Washington County - CA-14-1126 Community Human Services Contract#
WASHINGTON COUNTY
COMMUNITY HUMAN SERVICES PROGRAM
CONTRACT AGENCY AGREEMENT
This AGREEMENT made and entered into by and between WASHINGTON COUNTY, a
political subdivision of the State of Oregon (hereinafter "County") and City of Tigard
(hereinafter "Contractor"), for the period commencing upon execution or July 1 , 2014 -
whichever date is later, to and including June 30, 2015.
WITNESSETH:
WHEREAS, County has established Early Learning and Youth Development programs and a
Community Mental Health Program to serve Washington County residents; and
WHEREAS, County desires to contract with the Contractor for provision of a portion of the
Early Learning and/or Youth Development program and/or Community Mental Health
Program for the period of this agreement; and
WHEREAS, County and Contractor are agreeable to the terms and conditions hereinafter set
forth governing the provision of specified child, youth, and family services; and
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, County and Contractor agree to the following:
Section 1-Purpose:
1. This contract and attachments sets forth the responsibilities and clarifies the
relationship between County and Contractor and the terms of payment by County.
2. Contractor agrees it has received a full and complete copy of the County Contract
Agency General Conditions ("General Conditions"), which document is incorporated
into this Contract Agency Agreement by this reference.
3. This Contract Agency Agreement, including each attachment referenced below, the
General Conditions, the County Statement of Conditions, all matters and laws
incorporated by reference herein, any written amendments made according to the
General Conditions shall be referred to as the "AGREEMENT' and constitute the
entire agreement between Contractor and County.
Section 2- Consideration:
1. Contractor shall perform the services described Attachment A.
2. County shall pay contractor in the manner described in Attachment B.
Section 3-Documents Incorporated:
The following documents are incorporated into this contract:
® County Contract Agency General Conditions
❑ County Statement of Conditions
Section 4-Additional Documents Incorporated:
1. The following Attachments are incorporated into and made a part of this contract:
❑ Attachment C - Modifications to Standard Contract Terms and Conditions
❑ Attachment D - Modifications to Standard Insurance Requirements
® Attachment E - 2013-15 Intergovernmental Agreement Number 141429 between
Washington County and OHA for the Financing of Community Addictions and Mental
Health Services
❑ Attachment F - Intergovernmental Agreement Number 142497 between
Washington County and OHA to fund SE 37 (Flexible Funding)
❑ Attachment G - Current Risk Accepting Entity Participation Agreement between
Washington County and Health Share of Oregon
❑ Attachment H - Current Health Plan Services Contract, Coordinated Care
Organization Contract between OHA and Health Share of Oregon
® Attachment I - Business Associate Agreement
❑ Other
2. In the event there is a conflict between the documents comprising this contract, the
following order of precedence shall apply: the terms and conditions in the body of this
contract; Standard Contract Terms and Conditions as modified by Attachments A and
B, Attachment C, Attachment D, Attachment E, Attachment F, Attachment G,
Attachment H, Attachment 1, the solicitation, and Contractor's response.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
by these officers thereunto duly authorized.
.............................................................................................................
CONTRACTOR DATA AND SIGNATURE
Contractor Federal Tax ID# 113 •(DSo3g40
DUNS (Data Universal Numbering System) # (D$O uos�4�
State Tax ID# Citizenship: Nonresident alien Yes No
Business Designation (check one): _Sole Proprietorship _Partnership
Corporation _ Limited Liability Partnership
—Non-Profit Corporation
Federal tax ID numbers or Social Security numbers are required pursuant to ORS 305.385
and will be used for the administration of state, federal and local laws. Payment information
will 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 agreement including the attachments. I understand the agreement,
agree to be bound by its terms and certify that I am authorized to execute this
agreement on behalf of contractor.vp
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Name (please print) Date
................................................................................................................
................................................................................................................
{ � WASHINGTON COUNTY SIGNATURE
Sia Lindstrom
A4 I/// ;L / Z a /V
Charman, Board of ('Hunt; Y. Deputy County Admin. D tea of Execution
Washington County, Oregon
................................................................................................................
APPROVED BY WASHINGTON COUNTY BOARD OF COMMISSIONERS:
Minute Order # Date By
Clerk of the Board
Contract representatives with regard to this AGREEMENT are:
COUNTY: CONTRACTOR:
Rebecca Collett Lisa Shaw
Name Name
Program Coordinator Business Manager
Title Title
Washington County City of Tigard
Agency Agency
155 N First Ave., MS #6 13125 SW Hall Blvd.
Address Address
Hillsboro, OR 97124 Tigard OR 97223
City, State, Zip Code City,, State, Zip Code
503-846-4918 50�- 16
Telephone Telephone
Please note remittance address if
different from above:
COUNTY CONTRACT AGENCY GENERAL CONDITIONS
1. Subcontracts and Assignment. Contractor shall not enter into any subcontracts for any
of the work required by this contract, or assign or transfer any of its interest in this contract,
without the prior written notice to County. County shall have 10 working days to object.
The provisions of this contract shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and assigns, if any.
2. Third Party Beneficiaries. County and Contractor are the only parties to this contract and
are the only parties entitled to enforce its terms. Nothing in this contract gives, is intended
to give, or shall be construed to give or provide any benefit or right, whether directly,
indirectly, or otherwise, to third persons unless such third persons are individually identified
by name herein and expressly described as intended beneficiaries of the terms of this
contract.
