A - Sample Contract~2.pdf

ATTACHMENT A – SAMPLE CONTRACT Page 1 of 64 RFP # S-44300-00005148 5472/gfd

Contract Number 000000

STATE OF OREGON

TRADE SERVICES CONTRACT

In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications and other electronic formats. To request an alternate format, please send an e-mail to dhs-oha.publicationrequest@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format.

This Contract is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA,” and, Contractor Business Name DBA or ABN if applicable

Street Address City, State, Zip

Attn: Contact Person Telephone:

E-mail address:

hereinafter referred to as “Contractor.”

Work to be performed under this Contract relates principally to OHA’s

Oregon State Hospital – Facilities/Operations 2600 Center Street NE

Salem, OR 97301 Contract Administrator: Joel Turner or delegate

Telephone: 503-881-3379 E-mail address: Joel.T.Turner@dhsoha.state.or.us

Attachment A - Sample Contract Proposer: Do not complete and return any pages of this Sample Contract

ATTACHMENT A – SAMPLE CONTRACT Page 2 of 64

1. Effective Date and Duration.

This Contract shall become effective on the date this Contract has been fully executed by every party and, when required, approved by Department of Justice. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on (date).

Contract termination shall not extinguish or prejudice OHA’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

a. This Contract consists of this document and includes the following listed exhibits which are incorporated into this Contract:

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements

(6) Exhibit D: Reserved.

(7) Exhibit E, Part 1: Oregon State Supplemental General Provisions

(8) Exhibit E, Part 2 Oregon State Hospital, Confidentiality Agreement (OSH

Stock #75059)

(9) Exhibit E, Part 3 Reserved.

(10) Exhibit E, Part 4 Oregon State Hospital Policy and Procedure 5.001, Drug-

Free Workplace

(11) Exhibit E, Part 5 Reserved

(12) Exhibit E, Part 6 Oregon State Hospital Policy and Procedure 5.017, Dress

Code for Staff

(13) Exhibit E, Part 7 Reserved.

(14) Exhibit E, Part 8 Reserved.

(15) Exhibit E, Part 9 Oregon State Hospital Policy and Procedure 8.007, Identification Badges

(16) Exhibit E, Part 10 Reserved.

(17) Exhibit E, Part 11 Oregon State Hospital Policy and Procedure 8.024, Tool and Sharp Security

(18) Exhibit E, Part 12 Oregon State Hospital Policy and Procedure 8.027, Weapons on Campus

(19) Exhibit E, Part 13 Oregon State Hospital Policy and Procedure 8.033, Violence Free Workplace/Campus There are no other contract documents unless specifically referenced and incorporated in this Contract.

b. This Contract and the documents listed in Section 2., Contract Documents, Subsection a. above, shall be in the following descending order of precedence:

this Contract less all exhibits, Exhibits B, E, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $ TBD. OHA will not pay Contractor any amount in excess of the not-to-exceed compensation of this

ATTACHMENT A – SAMPLE CONTRACT Page 3 of 64

Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the payment schedule and requirements in Exhibit A, Part 2, “Payment and Financial Reporting.”

c. OHA will only pay for completed Work under this Contract. For purposes of this Contract, “Work” means the tasks or services and deliverables accepted by OHA as described in Exhibit A, Part 1, “Statement of Work.”

4. Contractor or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Contractor is a subrecipient Contractor is a contractor Not applicable

Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract: Not applicable.

(Remainder of page intentionally left blank.)

ATTACHMENT A – SAMPLE CONTRACT Page 4 of 64

Contractor Data and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Facsimile: ( )

Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1)?

(Check one box): YES NO

Business Designation: (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership Limited Liability Company Limited Liability Partnership Sole Proprietorship Corporation Partnership Other

Contractor Proof of Insurance. Contractor shall provide the following information upon submission of the signed Contract. All insurance listed herein and required by Exhibit C, must be in effect prior to Contract execution.

