RFA S-10000-00016331 ATTACHMENT B - SAMPLE PRICE AGREEMENT - Final.pdf

ATTACHMENT B – SAMPLE PRICE AGREEMENT

(Applicant do not fill out the Sample Price Agreement)

Price Agreement Number 000000

STATE OF OREGON

PRICE AGREEMENT

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 Price Agreement is between the State of Oregon, acting by and through its Oregon Department of Human Services, hereinafter referred to as “ODHS” or “Agency”, 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 Price Agreement relates principally to Agency’s

Office of Payment Accuracy and Recovery Estate Administration Unit PO BOX 14021 Salem, OR 97309

Contract Administrator: Michelle Cooper, or delegate Telephone: 503-779-3223

Fax: 503-378-3137 E-mail: michelle.cooper@odhsoha.oregon.gov mailto:michelle.cooper@odhsoha.oregon.gov

000000/initials Page 2 of 47 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 1/9/2026

1. Effective Date and Duration. This Price Agreement 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 Price Agreement shall expire on [insert end date]. Price Agreement termination shall not extinguish or prejudice Agency’s right to enforce this Price Agreement with respect to any default by Contractor that has not been cured.

2. Price Agreement Documents.

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

(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: Sample Request for Work There are no other Price Agreement documents unless specifically referenced and incorporated into this Price Agreement.

b. This Price Agreement and the documents listed in Section 2., “Price Agreement Documents”, Subsection a. above, shall be in the following descending order of precedence: this Price Agreement less all exhibits, Exhibits B, A and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Price Agreement, which includes any allowable expenses, is $****. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Price Agreement for completing the Work and will not pay for Work performed before the date this Price Agreement becomes effective or after the termination or expiration of this Price Agreement. If the maximum compensation is increased by amendment of this Price Agreement, the amendment

000000/initials Page 3 of 47 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. Agency will only pay for completed Work under this Price Agreement.

For purposes of this Price Agreement, “Work” means the tasks or services and deliverables accepted by Agency as described in Exhibit A, Part 1, “Statement of Work.”

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

Contractor is a contractor Not applicable

Assistance Listings number(s) of federal funds to be paid through this Price Agreement: N/A

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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

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

Professional Liability Insurance Company: _____________________________________________

Policy #: ______________________________________________ Expiration Date: ________________

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: ________________

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

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

(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 Price Agreement or to the project for which the Price Agreement 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 Agency under this Price Agreement;

(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 Price Agreement 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

000000/initials Page 6 of 47 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 Price Agreement 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 Price Agreement; or (ii) exercising a right of setoff against Contractor’s compensation under this Price Agreement 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;

(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;

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

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(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 Agency is true and accurate. If this information changes, Contractor shall provide Agency with the new FEIN or SSN within 10 days.

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CONTRACTOR, BY EXECUTION OF THIS PRICE AGREEMENT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS PRICE AGREEMENT,

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 PRICE AGREEMENT.

6. Signatures. This Price Agreement 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 Price Agreement 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

Authorized Signature Printed Name

Title Date

Approved by the Oregon Department of Administrative Services:

Exempt per OAR 125-246-0170(2) 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. Estate Administration Unit (EAU) is a shared service of the Oregon Department of Human Services (ODHS) and the Oregon Health Authority (OHA). EAU is tasked with recovery of Medical Assistance as defined in ORS chapter 414.025 and 42 USC 1396p, ORS 411.708, ORS 411.795, ORS 416.350, and OAR 461-135-0832 to 461-135-0847.

b. This Price Agreement sets forth the terms and conditions under which the Contract Attorney provides services; in the manner in which Contract Attorneys are nominated by Agency; the Services the Contract Attorney must perform, including determining if a conservatorship should be pursued, or an estate should be opened and the terms and conditions by which Agency will pay for Services.

c. The Price Agreement is not, by itself, a binding contract for the provision of Services by Contractor. Execution of this Price Agreement is no guarantee that Agency shall issue any Request for Work against the Price Agreement or enter into any Request for Work with Contractor under this Price Agreement. However, when combined with a Request for Work that is accepted, it will constitute a binding contract in accordance with the terms and conditions of the Price Agreement.

