35077 Attachment H_Sample WOC~1.docx

Form C015-G082420

ATTACHMENT H

SAMPLE WORK ORDER CONTRACT

WORK ORDER CONTRACT # ________ PRICE AGREEMENT (“PA”) # _________

Personal Services – Non A&E Project Name/Location: ROAD USAGE CHARGE PROGRAM- Commercial Account Manager This Work Order Contract (“WOC”) is entered into by and between the State of Oregon, by and through its Oregon Department of Transportation (“Agency” or “ODOT”), and ____________________ an _________________ corporation (“Contractor” or “Contractor”). This WOC incorporates by this reference:

a. all of the Terms and Conditions contained in Part II of the above referenced PA;

b. the provisions from all PA Exhibits with the exception of: Exhibit E

c. the attached Statement of Work and Delivery Schedule;

d. the attached Breakdown of Costs (BOC) e.

WOC EXPIRATION DATE: ____________. The required schedule for performance under the WOC is specified in the Statement of Work and Delivery Schedule.

Certified Small Business Aspirational Target (for State-only funded and WOC will exceed $100,000, including as amended; see PA Exhibit K): 12 %

The Total Not-to-Exceed (“NTE”) amount for this WOC. This total includes $______ for contingency tasks, each of which must be separately authorized by Agency.

This WOC is effective on the date it has been signed by the Parties and all required State of Oregon approvals have been obtained. No Payment shall be made for Services that are performed before: i) the WOC effective date and ii) a Notice-To-Proceed has been issued by Agency.

Certification:

A. Any individual (the undersigned) signing on behalf of Contractor hereby attests and certifies under penalty of perjury:

(1) Contractor has provided its correct TIN to Agency.

(2) Contractor is not subject to backup withholding because (a) Contractor is exempt from backup withholding, (b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified Contractor that Contractor is no longer subject to backup withholding.

(3) The undersigned is authorized to act on behalf of Contractor, the undersigned has authority and knowledge regarding Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws or any applicable tax laws of political subdivisions of this State. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250, ORS Chapters 118, 314, 316, 317, 318, 321, and 323; and local taxes administered by the Department of Revenue under ORS 305.620.

B. Any individual signing on behalf of Contractor hereby certifies they are authorized to sign this WOC and that:

(1) Contractor has read, understands and agrees to comply with the requirements set forth in the PA and in all Exhibits and other documents incorporated by reference in the PA.

(2) Contractor understands and agrees that any exhibits or other documents not physically attached to the PA that are incorporated by reference have the same force and effect as if fully set forth herein.

(3) [Check one of the following two certifications as applicable (the COI Guidelines and COI Disclosure Form are available at: https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx)]:]:

(a) |_| Contractor understands and has provided to all Associates the ODOT COI Guidelines and COI Disclosure Form. Contractor and (to the best of the undersigned’s information, knowledge and belief) Contractor’s Associates are in compliance with the COI Guidelines and have no conflicts of interest, no ODOT employees hired within the last one-year period, and no other disclosures required per the COI Guidelines and COI Disclosure Form. “Associate” has the meaning provided in the COI Guidelines.

(b) |_| All disclosures required, per the COI Guidelines and COI Disclosure Form, for Contractor and (to the best of the undersigned’s information, knowledge and belief) Contractor’s Associates (as defined in the COI Guidelines) have been indicated on the Conflict of Interest Disclosure Form(s) submitted regarding this WOC, and if determined necessary by Agency, a mitigation plan has been approved by Agency.

(4) Contractor represents and warrants and attests that Contractor has for the six years preceding the effective date of this WOC complied with, and agrees that during the term of this WOC shall comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State as provided in A.(3) above. Contractor’s false attestation or failure to comply with Oregon Tax Laws or the applicable tax laws of political subdivisions of this State for the six years before Contractor executed the WOC or during the term of the WOC is a default for which Agency may terminate the WOC and PA and seek damages and other relief available under the terms of the PA or under applicable law.

(5) As a material term of the WOC, Contractor agrees and has a written policy and practice, that meets the requirements described in ORS 279A.112, of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the WOC, to maintain the policy and practice in force during the entire Contract term (see additional information and sample policy template).

(6) Contractor is an independent contractor as defined in ORS 670.600 and as described in IRS Publication 1779.

(7) In the event that Contractor is a general partnership or joint venture, Contractor signature(s) on this WOC constitutes certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this WOC.

Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the PA, WOC and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. Agency reserves the right at any time to require the submission of the hard copy originals of any documents.

