9221 Verbal Judo - signed.pdf

OPRD CONTRACT 9221

STATE OF OREGON SERVICES CONTRACT

FOR VERBAL JUDO INSTRUCTOR CERTIFICATION TRAINING

2023 & 2025

This Contract (“Contract”) is between the State of Oregon (“State”), acting by and through its Oregon Parks and Recreation Department (“OPRD”), and Verbal Judo Institute, Inc. (“Contractor”).

Throughout the Contract, OPRD and Contractor are referred to individually as “Party” and collectively as “Parties.”

RECITALS

OPRD has authority to enter into this Contract pursuant to Oregon Revised Statute (“ORS”) 390.121.

OPRD has authority to enter into procurement contracts pursuant to ORS 279A.050(6)(d).

AGREEMENT

NOW, THEREFORE, in consideration of the subject to the covenants, terms, and conditions set forth below, the Parties agree as follows:

1. CONTRACT DOCUMENTS

This Contract consists of the following documents, which are listed in descending order of precedence, in the event of conflicts or discrepancies: this Contract less all exhibits; Exhibit A (Statement of Work); Exhibit B (Compensation); and Exhibit C (Insurance). Exhibits A through C are attached and incorporated by this reference.

2. CONTRACT PERIOD

This Contract is effective on the date it has been signed by all parties and all required State of Oregon approvals have been obtained. Unless extended or terminated earlier, this Contract terminates on June 30, 2025.

3. SERVICES REQUIRED

Contractor shall perform the work set forth in the attached Exhibit A (the “Work”) according to the terms of this Contract.

4. COMPENSATION

4.1 OPRD’s total payments to Contractor under this Contract shall not exceed $140,000.

4.2 Contractor shall be compensated based on the provisions set forth in the attached Exhibit B (Compensation) subject to the terms of this Contract.

4.3 OPRD’s payment obligations under this Contract are conditioned upon OPRD’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow OPRD, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract. OPRD represents that it has sufficient appropriations and limitation for the current biennium to make payments under this Contract.

4.4 Contractor is not entitled to receive payment under the Contract from any part of Oregon state government other than OPRD. Nothing in the Contract is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon.

5. AMENDMENTS

5.1 This Contract may be amended to the extent allowed by applicable law and Oregon Administrative Rule 137-047-0800.

5.2 No amendment to this Contract is effective unless it is in writing signed by the Parties and all required State of Oregon approvals have been obtained.

6. NOTICES

All Notices required under this Contract will be in writing and addressed to the Party's appropriate authorized representative, as identified below. Mailed Notices are deemed received five (5) days after mailing when properly addressed and deposited prepaid into the U.S. postal service. Notices delivered by personal delivery are deemed received when delivered to the Authorized Representative personally or to the Authorized Representative’s physical address specified below. E-mail Notices are deemed received upon electronic confirmation of receipt.

6.1 Contractor’s Representative

Pam Thompson Verbal Judo Institute PO Box 222 Auburn, NY 13021 pam@verbaljudo.com

(800) 448-1042 (phone)

6.2 OPRD’s Contract Administrator

Guy Rodrigue, Central Resource Manager Oregon Parks and Recreation Department, 725 Summer St NE, Suite C Salem, OR 97301 Guy.rodrigue@oprd.oregon.gov 503-931-5557 (phone)

7. CONTRACTOR REPRESENTATIONS AND WARRANTIES

7.1 The warranties specified in this Section 7 are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and will be interpreted broadly to give OPRD the greatest warranty protection available.

7.2 Contractor represents and warrants that:

A. Contractor has the authority to enter into and perform according to this Contract, and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable according to its terms;

B. Contractor has the skill and knowledge possessed by well-informed members of Contractor’s industry, trade or profession and will apply that skill and knowledge with care and diligence and perform the Services in a timely, professional and workmanlike manner according to the highest standards applicable to Contractor’s industry, trade or profession;

C. Contractor is and shall be, at all times during the term of this Contract, qualified, professionally competent, and duly licensed to perform the Services; and mailto:pam@verbaljudo.com mailto:%20Guy.rodrigue@oprd.oregon.gov mailto:%20Guy.rodrigue@oprd.oregon.gov mailto:pam@verbaljudo.com mailto:%20Guy.rodrigue@oprd.oregon.gov mailto:%20Guy.rodrigue@oprd.oregon.gov

D. Contractor shall ensure that all Services provided under this Contract comply with all applicable federal and state health and safety standards.

