RFGAAttD Part 2 - Sample Grant Agreement Form for Governmental Entities.pdf

RFGA #S-44300-00010881, Attachment D, Part 2 –

Grant Agreement Form for Governmental Entities / JFG Page 1 of 31

OHA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

Sample Grant Agreement Form for Governmental Entities

NOTE TO APPLICANTS:

This document is a sample for review purposes only.

Do not submit this document with your Application.

Grant Agreement Number 000000

STATE OF OREGON

INTERGOVERNMENTAL GRANT AGREEMENT

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

This Agreement is between the State of Oregon, acting by and through its Oregon Health

Authority, hereinafter referred to as “OHA,” and

Recipient Legal Entity Name

Acting by and through its (insert Program Name if applicable)

Address

Address

Attention: (required)

Telephone: (required)

Fax: (optional)

E-mail address: (required) hereinafter referred to as “Recipient.”

The program to be supported under this Agreement relates principally to OHA’s

Behavioral Health Division

Office of Behavioral Health Equity and Community Partnerships

(Insert address)

(Insert city, state, zip)

Agreement Administrator: (Insert Name) or delegate

Telephone: (Required)

E-mail address: (Required)

1. Effective Date and Duration. This 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)

Grant Agreement Form for Governmental Entities / JFG Page 2 of 31

OHA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 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 Agreement shall expire on December 31, 2025. Agreement termination shall not extinguish or prejudice OHA’s right to enforce this Agreement with respect to any default by Recipient that has not been cured.

Notwithstanding the Agreement expiration date, OHA will not disburse grant funds to

Recipient after September 30, 2025, and all Program activities by Recipient under this

Agreement must be completed by September 30, 2025.

2. Agreement Documents.

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

(1) Exhibit A, Part 1: Program Description

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

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Subcontractor Insurance Requirements

(6) Exhibit D: Federal Terms and Conditions

(7) Exhibit E: Information Required by 2 CFR 200.332(a)(1)

There are no other Agreement documents unless specifically referenced and incorporated into this Agreement.

b. In the event of a conflict between two or more of the documents comprising this

Agreement, the language in the document with the highest precedence shall control. The documents comprising this Agreement shall be in the following descending order of precedence: this Agreement less all exhibits, Exhibits D, B, A, C, and E.

3. Grant Disbursement Generally. The maximum not-to-exceed amount payable to

Recipient under this Agreement, which includes any allowable expenses, is $[insert amount]. OHA will not disburse grant to Recipient in excess of the not-to-exceed amount and will not disburse grant until this Agreement has been signed by all parties.

OHA will disburse the grant to Recipient as described in Exhibit A.

4. Subrecipient Determination. In accordance with the State Controller’s Oregon

Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Recipient is a subrecipient Not applicable

Assistance Listings number(s) of federal funds to be paid through this Agreement: 93.959

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OHA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

5. Recipient Information and Certification.

a. Recipient Information. Recipient shall provide the information set forth below.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Recipient Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: Fax:

Recipient Proof of Insurance. Recipient shall provide the following information upon submission of the signed Agreement. All insurance listed herein must be in effect prior to

Agreement execution.

Workers’ Compensation Insurance Company: ________________________________________

Policy #: ______________________________________ Expiration Date: ________________

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

(1) Recipient 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 Recipient and that pertains to this Agreement or to the project for which the grant activities are being performed.

Recipient 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

Recipient, in addition to any remedies that may be available to OHA under this Agreement;

(2) The information shown in Section 5.a. “Recipient Information”, is

Recipient’s true, accurate and correct information;

(3) To the best of the undersigned’s knowledge, Recipient 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;

(4) Recipient and Recipient’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of

Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

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

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OHA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

(5) Recipient 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” found at:

https://www.sam.gov/SAM;

(6) Recipient is not subject to backup withholding because:

(a) Recipient is exempt from backup withholding;

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

(c) The IRS has notified Recipient that Recipient is no longer subject to backup withholding.

(7) Recipient’s Federal Employer Identification Number (FEIN) or Social

Security Number (SSN) provided to OHA is true and accurate. If this information changes, Recipient is required to provide OHA with the new

FEIN or SSN within 10 days.

(8) To the best of the undersigned’s knowledge, Recipient 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 subcontract.