CONTRACTOR

By: Title: Date:

Signature

DOJ REVIEW: (Reviewed by via email dated ________) or (Not required per ) Reviewed by Assistant Attorney General Date

ODOT (Procurement Authority)

Signature Print Name Date ODOT (Expenditure Decision Authority)

Signature Print Name Date

PA #_______; WOC #; _____ Non-A&E WOC Form

STATEMENT of WORK and DELIVERY SCHEDULE for WOC # __________ under PA # __________

ROAD USAGE CHARGE PROGRAM – COMMERCIAL ACCOUNT MANAGER

Name:

Address:

Phone:

Email:

Agency’s Project Manager (“APM”) for the WOC

______@odot.oregon.gov

Address:

Contractor’s Project Manager (“PM”)

______@_____.com

Email:

Agency’s Contract Administrator for the WOC

______@odot.oregon.gov

Name:

Phone:

Alternate Contact for Contractor

______@_____.com

A. PROJECT DESCRIPTION and OVERVIEW of SERVICES The Road Usage Charge (“RUC”) Program (“OReGO”) was founded on legislation supporting a mandated RUC system. With the passage of Senate Bill 810 (“SB 810”), and HB2881, 2013 Oregon Laws, chapter 781, ODOT is required to implement a voluntary RUC system. This WOC establishes the specific tasks needed to continue OReGO and work towards developing a program capable of scaling to support mandatory volumes within Oregon.

Acronyms and Definitions Agency – Oregon Dept. of Transportation APM – Agency’s Project Manager BOC – Breakdown of Costs CAFE – Corporate Average Fuel Economy CAM- Commercial Account Manager CPFF – Cost Plus Fixed Fee DBE – Disadvantaged Business Enterprise FP – Fixed Price Good – means any equipment, hardware or licenses necessary to perform the Services required in this Price Agreement.

ICD – Interface Control Document IS – Information Systems MRO – Mileage Reporting Option NTE – Not to Exceed NTL – No later than NTP – Notice to Proceed OAM- ODOT Account Manager ODOT – Oregon Department of Transportation OIF – Office of Innovation and Funding OReGO – Oregon’s RUC program ORS – Oregon Revised Statute PA – Price Agreement Participants – means subject vehicle registered owners or lessees.

PII – Personal Identifiable Information PM – Contractor’s Project Manager PMP – Project Management Plan PPU- Price Per Unit PRD – Program Requirements Document QA/QC – Quality Assurance/Quality Control RUC – Road Usage Charge RUFTF – Road User Fee Task Force SB 810 – Senate Bill 810 Services - means the services to be performed under an executed Work Order Contract.

SLA – Service Level Agreement SOW – Statement of Work SSAE-18 Audit – Statement on Standards for Attestation Engagements T&M – Time and Materials VCRI – Verification Cross Reference Index VIN – Vehicle Identification Number WOC – Work Order Contract

B. STANDARDS and GENERAL REQUIREMENTS The standards and general requirements applicable to this WOC are stated in the parent PA. In addition to those stated in the PA, the following shall apply to this WOC:

1. Standards

· Contractor shall meet the highest standards prevalent in the industry most closely involved in providing the Goods or Services required under this WOC.

2. Supporting Requirements Documentation There are several supporting documents that provide the requirements and expectations for Contractor in delivery of all tasks in this WOC. Contractor shall meet the technical, functional, and interface requirements and objectives as defined in these documents. The documents are listed in their order of precedence. Should any conflict between specifications, requirements or understanding arise between two or more of the documents, Agency reserves the sole right to arbitrate the conflict for Contractor. The documents and their description are:

· Program Requirements Document (“PRD”) (Attachment A) – Describes the technical requirements that Agency requires each subsystem to contain and the business related conditions which the contractor shall adhere to for collecting and processing tax payments.

· Interface Control Document (“ICD”) (Attachment B) – Specification for how data will be exchanged between Contractor’s subsystems.

· Service Level Agreement (“SLA”) (Attachment C) – Defines Contractor’s criteria for maintaining customer service (including the expected level of service to Agency) for the duration of the PA.

· Verification Cross Reference Index (“VCRI”) (Attachment D) - The technical and functional requirements that Contractor has agreed to meet as part of its agreement to the PA.

· System Overview Document – Describes the concept and scenarios of the system.

Contractor shall maintain a repository for all latest versions of the Supporting Requirements Documentation. In the event Agency makes changes to the Documents, Agency will provide an updated version to Contractor. Upon receipt of the new version, Contractor shall destroy any previous versions and rely on the latest versions.

3. Overview of Road Usage Charge Program Stakeholders This section provides an overview of each of the stakeholders that will be involved in the Road Usage Charge (“RUC”) Program (“OReGO”). Contractor may interact with each of these stakeholders as part of completing their associated tasks and conducting their ongoing operations.

Contractor shall assign a single Point of Contact (“POC”) who will work with the Agency Project Manager (“APM”) to address all activities and issues associated with OReGO activities and tasks identified in this WOC.