3. Written Notice. Any notice of change, termination, or other communication having a
material effect on this contract shall be upon the County Contract Administrator and the
Contractor Contact Person and served in one of the following manners: a) In-person
delivery; or b) deposited in the U.S. Mail under certified or registered handling, postage
prepaid. Except as provided in this contract, it is agreed that fifteen calendar days shall
constitute reasonable notice for the exercise of any right in the event that applicable law
specifically requires such notice.
4. Governing Law/Venue/Attorney Fees. This contract shall be governed by and
construed in accordance with the laws of the State of Oregon without regard to principles
of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between
County and Contractor that arises from or relates to this contract shall be brought and
conducted solely and exclusively within the Circuit Court of Washington County for the
State of Oregon; provided, however, if a Claim is brought in a federal forum, then it shall
be brought and conducted solely and exclusively within the United States District Court
for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT,
HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.
Each party shall be responsible for its own costs and attorney fees for any claim, action
suit or proceeding, including any appeal.
5. Remedies Cumulative. All rights and remedies of County and Contractor shall be
cumulative and may be exercised successively or concurrently. The foregoing is without
limitation to or waiver of any other rights or remedies of County according to law.
6. SeverabilityfWaiver. County and Contractor agree that, if any term or provision of this
contract is declared by a court of competent jurisdiction to be illegal or in conflict with any
law, the validity of the remaining terms and provisions shall not be affected, and the rights
and obligations of the parties shall be construed and enforced as if the contract did not
contain the particular term or provision held to be invalid. The failure of either party to
enforce any provision of this contract shall not constitute a waiver by that party of that or
any other provision of this contract.
7. Public Contracting Statutes.
7.1 ORS 279B.220 through 2796.235 and 279C.500 through 279C.870, as applicable,
are incorporated herein by reference.
7.2 The Contractor agrees to:
a. Make payment promptly, as due, to all persons supplying, to Contractor,
labor or material for the performance of the work provided for in this
contract;
b. Pay all contributions or amounts due the Industrial Accident Fund incurred
in the performance of the contract:
C. Not permit any lien or claim to be filed or prosecuted against the County on
account of any labor or material furnished pursuant to this contract; and
d. Pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
8. Independent Contractor.
8.1 Contractor shall perform the work required by this contract as an "Independent
Contractor." Although County reserves the right to determine the delivery schedule
for the work to be performed and to evaluate the quality of the completed
performance, the County cannot and will not control the means or manner of the
Contractor's performance. The Contractor shall comply promptly with any requests
by County relating to the emphasis or relative emphasis to be placed on various
aspects of the work or to such other matters pertaining to the work under this
contract. Contractor is responsible for determining the appropriate means and
manner of performing the work.
8.2 Contractor represents and warrants that Contractor is not an employee of the
County, is not currently employed by the Federal Government, meets the specific
independent Contractor standards of ORS 670.600, and is not an "officer',
"employee", or"agent" of the County, as those terms are used in ORS 30.260 et.
seq.
8.3 Contractor shall be responsible for all federal or state taxes applicable to any
compensation or payments paid to Contractor under this contract. Contractor is not
eligible for any federal Social Security, unemployment insurance, or workers'
compensation benefits from compensation or payments paid to Contractor under
this contract.
8.4 Contractor agrees to immediately provide County notice of any claim made against
Contractor by any third party. Contractor also agrees not to assign to any third
party, without County's written consent, any obligation of Contractor to indemnify
County for any actions under this contract.
9. Environmentally Preferred Products/Material Safety Data Sheets. Whenever
possible, the Contractor should use environmentally preferable products which present a
lesser impact to the public health and the environment than competing products.
Contractor agrees, upon execution of this contract, to submit a copy of the relevant
material safety data sheet(s) for any chemical substance the Contractor will bring on to
the County's premises and use as part of the work described in this contract.
10. Nondiscrimination. No person shall be denied or subjected to discrimination in receipt of
the benefits of any services or activities made possible by or resulting from this contract on
the grounds of race, color, religion, gender, sexual orientation, national origin, disability,
age, or marital status. Any violation of this provision shall be considered a material defect
and shall be grounds for cancellation, termination or suspension in whole or in part by the
County.
11. Termination.
11.1 This contract may be terminated under the following conditions:
a. By mutual consent of both parties.
b. Contractor may terminate this contract upon a material default of County;
however, Contractor must provide written notice to the County Contract
Administrator and provide County with thirty days to cure the default.
c. County may at anytime terminate, the whole or any part of, this contract for
default if Contractor fails to perform any of the provisions of this contract, or so
fails to pursue the work as to endanger performance of this contract in
accordance with its terms, and after receipt of written notice from the County,
fails to correct such failures within seven calendar days or such other period as
the County may authorize or require.
11.2 Upon receiving a notice of termination issued by County, Contractor shall
immediately cease all activities under this contract, unless expressly directed
otherwise by County in the notice of termination.
11.3 In the event the Board of Commissioners of Washington County reduces, changes,
eliminates, or otherwise modifies the funding for this contract, or if funding from
federal, state, or other sources is not obtained and continued at levels sufficient to
allow for the purchase of the indicated quantity of services, then County may
terminate this contract, in whole or in part, effective upon delivery of written notice to
the Contractor, or at such later date as may be established by the County, and
Contractor agrees to abide by any such decision.
11.4 In addition to its other rights to terminate, County may terminate this Agreement,
in whole or in part, for convenience upon thirty days' prior notice to Contractor .