Commercial General Liability Insurance Company: ____________________________________

Policy #: ______________________________________ Expiration Date: ________________

Workers’ Compensation: Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): YES NO If YES, provide the following information:

Workers’ Compensation Insurance Company: ________________________________________

Policy #: ______________________________________ Expiration Date: ________________

b. Certification. Without limiting the generality of the foregoing, by signature on this Contract, the undersigned hereby certifies under penalty of perjury that:

(1) Contractor is in compliance with all insurance requirements in Exhibit C of this Contract and notwithstanding any provision to the contrary, Contractor shall deliver to the OHA Contract Administrator (see page 1 of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

ATTACHMENT A – SAMPLE CONTRACT Page 5 of 64

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS

180.755. Contractor further acknowledges that in addition to the remedies under this Contract, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes: (i) All tax laws of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

The Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including (i) garnishing the Contractor’s compensation under this Contract or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5a, “Contractor Information” above is Contractor’s true, accurate and correct information;

(5) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

ATTACHMENT A – SAMPLE CONTRACT Page 6 of 64

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at:

https://www.sam.gov/portal/public/SAM/;

(8) 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; and

(9) Contractor Federal Identification Number (FEIN) or Social Security Number (SSN) provided is true and accurate. If this information changes, Contractor shall provide OHA with the new FEIN or SSN within 10 days.

ATTACHMENT A – SAMPLE CONTRACT Page 7 of 64

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT,

UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

5. Signatures. This Contract and any subsequent amendments 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 the Contract and any amendments so executed shall constitute an original.

Contractor Name By:

Authorized Signature Printed Name

Title Date

State of Oregon, acting by and through its Oregon Health Authority By:

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Department of Justice Date

ATTACHMENT A – SAMPLE CONTRACT Page 8 of 64

EXHIBIT A

Part 1 Statement of Work

Contractor shall perform fire protection system maintenance upgrades for three buildings located at 2585 Westgate, in Pendleton, Oregon. Contractor shall provide all labor, equipment, materials, tools, permits, inspection fees, engineering, Project Management, drawings, testing, programming, and submittals to perform all Services in compliance with National Fire Protection Association (NFPA) and Oregon Fire Code.

The worksite in Pendleton is part of a secure facility. All Contractor and subcontractor personnel must submit to a background check and must observe all Oregon State Hospital policies and regulations in Exhibit E.

Pursuant to ORS 279B.060 (2) (c) Agency requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods and services.

Project Goods and Services; Contractor shall:

a. Provide complete shop drawing, PDF files, design plan and submittals for the Fire Protection System.

b. Obtain required permits, inspections and approvals; design plan is submitted to OHA Facilities Planning and Safety (FPS) for review & approval; FPS forwards to State Fire Marshal for their review and approval.

c. Update all device labels in the program as directed by Agency.

d. Provide fire alarm enclosures, panel equipment, power supplies, annunciators and all required peripheral devices such as strobes, speakers, modules, smoke detectors, pull stations, etc.

e. Test all wiring prior to termination at panels, confirm and test all peripheral devices after installation.

f. Provide system programming, start-up, pretesting and final testing with Oregon State Fire Marshal. Provide system acceptance test documentation.

g. Provide Project Management in coordination with Agency project team and any subcontractors.

h. Provide 1-year full protection warranty for all materials and installation of the Fire Protection System.

i. Provide a minimum of two hours of training on the completed upgraded system for Agency staff.

j. Contractor shall clean all work areas each day and ensure no construction debris or tools are left upon leaving the worksite.

ATTACHMENT A – SAMPLE CONTRACT Page 9 of 64

EXHIBIT A

Part 2 Payment and Financial Reporting

1. Payment Provisions.

a. As consideration for the services provided by the Contractor during the period specified Section 1. Effective Date and Duration, OHA shall pay the Contractor a maximum not-to-exceed amount as specified in Section 3. Consideration, to be paid as follows: TBD

b. OHA shall not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and shall not pay for Work performed before the date this Contract becomes effective or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment. Contractor understands and agrees that this Contract does not provide or guarantee Contractor any minimum amount of work, which is to be provided on an “as-needed” basis.

c. Interim payments to Contractor shall be subject to ORS 293.462, and shall be made on a monthly basis following OHA’s review and approval of invoices submitted by the Contractor.

