SAMPLE General Services Agreement.pdf

CAO 06/01/2023

[[ Contract Number ]]

MULTNOMAH COUNTY SERVICES CONTRACT

Contract Number: [[ Contract Number ]]

This Services Contract (“Contract”) is between MULTNOMAH COUNTY (“County”) and [[ Name (Primary Second Party) ]](“Contractor”), each of whom is a “Party” and collectively they are the “Parties.”

CONTRACTOR ADDRESS:

[[ Name (Primary Second Party) ]] [[ Street Line 1 (Primary Second Party) ]] [[ City/Town (Primary Second Party) ]], [[ State/Province (Primary Second Party) ]] [[ Postal Code (Primary Second Party)

The Parties agree as follows:

Effective Date and Termination Date. The effective date of this Contract shall be [[ Start Date ]] [Optional: or the date on which all Parties have signed this Contract, whichever is later] (“Effective Date”). Unless earlier terminated as provided below, the Contract term begins on the Effective Date and continues until [[ End Date ]] (the “Term”).

Statement of Work. Contractor shall perform the work described in Exhibit 1 (“Work”).

Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.

Contract Documents. This Contract includes the following Standard Terms and Conditions and the terms and conditions contained in the following attached documents:

[Guidance: Below is the recommended format for detailing any exhibits to the contract. Exhibits 1-11 are established and may not be re-numbered/re-named. Exhibit name and number indicated below must match the name and number on the corresponding exhibit. Exhibits not used and out of sequence must be noted as Intentionally Omitted. Exhibits not used and not in sequence may be deleted from the table. For example if only Exhibits 1-3 are being used, all other exhibits and their rows may be removed from the table, rather than noting them as Intentionally Omitted]]

Exhibits

Exhibit Number Description

1 Statement of Work, Compensation, Payment, and Renewal Terms

2 Insurance Requirements

3 Certification Statement for Corporation or Independent Contractor

4 Worker’s Compensation Exemption Certificate

5 Intentionally Omitted

6 HOLD

[Insert As Needed] [Insert additional exhibits as needed]

Attachments [Guidance: Below is the recommended format for detailing any attachments to the contract. Attachment F and Attachment H-1 through H-3 are established County wide attachments, and may not be re-lettered/re-named. If a HIPAA attachment is required for your contract, select the correct attachment H and remove the references to the other attachments Attachment name and letter, indicated below, must match the name and letter on the corresponding attachment.]

Attachment Letter Description

F Post Federal Award Requirements Standards

H-1 Health Insurance Portability and Accountability Act of 1996 (HIPAA) Business Associate Agreement

H-2 Health Insurance Portability and Accountability Act of 1996 (HIPAA) Business Associate and 42 CFR Part 2 Qualified Service Organization Agreement

H-3 Health Insurance Portability and Accountability Act of 1996(HIPAA) Qualified Health Service Organization Agreement

[Insert As Needed] [Insert additional attachments as needed]

The Contract may only be amended or supplemented by a writing that is signed by a duly authorized representative of each Party, clearly recites the Parties’ understanding and intent to amend the Contract, and clearly and with specificity describes the terms to be amended or supplemented.

The Contract may be executed in multiple counterparts and may be electronically signed. Any verified electronic signatures appearing on the Contract are the same as handwritten signatures for the purposes of validity, admissibility, and enforceability. Any reproduction of the Contract made by reliable means is considered an original.

By executing this Contract, each signatory acknowledges they: (a) are a duly authorized representative of their Party, acting with the power and authority to bind their Party as provided in the Contract; (b) have read and understand the agreement, including the attached Exhibits and Attachments; and (c) agree on behalf of their Party to be bound by its terms as of the Effective Date.

CONTRACTOR SIGNATURE

Signature: Title:

Name (print): Date:

MULTNOMAH COUNTY SIGNATURE

This Contract is not binding on the County until signed by the Chair or the Chair’s designee.

County Chair or Designee: Date:

County Attorney Review:

Reviewed: JENNY M. MADKOUR, COUNTY ATTORNEY FOR MULTNOMAH COUNTY, OREGON

By Assistant County Attorney: Date:

STANDARD TERMS AND CONDITIONS

1. Time is of the Essence. Time is of the essence in the performance of this Contract.

2. Subcontracts and Assignment. Contractor shall not subcontract any of the Work required by this

Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County.