2. Definitions Applicable to the Price Agreement and the Work

a. “Contractor” for the purposes of this Price Agreement and any resulting Request for Work, is the Contract Attorney who will provide legal services (Work) under this Price Agreement.

b. “Contract Attorney” refers to an attorney that has submitted an application to Agency, and in return Agency has accepted the Application, the Applicant has met the requirements, and the parties have fully executed a Price Agreement.

c. “Cost Effective” means to determine whether there will be sufficient assets in the estate to cover all costs of initiating and administering the estate.

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d. “Estate” means all interests that a living or deceased person has in personal or real property which are subject to the authority and control of a conservator, personal representative, or the affiant of a simple estate.

e. “Estate Administration Unit” (EAU) is a unit within ODHS assigned to implement the estate recovery program pursuant to 42 USC 1396p, ORS 411.708, 411.795 and 416.350, and OAR 461-135-0832 to 461-135- 0847.

f. “OSB” means the Oregon State Bar.

g. “Proceeding” means drafting and filing of the petition under ORS chapter 125, drafting and filing a petition under ORS chapter 113, or drafting and filing a simple estate affidavit under ORS chapter 114 and continuing throughout the respective court process culminating in either an appointment of another fiduciary, dismissal of the action through no fault of the Contractor, or when a court orders the action closed.

h. “Request for Work” Agency will issue a Request for Work to authorize services to be performed by the Contract Attorney in accordance with this Price Agreement. See Exhibit D for a sample Request for Work.

i. “Work” means Services to be performed by a Contract Attorney as outlined in this Price Agreement.

3. Purpose

The purpose of the Price Agreement is to set out the conditions when Agency will seek the nomination of a Contract Attorney.

In some cases, Adult Protective Services (APS) or ODHS Aging and People with Disabilities (APD) find it necessary to request a Contract Attorney to determine if a limited conservatorship should be pursued because assets of a public assistance recipient may be in jeopardy. To preserve and to protect those assets, Agency will coordinate to determine if a Contract Attorney should be nominated under ORS chapter 124 and OAR 411-026-0080. Agency may nominate a Contract Attorney to petition the court for a protective proceeding under ORS chapter 125.

In some cases, Agency may require the services of a Contract Attorney to perform legal services for protective proceedings or to administer a decedent’s estate in court.

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Under ORS chapter 113 and ORS chapter 114, Agency as designated by ODHS/OHA may nominate a Contract Attorney to petition the court to be appointed as the personal representative of an estate, or to file a simple estate affidavit, if the decedent received medical assistance under ORS chapter 414 and it appears the assistance may be recovered from the estate of the decedent. Agency may also seek to nominate a conservator without being prompted by APS or APD, for circumstances such as having a Medicaid recipient seek an inheritance or an elective share in order to maintain Medicaid eligibility.

4. Conservatorship Proceedings

a. The Contractor agrees to perform all Work necessary and required under statute and Oregon trial codes to prepare, file, and present a petition in a protective proceeding under ORS chapter 125 and perform all necessary actions as conservator to secure the client’s estate until the death of the client and termination of the conservatorship, there is an appointment of another fiduciary or protective order, the purpose of the limited conservatorship has concluded, dismissal of the petition through no fault of the Contractor, or a Stop Work Order issued by Agency.

b. The Contractor acknowledges and accepts that the timely finalization of a protective order under ORS chapter 125 is one of Agency’s primary objectives. Failure to reasonably meet the standards and timelines of a protective proceeding to establish a protective order, as determined exclusively by Agency, will constitute a material breach of this Price Agreement.

5. Probate Proceedings

a. Appointment of Personal Representative: Upon referral of a case by Agency to open a decedent’s estate in accordance with ORS chapter 113, the Contractor shall evaluate the facts of the case and consult with Agency to recommend whether it is cost effective to proceed with the case. If Agency and the Contractor agree the estate will be cost effective, then the Contractor will complete all work necessary to prepare and present a petition to the court for appointment of the Contractor as personal representative. When authorized to serve as a Personal Representative by issuance of a Request for Work, the Contractor is considered an approved attorney for purposes of ORS 113.086, and in accordance with that statute, 000000/initials Page 12 of 47 shall not be considered as representing the State. After appointment as the personal representative, the Contractor will be a fiduciary of the decedent’s estate and will perform all work necessary to perform and meet the Contractor’s fiduciary duty to the decedent’s estate, in accordance with ORS 113.086, ORS 114.265, ORS 114.395, ORS 115.003, and ORS 116.063.