During this thirty-day period, Contractor shall wind down and cease its services
as quickly and efficiently as possible, without performing unnecessary services or
activities and by minimizing negative effects on County from such winding down
and cessation of services.
11.5 The rights and remedies of the County provided in this section, are not exclusive
and are in addition to any other rights and remedies provided by law or under this
contract.
11.6 If this Agreement is terminated under subsections 11.3 or 11.4, County shall be
liable only for payment in accordance with the terms of this contract for services
satisfactorily rendered prior to the effective date of termination.
11.7 Upon termination, Contractor shall deliver to County all contract documents,
information, works-in-progress, and other property that are or would be deliverables
had the contract been completed.
12. Time is of the essence. Time is of the essence in Contractor's performance of each and
every obligation and duty under this contract.
13. Force Majeure. Neither County nor Contractor shall be held responsible for delay or
default caused by fire, riot, acts of God, or war where such cause was beyond, respectively,
County's or Contractor's reasonable control. Contractor shall make all reasonable efforts to
remove or eliminate such a cause of delay or default and shall, upon the cessation of the
cause, diligently pursue performance of its obligations under this contract.
14. Compliance with Applicable Law. Contractor and its subcontractor(s) shall comply with
all federal, state, and local laws and ordinances applicable to the work performed under this
contract including, but not limited to the following, as applicable: Title VI of the Civil Rights
Act of 1964, Section V of the Rehabilitation Act of 1973, the Americans with Disabilities Act
of 1990 (Pub L No. 101-336), ORS 659A.142 and all regulations and administrative rules
established pursuant to those laws; and all other applicable requirements of federal and
state civil rights and rehabilitation statutes, rules and regulations.
15. Contractor Certification Regarding Debarment, Suspension, Proposed Debarment
and other Responsibility Matters, The Contractor certifies to the best of its
knowledge and belief that neither it nor any of its principals:
15.1 Are presently debarred, suspended, proposed for debarment, or declared
ineligible from submitting bids or proposals by any federal, state or local
entity, department or agency;
15.2 Have within a three-year period preceding this offer, been convicted or had a civil
judgment rendered against them for: commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performance of a public(Federal,
state or local) contract or subcontract; violation of Federal or state antitrust statues
relating to the submission of offers; or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statement, tax evasion,
or receiving stolen property;
15.3 Are presently indicted for, or otherwise criminally or civilly charged by a
governmental entity with, commission of any of the offenses enumerated in
paragraph 15.2 of this certification;
15.4 Have within a three-year period preceding this offer, had one or more contracts
terminated for default by any Federal, state or local public agency.
15.5 Are on the list titled "Specially Designated Nationals and Blocked Persons'
maintained by the Office of Foreign Assets Control of the United States Department
of the Treasury and currently found at:
http://www.treas.gov/offices/enforcement/ofac/sdn/tl 1 sdn.pdf
16. Oregon Registration. If Contractor is not domiciled in or registered to do business in the
State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue
and the Secretary of State Corporation Division all information required by those agencies
relative to this contract.
17. Use of County Facilities. Contractor and its employees or agents shall have the right to
use only those facilities of County that are necessary to perform the services under this
contract and shall have no right of access to any facility of the County without prior approval
of County management. County shall have no responsibility for the loss, theft, mysterious
disappearance of or damage to equipment, tools, materials, supplies, and other personal
property of Contractor or its employees, subcontractors or agents which may be stored on
County premises.
18. Publicity. Contractor shall not use in its external advertising, marketing programs or other
promotional efforts, any data, pictures, or other representations of the County except on
prior specific written authorization from County management.
19. Counterparts. This contract may be executed in several counterparts, each of which shall
be an original, all of which shall constitute one and the same instrument.
20. Warranties. Contractor represents and warrants to County that: (a) Contractor has the
power and authority to enter into and perform the contract, (b) the contract, when
executed and delivered, shall be a valid and binding obligation of Contractor enforceable
in accordance with its terms, and (c) Contractor's performance under the contract shall
be in a good and workmanlike manner and in accordance with the professional
standards.
21. Records. Contractor shall maintain all fiscal records relating to this contract in accordance
with generally accepted accounting principles. In addition, Contractor shall maintain any
other records pertinent to this contract in such a manner as to clearly document
Contractor's performance hereunder. Contractor acknowledges and agrees that County
and its duly authorized representatives shall have access to such fiscal records and all
other books, documents, papers, plans, and writings of the Contractor that are pertinent to
this contract for the purpose of making audits, examinations, excerpts, copies and
transcriptions. In addition, Contractor shall permit authorized representatives of the County
to perform site reviews for all Services Delivered by Contractor. All such fiscal records,
books, documents, papers, plans, and writing shall be retained by Contractor and kept
accessible for a minimum of three years, except as required longer by law, following final
payment and termination of this contract, or until the conclusion of any audit, controversy,
or litigation arising out of or related to this contract, whichever date is later. All subcontracts
shall also comply with these provisions. If OMB Circular A-133 is applicable to this
Agreement, then Contractor shall supply County with Contractor's DUNS Number.
22. Work Product. All work products of the Contractor which result from this contract ("the
work products"), except material previously and mutually identified as confidential or
proprietary, shall be provided to County upon request and shall be considered the exclusive
property of the County. In addition, if any of the work products contain intellectual property
of the Contractor that is or could be protected by federal copyright, patent, or trademark
laws, or state trade secret laws, Contractor hereby grants County a perpetual, royalty-free,
fully paid-up, nonexclusive and irrevocable license to copy, reproduce, perform, dispose of,
use and re-use, in whole or in part, and to authorize others to do so. Such work products
include, but are not limited to: databases, templates, file formats, scripts, links, procedures,
materials, training manuals and other training materials, specially created key commands,
and any other information, designs, plans, or works provided or delivered to the County or
produced by Contractor under this contract.