· Oregon Department of Transportation (“ODOT”) – Responsible for operation and maintenance of the major (i.e., high volume) roads, bridges, tunnels, and related facilities in the state of Oregon. ODOT is also the Taxing Authority, currently functioning as the state’s revenue-charging entity and collection agency for fuel taxes.

· The Office of Innovative Funding (“OIF”) – The division within ODOT that is responsible for OReGO. OIF is the procurement agency for OReGO as well as the liaison between all ODOT Departments, stakeholders and the Oregon Legislature. OIF is the contract owner of OReGO and as such, maintains contractual oversight and ultimate responsibility of all Contractor activities.

· Road Usage Charge Administration – The division within ODOT responsible for the governance, operations and administration of OReGO. The Administration contains the contracts monitoring, accounting and auditing support, participant coordination, compliance and enforcement of RUC Program. Contractor shall support the Administration during evaluation of contractual and performance compliance, reporting, financial audits, enforcement, and account reconciliation that cannot be resolved between Contractor and a participant.

· ODOT Information Systems (“IS”) – The division within ODOT responsible for developing, deploying, and maintaining high quality information technology and applications projects to support both internal and external customers.

· ODOT Financial Services – The division within ODOT providing integrated financial and accounting processes for the Department, including: budget preparation and evaluation, accounting, financial forecasting and management, financial management, financial systems development and maintenance, and administrative services.

· ODOT Fuels Tax Administration – A division within ODOT Financial Services which administers, and collects the State of Oregon fuels tax.

· Oregon State Treasury – The State of Oregon division responsible for the management and administration of all state funds as well as for the collection of payments (including RUC) from its citizens and vendors.

· Public Affairs Office – The division within ODOT responsible for all public outreach and communications of OReGO. Contractor shall work and collaborate with the Public Affairs Office to develop relevant communications messages for dissemination to the general public and prospective Participants.

· Other RUC Program vendors – Multiple Contractors acting as the ODOT Account Manager and other Commercial Account Managers support RUC Program. While regular coordination amongst each of these Contractors is not expected, Agency may request coordination when dealing with unique situations such as transfer of accounts, public messaging, changes in requirements ad approval, or general information. Should Agency request this coordination, Contractor shall support these activities to the fullest extent allowable under contract provisions and non-disclosure of proprietary information.

C. REVIEW, COMMENT and SCHEDULE OVERVIEW

· Contractor shall coordinate with Agency staff as necessary and shall revise Draft to incorporate Agency draft review comments.

· Contractor shall incorporate comments within 10 business days from receipt by Agency and return the Final to Agency staff, unless a different timeframe is specified for specific tasks or otherwise agreed to in writing by Agency.

D. FORMAT REQUIREMENTS

· Contractor shall submit draft deliverables in electronic format via email (and hard copy if requested).

· Contractor shall also submit all graphic files accompanying reports separately in .jpg or .tif formats unless specified differently by Agency.

· Each draft and final text-based or spreadsheet-based deliverable shall be provided in MS Office file formats (i.e., MS Word, Excel, etc.) and must be fully compatible with version used by Agency.

· Additional format requirements may be listed with specific tasks/deliverables throughout the SOW or in the PA/Contract.

E. TASKS, DELIVERABLES and SCHEDULE Unless the WOC is terminated or suspended, Contractor shall complete all tasks and provide all deliverables (collectively, the “Services”) included in this WOC and in accordance with the performance requirements and delivery schedules included in this WOC. The delivery schedule is listed under each task.

OVERVIEW

The primary goal for this WOC is to complete all activities needed to establish Commercial Account Managers (“CAM”s) for OReGO.

Contractor shall provide Equipment and Services in support of the following tasks and shall be bound by the specifications listed throughout this document as well as its associated attachments and exhibits. The paragraphs below provide some of the requirements associated with their respective tasks. In addition, Contractor shall ensure that its offerings and tasks comply with the requirements established in the PRD (cross referenced with the VCRI), the ICD, and the SLA. Additional details and specifications are provided throughout this SOW.

Project Schedule and Closeout The below diagram provides the anticipated timeline of events leading up to certification and notice to proceed for operating as an Account Manager in Oregon’s RUC Program. A timeline relative to each of the respective tasks in this WOC are provided in the below table. The timeline reflected in the image and table is considered notional and may be amended to the mutual agreement of Agency and Contractor upon contract kickoff.

Proposed - Notional Schedule

Closeout Should the contractual relationship between Contractor and Agency end (through termination provisions established in the PA or expiration of the term), Contractor shall support a closeout of their equipment and services.

Within 10 business days of notification of intent to end contractual agreement, Contractor shall develop a closeout plan that defines how Contractor’s Participant accounts will be closed out. This plan shall be reviewed by Agency and may be negotiated until mutually agreeable conditions are established. Once the closeout plan is reviewed and approved by Agency, Contractor shall notify all Participants immediately and begin closeout activities.