3. No Third Party Beneficiaries. County and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third-persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

4. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the Parties and their successors and approved assigns, if any.

5. Early Termination. This Contract may be terminated as follows:

a. County and Contractor, by mutual written agreement, may terminate this Contract at any time.

b. County in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

c. Either County or Contractor may terminate this Contract in the event of a breach of the Contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

d. Notwithstanding Section 5(c), County may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation or non-renewal of any license, permit or certificate that Contractor must hold to provide services under this Contract.

6. Payment on Early Termination. Upon termination pursuant to Section 5, payment shall be made as follows:

a. If terminated under Sections 5(a) or 5(b) for the convenience of the County, the County shall pay Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract.

County shall not be liable for direct, indirect or consequential damages. Termination shall not result in a waiver of any other claim County may have against Contractor.

b. If terminated under Section 5(c) by the Contractor due to a breach by the County, then the

County shall pay the Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract.

c. If terminated under Sections 5(c) or 5(d) by the County due to a breach by the Contractor, then the County shall pay the Contractor for Work performed prior to the termination date provided such Work was performed in accordance with the Contract less any setoff to which the County is entitled.

7. Remedies. In the event of breach of this Contract the Parties shall have the following remedies:

a. If terminated under Section 5(c) by the County due to a breach by the Contractor, the

County may complete the Work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the Work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess.

b. In addition to the remedies in Sections 6 and 7 for a breach by the Contractor, the County also shall be entitled to any other equitable and legal remedies that are available.

c. If the County breaches this Contract, Contractor’s remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

8. Access to Records; Right to Audit. Contractor shall retain, maintain and keep accessible all records relevant to this Contract (“Records”) for a minimum of six years, following Contract termination or full performance or any longer period as may be required by applicable law, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles. All other Records shall be maintained to the extent necessary to clearly reflect actions taken. During this record retention period, Contractor shall permit the County’s authorized representatives access to the Records at reasonable times and places for purposes of examination and copying. In addition to Records, Contractor shall permit the members of the County Auditor’s Office with reasonable access to its employees, properties, and equipment relevant to its performances under the Contract.

9. Ownership of Work. For purposes of this Contract, “Work Product” means all services Contractor delivers or is required to deliver to County pursuant to this Contract. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from services.

County shall have no rights in any pre-existing Contractor Intellectual Property provided to County by Contractor in the performance of this Contract except to copy, use and re-use any such Contractor Intellectual Property for County use only. However, all Work Product created by the Contractor as part of Contractor’s performance of this Contract shall be the exclusive property of the County. All Work Product authored by Contractor under this Contract shall be deemed “works made for hire” to the extent permitted by the United States Copyright Act. To the extent County is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to County any and all of its rights, title and interest in such Work Product. Upon County’s reasonable request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in County. Contractor forever waives any and all rights relating to such Work Product created under this Contract, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

If intellectual property rights in the Work Product are Contractor Intellectual Property, Contractor hereby grants to County an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on County’s behalf. If this Contract is terminated prior to completion, and the County is not in default, County, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver all partially completed Work Product, reports or documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract.

10. Compliance with Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to the Work under this Contract, and all regulations and administrative rules established pursuant to those laws, including, without limitation ORS 279B.020 and the following:

a. Pursuant to ORS 279B.220, Contractor shall: (i) make payment promptly, as due, to all persons supplying to the Contractor labor or material for the performance of the Work provided for in the Contract; (ii) pay all contributions or amounts due the Industrial Accident Fund from the Contractor or subcontractor incurred in the performance of the Contract;

(iii) not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished; and (iv) pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

b. Pursuant to ORS 279B.225, and if providing lawn and landscape maintenance services Contractor shall, salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective.

c. In accordance with ORS 279B.230, Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the Contractor, of all sums that the Contractor agrees to pay for the services and all moneys and sums that the Contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. All subject employers working under the Contract warrant they are either employers that will comply with ORS 656.017 or employers that are exempt under

ORS 656.126.

d. Pursuant to ORS 279B.235, Contractor shall not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it. The laborer shall be paid at least time and a half pay when: (i) overtime is in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; (ii) overtime is in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and (iii) Work is performed on Saturday and any legal holiday specified in a collective bargaining agreement or ORS 279B.020. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week, shall not apply to individuals who are excluded under ORS 653.010 to

653.261 or under 29 U.S.C. sections 201 to 219 from receiving overtime.

