RFQ 2024-21 Home Modification and Remediation Services - Final.pdf

Revised 06/2021 Page 1

REQUEST FOR QUOTES (RFQ) #2024-21

Issue Date: November 6, 2024

Project Name: Home Modification and Remediation Services Quote Due Date/Time: Open Solicitation – Rolling Submissions Procurement Representative: George Marlton Phone: 503-416-4706 Email: marltong@careogon.org

SUBMIT QUOTES VIA EMAIL TO VENDORSERVICES@CAREOREGON.ORG

PLEASE NOTE: EMAIL SUBMISSIONS SHOULD HAVE

“2024-21” IN THE SUBJECT LINE

1. ANNOUNCEMENT AND SPECIAL INFORMATION

Quoters are required to read, understand, and comply with all information contained within this Request for Quotes (“RFQ”). The RFQ is published and will review submissions as they are submitted. The RFQ will be closed when CareOregon determines it has a sufficient number of established contractors/vendors to perform the service.

RFQ Documents can be downloaded from OregonBuys at the following address:

https://oregonbuys.gov/bso/. Prospective Quoters will need to sign in to download the information and that information will be accumulated for a Plan Holder's List. Prospective Quoters are responsible for obtaining any addenda or clarifying questions from OregonBuys. Do not attempt to submit quotes or proposals through or to the OregonBuys website. All proposals must be submitted to the email listed above and below.

Complete Quotes must be emailed to vendorservices@careoregon.org. The subject line of the email must identify the RFQ title. Quoters are encouraged to contact Procurement to confirm receipt of the Quote.

All questions regarding this RFQ are to be directed to the Procurement Representative named above. Responses to clarifying questions will be posted to OregonBuys. Quoters may not communicate with CareOregon employees or representatives about the RFQ during the procurement process until the Procurement Department has notified Quoters of the selected Quoter.

Communication in violation of this restriction may result in rejection of a Quoter.

2. SCOPE

The purpose of this RFQ is to establish a retainer of qualified general contractors and service vendors (“contractors/vendors”) to provide defined services for the Home Modification and Remediation Services Program (“Program”). The services will be provided in the following Oregon counties:

Clackamas, Multnomah, Washington, and Jackson.

CareOregon and Jackson Care Connect (“JCC”) are coordinated care organizations that serve members that have covered benefits under the Oregon Health Plan (“OHP”) managed by the Oregon Health Authority (“OHA”). OHA received a Medicaid demonstration waiver from the Centers for Medicare & Medicaid Services to provide services called health-related social needs (“HSRN”) service that provide housing, nutrition, and climate-related supports to support eligible members’ health and well-being. This RFQ and Program is focused only on the home modification and remediation benefit.

CareOregon, Inc.

Procurement Department

315 SW 5th Ave.

Portland, OR 97204

(503) 488-7646 (Office) mailto:marltong@careogon.org mailto:VENDORSERVICES@CAREOREGON.ORG https://oregonbuys.gov/bso/ mailto:vendorservices@careoregon.org

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See Attachment 1 for Program Definitions and Service Descriptions about the services and requirements. Note CareOregon will only contract with vendors that have the required license as indicated in the Service Description table. Only the specifically described Program services will be allowed and CareOregon will not pay for any services outside the Program scope. The below is a summary of the services:

• Home modification will include the installation of Ramps, Grip Bars, or Door and Cabinet Handles for members having difficulty due to dexterity issues.

• Home remediation includes Pest Eradication, installation of Window Coverings to prevent allergens, or Chore Services that include the following:

• Heavy housecleaning to ensure the member can safely navigate in the home,

• Removal of hazardous waste, debris, or dirt from the home, or

• Removal of yard hazards to ensure the outside of the home is safe for the member to enter or exit the home.

Launching of a new benefit often has a ramp time for utilization by members. It is anticipated that initially there will be a limited number of requested services but will upscale over the following year.

An ongoing estimate of utilization is around 250 encounters per month for the tri-county area and 45 encounters per month for Jackson County. The estimate is rough and CareOregon makes no guarantee of any compensation from participation in the Program.

CareOregon is not a governmental entity and the services provided are not subject to Oregon Prevailing Wage or the Davis-Bacon Act.

CareOregon will only contract with quoters that will directly perform the services and subcontracting will be allowed only on an exception basis. Brokers or other coordinating restoration services will not be allowed to participate in the Program.

General Program Process

1. Members will submit a request to CareOregon or JCC and they will complete an initial assessment of eligibility for the benefit.

2. The CareOregon team will request contractors/vendors to complete a site visit in order to develop a quote based on contemplated services.

3. The contractor/vendor will submit the quote to the CareOregon team for final benefit determination. If all required documentation has been submitted, final determination will be completed within 48 hours. Quotes will be on a Fixed Fee basis.

4. CareOregon will facilitate the execution of a Statement of Work (“SOW”) between it and the contractor/vendor to perform the work.