Contractor and Agency will establish a mutually agreeable timeframe which all Participants must be transitioned from Contractor to either another Commercial Account Manager (“CAM”), to the ODOT Account Manager (“OAM”), or removed from the OReGO. Agency will work with Contractor on the transition of these accounts and no further action will be required of Contractor.

Contractor shall support the closeout activities, including complying with the closeout plan, both leading up to, and up to 30 days after the closeout has completed. This support may include the closeout and reconciliation of accounts, receipt of Contractor provided hardware, and other relevant information into the new Contractor’s system. Should additional time be needed, Agency may request a separate Time and Materials quote from Contractor to provide as needed support through the closeout period.

Upon the successful completion of the transition of Participants and other identified closeout activities, including the 30 day post-closeout period, Contractor shall retain no residual Personal Identifiable Information (“PII”) or account information (with the exception of that data which the motorist has explicitly approved for reuse according to Oregon Revised Statutes and the requirements of Oregon Administrative Rules promulgated for OReGO). This retention prohibition includes sharing of any non-consented RUC specific data between Contractors or its reuse after closeout completion.

In the event where Agency wishes to perform closing audits of Contractors data such as, but not limited to: account information, PII, location based data, invoices, it must retain and provide the requested data to Agency. The information provided must not be destroyed or purged until completion of the audit and notified by Agency that the audit is complete.

TASK DESCRIPTIONS

The following section provides details concerning the individual tasks for this WOC. Contractor shall provide equipment and services for each task in this WOC in accordance with the specifications in this WOC, this SOW, and the other supporting documentation (PRD, ICD, and SLA).

As OReGO evolves, some requirements, specifications, and details for each task provided in this WOC may need to be updated. Simple clarifications, minor changes, etc. must not be considered changes in scope and must not be considered for cost adjustments. If changes or updates are needed, Agency will work with Contractor to identify these changes, analyze their impacts to the overall program, and negotiate cost adjustments to implement the changes.

Cost adjustments must be made by Contractor using the BOC spreadsheet provided as an attachment to the PA. Contractor shall use the BOC to identify any needed changes and submit the BOC to Agency for review. Contractor shall also provide a redlined copy of this WOC (or its supporting documents) to Agency identifying changes or updates. Once Agency approves the updated WOC and BOC, the approved updates to scope or costs will be provided to Contractor in an amended version of this WOC or its supporting documentation. Agency may compensate these changes in any mutually agreeable means (e.g. Time and Materials, Fixed Price, Cost Plus Fixed Fee, etc.).

For Contractors that are currently operating a functional RUC system, Tasks 1, 2, & 3 may be modified to manage the continuation of their operational status. During the Project kick-off meeting, a plan must be established to certify against the updated requirements in the PRD, ICD, and SLA.

Task 1 – Project Management The Project Management Tasks in this WOC are intended to ensure that Contractor is following established PMBOK project management disciplines and practices. The tasks in this section must outline how the implementation of Contractor’s Service will be managed as a project. It must address the controls Contractor shall put in place to manage the Project’s scope, schedule, budget and quality. The section must also address the Project planning and schedule formation activities and corresponding deliverables.

Task 1.1 Project Management Plan Contractor shall submit a Project Management Plan (“PMP”) that describes how Contractor will manage and control the Project scope, schedule, budget (costs) and quality. The PMP must include a process description for identifying and mitigation of risks and issues, must describe how decisions-made will be cataloged and communicated. The Plan must, and identify Contractor’s project team members.

The PMP must include the following elements:

a. Detailed plans for managing Quality Assurance (“QA”) and Quality Control (“QC”) and the measures to be taken by Contractor to ensure the quality of all deliverables associated with this WOC;

b. Description of the methodology to be used for controlling the Project scope, schedule and budget;

c. Outline of the approach used for tracking and managing risks and issues along with decisions-made and communicated; and an

d. Organizational chart of the Project team along with roles and responsibilities for each team member.

Deliverables and Schedule:

· Draft PMP, due no later than (“NLT”) 10 business days after Agency issuance of the Notice to Proceed (“NTP”)

· Project Kick-Off Meeting, to be scheduled with APM direction NLT 14 business days following NTP

· Final PMP, due NLT 10 business days after Agency review of Draft PMP or alternatively after the kick-off

Task 1.2 Project Management and Coordination A Project Manager must be designated by Contractor. Contractor’s Project Manager (“PM”) will coordinate with Agency Project Manager (“APM”) on activities such as scheduling meetings, tracking statuses and the submission of WOC deliverables. Contractor shall immediately notify Agency of a change in Project Manager personnel and provide a transition plan.