11. Compliance with Tax Law. Contractor shall pay all taxes owed to a public body, as defined in

ORS 174.109, and attests to compliance with the tax laws of this state or a political subdivision of this state including, but not limited to ORS 305.620, and ORS chapters 316, 317, and 318.

Contractor will continue to comply with the tax laws of this state or a political subdivision of this state during the Term. Failure to comply with this contract term is a default for which County may terminate the contract and seek damages and other relief available.

12. Indemnity. Contractor shall defend, save, hold harmless, and indemnify County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, except to the extent any of the same is caused in whole or in part by the negligence of County and its officers, employees and agents or any of them. Contractor shall have control of the defense and settlement of any claim that is subject to this section. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of County or any department of County, nor purport to act as legal representative of County or any of its departments, without first receiving from the Multnomah County Attorney’s Office authority to act as legal counsel for County, nor shall Contractor settle any claim on behalf of County without the approval of the Multnomah County Attorney’s Office. County may, at its election and expense, assume its own defense and settlement.

13. Insurance. Contractor shall provide insurance in accordance with Exhibit 2.

14. Waiver. The failure of the County to enforce any provision of this Contract shall not constitute a waiver by the County of that or any other provision. Waiver of any default under this Contract by County shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

15. Governing Law/Venue. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and ordinances of Multnomah County, Oregon. Any legal action involving any question arising under this Contract must be brought in Multnomah County, Oregon.

If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the District of Oregon.

16. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular term or provision held invalid.

17. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the Parties. All understandings and agreements between the Parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both Parties.

Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

18. Anti-discrimination Clause. Contractor shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, gender identity, source of income, or political affiliation in programs, activities, services, benefits or employment. Contractor shall not discriminate against minority-owned, women-owned or emerging small businesses. Contractor shall include a provision in each subcontract requiring subcontractors to comply with the requirements of this clause.

19. EEO Compliance. Contractor agrees that if, at any time during the Term, it has employees and will earn more than $75,000 as a result of this Contract, Contractor will not:

a. Discriminate against employees or applicants based on race, color, religion, sex, familial status, national origin, age, mental or physical disability, sexual orientation, gender identity, or source of income;

b. Solicit or consider employment recommendations based on factors other than personal knowledge or records of job-related abilities or characteristics;

c. Coerce the political activity of any person;

d. Deceive or willfully obstruct anyone from competing for employment;

e. Influence anyone to withdraw from competition for any position so as to improve or injure the employment prospects of any other person;

f. Give improper preference or advantage to anyone so as to improve or injure the employment prospects of that person or any other employee or applicant.

20. Contingent Funds.

a. Non-appropriation Clause. If payment for Work under this Contract extends into the

County's next fiscal year, County’s obligation to pay for such Work is subject to approval of future appropriations to fund this Contract by the Board of County Commissioners of Multnomah County, Oregon.

b. Payments to Subrecipients. If any portion of the payment(s) for Work under this Contract comes from a third-party funding source, such as from a grant or from a state or federal government, County’s obligation to pay for such Work is subject to receipt of those third-party funds. If there is a change to funding for this Contract, such as the addition or loss of a third-party funding source, Contractor will be notified via a certified letter within thirty (30) days of such change.

21. Warranties. Contractor represents and warrants to County that: (a) Contractor has the power and authority to enter into and perform the Contract; (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; and

(c) Contractor’s performance under the Contract shall be in a good and workmanlike manner and in accordance with professional standards applicable to the Work.

22. Protection Against Loss or Damages. County shall have the right to withhold from payments due

Contractor such sums as are necessary in County’s sole opinion to protect County from any loss, damage, or claim which may result from Contractor’s failure to perform in accordance with the terms of the Contract or failure to make proper payment to suppliers or subcontractors. County shall not be obligated to pay Contractor until it has affirmatively accepted Contractor’s Work.