23. County Policies. During the performance of this contract, Contractor shall follow County's
Affirmative Action Program which is to promote the objectives of the Equal Opportunity
Commission's guidelines as set forth in the Equal Opportunity Act of 1972, Oregon State
Laws, legal mandates, and Presidential Executive Order 11246 entitled Equal Employment
Opportunity as amended by Executive Order 11375 and as supplemented in Department of
Labor Regulation 41 CFR part 60. Contractor shall also follow the County Harassment
Free and Violence in the Workplace Policies. All subcontracts shall also comply with these
provisions.
24. Indemnification and Hold Harmless. Contractor shall defend, indemnify and hold
harmless the County, its agents, officers, elected officials and employees from and
against all claims, demands and judgments (including attorney fees) made or recovered
against them including, but not limited to, damages to real or tangible property or for
bodily injury or death to any person, arising out of, or in connection with this contract, to
the extent such damage, injury or death is caused or sustained in connection with the
negligent performance or willful misconduct of Contractor, or its employee, agents or
subcontractors. The County agrees to promptly notify Contractor in writing of any such
claim or demand to indemnify and agrees to cooperate with Contractor in a reasonable
manner to facilitate the defense of such claim.
25. Insurance. Contractor shall provide insurance coverage and limits as described below.
All insurance carried by Contractor must be primary to and non-contributory with any
insurance, including any self-insurance or retentions carried by the County. A waiver of
subrogation in favor of the County shall be required on General Liability, Workers
Compensation and Automobile Liability coverage.
25.1 Workers' Compensation Insurance. Contractor shall comply with ORS
656.017, which requires subject employers to provide Oregon workers'
compensation coverage for all their subject workers. No Workers' Compensation
Insurance has been or will be obtained by the County for Contractor or
Contractor's employees and subcontractors. Contractor shall provide and
maintain workers' compensation coverage for its employees, officers, agents or
partners as required by applicable workers' compensation laws including
employers' liability with limits not less than $500,000/$500,000/$500,000.
25.2 Commercial General Liability Insurance. Contractor shall at all times carry a
Commercial General Liability insurance policy for at least $1,000,000 combined
single limit per occurrence and at least $2,000,000 in the aggregate per project,
for Bodily Injury, Property Damage, and Personal Injury. This insurance shall
include contractual liability coverage for the indemnity provided under this contract.
25.3 Automobile Liability Insurance. Contractor shall at all times carry Automobile
Liability Insurance in the amount of$1,000,000 combined single limit per
accident for Bodily Injury and Property Damage for Contractor's vehicles,
whether owned, hired, or non-owned, which includes coverage for Washington
County, its agents, officers, elected officials and employees.
25.4 Professional Liability/Errors and Omissions Insurance. Contractor shall at
all times carry a Professional Liability/Errors and Omissions type insurance policy
with limits of not less than $1,000,000 each occurrence (or each claim if
coverage is afforded on a claims made basis) and $3,000,000 in the annual
aggregate. If this policy is a "claims made" type policy, the policy type and
company shall be approved by Washington County prior to commencement of
the Work.
25.5 Extended Reporting Coverage ("Tail Coverage"). For Professional
Liability/Errors & Omissions Insurance written on a "claims made' basis and for
any other required liability insurance provided on a "claims made" basis,
Contractor shall provide "tail" coverage at the completion of the contract for a
duration of thirty-six (36) months or continuous "claims made" liability coverage
provided for thirty-six (36) months following contract completion. Continuous
.'claims made" coverage will be acceptable in lieu of"tail" coverage provided the
retroactive date of the coverage is on or before the effective date of this contract.
25.6 Maximum Deductible/Retention. Any deductible or retention must be disclosed
on the certificate of insurance and no deductible or retention may exceed
$25,000 without the prior written consent of the County. Contractor is
responsible to pay any amounts within the deductible or retention amount.
25.7 Additional Insureds. The State of Oregon, Washington County, their agents,
officers, elected officials and employees must be named as additional insureds
with respect to Contractor's services to be provided under this Contract. Health
Share of Oregon, its agents, officers and employees shall be named as
additional insureds if any funding for this contract comes from Health Share of
Oregon. All liability insurance policies, with the exception of professional and/or
workers compensation policies, must be endorsed to show this additional
coverage.
25.8 Insurance Certificates. Contractor shall deliver to the County, prior to the
commencement of the work, a certificate of insurance evidencing all policies
required by this contract including additional insured provisions afforded by the
policy. This requirement can be satisfied by providing a copy of the coverage
form and/or the endorsement(s). Further, it is an affirmative obligation upon the
Contractor to advise the Contract Administrator within two business days of any
substantive change of any insurance policy or endorsement set out herein, and
failure to do so shall be construed to be a breach of this contract.
25.9 Subcontractor Insurance. Contractor shall require and verify that all of its
subcontractors of any tier provide insurance coverage and limits identical to the
insurance required of the Contractor under this contract, unless this requirement
is expressly modified or waived by the County.
26. Survival. The terms, conditions, representations, and all warranties contained in this
contract shall survive the termination or expiration of this contract.