b. Simple Estate Affidavit: Upon referral of a case by Agency to file a simple estate affidavit in accordance with ORS chapter 114, the Contractor shall evaluate the facts of the case and consult with Agency to recommend whether it is cost effective to proceed with the case. If Agency and the Contractor agree the simple estate will be cost effective, the Contractor shall complete all work necessary to prepare and file a simple estate affidavit with the court to initiate a claim process for Agency to file a claim to recover the cost of public assistance for care. When authorized to file the estate affidavit by issuance of a Request for Work, the Contractor is considered an approved attorney for purposes of ORS 114.517, and in accordance with that statute, shall not be considered as representing the state.

After filing the simple estate affidavit, the Contractor will be, and will act as, a fiduciary of the decedent’s estate and will perform all work necessary to perform and meet the Contractor’s fiduciary duty to the decedent’s estate in accordance with ORS 114.517, 114.545 and 114.549.

c. Conservatorship: Upon referral of a case by Agency to petition for the appointment of a conservator in accordance with ORS chapter 125, the Contractor shall evaluate the facts of the case and consult with Agency to recommend whether it is cost effective to proceed with the case. If Agency and the Contractor agree the conservatorship will be cost effective, the Contractor shall complete all work necessary to prepare and file a petition with the court for appointment of the Contractor as conservator. After appointment as conservator, the Contractor will be, and will act as, a fiduciary of the Client’s estate and will perform all work necessary to perform and meet the Contractor’s fiduciary duty to the estate.

d. Agency will remain independent of the estate-attorney relationship established between the estate and the Contract Attorney. The legal client-attorney relationship is solely between the estate and the Contract Attorney.

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6. Attorney-Client Relationship

By performing work under this Price Agreement, the Contract Attorney acknowledges that the Contract Attorney does not represent the State of Oregon, Agency, or its employees or agents. The Contract Attorney agrees that the Contract Attorney shall not represent to the court or any other individuals or entities that the Contract Attorney represents, or is an attorney or agent for, the State of Oregon, ODHS, APD, APS, nor any other of the State’s Departments, Divisions, Agencies or Agents.

7. Performance Standards

Pursuant to ORS 279B.055(2) Agency requires that the Contract Attorney meet the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

8. General Provisions

The following provisions apply to all Work performed under this Price Agreement:

a. Agency does not guarantee a Request for Work will result from of this Price Agreement.

b. Agency will issue a Request for Work authorizing the Contractor to commence specific legal professional services in accordance with this Price Agreement.

c. To be cost effective, the Contractor agrees to utilize paralegals and office assistants whenever practical to perform the Work for the proceeding that does not require the services of a practicing attorney.

d. Contractor’s commencement of performance of Work under the Request for Work will constitute the Contractor’s acceptance of the Request for Work and agreement to the terms and conditions.

e. The State of Oregon, Agency, 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 Contract Attorney.

f. Approved Attorney(s).

(1) The following attorney(s) are approved to act as a Contract Attorney(s) under this Price Agreement: __________

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(2) Change or addition of Contract Attorneys to this Price Agreement must be submitted to the Agency’s Contract Administrator prior to being assigned Work under this Price Agreement.

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

h. The Contract Attorney shall have sole responsibility for contacting the Agency’s Contract Administrator to update the Contract Attorney’s information, including but not limited to contact information, the counties where the Contract Attorney performs Services or languages the Contract Attorney serves for Agency records. In no way will the information restrict the Contract Attorney from providing legal Services in any part of the state but is merely collected to assist Agency in nominating a Contract Attorney.

i. In the event that the Price Agreement with Agency is terminated for any reason, by any party, the Contractor shall immediately, but not later than five calendar days transfer all knowledge and work product produced by the Contractor and Contractor’s staff under this Price Agreement and any Request for Work to Agency. Once the notice to terminate is issued and received by the Contractor, no new work will be performed on the proceeding unless judicially ordered or under separate agreement with other parties to the proceeding.