5. Contractor will coordinate and complete the authorized services.

6. Contractor will submit an invoice to CareOregon within 14 calendar days of completion of authorized services.

Service Expectations:

1. Service quotes must be submitted within 10 business days from the date of request.

2. Quotes must include:

a. A detailed scope of work that outlines the services to be performed and the estimated timeline to complete the project upon issuance of a Statement of Work (“SOW”).

b. A Fixed Fee.

c. A statement that the Fixed Fee is for reasonable average Workmanship and Materials.

3. Upon issue of a SOW, the services should be completed within 15 calendar days but no more than 30 calendar days unless a reasonable delay caused by permitting.

4. Contractor/vendor shall be responsible for coordinating approved services with the member and landlord (if applicable). CareOregon is responsible for obtaining approval of the services by the member and landlord before issuance of a SOW.

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5. If the member requires an interpreter for communication with the contractor/vendor, the CareOregon Navigation team or a contracted HRSN provider will coordinate interpreter services (may be in-person or telephonic interpretation).

6. Invoices must be submitted within 14 calendar days of completion of service and must specifically identify the SOW number and the date all services were completed (not just the invoice date).

7. Contractors/vendors are expected to uphold the highest level of confidentiality in providing the services to members.

8. Because funding for this Program comes from federal and state resources, contractor/vendor and its employees and subcontractors may not be debarred, suspended, or excluded from participating in any federal health care programs. Contractors/vendors will need to ensure that they complete monthly exclusion checking of its employees and subcontractors.

9. Quoting for services by county by contractor/vendor, means agreement to provide services to members throughout the entire selected county without any geographic limitations or additional fees (e.g. mileage, trip charge, quote charge, etc.).

10. Contractor may only allow its employees that have passed a criminal background check to provide services for the Program.

11. Contractors/vendors that do not timely meet the Program requirements will be removed from the Program.

3. SAMPLE CONTRACT

Submission of a Quote in response to this RFQ indicates Quoter’s willingness to enter into a contract containing substantially the same terms as Attachment 2 - Sample Goods and Services Contract. No action or response to the sample contract is required under this RFQ. If offered a contract, contractor/vendor will be expected to quickly complete the contracting process and submit a New Vendor Packet to activate the contractor/vendor in the CareOregon finance system and setup payment by ACH.

**Special Sample Contract Note: It is the intent of CareOregon to award multiple contracts as a result of this RFQ to establish a retainer list of contractors/vendors. CareOregon will not negotiate the sample contract including the scope of work or any of the terms or conditions for services.

Submission of a quote means that your firm has reviewed the sample contract and will agree to the terms if awarded a contract.

4. QUOTE

Quotes should be short and concise with the following information. Quotes may not exceed a total of 4 pages, inclusive of all exhibits, attachments or other information.

A. Company name and experience in these types of projects.

B. Proof of the applicable license requirement (if required) for the services proposed.

C. Provide at least three references from clients for similar projects (Other than CareOregon

Staff).

D. Completed Attachment 2 – Quote Service Matrix that indicates which services your firm will provide and County in which services will be performed. Also to identify the primary representative that will be the point of contact for coordinating services.

E. Completed Attachment 3 - Quote Certification Form.

5. EVALUATION

CareOregon will evaluate quotes and make a determination to offer a retainer contract for services.

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CAREOREGON, INC.

INSTRUCTIONS TO QUOTERS

1. QUOTE FORMAT: Quotes must be submitted as indicated in the RFQ.

2. CONFORMANCE TO RFQ REQUIREMENTS: Quotes must conform to the requirements of the RFQ. Unless otherwise specified, all items quoted are to be new, unused, and not remanufactured in any way. Any requested attachments must be submitted with the quote and in the required format. Quote prices must be for the unit indicated on the quote. Failure to comply with all requirements may result in quote rejection.

3. ADDENDA: Only documents issued as addenda by CareOregon serve to change the RFQ in any way. No other directions received by the Quoter, written or verbal, serve to change the RFQ document. NOTE: IF YOU HAVE RECEIVED A COPY OF THE RFQ, YOU SHOULD CONSULT OREGONBUYS (https://oregonbuys.gov/bso/) TO

ENSURE THAT YOU HAVE NOT MISSED ANY ADDENDA OR ANNOUNCEMENTS. QUOTERS ARE NOT

REQUIRED TO RETURN ADDENDUMS WITH THEIR QUOTE. HOWEVER, QUOTERS ARE RESPONSIBLE

TO MAKE THEMSELVES AWARE OF, OBTAIN AND INCORPORATE ANY CHANGES MADE IN ANY

ADDENDA ISSUED INTO THEIR FINAL QUOTE. FAILURE TO DO SO MAY, IN EFFECT, MAKE THE

QUOTER’S QUOTE NON-RESPONSIVE, WHICH MAY CAUSE THE QUOTE TO BE REJECTED.

4. USE of BRAND or TRADE NAMES: Any brand or trade names used by CareOregon in the specifications are for the purpose of describing and establishing the standard of quality, performance, and characteristics desired and are not intended to limit or restrict competition. Quoters may submit quotes for substantially equivalent products to those designated unless the RFQ provides that a specific brand is necessary because of compatibility requirements, etc. All such brand substitutions shall be subject to approval by CareOregon.