27. Amendment. This contract may only be amended by a written amendment signed by
authorized agents of both parties.
28. Protecting the Federal Government's Interest When Subcontracting with Contractors
Debarred, Suspended, or Proposed for Debarment. The Federal Government
suspends or debars Contractors to protect the Federal Government's interests. The
Contractor shall not enter into any subcontract in excess of$25,000 with a Contractor that
is debarred, suspended, or proposed for debarment unless there is a compelling reason to
do so. The Contractor shall require each proposed first-tier subcontractor, whose
subcontract will exceed $25,000 to disclose to the Contractor, in writing, whether as of the
time of award of the subcontract, the subcontractor, or its principals, is or is not debarred,
suspended, or proposed for debarment by the Federal Government. A corporate officer or
a designee of the Contractor shall notify the Contract Administrator, in writing, before
entering into a subcontract with a party that is debarred, suspended or proposed for
debarment.
29. Security of Information
29.1 The County is required to notify its customers if any electronically stored
information or written document that contains personal information has been
subject to a security breach. Any Contractor of the County who becomes aware of
any potential breach of a document or electronic file containing personal
information of client of the County will immediately notify the Contract
Administrator, who will work with the County Public Information Officer to notify the
affected persons. A breach occurs when any unauthorized individual or
entity gains access to personal information or when unintended disclosure of
personal information is made, for example loss or theft of a electronic device
containing personal information, loss or theft of a paper document containing
personal information, unauthorized access to a network containing personal
information, or a document containing personal information being sent to the wrong
address.
29.2 No County Contractor will print a person's full Social Security Number(SSN) on
any document that will be sent through the mail, without a,written request from the
person whose SSN will be printed on the document, except as required by law.
The Contractor will use only the last 4 digits of a SSN on all documents unless
there is a compelling business reason to use the entire SSN. If a document
contains a full SSN, the Contractor will take steps to protect the document from
unauthorized disclosure. Contractors will not provide copies of a document
containing a full SSN to anyone other than the person whose SSN is listed on the
document, except as allowed by State or Federal law. The Contractor may provide
a copy of a document to a third party with the SSN redacted if the document is
otherwise allowed to be released. No Contractor will publicly post or display a
document containing a full SSN.
29.3 Any County Contractor that collects personal information must develop, implement
and maintain reasonable safeguards to protect the security and confidentiality of
the information. Employees of the Contractor with access to personal information
must take reasonable steps to prevent a breach of the information. Reasonable
steps include locking file cabinets, monitoring who has access to areas containing
personal information, locking computer workstations if leaving the area, and
maintaining physical control over files, computer workstations, thumb drives, cds or
other media which contains personal information. Contractors must also ensure
the proper disposal of documents or other media which contains personal
information. Contracting with a document shredding company will be considered
proper disposal of paper documents. The Contractor will be responsible for
properly disposing of or erasing electronically stored personal information on hard
drives, CDs, thumb drives or other devices under their control.
30. Performance Standards. Unless the Contractor is providing architectural, engineering,
photogrammetric mapping, transportation planning or land surveying services or related
services, as defined in ORS 279C.100, the Contractor must meet the highest standards
prevalent in the industry or business most closely involved in providing the goods or
services.
31. Remedies. The consequences of the Contractor's failure to perform the scope of work or
to meet the performance standards established by this contract may include, but are not
limited to:
a. Reducing or withholding payment;
b. Requiring the Contractor to perform, at the Contractor's expense, additional work
necessary to perform the identified scope of work or meet the established
performance standards; and
c. Declaring a default, terminating the contract and seeking damages and other relief
available under the terms of the contract or other applicable law.
32. Whole Contract. THIS CONTRACT CONSTITUTES THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE CONTRACT BETWEEN THE PARTIES RELEVANT TO THE
PURPOSE DESCRIBED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS OR
PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATION BETWEEN
THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS CONTRACT.
City of Tigard: Tigard Police Department
Washington County Strategic Prevention Framework State Incentive Grant (SPF SIG)
7/1/14
ATTACHMENT A
Goal: To decrease opportunities for 18 to 25 year olds to engage in high-risk drinking
through implementing evidence-based environmental strategies that address local
conditions and contributing factors.
Objectives:
• Decrease alcohol sales to underage adults in the Tigard community
• Decrease underage and binge drinking in Tigard.
• Increase community awareness of criminal and civil consequences of engaging
in underage drinking, furnishing alcohol to a minor, social hosting, driving under
the influence and other unlawful alcohol related activities.
• Provide training opportunities and information to law enforcement officers on
high-risk drinking consequences, alcohol impairment, and
prevention/enfrocement strategies.
• Participate in Countywide High-Risk Drinking Advisory Committee to coordinate
planning, implementation and evaluation of strategies to reduce high-risk drinking
among 18-25 year olds.
Outcomes:
• A minimum of 2 minor decoy/ compliance check operations targeting all
establishments will occur in partnership with Oregon Liquor Control
Commission (each compliance check should be followed with a press
release). Tigard Police Department in partnership with OLCC will develop a
plan for follow-up after each operation (this may be a press-release, letter of
acknowledgement, education, highlighting sales/no sales on websites, other).
• Tigard Police Department will participate in underage possession (alcohol)
and furnishing (minor and adult) enforcement operations. The goal results
include a 10% increase in Adult Minor in Possession citations and a 10%
increase in arrests for furnishing alcohol to a minor.
