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HomeMy WebLinkAboutDoc 553 - Opportunity Foundation AgrmtDeschutes County Board of Commissions rs 1300 NW Wall St., Suite 200, Bend, OR 97701 -1900 (541) 388 -6570 - Fax (541) 385 -3202 - www.deschutes.o:g AGENDA REQUEST & STAFF REPORT For Board Business Meeting of November 9, 2009 Please see directions for completing this document on the next page. DATE: November 2, 2009 FROM: Kathy Drew, Behavioral Health Program Manager Phone: 322 -7557 Health Services -- Behavioral Health Division TITLE OF AGENDA ITEM: Consideration of Board Signature of Document #2009 -553, personal services contract between Opportunity Foundation of Central Oregon and Deschutes County Health Services. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: County manages the needs of adults with developmental disabilities. The Contractor, Opportunity Foundation of Central Oregon, (OFCO), provides residential and vocational services and vocation& transportation services for eligible clients. Funds provided to this Contractor are considered pass - through dollars from the 2009 -2011 Financial Assistance Contract between County and State #127295. Contractor shall perform the service described as supported living, vocational services and vocational transportation services under Service Elements 50, 51, 53 and 54. Contractor shall maintain their Assisted Living Facility license, as a condition to receiving payment. Subject to availability of funds, County shall approve monthly payments to Contractor upon receipt of billing notice through the EXPRS system from Department of Human Services. FISCAL IMPLICATIONS: Maximum compensation of $9,632,100. RECOMMENDATION & ACTION REQUESTED: Behavioral Health recommends approval. ATTENDANCE: Kathy Drew, Behavioral Health Program Manager DISTRIBUTION OF DOCUMENTS: An executed copy to: Nancy England, Contract Specialist, Health Services DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form 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 Form is also required. If this form 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 form with your documents, please submit this form electronically to the Board Secretary.) Please complete all sections above the Official Review line. Date: September 22, 2009 Department: Health Services, Behavioral Health Contractor /Supplier /Consultant Name: Opportunity Foundation of Central Oregon, (OFCO) Contractor Contact: [ Darrel Wilson Contractor Phone #: 541 - 548 -2611 Type of Document: Personal Services Contract Goods and /or Services: Consideration and signature of document number 2009 -553, personal services contract between Opportunity Foundation of Central Oregon and Deschutes County Health Services. Background & History: County manages the needs of adults with developmental disabilities. The Contractor, Opportunity Foundation of Central Oregon, (OFCO), provides residential and vocational services and vocational transportation services for eligible clients. Funds provided to this Contractor is considered pass- through dollars from the 2009 -2011 Financial Assistance Contract between County and State #127295. Contractor shall perform the service described as Supported living, vocational services and vocational transportation services under Service Elements 50, 51, 53 and 54. Contractor shall maintain their Assisted Living Facility license, as a condition to receiving payment. Subject to availability of funds, County shall approve monthly payments to Contractor upon receipt of billing notice through the EXPRS system from Department of Human Services. Agreement Starting Date: October 1, 2009 ] Ending Date: June 30, 2011 Annual Value or Total Payment: Maximum compensation $9,632,100 ® Insurance Certificate Received (check box) Insurance Expiration Date: L July 20, 2010 ] Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes ( <$150K) ® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) 9/22/2009 Funding Source: (Included in current budget? ® Yes ❑ No If No, has budget amendment been submitted? ❑ Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes Special conditions attached to this grant: Deadlines for reporting to the grantor: No 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: ❑ Yes ❑ No Contact information for the person responsible for grant compliance: Phone #:1 1 Departmental Contact and Title: Phone #: 541 - 322 -7516 Department Director Approval: Distribution of Document: Department. Name: [-Nancy England, Contract Specialist 1 Date Return both originals to Nancy England, Mental Health Official Review: County Signature Required (check one): Lid BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$2 but < 150K; if >$150K, BOCC Order No. Legal Review -6 Date /U- r2 -09 Document Number 2009 -553 ❑ °r .4;,:6,4,..caa.,6"/ 25 Akt-r- /A,e, P �� 9/22/2009 For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2009 -553 This Contract is made and entered into by and between Deschutes County Health Services, a political subdivision of the State of Oregon, 2577 NE Courtney Drive, Bend, OR 97701, hereinafter referred to as "County ", and Op )ortunity Foundation of Central Oregon, PO Box 430, Redmond, OR 97756, hereinafter referred to as "Contractor ". ThE parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be October 1, 2009 or the date, on which each party has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed performance or on June 30, 2011, whichever date occurs last. Contract termination shall not extinguish or prejudice County's right to enforce this Contract with respect b l any default by Contractor that has not been cured. This Agreement may be renewed or extended only upon written agree nent of the parties. Statement of Work. Contractor shall perform the work described in Exhibit 1. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1 -11 and Exhibits 1, 2, 3, 4, 5, 6 and 7. CONTRACTOR DATA AND SIGNATURE Contractor Address: PO Box 430, Redmond, OR 97756 Federal Tax ID# or Social Security #: 93- 0576732 Is Contractor a nonresident alien? ❑Yes II No Business Designation (check one): ❑ Sole Proprietorship ❑ Corporation -for profit II Partnership ❑ Corporation- non - profit ❑ Other, describe: LLC A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above. I have read this Contract including the attached Exhibits. terms. N E: Copt actor shall also sign Exhibits 3 and 4 and, Signaturq -'J' `,ref/ - �' / /5472-- Title Name (please print) Date I understand this Contract and agree to be bound by its if applicable, Exhibit 6 and 7. ,/ DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the Cou lty until signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. Dated this of , 2009 Dated this of , 2009 Scott Johnson, Director David Kanner, County Administrator Page 1 of 11— Behavioral Health - Personal Services Contract No. 2009 -553 DC -2009_ 553 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and mainer set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings and deliverables submitted by Contractor. b. All Contractor billings are subject to the maximum compensation amount of this Contract. c. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses, (See Exhibit 5). 1) If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be signed by both parties and fully executed before Contractor performs work subject to the amendment. 2) No payment shall be made for any services performed before the beginning date or after the expiratior date of this Contract. d. This Contract shall not be amended after the expiration date. e. Unless otherwise specifically provided in Exhibit 5, Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. g. Prior to approval or payment of any billing, County may require and Contractor shall provide any informatioi which County deems necessary to verify work has been properly performed in accordance with the Contract. h. Contractor shall not expend funds on the delivery of a service in excess of the amount reasonable and nece3sary to provide quality service. Funds may only be used for the delivery of the service or services set out in this pa-agraph unless written permission is granted to use the funds for other services in accordance with this Contract. Fends for Alcohol and Drug Abuse Services may not be used for: (1) inpatient hospital services; (2) cash payments to intended recipients of health services; (3) to purchase or improve land, to purchase, construct or permanently improve (other than minor remodeling) any building or other facility or to purchase major medical equipment; (4) to satisfy any requirement for expenditure of non - federal funds as a condition for receipt of federal funds (whether the federal funds are to be paid under this Agreement; (5) to provide financial assistance to any entity other than a public or non- profit entity; (6) to carry out any program prohibited by section 245(b) of the Health Omnibus Programs Extension Act of 1988 (codified at 42 USC 300ee(5); and (7) expend amounts in excess of allowable costs under federal OMB Circular A -133. i. Contractor shall submit the final monthly expenditure report under this Contract no later than thirty (30) days fallowing the end of the fiscal year. Fiscal year shall be based on the period July 1 through June 30. j. Expenditures of Contractor may be charged to this Contract only if they: (1) are in payment for services performed under this Contract; (2) conform to applicable State and Federal regulations and statutes; (3) are in payment of an obligation incurred during the period of this Contract; and (4) are not in excess of 100% of program costs. Any County funds spent for purposes not authorized by this Contract shall be deducted from payments or refunded to Colinty, at County's option. Payments by County in excess of authorized actual expenditures shall be deducted from payment or refunded to County no later than thirty (30) days after the expiration of this Contract. If Contractor fails to provide an acceptable audit performed by a certified public accountant for federal funds received under this Contract, or if federal authorities demand the repayment of federal funds received under this Contract, County may recover all federal funds paid under this Contract, unless a smaller amount is disallowed or demanded. If Department disallows or requests repayment for any funds paid under this Contract due to Contractors' acts or omissions, Contractor shay make payment to the County of the amount disallowed or requested. In the event that the Department determines that County is responsible for the repayment of any funds owed to the Department by Contractor, Contractor ag .ees to make such payment within ten days of notification by County or the Department of said determination by the Department. k. In the event that a statutorily required operating license or letter of approval is not extended or suspended, C )unty's obligation to provide reimbursement for services or program expenses hereunder related to services rendered vithout the necessary license or approval will cease on the date of termination of this Contract (whether in whole or in 1. part) or the date of expiration or suspension of the license or letter of approval, whichever date is earlier. Page 2 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work recuired by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontra tor. 4. No Third Party Beneficiaries. a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. b. 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. 5. 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. 6. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any ti Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this Contract. 2) This Contract may be modified to accommodate the change in available funds. 3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the °'unding proposed for payments authorized by this Contract. 4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this Contract, and if County has no funds legally available for consideration from other sources. 5) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminAte the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any ex.ension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of writter notice from the County specifying such failure, the Contractor fails to correct such failure within 10 calendar (lays or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, maces an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior t) such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. 2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, th en the Contractor may terminate this Contract at any time thereafter by giving notice of termination. Page 3 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follow;: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor or work performed prior to the termination date if such work was performed in accordance with the Contract. Provided however, County shall not pay Contractor for any obligations or liabilities incurred by Contractor after Contractor receives written notice of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, hen the County shall pay the Contractor for work performed prior to the termination date if such work was perfc rmed in accordance with the Contract: 1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within a iy limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to this i ;ontract and interest within the limits set forth under ORS 293.462, and 2) with respect to deliverable -based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. 3) Subject to the limitations under paragraph 8 of this Contract. 8. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligations or liabilities of either party already reasonably incurred prior to such termination. 1) Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. 2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. 1) Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. 2) Additionally, County may complete the work either by itself, by agreement with another Contractor, )r 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 be liable to the County for the amount of the reasonable excess. c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unres% labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate such a cause c delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contract or shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Cortract. e. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's right to enforce this Contract with respect to any default or defect in performance that has not been cured. f. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. g. Differences between a Contractor and County, or between contractors, will be resolved when possible at appropriate management levels, followed by consultation between boards, if necessary. County's Director will have t.Itimate responsibility for resolution of disagreements among subcontract agencies. 9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract, Contracts r shall immediately cease all activities under this Contract unless County expressly directs otherwise in such nc tice of termination. a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works -in -pr )gress and other property that are or would be deliverables had this Contract been completed. b. Upon County's request, Contractor shall surrender to anyone County designates, all documents, research, i objects or other tangible things needed to complete the work. Page 4 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 10. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. b. For goods and services to be provided under this contract, Contractor agrees to: 1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; 2) comply with all applicable legal requirements; 3) comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; 4) take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to prctect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of controlled substances while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. a Prior to executing this Contract, the Contractor shall provide County the Certificates of Insurance, or copies of Insurance policies and declarations, issued by an insurance company licensed to do business in the State of Oregon as evidence of meeting insurance required under this paragraph. b. Contractor shall immediately notify County if any insurance coverage required by this Contract will be canceled, not renewed, restricted or modified in any way. Contractor shall immediately notify County orally of the cancellation or restriction and shall confirm the oral notification in writing within three days of notification by the insurance company of Contractor. c. Thirty -day cancellation notice endorsement is required on all policies. d. County reserves the right to require complete, certified copies of all required insurance policies at any time. e. The insurance coverages provided for herein must be endorsed as primary and non - contributory to any insurance of Owner, its officers, employees or agents. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this Contract. b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not include any mark -up unless the mark -up on expenses is specifically agreed to in this Contract. c. The cost of any subcontracted work approved in this Contract shall not be marked up. d. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this Contract. e. The limitations applicable to reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor and Contractor's employer ?s and agents are subject to periodic criminal background investigations by County and, if such investigations dsclose criminal activity not disclosed by Contractor, such non - disclosure shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later elate as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as foll )ws: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or Jerson doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicat le, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to Cour ty and Contractor records understand and comply with this confidentiality provision. Page 5 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaic eligible individuals as privileged communication, shall hold such information confidential, and shall not discicse such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. e. Personally identifiable health information about applicants and Medicaid recipients will be subjec to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ( "HIPAA "). f. Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. g. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County, which, if attached hereto, shall become a part of this Contract. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be suppprted by documentation in Contractor's possession from third parties. a. Contractor agrees to prepare and furnish such reports and data as may be required by County and the Department, including but not limited, to financial reports documenting all expenditures of funds under this AgreE-ment in accordance with generally accepted accounting procedures, client records which contain client identification, problem assessment, treatment (including any training and /or care plan), appropriate medical information, and progref s notes, including a service termination summary and current assessment or evaluation instrument as designated in the administrative rules. It is understood that due to the limited nature of Contractor's services under this Contract, not all of these documents will have been prepared by Contractor and therefore need not be furnished. Department Client Process Monitoring System (CPMS) data, Community Mental Health Provider Report, and Termination Service Recording Form shall, if necessary, be completed in accordance with Department requirements and submitted to Department through County. Contractor agrees to, and does hereby grant County and the Department th€ right to reproduce, use and disclose for County or Department purposes, all or any part of the reports, data, and technical information furnished to County under this Contract. Contractor shall make available to County, Department and any client of Contractor as defined in Exhibit "A" of the contract referenced in Exhibit 1, paragraph 1 A., of this Contract, any and all written materials in alternate formats in compliance with Department's policies or administrative rules. For purposes of the foregoing, "written materials" includes, without limitation, all work product and contracts related to this Contract. b. Contractor shall prepare and furnish the following information to Department when a Service is delivered: 1) Client, Service and financial information as specified in the Service Description. 2) All additional information and reports that Department or County reasonably requests. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. 1) All records shall be retained and kept accessible for at least three years following the final paymer t made under this Contract or all pending matters are closed, whichever is later. 2) If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of Contractor's books, documents, papers and records related to this Contract for the purpose of conducting audits and exam nations and making copies, excerpts and transcripts. 1) These records also include licensed software and any records in electronic form, including but not Iii cited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contrz ctor for Contractor's cost of preparing copies. 2) At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the = ederal Government, and their duly authorized representatives, shall have license to enter upon Contractor's p emises to access and inspect the books, documents, papers, computer software, electronic files and ar y other records of the Contractor which are directly pertinent to this Contract. Page 6 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 3) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense, make the above records available at a location acceptable to the County. 18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product ") is the Exclusive property of County. a. County and Contractor intend that such Work Product be deemed "work made for hire" of which County shall be deemed author. b. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from c)pyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. c. Contractor shall execute such further documents and instruments as County may reasonably request in order to fully vest such rights in County. d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and 311 rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, rest iction or limitation on use or subsequent modifications. e. County shall have no rights in any pre- existing work product of Contractor provided to County by Contractor in the performance of this Contract except an irrevocable, non - exclusive, perpetual, royalty -free license to copy, use and re -use any such work product for County use only. f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed work products, reports or documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract. g. In the event that Work Product is deemed Contractor's Intellectual Property and not "work made for hire," Contractor hereby grants to County an irrevocable, non - exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Propert, and to authorize others to do the same on County's behalf. h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County's bE half and in the name of the County, an irrevocable, non - exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on County's behalf. 19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes Counter Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following URL address: http: / /www.co. deschutes. or. us / dccode /Title2 /html /Chapter2.37.htm. 20. Partnership. County is not, by virtue of this Contract, a partner or joint venturer with Contractor in connec ion with activities carried out under this Contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 21. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary rig[ t of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph 3 of this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim in ti e name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, r or shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims p �t, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its Dfficers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and e :penses Page 7 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 22. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. a. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. b. Contractor shall comply with all federal, state and local laws, regulations, executive orders and orcinances applicable to the Contract. c. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the followi lg laws, regulations and executive orders to the extent they are applicable to the Contract: 1) Titles VI and VII of the Civil Rights Act of 1964, as amended; 2) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; 3) the Americans with Disabilities Act of 1990, as amended and ORS 659A.112 through 659A.139; 4) Executive Order 11246, as amended; 5) the Health Insurance Portability and Accountability Act of 1996; 6) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 975, as amended; 7) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended; 8) ORS Chapter 659A, as amended; 9) all regulations and administrative rules established pursuant to the foregoing laws; and 10) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. d. The above listed laws, regulations and executive orders and all regulations and administrative rules established pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. e. Contractor shall comply with all mandatory standards and policies that relate to resource conservation and ^ecovery pursuant to the Resource Conservation and Recovery Act (codified at 42 USC 6901 et. seq.). Section 6002 of that Act (codified at 42 USC 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 Parts 247 -253. f. Contractor shall comply with federal rules and statutes pertaining to the Substance Abuse, Prevention, and Treatment Block Grant, including the reporting provisions of the Public Health Services Act (42 USC 300x through 3)0x -64). Without limiting the generality of the preceding sentence, Contractor shall comply with the requirements <;et forth below: 1) Women's Services. All Providers of A &D 61 and A &D 62 services (including Counties that provide such services directly), must: a) Treat the family as a unit and admit both women and their children if appropriate. b) Provide or arrange for the following services to pregnant women and women with de.)endent children: 1. Primary medical care, including referral for prenatal care; 2. Pediatric care, including immunizations, for their children; 3. Gender - specific treatment and other therapeutic interventions, e.g. sexual and ;)hysical abuse counseling, parenting training, and child care; 4. Therapeutic interventions for children in custody of women in treatment, which address, but are not limited to, the children's developmental needs and issues of abr se and neglect; and 5. Appropriate case management services and transportation to ensure that women and their children have access to the services in (1) through (2) above. 