RFA S-10000-00011992 Attachment B~2.pdf

SAMPLE CONTRACT OregonBuys Solicitation S-10000-00011992 NOT FOR EXECUTION (v5) Attachment B

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

You can get this document in other languages, large print, braille, or a format you prefer free of charge. Contact the Contract Administrator at the contact information found below. We accept all relay calls.

This Contract is between the State of Oregon, acting by and through its Oregon Department of Human Services, hereinafter referred to as “ODHS,” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to ODHS’

(Fill in with name of Office, Program, etc.)

(Insert address)

(Insert city, state, zip) Contract Administrator: (Insert Name) or delegate

Telephone: (Required) E-mail address: (Required)

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1. Effective Date and Duration. This Contract shall become effective on the later of: (I) the last date all required signatures in Section 6., below have been obtained, or (II) [insert start date] provided it is (i) signed by all parties on or before such date, and (ii) when required, approved in writing by the Oregon Department of Justice on or before such date, and (iii) when required, approved in writing by the Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on [insert end date]. Contract termination shall not extinguish or prejudice ODHS’ 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) Attachment 1: Legal Fee Agreement for Qualified Vendor Attorney

Services.

There are no other contract documents unless specifically referenced and incorporated into 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, C and E.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this

Contract, which includes any allowable expenses, is $[insert amount]. ODHS 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 payment schedule and requirements in Exhibit A, Part 2., “Payment and Financial Reporting.”

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

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

Contractor is a contractor Not applicable Assistance Listings number(s) of federal funds to be paid through this Contract: 93.659.

5. Contractor Information and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385 and OAR 125-246-0330(1).

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Fax: ( )

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

Professional 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 ODHS Contract Administrator (see page one of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract.

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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. The Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor, in addition to any remedies that may be available to ODHS under this Contract;

(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.

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 5.a., “Contractor Information” above is Contractor’s true, accurate and correct information;

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(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;

(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/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’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided to ODHS is true and accurate. If this information changes, Contractor shall provide ODHS with the new FEIN or SSN within 10 days.

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

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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 BEFORE

THE EFFECTIVE DATE OF THIS CONTRACT.

6. 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 Department of Human Services By:

Authorized Signature Printed Name

Title Date

Approved by the Oregon Department of Administrative Services:

Exempt per Special Delegation # SP 826-16 Applications

Authorized Signature Title Date

Approved for Legal Sufficiency:

With Protect Form on, click here With Protect Form on, click here Oregon Department of Justice Date

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EXHIBIT A

Part 1

Statement of Work

1. Background.

a. The Office of Child Welfare is an office within ODHS responsible for safety, permanency and well-being of children. ODHS is mandated by law to provide safe and suitable placement for children when they are not able to live in their own homes due to issues of neglect or abuse. ODHS has responsibility to plan for permanent care, often in adoptive homes for children who cannot return home after temporary out-of-home care.

b. This Contract sets forth the terms and conditions under which the Vendor Attorney provides Services in order to establish a relationship with the Adoptive Family; the manner the referrals for Services are made; the Services the Vendor Attorney must perform to assist in legalizing the adoption; and the terms and conditions by which ODHS will pay for Services. Once the relationship between the Adoptive Family and Vendor Attorney is established, ODHS is not a party to the attorney-client relationship.

2. Definitions Applicable to the Contract and the Services.

a. “Adoption by Petition” means an adoption process that begins by petition, filed in an Oregon circuit court, or another court of proper jurisdiction, by any person for leave to adopt another person.

b. “Adoptions Services Vendor Attorney Registry” or “Registry” is a list of attorneys maintained and distributed by ODHS, The Office of Child Welfare that list those attorneys, state-wide, who have met, and continue to meet, certain qualifying criteria, and have agreed to provide adoption Services for the rates, terms and conditions identified within the Vendor Attorney Services Contract.

c. “Adoptive Parent” means a family that has been selected for a child by ODHS and has not been subject to an administrative review, or if subject to a review, has been sustained by that review.

d. “Judgment of Adoption” means the final order of a court of appropriate jurisdiction making permanent the adoption, formerly referred to as the “Adoption Decree.”

e. “Law Firm” means a business engaged in the practice of law.

