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HomeMy WebLinkAboutDoc 626 - IGA - Homeless Youth - CFCDeschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of October 12, 2011 Please see directions for completing this document on the next page. DATE: October 5, 2011 FROM: Debi Harr CFC (541) 330-4692 TITLE OF AGENDA ITEM: Consideration of Board signature on document # 2011-626 -#136875 2011-2012 Intergovernmental agreement between the Oregon Department of Human Services and Deschutes County Children & Families Commission. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: This agreement provides funding for 2011-12 between the Oregon Department of Human Services, Children, Adults & Families Division and Deschutes County Children & Families Commission. These funds are focused on coordination and planning for delivery of services to runaway and hornless youth and their families in Deschutes County. The total of the funds allocated to Deschutes County through this IGA is $48,122 and will be used in totality through a contractual agreement with Cascade Youth and Family Center. Runaway and homeless youth services include medical, mental health, dental and alcohol and drug services. Additionally, youth are connected with academic programs and/or vocational opportunities. This document is the corrected version of Document # 2011-620 that was approved by the Board of County Commissioners on October 3, 2011. FISCAL IMPLICATIONS: This agreement transfers the Runaway/Homeless Youth grant funding of $48, 122 from the Oregon Department of Human Services to the Deschutes County Children & Families Commission. These funds were not included in the 2011-2012 budget. RECOMMENDATION & ACTION REQUESTED: Approval and signature on document # 2011-626 -#1368752011-2012 Intergovernmental agreement between Oregon Department of Human Services and Deschutes County Children & Families Commission. ATTENDANCE: Debi Harr DISTRIBUTION OF DOCUMENTS: Fax originals to Connie Thies at the Department of Human Services, (503) 945-6969. DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This fonn is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Fonn is also required. If this fonn is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this fonn with your documents, please submit this fonn electronically to the Board Secretary.) Please complete all sections above the Official Review line. Date: IOctober 5,20111 Department: CFq Contractor/Supplier/Consultant Name: IState of Oregon Department of Humanl Serviceij Contractor Contact: IConnie Thieij Contractor Phone #: kS03)94Sj 69391 Type of Document: Corrected version of Document # 2011-620 -Intergovernmental agreement Goods and/or Services: This agreement provides funding for 2011-12 between the Oregon Department of Human Services, Children, Adults & Families Division and Deschutes County Children & Families Commission. These funds are focused on coordination and planning for delivery of services to runaway and homless youth and their families in Deschutes County. The total of the funds allocated to Deschutes County through this IGA is $48,122 and will be used in totality through a contractual agreement with Cascade Youth and Family Center. Runaway and homeless youth services include medical, mental health, dental and alcohol and drug services. Additionally, youth are connected with academic programs and/or vocational opportunities. Background & History: Funds from runaway and homeless youth programming have historically been provided to Deschutes County from the Oregon Commission on Children and Families. Starting July 1,2011, Oregon Department of Human Services will administer the funds to counties per 2011 Oregon Legislative Session outlined in HB3260. Cascade Youth and Family Center has been the runaway and homeless program contractor for Deschutes County for several years. Agreement Starting Date: puly 1,20111 Ending Date: Uune 30, 20121 Annual Value or Total Payment: 1$48,122.501 o Insurance Certificate Receiied (CieCk box) Insurance Expiration Date: Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$1S0K) I:8J Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37) 10/5/2011 Funding Source: (Included in current budget? DYes [g] No If No, has budget amendment been submitted? DYes [g] No Is this a Grant Agreement providing revenue to the County? [g] Yes D No Special conditions attached to this grant: None Deadlines for reporting to the grantor: Quarterly If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant-funded position so that this will be noted in the offer letter: DYes D No Contact information for the person responsible for grant compliance: Name: Hilla Saraceno Phone #: 317.3178 Departmental Contact and Title: Jessica Kelly Phone #: (541) 330-4632 Department Director Approval: ~~ Si ature Distribution of Document: Please fax original pages to Connie Thies at the Department of Human Services, fax # (503) 373-7889. Official Review: County Signature Required (check one): 0 SOCC 0 Department Director (if <$25K) o Administrator (if >$25K but <$150K; if >$150K, SOCC Order No. _____) Legal Review Date Document Number 2011-626 10/5/2011 September 27, 2011 Deschutes County Attn: Hillary Saraceno 1130 NW Harriman Ave., Suite A Bend, OR 97701 Attached, for your signature, is Grant #: 136875 with the State of Oregon acting by and through its Department of Human Services and Oregon Health Authority. If you have any questions you may call the contract specialist, Vincent Dunn at (503) 945-6194. Complete and return the following bye-mail or fax: 1. Contractor Data and Certification including insurance (page 3) 2. Signature page -sign and date the signature page (page 5) 3. Contractor Tax Identification Information form 4. Document Return Statement (If this form is completed, please do not return the entire contract.) Please see signature block below for return contact information. After obtaining the appropriate signatures, an executed document will be forwarded to you for your records. Important Notice: DHS and OHA no longer issue checks for contract services and supplies. To receive payments, contractors must enroll in Electronic Funds Transfer (EFT), also known as direct deposit. Enrolling in EFT is as easy as completing the Direct Deposit Authorization Form found at: http://www.oregon .gov /DHS/ adm in/contracts/. Only one form is required per contractor, regardless of how many contracts you have with DHS or OHA. If you already have EFT set up for any type of payment, please do not send in another form. If you have questions regarding EFT, contact the EFT Coordinator at (503) 945-5710. Sincerely, C:\Documents and Settings\debiha\Local Settings\Temporary Internet Files\Content.Outlook\WSOTPAEB\136875 Sign Cover Letter.doc 9/11 Rev. Connie Thies Department of Human Services Office of Contracts & Procurement 250 Winter St NE Salem, OR 97301 Fax: (503) 373-7889 Email: connie.thies@state.or.us Enclosure(s) c: File C:\Documents and Settings\debiha\Local Settings\ Temporary Internet Files\Content.Outlook\WSOTPAEB\136875 Sign Cover Letter.doc 9/11 Rev. I CONFIDENTIAL Contractor Tax Identification Information For Accounting Purposes Only I September 27,2011 Deschutes County Attn: Hillary Saraceno 1130 NW Harriman Ave., Suite A Bend, OR 97701 Re: Grant #136875 The State of Oregon requires contractors to provide their Federal Employer Identification Number (FEIN) or Social Security Number (SSN). This information is requested pursuant to ORS 305.385 and OAR 125-246-0330(2). Social Security numbers provided pursuant to this section will be used for the administration of state, federal and local tax laws. The State of Oregon may report this information to the Internal Revenue Service (IRS). Contractors must keep this information current at all times. Contractors are required to notify the State of Oregon contract administrator within 10 business days if this information changes. The State of Oregon reserves the right to ask contractors to update this information at any time during the grant term. Business Name (tax filing):_----""D'-leo.....::.,5...