2) Pregnant Women. All Providers of A &D services other than A &D 70 services (including Coun ies that provide such services directly) must: a) Within the priority categories, if any, set forth in a particular Service Descriptic n, give preference in admission to pregnant women in need of treatment who seek, or are eferred for, and would benefit from, such services; b) Perform outreach to inform pregnant women of the availability of treatment services 1 argeted to them and the fact the at pregnant women receive preference in admission h > these programs; Page 8 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 c) If the Provider has insufficient capacity to provide treatment services to a pregnant woman, refer the woman to another Provider with capacity or if no available treatment capacity can be located, refer the women to the Department's Office of Alcohol and Drug Abuse prog :ams for referral to another provider in the state. 3) Intravenous Drug Abusers. All Providers of A &D services other than A &D 70 services (i icluding Counties that provide such services directly) must: a) Within the priority categories, if any, set forth in a particular Service Description and sdbject to the preference for pregnant women described above, give preference in admission to intravenous drug abusers; b) If the Provider reaches 90 percent of its capacity to admit intravenous drug abusers, the Provider must attempt to refer an intravenous drug abuser seeking admission, to another Provider and provide notice of such referral or attempted referral to the Department's )ffice of Alcohol and Drug Abuse Programs; c) If the Provider receives a request for admission to treatment from an intravenous drug abuser, the Provider must, unless the Provider succeeds in referring the individual to another rovider with treatment capacity under the circumstances described in (2) above, admit the individual to treatment not later than: 1) 14 days after the request for admission to Provider's services is made; or 2) 120 days after the date of such request if no provider has the capacity to arimit the individual on the date of such request and, if interim services are made available not less than 48 hours after such request. d) For purposes of (3) above, "Interim Services" means: 1) Services for reducing the adverse health effects of such abuse, for promoting th a health of the individual, and for reducing the risk of transmission of disease, including co tinseling and education about HIV and tuberculosis, the risks of needle sharing, the risks of transmission of disease to sexual partners and infants, and steps that can be aken to ensure that HIV and tuberculosis transmission does not occur; 2) Referral for HIV to TB treatment services, where necessary; and 3) Referral for prenatal care if appropriate, until the individual is admitted to a Provider's services. 4) Providers who treat recent intravenous drug users (those who have injected drucos within the past year) in more than one -third of their capacity, shall carry out outreach act vities to encourage individual intravenous drug abusers in need of such treatment to andergo treatment, and shall document such activities. 4) Infectious Diseases. All Providers of A &D services other than A &D 70 services (including Counties that provide such services directly) must: a) Complete a risk assessment for infectious disease including Human Immunodeficien.:y Virus (HIV) and tuberculosis, as well as sexually transmitted diseases, based on protocols established by the Department, for every individual seeking services from the Provider, and b) Routinely make tuberculosis services available to each individual receiving services for alcohol /drug abuse either directly or through other arrangements with public or non- profit entities and, if the Provider denies an individual admission on the basis of lack of c apacity, refer the individual to another provider of tuberculosis services. c) For purposes of (2) above, "tuberculosis services" means: 1) Counseling the individual with respect to tuberculosis; 2) Testing to determine whether the individual has contracted such disease and tr sting to determine the form of treatment for the disease that is appropriate for the individual; and 3) Appropriate treatment services. 5) Infectious Diseases. Neither County nor any Provider of A &D services shall knowingly and willfully make or cause to be made any false statement or representation of a material fact in connecion with the furnishing of items or services for which payments may be made by the Department. 6) Oregon Residency. A &D services funded through this Agreement may only be provided to r )sidents of Oregon. Residents of Oregon are individuals who live in Oregon. There is no minimum ar count of time an individual must live in Oregon to qualify as a resident so long as the individual in ends to remain in Oregon. A child's residence is not dependent on the residence of his or her parents A child living in Oregon may meet the residency requirement if the caretaker relative with whom the child is living is an Oregon resident. 7) Tobacco Use. All Providers of A &D services (including Counties that provide such services directly) that have designated treatment capacity for children, adolescents, pregnant women, and wor ien with Page 9 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 9. dependent children must implement a policy to eliminate smoking and other use of tobacco at the facilities where the services are delivered to on the grounds of such facilities. 8) Department of Human Services Referrals. All providers of A &D Services other than A &D 70 !services must, within the priority categories, if any, set forth in a particular Service Description and subject to the preference for pregnant women and intravenous drug users described above, give preference in service delivery to persons referred by the Department. 9) Barriers to Treatment. Where there is a barrier to delivery of an A &D Service due to culture, gender, language, illiteracy, or disability, Contractor shall develop support services available to adc: ress or overcome the barrier, including: a) Providing, if needed, hearing impaired or foreign language interpreters. b) Providing translation of written materials to appropriate language or method of communication. c) Providing devices that assist in minimizing the impact of the barrier. d) Not charging clients for the costs of measures, such as interpreters, that are required to provide nondiscriminatory treatment. 10) Contractor shall not knowingly and willfully make or cause to be made any false statement or representation of a material fact in connection with the furnishing of items or Services for which payments may be make by Department. To the extent Contractor provides any service whose costs are paid in whole or in part by Medicaid, Contractor shall comply with the federal and state Medicaid statutes and regulations applicable to the service, including but no limited to: 1) Keep such records as may be necessary to disclose the extent of services furnished to clients ant upon request, furnish such records or other information to the Department, the Medicaid fraud sectiol of the Oregon Department of Justice and the Secretary of Health and Human Services; 2) Comply with all applicable disclosure requirements set forth in 42 CFR Part 455, Subpart B; 3) Comply with any applicable advance directive requirements specified in 42 CFR Section 431.107(b)(4); and 4) Comply with the certification requirements of 42 CFR Sections 455.18 and 455.19. h. Contractor shall comply with the Pro - Children Act of 1995 (codified at 20 USC Section 6081 et. seq.). 23. Waiver. a. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 24. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. a. Any claim, action, suit or proceeding (collectively, "Claim ") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Orego i. b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 25. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illeg 31 or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rigl is and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular term or provision held invalid. 26. Counterparts. This Contract may be executed in several counterparts, all of which when taken togethe • shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Contract so executed shall constitute on original. 27. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties he .eto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number sE t forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. Page 10 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 a. b. c. Any communication or notice by personal delivery shall be deemed delivered when actually giver to the designated person or representative. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to the County Administrator. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: Darrel Wilson Opportunity Foundation of Central Oregon PO Box 430 Redmond, OR 97756 Phone No. 541 - 548 -2611 To County: Scott Johnson Deschutes County Health Services 2577 NE Courtney Dr. Bend, Oregon 97701 Phone No. 541 - 322 -7500 28. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. a. All understandings and agreements between the parties and representations by either party concern ng this Contract are contained in this Contract. b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 29. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity The't Protection Act (ORS 646A.600 et seq.). 30. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rig its and obligations set forth in Sections 4, 5, 8, 9, 15, 17, 18, 20 -28, 29 and 31. 31. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that: 1) Contractor has the power and authority to enter into and perform this Contract; 2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3) Contractor has the skill and knowledge possessed by well- informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession; 4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; 5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposes, and without collusion, fraud, or other dishonesty; and 6) Contractor's making and performance of this Contract do not and will not violate any provision of any applicable law, rule or regulation or order of any court, regulatory commission, board or other administrative agency. b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any other warranties provided Page 11 of 11— Behavioral Health- Personal Services Contract No. 2009 -553 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: Contractor shall perform the services described 24 -hour residential services, vocational services aid vocational transportation services (Described in Exhibit 1A, Service Element 50, 51, 53 and 54), for eligible clients as funded by and through County's contract with the State of Oregon Department of Human Services (Department) Contractor shall maintain their Assisted Living Facility License, as a condition to receivi ig payment pursuant to this Contract. A. REGULATIONS & DUTIES Contactor shall comply with all applicable provisions of that certain 2009 -2011 County Financial Assistance Contract, as amended, including applicable Service Descriptions attached thereto, effective July 1, 2009, Contract #127295 between the State of Oregon acting by and through its Department of Human Services aid Deschutes County. Contractor agrees to comply with the rules and regulations of County, applicable provisions in the Contract between County and the Department, incorporated herein by reference, as of the effective d; :rte of the Contract, applicable provisions of the Administrative Rules and Procedures of the Department, applicai )le Federal regulations and all provisions of Federal and State statutes, rules and regulations relating to Contractor's performance of services under this Contract. Any act or duty of County, imposed upon County by Department, which, by the nature of this Contract County determines to be within the scope of this Contract and is to be performed by Contractor, Contractor shall perform on behalf of County. No federal funds may be used to provide services in violation of 42 USC 14402. B. Definitions: a. 24 -Hour Residential Services: For the purposes of this Contract, 24 -Hour Residential Assisted Living Services are ca-e, training and support services delivered in neighborhood homes to individuals vAith developmental disabilities who require 24 -hour care, supervision, and training. b. Supported Living Services: For the purposes of this Contract, Supported Living Services are individualized supports, delivered in a personalized manner, to people with developmental disabilities. Services include care, training and support that promote opportunities for individuals to live in their own homes, apartments, or in their family homes, and to be a part of and participate in the communities in which they live. c. Transportation Services: For the purposes of this Contract, Transportation Services are public or priv.3te transportation provided to individuals with developmental disabilities when: (a) unsubsidized public or private transportation is not available and (b) transportation is required for effect ve participation in employment or other services needed by an individual (such as community access). d. Employment & Community Inclusion Services: For the purposes of this Contract, Employment Services & Community Inclusion Services are out -of -home employment or community training services and related supports, delivered to individuals aged 18 or older with developmental disabilities, to improve the individu; GIs' productivity, independence and integration in the community. C. Reporting Contractor agrees to prepare and furnish such reports and data as may be required by County and he Department, including but not limited, to financial reports documenting all expenditures of funds un ler this Agreement in accordance with generally accepted accounting procedures, client records wh ch Page 1 of 2 - Exhibit 1 — Personal Service Contract No.2009 -553 contain client identification, problem assessment, treatment (including any training and /or care plan), appropriate medical information, and progress notes, including a service termination summary and current assessment or evaluation instrument as designated in the administrative rules. Department Client Process Monitoring System (CPMS) data, Community Mental Health Provider Report, and Termination Service Recording Form shall be completed in accordance with Department requirements and submitted to Department through County. Contractor agrees to, and does hereby grant County and the Department the right to reproduce, use and disclose for County or Department purposes, all or any part of the reports, data, and technical information furnished to County under this Contract. Contractor shall make available to County Department and Client of Contractor any and all written materials in alternate formats in compliance with Department's policies or administrative rules. For purposes of tie foregoing, "written materials" includes, without limitation, all work product and contracts related to his Contract. 