Contractor shall establish an electronic Project file, in a secure, collaboration site, where Contractor and Agency can access Project documents. Contractor shall jointly coordinate and participate in Project Kick-Off Meeting and Project planning work session(s). These sessions are to gain a common understanding and alignment on the Project scope, requirements and level of effort. The work sessions are intended to be a deep dive into the technical aspects of OReGO requirements. The work sessions will be generally 2-4 hours. The number of sessions and content are at Contractor's discretion. Upon completion of the work sessions, Contractor will have all the information necessary to produce a well-conceived Project schedule.

Thereafter, Contractor shall facilitate recurring Project Status Meetings, as designated by the APM, to regularly communicate progress and discuss risks, issues and decisions-made. Contractor shall maintain a Project file that must include meeting agendas, minutes, schedules, correspondence, and deliverables.

Contractor shall prepare and submit a monthly, Project Progress Report (in PDF format) to the APM. The Report must summarize the baseline Project budget, scope, and overall schedule. The monthly Progress Report must include:

a. Current Project status, a detailed financial summary, and planned to actual delivery date for each task

b. List of activities and accomplishments with notes of interest

c. List of completed and outstanding action items

d. Risk and Issues log (with notations relating to possible impacts to schedule and budget)

e. Decision log with detailed description of the decision and impacts

f. List of activities that are planned for the next month

Deliverables and Schedule:

· Project Kick-Off Meeting, to be scheduled with APM direction NLT 7 business days following NTP.

· Agendas provided 1 business day prior to each scheduled meeting.

· Meeting minutes provided no later than 2 business days after each meeting.

· Electronic Project file, in a secure collaboration site, due NLT 1 month after Agency issuance of the NTP.

· Monthly Progress Reports, due NLT the 10th of the following month.

· Project Status Meeting(s), to be scheduled with APM direction NLT 7 business days following Project Kick-Off Meeting.

· Work Sessions will be determined at the Project Kick-Off Meeting. Depending on Contractor experience, the number of work sessions may range from 2-8 meetings during the Certification process.

Task 1.3 Project Schedule Contractor shall utilize the Project Planning Work Session(s) to define a well-conceived Project schedule. Contractor shall draft a high-level schedule to present in the initial Project planning work session as a starting point in the schedule building process.

Upon completion of the Project planning work session(s), Contractor shall prepare and submit to Agency for approval, a final Project schedule. The schedule must emphasize the tasks and deliverables defined in this WOC, and their associated key milestones.

Once a Project schedule is approved by Agency, the Project schedule must become the foundation for tracking and reporting actual performance progress; and forecast remaining work. The Project schedule must address Contract activities for the period from NTP through the Task 4 Operations.

The Project schedule must also be integrated into Agency’s master project schedule for resource planning and Agency portfolio management.

Once the Project schedule has been approved by Agency it will be considered baselined. Any changes to the baseline schedule will be formally reviewed and approved by Agency, at which time a revised schedule is required by Contractor. Contractor shall update and share Agency approved schedule weekly.

Deliverables and Schedule:

· Project Planning Work Session(s), to be scheduled with APM direction NLT 7 business days following Project Kick-Off Meeting

· Draft Schedule, due NLT 5 business days after initial Project Planning Work Session

· Final Project Schedule 5 business days after Agency approval of draft schedule, and weekly updates thereafter

Task 2 and 3 Formal Certification Formal certification is the process by which Contractor-provided system components, new or modified, are tested in order to verify that they meet the requirements as described in the PRD, ICD, and SLA (Attachments A, B, and C). Formal certification includes testing the functionality of each system component and business process, integration of subsystems, compliance with the specifications in the ICD, and full end-to-end functionality testing. Formal Certification consists of the following items:

a. Self-Certification documentation for each requirement and interface message;

b. Collaboration with Agency for early and frequent iterative testing throughout the duration of Contractor development phase;

c. Contractor end-to-end testing with documented test cases and results; and

d. Agency end-to-end testing.

Items “a” and “b” are expected to happen in parallel throughout the development phase and are described in Task 2. Items “c” and “d” happen in sequential order and only when the contractor development phase is completed. Completing item “c” is a pre-requisite to start item “d”. These items are described in Task 3. Formal certification will focus on the verification, by Agency, of all requirements in the Data Collection, Transaction Processing, Account Management subsystems, and the Reporting Message Interface.

Contractor shall have an Statement on Standards for Attestation Engagements (“SSAE-18”) Audit completed and show certification or results of deficiencies and an action plan or both to have deficiencies resolved. The SSAE-18 Audit must be completed by a certified Contractor.

For Contractors that are currently operating a functional RUC system, these Certification and Iterative testing tasks will be modified to accommodate the updated PRD, ICD, and SLA requirements. During the Project Kick-Off Meeting, a plan must be established to certify against the updated requirements.