(9) Recipient will not request funding for expenditures already funded by any other agency or department of the State of Oregon or the federal government, or by private insurance.

(10) If Recipient is receiving Medicaid Administrative Claiming (MAC) or

Medicaid outreach, enrollment and education funds, Recipient must demonstrate that funding shall not be used for the same activities and that separate financial tracking processes exist, distinguishing the funding sources and uses from each other.

(11) Recipient certifies that Recipient shall not expend grants funds under this

Agreement on healthcare services if any other funding source for the services shall be obtained or sought from private health insurance, Medicaid, Medicare, or any other federal or state government funding source by Recipient to cover the cost of those services and Recipient understands and agrees that this certification will be included in Grant

Agreement awarded under this RFGA.

(12) Recipient certifies that Recipient’s performance of the allowable Program activities described in Exhibit A Program Description, to the best of

Applicant’s knowledge, creates no actual or potential conflict of interest, as defined by ORS 244, for Recipient or any of Recipient’s Key Persons, and creates no other violation of ORS Chapter 244 for Recipient’s employees, agents, or contractors. If any changes occur with respect to

Recipient’s status regarding an actual or potential conflict of interest, Recipient will promptly notify the Agency in writing.

https://www.sam.gov/SAM

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OHA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

(13) Recipient further agrees to comply with all the Terms and Conditions included in the Notice of Award (NOA) for Award Number:

1B08TI083963-01 as are applicable to subrecipients of funds awarded under that NOA.1 If any changes occur with respect to Applicant’s status regarding conflict of interest, Applicant shall promptly notify the State in writing.

RECIPIENT, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES

THAT RECIPIENT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND

AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

6. Signatures. This 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 Agreement and any amendments so executed shall constitute an original.

Recipient Name

By:

Authorized Signature Printed Name

Title Date

State of Oregon, acting by and through its Oregon Health Authority

By:

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Oregon Department of Justice Date

1A copy of the Federal Notice of Award #1B08TI083963-01 re: Substance Abuse Prevention and Treatment Block Grant Funding referenced above is posted as RFGA Attachment G in the Attachments for OregonBuys Bid # S-44300-00010881.

Intergovernmental Grant Agreement Form

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

EXHIBIT A

Part 1

Program Description

TO BE COMPLETED UPON AWARD

1. Program Goals and Objectives

Detail the activities that describe the Recipient’s Program to be supported under this Grant

Agreement. Do not use terms like work to be provided, services to be completed or performed, or deliverables, which are terms customarily associated with contracting for services. This may include:

2. Background.

3. Purpose.

4. Desired Outcomes.

5. Use of Grant Funds.

a. Allowable Activities.

b. Unallowable Activities.

6. Grant milestones.

7. Reporting Requirements.

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Part 2

Disbursement and Financial Reporting

TO BE COMPLETED UPON AWARD

1. Disbursement of Grant Funds.

a. During the period specified in Section 1., “Effective Date and Duration”, of this

Agreement, OHA will disburse to Recipient, a maximum not-to-exceed amount as specified in Section 3., “Grant Disbursement Generally” of this Agreement, to be disbursed as follows:

(1) Disbursement Schedule.

b. Recipient Invoice.

(1) Recipient shall submit signed invoices on a form that has been created by

Recipient, to OHA’s Agreement Administrator at the address specified on page 1 of this Agreement, or to any other address as OHA may indicate in writing to Recipient.

(2) Invoices must include the following information:

(a) Recipient name;

(b) Invoice number;

(c) Date of invoice;

(d) This Agreement number;

(e) A detailed description of activities performed to which the invoice applies,

(f) An explanation of all expenses for which Recipient claims reimbursement authorized under this Agreement; and

(g) The total amount due.

2. Budget Transfers.

3. Use and Recovery of Grant Funds.

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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

Recipient 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 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 Agreement.

Confidentiality policies shall be applied to all requests from outside sources.

(3) If Recipient, 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 Agreement, Recipient shall comply, and ensure that all of Recipient’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

OHA;

iii. Abide by all relevant Federal laws, restrictions on access, use, disclosure, and the security requirements contained within

OHA’s agreement with SSA;

iv. Provide its employees and agents the same security awareness training as OHA’s employees; and

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

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

Publication 1075:

i. Recipient and its officers, directors and employees with access to, or who use FTI provided by OHA must meet the background check requirements defined in IRS Publication

1075;

ii. Any FTI made available to Recipient shall be used only for the purpose of carrying out the provisions of this

Agreement. Recipient 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

Agreement. Inspection by or disclosure to anyone other than an officer or employee of the Recipient is prohibited;

iii. Recipient 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 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 OHA 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

Agreement.