=C-=h-"--'U""'-T..!-'t!-=-5_C--"'L>c..::::t(..:-Vl::..:.....:..-f...;:;;lj+-_______ Billing Address:--'1'--3_{)--"-{)--'-N-'---'W'-'--_W--=A~II--.:S_f.:.....;v::......;t--"e;......;-r-------_ City: _r3_l_l1 ___d_______ State: () r<. Zip: t:t77 tJ I FEIN: _...:.-tf_:5_-_IP_{}_D_;}_;}_1_;;l.__ SSN: ____ Please return this completed form to: Connie Thies Department of Human Services Office of Contracts and Procurement 250 Winter St NE Salem, OR 97301 connie. thies@state.or.us Phone: (503) 945-6939 Fax: (503) 373-7889 CP 385: CTn Form, Rev. 10/10 DHS SHARED SERVICES)fQtt~'tm~t ][calth of Human Services Office of Contracts and Procurement Authority John A. Kitzhaber, MD, Governor 250 Winter St NE, Room 306 Salem, OR 97301 Voice: (503) 945-5818 FAX: (503) 373-7889 DOCUMENT RETURN STATEMENT September 27,2011 Re: Document #: 136875, hereinafter referred to as "Document." Please complete the following statement and return it along with the completed signature page and the Contractor Data and Certification page and/or Contractor Tax Identification Information form (if applicable). Important: If you have any questions or find errors in the above referenced Document, please contact the contract specialist, Vincent Dunn at (503) 945-6194. (Name) (Title) received a copy of the above referenced Document, between the State of Oregon, acting by and through the Department of Human Services, the Oregon Health Authority, and Deschutes County, bye-mail from Connie Thies on September 27, 2011. On _______, I signed the electronically transmitted Document without (Date) change. I am returning the completed signature page and Contractor Data and Certification page and/or Contractor Tax Identification Information form (if applicable) with this Document Return Statement. (Authorizing Signature) (Date) Agreement Number 136875 State of Oregon Intergovernmental Grant Agreement In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web- based communications and other electronic formats. To request an alternate format, please send an e-mail to dhsalt@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format. This Agreement is between the State of Oregon, acting by and through its Department of Human Services, hereinafter referred to as “DHS,” and Deschutes County through its Children and FamiliesCommission 1130 NW Harriman Aveue, Suite A Bend OR 97701 Attn: Hillary Saraceno Voice: 541-317-3178 Email: hilllary.saraceno@co.deschutes.or.us hereinafter referred to as “County”. Work to be performed under this Agreement relates principally to the DHS’ Children, Adults & Families Division Office of Safety & Permanency for Children 500 Summer St. NE, E76 Salem OR 97301-1118 Contract Administrator: Benjamin Hazelton 503-945-6661 voice 503-945-6969 fax Email: benjamin.hazelton@state.or.us DHS makes this grant under authority provided by ORS 190 and ORS 409.110. DHS IGA #136875-0 Version 2, vkd Page 2 of 28 DHS IGA County reviewed August 8, 2011 1. Effective Date and Duration This Agreement shall become effective on July 1, 2011 when this Agreement has been fully executed by every party and, when required, approved by Department of Justice. Unless extended or terminated earlier in accordance with its terms, this Agreement shall terminate on June 30, 2012. Agreement termination or expiration shall not extinguish or prejudice either parties’ right to enforce this Agreement with respect to any default by the other party that has not been cured. 2. Agreement Documents a. This Agreement consists of (1) the body of this Agreement without exhibits and (2) the following exhibits: Exhibit A, Part 1: Definitions Exhibit A, Part 2: Statement of Work Exhibit A, Part 3: Payment and Financial Reporting Exhibit A, Part 4: Special Terms and Conditions Exhibit B: Standard Terms and Conditions Exhibit C: Subcontractor Insurance Requirements Exhibit D: Required Federal Terms and Conditions This Agreement constitutes the entire agreement between the parties on the subject matter in it. There are no understandings, agreements or representations, oral or written, regarding this Agreement that are not specified in it. b. In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control. The precedence of each of the documents comprising this Agreement is as follows, listed from highest precedence to lowest precedence: this Agreement without Exhibits, Exhibits D, A, B, and C. c. For purposes of this Agreement, “Work” means the specific work or services to be performed by County as set forth in Exhibit A. 3. Consideration a. The maximum not-to-exceed amount payable to County under this Agreement, which includes any allowable expenses, is $48,122.50. DHS will not pay County any amount in excess of the not-to-exceed amount for completing the Work, and will not pay for Work until this Agreement has been signed by all parties and, when required, approved by the Department of Justice. b. DHS will pay only for completed Work under this Agreement, and may make interim payments as provided for in Exhibit A. 4. Vendor Or Sub-Recipient Determination In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.102, DHS’ determination is that: County is a sub-recipient; OR County is a vendor. DHS IGA #136875-0 Version 2, vkd Page 3 of 28 DHS IGA County reviewed August 8, 2011 Catalog of Federal Domestic Assistance (“CFDA”) #(s) of federal funds to be paid through this Agreement: 5. County Data and Certification a. County Information. County shall provide information set forth below. This information is requested pursuant to ORS 305.385 and OAR 125-246-0333(5). Please print or type the following information. Name (exactly as filed with the IRS) Address, City, State & ZIP E-mail address: ___________________________________________________________ Telephone: ( ) - Facsimile: ( ) - Federal Employer Identification Number: _____________________________________ DUNS Number ____________________________ CCR Registered? [ ] YES [ ] NO Proof of Insurance: Workers Compensation – Insurance Company Policy # Expiration Date: The above information must be provided prior to Agreement approval. County shall provide proof of insurance upon request by DHS or DHS designee. b. Certification . By signature on this Agreement, the undersigned hereby certifies under penalty of perjury that: (1) The undersigned is authorized to act on behalf of County and County is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620; DHS IGA #136875-0 Version 2, vkd Page 4 of 28 DHS IGA County reviewed August 8, 2011 (2) The data information in Section 5.a. is County's true and accurate information; (3) To the best of the undersigned’s knowledge, County has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts; (4) County and County’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf ; (5) County is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Nonprocurement Programs” found at: http://www.epls.gov/ ; and (6) County is not subject to backup withholding because: (a) County is exempt from backup withholding; (b) County has not been notified by the Internal Revenue Service (“IRS”) that County is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) The IRS has notified County that County is no longer subject to backup withholding. c. County is required to provide its Federal Employer Identification Number (“FEIN”). By County’s signature on this Agreement, County hereby certifies that the FEIN provided to DHS is true and accurate. If this information changes, County is also required to provide DHS with the new FEIN within 10 days. DHS IGA #136875-0 Version 2, vkd Page 5 of 28 DHS IGA County reviewed August 8, 2011 EACH PARTY, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. COUNTY: YOU WILL NOT BE PAID FOR WORK PERFORMED PRIOR TO NECESSARY STATE APPROVALS