23. Federal Funds Subrecipient. The Assistance Listing Number(s) (ALN), title(s) and amount(s) of the Federal funds are shown below along with other required information about the Federal award per 2 CFR 200, Subpart D – Post Federal Award Requirements Standards for Financial and Program Management, Section 200.331 (see Attachment F). If this Contract is a subaward

(making Contractor a subrecipient of Federal funds), Contractor shall conduct an audit as described under 2 CFR 200.500-521 (which replaces OMB Circular A-133) if such an audit is required by Federal regulations. If there is a change to funding for this Contract that adds Federal funding or changes existing funding to Federal, Contractor will be notified via a certified letter within 30 days.

ALN # Program Title Program Amount

[[ ALN: Assistance Listing Number (ALN) Number ]]

[[ ALN: Program Name ]] [[ ALN: Dollar Amount ]]

24. Fiscal Requirements and Audit Rights. Contractor agrees to use, document, and maintain accounting policies, practices and procedures, and cost allocations, and to maintain fiscal and other records pertinent to this Contract consistent with Generally Accepted Accounting Principles (GAAP), Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (2 CFR Chapter I, Chapter II, Part 200), Oregon Administrative Rules, and County financial procedure in the Countywide Provider’s Fiscal Policies and Procedures Manual for contractors located at:

http://web.multco.us/finance/fiscal-compliance.

a. Accounting records will be up-to-date and will accurately reflect all revenue by source, all expenses by object of expense and all assets, liabilities, and equities consistent with GAAP, Oregon Administrative Rules, and County procedures. Reports and fiscal data generated by Contractor under this Contract will be accessible to County upon request.

b. Contractor will be subject to a County fiscal compliance review to monitor compliance with County’s financial reporting and accounting requirements. The review will be completed periodically, as described in the Countywide Fiscal Policies and Procedures Manual for contractors. If Contractor’s corporate headquarters are out of state, Contractor agrees to pay travel costs incurred by County to conduct fiscal review. These costs include, but are not limited to, transportation to corporate headquarters, lodging, and meals.

c. Limited scope and full audits, including the Management Letter associated with the audit, if issued, and all specifications identified in County’s Fiscal Policies and Procedure Manual will be submitted to County within 30 days from the date of the report, but in no case later than nine months after the end of Contractor’s fiscal year. Failure to submit required audits and Management Letter by specified deadlines will be cause for withholding of Contract payments until audits are submitted.

d. Contractor agrees that audits must be conducted by Certified Public Accountants who satisfy the independence requirements outlined in the rules of the American Institute of

Certified Public Accountants (Rule 101 of the AICPA Code of Professional Conduct, and related interpretation and rulings), the Oregon State Board of Accountancy, the independence rules contained within Government Auditing Standards (2003 Revision), and ruled promulgated by other Federal, State, and local government agencies with jurisdiction over Contractor. Those rules require that the Certified Public Accountant be independent in thought and action with respect to organizations who engage them to express an opinion on Financial Statements or to perform other services that require independence.

25. Security of Information Systems. As used in this section:

“Information System” is an electronic system for storing, processing, and exchanging information, including without limitation, smartphones, computers, servers, and the software, services, and data existing thereon.

"Security Breach” is the unauthorized access of an Information System controlled by a Party that results in the: (i) unauthorized access to data; (ii) introduction of malicious code; (iii) exfiltration or manipulation of data; or (iv) unauthorized access of security or access credentials. To avoid ambiguity, “Security Breach” does not include ongoing or routine incidents that do not result in access to an Information System.

a. Each Party has established and will maintain an information security program that is compliant with all relevant federal and state laws and otherwise designed to: (i) ensure the security and confidentiality of the Information System(s); (ii) protect against any anticipated threats or hazards to the security or integrity of the Information System(s) and supported business processes; (iii) protect against unauthorized access, modification, or use of the Information System(s); (iv) ensure the proper disposal of data stored or exchanged on the Information System(s); and (v) ensure that all of a Party’s employees, agents, permitted subcontractors, and third-party processors, if any, comply with all of the foregoing.

b. As part of its information security program, and without limitation, each Party has implemented appropriate risk management techniques, including administrative, technical, and physical safeguards, to protect and ensure the security of their Information Systems.