5. PRODUCT IDENTIFICATION: Quoters must clearly identify all products quoted. Brand name and model or number must be shown. CareOregon reserves the right to reject any quote when the product information submitted with the quote is incomplete.

6. FOB DESTINATION: Unless specifically allowed in the RFQ, QUOTE PRICE MUST BE F.O.B. DESTINATION with all transportation and handling charges included in the Quote.

7. DELIVERY: Delivery time must be shown in number of calendar days after receipt of purchase order.

8. EXCEPTIONS: Any deviation from quote specifications, or the form of sample contract referenced in this RFQ, may result in quote rejection at CareOregon’s sole discretion.

9. SIGNATURE ON QUOTE: Quotes must be signed by an authorized representative of the Quoter. Signature on a quote certifies that the quote is made without connection with any person, firm or corporation making a quote for the same goods and/or services and is in all respects fair and without collusion or fraud. Signature on a quote also certifies that the Quoter has read and fully understands all quote specifications, and the sample contract referenced in this RFQ (including insurance requirements). No consideration will be given to any claim resulting from quoting without comprehending all requirements of the RFQ.

10. QUOTE MODIFICATION OR WITHDRAWL: Quotes, once submitted, may be modified in writing or withdrawn before the time and date set for quote closing. Quoters may not modify quotes after Quote Due Date/Time.

11. QUOTE SUBMISSION: Quotes may be submitted by returning to CareOregon by email at the email address provided in the introduction of the RFQ. The email subject line should contain the RFQ Number and RFQ Title.

12. PRIOR ACCEPTANCE OF DEFECTIVE PROPOSALS: Due to limited resources, CareOregon generally will not completely review or analyze quotes which fail to comply with the requirements of the RFQ or which clearly are not the best quotes, nor will CareOregon generally investigate the references or qualifications of those who submit such quotes.

Therefore, neither the return of a quote, nor acknowledgment that the selection is complete shall operate as a representation by CareOregon that an unsuccessful quote was complete, sufficient, or lawful in any respect.

13. DELIVERY: Significant delays in delivery may be considered in determining award if early delivery is required.

14. CASH DISCOUNTS: Cash discounts will be considered if included in the Quote.

15. PAYMENT: Quotes which require payment in less than 30 days after receipt of invoice or delivery of goods, whichever is later, may be rejected.

16. INVESTIGATION OF REFERENCES: CareOregon reserves the right to investigate references and or the past performance of any Quoter with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of suppliers, sub-contractors, and workers. CareOregon may postpone the award or execution of the contract after the announcement of the apparent successful Quoter in order to complete its investigation. CareOregon reserves the right to reject any quote or to reject all quotes at any time prior to CareOregon’s execution of a contract if it is determined to be in the best interest of CareOregon to do so.

17. METHOD OF AWARD: CareOregon reserves the right to make the award by item, groups of items or entire quote, whichever is in the best interest of CareOregon.

18. QUOTE REJECTION: CareOregon reserves the right to reject any and all quotes.

19. QUOTE CONFIDENTIALITY AND RESULTS: Quoters who submit a quote will be notified of the RFQ results.

Quotes submitted will be considered confidential and will only be shared internally with applicable staff for this project.

Any scores or evaluation materials that CareOregon uses shall remain private and confidential information for CareOregon purposes only.

https://oregonbuys.gov/bso/

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ATTACHMENT 1

DEFINITIONS

Chore Services Chore services includes:

• Heavy housecleaning to ensure the member can safely navigate in the home,

• Removal of hazardous waste, debris, or dirt from the home, or

• Removal of yard hazards to ensure the outside of the home is safe for the member to enter and exit the home.

Chore Services exclude:

• General housekeeping,

• Removal of debris that does not impede the member from safely traversing within the home, or entering or exiting the home safely, or

• Removing items that do not present a potential fire hazard that may endanger the members

Chore Services are broken into two subcategories: Junk Hauling and Housecleaning

• Junk Hauling is the removal of garbage and debris with minimal cleaning to tidy (sweep or rake) after removal

• Housecleaning means heavy housecleaning with removal of a yard or less of waste.

Chore Services do not include restoration services to the home.

Fixed Fee The service fee shall include all materials, labor, travel, all sub-contracts, overhead and profit, taxes, engineering fees, consultation fees, survey, and permit fees. Subcontracted services shall be subject to a maximum ten percent (10%) markup for actual costs.

Subcontracted service markup will not be allowed for subcontracted services that are owned wholly or in part, or have material operations and management control over the subcontractor by the contractor. Except for the above, no other fees may be charged for the service.

Grip Bars American Disabilities Act (ADA) compliant grab bars for bathrooms, tubs, and showers. Includes ensuring proper reinforcement and attachment to the wall.

Home Modification

To eliminate known home-based health and safety risks and ensure the member’s living environment can accommodate their function, health, or safety needs.

