S-10000-00013620-0 Attachment E~1.pdf

RFA Bid Solicitation S-10000-00013620 Attachment E Qualified Residential Treatment Program ages 10 to 18

SAMPLE CONTRACT – NOT VALID FOR SIGNATURE

DO NOT SIGN THIS DOCUMENT SAMPLE CONTRACT

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STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

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

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

Contractor Name DBA Facility or Assumed Name, if necessary

Address Address

Attention: NAME Telephone: NAME

E-mail address: EMAIL hereinafter referred to as “Contractor.”

Services provided under this Contract are for ORKids participant ID number: NUMBER, ORKids case number: NUMBER, hereinafter referred to as “Child”.

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

Office of Child Welfare Programs Child Welfare Treatment Services

500 Summer Street NE Salem, Oregon 97301

Contract Administrator: NAME or delegate Telephone: PHONE

E-mail address: EMAIL

SAMPLE CONTRACT – NOT VALID FOR SIGNATURE

DO NOT SIGN THIS DOCUMENT SAMPLE CONTRACT

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1. Effective Date and Duration. This Contract shall become effective on the later of: (I) the last date all required signatures in Section 6., below have been obtained, or (II) BEGIN DATE provided it is (i) signed by all parties on or before such date, and (ii) when required, approved in writing by the Oregon Department of Justice on or before such date, and (iii) when required, approved in writing by the Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on END DATE. Contract termination shall not extinguish or prejudice ODHS’ right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

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

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

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

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements

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

b. This Contract and the documents listed in Section 2., “Contract Documents”, Subsection a. above, shall be in the following descending order of precedence:

this Contract less all exhibits, Exhibits D, B, A, and C.

3. Consideration.

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

Contract, which includes any allowable expenses, is $NOT TO EXCEED AMOUNT. ODHS will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

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

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

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

Contractor is a contractor Not applicable

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Assistance Listings number(s) of federal funds to be paid through this Contract: 93.558 and 93.778

5. Contractor Information and Certification.

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

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Fax: ( )

Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1), a foreign person, or a foreign entity? (Check one box): YES NO

Business Designation. (Check one box):

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

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

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

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

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

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

Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

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

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

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

Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under

S-10000-00013620 – (6064) / l.thomas Page 5 of 40 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 5/2/2024 this Contract; or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

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

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

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at:

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

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

(a) Contractor is exempt from backup withholding;

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

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

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

(Remainder of page intentionally left blank) https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/SAM

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CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT,

UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED BEFORE

THE EFFECTIVE DATE OF THIS CONTRACT.

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

Each copy of the Contract and any amendments so executed shall constitute an original.

APPROVALS will be obtained from, as appropriate:

Contractor

State of Oregon, acting by and through its Oregon Department of Human Services

Oregon Department of Administrative Services:

Legal Sufficiency by Oregon Department of Justice:

Reviewed by ODHS Office of Contracts and Procurement:

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EXHIBIT A

Part 1 Statement of Work

NOT ALL BRS SERVICES ARE SHOWN. BRS AND RELATED SERVICES MAY BE

ONLY INDICATED OR PARTIALLY IDENTIFIED IN THIS SAMPLE STATEMENT OF

WORK.

The BRS services provided by the successful Applicant and the actual Statement of Work (Exhibit A Part 1 “Statement of Work”) will be negotiated between ODHS and the successful Applicant in accordance with statute and rule, based on ODHS’ needs, and on the Applicant’s licensing, certification, or ability to perform the service.

Contact the SPC if you have questions about specific services to provide and its standardized or potential Contract language.

1. Purpose. The purpose of this Contract is to provide Behavioral Rehabilitation Services

(BRS) to CHILD who is exhibiting debilitating psychosocial, emotional, and behavioral disorders.

2. Definitions. For purposes of this Exhibit A, Part 1, “Statement of Work”, capitalized terms shall have the following meaning:

(Refer to the RFA Subsection 2.2 “Definition of Terms”)

3. Conflict of Interest. Contractor shall, and ensure that all of Contractor’s BRS providers providing services under this Contract, notify ODHS in writing when a current employee or newly hired employee is also an employee of ODHS. The notification must be sent to the ODHS Contract Administrator and wellbeing.contracts@dhsoha.state.or.us and must include the name of the employee and their job description. ODHS must review the employment situation for any actual or potential conflicts of interest as identified under ORS chapter 244.