f. “OSB” means the Oregon State Bar.

g. “Petitionless Adoption” means an adoption process where legalizing the adoption does not require the actual filing of a petition in accordance with OAR 413-120-0155 and can be legalized through a juvenile court.

h. “Vendor Attorney” refers to an attorney that has submitted an application to ODHS through a Request for Applications (RFA) process, and in return ODHS has accepted the Application, the Applicant has met the requirements of the RFA, CONTRACT IS NON-EXECUTABLE. DO NOT COMPLETE, DO NOT SUBMIT. Page 8 of 43 the parties have fully executed a Vendor Attorney Services Contract, and ODHS has placed the Vendor Attorney on the Adoption Services Vendor Attorney Registry (Registry).

i. “Vendor Attorney Legal Fee Agreement” means the “Legal Fee Agreement for Qualified Vendor Attorney Services” form (see Exhibit E attached hereto and incorporated herein by this reference) issued by ODHS to Adoptive Parents to aid them in their selection of a Vendor Attorney. The form must be signed by the Adoptive Parents and the Vendor Attorney and provides authorization to the Vendor Attorney to provide Services under this Contract.

3. Vendor Attorney Services.

a. The State of Oregon, ODHS, nor any other of the State’s Departments, Divisions, Agencies or Agents make any guarantee that any specific level of Work or overall dollar amounts will be authorized for and required of any Vendor Attorney. The Adoptive Parents choose a Vendor Attorney without any guidance or influence from ODHS beyond being provided the Adoptions Services Vendor Attorney Registry (“Registry”) from which to select a Vendor Attorney, which is separated by counties, and compiled based on information received from the Vendor Attorney.

b. Approved Attorney(s).

(1) The following attorney(s) are approved to act as a Vendor Attorney(s) under this Contract: Add legal Firm name first and individual Vendor Attorney(s) Name(s)

(2) If Vendor Attorneys are added to or removed from this Contract, it shall be by the issuance of an amendment. The amendment must be fully executed before performing services under this Contract.

(3) New Vendor Attorneys must complete the application process as outlined a the current RFA.

c. Referrals shall be processed via the Vendor Attorney Legal Fee Agreement.

d. The Vendor Attorney shall perform, and ODHS will pay for Work, only when performed under the assigned Vendor Attorney Legal Fee Agreement.

e. Vendor Attorney shall be an active member in good standing and remain an active member in good standing for the duration of this Contract with the Oregon State Bar (OSB). Vendor Attorney shall notify the ODHS Contract Administrator or delegate no later than seven (7) calendar days after the status change if the Vendor Attorney’s status with the OSB changes. ODHS maintains the right to inquire with the OSB for verification of status with OSB.

f. The Vendor Attorney shall have sole responsibility for contacting the ODHS Contract Administrator to update the Vendor Attorney’s Registry information, including but not limited to the counties where the Vendor Attorney performs Services or languages the Vendor Attorney lists in the Registry. In no way will the listing restrict the Vendor Attorney from providing legal Services in any part of the state but is merely collected to assist the Adoptive Family in selecting a

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Vendor Attorney.

g. All Services provided under this Contract will be authorized by the Vendor

Attorney Legal Fee Agreement issued by ODHS and signed by the Adoptive Parents selecting the Vendor Attorney as their Attorney of Record.

h. The Vendor Attorney Legal Fee Agreement consists of the following information:

(1) The child’s name and date of birth; and the Adoptive Parents;

(2) The Services to be provided by the Vendor Attorney, regarding the rate to be paid to the Vendor Attorney, and the agreement between ODHS and the Adoptive Parents, signed by the Adoptive Parents, authorizing ODHS to issue a payment directly to the Vendor Attorney for legal Services to finalize the adoption; and

(3) Ends with a section signed by the Vendor Attorney indicating that the Vendor Attorney agrees to perform the service and accept the ODHS rate for reimbursement.

i. Vendor Attorney Selection Process.

(1) ODHS will send Adoptive Parents the Vendor Attorney Legal Fee

Agreement with a copy of the Registry pages containing the appropriate counties along with other material relevant to the adoption. The Registry pages will be sent out through the Central Office Adoption Assistance Program. The Adoptive Parents select a Vendor Attorney and forward the entire Vendor Attorney Legal Fee Agreement directly to the Vendor Attorney they have selected.