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Part 2 Payment and Financial Reporting

1. Reimbursement

a. For any case referred to the Contractor by Agency, if the proposed estate’s financial resources are insufficient, Agency will pay the balance of the amount for reasonable fees up to a maximum amount of $2,500.00. Agency will issue a Request for Work for individual proceedings and the Contractor will invoice in accordance with the Rate Schedule.

b. In exceptional circumstances, with prior written amendment to a Request for Work by the Agency’s Contract Administrator, Agency may pay up to a maximum amount of $5,000.00 for reasonable Contract Attorney fees.

c. The Contractor may bill the estate their normal hourly rate, subject to court approval, if the amount will be recovered from the estate.

However, if the estate’s resources are insufficient, Contractor will be paid at the following hourly rates, up to the maximum amount stated above, for all Work provided under an awarded Price Agreement:

Contract Attorney $175.00 Paralegal $ 80.00 Office Assistant $ 20.00

d. Rates shall be charged in increments to the nearest tenth (1/10) of an hour, or every six (6) minutes would constitute one billable increment.

e. Administrative costs and expenses such as but not limited to, overhead, photocopies, postage, or phone calls, are included in the hourly rates and not reimbursed for separately.

f. The not-to-exceed amount for any individual proceeding or case will be authorized with a Request for Work issued by Agency. Agency will not pay any amount in excess of the amount set forth in a Request for Work unless that amount is increased by written amendment to the Request for Work. No payment will be made for any services performed before the effective date or after the expiration date of a Request for Work.

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g. If additional financial resources become available to pay the Contractor’s reasonable attorney fees and costs of the proceeding or case, the Contractor shall seek reimbursement from the additional financial resources and refund to Agency the corresponding amount received from the additional resources for the Contractor’s services and court fees, which had previously been paid by Agency for the proceeding.

2. Court Fees

For any case referred to the Contractor by Agency, if the proposed estate’s financial resources are insufficient, Agency will pay the balance of the amount available from the estate for reasonable court costs up to a maximum amount of $1,500.00. This may include court filing fees and other fees established by the court, plus the costs necessary to complete the legal requirements of a petition, simple estate affidavit, or hearing such as service of process or identifying and notifying interested parties. Reimbursement shall be based upon the rates set by individual counties. If available in the venue county, the Contractor shall pursue a hardship waiver of court fees and court visitor service fees, but cannot base a waiver request on representing the State as the Contractor does not, and cannot, represent the State

3. Invoices

a. Invoices shall be submitted to Agency as specified in the Request for Work.

b. Invoices must include, at a minimum, the following information:

(1) Reference the Price Agreement number (located at the top of the front page of the Price Agreement document)

(2) A copy of the Request for Work

(3) Detailed description of services, including dates of the service, case number or proceeding

(4) Itemized number of hours being billed at the rates specified in the Rate Schedule (Exhibit A, Part 2, Payment and Financial Reporting)

(5) Itemized list of court expenses for reimbursement

(6) Total amount of invoice

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(7) Written confirmation that the work has been completed.

Confirmation of completion may be written into the invoice with the outcome of the proceeding and court case number or by submitting copies of the protective orders or payment orders signed by the judge. Should the case be dismissed, another fiduciary appointed, or there is a different outcome than originally expected, the Contractor must include a brief explanation or submit copies of court papers that explain the different outcome.

b. Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

4. Travel and Other Expenses

Agency will not reimburse Contract Attorney for any travel or additional expenses under this Price Agreement.

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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 Price Agreement. 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 Price Agreement. 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 Price Agreement, 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 Agency;

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

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iv. Provide its employees and agents the same security awareness training as Agency’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 Agency 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 Price Agreement. 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 Price Agreement. 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 Price Agreement 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 Agency and, upon request, to the IRS reviewing office; and

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

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(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 Price Agreement.

(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, Agency, Contractor and any subcontractor will share information as necessary to effectively serve Agency’s 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 Price Agreement, 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 Price Agreement 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 this Price Agreement;

(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 Price Agreement;

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

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(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 Price Agreement 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 Agency, 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 Agency 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 Agency primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of Agency; 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, Agency reserves the right to amend or extend this Price Agreement under the following general circumstances:

(1) Agency may extend the Price Agreement for additional periods of time up to a total Price Agreement period of six (6), and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on Agency’s satisfaction with performance of the work or services provided by the Contractor under this Price Agreement.