Without limitation, the technical safeguards employed will incorporate industry recognized system hardening techniques and will reflect a risk-based assessment of the data protected relative to the likely harm from unauthorized access to Information Systems. The Parties will: (i) log and periodically review all admin console events, and make such console event reports available for review by the other Party upon request; and (ii) at least annually audit their safeguards to ensure all Information Systems within their respective control and involved in storing, using, or transmitting data relevant to the contracted performances, are secure and protect data from unauthorized access, disclosure, modification, or destruction.

c. In the event of an actual or suspected Security Breach, the Party suffering the breach will notify the other not less than ten days after discovery of the breach or suspected breach and will comply with all applicable breach notification laws. Each Party agrees to cooperate with other in the investigation and remedy of any Security Breach, including, without limitation, complying with any law concerning unauthorized access or disclosure.

Contractor will send any applicable notifications regarding a Security Breach to the following notification email address: IT.Security@multco.us.

26. Data Use.

a. As applicable, the Parties agree to share the data identified in Exhibit 1, subject to the following terms and conditions. Each Party grants to the other a license to access the data identified in Exhibit 1 for the purposes described in Exhibit 1.

b. The Parties agree to: (i) disclose to the other only the minimum data necessary to accomplish the receiving Party’s identified purpose, and only as permitted under the Contract and relevant laws; (ii) keep and maintain the other's data in strict confidence, using such degree of care as is appropriate and consistent with its obligations described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss;

and (iii) not use, sell, rent, transfer, distribute, or otherwise disclose or make available the other Party's data for any purpose not directly related to its performances under the Contract or for the benefit of anyone other than the disclosing Party without that Party's prior written consent. To avoid ambiguity, a Party receiving data from the other is prohibited from using or further disclosing that data other than as permitted or required by the Contract or as required by law.

c. If the Work involves payment and/or health care operations activities and requires that it receive from County data protected under 42 CFR Part 2, the following terms shall apply.

(i) Contractor acknowledges and agrees that it shall be fully bound by the provisions of 42 CFR Part 2.

(ii) Contractor will immediately notify County upon any unauthorized use, disclosure, breach, or suspected breach of data subject to 42 CFR Part 2. Contractor will promptly reimburse County for the costs of any breach notifications, expenses, or other fees, including any state or federal fines associated with a breach of data subject to 42 CFR Part 2 while in Contractor’s possession or control. Contractor will send any applicable notifications regarding a breach to the following notification email address: IT.Security@multco.us.

(iii) Contractor will only redisclose data subject to 42 CFR Part 2 when the redisclosure recipient: (A) is a contract agent or subcontractor of Contractor that is assisting Contractor to provide services described in the Contract; and (B) agrees by contract to only further disclose the County's data subject to 42 CFR Part 2 to Contractor or County.

d. All data exchanged hereunder will remain the property of the disclosing Party. Except for the uses expressly permitted herein, nothing contained in this Contract will be construed as a grant of any right or license or an offer to grant any right or license by either Party to the other with respect to the data exchanged hereunder, or any derivative works thereof.

27. Force Majeure. Neither Party shall be in default of the Contract by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to, without limitation, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or equipment, loss and destruction of property or any other circumstances or causes beyond a Party’s reasonable control.

28. Parties’ Relationship; Non-exclusivity. The Parties acknowledge and agree that their relationship is that of independent contracting entities. This Contract does not create any form of legal association that would impose liability upon one Party for any act or omission of the other, nor does it preclude either Party from conducting similar business with other parties.

29. [[ Custom Contract Field: Labor Harmony ]] mailto:IT.Security@multco.us

[Insert Department Name Here]

The table below contains details about the potential clauses which could appear in a contract. It is not displayed on the contract.

Default Standard Clause: Blank Additional Terms and Conditions

Fallback 1: DCJ Additional Terms and Conditions

Fallback 2: Health Additional Terms & Conditions

Fallback 3: MHASD Additional Terms & Conditions

[[ Custom Contract Field: Health Federally Qualified Health Center ]]

EXHIBIT 1: STATEMENT OF WORK, COMPENSATION, PAYMENT, AND RENEWAL TERMS

1. Contractor shall perform the following Work:

[Enter information]

2. The maximum payment under this Contract, including expenses, is $ [[ VALUE:

Maximum/Estimated Contract Value ]]

3. Contractor shall be paid for Work on the following basis:

4. Invoices must be billed to Multnomah County and contain the following information [optional]:

a. Invoice number and invoice date,

b. Vendor name and address,

c. Multnomah County contract number,

d. Description of goods and/or services delivered,

e. Detail units of measure, price per unit, extended amount per line items;

f. Total invoice amount.