(2) Once the Vendor Attorney Legal Fee Agreement is received by the Vendor Attorney, the Vendor Attorney shall print his or her name, insert this Contract number, and sign and date the form in the appropriate areas on the form, and return it to ODHS Central Office Adoption Assistance Program within seven (7) calendar days of receipt from the Adoptive Parents.

(3) ODHS will reimburse the Vendor Attorney for Services provided in accordance with the terms and conditions of this Contract, however, ODHS is, and will remain, independent of the client-attorney relationship established between the Adoptive Parents and the Vendor Attorney. The legal client-attorney relationship is solely between the Adoptive Parents and the Vendor Attorney.

j. Services. ODHS prefers “Petitionless Adoption” whenever possible. It is the responsibility of the Vendor Attorney to inform the Adoptive Parents of the options available including ODHS preference and benefits of the Petitionless Adoption, when this option is available. It is then the responsibility of the Vendor Attorney to advise ODHS of the plan to finalize the adoption and follow the preference stated above whenever possible.

(1) Petitionless Adoption. An adoption may be finalized without the filing of a petition as set forth in ORS 419B.529 and further defined under OAR 413-

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120-0142 through 413-120-0175.

(a) Once the Vendor Attorney has returned the Vendor Attorney Legal

Fee Agreement to ODHS, the Vendor Attorney has no specific responsibilities to ODHS until the material containing the “Consent to Adopt” (the “Consent Packet”) is received by the Vendor Attorney. The Consent Packet will contain documents to assist the Vendor Attorney with completing the adoption. The Consent Packet will be provided by the ODHS Contract Administrator to the Vendor Attorney via encrypted email.

(b) Within 30 calendar days from the date of receipt of the Consent Packet, the Vendor Attorney shall prepare the Judgment of Adoption and submit it to the court for signature.

(c) When the Judgment of Adoption is signed by the court, within 30 calendar days:

i. The Vendor Attorney shall ensure that the Adoptive Family has been provided with the original copy or a certified copy of the signed Judgment of Adoption.

ii. The Vendor Attorney shall apply for, a new birth certificate for the adopted child or children. The Adoptive Family will be provided with the new birth certificate.

iii. The Vendor Attorney may provide ODHS with a copy of the Judgment of Adoption.

(2) Adoption by Petition:

(a) Once the Vendor Attorney has returned the Vendor Attorney Legal

Fee Agreement to ODHS, the Vendor Attorney has no specific responsibilities to ODHS until the material containing the “Consent to Adopt” (“Consent Packet”) is received by the Vendor Attorney. The Consent Packet will contain documents to assist the Vendor Attorney with completing the adoption. The Consent Packet will be provided by the ODHS Contract Administrator to the Vendor Attorney via encrypted email.

(b) Within 30 calendar days of receipt of the Consent Packet from ODHS, the Vendor Attorney shall prepare the “Petition to Adopt”, obtain the signature of the Adoptive Parents, and file the “Petition to Adopt” with an Oregon court of appropriate jurisdiction. A copy of the “Petition to Adopt” including the court-issued petition number shall be provided to ODHS Central Office Adoption Assistance Program within seven (7) calendar days after the Vendor Attorney receives the court-issued petition number from the court.

(c) Reserved.

(d) When ODHS receives a copy of the “Petition to Adopt” from the

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Vendor Attorney that includes the court-issued petition number, ODHS will prepare and provide the Vendor Attorney the “Final Report to the Court” and include a copy of the child’s ODHS form CF 246, the “Genetic and Medical History of the Child and Biological Family” form.

(e) Within 15 calendar days from receipt of the “Final Report to the Court”, the Vendor Attorney shall prepare the Judgment of Adoption and submit it to the court for signature along with the “Final Report to the Court”.

(f) When the Judgment of Adoption is signed by the court:

i. The Vendor Attorney shall ensure that the Adoptive Family has been provided with the original copy or a certified copy of the signed Judgment of Adoption.

ii. The Vendor Attorney shall apply for, a new birth certificate for the adopted child or children. The Adoptive Family will be provided with the new birth certificate.

iii. The Vendor Attorney may provide ODHS with a copy of the Judgment of Adoption.