8. TIME IS OF THE ESSENCE

Contractor agrees that time is of the essence in relation to its performance of its obligations under this Contract.

9. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

9.1 Compliance with Law Generally. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract. OPRD’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. Without limiting the foregoing, Contractor shall:

A. Comply with OPRD rules and restrictions regarding the use of alcohol, drugs, firearms, or tobacco products made for human consumption (including but not limited to cigarettes, cigars, pipes, chew, snuff, electronic cigarettes and smokeless tobacco) on OPRD property.;

B. Obtain and maintain during the term of the Contract, at its own expense, all necessary licenses and permits required for the successful performance of the Services.

9.2 Oregon False Claims Act. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or Agency under this Contract or any other provision of law.

10. RECORDS

10.1 Records Generally. Contractor shall retain, maintain, and keep accessible all records relevant to this Contract (“Records”) for a minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever ending is later (“Record Retention Period”).

10.2 Access to Records. During the Record Retention Period, Contractor shall permit OPRD, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

10.3 Public Records. OPRD’s obligations under this Section 10 shall be subject to the Oregon Public Records Laws, ORS 192.410 through ORS 192.505.

10.4 Ownership of Documents and Maintenance of Records. Unless otherwise provided herein, all documents, instruments and media of any nature produced by Contractor pursuant to this contract are the work products and are the property of OPRD including but not limited to:

drawings, specifications, reports, scientific or theoretical modeling, electronic media or altered materials specifically for the purpose of completing the Scope of Work, works of art and photographs. Unless otherwise provided herein, upon OPRD request, Contractor shall promptly provide OPRD with an electronic version of all work products that have been produced or recorded in electronic media. OPRD and Contractor agree that all work products are works made for hire and Contractor hereby conveys, transfers and grants to OPRD all rights of reproduction for internal OPRD use to all such work products during this certification/recertification period plus the next one commencing in the spring of 2024 and terminating 24 months later.

11. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES, WITHHOLDING

11.1 Contractor shall perform all Services as an independent contractor. Although OPRD has the right

(i) to determine and modify the delivery schedule for Services to be performed and (ii) to evaluate the quality of the completed performance, OPRD cannot and will not control the means or manner of contractor’s performance, except to the extent that the means and manner in which the Services are to be provided is specifically set forth in or pursuant to Exhibit A.

Contractor is responsible for determining the appropriate means and manner of performing any Services required under this Contract. Contractor certifies, represents and warrants that Contractor is an independent contractor of OPRD under all applicable State and federal law.

Contractor is not an “officer”, “employee” or “agent” of the State of Oregon or OPRD as those terms are used in ORS 30.265. Neither Party shall make any statements, representations, or commitments of any kind or take any action binding on the other Party except as provided for herein or authorized in writing by the Party to be bound.

11.2 If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract represents and warrants: Contractor’s performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor’s employing agency (state or federal) would prohibit Contractor’s performance of this Contract.

11.3 Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract. OPRD will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract.

12. INDEMNIFICATION; INSURANCE

12.1 General Indemnity. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, its agencies, officers, directors, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever ("Claims") resulting from, arising out of, or related to the acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract.

12.2 Defense and Counsel. State shall reasonably cooperate in good faith, at Contractor’s reasonable expense, in the defense of claims, and Contractor shall select counsel reasonably acceptable to the Oregon Attorney General to defend such claims and all costs of such counsel shall be borne by the Contractor. Counsel must accept appointment as a Special Assistant Attorney General under ORS Chapter 180 before such counsel may act in the name of, or represent the interests of, the State of Oregon, its agencies, officers, employees or agents. State may elect to assume its own defense with an attorney of its own choice and its own expense at any time State determines important governmental interests are at stake. State agrees to promptly provide Contractor with notice of any claim that may result in an indemnification obligation hereunder. Subject to the limitations noted above, Contractor may defend such claim with counsel of its own choosing provided that no settlement or compromise of any such claim shall occur without the consent of State.

12.3 Insurance. Contractor shall obtain the insurance set forth in Exhibit C (Insurance) prior to performing under this Contract and shall maintain insurance, as required by OPRD, throughout the duration of this Contract.

12.4 Personal Property. Contractor agrees that OPRD will not be responsible for the safekeeping of any personal property belonging to Contractor that is stored or kept on OPRD property.

Contractor agrees to not hold OPRD liable for any personal property belonging to Contractor that is destroyed by any fire, flood, earthquake or any other natural disaster. Contractor shall be responsible for obtaining insurance to cover any and all personal property.

13. FORCE MAJEURE

Neither OPRD nor Contractor are responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by an unallocated risk such as fire, riot, acts of God, terrorism, war, or by any other cause not within the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. In the event of any such delay, Contractor’s obligations are suspended to the extent of and for the duration of such causes. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract with all reasonable diligence.

OPRD may terminate this Contract upon written Notice to Contractor after OPRD reasonably determines that the delay or breach will likely prevent successful performance of this Contract.

14. EVENTS OF BREACH

14.1 Breach by Contractor. Contractor breaches this Contract if:

A. Contractor institutes or has instituted against it, insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

B. Contractor (a) no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and (b) fails to obtain the license or certificate within the time specified by OPRD in a Notice of breach to Contractor; or

C. Contractor (a) commits a material breach of this Contract by failing to comply with any covenant, warranty, obligation or certification under this Contract, and (b) fails to cure the breach within the time specified by OPRD in a Notice of breach to Contractor.

14.2 Breach by OPRD. OPRD breaches this Contract if:

A. OPRD fails to pay Contractor any amount pursuant to the terms of this Contract and fails to cure the failure to pay within 30 days after Contractor delivers notice of breach to OPRD or a longer period as Contractor may specify in the notice; or

B. OPRD commits any material breach of any covenant, warranty, or obligation under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and OPRD fails to cure the breach within 30 days after Contractor delivers notice of breach to OPRD or a longer period as Contractor may specify in the notice.

15. REMEDIES

15.1 OPRD’s Remedies. If Contractor is in breach under Section 14, then OPRD may, at its option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to, the remedies set forth below. These remedies are cumulative to the extent the remedies are not inconsistent, and OPRD may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that

Contractor was not in breach under Section 14, the rights and obligations of the Parties shall be the same as if this Contract was terminated pursuant to Section 16. Remedies available under this Contract include:

A. Termination of this Contract under Section 16;

B. Withholding payment of all amounts in Contractor’s invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively; and

C. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief.

15.2 Contractor's Remedies. If OPRD is in breach under Section 14, Contractor's sole remedy is a claim against OPRD for the sum of any unpaid invoices for Services completed and accepted by OPRD, less previous amounts paid and any claims OPRD has against Contractor.

15.3 Limitation of Liability. Except as provided in Section 12 and Section 15 of this Contract, neither Party is liable to the other for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever (including, but not limited to, any lost profits, lost revenues, lost savings, or harm to business), regardless of the foreseeability thereof.

Each Party hereby releases the other Party, its subsidiaries and affiliates, and their respective officers, directors, managers, employees, and agents from any such claim.

15.4 Attorneys’ Fees. Except as provided in Section 12 of this Contract, neither OPRD nor Contractor is entitled to recover attorney’s fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to this Contract.

16. TERMINATION

Unless terminated earlier according to this Section 16 or extended according to Section 2 above, this Contract automatically terminates on the date set forth in Section 2. Any termination shall be without prejudice to any obligations or liabilities of either Party already accrued prior to such termination.

16.1 Termination by Mutual Consent. This Contract may be terminated by written mutual consent of the Parties at any time.

16.2 Termination by OPRD. OPRD may, in its sole discretion, terminate this Contract immediately upon written Notice, or at a later date as OPRD may establish in the Notice, upon the occurrence of any of the following events:

A. OPRD fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow OPRD, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract;

B. Federal or state laws, regulations or guidelines are modified or interpreted in a way that the purchase of services by OPRD under this Contract is prohibited; or

C. Contractor is in breach under Section 14.

16.3 Cessation of Rights and Activities. Upon Contract expiration or notice of termination, Contractor shall immediately cease all activities under the Contract and deliver to OPRD all documents and information that are or would be deliverables had the Contract been completed, unless OPRD expressly directs otherwise in a Notice.

17. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION

17.1 The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

17.2 Any party bringing a legal action or proceeding against any other party arising out of or relating to this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County.

However, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted within the United States District Court for the District of Oregon. This section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. Nothing in these provisions shall be construed as a waiver of the State of Oregon’s or OPRD’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND

WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN

INCONVENIENT FORUM.

18. THIRD PARTY BENEFICIARIES

OPRD and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or will be construed to give or provide any benefit or right not held by or made generally available to the public, 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.

19. SEVERABILITY

If for any reason a court of competent jurisdiction finds any provision of this Contract, or portion thereof, to be unenforceable, that provision of the Contract will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Contract will continue in full force and effect.

20. COUNTERPARTS

This Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of this Contract so executed shall constitute an original.

21. INTEGRATION AND MERGER

This Contract, together with the Exhibits attached hereto, constitutes the entire agreement between the Parties on the subject matter thereof, and merges all prior and contemporaneous communications with respect to the Services. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract.

22. WAIVER

No waiver of or consent to any deficiency or violation of any terms of this Contract binds either Party unless in writing and signed by OPRD and Contractor, and all necessary approvals have been obtained. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of either Party to enforce any provision of this Contract is not a waiver by such Party of that or any other provision.

23. SURVIVAL

In addition to all provisions which by their nature extend beyond Contract termination or full performance, the following provisions remain in effect beyond any Contract termination or full performance: Exhibit B (Compensation Provisions), Exhibit C (Insurance Requirements) and Sections 7 (Contractor Representations and Warranties), 10 (Records), 12 (Indemnification), 15 (Remedies) and 17 (Governing Law; Venue; Consent to Jurisdiction).

24. CONTRACTOR’S CERTIFICATIONS

The undersigned certifies under penalty of perjury both individually and on behalf of Contractor:

• That the undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute this Contract on behalf of Contractor.

• That the undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS

320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620.

• That Contractor is bound by and will comply with all requirements, terms and conditions contained in the Contract.

In witness whereof, the Parties hereto have made, executed and delivered the Contract as of the last date each signatory below has signed the Contract.

Verbal Judo Institute, Inc.

By:

Date

State of Oregon acting by and through its Oregon Parks and Recreation Department (OPRD)

By:

Date

ATTACHED CONTRACT EXHIBITS:

Exhibit A (Statement of Work)

Exhibit B (Compensation)

Exhibit C (Insurance)

Pam Thompson (Nov 22, 2022 15:56 EST) Pam Thompson 11/22/22

Guy Rodrigue (Nov 29, 2022 08:23 PST) 11/29/22 https://adobefreeuserschannel.na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAlbJnV52osehmMOJ195ay6rg4NUYTapwW https://oregonparks.na2.echosign.com/verifier?tx=CBJCHBCAABAAlbJnV52osehmMOJ195ay6rg4NUYTapwW

EXHIBIT A

STATEMENT OF WORK

1. PURPOSE; SCOPE OF WORK

The trademark Verbal Judo program has been incorporated into the OPRD Commissioned Enforcement Officer Training Program Policy. To become a certified OPRD Verbal Judo instructor, the employee must attend and pass a four-day Instructor Training class from a certified Verbal Judo Institute instructor. With successful completion the employee will then be certified to train for a two-year period within OPRD only, unless exceptions are granted by the Verbal Judo Institute in advance.

The purpose of this Contract is to provide the Certified Instructor Program training on Verbal Judo Tactical Communication to OPRD employees who need to meet the OPRD internal policy requirements for this two-year Certification period. OPRD anticipates up to 35 employee participants attending the training.

The desired outcomes of the training are to allow for certification of new employee instructors and recertifications of employees who are currently instructors certified and have been conducting training to OPRD staff and volunteers for the past three years. The curriculum will provide students with tactical communication tools necessary to help defuse and resolve conflicts in a safe and positive manner and generate voluntary compliance.

2. WORK AND DELIVERABLES

2.1 CONTRACTOR OBLIGATIONS

Contractor shall provide the following:

• Training intended for up to 35 students, primarily OPRD employees (may include 1 or 2 local county park staff students),

• Training materials for each student consisting of Verbal Judo print and digital media including videos, verbal judo books, instructor manual workbooks, and cards;

• Four (4) days of in-person course instruction time on Verbal Judo to meet requirements for Verbal Judo Trainer Certification and Recertification in accordance with the training delivery schedule in section 2.3 below;

• Verbal Judo Certification for all participants who successfully pass the written exam and adequately demonstrate skill and comprehension during simulated sessions and as class instructor. Certificates must be valid for a two-year period from the end date of training course;

• Allow all certified participants to perform Verbal Judo training for employees and volunteers of their agency

• Allow OPRD to reproduce any of the above Verbal Judo training material items for training purposes as described in this contract.

2.2 OPRD OBLIGATIONS

OPRD will provide the following:

• List of students attending the training.

• Internally communicate with identified staff to attend and make schedule allowances for them to attend.

2.3 Deliverables

• Four (4) days of in-person instruction and certification of Instructors.

2.4 Work Schedule. The training is planned for April 10, 2023 thru April 13, 2023 at a location to be determined in Oregon.

EXHIBIT B

COMPENSATION

1. BASIS FOR COMPENSATION

OPRD shall pay Contractor for Work performed by Contractor and accepted by OPRD based on the completion of deliverable set forth in section 2.1.3 of Exhibit A.

2. INVOICING

Contractor may submit one invoice upon completion of the in-person 4-day training with charges for students that attended, and approved instructor expenses and requested materials. Contractor may submit an invoice for those that attend the recorded class.”

Contractor shall submit the invoice to OPRD’s Contract Administrator identified in Section 6.2 of the Contract.

Contractor shall include on or with each invoice: Contract #9221, the project location, and a separate line item for each task completed, a list of registered/participating students, and deliverable submitted.

3. PAYMENT

OPRD’s Contract Administrator or designee will review the invoice received and contact Contractor promptly to report any discrepancies or missing documentation.

OPRD will pay Contractor within 30 days of receipt of invoice, unless OPRD has reported any discrepancy in which case payment will be made within 30 days of a corrected invoice.

OPRD shall make payments in the form of a State of Oregon warrant payable to Contractor.

OPRD will send payment to Contractor at the address specified in the invoice.

If OPRD fails to pay an invoice as set forth above, Contractor may assess overdue account charges to OPRD in accordance with ORS 293.462.

EXHIBIT C

Required Insurance

1. Insurance

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit B prior to performing under the Contract and shall maintain it in full force and at its own expense throughout the duration of the Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in Oregon and that are acceptable to OPRD. Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

1.1 Workers’ Compensation; Employers’ Liability

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

1.2 Commercial General Liability

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage satisfactory to OPRD. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under the Contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

2. EXCESS/UMBRELLA INSURANCE

A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.

3. ADDITIONAL INSURED

All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under the Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under the Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of Contractor’s ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.

4. WAIVER OF SUBROGATION

Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against OPRD or State of Oregon by virtue of the payment of any loss. Contractor will obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not OPRD has received a waiver of subrogation endorsement from the Contractor or the Contractor’s insurer(s).

5. TAIL COVERAGE

If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and OPRD’s acceptance of all Services and/or Goods required under the Contract, or, (ii) OPRD or Contractor termination of Contract, or, iii) The expiration of all warranty periods provided under the Contract.

6. CERTIFICATE(S) AND PROOF OF INSURANCE

Contractor shall provide to the OPRD individual/address below, or as otherwise directed by OPRD, Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under the Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by the Contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance OPRD has the right to request copies of insurance policies and endorsements relating to the insurance requirements in the Contract.

Bryant Hayes, Contract Specialist EMAIL: bryant.hayes@oprd.oregon.gov (preferred method)

Oregon Parks and Recreation Department Attn: Procurement Division 725 Summer Street NE, Suite C Salem, OR 97301

7. NOTICE OF CHANGE OR CANCELLATION

Contractor or its insurer must provide at least 30 days’ written notice to OPRD before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

8. INSURANCE REQUIREMENT REVIEW

Contractor agrees to periodic review of insurance requirements by OPRD under the Contract and to provide updated requirements as mutually agreed upon by Contractor and OPRD.

9. OPRD ACCEPTANCE

All insurance providers are subject to OPRD acceptance. If requested by OPRD, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to OPRD’s representatives responsible for verification of the insurance coverages required under this Exhibit C.

mailto:bryant.hayes@oprd.oregon.gov mailto:bryant.hayes@oprd.oregon.gov