5. Contractor shall submit invoices for Work as follows:

6. In addition to the payment provided for in Section 3, County will pay expenses on the following terms and conditions:

7. The Contract may be renewed on the following basis [optional]:

Selected CCF: DCHS Division YFS

Response Type Default Clause Fallback

Fallback

Fallback

Default or No Response

Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes DCHS YFS Exhibit

#1

N/A N/A N/A

[[ Custom Contract Field: DCHS - JOHS Exhibit 1 ]]

MULTNOMAH COUNTY CONTRACT

Exhibit 2: Insurance Requirements

This EXHIBIT 2: INSURANCE REQUIREMENTS is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Exhibit 2 is a Material Default. Contractor shall at all times maintain in force at Contractor’s expense, each insurance noted below:

i. Workers’ Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers’ compensation coverage in accordance with ORS Chapter 656 or CCB (Construction Contractors Board) for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027 (See Exhibit 4.

Employers liability insurance with coverage limits of not less than $500,000 must be included.

THIS COVERAGE IS REQUIRED. If Contractor does not have coverage, and claims to be exempt, attach Exhibit 4 in lieu of Certificate.

Out-of-state Contractors with one or more employees working in Oregon in relation to this contract must have Workers’ Compensation coverage from a state with extraterritorial reciprocity, or they must obtain Oregon specific Workers’ Compensation coverage. ORS 656.126.

ii. Commercial General Liability insurance with coverages satisfactory to the County , on an occurrence basis, with a combined single limit of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $2,000,000.

Selected CCF: Professional Liability -What coverage will be required?

Response Type Default Clause Fallback

Fallback

Fallback

Default or No Response

Selected

Not Required Blank N/A N/A N/A

$1,000,000 per occurrence/

$2,000,000 Aggregate

Professional

Liability

N/A N/A N/A

Lower Limits (requires review round approval by Risk

Management)

Blank N/A N/A N/A

$2,000,000 per occurrence/

$4,000,000 Aggregate

Professional

Liability

Alternative

Other Blank N/A N/A N/A

Selected CCF: Automobile Liability-What coverage will be required?

Fallback

Fallback

Default or No Response

Selected

$1,000,000 combined single limit occurrence

Commercial

Automobile

Liability

N/A N/A N/A

Lower Limits (requires review round approval by Risk

Management)

Blank N/A N/A N/A

Not required Blank N/A N/A N/A

Other Blank N/A N/A N/A

Selected CCF: Sex Abuse Molestation Liability - What coverage will be required?

Fallback

Fallback

Default or No Response

Selected

Blank (inserted above)

Not Required Blank N/A N/A N/A

Lower Limits (requires review round approval by

Risk Management)

Blank N/A N/A N/A

$2,000,000 per occurrence/

$4,000,000 Aggregate

Sex Abuse/Molestation

Liability Alternative

N/A N/A N/A

$1,000,000 per occurrence/

$2,000,000 aggregate

Sex Abuse/ Molestation

Liability

Additional Requirements: Coverage must be provided by an insurance company authorized to do business in

Oregon or rated A- or better by Best’s Insurance Rating. Contractor shall pay all deductibles and retentions.

Contractor’s coverage will be primary in the event of loss.

Tail Coverage - If any of the liability insurance coverages shown are on a "claims made" basis, "tail" coverage will be required at the completion of the Contract for a duration of 24 months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following Contract completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage provided its retroactive date is on or before the Effective Date of the Contract. If continuous "claims made" coverage is used, Contractor shall keep the coverage in effect for duration of not less than 24 months from the end of the Contract. This will be a condition of Final Acceptance.

Certificate of Insurance Required: Contractor shall furnish a current Certificate of Insurance to the County.

Contractor shall provide renewal Certificates of Insurance upon expiration of any of the required insurance coverages. Contractor shall immediately notify the County of any change in insurance coverage. The Certificate shall also state the deductible or retention level.

The County must be listed as an Additional Insured by Endorsement on any General Liability Policy on a primary and non-contributory basis. Such coverage will specifically include products and completed operations coverage. The Certificate of Insurance shall state the following in the description of operations:

“Additional Insured Form (include form number) attached. This form is subject to policy terms, conditions and exclusions.”