Task 2 Self Certification and Iterative Testing Task 2.1 Self Certification submissions As Contractor finishes development of specific system components and business processes, Contractor shall provide the Self-Certification documentation, covering the requirements that have been implemented. To create the Self-Certification documentation Contractor shall conduct exhaustive testing that includes but is not limited to use case testing and system validation. There must be a line item by line item checklist of each requirement; to validate its offerings at the component (unit) level, the interface (integration) level, and finally, the end-to-end system (systems acceptance) level. The test results must illustrate that Contractor’s solution meets each requirement in the PRD, ICD, and SLA by testing the unique functionality of the components and the integrated subsystems. The test results must be provided by Contractor within the Self-Certification document submission. This documentation may include test data sheets, related test case documentation, and any other Agency-directed supporting documentation and must be submitted to Agency for review and approval. This may be an iterative process. Self-Certification documentation must include evidence that Contractor’s system and processes meet the requirements (such as screen shots, data files, and communications).

Agency will review the Self-Certification documentation to verify that evidence provided complies with the Requirements. Agency may request witnessing or retesting of the functionality of any area, or both, as determined by Agency, and Contractor shall accommodate Agency’s request.

The Certification Status Tracker will be used to communicate the compliance status for each requirement. In order to pass Self Certification and Iterative Testing phase of certification, Contractor shall achieve a “compliant” status for each requirement.

Contractor shall have a SSAE-18 Audit completed and either show completion of the Audit or show the report with any deficiencies found and an action plan to resolve them.

Deliverables and Schedule:

· Self Certification documentation that includes test results and related test cases submitted for Approval (TBD during negotiations or Kick-off Meeting)

· Agency Feedback or Approval of Self Certification documentation (Self Certification documentation submission + 10 Business days)

· SSAE-18 Audit completed or in process with report and actions to resolve deficiencies submitted to Agency.

Task 2.2 Iterative Testing with Agency As Contractor finishes development of specific system components and business processes, Contractor shall, in addition to submitting Self-Certification Documentation, jointly conduct Iterative Testing with Agency covering the requirements that have been implemented.

In order for Agency to provide early and frequent feedback and validation, Contractor shall provide access to the developed systems or processes or both for Agency to conduct Iterative Testing. Contractor shall coordinate this activity as the development for each component or process or both is completed and testable.

The Certification Status Tracker will be used to communicate the status and compliance for each requirement. In order to pass Self Certification and Iterative Testing phase of certification, Contractor shall have compliant certification status for each requirement.

Deliverables and Schedule:

· Access granted to Agency to conduct Iterative Testing in alignment with the contents for each Self Certification document submission (As development for system components are completed and testable)

Task 3 End-to-End Testing Task 3.1 Contractor End-to-End Testing Contractor end-to-end Testing is testing conducted by Contractor on their systems and services after all system and process development is complete. Agency-approved completion of Contractor end-to-end testing is a prerequisite to Agency’s end-to-end testing. The purpose of Contractor end-to-end testing is to verify the entire system’s functionality under real world conditions. During Contractor end-to-end testing, Contractor shall provide participants who will go through system onboarding, account setup, Mileage Reporting Option (“MRO”) activation, data collection, invoicing, and payment (simulated). The account and travel data must be delivered to Agency as defined in the ICD. Contractor shall create and maintain test result logs through the duration of Contractor end-to-end testing. Contractor shall provide to Agency the test cases and test results. The start date of Contractor end-to-end testing must be established during Project Planning work sessions.

The following functional areas must be tested during Contractor end-to-end testing, and supported by Contractor, and Agency:

a. Account Creation, Signup, Installation, and Initiation

b. Data Collection

c. Invoice, Data Verification, and Payment

d. Participant Support and Issue Resolution

e. ICD reports delivered to Agency

f. Account Closeout

Agency reserves the right to request that Contractor retest any failed portion of the tests or may retest the entire system based on the issues encountered. Agency-approved completion of Contractor end-to-end testing is required prior to Agency conducting Agency end-to-end testing.

Following completion of Contractor end-to-end testing, Contractor shall conduct a system reset, securely destroying all data from the end-to-end testing activity to prepare the system for Agency end-to-end testing.

Deliverables and Schedule:

· Contractor end-to-end Testing Test Case Documentation

· Contractor end-to-end Testing Test Case Results Documentation

· All ICD Reports for Contractor end-to-end testing (including Vehicle Identification Number (“VIN”)) summary, errors and events, mileage and RUC revenue due at the end of each week of testing, and account and VIN update as needed).

· Formal Notice of Certification Status (Agency-provided)

· Contractor removal of Contractor’s end-to-end testing accounts and data collection from Contractor’s system

Task 3.2 Agency End-to-End Testing Upon completion of Contractor’s end-to-end testing, Agency will conduct end-to-end testing on Contractor’s systems and Services. The purpose of Agency end-to-end testing is to validate Contractor’s testing outcomes and verify the system’s functionality from an end users and Agency’s perspective.