Home Modification excludes:

• Accessibility modifications, adaptations, or improvements to the home that are not directly related to the known home-based health and safety risks and ensure the members’ health and safety in the living environment and completed exclusively for preference, design, or style. Examples of these types of modifications include installations, repairs, or updated related to: Roof, Appliance, Heating and cooling, Skylights and windows, Hot water tanks.

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• Adaptations that add to the total square footage of the home.

• General repair or maintenance and upkeep required for the home.

• Modifications that substitute for or duplicate modifications that are the responsibility of the landlord under landlord-tenant laws.

Remediation

The provision of medically necessary home remediation services to eliminate known home-based health and safety risks and ensure the member’s health and safety in the living environment.

Home Remediation excludes:

• Remediations to the home that are not directly related to eliminating known home-based health and safety risks and ensure the member’s health and safety in the living environment.

• Remediations that add to the total square footage of the home.

• General repair or maintenance and upkeep required for the home.

• Remediations that substitute for or duplicate remediations that are the responsibility of the landlord under landlord-tenant laws.

Materials Average quality building grade and reasonable cost materials in the region that services are being provided. Examples is average stocked or ordered materials supplied by Home Depot/Lowes (or typical supplier) that are average grade price.

Pest Eradication Schedule services to eradicate immediate identified pest issues. Pests include but is not limited to ants, spiders, fleas, roaches, silverfish, earwigs, hornets/wasps, bedbugs, and rodents. Service does not include ongoing routine preventative services. Services do not include restoration services.

Window Coverings

Standard interior washable curtains or synthetic blinds to prevent allergens. For curtains, includes mounting accessories (e.g. curtain bar). Must allow for the ability to remove the curtains or blinds for cleaning by an average person without having to uninstall/reinstall the outside mount (e.g. can remove the curtains from the curtain bar with simple detachment of the bar from the supports or be able to unclick the blinds from the outside mount). May accommodate member preferences as long as the Materials meet the average quality and reasonable cost limitation.

Workmanship Average quality and reasonable cost of workmanship in the region that services are being provided.

SERVICE DESCRIPTIONS

Home Modification Service Description Service Provider Required License Additional Information Ramps General Contractor CCB Ramps for entry into household. Designed and built to local code and permits if required. Standard building material and painted to closely match existing exterior colors

Grip Bars General Contractor CCB Standard materials Door and cabinet handles General Contractor CCB Standard materials. To accommodate dexterity issues

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Home Remediation

Service Description Service Provider Required License Additional Information Pest Eradication Vendor Applicable license from

Oregon Department of Agriculture

Immediate eradication services but does not include ongoing preventative maintenance services.

Window Coverings General Contractor CCB Standard materials Chore Services Junk Hauler, House

Cleaners N/A One-time service

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QUOTE CERTIFICATION FORM

RFQ #2024-21

Submitted by:

(Must be entity’s full legal name, and State of Formation)

Each Quoter must read, complete, and submit a copy of this Quote Certification with their Quote. Failure to do so may result in rejection of the Quote. By signature on this Quote Certification, the undersigned certifies that they are authorized to act on behalf of the Quoter and that under penalty of perjury, the undersigned will comply with the following:

SECTION I. NON-DISCRIMINATION: That the Quoter has not and will not discriminate in its employment practices with regard to race, color, creed, age, religious affiliation, sex, marital status, disability, sexual orientation, gender identity, national origin, veteran status, or any other protected class. Nor has Quoter or will Quoter discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business that is certified under ORS 200.055.

SECTION II. CONFLICT OF INTEREST: The undersigned hereby certifies that no officer, agent or employee of CareOregon is personally interested, directly or indirectly, in any resulting contract from this RFQ, or the compensation to be paid under such contract, and that no representation, statements (oral or in writing), of the CareOregon, its officers, agents, or employees had induced Quoter to submit this Quote. In addition, the undersigned hereby certifies that this proposal is made without connection with any person, firm, or corporation submitting a proposal for the same material, and is in all respects fair and without collusion or fraud.

SECTION III. COMPLIANCE WITH SOLICITATION: The undersigned further agrees and certifies that they:

1. Have read, understand, and agree to be bound by and comply with all requirements, instructions, specifications, terms, and conditions of the RFQ (including any attachments); and

2. Are an authorized representative of the Quoter, that the information provided is true and accurate, and that providing incorrect or incomplete information may be cause for rejection of the Quote or contract termination; and

3. Will furnish the designated item(s) and/or service(s) in accordance with the RFQ and Quote.

Name:_________________________________________ Date:__________________________________________

Signature:______________________________________ Title:__________________________________________

Email:_________________________________________ Phone:_________________________________________

Oregon Business Registry Number:__________________ OR CCB # (if applicable):____________________________

Quoter Primary Point of Contact (Coordination during process and for award information):

Name:_______________________________________

Email:_______________________________________ Phone:_____________________________________

Business Designation (check one):