County: Deschutes County By: Authorized Signature Title Date State of Oregon acting by and through its Department of Human Services By: Authorized Signature Title Date Approved for Legal Sufficiency: Not Required per OAR 137-045-0030(1)(a) Assistant Attorney General Date DHS Program Office Review: Approved via email by September 23, 2011 Louis Thomas Date DHS Office of Contracts and Procurement Review: Vincent Dunn, Contract Specialist Date DHS IGA #136875-0 Version 2, vkd Page 6 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT A PART 1 DEFINITIONS [Reserved] DHS IGA #136875-0 Version 2, vkd Page 7 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT A Part 2 Statement of Work A. The parties agree to work together, focusing on the coordination and planning for delivery of services to runaway and homeless youth and their families, to comply with HB 3260 and ORS 417.799. Action by the 2011 Oregon Legislative Session as HB 3260 transferred all duties, functions and powers relating to coordination and delivery of services to runaway and homeless youth and their families from the Oregon Commission on Children and Families (“OCCF”) to the Department of Human Services (“DHS”). B. The parties agree to continue the Runaway and Homeless Youth Initiative (“RHY”) work under the same terms and conditions as previously authorized by DHS for work beginning July 1, 2011 in accordance with the Agreement between DHS and County, and the Local Plan approved by DHS and County as it relates to services provided or subcontracted by County through its Commission on Children and Families. DHS IGA #136875-0 Version 2, vkd Page 8 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT A PART 3 PAYMENT AND FINANCIAL REPORTING a. The funding is divided as follows: (1) Runaway and Homeless Youth: General Fund Dollars: $6,452.50 (No CFDA Number); (2) Youth Investment-Runaway and Homeless Youth: $41,670.00 (CFDA 93.667 – Social Service Block Grant). b. DHS shall make funds available to County on a quarterly basis, or as agreed to by the parties. DHS IGA #136875-0 Version 2, vkd Page 9 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT A Part 4 SPECIAL TERMS AND CONDITIONS 1. Confidentiality of Client Information a. All information as to personal facts and circumstances obtained by the County on the client shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, the responsible parent of a minor child, or his or her guardian except as required by other terms of this Agreement. Nothing prohibits the disclosure of information in summaries, statistical, or other form, which does not identify particular individuals. b. The use or disclosure of information concerning clients shall be limited to persons directly connected with the administration of this Agreement. Confidentiality policies shall be applied to all requests from outside sources. c. DHS, County and any subcontractor will share information as necessary to effectively serve DHS clients. d. This Section 1 is subject to the requirements of the Oregon Public Records law. DHS IGA #136875-0 Version 2, vkd Page 10 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT B Standard Terms and Conditions 1. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between the parties that arise from or relate to this Agreement shall be brought and conducted solely and exclusively within a circuit court in the State of Oregon of proper jurisdiction. THE PARTIES, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Except as provided in this section, neither party waives any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. The parties acknowledge that this is a binding and enforceable agreement and, to the extent permitted by law, expressly waive any defense alleging that either party does not have the right to seek judicial enforcement of this Agreement. 2. Compliance with Law. Both parties shall comply with laws, regulations and executive orders to which they are subject and which are applicable to the Agreement or to the Work. Without limiting the generality of the foregoing, both parties expressly agree to comply with the following laws, regulations and executive orders to the extent they are applicable to the Agreement: (a) all applicable requirements of state civil rights and rehabilitation statutes, rules and regulations; (b) all state laws requiring reporting of Client abuse; (c) ORS 659A.400 to 659A.409, ORS 659A.145 and all regulations and administrative rules established pursuant to those laws in the construction, remodeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with the Work. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. All employers, including County and DHS, that employ subject workers who provide services in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under ORS 656.126. 3. Independent Contractors. The parties agree and acknowledge that their relationship is that of independent contracting parties and that County is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. 4. Representations and Warranties a. County represents and warrants as follows: (1) Organization and Authority. County is a political subdivision of the State of Oregon duly organized and validly existing under the laws of the State of Oregon. County has full power, authority and legal right to make this Agreement and to incur and perform its obligations hereunder. (2) Due Authorization. The making and performance by County of this Agreement (a) have been duly authorized by all necessary action by County and (b) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, DHS IGA #136875-0 Version 2, vkd Page 11 of 28 DHS IGA County reviewed August 8, 2011 or other administrative agency or any provision of County’s charter or other organizational document and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which County is a party or by which County may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by County of this Agreement. (3) Binding Obligation. This Agreement has been duly executed and delivered by County and constitutes a legal, valid and binding obligation of County, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally. (4) County has the skill and knowledge possessed by well-informed members of its industry, trade or profession and County will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in County’s industry, trade or profession; (5) County shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the Work; and (6) County prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. b. DHS represents and warrants as follows: (1) Organization and Authority. DHS has full power, authority and legal right to make this Agreement and to incur and perform its obligations hereunder. (2) Due Authorization. The making and performance by DHS of this Agreement (a) have been duly authorized by all necessary action by DHS and (b) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which DHS is a party or by which DHS may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by DHS of this Agreement, other than approval by the Department of Justice if required by law. (3) Binding Obligation. This Agreement has been duly executed and delivered by DHS and constitutes a legal, valid and binding obligation of DHS, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of DHS IGA #136875-0 Version 2, vkd Page 12 of 28 DHS IGA County reviewed August 8, 2011 creditors’ rights generally. c. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. 