• Tigard Police Department will distribute provided materials and prevention
messages (Prevention Matters! Newsletter) to 3500 contacts in the community. This
may be through social media, posting messages or newsletter on website, or other
means of electronic distribution.
• Tigard law enforcement officers should report an increase in knowledge of high-
risk drinking prevention, alcohol impairment and/or enforcement techniques through
attending high-risk drinking prevention trainings, education and information
dissemination.
• Tigard Police Department will participate in the semi-annual Countywide High-
Risk Drinking Advisory, as the oversight body to the SPF SIG project.
Reporting:
1. Contractor will contact/meet quarterly with SPF SIG Coordinator and submit a
Program Summary and Financial reports that include cumulative data regarding
progress towards all goals, objectives and outcomes listed in Attachment A.
(Approximately September13, December 13, March 14, and June 6). All reports
should follow the County format.
2. Contractor will include results of operation(s) on each invoice submitted and copies
of press releases if any for that period. For example--if invoicing for minor decoy
operation include: (1) Number of establishments visited; (2) Number of sales/no
sales; (3) Name of establishments that sold; (4) If OLCC was involved in the
operation; (5) Citations issued; and (6) Plan and responsible party that will follow-up
with establishments (this may include a press-release, letter of acknowledgement,
education/information, highlighting sales/no sales on city website).
City of Tigard: Tigard Police Department
Washington County Strategic Prevention Framework State Incentive Grant (SPF SIG)
7/1/14
ATTACHMENT B
From July 1, 2014 through June 30, 2015, Washington County will reimburse Contractor
for true and verifiable expenses up to four thousand and five hundred and no/cents
($4,500.00) for the satisfactory delivery of services defined in the Strategic Prevention
Framework State Incentive Grant and described in Attachment A of this contract.
Contractor will submit an invoice to request reimbursement for true and verifiable
expenses of the previous month. In June 2015, at the time Contractor submits final
monitoring and fiscal reports, Contractor shall reimburse County any advanced funds
which were not expended.
Except where specific exceptions are defined in Attachment A, mandatory utilization,
performance, outcome and fiscal monitoring reports are due from Contractor by the 15t'
of the months following the end of each quarter (October, January, April, and July).
Following demonstration of satisfactory utilization, performance, and outcomes, County
will continue to reimburse monthly invoices. If contractor is less than 90% utilized at
each fiscal quarter (full utilization is defined as 25% by September 30, 50% by
December 31, 75% by March 31, and 100% by June 30 unless defined otherwise in
Attachment A), the County reserves the right to modify payment of County funds to
reflect actual utilization levels. Similarly, the County reserves the right to modify or
terminate the contract if agency performance and/or outcomes are less than 85% of the
levels detailed in Attachment A.
Delay in receipt of complete monitoring reports or monthly reimbursement invoices will
result in a delay in the disbursement of contract funds and may result in a penalty up to
and including a 10 percent reduction in funds allocated in the next monthly check.
All contract payments are subject to the availability of funds and will be paid subsequent
to County receipt of payments from Oregon Health Authority's Addictions and Mental
Health Division.
$4,500
SPF-SIG 706015-7040371
CFDA #93.243 - Substance Abuse and Mental Health Services Projects of
Regional and National Significance
ATTACHMENT C
MODIFICATION(S) TO STANDARD TERMS AND CONDITIONS
The following sections of the Standard Contract Terms and Conditions are modified as follows:
Section 30, Performance Standards, is removed.
Approved as to form by i LZ
f/
the Office of County Counsel: 1 Dated: y
GM/CONTRACT.FRM/PROFSER V/ATT-B.DOC
ATTACHMENT D - MODIFICATIONS TO STANDARD INSURANCE REQUIREMENTS
This attachment identifies modifications to the standard insurance requirements set forth in section 25 of the
County Contract Agency General Conditions between Washington County and City of Tigard. In order to
effectively modify the standard insurance requirements, this attachment must be signed by the County's Risk
Manager or designee.
The insurance requirements are modified as follows:
1. COMMERCIAL GENERAL LIABILITY INSURANCE. If commercial general liability insurance
is required,the policy shall name the State of Oregon, its officers,employees and agents, Health Share of
Oregon, Washington County, its agents, officers,elected officials and employees, as an ADDITIONAL
INSURED by separate endorsement. This insurance shall include contractual liability coverage for the
indemnity provided under this contract.
® Not required.
❑ COMMERCIAL GENERAL LIABILITY INSURANCE with limits of not less than:
❑ $500,000/$1,000,000, or ❑ $2,000,000/$4,000,000, or ❑ Other: $1,800,000/$3,600,000 each
occurrence/aggregate for Bodily Injury and Property Damage.
2. AUTOMOBILE LIABILITY INSURANCE. The policy will include coverage protecting Washington
County during the term of this contract.
® Not required.
❑ AUTOMOBILE LIABILITY INSURANCE with a combined single limit, or the equivalent of not
less than: ❑ $2,000,000, or ❑ Other: $1,800,000 per occurrence and $3,600,000 aggregate each
accident for Bodily Injury and Property Damage.
❑ No requirement in excess of that provided for under state law.
3. PROFESSIONAL LIABILITY INSURANCE
® Not required.
❑ PROFESSIONAL LIABILITY INSURANCE with a combined single limit, or the equivalent, of not
less than: ❑$1,000,000/$3,000,000, or ❑ $2,000,000/$4,000,000, or ❑ Other:
$1,800,000/$3,600,000 aggregate each occurrence/aggregate to cover damages caused by error,
omission or negligent acts related to the professional services to be provided under this contract.