2. County Services. County shall provide Contractor, at county's expense, with material and services described as follows: A. Services will be paid for as outlined under Paragraph 3 and Paragraph 4. 3. Consideration. Subject to availability of funds, County shall approve monthly payments to Contractor up xi receipt of billing notice through the EXPRS system from the Department, for rendering the services listed in this Contract. Contractor shall not approve funds on the delivery of a service in excess of the amount reasonable and necessary to provide quality service. Funds may only be used for the delivery of the service or services set out in Paragraph 1 unless written permission is granted to use the funds for other services in accordance with this Contract. a. Contractor shall submit monthly expenditure or reimbursement reports, if applicable, on forms provided by County as soon as possible following the end of each calendar month but no later than 30 days following the end of the calendar month. County may require quarterly cost reports to monitor the expenditure of Department monies so that Department monies are not reimbursed at more than 100% of program costs. b. Contractor shall submit the final monthly expenditure report under this Contract no later than Aug, ist 1, 2010. Fiscal year shall be based on the period July 1, 2009 through June 30, 2010. c. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 ❑ YES ® NO [Check one] 4. The maximum compensation and payment method. The maximum compensation under this Contract, including allowable expenses is, $9,632,100, under Service Element 50, 51, 53, 54. When such funds are exhausted, County will notify Contractor and no further payment under this Contract will be made or required. The maximum total amount of funds to be paid to Contractor for the period of this Contract under the specific Service Elements are as follows: a. SERVICE ELEMENT MAXIMUM AMOUNT 50 $7,125,300 24 -hour Residential Service 51 $ 626,100 Supported Living Services 53 $ 154,200 Transportation Services 54 $1,726,500 Vocational Services b. Contractor shall not submit invoices for, and County shall not pay for any amount in excess of tthe maximum compensation amount set forth above. 1) If this maximum compensation amount is increased by amendment of this Contract, the amendment shall be fully effective before Contractor performs work subject to the amendment. 2) Contractor shall notify County in writing of the impending expiration of this Contract thirty p0) calendar days prior to the expiration date. 5. Schedule of Performance or Delivery. a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with 1 ne schedule listed in Exhibit 1, Paragraph 1. b. County will only pay for completed work performed under Service Element 50, 51, 53 and 54, tl iat conforms to the terms of this Contract. 6. Renewal. This Contract may be renewed, subject to the following conditions: a. Renewal will be based on the County Annual Implementation Plan approved by the Department. b. Renewal is subject to the availability of funding. Page 2 of 2 - Exhibit 1 — Personal Service Contract No.2009 -553 EXHIBIT 1A DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 RESIDENTIAL FACILITIES, SERVICE ELEMENT 50 Service Name: RESIDENTIAL FACILITIES Service I.D. Code: DD 50 I. Service Description Residential Facilities (DD 50) Services are care, training, and support services delivered in neighborhood homes to individuals with developmental disabilities who require 24 -hour care, supervision, and training. For purposes of this Agreement, an individual shall be considered to have received DD 50 services only when one of the following conditions is met: A. The individual is residing and overnight care is provided at the Provider's facility; or B. The individual had been receiving DD 50 Services at the Provider's facility, as described in Section I(A) above, immediately prior to the absence and the individual is absent, for not more than 5 consecutive days (excluding weekends and holidays), unless an exception is granted by Department, as a result of incarceration or absence without leave, and it has not been determined that the individual will not be returning to the facility; or C. The individual had been receiving DD 50 Services at the Provider's facility, as describes in Section I(A) above, immediately prior to the absence and the individual is absent, for not more than 14 consecutive days, not to exceed 45 days in any one -year period unless an exception is granted by the Department, as a result of being on vacation or family visi and it has not been determined that the individual will not be returning to the facility; or D. The individual had been receiving DD 50 Services at the Provider's facility, as describe( in Section I(A) above, immediately prior to the absence and the individual is absent, for not more than 90 consecutive days as a result of being on convalescent leave, or admittance to either a medical hospital, psychiatric hospital, or a State- Operated Community Program, and it has not been determined that the individual will not be returning to the facility. II. Performance Requirements A. Providers of DD 50 Services funded through this Agreement must provide those DD 50 Services in facility(ies) licensed under one of the following Department rules, as such rules maybe revised from time to time: (a) OAR Chapter 411, Division 325, pertaining to 24 -Hour Residential Services for Children and Adults with Developmental Disabilities; or (b) OAR Chapter 411, pertaining to Services for Seniors and People with Disabilities, Division 55 (Residential Care Facilities) or Division 56 (Assisted Living Facilities); or (c) OAR Chapter 309, Division 035 , pertaining to Residential Care Facilities For Mentally or Emotionally Disturbed Persons. Providers of DD 50 Services funded through this Agreement must comply with the OARs under which they are licensed. Page 1 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 B. All individuals receiving DD 50 Services funded through this Agreement must be eligible for DD Services, with eligibility determined in accordance with OAR Chapter 411, Division 320, as such rule may be revised from time to time. C. If a Provider of DD 50 Services funded through this Agreement provides such services at a facility described in the Residential Staffing Requirements table, set forth in Exhibit C- 4 of this Agreement, the Provider must comply with the specified staffing requirements when delivering services at that facility. D. If a Provider of DD 50 Services funded through this Agreement provides such services at a facility_licensed under OAR Chapter 411, Division 325, pertaining to 24 -Hour Residential Services for Children and Adults with Developmental Disabilities, the Provider must comply with the following requirements: 1. Vacancy Reserve Fund: The Board of Directors (or other governing authority as applicable) of the Provider must define, establish, and maintain a "vacancy reserve" fund in an amount sufficient to ensure that the Provider can continue to provide services that meet applicable statutory, administrative rule, and contract requirements when payments are reduced due to vacancies. If the reserve fund falls below the level established by the Board/governing authority, the Board/governing authority must develop and implement a plan to replenish the reserve fund in a timely manner. Each Provider subject to the vacancy reserve fund requirement must include a line item on its routine financial statements that documents the status of its vacancy reserve fund. 2. If Provider delivers DD 50 Services funded through this Agreement at more than one physical site, Provider must send at least one employee assigned to manage DD 50 Services at one or more of Provider's DD 50 facilities to Department- sponsored training regarding health and medical issues for individuals with developmental disabilities, at least one day per year, if such training is scheduled by Department. Department will make every reasonable effort to provide such training on a regional basis throughout the state. 3. Provider must comply with Section 3 of Exhibit D of this Agreement entitled "Additional Requirements for Developmental Disability Residential Services ". 111. Special Reportine Requirements A. For purposes of Medicaid compliance, Department must be notified when an eXPRS Disbursement Claim is submitted, with respect to DD 50 Services described in section I (B), (C) or (D) (Willis Service Description. Notification required under this section must be provided to Department's Seniors and People with Disabilities Office of Federal Resources and Eligibility Determination, using forms and procedures designated by Department. Page 2 of 15 - Exhibit 1A— Personal Service Contract No.2009 -553 B. If a Provider of DD 50 Services funded through this Agreement provides such services at a facility licensed under OAR Chapter 411, Division 325, pertaining to 24 -Hour Residential Services for Children and Adults with Developmental Disabilities, the Provider must comply with the following requirements: 1. Vacancy Reserve Fund: Provider must submit its vacancy reserve fund plans, and/or the current status of these reserve funds, to County or Department upon request. 2. Direct Service Staff Wages and Turnover: Providers of DD50 services funded through this Agreement must report to Department staff wages and turnover data using forms and procedures designated by Department. W. Financial Assistance Calculation and Disbursement Procedures A. Calculation of Financial Assistance: Department will provide financial assistance for DD 50 Services, from DD 50 funds included in the Service Element Prior Authorization (SEPA), in an amount equal to the monthly rate set forth in a Client Prior Authorization (CPA) authorizing the use of financial assistance for delivery of DD 50 services to an individual specified in that CPA, multiplied by the number of months of DD 50 Services delivered (as defined in section I (A) through (D) above) to that individual during the period specified in the CPA, subject to the following: 1. Total Department financial assistance for delivery of DD 50 Services to an individual specified in a CPA shall not exceed the amount of financial assistance authorized in that CPA. If no CPAs are submitted for DD 50 Services, no financial assistance will be provided for DD 50 Services. 2. The financial assistance for a partial month of DD 50 Service will be prorated. 3. Department will reduce the financial assistance for DD 50 Services delivered to an individual during the period specified in the CPA by the amount received, as payment of a portion of the cost of those Services, by the Provider of the DD 50 Services from the individual receiving the Services. 4. If during any month during the period specified in a particular line of the SEPA that awards funds for DD 50 Services and that specifies one or more units in the SEPA Detail, fewer than 95% of the units of DD 50 Service so specified are delivered under that line, Department may reduce the amount of financial assistance specified in that line of the SEPA, and the number of units of Service, to make it consistent with the actual delivery of DD 50 Services under that line and County shall accept an appropriate SEPA Adjustment to reflect that reduction. 