4. Additional Background Check Provision. Subject individuals of the Contractor must receive an updated criminal history and child abuse background check every 5 years. Any employee or subcontractor working onsite in the Contractor’s BRS program shall submit a Family First background check application to ODHS’ Background Check Unit at bcu.info@dhsoha.state.or.us and is restricted from working onsite until an approved background check is received.

5. Information Pursuant to Senate Bill (SB) 710. Contractor shall supply Child with information provided to the Contractor by ODHS that includes, but not limited to, the following:

a. Explains the provisions of sections 1 to 11 of SB 710, “Restraint and Involuntary

Seclusion” found at https://olis.oregonlegislature.gov/liz/2021R1/Downloads/MeasureDocument/SB7 10;

b. Provides instruction regarding how the Child may report suspected inappropriate use of restraint or involuntary seclusion;

mailto:bcu.info@dhsoha.state.or.us https://olis.oregonlegislature.gov/liz/2021R1/Downloads/MeasureDocument/SB710 https://olis.oregonlegislature.gov/liz/2021R1/Downloads/MeasureDocument/SB710

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c. Assures the Child in care that the Child will not experience retaliation for reporting suspected inappropriate uses of restraint or involuntary seclusion; and

d. Includes the telephone number for the toll-free child abuse hotline described in ORS 417.805, and the phone numbers and e-mail address for: the licensing or certification agency of the Contractor’s program, the Child’s ODHS caseworker, the Child’s attorney, the Child’s court appointed special advocate, and the Disability Rights Oregon.

6. Services to be Provided: Contractor shall provide the following services:

a. Behavioral Rehabilitation Services. Contractor shall provide Behavior

Rehabilitation Services as defined in, and in accordance with, Oregon Administrative Rules (OAR) 410-170-0000 through 410-170-0120 and OAR 413- 095-0000 through 413-095-0080. Contractor shall meet and maintain requirements as a Qualified Residential Treatment Program (QRTP) as defined in OAR 410-170-0000 through 410-170-0120 and OAR 413-095-0000 through 413- 095-0080.

(1) Contractor shall provide the following type(s) of BRS care to CHILD

(To be negotiated based on response to the RFA)

b. One-on-One Supervision Services. One-on-One (1:1) Supervision means direct line of sight supervision above and beyond BRS ratio requirements to ensure client safety and to assist with successful placement transition when needed. 1:1 Supervision services occur when one staff is assigned to one child only; and for a period of time where the staff assigned has constant line of sight supervision.

(1) Prior to 1:1 Supervision services commencing, Contractor shall:

(a) Request a “1:1 Direct Line of Sight Staff Supervision Request” form from the ODHS RRC assigned to the Child;

(b) Complete the “1:1 Direct Line of Sight Staff Supervision Request” form outlining a written plan for the use of 1:1 Supervision services;

(c) Submit the “1:1 Direct Line of Sight Staff Supervision Request” form to the ODHS RCC for review and approval; and

(d) Receive approval from the ODHS RRC before starting 1:1 Supervision services.

(2) ODHS will only pay for pre-authorized 1:1 Supervision service hours provided by Contractor staff other than those certified in the foster home or who are working at a facility within the required staffing ratios. ODHS will not pay for more than the total number of billable 1:1 Supervision hours agreed upon on the approved “1:1 Direct Line of Sight Staff Supervision Request” form.

(3) Each 1:1 Supervision services request and approval is valid for 30 days. If additional 1:1 Supervision services are required, Contractor shall submit a new “1:1 Direct Line of Sight Staff Supervision Request” form to the

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ODHS RRC for approval prior to continuation of 1:1 Supervision services for each 30 day period.

(4) Upon a request for continuation of 1:1 Supervision services each month, Contractor shall submit a written report to the ODHS caseworker and RRC that includes the following information:

(a) An updated “1:1 Direct Line of Sight Staff Supervision Request” form;

(b) The most recent service plan;

(c) A current service plan update, which must include the Child’s response to the 1:1 Supervision services that were provided;

(d) The rationale for the continued need of 1:1 Supervision services;

and

(e) Any incident reports from the last service period.

7. Chemical Restraints. ODHS’ expectations related to chemical restraints exceed the federal policy outlined in CFR Title 42. Contractor shall not use, and shall ensure its provider(s) do not use, intramuscular chemical restraints for any ODHS client at any time under any circumstances.