Corporation Partnership Sole Proprietorship Non-Profit Limited Liability Company

Minority (MBE), Women (WBE), Service-Disabled Veteran (SDV), and Emerging Small Business (ESB):

Certified by the State of Oregon (provide certification number as applicable):

MBE WBE SDV ESB

Self-identified (check as applicable):

MBE WBE SDV ESB

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ATTACHMENT 2 – QUOTE SERVICE MATRIX

Contractor/Vendor Legal Name:

Contractor Address: Contractor General Phone:

Contractor Primary Point of Contact for Program:

Name: Phone:

Email:

Services to be Provided by County:

Multnomah County

Washington County

Clackamas County

Jackson County

Home Modification Ramps

Grip Bars

Door and Cabinet Handles

Multnomah County

Washington County

Clackamas County

Jackson County

Home Remediation Window Coverings

Pest Eradication

Chore Services

Junk Hauling

Housecleaning

By completing this Quote Service Matrix, I certify that my entity is an established experienced business to provide the service and has the licenses, insurance, staffing, and availability to provide the services in accordance with the Home Modification and Remediation Service Program.

Contractor/vendor Signature: Date:

SAMPLE CONTRACT

Goods & Services Contract Page 1 Rev 5/9/2023

GOODS AND SERVICES CONTRACT

Contract #

This Goods and Services Contract (this “Contract”) is entered into between (“Contractor”), and CareOregon, Inc. (“CareOregon”), each individually a “Party” and collectively, the “Parties”.

ARTICLE I.

1. Effective Date and Duration. This Contract shall become effective upon signature of both Parties

(“Effective Date”). Unless earlier terminated or extended, this Contract shall expire on December 31, 2026.

2. Definitions. “Goods” means any product, equipment, device, consumable, or any other type of good supplied by Contractor. “Service” means any service, resource, maintenance, or support supplied by Contractor. “Work” is defined as the Goods and/or Services defined in Exhibit A.

3. General Description of Work. Contractor shall provide the following Work: Home Modification and/or

Remediation Services, further described in Exhibit A and B.

4. Compensation. A Scope of Work Form (herein referred to as “SOW” and as further described in Article

II, Section 34) will be issued for each approved project and will include the project objectives, timelines, deliverables, and fees. The SOW will identify the effective date and duration as well as a maximum not to exceed (“NTE”).

5. Invoices and Payments. Upon completion of the Work in each SOW, Contractor shall submit an invoice to CareOregon with fourteen (14) calendar days. Invoices shall include applicable SOW contract number and be sufficiently descriptive to confirm completion of the Work as of a specific date (which may be before the invoice date). If Contractor fails to present invoices in proper form within sixty (60) calendar days after the end of the month in which the services were rendered, Contractor waives any rights to present such invoice thereafter and to receive payment therefor. Payments are normally made within 30 days following the date an accurate invoice is received. Contractor may not assess an overdue account charge in excess of eight percent (8%) per annum on outstanding balances. Contractor shall not submit invoices for, and CareOregon will not be obligated to pay, any amount in excess of the NTE compensation amount set forth in the SOW. If the SOW compensation amount is increased by amendment of the SOW, the amendment must be fully effective before Contractor performs Work subject to the amendment.

Invoices shall reference the above Contract Number and be submitted to:

covendorinvoices@careoregon.org.

6. Travel and Other Expense. Authorized: Yes No

If travel expense reimbursement is authorized in this Contract, such expense shall only be reimbursed at the rates in the CareOregon Contractor Travel Reimbursement Allowance, hereby incorporated by reference and found at: https://www.careoregon.org/about-us/vendor-resources. Travel expense reimbursement is not in excess of the not to exceed compensation amount.

7. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence and are attached and incorporated by reference, this Contract, Exhibit A (Scope of Work), Exhibit B (Program Definitions and Service Descriptions), and Exhibit C (Contractors quote to

RFQ #2024-21).

8. Contractor and CareOregon Contract Administrators.

Contractor Administrator:

Phone:

CareOregon Administrator:

Phone:

mailto:covendorinvoices@careoregon.org https://www.careoregon.org/about-us/vendor-resources

Goods & Services Contract Page 2 Rev 5/9/2023

Email:

Address:

Email:

Address:

ARTICLE II.

1. ACCESS TO RECORDS. During the term of the Contract and for a period of ten (10) years following the termination of the Contract, Contractor shall, upon written request, make available to any governmental agency, for CareOregon’s compliance with legal or regulatory requirements, all books and records of Contractor that are necessary to verify the nature and extent of the charges for the Work provided herein. The provisions of this Section shall survive the termination of this Contract.

2. CAPTIONS. The captions or headings in this Contract are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of this Contract.

3. COMPLIANCE WITH APPLICABLE LAW. Contractor shall, at all times during the term of this Contract and at Contractor’s own expense, comply with all applicable federal, state, and local laws, rules and regulations, and shall maintain in force any licenses and obtain applicable permits and consents required for performance of the Work under this Contract. Contractor shall provide copies of such applicable current valid licenses and/or permits upon request.