A copy of the additional insured endorsement shall be attached to the Certificate of Insurance required by this Contract. Complete copies of insurance policies shall be provided to the County via MMP Supplier Portal located here: https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=Multnomah. If you need further assistance please email: tsmmarketplacesupport@multco.us. The Certificate of Insurance should list Multnomah County as Certificate holder: Multnomah County Risk Management, 501 SE Hawthorne Blvd, Suite 400, Portland, OR 97214 https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=Multnomah mailto:tsmmarketplacesupport@multco.us

EXHIBIT 3

M ULT NOM AH C OUNT Y SE RVI CES C ONT R ACT

Contract No. [[ Contract Number ]]

Certification Statement for Corporation or Independent Contractor

Instructions: Please complete both sections below. Example: If Contractor is a Limited Liability Company, please check the “Limited Liability Company” box in Section A and check the “NOT APPLICABLE” box in Section B. Or, if Contractor is an Independent Contractor, then check “NOT APPLICABLE” in Section A, and check at least three (3) boxes in Section B to establish that the Contractor is an Independent Contractor.

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY, OR A PARTNERSHIP.

I certify under penalty of perjury that Contractor is a (check one):

☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Non-Profit Corporation authorized to do business in the State of Oregon

☐ NOT APPLICABLE – See section B.

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.

Contractor certifies under penalty of perjury, that the following statements are true:

1. If CONTRACTOR is providing services under this Contract for which registration is required under ORS

Chapter 671 (architects and landscape contractors) or 701 (construction contractors), CONTRACTOR has registered as required by law.

2. CONTRACTOR is free to determine and exercise control over the means and manner of providing the service, subject to the right of the County to specify the desired results.

3. CONTRACTOR is responsible for obtaining all licenses or certifications necessary to provide the services.

4. CONTRACTOR is customarily engaged in providing services as an independent business.

CONTRACTOR is customarily engaged as an Independent Contractor if at least three of the following statements are true.

NOTE: Check all that apply. You must check at least three (3) to establish that you are an Independent

Contractor.

☐ A. CONTRACTOR’s services are primarily carried out at a location that is separate from CONTRACTOR’s residence or primarily carried out in a specific portion of the residence which is set aside as the location of the business

☐ B. CONTRACTOR bears the risk of loss related to the services provided under this Contract.

☐ C. CONTRACTOR provides services to two or more persons within a 12-month period or Contractor routinely engages in business advertising solicitation or other marketing efforts reasonably calculated to obtain new contracts for similar services.

☐ D. CONTRACTOR makes a significant financial investment in the business.

☐ E. CONTRACTOR has authority to hire additional persons to provide the services and has authority to fire such persons.

☐ F. NOT APPLICABLE – See section A.

Contractor Signature: __________________________________ Date: ____________

Title: ________________________________________________

EXHIBIT 4

MULT NOMAH C OUNT Y SERVICES CONT RACT

Contract No. [[ Contract Number ]]

Workers’ Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers’ Compensation coverage requirements)

Contractor is exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter 656 for the following reason (check the appropriate box):

SOLE PROPRIETOR

Contractor is a sole proprietor, and

Contractor has no employees, and

Contractor will not hire employees to perform this Contract.

CORPORATION – FOR PROFIT

Contractor’s business is incorporated, and

All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and

All Work will be performed by the officers and directors; Contractor will not hire other employees to perform this Contract.

CORPORATION – NONPROFIT

Contractor’s business is incorporated as a nonprofit corporation, and

Contractor has no employees; all Work is performed by volunteers, and

Contractors will not hire employees to perform this Contract.

PARTNERSHIP

Contractor is a partnership, and

Contractor has no employees, and

All Work will be performed by the partners; Contractor will not hire employees to perform this Contract, and

Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.**

LIMITED LIABILITY COMPANY

Contractor is a limited liability company, and

Contractor has no employees, and

All Work will be performed by the members; Contractor will not hire employees to perform this Contract, and

If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.**

*NOTE: Under OAR 436-50-0005 a shareholder has a “substantial ownership” interest if the shareholder owns 10% of the corporation, or if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders.

**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption request is accepted from a Contractor who will perform construction work.