(g) The Vendor Attorney acknowledges and accepts that the timely finalization of adoption is one of ODHS’ primary objectives.

Repeated failure to meet the time frames identified, as determined exclusively by ODHS, will constitute a material breach of Contract and ODHS may terminate the Contract pursuant to Exhibit B, Section 10. “Default; Remedies; and Termination" of this Contract.

4. Vendor Attorney(s) of a Law Firm.

a. The Law Firm acknowledges and agrees that ODHS selected the Law Firm, and is entering into this Contract, because of the special qualifications of Firm’s Vendor Attorney(s). The Law Firm’s Vendor Attorney(s) shall not delegate performance of their powers and responsibilities they are required to provide under this Contract to another Vendor Attorney without first obtaining prior written consent of ODHS.

b. In the event any Vendor Attorney(s) are no longer available due to death, illness, or termination of employment with the Law Firm, the Law Firm shall not re-assign or transfer Vendor Attorney(s) to other duties or positions such that the Vendor Attorney(s) are no longer available to provide ODHS with their expertise, experience, judgment, and personal attention, without first obtaining ODHS’ prior written consent.

c. In the event the Law Firm requests that ODHS approve a re-assignment or transfer of Vendor Attorney(s), or if Law Firm must replace Vendor Attorney(s) due to the reasons specified in Section 4.b. above, ODHS shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for such Vendor Attorney(s) before Vendor Attorney(s) begin any

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d. Any such replacement shall have substantially equivalent or better qualifications than Vendor Attorney(s) being replaced and shall perform the Services in accordance with the warranties set forth in Exhibit B, “Standard Terms and Conditions” Section 4. “Representations and Warranties.” Any replacement personnel approved by ODHS shall thereafter be deemed Vendor Attorney(s) by future amendment.

5. BY PROVIDING SERVICES UNDER THIS CONTRACT THE VENDOR

ATTORNEY ACKNOWLEDGES THAT, WHERE AN ADOPTION IS SOUGHT OR

OBTAINED, THAT THE VENDOR ATTORNEY DOES NOT REPRESENT THE

STATE OF OREGON, ODHS, ITS EMPLOYEES OR AGENTS. THE VENDOR

ATTORNEY AGREES THAT THE VENDOR ATTORNEY SHALL NOT

REPRESENT TO THE COURT OR ANY OTHER INDIVIDUALS OR ENTITIES

THAT THE VENDOR ATTORNEY REPRESENTS, OR IS AN ATTORNEY OR

AGENT FOR, THE STATE OF OREGON, ODHS, THE OFFICE OF CHILD

WELFARE, NOR ANY OTHER OF THE STATE’S DEPARTMENTS, DIVISIONS,

AGENCIES OR AGENTS.

6. Performance Standards. Pursuant to ORS 279B.055(2) ODHS requires that the Vendor Attorney meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or Services.

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Part 2

Payment and Financial Reporting

1. Payment Provisions. As consideration for the services provided by Contractor during the period specified in Section 1., Effective Date and Duration, of this Contract, upon receipt of the Judgment of Adoption, signed by a court of appropriate jurisdiction, ODHS will pay the Contractor a maximum not-to-exceed amount as specified in Section 3., Consideration of this Contract, to be paid as follows:

a. Adoption/Same Family Group Adoption: ODHS will pay the Contractor $550.00 per child/sibling and the cost of a new birth certificate for each sibling.

b. The cost of a new birth certificate based on the fee schedule set by Oregon Vital

Records will be reimbursed. When the cost of a birth certificate exceeds the fee set by Oregon Vital Records, ODHS will pay the actual fee paid by the Vendor Attorney upon receipt of proof of payment.

c. An amount equal to the court filing fee paid by the Vendor Attorney for filing the Petition to Adopt if one is so filed will be reimbursed. ODHS will reimburse only the amount of fee actually paid by the Vendor Attorney to the court, and only upon receipt of proof of payment.

d. An amount equal to the court filing fee paid by the Vendor Attorney for filing the Judgment of Adoption will be reimbursed. ODHS will reimburse only the amount of the fee actually paid by the Vendor Attorney to the court, and only upon receipt of proof of payment.