5. Department is not obligated to provide financial assistance for a unit of DD 50 Service, from funds awarded in the SEPA, if a Disbursement Claim for financial assistance for that unit of DD 50 Service is not received by Department by the date 60 days after the earlier of termination of this Agreement, termination of Page 3 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 Department's obligation to provide financial assistance for DD 50 Services, or termination of County's obligation to include the Program Area, in which DD 50 Services fall, in its CMHP. B. CPA Monthly Rate: For individuals receiving DD 50 Services funded through this Agreement who have been assessed by the Department through the process approved by the Department for establishing DD 50 Service Rates based on client service needs, the Department shall establish the CPA monthly rate. In addition to the client service needs, the established CPA monthly rate will be determined based on the individual's DD 50 placement at the effective date of the CPA. Exhibit C -5 details the current assessed rates for each tier for each licensed capacity. For those individuals whose service need exceeds tier 6, an exception rate will be established by the Department in accordance with a process approved by Department. The Department will set the CPA rate for the assessed individual as of the specified effective date established by the Department's assessment unit, upon the County's acceptance of the associated SEPA, when applicable. For assessed individuals eligible for DD 50 Services in accordance to Section 11 (B.), above, and receiving DD 50 Services in accordance to Section I, above, the assessed individual's CPA rate will remain in effect until the Department reestablishes the individual's rate through a process approved by the Department. C. Disbursement of Financial Assistance: Department will disburse to Provider the financial assistance awarded for DD 50 Services under a particular line of the Service Element Prior Authorization and as approved by County in a CPA authorizing use of financial assistance for delivery of DD 50 services to an individual specified in that CPA in response to and as soon as reasonably possible after submission and Department verification of a Disbursement Claim with respect to DD 50 Services. D. Exceptions to Pay for Vacancies: In exceptional circumstances, the Department may agree to provide financial assistance for delivery of DD 50 Service capacity that is not utilized, as opposed to the normal DD 50 Services financial assistance calculation methodology that provides financial assistance only for DD 50 Services actually delivered. Exceptional circumstances include: (i) when Department agrees to provide financial assistance for unutilized DD 50 Service capacity in order to ensure the availability of DD 50 Services for a particular individual in the near future, or (ii) when unexpected financial difficulties are encountered by a particular Provider as a result of an unusually high rate of unutilized service capacity in that Provider's system, through no fault of that Provider. Department will award, disburse and settle funds for unutilized DD 50 Service capacity in service element DD 57 (DD Special Projects, Start -Up). Page 4 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 Service Name: SUPPORTED LIVING SERVICES Service I.D. Code: DD 51 L Service Description Supported Living Services (DD 51) are individualized supports, delivered in a personalized manner, to people with developmental disabilities. DD 51 Services include care, training, and support that promote opportunities for individuals to live in their own homes, apartments, or in their family homes, and to be a part of and participate in the communities in which they live. For purposes of this Agreement, an individual shall be considered to have received DD 51 services only when one of the following conditions is met: A. The Provider is actively involved in planning, assessment and support activities for the individual, including the development and implementation of the individual's "Individual Support Plan" ( "ISP ") as defined in OAR 309 - 041 -1300 through 309 -041- 1370, as such rules may be revised from time to time; or B. The individual had been receiving DD 51 Services from Provider, as described in Section 1(A) above, immediately prior to the absence and the individual is absent from Provider's DD 51 Services for not more than 5 consecutive days (excluding weekends and holidays), unless an exception is granted by Department, as a result of incarceration, or absence without leave, and it has not been determined that the individual wilt not be returning to Provider's DD 51 Services; or C. The individual had been receiving DD 51 Services from Provider, as described in Section 1(A) above, immediately prior to the absence and the individual is absent from Provider's DD 51 Services for not more than 14 consecutive days, not to exceed 45 days in any one -year period unless an exception is granted by the Department, as a result of being on vacation or family visit, and it has not been determined that the individual will not be returning to Provider's DD 51 Services; or D. The individual had been receiving DD 51 Services from Provider, as described in Section I(A) above, immediately prior to the absence and the individual is absent from Provider's DD 51 Services for not more than 90 consecutive days as a result of being on convalescent leave, or admittance to either a medical hospital, psychiatric hospital, or a State - Operated Community Program, and it has not been determined that the individual will not be returning to Provider's DD 51 Services. Page 5 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 II. Performance Requirements A. Providers of DD 51 Services funded through this Agreement must comply with OAR 309 - 041 -0551 through 309- 041 -0830, as such rules may be revised from time to time. B. All individuals receiving DD 51 Services funded through this Agreement must be eligible for developmental disability services, with eligibility determined in accordance with OAR 411 Division 320, as such rule may be revised from time to time. C. Vacancy Reserve Fund: The Board of Directors (or other governing authority as applicable)'of each Provider of DD 51 Services funded through this Agreement must define, establish, and maintain a "Vacancy Reserve" fund in an amount sufficient to ensure that the Provider can continue to provide services that meet applicable statutory, administrative rule, and contract requirements when payments are reduced due to vacancies. If the reserve fund falls below the level established by the Board/governing authority, the Board/governing authority must develop and implement a plan to replenish the reserve fund in a timely manner. Each Provider subject to the vacancy reserve fund requirement must include a line item on its routine financial statements that documents the status of its vacancy reserve fund. D. Providers of DD 51 Services funded through this Agreement must comply with Section 3 of Exhibit D entitled "Additional Requirements for Developmental Disability Residential Services ". TII. Special Reporting Requirements A. For purposes of Medicaid compliance, Department must be notified when an eXPRS Disbursement Claim is submitted, with respect to DD 51 Services described in section I(B), (C) or (D) of this Service Description. Notification required under this section must be provided to Department's Seniors and People with Disabilities Office of Federal Resources and Eligibility Determination, using forms and procedures designated by Department. B. Vacancy Reserve Fund: Providers of DD 51 Services funded through this Agreement must submit their vacancy reserve fund plans, and/or the current status of these reserve fwids, to County or Department upon request. C. Direct Service Staff Wages and Turnover: Providers of DD 51 Services funded through this Agreement must report to Department staff wages and turnover data using forms and procedures designated by Department. Page 6 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 IV. Financial Assistance Calculation and Disbursement Procedures A. Calculation of Financial Assistance: Department will provide financial assistance for DD 51 Services, from DD 51 funds included in the Service Element Prior Authorization, in an amount equal to the monthly rate set forth in a CPA authorizing the use of financial assistance for delivery of DD 51 services to an individual specified in that CPA, multiplied by the number of months of DD 51 Services delivered (as defined in section 1 (A) through (D) above) to that individual during the period specified in the CPA, subject to the following: i. Total Department financial assistance for delivery of DD 51 Services to an individual specified in a CPA shall not exceed the amount of financial assistance authorized in that CPA. if no CPAs are submitted for DD 51 Services, no financial assistance will be provided for DD 51 Services. 2. The financial assistance for a partial month of DD 51 Service will be prorated. 3. Department will reduce the financial assistance for DD 51 Services delivered to an individual during the period specified in the CPA by the amount received, as payment of a portion of the cost of those Services, by the Provider of the DD 51 Services from the individual receiving the Services. 4. If during any month during the period specified in a particular line of the Service Element Prior Authorization that awards funds for DD 51 Services and that specifies one or more units in the Service Element Prior Authorization Detail, fewer than 95% of the units of DD 51 Service so specified are delivered under that line, Department may unilaterally reduce the amount of financial assistance specified in that line of the Service Element Prior Authorization, and the number of units of Service, to make it consistent with the actual delivery of DD 51 Services under that line and County shall accept an appropriate SEPA Adjustment to reflect that reduction. 5. Department is not obligated to provide financial assistance for a unit of DD 51 Service, from funds awarded in the Service Element Prior Authorization, if a Disbursement Claim for financial assistance for that unit of DD 51 Service is not received by Department by the date 60 days after the earlier of termination of this Agreement, termination of Department's obligation to provide financial assistance for DD 51 Services, or termination of County's obligation to include the Program Area, in which DD 51 Services fall, in its CMHP. Page 7 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 B. Disbursement of Financial Assistance: Department will disburse to Provider the financial assistance awarded for DD 51 Services under a particular line of the Service Element Prior Authorization and as approved by County in a CPA authorizing use of financial assistance for delivery of DD 51 services to an individual specified in the CPA in response to and as soon as reasonably possible after submission and Department verification of a Disbursement Claim with respect to DD 51 Services. C. Exceptions to Pay for Vacancies: In exceptional circumstances, the Department may agree to provide financial assistance for delivery of DD 51 Service capacity that is not utilized, as opposed to the normal DD 51 Services financial assistance calculation methodology that provides financial assistance only for DD 51 Services actually delivered. Exceptional circumstances include: (i) when Department agrees to provide financial assistance for unutilized DD 51 Service capacity in order to ensure the availability of DD 51 Services for a particular individual in the near future, or (ii) when unexpected financial difficulties are encountered by a particular Provider as a result of an unusually high rate of unutilized service capacity in that Provider's system, through no fault of that Provider. Department will award, disburse and settle funds for unutilized DD 51 Service capacity in service element DD 57 (DD Special Projects, Start -Up). Page 8 of 15 - Exhibit 1A— Personal Service Contract No.2009 -553 Service Name: TRANSPORTATION SERVICES Service I.D. Code: Dll 53 I. Service Description Transportation Services (DD 53) are public or private transportation provided to individuals with developmental disabilities when: (a) unsubsidized public or private transportation is not available and (b) transportation is required for effective participation in employment or other services needed by an individual (such as community access). II. Performance Requirements Unless otherwise authorized in writing by Department, all individuals receiving DD 53 Services funded through this Agreement must also be receiving, at the same time, either: (a) one or more of the following services funded through this Agreement: Employment and Commtmity Inclusion Services (DD 54), Residential Facilities (DD 50) Services, Supported Living Services (DD 51), Comprehensive In -Home Support Services For Adults (DD 49), Host Homes (DD52), and/or DD Foster Homes (DD 58) Services. M. Special Reporting Requirements A. All individuals receiving DD 53 services must be enrolled in CPMS, and the individual's CPMS record for DD 53 services must be maintained, as specified in Department's CPMS manual for Developmental Disability Services, and, if applicable, as further specified in this Service Description, special conditions, Special Terms and Conditions of this Agreement, or as otherwise instructed by Department. B. If requested by Department, County shall submit information on actual expenditures of DD 53 funds under this Agreement. Information shall be provided using forms and procedures designated by Department. IV. Financial Assistance Calculation. and Disbursement Procedures A. Calculation of Financial Assistance: Department will provide financial assistance for DD 53 Services identified in a particular Iine of the Financial Assistance Award in an amount equal to the amount specified on that line, subject to the following: 1. If at the end of any month during the period specified on a particular line of the Financial Assistance Award the cumulative -to -date monthly average number of units of DD 53 Services delivered under that line of the Financial Assistance Award is below 95% of the number of units specified in that line of the Financial Assistance Award, Department may reduce the amount of financial assistance and Page 9 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 the number of units specified in that line of the Financial Assistance Award consistent with the under delivery and County shall execute and deliver to Department an appropriate amendment to the Financial Assistance Award to reflect that reduction. For purposes of the reduction in financial assistance under this Section 1V(A)(1), the amount of the reduction shall be consistent with the under utilization of the rates for DD 53 Services set forth in the Developmental Disability Rate Schedule, as reflected in CPMS data submitted to Department for DD 53 Services. 