4. COUNTERPARTS. This Contract may be executed in several counterparts (electronic or otherwise), each of which shall be an original, all of which shall constitute the same instrument.

5. GOVERNING LAW AND DISPUTE RESOLUTION. This Contract, and all rights, obligations, and disputes arising out of it, shall be governed and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law.

The Parties agree to negotiate to resolve any disputes in good faith and may use mediation services to facilitate a resolution. If the Parties are unable to resolve the dispute through negotiation or mediation, then upon written demand by either party, any dispute arising out of or in connection with this Contract, including any question regarding its existence, interpretation, validity, or termination, shall be referred to and definitively resolved by mandatory binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The place of arbitration shall be Oregon. The arbitrator shall comply with the laws of Oregon. The judgment of the arbitrator shall be accompanied by a written statement of the basis for such judgment and may be entered and enforced by any court having proper jurisdiction. The award of the arbitrator shall be final and binding and shall not be subject to de novo judicial review. It is the express intent and understanding of the Parties that each shall be entitled to enforce its respective rights under any provision hereof through specific performance, in addition to recovering damages caused by a breach of any provision hereof, and to obtain any and all other equitable remedies as may be awarded by the arbitrator. Notwithstanding the above, each party shall have the right to seek provisional remedies from a court of competent jurisdiction. The provisions of this Section shall survive the termination of this Contract.

6. RESPONSIBILITY FOR DAMAGES; INDEMNITY. Each Party (“Indemnifying Party”) hereby agrees to defend, indemnify and hold harmless the other Party (in the case of CareOregon collectively this includes Jackson County CCO, LLC if performing services in Jackson County, the named member and landlord (if indicated as applicable) on an SOW) (“Indemnified Party”), its officers, directors, and employees from and against third party claims, loss, liability, expense (including reasonable attorneys’ fees), judgment or settlement contribution arising from injury to person or property, arising from any negligent act or omission on the part of Indemnifying Party’s officers, directors, or employees in connection with or arising out of: (a) Work performed under this Contract; (b) any breach or default in performance of any of Indemnifying Party’s obligations in this Contract including, without limitation, any breach of any warranty or representation. In the event that either Party, its officers, directors, or employees are made a party to any action or proceeding by reason of any matter for which the

Goods & Services Contract Page 3 Rev 5/9/2023

Indemnifying Party has hereby agreed to indemnify the Indemnified Party, then the Indemnifying Party, upon notice from Indemnified Party, shall defend such action or proceeding on behalf of Indemnified Party at the Indemnifying Party's sole cost and expense. Notwithstanding the foregoing, no defense or settlement shall be made without the prior written approval of the Indemnified Party, which shall not be unreasonably withheld. Each Party shall have the right to designate its own counsel if it reasonably believes the Indemnifying Party's counsel is not representing the Indemnified Party's best interest. This indemnity shall not be limited by reason of any insurance coverage required under this Contract and shall survive termination of this Contract.

7. INDEPENDENT CONTRACTOR STATUS. The service(s) to be rendered under this Contract are those of an independent contractor. Although CareOregon reserves the right to determine (and modify) the delivery schedule for the Work to be performed and to evaluate the quality of the completed performance, CareOregon cannot and will not control the means or manner of Contractor’s performance.

Contractor is responsible for determining the appropriate means and manner of performing the Work.

Contractor is not to be considered an agent or employee of CareOregon for any purpose, including, but not limited to the Contractor’s sole responsibility for payment of any Federal or State taxes required as a result of this Contract. This Contract is not intended to entitle the Contractor to any benefits generally granted to CareOregon employees, including, but not limited to, vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, Social Security, Workers' Compensation, unemployment compensation, or retirement benefits.

8. INSURANCE. Contractor shall secure at its own expense and keep in effect during the term of the performance under this Contract the insurance required and minimum coverage indicated below which shall be primary and non-contributory. The insurance requirements outlined below do not in any way limit the amount of scope of liability of Contractor under this Contract. Contractor shall provide proof of said insurance and name CareOregon, Jackson County CCO, LLC (if performing services in Jackson County), and the member and landlord (if indicated as applicable) on an SOW as additional insureds on commercial general liability and business automobile liability policies. Contractor shall provide CareOregon with a waiver of subrogation in favor of CareOregon for commercial general liability and workers’ compensation, if applicable. Proof of insurance and notice of any material change should be submitted to the following email address: CareOregon Procurement Department, 315 SW Fifth Ave., Portland, OR 97204 or procurement@careoregon.org.

Required - Workers Compensation: Contractor shall comply with the statutory workers’ compensation requirements in ORS 656.017, unless exempt under ORS 656.027 or 656.126.

Required – Commercial General Liability: combined single limit, or the equivalent, of not less than $1,000,000 per occurrence, with an annual aggregate limit of $2,000,000 for Bodily Injury and Property Damage.

Required – Commercial Automobile Liability: combined single limit, or the equivalent, of not less than $1,000,000 per accident for Bodily Injury and Property Damage.