ATTACHMENT D Revised 1-1-12
4. OTHER COVERAGE REQUIRED
❑ POLLUTION OR ❑ ASBESTOS LIABILITY INSURANCE with limits of not less than
$ million each occurrence (or each claim if coverage is afforded on a claims made basis)
and $ million in the annual aggregate to cover damages due to Bodily Injury, Property
Damage and Environmental Damage resulting from "sudden accidental' or"gradual' pollution and
related cleanup costs.
❑ EMPLOYEE DISHONESTY AND MONEY AND SECURITIES with a limit of not less than
$ to cover Theft, Disappearance and Destruction of cash or negotiable securities in the care,
custody or control of the contractor for County or on behalf of County clients.
❑ ADDITIONAL INSURED ENDORSEMENT naming"Washington County, its agents, officers,
elected officials and employees"with respect to liability for"Bodily Injury"and"Property Damage"
included in the"products-completed operations hazard."
® OTHER (describe coverage and limits):
Contractor is required to maintain Workers Compensation coverage per State Law. Proof of coverage is
not required.
A copy of the policy or Certificate of Insurance and endorsements,where required,acceptable to the
COUNTY for each policy required above shall be filed with the COUN'T'Y prior to the effective date
of this contract. The Contractor shall advise the Contract Administrator within two business days of
any substantive change to any insurance policy or endorsement.
Approved by Risk Management Division: /
Byl ��' �� Date:
ATTACHMENT D Revised 1-1-12
ATTACHMENT
BUSINESS ASSOCIATE AGREEMENT
Washington County ("Covered Component") and Contractor ("Business Associate") have
entered into one or more agreements ("Services Agreement") pursuant to which Business
Associate is providing services to Covered Component that require the disclosure and use of
Protected Health Information ("PHI") as defined by the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). This agreement ("Agreement") sets forth the terms and
conditions pursuant to which PHI that is provided by, or created or received by, the Business
Associate from or on behalf of Covered Component, will be handled between Business Associate
and Covered Component and with third parties during the term of each Services Agreement and
after its termination.
ARTICLE 1. Terms
1.1 Terms used, but otherwise not defined, in this Agreement shall have the same
meaning as those terms in 45 CFR Parts 160, 162 and 164 (HIPAA Regulations), and
as amended.
1.2 Individual. "Individual" shall mean the person who is the subject of the PHI.
1.3 Protected Health Information (PHI), as defined in the Privacy Rule, shall mean any
PHI received, used, created or disclosed by Business Associate from or on behalf of
Covered Component,
1.4 Secretary. "Secretary" shall mean the Secretary of the Department of Health and
Human Services or his/her designee.
ARTICLE 2. Obligations and Activities of Business Associate
Business Associate shall:
2.1 Not create, receive, use or disclose PHI other than as permitted or required by this
Agreement or as provided by law. Business Associate shall receive, use or disclose only
the minimum necessary PHI necessary to fulfill its obligations to Covered Component or
as otherwise imposed by law.
2.2 Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security
Rules) with respect to electronic protected health information, to prevent use or
disclosure of the PHI other than as provided for by this Agreement.
2.3 Mitigate,to the extent practicable,any harmful effect that is known to Business Associate
of a use or disclosure of Protected Health Information by Business Associate in violation
of this Agreement.
2.4 Report to Covered Component any use or disclosure of PHI or other data and security
breaches by Business Associate or its subcontractors not provided for by this Agreement
of which it becomes aware.
2.5 Ensure that any agent, including a subcontractor, to whom it provides PHI agrees to the
same restrictions, conditions, conditions and requirements that apply through this
Agreement to Business Associate with respect to such information.
2.6 Provide Covered Component with access to PHI in a designated record set, at the request
of Covered Component, within ten (10) business days and within fifteen (15) days for all
other PHI or, as reasonably directed by Covered Component, to an Individual to meet the
requirements under 45 CFR § 164.524.
2.7 Make any amendment(s), or add a statement of disagreement from the Individual, to PHI
in a designated record set that the Covered Component directs or agrees to pursuant to 45
CFR § 164.526 at the request of Covered Component or an Individual. Such
amendment(s) shall be made within thirty (30) days of the request of the Covered
Component or Individual.
2.8. To the extent that Business Associate is to carry out one or more of Covered
Component's obligations under Subpart E of 45 CFR Part 164 (Privacy Rules), comply
with the requirements of Subpart E that apply to the Covered Component in the
performance of such obligations.
2.9 Make internal practices, books, and records, including policies and procedures relating to
the use and disclosure of PHI, available to the Secretary within the time frame designated
by the Secretary, for purposes of determining compliance with HIPAA regulations.
2.10 Document such disclosures of PHI and information related to such disclosures as are
required for Covered Component to respond to a request by an Individual for an
accounting of disclosures of PHI in accordance with 45 CFR § 164.528 and provide an
accounting within fifteen (15) business days of direction to do so from Covered
Component.
2.11 Implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of any electronic
protected health information that it creates, receives, maintains, or transmits on behalf of
Covered Component pursuant to Subpart C of 45 CFR Part 164 (Security Rules).
2.12 Ensure that any agent, including a subcontractor to whom it provides electronic protected
health information agrees to implement reasonable and appropriate safeguards to protect
it.