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

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

OHA clients.

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b. Non-Client Information:

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under the 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 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 the

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 the Agreement;

(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 Agreement or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

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 OHA, Recipient shall return or destroy all copies of Confidential Information, and Recipient shall certify in writing the return or destruction of all Confidential Information.

d. “Client” means any individual, family or provider:

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

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

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

[Note to Applicants: Section 2. Background Checks will be included if Proposer will have access to clients or client data.]

2. Background Checks. Recipient shall verify that each of Recipient’s employees, volunteers, and subcontractors, as a condition of working with OHA-referred clients or having access to OHA clients, client information, or client funds, has not been convicted of any of the following crimes: child or elder abuse, offenses against persons, sexual offenses, child neglect, or any other offense bearing a substantial relation to the qualifications, functions or duties of each such person. For purposes of this paragraph, “substantial relation” means the crime for which the person has been convicted of involves conduct by the person that relates to functions the person may perform for

Recipient or places the person in a position to gain access to a client or a client’s personal

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 information so as to place the person in a position to cause harm to a client. For example, a person who is convicted of fraud may not be permitted to work in a position that directs, controls or disburses moneys for this Agreement or has access to client finances or financial information. Anyone convicted of any of the aforementioned crimes or who is listed as a sex offender shall not be allowed to work with clients referred by OHA under this Agreement.

a. Recipient shall establish verification by:

(1) Having Recipient’s employee, volunteer, or subcontractor, apply for and receive a fingerprint-based national criminal records check from a local

Oregon State Police (OSP) office, which will be shared with Recipient;

OR

(2) Utilizing a fingerprint-based background check approval, provided within the last two years, by a federal or State of Oregon agency to demonstrate the Recipient’s employee, volunteer, or subcontractor’s fitness to provide services under this Agreement; OR

(3) Utilizing a third-party vendor accredited by the Professional Background

Screeners Association (PBSA). The third-party vendor must provide a national criminal records check that includes review of criminal history from each state the individual has lived, studied or worked in and the

National Sex Offender Public Website (NSOPW).

b. The following requirements apply to all background checks performed regardless of method (Section a.(1)-(3) above) used:

(1) Background checks must be completed prior to performing services under this Agreement, upon a promotion or a significant change in work duties, or if there is a reasonable basis to believe a new background check may be needed. Examples include, but are not limited to:

(a) Any indication of possible criminal or abusive behavior by an employee, volunteer or subcontractor;

(b) A lapse in working or volunteering in a position under the direction and control of Recipient, but the individual is still considered in the position. For example, an extended period of leave by the individual due to sabbatical or military deployment.

(c) Discovery of incorrect processes or insufficient documentation for a previously conducted background check.

(d) Federal or state regulations require a new background check.

(e) The Recipient determines the need for a background check.

(2) Background checks must be completed whenever there is a break in employment, volunteering, or subcontracting greater than 30 days. For example, an individual is laid off or quits due to the school year starting

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 but returns to working or volunteering for the employer the following semester or summer.

(3) Existing employees, volunteers, and subcontractors are not required to have a new background check conducted at the time of Agreement extension by amendment, unless required by Section b.(1) above.

(4) Recipient shall require each of its employees, volunteers, and subcontractors receiving background checks to report to the Recipient any and all new arrests, convictions, or investigations for any child protective service or adult protective service case within 5 business days after the new arrest, conviction or investigation took place.

(a) Within five days of such notification, the Recipient is required to report to OHA the employee, volunteer, or subcontractor’s new history.

(b) OHA may request a new background check to reevaluate the ongoing fitness of the employee, volunteer, or subcontractor.