2. The financial assistance provided under this Agreement for DD 53 Services may only be used to deliver DD 53 Services at the rate or rates set forth on the Developmental Disability Rate Schedule. The rate or rates specified in the Developmental Disability Rate Schedule will be identified by Provider, may vary from Provider to Provider and may be changed by amendment to the Financial Assistance Award. The rate or rates specified in the Developmental Disability Rate Schedule are not tied to any particular line in the Financial Assistance Award and County is not required to contract for service delivery with any particular Provider identified in the Developmental Disability Rate Schedule; provided, however, that, in aggregate across all lines of the Financial Assistance Award that award funds for DD 53 Services, Department will not provide financial assistance at any rate specified in the Developmental Disability Rate Schedule for a particular month for more than the number of units specified at that rate for that month; provided, further, that, if County wishes to shift units among Providers listed in the Developmental Disability Rate Schedule or shift units from a Provider listed in the Developmental Disability Rate Schedule to a Provider not listed in the Developmental Disability Rate Schedule, County must notify Department in writing of the change and execute an amendment to the Agreement implementing the change. B. Disbursement of Financial Assistance: Unless a different disbursement method is specified in that line of the Financial Assistance Award, Department will disburse the financial assistance awarded for DD 53 Services in a particular line of the Financial Assistance Award to County in substantially equal monthly allotments during the period specified in that line of the Financial Assistance Award, subject to the following: 1. Department may, after 30 days (unless parties agree otherwise) written notice to County, reduce the monthly allotments based on under used allotments identified through CPMS or through other reports required or permitted by this Service Description or applicable Special Terms and Conditions. 2. Department may, upon written request of County, adjust monthly allotments. Page 10 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 3. Upon amendment to the Financial Assistance Award, Department shall adjust monthly allotments as necessary, to reflect changes in the funds awarded for DD 53 Services on that line of the Financial Assistance Award. C. Agreement Settlement: Agreement Settlement will reconcile any discrepancies that may have occurred during the term of this Agreement between actual Department disbursements of financial assistance awarded for DD 53 Services under a particular line of the Financial Assistance Award and amounts due for such Services under the terms of this Agreement. Page 11 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 Service Name: EMPLOYMENT AND COMMUNITY INCLUSION SERVICES Service I.D. Code: DD 54 I. Service Description Employment and Community Inclusion Services (DD 54) are out -of -home employment or community training services and related supports, delivered to individuals aged 18 or older with developmental disabilities, to improve the individuals' productivity, independence and integration in the community. For purposes of this Agreement, an individual shall be considered to have received DD 54 services only when one of the following conditions is met: A. The Provider is actively involved in initial planning and assessment activities for the individual, including development of the individual's "Individual Support Plan" ( "ISP ") as defined in OAR 309 -041 -1300 through 309 -041 -1370, as such rules may be revised from time to time, prior to implementation of the ISP. Such planning activity performed on behalf of the individual shall be noted on the Attendance Records required in section III (A) below. The individual may be considered to have received DD 54 Services under this Section I(A) for a maximum of 15 consecutive days, beginning with the date the individual is first enrolled in the Provider's services; or B. In any given calendar month, the individual is at the Provider's site, or at the individual's work site, for the days and hours specified in the individual's ISP. If during that month the individual is at the Provider's site, or at the individual's work site, for the days and hours specified in the individual's ISP, the individual will be considered to have received DD 54 Services under this Section I(B) for the entire month; or C. The Provider is actively involved in job development activity for the individual while that individual is temporarily unemployed, and that job development activity has been reviewed and approved by the ISP Team, as defined in OAR 309 - 041 -1300 through 309 - 041 -1370, as such rules may be revised from time to time. Job development performed on behalf of the individual shall be noted in the Attendance Records required in section III (A) below. The individual may be considered to have received DD 54 Services under this Section I(C) for a maximum of 90 consecutive days, unless the ISP Team approves continued job development for up to an additional 45 day period. D. The individual had been receiving DD 54 Services from the Provider, as described in Sections I(A) through (C), immediately prior to the absence and the individual is absent from Provider's DD 54 Services, for not more than 5 consecutive days (excluding weekends and holidays), unless an exception is granted by Department, as a result of incarceration or absence without leave, and it has not been determined that the individual will not be returning to Provider's DD 54 Services; or Page 12 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 E. The individual had been receiving DD 54 Services from the Provider, as described in Sections I(A) through (C), immediately prior to the absence and the individual is absent from Provider's DD 54 Services for not more than 14 consecutive days, not to exceed 45 days in any one -year period unless an exception is granted by the Department, as a result of being on vacation or family visit and it has not been determined that the individual will not be returning to Provider's DD 54 Services; or F. The individual had been receiving DD 54 Services from the Provider, as described in Sections I(A) through (C), immediately prior to the absence and the individual is absent from Provider's DD 54 Services for not more than 90 consecutive days as a result of being on convalescent leave, on leave under the Family Medical Leave Act, or admittance to either a medical hospital, psychiatric hospital, or a State - Operated Community Program, and it has not been determined that the individual will not be returning to Provider's DD 54 Services. II. Performance Requirements A. Providers of DD 54 Services funded through this Agreement must comply with OAR Chapter 411, Division 345, as such rules may be revised from time to time. B. All individuals receiving DD 54 Services funded through this Agreement must be eligible for developmental disability services, with eligibility determined in accordance with OAR Chapter 411, Division 320, as such vile may be revised from time to time. C. Providers of DD 54 services funded through this Agreement may not expend any funds received through this Agreement to cover any of the following costs arising from or related to the work of individuals receiving DD 54 Services funded through this Agreement or the goods or services produced thereby: (1) the wages of individuals receiving DD 54 Services funded through this Agreement; (2) other indirect labor costs; (3) supply, equipment or marketing costs; or (4) other production costs. D. Unless otherwise authorized in writing by Department, all individuals receiving DD 54 Services funded through this Agreement must also be receiving, at the same time, one of the following Services funded through this Agreement: Comprehensive In -Home Supports for Adults (DD 49); Residential Facilities (DD 50) Services; Supported Living Services (DD 51); or DD Foster homes (DD 58) Services. M. Special Reporting Requirements A. Attendance Records: Providers of DD 54 Services funded through this Agreement shall maintain daily attendance records, in a format and procedure approved by Department, for all individuals to whom they deliver DD 54 Services funded through this Agreement (as defined in section I(A) through (F) above), and shall make such records available to Department or County upon request. Page 13 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 B. For purposes of Medicaid compliance, Department must be notified when an eXPRS Disbursement Claim is submitted, with respect to DD 54 Services described in section I(D), (E) or (F) of this Service Description. Notification required under this section must be provided to Department's Seniors and People with Disabilities Office of Federal Resources and Eligibility Determination, using forms and procedures designated by Department. C. Employment Outcomes Systems (EOS): Providers of DD 54 Services funded through this Agreement shalt submit reports, as part of the Department's Employment Outcomes System (EOS) or a successor reporting system developed by the Department, that include data that measure individual and program outcomes. Reports must be completed semi- annually, following instructions provided by Department. D. Direct Service Staff Wages and Turnover: Providers of DD 54 Services funded through this Agreement must report to Department staff wages and turnover data using forms and procedures designated by Department. IV". Financial Assistance Calculation and Disbursement Procedures A. Calculation of Financial Assistance: Department will provide financial assistance for DD 54 Services, from DD 54 funds included in the Service Element Prior Authorization, in an amount equal to the monthly rate set forth in a CPA authorizing the use of financial assistance for delivery of DD 54 services to an individual specified in that CPA, multiplied by the number of months of DD 54 Services delivered (as defined in section 1 (A) through (F) above) to that individual during the period specified in the CPA, subject to the following: 1. Total Department financial assistance for delivery of DD 54 Services to an individual specified in a CPA shall not exceed the amount of financial assistance authorized in that CPA. If no CPAs are submitted for DD 54 Services, no financial assistance will be provided for DD 54 Services. 2. The financial assistance for a partial month of DD 54 Service will be prorated. 3. If during any month during the period specified in a particular line of the Service Element Prior Authorization that awards funds for DD 54 Services and that specifies one or more units in the Service Element Prior Authorization Detail, fewer than 95% of the units of DD 54 Service so specified are delivered under that line, Department may reduce the amount of financial assistance specified in that line of the Service Element Prior Authorization, and the number of units of Service, to make it consistent with the actual delivery of DD 54 Services under that line and County shall accept an appropriate SEPA Adjustment to reflect that reduction. Page 14 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 4. Department is not obligated to provide financial assistance for a unit of DD 54 Service, from funds awarded in the Service Element Prior Authorization, if a Disbursement Claim for financial assistance for that unit of DD 54 Service is not received by Department by the date 60 days after the earlier of termination of this Agreement, termination of Department's obligation to provide financial assistance for DD 54 Services, or termination of County's obligation to include the Program Area, in which DD 54 Services fall, in its CMHP. B. Disbursement of Financial Assistance: Department will disburse to Provider the financial assistance awarded for DD 54 Services under a particular line of the Service Element Prior Authorization and approved by County in a CPA authorizing use of financial assistance for delivery of DD 54 services to an individual specified in that CPA in response to and as soon as reasonably possible after submission and Department verification of a Disbursement Claim with respect to DD 54 Services. C. Exceptions to Pay for Vacancies: In exceptional circumstances, the Department may agree to provide financial assistance for delivery of DD 54 Service capacity that is not utilized, as opposed to .the normal DD 54 Services financial assistance calculation methodology that provides financial assistance only for DD 54 Services actually delivered. Exceptional circumstances include: (i) when Department agrees to provide financial assistance for unutilized DD 54 Service capacity in order to ensure the availability of DD 54 Services for a particular individual in the near future, or (ii) when unexpected financial difficulties are encountered by a particular Provider as a result of an unusually high rate of unutilized service capacity in that Provider's system, through no fault of that Provider. Department will award, disburse and settle funds for unutilized DD 54 Service capacity in service element DD 57 (DD Special Projects, Start -Up). Page 15 of 15 - Exhibit 1A — Personal Service Contract No.2009 -553 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non - contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name: Opportunity Foundation of Central Oregon Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not Tess than: Per Occurrence limit Annual Aggregate limit ❑ $500,000 ❑ $500,000 ® $1,000,000 ❑ $1,000,000 ❑ $2,000,000 ® $2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after this contract is completed. ® Required by County ❑ Not required by County (one box must be checked) Commercial General Liability insurance with a combined single limit of not less than: Per Single Claimant and Incident All Claimants Arising from Single Incident ❑ Oregon Tort Claims Act limits ❑ Oregon Tort Claims Act limits ® $1,000,000 ❑ $2,000,000 ❑ $2,000,000 ® $3,000,000 Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. The Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies, including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every year. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or per project" basis. ® Required by County ❑ Not required by County (One box must be checked) Page 1 of 2 - Exhibit 2 - Personal Service Contract No. 2009 -487 Automobile Liability insurance with a combined single limit of not less than: Per Occurrence ❑ $500,000 ❑ $1,000,000 ❑ $2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. ❑ Required by County ® Not required by County (one box must be checked) Additional Requirements. Contractor shall pay all deductibles and self- insured retentions. A cross - liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor's coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County witl the signed Contract, The Certificate shall provide that there shall be no cancellation, termination, material changH, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor's insui .er to the County. The Certificate shall also state the deductible or, if applicable, the self- insured retention level. For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor's services provided under this Contract. The endorsement must be in a format acceptable to Deschutes County. If requested, complete copies of insurance policies shall be provided to the County. Risk Management review Date Page 2 of 2 - Exhibit 2 - Personal Services Contract No. 2009 -553 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]: ❑ Limited Liability Company ❑ Partnership authorized to do business in the State of Oregon. Signature Title Date 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 performed labor or services as an independent Contractor last year, Contractor filed federal send state income tax returns last year in the name of the business (or filed a Schedule C in the name of she business as part of a personal income tax return), and 2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent Contractor. The labor or services I perform are primarily carried out at a location that is separate from my residence or primarily carried out in a specific portion of my residence that is set aside as :he location of the business. I bear the risk of loss related to the business or provision of services as shown by factors such as: (a) fixed -price agreements; (b) correcting defective work; (c) warranties over the services. or (d) indemnification agreements, liability insurance, performance bonds or professional liab lity insurance. I have made significant investment in the business through means such as: (a) purchasing necessary tools or equipment; (b) paying for the premises or facilities where services are provided; or (c) paying for licenses, certificates or specialized training. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons. Each year I perform labor or services for at least two different persons or entities or I routinely engage in business advertising, solicitation or other marketing efforts reasonably calculates: to obtain new contracts to provide similar services. ..111 2 5/ C actor Si g nature Date Page 1 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -553 C. Representation and Warranties. Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. Contractor has the power and authority to enter into and perform this contract; 2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceat le in accordance with its terms; 3. The services under this Contract shall be performed in a good and workmanlike manner and in accordan ;e with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and daily licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in OHS 305.380(4), 6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to aiy consideration and payments paid to Contractor under this contract; and 7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any required subcontracts. e7/2 i Contractor Signature Dat Page 2 of 2 - Exhibit 3 - Personal Services Contract No. 2009 -553 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 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 rea:-pn (check the appropriate box): ❑ SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall 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 he corporation, and • The officers and directors shall perform all work. Contractor shall not hire other employees to perform contract. ❑ CORPORATION - NONPROFIT • Contractor's business is incorporated as a nonprofit corporation, and • Contractor has no employees; all work is performed by volunteers, and • Contractor shall not hire employees to perform this contract. ❑ PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contractor shall 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 shall be performed by the members; Contractor shall not hire employees to perform this contract, anli • If Contractor has more than one member, Contractor is not engaged in work performed in direct connection ‘vith the construction, alteration, repair, improvement, moving or demolition of an improvement to real properti or appurtenances thereto. *NOTE: Under OAR 436- 050 -050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporatior or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownershi) of all shareholders. * *NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when perforniing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption reque,;t is accepted from a contractor who shall perform construction work. Contractor Printed Name Contractor Signature Contractor Title Date Page 1 of 1 - Exhibit 4 - Personal Services Contract No. 2009 -553 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 Expense Reimbursement 1. Travel and Other Expenses. (When travel and other expenses are reimbursed.) a. It is the policy of the County that all travel shall be allowed only when the travel is essential to the normal discharge of the County responsibilities. 1) All travel shall be conducted in the most efficient and cost effective manner resulting in the best value to the County. 2) Travel expenses shall be reimbursed for official County business only. 3) County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County per Deschutes County Finance Policy F-1, "REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHIL E TRAVELING ON COUNTY BUSINESS," dated 11/8/06. 4) County may approve a form other than the County Employee Reimbursement Form for Contractor to submit an itemized description of travel expenses for payment. 5) Personal expenses shall not be authorized at any time. 6) All expenses are included in the total maximum contract amount. b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and orly when the reimbursement of expenses is specifically provided for in Exhibit 1, paragraph 3 of this Contract. c. The current approved rates for reimbursement of travel expenses are set forth in the above described policy. d. County shall not reimburse for any expenses related to alcohol consumption or entertainment. e. Except where noted, detailed receipts for all expenses shall be provided. f. Charge slips for gross amounts are not acceptable. g. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement :o an employee of Deschutes County. 2. Approved reimbursements: a. Mileage. Contractor shall be entitled to mileage for travel in a private automobile while Contractor is acting within the course and scope of Contractor's duties under this Contract and driving over the most direct and usually traveled route to and from Bend, Oregon. 1) Reimbursement for mileage shall be equal to but not exceed those set by the United States General Services Administration ( "GSA ") and are subject to change accordingly. 2) To qualify for mileage reimbursement, Contractor shall hold a valid, current driver's license for the class of vehicle to be driven and carry personal automobile liability insurance in amounts not legs than those required by this contract. 3) No mileage reimbursement shall be paid for the use of motorcycles or mopeds. b. Meals. 1) Any reimbursement for meals shall be for actual cost of meals incurred by Contractor while acting within the course and scope of Contractor's duties under this contract. 2) For purposes of calculating individual meals where the Contractor is entitled only to a partial day reimbursement, the following maximum allocation of the meal expenses applies: a) Breakfast, $10; b) Lunch, $12; c) Dinner, $22. 3) Except in the event of necessary overnight travel as provided below, partial day meal expenses sh;3II be reimbursed as follows and only while Contractor is acting within the course and scope Df Contractor's duties under this contract: a) Breakfast expenses are reimbursable if Contractor is required to travel more than two (2) hour before the start Contractor's regular workday (i.e. 8:00 a.m.). b) Lunch expenses are reimbursable only if Contractor is required to travel overnight and begii s the journey before 11:00 am or ends the journey after 11:00 a.m. c) Dinner expenses are reimbursable only if Contractor is required to travel more than two ( ?) hours after Contractor's regular workday (i.e. 5:00 p.m.). Page 1 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -553 4) Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel while acting within the course and scope of Contractor's duties under this contract and shall rot exceed those set by the GSA. and are subject to change accordingly. c. Lodging. 1) County shall reimburse Contractor for Contractor's actual cost of lodging necessary to provide service to the County and shall not exceed the maximum lodge set by the GSA for Bend, Oregon. 2) Reimbursement rates for lodging are not considered "per diem" and receipts are required «or reimbursement. d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle renal charges. 3. Exceptions. Contractor shall obtain separate written approval of the County Administrator for a iy exceptions to the expense items listed above prior to incurring any expense for which reimbursement sh 3II be sought. Page 2 of 2 - Exhibit 5 to Personal Services Contract No. 2009 -553 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contrac:or by signature to this Contract declares certifies that; Contractor's Work to be performed under this Contr ict create no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, 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 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 .: ny federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall 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 his federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and sub -flit Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. 1) Standard Form -LLL and instructions are located in 45 CFR Part 93 Appendix B. 2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form -LLL with the Department. 3) This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County End the Department has relied in entering into this Contract. Contractor further understands that submisson of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. c. 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. d. Contractor shall include the language of this certification in the award documents for all sub - awards al all tiers (including subcontracts, sub - grants, and contracts under grants, loans and cooperative agreements) and that all sub - recipients shall certify and disclose accordingly. e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. 3. Contractor understands that, if this Contract involves federally appropriated funds, this certification i ; a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that 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 failure. (mot Contractor Signature Date Page 1 of 1 - Exhibit 6 to Personal Services Contract No. 2009 -553 Exhibit 7 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2009 -553 BUSINESS ASSOCIATE AGREEMENT County will make available and /or transfer to Contractor certain Information, in conjunction with goods or services that are being provided by Contractor to County, that is confidential and must be afforded special treatment and protection. Contractor will have access to and /or receive from County certain Information that can be used or disclosed or y in accordance with this Agreement and the HHS Privacy Regulations. To the extent required by 42 U.S.C. 1171 et seq. enacted by the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder, Contractor assures County that Contractor will appropriately safeguard protected health information made available to or obtained by Contractor. Contractor further agrees to comply with applicable laws relating to protected health information and with respect to any task or other activity Contractor performs on behalf of County, to the extent County would be required tc comply with such requirements. For purposes of this Agreement, the following terms shall apply: A. Contractor shall be considered a BUSINESS ASSOCIATE; B. County shall be considered a COVERED ENTITY; C. HHS Privacy Regulations shall mean the Code of Federal Regulations (C.F.R.) at Title 45, Sections 160 and 164; D. Individual shall mean the person who is the subject of the Information, and has the same meaning as the term 'individual' is defined by 45 C.F.R. 164.501; and E. Secretary shall mean the Secretary of the Department of Health and Human Services (HHS) and any other officer or employee of HHS to whom the authority involved has been delegated; F. Information shall mean any health information provided and /or made available by County to Contractor, and has the same meaning as the term 'health information' as defined by 45 C.F.R. 160.102. Contractor agrees it shall: 1. Not use or further disclose such information other than as permitted or required by this Agreement. Contractor shall not, except as necessary for the proper management, administration and performance of its duties under this Agreement, use, reproduce, disclose, or provide to third parties, any confidentiN document or information relating to the County, its members or to clients of County or its members without the prior written consent or authorization of the County or of the client. If Contractor uses such information for the purposes set forth above, it will only do so if the disclosure is required by law or Contractor obtains reasonable assurances from the person to whom the information is disclosed that t will be held confidentially and used or further disclosed only as required by law or for the purpose for which Contractor disclosed it to the person. Contractor shall ensure that its personnel, employees, affiliates and agents maintain the confidentiality of patient health information and business informatior of County. Page 1 of 2 - Exhibit 7 to Personal Services Contract No. 2009 -553 2. Not use or further disclose the information in a manner that would violate the requirements of applicable law, if done by County; 3. Use appropriate safeguards to prevent use or disclosure of such information other than as provided foi by this Agreement; 4. Report to County any use or disclosure of such information not provided for by this Agreement of which Contractor becomes aware; 5. Ensure that any subcontractors or agents to whom Contractor provides protected health information received from County agree to the same restrictions and conditions that apply to Contractor with respe ;t to such information; 6. Make available protected health information in accordance with applicable law, i.e., the Code of Feder d Regulations (C.F.R.) at Title 45, Sections 160 and 164; 7. Maintain standard records, pursuant to this agreement, and to provide such records and other necessiry information to the County as may be requested in writing and as permitted by law. Contractor agrees that all records kept in connection with this agreement are subject to review and audit by the County upon reasonable notice of a minimum of 14 work days from the date of written request by the County. 