Agency end-to-end testing phase will not start until Contractor end-to-end testing results are shared with Agency and Agency has validated the testing results to be in compliance with requirements. The start date of Agency end-to-end testing will be established during Project Planning work sessions.

Prior to the start of Agency end-to-end testing, Contractor’s systems and processes must be completely functional and available for use as if the system and Services were deployed into production. The objectives of Agency end-to-end testing are to:

a. Ensure Contractor compliance with all requirements;

b. Test Contractor processes, procedures, and systems as a holistic product;

c. Identify bugs and issues that only surface after sustained use; and

d. Ensure customer support provides a positive user experience.

Agency will conduct end-to-end testing with Agency provided participants who will go through system onboarding, account setup, MRO activation, data collection, invoicing, and payment (simulated). Contractor shall deliver the account and travel data to Agency as defined in the ICD. During these activities, Agency will monitor the developed processes and systems to determine if Contractor’s processes and systems are compliant. Test logs are to be created and maintained the duration of Agency end-to-end testing. Agency testing results will be shared with Contractor.

The following test cases will be conducted during the operational trial by Participants:

a. Account Creation, Signup, Installation, and Initiation

b. Data Collection

c. Invoice, Data Verification, and Payment

d. Participant Support and Issue Resolution

e. ICD reports delivered to Agency

f. Account Closeout

Agency reserves the right to retest any failed portion of the tests or may retest the entire system based on the issues encountered. Agency-approved completion of Formal Certification is required prior to Contractor launch into live ongoing operations (Task 4).

Following completion of Agency’s end-to-end testing, Contractor shall conduct a system reset, securely destroying all data from the testing activity to prepare the system for live ongoing operations.

Deliverables and Schedule:

· Support enrollment and account setup for Participants

· Support online portal functionality and invoicing/simulated payments

· All ICD Reports for Agency end-to-end testing (VIN summary, errors and events, mileage and RUC revenue due at the end of each week of testing, and account and VIN update as needed)

· Formal Notice of Certification Status (Agency-provided)

· Contractor Removal of Agency end-to-end testing accounts and data collection from Contractor’s system

Task 4 – Ongoing Operations Contractor shall conduct ongoing OReGO operations. For the duration of this WOC, unless terminated by Agency, Contractor shall collect travel data, process invoices, accept payments from participants, remit payment to the Oregon State Treasury via ODOT’s US Bank e-pay solution no later than the 20th day following the reporting period. Contractor shall provide auditable and reconcilable reports in accordance with the ICD, and conduct operational and support activities in accordance with the specifications, processes, and requirements defined in the RUC System Overview, PRD, and SLA. For the duration of this task, and any subsequent tasks under this or any other WOCs, Agency will evaluate Contractor’s performance against the prescriptions in the SLA and may assess penalties as defined in the SLA, as well as pursuant to Oregon Revised Statutes and Oregon Administrative Rules (“OARs”). Contractor shall be available for weekly operations meetings to discuss compliance, customer service, and other operational discussions.

Contractor shall provide the Goods and Services necessary to conduct account establishment, maintenance, and transaction processing/account management activities in support of OReGO. Contractor shall provide these Goods and Services for the duration of the PA or any WOC. Contractor’s account management Goods shall be virtually located and must not be housed at Agency facilities unless specifically directed by Agency.

Agency will issue a separate NTP for Task 4.

Contractor shall provide a customer service mechanism for Participants. This mechanism must consist of an online portal where Participants can electronically submit inquiries with responses via email or other electronic communications. Telephone support and a voice mailbox for leaving messages for response by Contractor’s customer support representative and requirements around telephone support are defined as Tier 2 customer support in the SLA.

If directed by Agency through a separate NTP for Task 5, Contractor shall provide Tier 1 customer service consisting of live telephone support during normal business hours.

Task 4 Preliminary Schedule:

1. Start of OReGO Operations (NTP for Task 4 + X Weeks or Days)

2. Submittal of RUC Administration System reports identified below (Ongoing at intervals as identified below and frequencies prescribed in the SLA)

· Account and VIN Update Report as Needed

· Weekly VIN Summary Report

· Monthly VIN Summary Report

· Quarterly VIN Summary Report

· Weekly Errors & Events Report

· Monthly Errors & Events Report

· Quarterly Errors & Events Report

· Weekly RUC Revenue Report

· Monthly RUC Revenue Report

· Quarterly RUC Revenue Report

· Monthly SLA Compliance Report

3. Remittance of RUC payments (Ongoing NLT 20 days after the end of each calendar quarter)

4. Conformance with standards and reporting established in the SLA

Deliverables:

· Monthly progress reports identifying completed milestones, status of open items, and key issues for each month (NLT 10 days after the close of each month FOR THE FIRST 7 MONTHS OF OPERATIONS ONLY for new Account Managers. Current Account Managers may continue normal operations.)

· Submittal of RUCA and SLA reports at frequencies listed above (Ongoing at intervals defined above and frequencies prescribed in the Service Level Agreement)

· Remittance of RUC payments (Ongoing NLT 20 days after the end of each calendar quarter)

· Implementation of mechanism for Tier 2 Customer Support

Task 4 Specific Requirement Contractor shall adhere to the PRD, ICD, and SLA for data retention and destruction, account setup, customer support, payment and delinquency, enforcement, invoicing and payment, and product support. The intent of the requirements documents is to establish rules and guidelines on how to provide a successful operational program, but if there are questions or conflicts; Agency and Contractor will discuss the situation and come to an agreement that solves the issue within the best interest of OReGO.

Task 5 – Live Telephone Customer Support Contractor shall provide Tier 1 customer support through telephone answering services through which Participants can call toll free to speak with a live representative to identify and resolve issues during normal operational hours. Outside of normal business hours, the voice mailbox for customer support mechanism provided under Task 4 must be available for Participants for leaving messages. The live representative during normal business hours is in addition to the online and voicemail box customer support mechanisms provided under Task 4. Customer support performance expectations are provided in the SLA.

In addition to the online portal and voice mailbox for submitting customer inquiries as required in Task 4, Contractor shall provide customer support staff who speak fluent, common English to respond to telephone inquiries from 8:00 a.m.to 5:00 p.m. Pacific Time, Monday through Friday, excluding Oregon state holidays. Agency will provide a list of state and federal holidays to Contractor within 2 weeks of Task 5 NTP.

Agency will issue a separate NTP for this Task no less than 30 days before live customer support services are expected to begin.

Preliminary Schedule:

· Start of customer support (As needed)

Deliverables:

· Submittal of the Monthly SLA Compliance Report (provided as part of Task 4)

F. CONTINGENCY TASKS – RESERVED

G. ADDITIONAL PROVISIONS FOR WOCs

Pay Equity Compliance

· Discriminatory Wage Rates. Contractor shall comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section constitutes a material element of the WOC and a failure to comply constitutes a breach that entitles Agency to terminate the WOC and the PA for cause.

· Employee Discussions Regarding Compensation. As required by ORS 279B.235, Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person.

H. COMPENSATION

The method(s) of compensation and payment option(s) selected below (and as specified for any Contingency Tasks in the table in Section F) are incorporated from Exhibit B to the PA. For additional detail and requirements regarding compensation methods, payment options, or Agency’s right to withhold retainage, see PA - Exhibit B, Compensation. No compensation is provided to Contractor for negotiations, preparing or revising cost estimate for Services, or negotiating contracts with subcontractors.

H.1 Non-Contingency Tasks The method(s) of compensation for non-contingency tasks in this WOC is:

|X| Fixed Price (includes all labor costs, overhead, profit, travel and other expenses) |X| Percentage of quarterly gross RUC Revenues

The following payment methods for each task are identified below:

· Task 1 –Certification and Systems Testing: Fixed Price payable at the end of successful certification and testing.

Note Agency will establish milestone payments for all Task 1 deliverables based on the Milestone Payment Plan defined below.

· Task 2 – Self-Certification and Iterative Testing: Fixed Price at the completion of successful this task.

Note Agency will establish milestone payments for the completion of Task 2 deliverables based on the Milestone Payment Plan defined below.

· Task 3 – End to End Testing: Fixed Price at the completion of successful this task.

Note Agency will establish milestone payments for the completion of Task 3 deliverables based on the Milestone Payment Plan defined below.

· Task 4 – Ongoing Operations: Percentage of gross RUC revenues; subject to performance standards including Agency credits with related warning letter and payment reductions as detailed in the Service Level Agreement. RUC Rate may be renegotiated.

· Task 5 – Live Telephone Customer Support: Fixed Price for each quarter that support is provided.

MILESTONE PAYMENT PLAN

The table below provides the milestone payment plan for the selected equipment and services. Payment of these milestones shall be in accordance with the net payable terms previously set forth in Section D or the PA.

10% payable upon the satisfactory resolution of any punch list items 10% payable after the first quarter of Task 4 operations, assuming all punch list items have been resolved

10% payable upon the satisfactory resolution of any punch list items 10% payable after the first quarter of Task 4 operations, assuming all punch list items have been resolved

H. 2 Payment Options

The payment option for the Services in the attached SOW is:

|X| Progress payments for percentage of Services completed as defined in Milestone Payment Plan table just above (For Fixed Price);

|X| Quarterly Payment for Gross RUC Revenues.

H.3 RESERVED

H.4 Total WOC NTE Amount

Compensation Summary Table

Amount

TOTAL NTE (line 4 plus line 5) This amount includes all direct and indirect…