2.13 Report to Covered Component, any security incident of which it becomes aware.
Notwithstanding the foregoing, Security Incidents shall not include, without limitation,
pings and other broadcast attacks on Business Associate's firewall, port scans,
unsuccessful log-on attempts, denial of service attacks, and any combination of the
above, so long as no such incident results in unauthorized access, use or disclosure of
PHI.
2.14 Shall defend and indemnify Covered Component from all civil actions and monetary
penalties imposed as a result of a breach or violation of HIPAA by Business Associate
and shall reimburse Covered Component for all of Covered Components costs associated
with notification requirements of HIPAA because or related to a breach by Business
Associate.
ARTICLE 3. Permitted Uses and Disclosures by Business Associate
3.1 Business Associate is authorized to receive, use or disclose PHI for the express
purpose(s) described in the underlying contract, provided that nothing in this Agreement
authorizes Business Associate to receive, use or disclose PHI in violation of HIPAA
Regulations or any more stringent state law provisions.
3.2 Except as otherwise allowed for in this Article 3, Business Associate may not use or
disclose PHI in a manner that would violated Subpart E of CFR Part 164 (Privacy Rules)
if done by Coved Component.
3.3 Except as otherwise limited in this Agreement, Business Associate may disclose PHI:
3.3.1 For the proper management and administration of the Business Associate or
to carry out the legal responsibilities of the Business Associate.
3.3.2 For the proper management and administration of the Business Associate,
provided that disclosures are Required By Law, or Business Associate obtains, in writing,
reasonable assurances from the person to whom the information is disclosed that it will
remain confidential and used or further disclosed only as Required By Law or for the
purpose for which it was disclosed to the person, and the person notifies, in writing, the
Business Associate of any instances of which it is aware in which the confidentiality of
the information has been breached.
3.3.3 For Data Aggregation services relating to health care operations of Covered
Component as required by Covered Component.
3.4 Business Associate may use or disclose PHI as Required by Law.
3.5 Business Associate assures Covered Component that Business Associate will safeguard
all PHI according to the terms of this Agreement and HIPAA Regulations.
3.6 Business Associate may use and disclose PHI to de-identify information in accordance
with 45 CFR § 164.514.
ARTICLE 4. Obligations of Covered Component
4.1 Covered Component shall provide Business Associate with a copy of its Notice of
Privacy Rights, and any amendments, to the extent that they may affect Business
Associate's creation, receipt, use or disclosure of PHI.
4.2 Covered Component shall notify Business Associate of any restrictions, changes in, or
revocation of, permission by Individual to receipt, use or disclosure of PHI, to the extent
that such changes may affect Business Associate's use or disclosure of PHI.
ARTICLE 5. Permissible Requests by Covered Component
5.1 Covered Component shall not request Business Associate to use or disclose PHI in any
manner that would not be permissible under the Subpart E of CFR Part 164 (Privacy
Rules) if done by Covered Component unless the Business Associate will use or disclose
PHI for data aggregation or management and administrative activities of Business
Associate.
ARTICLE 6. Term and Termination
6.1 Term. This Agreement shall be effective upon execution, and shall terminate when the
Services Agreement terminates or on the date either party terminates for cause as
authorized in Section 6.2 of this Agreement.
6.2 Termination for Cause. Upon the Covered Entity's or Business Associate's knowledge
of a material breach by the other parry, the Covered Entity or Business Associate may
either:
a. Provide an opportunity for the breaching party to cure the breach or end the
violation and terminate this Agreement and the Services Agreement (s) if the
breaching party does not cure the breach or end the violation within ten business
days. The breaching party shall notify, in writing, the actions taken to cure the
breach or end the violation; or
b. Immediately terminate this Agreement and the Services Agreement(s) if the
breaching party has breached a material term of this Agreement and cure is not
feasible.
6.3 Effect of Termination
a. Except as provided in paragraph (b) of this section, upon termination of this
Agreement, for any reason, Business Associate shall return or destroy all PHI
received from Covered Component, or created or received by Business Associate
on behalf of Covered Component. This provision shall apply to PHI that is in the
possession of subcontractors or agents of Business Associate. Business Associate
and subcontractors or agents shall retain no copies of the PHI.
b. In the event that Business Associate determines that returning or destroying the
PHI is infeasible, Business Associate shall extend the protections of this
Agreement to such PHI and limit further uses and disclosures of such PHI to those
purposes that make the return or destruction infeasible, for so long as Business
Associate maintains such PHI.
c. If it is infeasible for the Business Associate to obtain, from a subcontractor or
agent, any PHI in the possession of the subcontractor or agent, the Business
Associate shall require the subcontractor or agent to agree to extend any and all
protections, limitations, and restrictions contained in this Agreement to the
subcontractor's or agent's use and/or disclosure of any PHI retained after the
termination of this Agreement, and to limit any further uses and/or disclosures to
the purposes that make the return or destruction of the PHI infeasible.
ARTICLE 7. Miscellaneous
7.1 Amendment. Covered Component and Business Associate shall take such action as is
necessary to amend this Agreement from time to time as is necessary for Covered
Component to comply with the requirements of the HIPAA Regulations and the Health
Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.
7.2 Survival. The respective rights and obligations of Business Associate under Section 6.3
of this Agreement shall survive the termination of this Agreement.
7.3 Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered
Component to comply with the HIPAA Regulations.
7.4 Other Laws. Nothing herein shall be construed as authorizing either party to fail to
comply with any other applicable law relating to health care records, as provided in the
preemption provisions of 45 CFR 160. §§ 201-.205.
BUSINESS ASSOCIATE COVERED COMPONENT
City of Tigard Washington County