5. Funds Available and Authorized Clause . a. The State of Oregon’s payment obligations under this Agreement are conditioned upon DHS receiving funding, appropriations, limitations, allotment, or other expenditure authority sufficient to allow DHS, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Agreement. County is not entitled to receive payment under this Agreement from any part of Oregon state government other than DHS. Nothing in this Agreement is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon. DHS represents that as of the date it executes this Agreement, it has sufficient appropriations and limitation for the current biennium to make payments under this Agreement. b. Payment Method. Payments under this Agreement will be made by Electronic Funds Transfer (EFT), unless otherwise mutually agreed, and shall be processed in accordance with the provisions of OAR 407-120-0100 through 407-120-0380 or OAR 410-120-1260 through OAR 410-120-1460, as applicable, and any other Oregon Administrative Rules that are program-specific to the billings and payments. Upon request, County shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. County shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Agreement. County shall provide this designation and information on a form provided by DHS. In the event that EFT information changes or the County elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the County shall provide the changed information or designation to DHS on a DHS-approved form. DHS is not required to make any payment under this Agreement until receipt of the correct EFT designation and payment information from the County. 6. Recovery of Overpayments. If billings under this Agreement, or under any other Agreement between County and DHS, result in payments to County to which County is not entitled, DHS, after giving to County written notification and an opportunity to object, may withhold from payments due to County such amounts, over such periods of time, as are necessary to recover the amount of the overpayment, subject to Section 7 below. Prior to withholding, if County objects to the withholding or the amount proposed to be withheld, County shall notify DHS that it wishes to engage in dispute resolution in accordance with Section 19 of this Agreement. 7. Nothing in this Agreement shall require County or DHS to act in violation of state or federal law or the Constitution of the State of Oregon. DHS IGA #136875-0 Version 2, vkd Page 13 of 28 DHS IGA County reviewed August 8, 2011 8. Ownership of Intellectual Property. a. Except as otherwise expressly provided herein, or as otherwise required by state or federal law, DHS will not own the right, title and interest in any intellectual property created or delivered by County or a subcontractor in connection with the Work. With respect to that portion of the intellectual property that the County owns, County grants to DHS a perpetual, worldwide, non-exclusive, royalty-free and irrevocable license, subject to any provisions in the Agreement that restrict or prohibit dissemination or disclosure of information, to (1) use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the intellectual property, (2) authorize third parties to exercise the rights set forth in Section 8.a.(1) on DHS’ behalf, and (3) sublicense to third parties the rights set forth in Section 8.a.(1). b. If state or federal law requires that DHS or County grant to the United States a license to any intellectual property, or if state or federal law requires that the DHS or the United States own the intellectual property, then County shall execute such further documents and instruments as DHS may reasonably request in order to make any such grant or to assign ownership in the intellectual property to the United States or DHS. To the extent that DHS becomes the owner of any intellectual property created or delivered by County in connection with the Work, DHS will grant a perpetual, worldwide, non-exclusive, royalty-free and irrevocable license, subject to any provisions in the Agreement that restrict or prohibit dissemination or disclosure of information, to County to use, copy, distribute, display, build upon and improve the intellectual property. c. County shall include in its subcontracts terms and conditions necessary to require that subcontractors execute such further documents and instruments as DHS may reasonably request in order to make any grant of license or assignment of ownership that may be required by federal or state law. 9. County Default. County shall be in default under this Agreement upon the occurrence of any of the following events: a. County fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein; b. Any representation, warranty or statement made by County herein or in any documents or reports relied upon by DHS to measure the delivery of Work, the expenditure of payments or the performance by County is untrue in any material respect when made; c. County (1) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (2) admits in writing its inability, or is generally unable, to pay its debts as they become due, (3) makes a general assignment for the benefit of its creditors, (4) is adjudicated a bankrupt or insolvent, (5) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any DHS IGA #136875-0 Version 2, vkd Page 14 of 28 DHS IGA County reviewed August 8, 2011 petition filed against it in an involuntary case under the Bankruptcy Code, or (8) takes any action for the purpose of effecting any of the foregoing; or d. A proceeding or case is commenced, without the application or consent of County, in any court of competent jurisdiction, seeking (1) the liquidation, dissolution or winding-up, or the composition or readjustment of debts, of County, (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of County or of all or any substantial part of its assets, or (3) similar relief in respect to County under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against County is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect). 10. DHS Default. DHS shall be in default under this Agreement upon the occurrence of any of the following events: a. DHS fails to perform, observe or discharge any of its covenants, agreements, or obligations set forth herein; or b. Any representation, warranty or statement made by DHS herein or in any documents or reports relied upon by County to measure performance by DHS is untrue in any material respect when made. 11. Termination. a. County Termination. County may terminate this Agreement: (1) For its convenience, upon at least 30 days advance written notice to DHS; (2) Upon 45 days advance written notice to DHS, if County does not obtain funding, appropriations and other expenditure authorizations from County’s governing body, federal, state or other sources sufficient to permit County to satisfy its performance obligations under this Agreement, as determined by County in the reasonable exercise of its administrative discretion; (3) Upon 30 days advance written notice to DHS, if DHS is in default under this Agreement and such default remains uncured at the end of said 30 day period or such longer period, if any, as County may specify in the notice; or (4) Immediately upon written notice to DHS, if Oregon statutes or federal laws, regulations or guidelines are modified, changed or interpreted by the Oregon Legislative Assembly, the federal government or a court in such a way that County no longer has the authority to meet its obligations under this Agreement. b. DHS Termination. DHS may terminate this Agreement: (1) For its convenience, upon at least 30 days advance written notice to County; DHS IGA #136875-0 Version 2, vkd Page 15 of 28 DHS IGA County reviewed August 8, 2011 (2) Upon 45 days advance written notice to County, if DHS does not obtain funding, appropriations and other expenditure authorizations from federal, state or other sources sufficient to meet the payment obligations of DHS under this Agreement, as determined by DHS in the reasonable exercise of its administrative discretion. Notwithstanding the preceding sentence, DHS may terminate this Agreement, immediately upon written notice to County or at such other time as it may determine if action by the Oregon Legislative Assembly or Emergency Board reduces DHS’ legislative authorization for expenditure of funds to such a degree that