8. Make Contractor's internal practices, books, and records relating to the use and disclosure of protected health information received from County available to the Secretary of the United States Health & Human Services for purposes of determining County's compliance with applicable law (in all events, Contractor shall immediately notify County upon receipt by Contractor of any such request, and shall provide County with copies of any such materials); 9. Upon termination of this Agreement, Contractor shall promptly return all protected health information received from County. If the return of protected health information is not feasible, Contractor shall continue the protections required under this contract to the protected health information consistent with the requirements of this Attachment and the HIPAA privacy standards. Date. s 12-1 Signature: Title 6v4 -/ Contractor: Opportunity Foundation of Central Oregon / / p��w Page 2 of 2 - Exhibit 7 to Personal Services Contract No. 2009 -553 ACORD CERTIFICATE OF LIABILITY INSURANCE OPID LD OPPOOIC DATE(MMIDO/YYYY) 07/15/09 TYPE OF INSURANCE PRODUCER KPD Insurance, Inc. PO Box 784 Springfield OR 97477 Phone:541- 741 -0550 Fax:541- 741 -1674 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURERS AFFORDING COVERAGE NAIC# INSURED Opportunity Foundation of Central Oregon Central Oregon PO Box 430 Redmond OR 97756 -0101 INSURER A Philadelphia Indemnity Ine Co GENERAL X INSURER B: PHPK444055 INSURER C: 07/20/10 INSURER D: $1,000,000 INSURER E: $ 300,0)0 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDS. INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DOIYY) POLICY EXPIRATION DATE (MM/DDIYY) LIMITS A X GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY PHPK444055 07/20/09 07/20/10 EACH OCCURRENCE $1,000,000 PRREMISES (Ea occuence) $ 300,0)0 CLAIMS MADE X OCCUR MED EXP (Any one person) $15,00) X Contractual PERSONAL 8 ADV INJURY $ 1 , 000 , 000 GENERAL AGGREGATE $3,000,000 GEN'L 7 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $3,000,000 POLICY JECOT- LOC Prof Liab 3,000,000 A AUTOMOBILE X X X X X X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Physical Damage PHPK444055 07/20/09 07/20/10 COMBINED SINGLE LIMIT (Ea CO accident) $ 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Per Schedule GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA X X LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ 10 , 000 PHUB278391 07/20/09 07/20/10 EACH OCCURRENCE $4,000,000 AGGREGATE $4,000,000 Products/ $4,000,000 Completed $ Os $ WORKERS COMPENSATION AND EMPLOYERS' LJABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below TORY LIMITS ER OR LIMITS ER- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A OTHER Property Special Form PHPK444055 07/20/09 07/20/10 $500 Ded RC DESCRIPTION OF OPERATIONS 1 LOCATIONS/VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS Re: All Operations. Deschutes County & the Oregon Dept of Human Services are Additional Insured per attached form PI- GLD -HS (4/07). CERTIFICATE HOLDER CANCELLATION DESBE13 Deschutes County Mental Health Dept. 2577 NW Courtney Dr. Bend OR 97701 ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THI EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAY'. t WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO D. I SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AOl:NTS OR REPRESENTATIVES. A REPRESENTATIVE © ACORD CORPORA TON 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) KPD Insurance, Inc. Nov. 02 -2009 11:49:19 Pg. 001 KPD Insurance and Risk Solutions P.O. BOX 784 - 1111 GATEWAY LOOP - SPRINGFIELD, OR 97477 - PHONE (541) 741 -0550 - FAX (541) 741 -1674 Fax Cover Page To: Nancy Fax Number: 15413227565 Company: Deschutes Co Public Works Date: 11/2/2009 Time: 11:49:12 AM From: Linda Davis E -Mail: lindad @kpdinsurance.com No. of pages: 8 (Including cover page) Subject: Additional Insured Endt Message Details: Please find attached the blanket additional insured form for Opportunity Foundation. Please contact our office if you have any questions. Thank you! The information contained in this facsimile communication is confidential and may be privileged. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication or the Information contained in this communication Is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and return this facsimile to us at the above address via the U.S, Postal Service. Thank you. KPD Insurance, Inc. Nov. 02 -2009 11:49:19 Pg. 002 PI- GLD -HS (04/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Extended Property Damage included 2 Non -Owned Watercraft Less than 58 feet 2 Medical Payments $20,000 2 Medical Payments — Extended Reporting Period 3 years 3 Athletic Activities Amended 3 Supplementary Payments — Bail Bonds $2,500 3 Supplementary Payment — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employee $25,000 3 Additional Insured - Medical Directors and Administrators Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured — Broadened Named Insured Included 3 Additional Insured — Funding Source Included 4 Additional Insured — Home Care Providers Included 4 Additional Insured — Managers, Landlords, or Lessors of Premises Included 4 Additional Insured - Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured — Grantor of Permits Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 limit 5 Damage to Property You Own, Rent, or Occupy $30,000 limit 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 5 Liberalization Included 6 Bodily Injury — includes Mental Anguish Included 6 Personal and Advertising Injury — includes Abuse of Process, Discrimination Included 6 Key and Lock Replacement — Janitorial Services Client Coverage $5,000 limit 6 Pagel of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. A. Damage to Premises Rented to You Nov. 02 -2009 11:49:19 Pg. 003 PI- GLD -HS (04/07) 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III - LIMITS OF INSURANCE, Paragraph 6.; c. SECTION V — DEFINITIONS, Paragraph 9.a, 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words "Fire insurance are changed to "insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Extended "Property Damage" SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. C. Non -Owned Watercraft SECTION I - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: (a) Less than 58 feet Tong; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Medical Payments - Limit Increased to $20,000, Extended Reporting Period Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. Nov. 02 -2009 11:49:19 Pg. 004 PI- GLD -HS (04/07) If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III - LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, the second part of Paragraph a. is amended to read provided that: (2) The expenses are incurred and reported to us within three years of the date of the accident; E. Athletic Activities SECTION t — COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. F. Supplementary Payments Under the SUPPLEMENTARY PAYMENTS - COVERAGE A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. G. Employee Indemnification Defense Coverage Under the SUPPLEMENTARY PAYMENTS - COVERAGES A AND B provision, the following is added: 3. We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the numbers of "employees ", claims or "suits" brought or persons or organizations making claims or bringing "suits ". H. SECTION II - WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. Medical Directors and Administrators - Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. Page 3 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. Nov. 02 -2009 11:49:20 Pg. 005 PI- GLD -HS (04/07) b. Managers and Supervisors - If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Broadened Named Insured - Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does riot apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. d. Funding Source - Any person or organization with respect to their liability arising out of: (1) Their financial control of you or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers - At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises - Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: g. This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You — Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits — Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision; (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. Nov. 02 -2009 11:49:20 Pg. 006 PI- GLD -HS (04/07) (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. I. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. J. Damage to Property You Own, Rent or Occupy SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item (1) is deleted in its entirety and replaced with the following; (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as a person under your direct care and supervision. K. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's Rights of Recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. L. Duties in the Event of Occurrence, Claim or Suit 1. The requirement in Paragraph 2.a. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: a, You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. 2. The requirement in Paragraph 2.b. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An executive officer or insurance manager, if you are a corporation. Page 5 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. M. Unintentional Failure To Disclose Hazards Nov. 02 -2009 11:49:20 Pg. 007 PI- GLD -HS (04/07) It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. N. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. O. Bodily Injury - Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury': a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. P. Personal and Advertising Injury— Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as fol lows: 1. SECTION V — DEFINITIONS, Paragraph 14.b. is revised to read: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended to include the following: "Personal and advertising injury" also means discrimination based on race, color, religion, sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; or (3) Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The above does not apply to fines or penalties imposed because of discrimination. The following additional coverage is added to A. COVERAGE 4. ADDITIONAL COVERAGES: Page 6of7 Includes copyrighted material of Insurance Services Office, Inc., with its permission. KPD Insurance, Inc. Nov. 02 -2009 11:49:20 Pg. 008 PI- GLD -HS (04/07) Q. Key and Lock Replacement— Janitorial Services Client Coverage 1. We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other loss to keys entrusted to you by your "client ", up to a $5,000 limit per occurrence /$5,000 policy aggregate. 2. We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees ", "managers ", directors, trustees, authorized representatives or any one to whom you entrust the keys of a "client" for any purpose commit, whether acting alone or in collusion with other persons. 3. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. "Employee" 1. Any natural person: a. While in your service or for 30 days after termination of service; b. Who you compensate directly by salary, wages or commissions; and c. Who you have the right to direct and control while performing services for you; or 2. Any natural person who is furnished temporarily to you: a.To substitute for a permanent "employee" as defined in Paragraph 1. above, who is on leave; or b. To meet seasonal or short -term workload conditions; while that person is subject to your direction and control and performing services for you. 3. "Employee" does not mean: a. Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or b. Any "manager ", director or trustee except while performing acts coming within the scope of the usual duties of an "employee ". c. "Manager' means a person serving in a directorial capacity for a limited liability company. Page 7 of 7 Includes copyrighted material of Insurance Services Office, Inc., with its permission.