The policy(s) stated herein shall provide primary insurance for all claims made pursuant to performance of this Contract. Any insurance or self-insurance maintained by CareOregon shall be excess and non-contributory. Contractor shall provide CareOregon with a waiver of subrogation in favor of CareOregon for Contractor’s commercial general liability and workers’ compensation, if applicable.

Contractor understands that the provisions of this Section may necessitate that Contractor purchase "tail insurance" if its coverage lapses or "nose insurance" and/or "tail insurance" if Contractor changes insurance carriers, even after this Contract has terminated. Should Contractor’s insurance coverage change, lapse or be terminated while this Contract is in effect, Contractor shall provide CareOregon with 30-day advance written notice.

mailto:procurement@careoregon.org

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10. FEDERAL HEALTHCARE PROGRAM ELIGIBILITY. Contractor represents and warrants that, to the best of its knowledge, its officers, directors, employees, subcontractors, agents, and other representatives are not debarred, suspended, or excluded from participating in any federal health care programs, as defined under 42 U.S.C. 1320a-7b (f), and to its knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion. Contractor agrees to notify CareOregon of the commencement of any such exclusion or investigation within seven (7) business days of first learning of it. Contractor represents that any employee or subcontractor responsible for administering or delivering services hereunder is not excluded from federal healthcare programs and is not included in the Office of Inspector General (“OIG”) List of Excluded Individuals and Entities and System for Award Management (“SAM”) exclusion list. Contractor and its subcontractors will review the OIG and SAM excluded parties lists prior to initial hiring or contracting, and then monthly thereafter to ensure that employees and subcontractors providing services under the Contract are not so debarred, suspended or excluded. Additionally, if an employee or subcontractor is identified to be on such lists, that employee or subcontractor will immediately be removed from any work related directly or indirectly to all Work pursuant to this Contract and Contractor shall take appropriate corrective actions.

CareOregon shall have the right to immediately terminate this Contract upon learning of any such exclusion.

11. FEDERAL FIRST TIER, DOWNSTREAM, RELATED ENTITY ELIGIBILITY AND

COMPLIANCE REQUIREMENTS. To the extent that Contractor is deemed a First Tier, Downstream, and Related Entities (“FDR”) as defined by the Centers for Medicare & Medicaid Services (“CMS”), CareOregon may monitor or audit Contractor’s performance under this Contract to ensure compliance will all applicable CMS regulations. Contractor agrees to comply with all applicable Medicare laws, regulations, and CMS instructions per 42 C.F.R §§ 422.504(i)(4)(v) and 423.505(i)(4)(iv). Contractor shall comply with the Medicare Compliance Addendum, hereby incorporated by reference and found at https://www.careoregon.org/about-us/vendor-resources.

12. EQUAL OPPORTUNITY. CareOregon and Contractor shall, to the extent applicable, abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ, advance in employment and treat qualified individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

13. LIMITATION OF LIABILITIES. Except for liability arising under or related to Article II, Section 16 or Section 22 neither party shall be liable for (i) any indirect, incidental, consequential or special damages under this Contract or (ii) any damages of any sort arising solely from the termination of this Contact in accordance with its terms.

14. NOTICES. Except as otherwise provided in this Contract, any required notices between the Parties shall be given in writing by personal delivery, email, or mailing the same, to the Contract Administrators identified in Article 1, Section 8. If notice is sent to CareOregon, a copy shall also be sent to:

Procurement Services, 315 SW Fifth Avenue, Portland, OR 97204, or procurement@careoregon.org.

Any communication or notice so addressed and mailed shall be deemed to be given five (5) days after mailing, and immediately upon personal delivery, or within 2 hours after the email is sent during CareOregon’s normal business hours (Monday – Friday, 8:00 a.m. to 5:00 p.m.) (as recorded on the device from which the sender sent the email), unless the sender receives an automated message or other indication that the email has not been delivered.

15. OWNERSHIP OF WORK PRODUCT. Contractor acknowledges and agrees that all reports and other work product resulting from the Work, and all rights and interests therein, shall be “Works for Hire” and mailto:procurement@careoregon.org

Goods & Services Contract Page 5 Rev 5/9/2023 the sole property of CareOregon, and Contractor agrees to execute any instruments requested by CareOregon during or after completion of the Work to effect transfer to CareOregon any rights Contractor may retain in such product.

Such “Works for Hire”, which for purposes of this Contract, shall include, but is not exclusive to, written materials, stories, articles, images, symbols, design, trademark, videos, media content and any other materials or content developed by Contractor pursuant to providing Work under this Contract. Any existing intellectual property of CareOregon used in developing the Works for Hire of performing the Work remains the property of CareOregon under all circumstances.