DHS will no longer have sufficient expenditure authority to meet its payment obligations under this Agreement, as determined by DHS in the reasonable exercise of its administrative discretion, and the effective date for such reduction in expenditure authorization is less than 45 days from the date the action is taken; (3) Immediately upon written notice to County if Oregon statutes or federal laws, regulations or guidelines are modified, changed or interpreted by the Oregon Legislative Assembly, the federal government or a court in such a way that DHS no longer has the authority to meet its obligations under this Agreement or no longer has the authority to provide payment from the funding source it had planned to use; (4) Upon 30 days advance written notice to County, if County is in default under this Agreement and such default remains uncured at the end of said 30 day period or such longer period, if any, as DHS may specify in the notice; (5) Immediately upon written notice to County, if any license or certificate required by law or regulation to be held by County or a subcontractor to perform the Work is for any reason denied, revoked, suspended, not renewed or changed in such a way that County or a subcontractor no longer meets requirements to perform the Work. This termination right may only be exercised with respect to the particular part of the Work impacted by loss of necessary licensure or certification; (6) Immediately upon written notice to County, if DHS determines that County or any of its subcontractors have endangered or are endangering the health or safety of a client or others in performing work covered by this Agreement. c. Mutual Termination. The Agreement may be terminated immediately upon mutual written consent of the parties or at such time as the parties may agree in the written consent. 12. Effect of Termination a. Entire Agreement. (1) Upon termination of this Agreement, DHS shall have no further obligation to pay County under this Agreement. DHS IGA #136875-0 Version 2, vkd Page 16 of 28 DHS IGA County reviewed August 8, 2011 (2) Upon termination of this Agreement, County shall have no further obligation to perform Work under this Agreement. b. Obligations and Liabilities. Notwithstanding Section 12.a., any termination of this Agreement shall not prejudice any obligations or liabilities of either party accrued prior to such termination. 13. Limitation of Liabilities. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS TERMS. 14. Insurance . County shall require subcontractors to maintain insurance as set forth in Exhibit C, which is attached hereto. 15. Records Maintenance; Access. County shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, County shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of County, whether in paper, electronic or other form, that are pertinent to this Agreement in such a manner as to clearly document County's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of County whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as “Records.” County acknowledges and agrees that DHS and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. County shall retain and keep accessible all Records for a minimum of six years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. County shall maintain Records in accordance with the records retention schedules set forth in OAR Chapter 166. 16. Information Privacy/Security/Access. If the Work performed under this Agreement requires County or its subcontractor(s) to have access to or use of any DHS computer system or other DHS Information Asset for which DHS imposes security requirements, and DHS grants County or its subcontractor(s) access to such DHS Information Assets or Network and Information Systems, County shall comply and require all subcontractor(s) to which such access has been granted to comply with OAR 407-014-0300 through OAR 407-014-0320, as such rules may be revised from time to time. For purposes of this section, “Information Asset” and “Network and Information System” have the meaning set forth in OAR 407-014-0305, as such rule may be revised from time to time. 17. Force Majeure. Neither DHS nor County shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, natural causes, or war which is beyond the reasonable control of DHS or County, respectively. Each party shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement. DHS may terminate this Agreement upon written notice to the other party DHS IGA #136875-0 Version 2, vkd Page 17 of 28 DHS IGA County reviewed August 8, 2011 after reasonably determining that the delay or breach will likely prevent successful performance of this Agreement. 18. Assignment of Agreement, Successors in Interest. a. County shall not assign or transfer its interest in this Agreement without prior written approval of DHS. Any such assignment or transfer, if approved, is subject to such conditions and provisions as DHS may deem necessary. No approval by DHS of any assignment or transfer of interest shall be deemed to create any obligation of DHS in addition to those set forth in the Agreement. b. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 19. Alternative Dispute Resolution. The parties should attempt in good faith to resolve any dispute arising out of this agreement. This may be done at any management level, including at a level higher than persons directly responsible for administration of the agreement. In addition, the parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation. 20. Subcontracts. County shall not enter into any subcontracts for any of the Work required by this Agreement without DHS' prior written consent. In addition to any other provisions DHS may require, County shall include in any permitted subcontract under this Agreement provisions to require that DHS will receive the benefit of subcontractor performance as if the subcontractor were the County with respect to Sections 1, 2, 3, 4, 8, 15, 16, 18, 21, and 23 of this Exhibit B. DHS’ consent to any subcontract shall not relieve County of any of its duties or obligations under this Agreement. 21. No Third Party Beneficiaries. DHS and County are the only parties to this Agreement and are the only parties entitled to enforce its terms. The parties agree that County’s performance under this Agreement is solely for the benefit of DHS to assist and enable DHS to accomplish its statutory mission. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed by the general public unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. 22. Amendment. No amendment, modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties and when required the Department of Justice. Such amendment, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. 23. Severability. The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. 24. Survival. Sections 1, 4, 5, 6, 7, 8, 12, 13, 14, 15, 16, 19, 21, 22, 23, 24, 25, 26, 28, 29, 30 and 31of this Exhibit B shall survive Agreement expiration or termination as well as those the provisions of this Agreement that by their context are meant to survive. Agreement DHS IGA #136875-0 Version 2, vkd Page 18 of 28 DHS IGA County reviewed August 8, 2011 expiration or termination shall not extinguish or prejudice either party’s right to enforce this Agreement with respect to any default by the other party that has not been cured. 25. Notice. Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid to County or DHS at the address or number set forth below, or to such other addresses or numbers as either party may indicate pursuant to this section. Any communication or notice so addressed and mailed shall be effective five days after mailing. Any communication or notice delivered by facsimile shall be effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours of the recipient, or on the next business day, if transmission was outside normal business hours of the recipient. To be effective against the other party, any notice transmitted by facsimile must be confirmed by telephone notice to the other party at number listed below. Any communication or notice given by personal delivery shall be effective when actually delivered to the addressee. DHS: Office of Contracts & Procurement Department of Human Services 250 Winter St NE, Room 306 Salem, OR 97301-1080 Telephone: 503-945-5818 Facsimile Number: 503-378-4324 COUNTY: (see page one) 26. Headings. The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe the meaning or to interpret this Agreement. 27. Counterparts. This Agreement and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Agreement and any amendments so executed shall constitute an original. 28. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by that party of that or any other provision. No waiver or consent shall be effective unless in writing and signed by the party against whom it is asserted. 29. Construction. Reserved 30. Contribution. If any third party makes any claim or brings any action, suit or proceeding alleging a tort as now or hereafter defined in ORS 30.260 ("Third Party Claim") against a party (the "Notified Party") with respect to which the other party ("Other Party") may have liability, the Notified Party must promptly notify the Other Party in writing of the Third Party Claim and deliver to the Other Party a copy of the claim, process, and all legal pleadings with respect to the Third Party Claim. Either party is entitled to participate in the defense of a Third Party Claim, and to defend a Third Party Claim with counsel of DHS IGA #136875-0 Version 2, vkd Page 19 of 28 DHS IGA County reviewed August 8, 2011 its own choosing. Receipt by the Other Party of the notice and copies required in this paragraph and meaningful opportunity for the Other Party to participate in the investigation, defense and settlement of the Third Party Claim with counsel of its own choosing are conditions precedent to the Other Party’s liability with respect to the Third Party Claim. With respect to a Third Party Claim for which the State is jointly liable with the County (or would be if joined in the Third Party Claim ), the State shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the County in such proportion as is appropriate to reflect the relative fault of the State on the one hand and of the County on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the State on the one hand and of the County on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The State’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if the State had sole liability in the proceeding. With respect to a Third Party Claim for which the County is jointly liable with the State (or would be if joined in the Third Party Claim), the County shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the State in such proportion as is appropriate to reflect the relative fault of the County on the one hand and of the State on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the County on the one hand and of the State on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The County’s contribution amount in any instance is capped to the same extent it would have been capped under Oregon law if it had sole liability in the proceeding. 31. Indemnification by Subcontractors. County shall take all reasonable steps to cause its contractor(s) that are not units of local government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless the State of Oregon and its officers, employees and agents (“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys’ fees) arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of County’s contractor or any of the officers, agents, employees or subcontractors of the contractor( “Claims”). It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the contractor from and against any and all Claims. 32. Stop-Work Order. DHS may, at any time, by written notice to the County, require the County to stop all, or any part of the work required by this Agreement for a period of up DHS IGA #136875-0 Version 2, vkd Page 20 of 28 DHS IGA County reviewed August 8, 2011 to 90 days after the date of the notice, or for any further period to which the parties may agree through a duly executed amendment. Upon receipt of the notice, County shall immediately comply with the Stop-Work Order terms and take all necessary steps to minimize the incurrence of costs allocable to the work affected by the stop work order notice. Within a period of 90 days after issuance of the written notice, or within any extension of that period to which the parties have agreed, DHS shall either: a. Cancel or modify the stop work order by a supplementary written notice; or b. Terminate the work as permitted by either the Default or the Convenience provisions of Section 11. Termination. If the Stop Work Order is canceled, DHS may, after receiving and evaluating a request by the County, make an adjustment in the time required to complete this Agreement and the Agreement price by a duly executed amendment. DHS IGA #136875-0 Version 2, vkd Page 21 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT C SUBCONTRACTOR INSURANCE REQUIREMENTS County shall require its first tier contractor(s) that are not units of local government as defined in ORS 190.003, if any, to: i) obtain insurance specified under TYPES AND AMOUNTS and meeting the requirements under ADDITIONAL INSURED, "TAIL" COVERAGE, NOTICE OF CANCELLATION OR CHANGE, and CERTIFICATES OF INSURANCE before the contractors perform under contracts between County and the contractors (the "Subcontracts"), and ii) maintain the insurance in full force throughout the duration of the Subcontracts. The insurance must be provided by insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to DHS. County shall not authorize contractors to begin work under the Subcontracts until the insurance is in full force. Thereafter, County shall monitor continued compliance with the insurance requirements on an annual or more frequent basis. County shall incorporate appropriate provisions in the Subcontracts permitting it to enforce contractor compliance with the insurance requirements and shall take all reasonable steps to enforce such compliance. Examples of "reasonable steps" include issuing stop work orders (or the equivalent) until the insurance is in full force or terminating the Subcontracts as permitted by the Subcontracts, or pursuing legal action to enforce the insurance requirements. In no event shall County permit a contractor to work under a Subcontract when the County is aware that the contractor is not in compliance with the insurance requirements. As used in this section, a “first tier” contractor is a contractor with whom the county directly enters into a contract. It does not include a subcontractor with whom the contractor enters into a contract. TYPES AND AMOUNTS. 1. WORKERS COMPENSATION. Insurance in compliance with ORS 656.017, which requires all employers that employ subject workers, as defined in ORS 656.027, to provide workers’ compensation coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. 2. PROFESSIONAL LIABILITY Required by DHS Not required by DHS. Professional Liability Insurance covering any damages caused by an error, omission or negligent act related to the services to be provided under the Subcontract. 3. COMMERCIAL GENERAL LIABILITY. Required by DHS Not required by DHS. Commercial General Liability Insurance covering bodily injury, death, and property damage in a form and with coverages that are satisfactory to DHS. DHS IGA #136875-0 Version 2, vkd Page 22 of 28 DHS IGA County reviewed August 8, 2011 4. AUTOMOBILE LIABILITY INSURANCE: AUTOMOBILE LIABILITY. Required by DHS Not required by DHS. Automobile Liability Insurance covering all owned, non-owned and hired vehicles. 