(5) Recipient shall ensure all background checks and documentation are placed in the employee, volunteer, or subcontractor’s personnel file.

c. If the position of the Recipient’s employee or subcontractor is paid in part or in whole by funds from the Centers for Medicare and Medicaid Services (CMS), the background check must also include review of the General Service Administration (GSA) System for

Award Management (SAM), and the Social Security Administration (SSA) Death

Masterfile. Any employee or subcontractor of Recipient found excluded on SAM or listed on the SSA Death Masterfile shall not be permitted to work with OHA clients or have access to OHA clients, client information, or client funds.

d. The criminal records check procedures listed above also apply to Recipient, its owners, managers, and board members regardless if any individual has access to OHA clients, client information or client funds. Recipient shall establish a personal personnel file and place each criminal records check in named file for possibility of future OHA review and shall be maintained pursuant to Exhibit B, “Standard Terms and Conditions”, Section 14, “Records, Maintenance, Access.”

e. Changes to federal or state legislation and rule may impose additional requirements for background checks. These changes will be implemented by an amendment to this

Agreement.

f. If OHA determines there is a need for a new criminal records check, Recipient shall provide the results of a new criminal records check to OHA for review no more than 14 business days after OHA’s request.

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EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This 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

OHA or any other agency or department of the State of Oregon, or both, and Recipient that arises from or relates to this 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 Agreement.

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

Agreement. This Section shall survive expiration or termination of this Agreement.

3. Independent Parties. The parties agree and acknowledge that their relationship is that of independent parties and that Recipient is not an officer, employee, or agent of the State of

Oregon as those terms are used in ORS 30.265 or otherwise.

4. Grant Funds; Disbursements.

a. Recipient is not entitled to compensation under this Agreement by any other agency or department of the State of Oregon. Recipient understands and agrees that OHA’s participation in this Agreement is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to participate in this Agreement.

b. Disbursement Method. Disbursements under this Agreement will be made by

Electronic Funds Transfer (EFT). Upon request, Recipient shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT disbursement. Recipient shall maintain at its own expense a single financial institution or authorized disbursement 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 disbursements under this Agreement. Recipient shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Recipient elects to designate a different financial institution for the receipt of any disbursement made using EFT procedures, the Recipient shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any disbursement under this Agreement until

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 receipt of the correct EFT designation and disbursement information from the

Recipient.

5. Recovery of Overpayments. Any funds disbursed to Recipient under this Agreement that are expended in violation or contravention of one or more of the provisions of this

Agreement “Misexpended Funds” or that remain unexpended on the earlier of termination or expiration of this Agreement “Unexpended Funds” must be returned to

OHA. Recipient shall return all Misexpended Funds to OHA promptly after OHA’s written demand and no later than 15 days after OHA’s written demand. Recipient shall return all Unexpended Funds to OHA within 14 days after the earlier of termination or expiration of this Agreement. OHA, in its sole discretion, may recover Misexpended or

Unexpended Funds by withholding from payments due to Recipient such amounts, over such periods of time, as are necessary to recover the amount of the overpayment. Prior to withholding, if Recipient objects to the withholding or the amount proposed to be withheld, Recipient shall notify OHA that it wishes to engage in dispute resolution in accordance with Section 14 of this Exhibit.

6. Ownership of Work Product. Reserved.

7. Contribution.

a. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 (“Third Party Claim”) against a party (the “Notified Party”) with respect to which the other party

(“Other Party”) may have liability, the Notified Party must promptly notify the

Other Party in writing of the Third Party Claim and deliver to the Other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party

Claim. Either party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing. Receipt by the Other Party of the notice and copies required in this paragraph and meaningful opportunity for the Other Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to the Other Party’s liability with respect to the Third Party

Claim.

b. With respect to a Third Party Claim for which the State is jointly liable with the

Recipient (or would be if joined in the Third Party Claim), the State shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Recipient in such proportion as is appropriate to reflect the relative fault of the State on the one hand and of the Recipient on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the State on the one hand and of the Recipient on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts.

The State’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if the State had sole liability in the proceeding.

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c. With respect to a Third Party Claim for which the Recipient is jointly liable with the State (or would be if joined in the Third Party Claim), the Recipient shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the State in such proportion as is appropriate to reflect the relative fault of the Recipient on the one hand and of the State on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Recipient on the one hand and of the State on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts.

The Recipient’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if it had sole liability in the proceeding.

This Section shall survive expiration or termination of this Agreement.