e. ODHS will reimburse the amount of the certificate of adoption issuance fee, and only upon receipt of proof of payment. Only one petition filing fee and one judgment filing fee will be paid regardless of the number of children being adopted in a sibling group by the same family, unless the separate filing is required by the court.

f. Separate Petitions. When the court requires separate petitions to be filed on behalf of siblings being adopted by the same family, ODHS shall pay Contractor an additional $75.00 per sibling for attorney services. The Vendor Attorney shall notify ODHS that the separate petitions were required by the court prior to the Judgment for Adoption.

g. Reimbursement of any other extraordinary fees paid by the Vendor Attorney will only be paid by ODHS when approved by a manager for post adoptions services or designee, and only when the fee is necessary to finalize the adoption. Postage costs, certified mail costs, copying costs, including certified copies, are not considered a fee eligible for reimbursement unless the fees are unusual, as in the case of an international adoption.

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2. Proof of Payment.

a. Includes a receipt or processed check.

b. Shall be included with the Judgment of Adoption or submitted to ODHS prior to the Judgment of Adoption to allow for one payment to be processed, except as described in c., below.

c. When proof of payment is not available prior to the Judgment of Adoption, the Contractor shall notify ODHS prior to the Judgment of Adoption that proof of payment will be forthcoming.

3. Fees paid by ODHS to the Contractor are intended to cover completion of all required paperwork, meetings with Adoptive Parents and others when required or warranted, court appearances, court filings, copying, postage costs including Certified Mail costs, and all other costs necessary to process the adoption through to finalization and provide the Adoptive Parents with an original or certified copy of the signed Judgment of Adoption and a new birth certificate for each of their adopted child(ren). The Contractor agrees to accept the payments specified in this Contract as payment in full for providing all required legal and associated Services, and agrees not to charge, nor accept, any payments from the Adoptive Parents for any Services associated with those provided under this Contract, including deposits, any types of advance payment, pre-payments, or any type of “up front” funding.

4. Payment will be made to the Contractor:

a. After the adoption is fully legalized and ODHS receives a copy of the Judgment of Adoption, signed by the court, and proof of payment; or

b. After the final proof of payment is received or when ODHS has been notified that a proof of payment is not available prior to the Judgment of Adoption and is forthcoming; or

c. When all processes are as completed as possible, and the adoption has failed for reasons outside the control of the Contractor.

5. Contractor acknowledges that the fees listed above are for services provided in accordance with Exhibit A, Part 1, “Statement of Work”. If no services are provided, ODHS retains the right to limit or eliminate fees for Services not provided. If partial services are provided, ODHS retains the right to limit or prorate fees for those partial services. Fees for all services listed are contingent upon completion of the tasks.

6. Contractor shall send all Judgments of Adoption and applicable proof of payment to the ODHS Contract Administrator or delegate at the address specified on page 1, or to any other address as ODHS may indicate in writing to Contractor. Contractor's claims to ODHS for overdue payments are subject to ORS 293.462.

7. Travel and Other Expenses. ODHS shall not reimburse Contractor for any travel or additional expenses under this Contract.

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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 forms 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

ODHS;

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

iv. Provide its employees and agents the same security awareness training as ODHS 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 ODHS must meet the background check requirements defined in IRS Publication 1075;

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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 ODHS 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 subjected 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, ODHS, Contractor and any subcontractor will share information as necessary to effectively serve ODHS 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 this 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:

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(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 this 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 this 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 ODHS, 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:

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(1) For whom ODHS 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 ODHS primarily for that individual's or family's benefit;

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

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

2. Amendments.

a. Subject to Section 2.c. below, ODHS reserves the right to amend or extend this Contract under the following general circumstances:

(1) ODHS 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 ODHS’ satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) ODHS 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 ODHS so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, ODHS may periodically amend any payment rates throughout the life of the Contract to meet current market conditions.

b. ODHS further reserves the right to amend the Statement of Work based on the original scope of work of RFA #[insert number] 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