5. ADDITIONAL INSURED. The Commercial General Liability insurance and Automobile Liability insurance must include the State of Oregon, its officers, employees and agents as Additional Insureds but only with respect to the contractor's activities to be performed under the Subcontract. Coverage must be primary and non-contributory with any other insurance and self-insurance. 6. "TAIL" COVERAGE. If any of the required insurance policies is on a "claims made" basis, such as professional liability insurance, the contractor shall maintain either “tail" coverage or continuous "claims made" liability coverage, provided the effective date of the continuous “claims made” coverage is on or before the effective date of the Subcontract, for a minimum of 24 months following the later of : (i) the contractor’s completion and County ’s acceptance of all Services required under the Subcontract or, (ii) the expiration of all warranty periods provided under the Subcontract. Notwithstanding the foregoing 24-month requirement, if the contractor elects to maintain “tail” coverage and if the maximum time period “tail” coverage reasonably available in the marketplace is less than the 24-month period described above, then the contractor may request and DHS may grant approval of the maximum “tail “ coverage period reasonably available in the marketplace. If DHS approval is granted, the contractor shall maintain “tail” coverage for the maximum time period that “tail” coverage is reasonably available in the marketplace. 7 NOTICE OF CANCELLATION OR CHANGE. The contractor or its insurer must provide 30 days’ written notice to County before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s). 8. CERTIFICATE(S) OF INSURANCE. County shall obtain from the contractor a certificate(s) of insurance for all required insurance before the contractor performs under the Subcontract. The certificate(s) or an attached endorsement must specify: i) all entities and individuals who are endorsed on the policy as Additional Insured and ii) for insurance on a “claims made” basis, the extended reporting period applicable to “tail” or continuous “claims made” coverage. DHS IGA #136875-0 Version 2, vkd Page 23 of 28 DHS IGA County reviewed August 8, 2011 EXHIBIT D REQUIRED FEDERAL TERMS AND CONDITIONS Unless exempt under 45CFR Part 87 for Faith-Based Organizations (Federal Register, July 16, 2004, Volume 69, #136), or other federal provisions, County shall comply and, as indicated, require all subcontractors to comply with the following federal requirements to the extent that they are applicable to this Agreement, to County, or to the Work, or to any combination of the foregoing. For purposes of this Agreement, all references to federal and state laws are references to federal and state laws as they may be amended from time to time. 1. Miscellaneous Federal Provisions County shall comply and require all subcontractors to comply with all federal laws, regulations, and executive orders applicable to the Agreement or to the delivery of Work. Without limiting the generality of the foregoing, County expressly agrees to comply and require all subcontractors to comply with the following laws, regulations and executive orders to the extent they are applicable to the Agreement: (a) Title VI and VII of the Civil Rights Act of 1964, as amended, (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, (c) the Americans with Disabilities Act of 1990, as amended, (d) Executive Order 11246, as amended, (e) the Health Insurance Portability and Accountability Act of 1996, as amended, (f) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended, (g) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, (h) all regulations and administrative rules established pursuant to the foregoing laws, (i) all other applicable requirements of federal civil rights and rehabilitation statutes, rules and regulations, and (j) all federal law governing operation of Community Mental Health Programs, including without limitation, all federal laws requiring reporting of Client abuse. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. No federal funds may be used to provide Work in violation of 42 U.S.C. 14402. 2. Equal Employment Opportunity If this Agreement, including amendments, is for more than $10,000, then County shall comply and require all subcontractors to comply with Executive Order 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60). 3. Clean Air, Clean Water, EPA Regulations If this Agreement, including amendments, exceeds $100,000 then County shall comply and require all subcontractors to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 7606), the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33 U.S.C. 1251 to 1387), specifically including, but not limited to Section 508 (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (2 CFR Part 1532), which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. Violations shall be reported to DHS, United States Department of Health and Human Services and the appropriate DHS IGA #136875-0 Version 2, vkd Page 24 of 28 DHS IGA County reviewed August 8, 2011 Regional Office of the Environmental Protection Agency. County shall include and require all subcontractors to include in all contracts with subcontractors receiving more than $100,000, language requiring the subcontractor to comply with the federal laws identified in this section. 4. Energy Efficiency County shall comply and require all subcontractors to comply with applicable mandatory standards and policies relating to energy efficiency that are contained in the Oregon energy conservation plan issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. 6201 et. seq. (Pub. L. 94-163). 5. Truth in Lobbying The County certifies, to the best of the County’s knowledge and belief that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of County, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the County shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions. c. The County shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients and subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by section 1352, Title 31 of the U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. HIPAA Compliance As a Business Associate of a Covered Entity, DHS must comply with the Health Insurance Portability and Accountability Act and the federal regulations implementing the Act (collectively referred to as HIPAA), and DHS must also comply with OAR 125-055- 0100 through OAR 125-055-0130 to the extent that any Work or obligations of DHS related to this Agreement are covered by HIPAA. County shall determine if County will have access to, or create any protected health information in the performance of any Work DHS IGA #136875-0 Version 2, vkd Page 25 of 28 DHS IGA County reviewed August 8, 2011 or other obligations under this Agreement. To the extent that County will have access to, or create any protected health information to perform functions, activities, or services for, or on behalf of, DHS as specified in the Agreement, County shall comply and cause all subcontractors to comply with the following: a. Privacy and Security of Individually Identifiable Health Information. Individually Identifiable Health Information about specific individuals is confidential. Individually Identifiable Health Information relating to specific individuals may be exchanged between County and DHS for purposes directly related to the provision of services to Clients which are funded in whole or in part under this Contract. To the extent that County is performing functions, activities, or services for, or on behalf of DHS, in the performance of any Work required by this Contract, County shall not use or disclose any Individually Identifiable Health Information about specific individuals in a manner that would violate DHS Privacy Rules, OAR 407-014-0000 et. seq. , or DHS Notice of Privacy Practices. A copy of the most recent DHS Notice of Privacy Practices is posted on the DHS web site at: https://apps.state.or.us/cf1/FORMS/ enter form number 2090 or may be obtained from DHS. b. Data Transactions Systems. If County intends to exchange electronic data transactions with DHS or the Oregon Health Authority (OHA) in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, County shall execute an EDI Trading Partner Agreement and shall comply with EDI Rules. c. Consultation and Testing. If County reasonably believes that the County’s or DHS’ data transactions system or other application of HIPAA privacy or security compliance policy may result in a violation of HIPAA requirements, County shall promptly consult the DHS Information Security Office. County or DHS may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the DHS testing schedule. d. County and all subcontractors shall comply with the same requirements for Business Associates set forth in OAR 125-055-0100 through OAR 125-055-0130 as a contractor of a Business Associate. 