(2) Agency may periodically amend any payment rates throughout the life of the Price Agreement proportionate to increases of the U.S. Bureau of Labor Statistics’ Consumer Price Index for the Western Region; and to provide Cost Of Living Adjustments (COLA) if Agency so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, Agency may periodically amend any payment rates throughout the life of the Price Agreement to meet current market conditions.

b. Agency further reserves the right to amend the Statement of Work based on the original scope of work of RFP #S-10000-00016331 for the following:

(1) Programmatic changes, additions or modifications deemed necessary to accurately reflect the original scope of work that

000000/initials Page 23 of 47 may not have been expressed in the original Price Agreement or previous amendments to the Price Agreement;

(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 Price Agreement.

c. Upon identification, by any party to this Price Agreement, of any circumstance which may require an amendment to this Price Agreement, 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 Price Agreement before the modified or 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 Price Agreement.

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 pursuant to ORS 419B.005 through 419B.015;

(2) Elderly Persons and Adults with Physical Disabilities pursuant to ORS 124.050 through 124.095 and ORS 410.020;

(3) Residents of Nursing Facilities pursuant to ORS 441.630 through 441.645; and

(4) Adults with Mental Illness or Developmental Disabilities pursuant to ORS 430.735 through 430.743.

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 Price Agreement. Contractor does not need to prove abuse occurred, just reasonably suspect abuse occurred, to be required to report.

4. Background Checks. RESERVED

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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 Price Agreement without first consulting the Agency’s office that referred the child or family.

The Contractor will make immediate contact with the Agency’s office when media contact occurs. The Agency’s office will assist the Contractor with an appropriate follow-up response for the media.

7. Nondiscrimination.

a. The Contractor must provide services to Agency’s 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 Price Agreement, to maintain such policy and practice in force during the entire Price Agreement 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 Price Agreement and a failure to comply constitutes a breach that entitles Agency to terminate this Price Agreement 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

000000/initials Page 25 of 47 rate of wage, salary, benefits, or other compensation with another employee or another person.

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EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Price Agreement 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 ODHS or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Price Agreement 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 Price Agreement.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Price Agreement. Agency’s performance under the Price Agreement 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 Price Agreement.

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 Price Agreement, represents and warrants that Contractor's Work to be performed under this Price Agreement 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

000000/initials Page 27 of 47 for which Contractor currently performs work would prohibit Contractor's Work under this Price Agreement. If compensation under this Price Agreement 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 Price Agreement and, unless Contractor is subject to backup withholding, Agency 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 Price Agreement, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. Agency 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, Agency 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 Agency that:

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

(2) The obligations set forth in this Price Agreement, when executed and delivered, shall be valid and binding obligations of the 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 the highest standards prevalent in Contractor's industry, trade or profession;

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

(5) Contractor prepared its proposal related to this Price Agreement, 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. RESERVED

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Price Agreement by any other agency or department of the State of Oregon or the federal government. Agency certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Price Agreement within Agency’s current biennial appropriation or limitation. Contractor understands and agrees that Agency’s payment for Work performed is contingent on Agency receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Price Agreement.

7. Payment Method. Payments under this Price Agreement will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Price Agreement. Contractor shall provide this designation and information on a form provided by Agency. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to Agency on an Agency-approved form. Agency is not required to make any payment under this Price Agreement until receipt of the correct EFT designation and payment information from the Contractor.

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8. Recovery of Overpayments. IF BILLINGS UNDER THIS PRICE AGREEMENT, OR UNDER ANY OTHER PRICE AGREEMENT BETWEEN CONTRACTOR AND

AGENCY, RESULT IN PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR

IS NOT ENTITLED, AGENCY, AFTER GIVING WRITTEN NOTIFICATION TO

CONTRACTOR, MAY WITHHOLD FROM PAYMENTS DUE TO CONTRACTOR

SUCH AMOUNTS, OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO

RECOVER THE AMOUNT OF THE OVERPAYMENT, UNLESS CONTRACTOR

PROVIDES A WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE

DATE OF THE NOTICE. ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR

HEREBY REASSIGNS TO AGENCY ANY RIGHT CONTRACTOR MAY HAVE TO

RECEIVE SUCH PAYMENTS.