8. Contractor Requested Discharge of the Child:

a. In the event Contractor is requesting the Child to be discharged either on an emergency basis or within a 30 day period, in addition to working with the ODHS caseworker, Contractor shall consult with the assigned RRC and ODHS Program Analyst. (May be optional)

b. The Child must meet discharge threshold criteria if Contractor is asking for the Child’s removal in a time frame less than 30 days. Criteria includes psychiatric instability requiring hospitalization or physical aggression leading to detention.

Neither of these circumstances necessitate an automatic discharge request. (May be optional)

9. Notification of Placement: Contractor shall:

a. Electronically notify ODHS of all initial placements, moves within Contractor’s program, and discharge dates, regardless of the reason for the move, whether planned or unplanned, or the type of facility or placement itself. A completed CF 0087 “Provider Placement Notification” form must be submitted electronically to BRS.PlacementSupport@dhsoha.state.or.us each time the Child enters, moves within, or discharges from the Contractor’s program. Notification must be received by ODHS no later than 24 hours after the Child’s change of placement.

b. Keep all documentation indicating that notification of placement change and the Placement Notification was submitted to the Child’s caseworker and the BRS Placement Support e-mail in the Child’s case file.

mailto:BRS.PlacementSupport@dhsoha.state.or.us

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10. Site Visits. Contractor shall allow the ODHS Contract Administrator physical access to Contractor’s BRS program, including proctor homes, on a frequency as determined by ODHS but no more than quarterly unless to address an identified concern.

11. Emergency Transport to Hospital. In the event that the Child is transported by emergency medical services to a local hospital, Contractor shall take the following steps:

a. Allow staff to accompany the Child to the hospital, either via transport in the ambulance or in separate vehicle. Due to required staffing ratio, if Contractor cannot allow a staff to accompany the Child, Contractor shall contact the hospital within 30 minutes of the Child’s departure from the program to provide initial information about the Child and Contractor contact information. Contractor shall be available for any hospital phone calls and provide needed information as requested.

b. Immediately contact the ODHS caseworker or ODHS caseworker’s supervisor if direct contact is not immediately made with the ODHS caseworker.

c. If it is after hours, call the Oregon Child Abuse Hotline at 1-855-503-SAFE (7233) and provide notification of the critical event and detailed information about the Child’s current status and location.

d. Physically stay with Child in hospital until ODHS staff can arrive.

e. Provide information about the Child to the hospital as requested by hospital staff to facilitate medical treatment and monitoring.

12. Specifications or Performance Standards. ODHS requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

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Part 2 Payment and Financial Reporting

NOT ALL PAYMENTS, REIMBURSEMENTS, AND CONDITIONS ARE SHOWN.

Contact the SPC if you have questions about specific rates for specific services that may be payable in accordance with current OAR.

1. Payment Provisions.

a. As consideration for the services provided by Contractor during the period specified in Section 1 “Effective Date and Duration” of this Contract, ODHS will pay to Contractor a maximum not-to-exceed amount as specified in Section 3 “Consideration,” as follows (may not apply in all situations or with all Contractors):

(1) ODHS will make payment for Service and Placement Related Activities on a fee for service basis as described in OAR 413-095-0060 and at the rates described in Exhibit 1 to OAR 410-170-0000 through 410-170-0120 for each BRS Service Type of Care.

Payment may be reimbursed at the QRTP Service Rate.

(2) Total days available for any given BRS Type of Care are the number of days in each of the effective years of this Contract.

To calculate the total number of bed days available over the life of this Contract for each BRS Type of Care, multiply the number of allotted beds times the number of total days in each of the effective years of the Contract specified in Section 1. “Effective Date and Duration” of this Contract.

(3) For Absent Days, ODHS will make payment at the Absent Day rate for the type of BRS care provided as defined in OAR 413-095-0000(1) and described in Exhibit 1 to OAR 410-170-0110 for each BRS Service Type described in Exhibit A, Part 1, “Statement of Work”, Section 6, “Services to be Provided”, Subsection a.(1).

(4) For Transitional Visits, ODHS will make payment to the Hosting Placement as defined in OAR 413-095-0000(6) at the Absent Day rate for the type of BRS care provided as described in OAR 413-095-0060(2) for each BRS Services Type.

(5) For 1:1 Supervision Service hours, the overall not-to-exceed amount as found in Section 3., “Consideration” of this Contract has been increased by 5% to account for usage and invoicing:

Services will be paid at the rate of $30.00 per hour.

b. Financial Reporting. Contractor shall authorize the release of any and all documentation provided by Contractor to ODHS Children’s Care Licensing

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Program (CCLP) under licensing rules OAR 413-215-0026, 413-215-0081 and 413-215-0091 in regards to financial review. This authorization allows for financial documentation to be provided to Contract Administrator.

c. Contractor Invoice.