7. Resource Conservation and Recovery County shall comply and require all subcontractors to comply with all mandatory standards and policies that relate to resource conservation and recovery pursuant to the Resource Conservation and Recovery Act (codified at 42 U.S.C. 6901 et. seq.). Section 6002 of that Act (codified at 42 U.S.C. 6962) requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by the Environmental Protection Agency. Current guidelines are set forth in 40 CFR Part 247. 8. Audits a. County shall comply and, if applicable, require a subcontractor to comply, with the applicable audit requirements and responsibilities set forth in the Office of DHS IGA #136875-0 Version 2, vkd Page 26 of 28 DHS IGA County reviewed August 8, 2011 Management and Budget Circular A-133 entitled “Audits of States, Local Governments and Non-Profit Organizations.” b. Sub-recipients shall also comply with applicable Code of Federal Regulations (CFR) sections and OMB Circulars governing expenditure of federal funds. State, local and Indian Tribal Governments and governmental hospitals must follow OMB A-102. Non-profits, hospitals, colleges and universities must follow 2 CFR Part 215. Sub-recipients shall monitor any organization to which funds are passed for compliance with CFR and OMB requirements. 9. Debarment and Suspension County shall not permit any person or entity to be a subcontractor if the person or entity is listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Executive Orders No. 12549 and No. 12689, “Debarment and Suspension”. (See 2 CFR Part 180.) This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory authority other than Executive Order No. 12549. Subcontractors with awards that exceed the simplified acquisition threshold shall provide the required certification regarding their exclusion status and that of their principals prior to award. 10. Drug-Free Workplace County shall comply and require all subcontractors to comply with the following provisions to maintain a drug-free workplace: (i) County certifies that it will provide a drug-free workplace by publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance, except as may be present in lawfully prescribed or over-the-counter medications, is prohibited in County's workplace or while providing services to DHS clients. County's notice shall specify the actions that will be taken by County against its employees for violation of such prohibitions; (ii) Establish a drug-free awareness program to inform its employees about: The dangers of drug abuse in the workplace, County's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations; (iii) Provide each employee to be engaged in the performance of services under this Agreement a copy of the statement mentioned in paragraph (i) above; (iv) Notify each employee in the statement required by paragraph (i) above that, as a condition of employment to provide services under this Agreement, the employee will: abide by the terms of the statement, and notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; (v) Notify DHS within ten (10) days after receiving notice under subparagraph (iv) above from an employee or otherwise receiving actual notice of such conviction; (vi) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is so convicted as required by Section 5154 of the Drug-Free Workplace Act of 1988; (vii) Make a good- faith effort to continue a drug-free workplace through implementation of subparagraphs (i) through (vi) above; (viii) Require any subcontractor to comply with subparagraphs (i) through (vii) above; (ix) Neither County, or any of County's employees, officers, agents or subcontractors may provide any service required under this Agreement while under the DHS IGA #136875-0 Version 2, vkd Page 27 of 28 DHS IGA County reviewed August 8, 2011 influence of drugs. For purposes of this provision, "under the influence" means: observed abnormal behavior or impairments in mental or physical performance leading a reasonable person to believe the County or County's employee, officer, agent or subcontractor has used a controlled substance, prescription or non-prescription medication that impairs the County or County's employee, officer, agent or subcontractor's performance of essential job function or creates a direct threat to DHS clients or others. Examples of abnormal behavior include, but are not limited to: hallucinations, paranoia or violent outbursts. Examples of impairments in physical or mental performance include, but are not limited to: slurred speech, difficulty walking or performing job activities; (x) Violation of any provision of this subsection may result in termination of this Agreement. 11. Pro-Children Act County shall comply and require all subcontractors to comply with the Pro-Children Act of 1994 (codified at 20 U.S.C. section 6081 et. seq.). 12. Medicaid Services County shall comply with all applicable federal and state laws and regulation pertaining to the provision of Medicaid Services under the Medicaid Act, Title XIX, 42 U.S.C. Section 1396 et. seq., including without limitation: a. Keep such records as are necessary to fully disclose the extent of the services provided to individuals receiving Medicaid assistance and shall furnish such information to any state or federal agency responsible for administering the Medicaid program regarding any payments claimed by such person or institution for providing Medicaid Services as the state or federal agency may from time to time request. 42 U.S.C. Section 1396a(a)(27); 42 CFR 431.107(b)(1) & (2). b. Comply with all disclosure requirements of 42 CFR 1002.3(a) and 42 CFR 455 Subpart (B). c. Maintain written notices and procedures respecting advance directives in compliance with 42 U.S.C. Section 1396(a)(57) and (w), 42 CFR 431.107(b)(4), and 42 CFR 489 subpart I. d. Certify when submitting any claim for the provision of Medicaid Services that the information submitted is true, accurate and complete. County shall acknowledge County’s understanding that payment of the claim will be from federal and state funds and that any falsification or concealment of a material fact may be prosecuted under federal and state laws. e. Entities receiving $5 million or more annually (under this Agreement and any other Medicaid Agreement) for furnishing Medicaid health care items or services shall, as a condition of receiving such payments, adopt written fraud, waste and abuse policies and procedures and inform employees, contractors and agents about the policies and procedures in compliance with Section 6032 of the Deficit Reduction Act of 2005, 42 U.S.C. § 1396a(a)(68). DHS IGA #136875-0 Version 2, vkd Page 28 of 28 DHS IGA County reviewed August 8, 2011 13. Agency-based Voter Registration County shall comply with the Agency-based Voter Registration sections of the National Voter Registration Act of 1993 that require voter registration opportunities be offered where an individual may apply for or receive an application for public assistance.