8. Indemnification by Subcontractors. Recipient shall take all reasonable steps to require its contractor(s) that are not units of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless the State of Oregon and its officers, employees and agents (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys’ fees) arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Recipient’s contractor or any of the officers, agents, employees or subcontractors of the contractor (“Claims”). It is the specific intention of the parties that the Indemnitee shall, in all instances, except for

Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the contractor from and against any and all Claims. This Section shall survive expiration or termination of this Agreement.

9. Default; Remedies; Termination.

a. Default by Recipient. Recipient shall be in default under this Agreement if:

(1) Recipient fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein;

(2) Any representation, warranty or statement made by Recipient herein or in any documents or reports relied upon by OHA to measure compliance with this Agreement, the expenditure of disbursements or the desired outcomes by Recipient is untrue in any material respect when made;

(3) Recipient (1) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (2) admits in writing its inability, or is generally unable, to pay its debts as they become due, (3) makes a general assignment for the benefit of its creditors, (4) is adjudicated a bankrupt or insolvent, (5) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, 000000/initials Page 17 of 31

OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 or composition or adjustment of debts, (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (8) takes any action for the purpose of effecting any of the foregoing; or

(4) A proceeding or case is commenced, without the application or consent of

Recipient, in any court of competent jurisdiction, seeking (1) the liquidation, dissolution or winding-up, or the composition or readjustment of debts, of Recipient, (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of Recipient or of all or any substantial part of its assets, or (3) similar relief in respect to Recipient under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against Recipient is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect).

b. OHA’s Remedies for Recipient’s Default. In the event Recipient is in default under Section 9.a., OHA may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to:

(1) termination of this Agreement under Section 9.c.(2);

(2) withholding all or part of monies not yet disbursed by OHA to Recipient;

(3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

(4) exercise of its right of recovery of overpayments under Section 5. of this

Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and

OHA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Recipient was not in default under Section 9.a., then Recipient shall be entitled to the same remedies as if this

Agreement was terminated pursuant to Section 9.c.(1).

c. Termination.

(1) OHA’s Right to Terminate at its Discretion. At its sole discretion, OHA may terminate this Agreement:

(a) For its convenience upon 30 days’ prior written notice by OHA to

Recipient;

(b) Immediately upon written notice if OHA fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to continue supporting the program; or

(c) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024 that OHA’s support of the program under this Agreement is prohibited or OHA is prohibited from paying for such support from the planned funding source.

(d) Immediately upon written notice to Recipient if there is a threat to the health, safety, or welfare of any person receiving funds or benefitting from services under this Agreement “OHA Client”, including any Medicaid Eligible Individual, under its care.

(2) OHA’s Right to Terminate for Cause. In addition to any other rights and remedies OHA may have under this Agreement, OHA may terminate this

Agreement immediately upon written notice to Recipient, or at such later date as OHA may establish in such notice if Recipient is in default under

Section 9.a.

(3) Mutual Termination. The Agreement may be terminated immediately upon mutual written consent of the parties or at such other time as the parties may agree in the written consent.

(4) Return of Property. Upon termination of this Agreement for any reason whatsoever, Recipient shall immediately deliver to OHA all of OHA’s property that is in the possession or under the control of Recipient at that time. This Section 9.c.(4) survives the expiration or termination of this

Agreement.

(5) Effect of Termination. Upon receiving a notice of termination of this

Agreement or upon issuing a notice of termination to OHA, Recipient shall immediately cease all activities under this Agreement unless, in a notice issued by OHA, OHA expressly directs otherwise.

10. Insurance. All employers, including Recipient, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Recipient shall require subcontractors to maintain insurance as set forth in Exhibit C, which is attached hereto.

11. Records Maintenance, Access. Recipient shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, Recipient shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Recipient, whether in paper, electronic or other form, that are pertinent to this Agreement, in such a manner as to clearly document

Recipient’s performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of Recipient whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as “Records.” Recipient acknowledges and agrees that OHA and the Oregon Secretary of

State’s Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. Recipient shall retain and keep accessible all Records for the longest of:

a. Six years following final disbursement and termination of this Agreement;

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

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

c. Until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement.