Contractor Printed Name:

Signature:

Title:

Date:

Selected CCF: Health- Mental Health & Addiction Services General Conditions

Fallback

Fallback

Default or No

Response Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes Attachment C - Health

MHASD General Conditions

Selected CCF: Health - Mental Health MHASD Cert

Fallback

Fallback

Default or No Response

Selected

Yes MHASD

Certificates

Selected CCF: Health - Mental Health Program Definitions

Fallback

Fallback

Default or No Response

Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes MHASD Mental Health

Definitions

Selected CCF: Health - Mental Health Definitions for A&D abuse/prevention & problem gambling services

Response

Type

Default Clause Fallback

Fallback

Fallback

Default or No

Response

Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes Health MH Definitions for Alcohol and Drug Abuse/Prevention and

Problem Gambling Services

Selected CCF: DCHS_YFS Contract will include cost reimbursement form? (Exhibit 6A)

Fallback

Fallback

Default or No Response

Selected

6a

Selected CCF: DCHS_YFS Contract will include annual budget report form? (Exhibit 6B)

Fallback

Fallback

Default or No Response

Selected

6b

[[ Custom Contract Field: Exhibit 6A 6B 6C 6D ]]

[[ Custom Contract Field: DCHS JOHS DV Emergency Shelter ]]

[[ Custom Contract Field: DCHS JOHS DV Rapid rehousing documents ]]

[[ Custom Contract Field: DCHS JOHS HUD Rapid Rehousing ]]

[[ Custom Contract Field: DCHS JOHS Transitional Housing ]]

[[ Custom Contract Field: DCHS JOHS Notice to Comply ]]

[[ Custom Contract Field: DCHS JOHS Special Conditions ]]

Selected CCF: DCHS_YFS Contract will include culturally responsive language? (Att B)

Fallback

Fallback

Default or No Response

Selected

Blank (inserted above)

No DCHS YFS Attachment B

-WOCRS

N/A N/A N/A

Yes DCHS YFS -Attachment

B- WCRS

Selected CCF: DCHS_YFS Contract will include HUD Labor Standards Provision form?

(Att B-1)

Fallback

Fallback

Default or No Response

Selected

Yes DCHS YFS ATT

B-1

[[ Custom Contract Field: DCHS JOHS Community Service Conditions ]]

Selected CCF: DCHS JOHS Will this contract require JOHS Compliance Certificates?

(Att-D)

Fallback

Fallback

Default or No Response

Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes DCHS JOHS -

Attachment D

Selected CCF: DCHS Division ADVSD

Response Type Default Clause Fallback

Fallback

Fallback

Default or No

Response Selected

Blank (inserted above)

No Blank N/A N/A N/A

Yes Attachment C: Program

General Conditions

[[ Custom Contract Field: DCHS JOHS HYC System Components Overview(Att A HY1) ]]

[[ Custom Contract Field: DCHS JOHS HYC Values & Practices (Att A HY2) ]]

[[ Custom Contract Field: DCHS JOHS HYC Housing Services (Att A HY3) ]]

[[ Custom Contract Field: DCHS JOHS HYC Engagement & Access (Att A HY4) ]]

[[ Custom Contract Field: DCHS JOHS HYC Safety & Public Services (Att A HY 5) ]]

[[ Custom Contract Field: Client File Checklist (Att A HY6) ]]

[[ Custom Contract Field: DCHS JOHS HUD Client checklist (Att A HY7) ]]

[[ Custom Contract Field: DCHS JOHS Flex Funds (Att A HY8) ]]

ATTACHMENT F

Multnomah County Services Contract

POST FEDERAL AWARD REQUIREMENTS STANDARDS

In accordance with CFR 200, Subpart D—Post Federal Award Requirements Standards for Financial and Program Management, §200.331 – Requirements for Pass Through Entities, and based on the information provided to Multnomah County (the County) by its awarding agency, the County is providing the following federal award information:

A

Subrecipient Name

Subrecipient DUNS or EUI # Name of Federal Awarding Agency Name of Pass-through Entity

ALN #

Program Name Federal Award ID #

Federal Award Date Subaward Period of Performance:

Start Date

End Date Amt of Federal Funds Obligated by this Action

Total Amt of Federal Funds Obligated to Subrecipient

Federal Awarding Contact Info Pass-through Entity Contact Info Research & Development Award?

(Yes/No)

Indirect Cost Rate for Award (%) Is De Minimis Indirect Rate Being Charged? (Yes/No)

[[ Custom Contract Field: Business Associate determination. ]]