(1) Contractor shall send all invoices to ODHS’ Contract Administrator at the address specified on page 1, or to any other address as ODHS may indicate in writing to Contractor. Contractor's claims to ODHS for overdue payments on invoices are subject to ORS 293.462.

2. Travel and Other Expenses. ODHS will not reimburse Contractor for any travel or other expenses under this Contract.

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Part 3 Special Provisions

1. Confidentiality of Information.

a. Client Information.

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical, or other forms which does not identify particular individuals.

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

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

(a) With respect to SSA records:

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

ii. Adhere to the same security requirements as employees of

ODHS;

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

iv. Provide its employees and agents the same security awareness training as ODHS employees; and

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

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication 1075:

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

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

Contractor shall treat all information contained in FTI as confidential and that information shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Inspection by or disclosure to anyone other than an officer or employee of the Contractor is prohibited;

iii. Contractor shall account for all FTI upon receipt and shall properly store all FTI before, during, and after processing.

In addition, all FTI related output and products will be given the same level of protection as required for the source material;

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

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

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

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

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

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

b. Non-Client Information.

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

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

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

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

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

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

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

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

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; and shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to 192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

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

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

(1) For whom ODHS must provide Services and incidental or specialized

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

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

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

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

2. Amendments.

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

(1) ODHS may extend the Contract for additional periods of time up to a total

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

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

b. ODHS further reserves the right to amend the Statement of Work based on the original scope of work of OregonBuys Bid Solicitation S-10000-00013620 for the following:

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

(2) Implement additional phases of the Work; or

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

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

c. Upon identification, by any party to this Contract, of any circumstance which may require an amendment to this Contract, the parties may enter into negotiations

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Waiver; Consent.” of this Contract.

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

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

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

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

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

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

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

c. In addition to the requirements of Sections 3.a. and 3.b. above, if law enforcement is notified regarding a report of child abuse, neglect, or threat of harm, Contractor shall also notify the local referring ODHS’ caseworker within 24 hours. If law enforcement is notified regarding a report of abuse of elderly, long term care facility residents, adults with mental illness or developmental disabilities, Contractor shall also notify the local Aging and People with Disabilities Office of ODHS within 24 hours.

d. If known, the abuse report must contain the following:

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

(2) The abused person’s age;

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

(4) The explanation given for the abuse;

(5) The date of the incident; and

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

4. Background Checks.

a. Contractor shall ensure that all employees, volunteers, subcontractors, owners, managers, and board members who perform services under this Contract or have

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b. In addition to potentially disqualifying conditions under OAR 407-007-0290, all employees, volunteers, subcontractors, owners, managers, and board members who perform services under this Contract, or who have access to ODHS-referred clients, client information, or client funds are subject to OAR 407-007- 0290(11)(c).

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

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

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

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

g. Contractor shall establish a personal personnel file and place each criminal records check in named file for possibility of future ODHS review and shall be

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h. Regardless of whether or not any employee, subcontractor, owner, manager, or board member of Contractor has access to ODHS-referred clients, client information, or client funds, if Contractor discovers the individual is included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN- List/Pages/default.aspx, or is listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/SAM Contractor shall notify the ODHS Contract Administrator via e-mail within one business day of such discovery.

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

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

7. Nondiscrimination.

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

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

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

d. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/SAM

S-10000-00013620 – (6064) / l.thomas Page 20 of 40 ODHS PSK (reviewed by DOJ 8/30/2018) Updated: 5/2/2024 employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

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EXHIBIT B

Standard Terms and Conditions

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

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

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

3. Independent Contractor.

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

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

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

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d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. ODHS reserves the right (i) to determine and modify the delivery schedule for the Work, and (ii) to evaluate the quality of the Work Product, however, ODHS may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

4. Representations and Warranties.

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

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

Contract;

(2) The obligations set forth in this Contract, when executed and delivered, shall be valid and binding obligations of the Contractor enforceable in accordance with its terms;

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

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

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

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

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

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of the State of Oregon or the federal government.

ODHS certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within ODHS' current biennial appropriation or limitation. Contractor understands and agrees that ODHS’ payment for Work performed is contingent on ODHS receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow ODHS, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Payment Method. Payments under this Contract will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment.