9656 Attachment 3 Sample Contract.pdf

OPRD CONTRACT: 9656

OPRD CONTRACT

BAGGED ICE AND DLEIVERY SERVICE FOR FAREWELL BEND STATE PARK

CONTRACT NO. 9656

This Contract (“Contract”) is between the State of Oregon (“State”), acting by and through its Oregon Parks and Recreation Department (“OPRD”), and [INSERT SELECT CONTRACTOR] (“Contractor”). Throughout the Contract, OPRD and Contractor are referred to individually as “Party” and collectively as “Parties.”

RECITALS

OPRD issued a solicitation (OPRD Procurement No. 9656 and OregonBuys No. S-63400- 00007271) for bagged ice delivery and services at Farewell Bend State Park consisting of three components:

• Providing the ice merchandise machines to five locations throughout the Park.

• Delivery of bagged ice; and

• Maintenance, repairs and replacements on broken machines.

Contractor submitted a bid in response to the solicitation offering to provide the Services pursuant to the terms and conditions set forth herein. OPRD desires to award the Contract to Contractor.

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 foregoing recitals and 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 Services); Exhibit B (Compensation); 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 April 1, 2025. This Contract may be extended for two (2) additional two (2) year terms (as an “Extension Term”) by agreement of the parties in accordance with terms of this Contract. The Initial Term and all Extension Terms must not exceed 6 years (March 31, 2029).

3. GOODS AND SERVICES REQUIRED

Contractor shall perform the services set forth in the attached Exhibit A (Statement of Services) according to the terms of this Contract.

4. COMPENSATION

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

4.2 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.

4.3 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. Faxed Notices are deemed received upon electronic confirmation of successful transmission to the designated fax number.

6.1 Contractor’s Representative

Name/title address email phone

6.2 OPRD’s Contract Administrator

Name/title Farewell Bend State Park 23751 Old Highway 30, Huntington, OR 97907 email 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

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 OPRD 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.

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. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS

18.1 Contractor shall not enter into any subcontracts for any Services required under this Contract.

18.2 Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without OPRD’s prior written consent. OPRD’s written consent does not relieve Contractor of any duties or obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor’s agent.

18.3 The provisions of this Contract are binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, if any.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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).

25. 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.

XXXXXX (Contractor)

By:

Name/Title Date

State of Oregon acting by and through its Oregon Parks and Recreation Department

(OPRD)

By:

Name/Title Date

ATTACHED CONTRACT EXHIBITS:

Exhibit A (Statement of Services) Exhibit B (Compensation) Exhibit C (Insurance)

EXHIBIT A

STATEMENT OF SERVICES

1. PURPOSE; SCOPE

The purpose of this Contract is to provide bagged ice delivery service, equipment and maintenance at Farewell Bend State Park each camping season (approximately May 1 through October 1), and at other times of the year as requested by OPRD for the term of this Contract.

2. CONTRACTOR OBLIGATIONS

2.1 General Requirements.

Contractor shall:

a. Perform the services in accordance with the stated specifications, requirements, delivery schedule, and relevant industry standards;

b. Provide all equipment, labor, materials and supplies necessary to complete the services;

c. Operate all equipment in a safe and accident free manner, and wear appropriate personal protective equipment (PPE), at all times while performing services;

d. Notify OPRD Authorized Representative in the event of an accident that did or could result in damage to OPRD property, private property, or a visitor.

2.2 Equipment

Contractor shall provide, at no additional cost, ice merchandiser machines in proper working condition for the duration of the contract and of the quantities and at the locations specified below.

a. Machines

Two ice freezers in good working condition with yearly maintenance, cleaning and sanitizing. A copy of the maintenance record will be mailed to the park manager for OPRD records.

b. Park Locations and Estimated Capacity

Farewell Bend State Park 23751 Old Highway 30 Huntington, OR 97907

2.3 Products

Contractor shall provide the following products:

a. Crushed ice, bagged and ready to use.

b. The ice must be made using clean potable water, meeting acceptable drinking water standards.

c. Ice bags must be 7lb bags.

2.4 Delivery Schedule

Contractor Shall:

a. Deliver and set up ice merchandiser machines as specified by Park Manager.

b. Deliver ice and stock ice merchandiser machines at locations within the Park as ordered by OPRD.

2.5 Service Level

Contractor shall:

a. Keep ice merchandiser machines clean and in good working order;

b. Maintain and repair ice merchandiser machines as necessary;

c. Replace ice merchandiser machines in the event of breakdown or lengthy repair;

d. Provide service within 24 hours in the event of equipment breakdown;

e. Provide service within 24 hours for replenishing products if sold out;

f. Replace ice if it becomes unusable as a result of equipment failure, at no additional cost to OPRD; and

g. Provide additional ice deliveries during peak camping weekends and holidays as requested by OPRD.

3. OPRD OBLIGATIONS

OPRD shall:

a. Consult on site with Contractor regarding appropriate locations for machines;

b. Supply electricity for the ice merchandiser machines;

c. Provide keys to unlock gates for access, as applicable;

d. Monitor and inspect the services, and accept as deemed appropriate by OPRD;

e. Notify contractor promptly if repair or maintenance is needed.

EXHIBIT B

COMPENSATION

1. PRICING

OPRD shall pay Contractor for Services performed by Contractor and accepted by OPRD based on the unit prices set forth below:

a. Crushed Ice (7 Lbs. Bag) Each $_____per 7 lbs. bag

2. ORDERING

OPRD park staff will contact contractor by phone or e-mail to order products or services.

3. INVOICING

a. Contractor shall submit invoices no more than once a month.

b. Contractor shall include on or with each invoice: (1) Contract # 9656; (2) Park location for delivery; and (3) Separate line item(s) for each service performed.

c. Each invoice must contain a complete itemization and reporting of all items delivered in sufficient detail including quantities, dates, and locations; along with any documented adjustments.

4. PAYMENT

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

b. 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.

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

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

e. 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.

5. PAYMENT ADJUSTMENTS

The unit price may be increased or decreased during the Term of the Contract as set forth below, but not more than once per year:

a. Contractor may propose an adjustment of the price by providing such information and documentation regarding the need for the adjustment as Contractor considers appropriate. If OPRD desires to consider the proposed adjustment, OPRD may meet with the Contractor for purposes of negotiating a new price.

b. If the Parties agree on an adjusted price, that price shall be effective as of the first day of a signed amendment. If the Parties are not able to agree on an adjusted price, the Contract shall expire in accordance with its terms. Notwithstanding the expiration of the Contract, Contractor shall complete performance of all outstanding contracts.

c. If OPRD desires to propose a reduction in the price, it shall provide notice of the proposed adjustment and shall deliver such information and documentation regarding the need for the adjustment as OPRD considers appropriate. If the Contractor desires to consider the proposed adjustment, OPRD may meet with the Contractor for purposes of negotiating a new price.

d. Price adjustments will become effective only when reduced to writing via Amendment process, and signed by both parties.

EXHIBIT C

INSURANCE

1. REQUIRED INSURANCE

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 shall 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 each accident 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, death and property damage in a form and with coverage that is satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations contractual liability coverage for the indemnity provided under this 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 $2,000,000 per occurrence. Annual aggregate limit shall not be less than $4,000,000.

1.3 AUTOMOBILE LIABILITY INSURANCE: Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $2,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

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: The Commercial General Liability insurance and Automobile Liability insurance required under this 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 Contractor’s activities to be performed under this 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. 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 this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and OPRD’s acceptance of all Services required under this Contract, or, (ii) OPRD or Contractor termination of Contract, or, iii) The expiration of all warranty periods provided under this Contract.

5. CERTIFICATE(S) OF INSURANCE: Contractor shall provide to OPRD, at the following address, Certificate(s) of Insurance for all required insurance before delivering any goods and performing any services required under this Contract. Email Certificate(s) at: Winona.Butler@oprd.oregon.gov or mail the Certificate(s) to the following address:

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

The Certificate(s) must list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. 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 this Contract.

6. 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).

7. INSURANCE REQUIREMENT REVIEW: Contractor agrees to periodic review of insurance requirements by OPRD under this Contract and to provide updated requirements as mutually agreed upon by Contractor and OPRD.

mailto:Winona.Butler@oprd.oregon.gov