12. Information Privacy/Security/Access. If this Agreement requires or allows Recipient or, when allowed, its subcontractor(s), to access or otherwise use any OHA Information

Asset or Network and Information System in which security or privacy requirements apply, and OHA grants Recipient, its subcontractor(s), or both access to such OHA

Information Assets or Network and Information Systems, Recipient shall comply and require its subcontractor(s) to which such access has been granted to comply with the terms and conditions applicable to such access or use, including OAR 943-014-0300 through OAR 943-014-0320, as such rules may be revised from time to time. For purposes of this Section, “Information Asset” and “Network and Information System” have the meaning set forth in OAR 943-014-0305, as such rule may be revised from time to time.

13. Assignment of Agreement, Successors in Interest.

a. Recipient shall not assign or transfer its interest in this Agreement without prior written consent of OHA. Any such assignment or transfer, if approved, is subject to such conditions and provisions required by OHA. No approval by OHA of any assignment or transfer of interest shall be deemed to create any obligation of

OHA in addition to those set forth in this Agreement.

b. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns.

14. Resolution of Disputes. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement. In addition, the parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. This Section shall survive expiration or termination of this Agreement.

15. Subcontracts. Recipient shall not enter into any subcontracts for any part of the program supported by this Agreement without OHA’s prior written consent. In addition to any other provisions OHA may require, Recipient shall include in any permitted subcontract under this Agreement provisions to ensure that OHA will receive the benefit of subcontractor activity(ies) as if the subcontractor were the Recipient with respect to

Sections 1, 2, 3, 6, 7, 8, 10, 11, 12, 13, 15, 16, and 17 of this Exhibit B. OHA’s consent to any subcontract shall not relieve Recipient of any of its duties or obligations under this

Agreement.

16. No Third Party Beneficiaries. OHA and Recipient are the only parties to this

Agreement and are the only parties entitled to enforce its terms. Nothing in this

Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed by the general public unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. This Section shall survive expiration or termination of this Agreement.

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

17. Severability. The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. This Section shall survive expiration or termination of this Agreement.

18. Notice. Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, e-mail, or mailing the same, postage prepaid to Recipient or

OHA at the address or number set forth in this Agreement, or to such other addresses or numbers as either party may indicate pursuant to this Section. Any communication or notice so addressed and mailed by regular mail shall be deemed received and effective five days after the date of mailing. Any communication or notice delivered by e-mail shall be deemed received and effective five days after the date of e-mailing. Any communication or notice delivered by facsimile shall be deemed received and effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours of the Recipient, or on the next business day if transmission was outside normal business hours of the Recipient. Notwithstanding the foregoing, to be effective against the other party, any notice transmitted by facsimile must be confirmed by telephone notice to the other party. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.

OHA: Office of Contracts & Procurement

500 Summer Street NE, E-03

Salem, OR 97301

Telephone: 503-945-5818

Fax: 503-378-4324

This Section shall survive expiration or termination of this Agreement.

19. Headings. The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe the meaning or to interpret this Agreement.

20. Amendments; Waiver; Consent. OHA may amend this Agreement to the extent provided herein, the solicitation document, if any from which this Agreement arose, and to the extent permitted by applicable statutes and administrative rules. No amendment, waiver, or other consent under this Agreement shall bind either party unless it is in writing and signed by both parties and when required, approved by the Oregon

Department of Justice. Such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose given. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by that party of that or any other provision. This Section shall survive the expiration or termination of this

Agreement.

21. Merger Clause. This Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein, regarding this Agreement.

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OHA IGA Grant Agreement (reviewed by DOJ) Updated: 9/26/2024

22. Limitation of Liabilities. NEITHER PARTY SHALL BE LIABLE TO THE OTHER

FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR

ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION

OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS

TERMS.

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EXHIBIT C

Subcontractor Insurance Requirements

Recipient shall require its first-tier Contractor(s) (Contractor) that are not units of local government as defined in ORS 190.003, if any, to:

i) obtain the insurance specified under TYPES AND AMOUNTS and meet the requirements under ADDITIONAL INSURED, CONTINUOUS CLAIMS MADE

COVERAGE, NOTICE OF CANCELLATION OR CHANGE, and CERTIFICATES

OF INSURANCE before the Contractor(s) perform under contracts between Recipient and the Contractors (the "Subcontracts"), and

ii) maintain the insurance in full force throughout the duration of the Subcontracts. The insurance must be provided by insurance companies or entities authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to Agency.

Recipient shall not authorize Contractors to begin work under the…