Any existing intellectual property owned by Contractor prior to the Effective Date or that was not created nor produced as part of performing the Work herein or with use of CareOregon intellectual property (“Contractor IP”) remains the property of the Contractor under all circumstances. However, should Contractor include any Contractor IP in the Works for Hire, Contractor shall grant CareOregon a non-exclusive, royalty-free, perpetual license to use such Contractor IP in the Works for Hire. If a Works for Hire includes third-party intellectual property, Contractor shall secure for CareOregon a non-exclusive, royalty-free, perpetual license or other agreement with comparable rights for CareOregon to use such third-party intellectual property. The provisions of this Section shall survive the termination of this Contract.

16. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants to CareOregon that:

A. Contractor has the power and authority to enter into and perform this Contract;

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

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

D. Contractor is an independent contractor as defined in ORS 670.600;

E. Performance Warranty: Contractor warrants the Goods and/or Services will be free from defects in design, workmanship, and materials; and that the Goods and/or Services will consistently perform according to the requirements of the Contract (including the then-current published specifications or documentation for the Goods/Services);

F. Service Warranty: Contractor’s employees (and contractors, if permitted) will have the certifications, skills, and qualifications necessary to perform Services in a timely, competent, and in accordance with the highest professional workmanlike standards of the applicable industry and law.

CareOregon’s failure to inspect and test a Good/Service will not relieve Contractor from its obligations under the Contract, including any testing, inspection, warranty, and quality control responsibilities. CareOregon agrees to provide Contractor reasonable access to the Goods for purposes of repair or replacement under this Service Warranty; and

G. Warranty Period: The warranty period for the Goods and/or Services will be at least twelve (12) months from acceptance (or delivery if acceptance is not applicable); and

The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. The provisions of this Section shall survive the termination of this Contract.

17. CONFLICT OF INTEREST. It is understood and agreed that Contractor may work as an independent contractor for competitors of CareOregon. However, at no time during the term of this Contract will Contractor act individually for or be employed by, render services for, act on behalf of, or have any interest, direct or indirect, in, any person, company or firm that might place them in conflict with the performance of Work under this Contract, unless such action is approved by CareOregon in writing.

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18. SEVERABILITY. The provisions of the Contract shall be deemed severable and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Contract shall be effective and binding upon the Parties.

19. OFFSHORE SERVICES. Unless specifically authorized in this Contract, all Services shall be provided within the United States or a Territory of the United States (America Samoa, Guam, Northern Marianas, Puerto Rico, and Virgin Islands). This requirement applies to Contractor's employees, subcontractors, and location where CareOregon Data will be stored.

20. SUBCONTRACTS AND ASSIGNMENTS. Unless specifically identified in this Contract, Contractor shall not enter into any subcontracts for any of the Work required by this Contract, or delegate, assign or transfer any of its interest in this Contract by operation of law or otherwise, without obtaining prior written approval from CareOregon, which shall be granted or denied in CareOregon’s sole discretion. In addition to any provisions CareOregon may require, Contractor shall require that any permitted subcontract under this Contract include the same requirements of Article II as if the subcontractor were the Contractor. CareOregon’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

21. SUCCESSORS IN INTEREST. The provisions of this Contract shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective authorized successors and assigns.

22. TERMINATIONS. This Contract may be terminated with or without cause by either party upon thirty

(30) days' prior written notice to the other party. In addition, either party shall have the right to immediately terminate this Contract at any time for cause upon written notice to the other party. For purposes hereof, cause is defined as: (1) breach of any provision of this Contract; (2) inability to perform said Work or incompetence demonstrated in performance of Work under this Contract; (3) reasonable belief that any employee(s) of the Contractor performing Work under this Contract has violated any applicable or relevant laws or regulations; (4) the bona fide appearance of a conflict of interest; and (5) fraud, dishonesty, substance abuse, or personal conduct which may harm the business and/or reputation of either party.

If either party terminates this Contract, Contractor shall immediately cease work on the date notice is given and promptly render an invoice for all work done through the date of termination. CareOregon shall pay the final invoice for such work and all costs reasonably attributable to such termination, but not for work not yet performed. If CareOregon had prepaid for services that were not performed, Contractor will reimburse the remaining balance. Following any notice of termination of this Contract, both Parties shall fully cooperate in all matters relating to finishing pending Work and the orderly transfer of any such pending Work to CareOregon.

23. REMEDIES. If terminated by CareOregon due to a breach by Contractor, then CareOregon shall have any remedy available to it in law or equity. If this Contract is terminated for any other reason, Contractor’s sole remedy is payment for Work delivered and accepted by CareOregon, less any setoff to which CareOregon is entitled.

24. THIRD PARTY BENEFICIARIES. CareOregon and Contractor are the only Parties to this Contract, however the member and landlord (if indicated as applicable in a SOW) are hereby intended third party beneficiaries to this Contract and are entitled to enforce its terms. Except as described in the preceding sentence, nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to any other third persons unless such third persons are individually identified by name herein or in the SOW and expressly described as intended beneficiaries of the terms of this Contract.

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25. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence in the performance of this Contract.

26. FOREIGN CONTRACTOR. If the Contractor is not domiciled in or registered to do business in the

State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State, Corporate Division, all information required by those agencies relative to this Contract.