CONTRACT IS NON-EXECUTABLE. DO NOT COMPLETE, DO NOT SUBMIT. Page 19 of 43 additional provisions are binding on either party. All amendments must comply with Exhibit B, “Standard Terms and Conditions”, 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);

b. Contractor shall immediately make reports of suspected abuse of persons who are members of the classes established in Section 3.a. above to Oregon’s Statewide Abuse Reporting Hotline: 1-855-503-SAFE (7233) or local law enforcement, as a requirement of this Contract. The Contractor does not need to know abuse occurred, just suspect abuse, to be required to report.

c. In addition to the requirements of Sections 3.a. and 3.b. above, if law enforcement is notified regarding a report of child abuse, neglect, or threat of harm, Contractor shall also notify the local referring ODHS’ caseworker 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, Contractor shall also notify the local Aging and People with Disabilities Office of ODHS within 24 hours.

d. If known, the abuse report must 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.

a. Contractor shall ensure that all employees, volunteers, subcontractors, owners, managers, and board members who perform services under this Contract or have access to Agency-referred clients, client information, or client funds are approved by the Agency’s Background Check Unit in accordance with Oregon Administrative Rules (OAR) 407-007-0200 through 407-007-0370.

b. In addition to potentially disqualifying conditions under OAR 407-007-0290, all employees, volunteers, subcontractors, owners, managers, and board members who perform services under this Contract, or who have access to Agency-referred

CONTRACT IS NON-EXECUTABLE. DO NOT COMPLETE, DO NOT SUBMIT. Page 20 of 43 clients, client information, or client funds are subject to OAR 407-007- 0290(11)(c).

c. An employee, volunteer, subcontractor, owner, manager, or board member who performs services under this Contract or has access to Agency-referred clients, client information, or client funds may be hired or placed on a preliminary basis, in accordance with the requirements and limits described in OAR 407-007-0315, prior to final approval by the Agency’s Background Check Unit. An employee, volunteer, subcontractor, owner, manager, or board member who performs services under this Contract or has access to Agency-referred clients, client information, or client funds hired or placed on a preliminary basis shall not have unsupervised access to Agency-referred clients, client information, or client funds and shall only participate in the limited activities described in OAR 407-007- 0315.

d. Any current employee, volunteer, subcontractor, owner, manager, or board member of the Contractor who changes positions with the Contractor and will perform services under this Contract or have access to Agency-referred clients, client information, or client funds must have a new background check initiated through the Agency’s Background Check Unit before the individual begins the new position, regardless of whether the individual had a previous criminal background check approval. Current employees, volunteers, subcontractors, owners, managers, and board members who change positions with the Contractor and will perform services under this Contract or have access to Agency-referred clients, client information, or client funds must adhere to preliminary hire rules described in OAR 407-007-0315.

e. There are only two possible fitness determination outcomes of a background check: approval or denial. If the employee, volunteer, subcontractor, owner, manager, or board member is denied, the individual may not have contact with Agency clients, or access to client information or client funds. Employees, volunteers, subcontractors, owners, managers, or board members who are denied do have the right to contest the denial. The process for contesting a denial is described in OAR 407-007-0330.

f. For purposes of compliance with OAR 407-007-0200 through 407-007-0370, Contractor is a “Qualified Entity”, as that term is defined in OAR 407-007-0210, and must comply with all the provisions pertaining to Qualified Entities contained in OAR 407-007-0200 through 407-007-0370.

g. Contractor shall establish a personal personnel file and place each criminal records check in named file for possibility of future Agency review and shall be maintained pursuant to Exhibit B, “Standard Terms and Conditions”, Section 14, “Records, Maintenance, Access.”

h. Regardless of whether or not any employee, subcontractor, owner, manager, or board member of Contractor has access to Agency-referred clients, client information, or client funds, if Contractor discovers the individual is 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

CONTRACT IS NON-EXECUTABLE. DO NOT COMPLETE, DO NOT SUBMIT. Page 21 of 43 currently found at: https://www.treasury.gov/resource-center/sanctions/SDN- List/Pages/default.aspx, or is 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/SAM Contractor shall notify the Agency Contract Administrator via e-mail within one business day of such discovery.

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 ODHS office that referred the child or family. The Contractor will make immediate contact with the ODHS office when media contact occurs. The ODHS office will assist the Contractor with an appropriate follow-up response for the media.

7. Nondiscrimination.

a. The Contractor must provide services to ODHS 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 ODHS 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.