d. OHA shall pay only for completed Work that is accepted by Oregon State Hospital. Oregon State Hospital may reject and instruct OHA not to pay for any Work that Oregon State Hospital determines, in its reasonable judgment, to be unacceptable. If Oregon State Hospital rejects any work, it shall provide Contractor written notice of rejection that includes an explanation of how the work is deficient. Contractor shall cure such deficiencies at no cost or expense to OHA and resubmit the deficient work within fourteen (14) calendar days of receipt of the notice of rejection, or such longer time as Oregon State Hospital may specify in its notice of rejection. If the work is still deficient, Oregon State Hospital may allow Contractor an additional chance to cure, or may request that OHA declare Contractor in default pursuant to Exhibit B, Section 10.

e. Contractor shall submit invoices for Services performed to Oregon State Hospital Business Office at 2600 Center Street NE, Salem, OR 97301. Each invoice shall include the following:

(1) Contractor name and address, contractor point of contact name, phone number, fax, email, and address.

(2) Contract number, invoice number, dates services were performed, amount of current invoice, original contract amount, amount invoiced to date, amount of payments received to date, balance of contract amount and OSH Account Number (if applicable).

ATTACHMENT A – SAMPLE CONTRACT Page 10 of 64

(3) Contractor shall itemize all charges on the invoice to include unit rate and extended price.

(4) Invoices that do not comply with the format stipulated in e.(1) (2) (3) above may be held up for payment until the proper invoice format is submitted for payment.

2. Travel and Other Expenses.

OHA will not reimburse Contractor for any travel or additional expenses under this Contract.

ATTACHMENT A – SAMPLE CONTRACT Page 11 of 64

EXHIBIT A

Part 3 Special Provisions

1. Confidentiality of Information.

a. Non-Client Information:

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under the Contract, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a Party or its officers, directors, employees and agents in the performance of the Contract that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the originating Party (“Confidential Non-Client Information”).

(2) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Party acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under the Contract;

(c) Is rightfully in the receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the originating Party under the Contract;

(d) Is obtained from a source other than the originating Party without the obligation of confidentiality;

(e) Is disclosed with the written consent of the originating Party; or

(f) Is independently developed by the receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non-Client Information.

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-

ATTACHMENT A – SAMPLE CONTRACT Page 12 of 64

Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to 192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

b. Upon request and pursuant to the instructions of OHA, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

2. Amendments.

a. OHA reserves the right to amend or extend the Contract under the following general circumstances:

(1) OHA may extend the Contract for additional periods of time up to a total Contract period of 2 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHA’s satisfaction with performance of the work or services provided by the Contractor under this Contract.

(2) OHA may periodically amend any payment rates throughout the life of the Contract proportionate to increases in Portland Metropolitan Consumer Price Index; and to provide Cost Of Living Adjustments (COLA) if OHA so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature.

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFP # S-44300-00005148 for the following:

(1) Programmatic changes/additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Contract or previous amendments to the Contract;

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in Code of Federal Regulations, Oregon Revised Statutes, or Oregon Administrative Rules which, in part or in combination, govern the provision of services provided under this Contract.

c. Upon identification, by any party to this Contract, of any circumstance which may require an amendment to this Contract, the parties may enter into negotiations regarding the proposed modifications. Any resulting amendment must be in

ATTACHMENT A – SAMPLE CONTRACT Page 13 of 64 writing and be signed by all parties to the Contract before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, Section 24. “Amendments; Waiver; Consent” of this Contract.

3. Contractor Requirements to Report Abuse of Certain Classes of Persons.

a. Contractor shall comply with, and cause its employees, agents and subcontractors to comply with, the applicable laws for mandatory reporting of abuse including but not limited to abuse of the following classes of persons in Oregon:

(3) Residents of Long Term Care Facilities (ORS 441.630 through 441.645);

(4) Adults with Mental Illness or Developmental Disabilities (ORS 430.735 through 430.743).

b. In addition to the requirements of Section 4.a., if law enforcement is notified regarding a report of child abuse, Contractor shall also notify the local Child Protective Services Office of the Department of Human Services within 24 hours.

If law enforcement is notified regarding a report of abuse of elderly, long term care facility residents, adults with mental illness or developmental disabilities, the Contractor shall also notify the local Aging and People with Disabilities Office of the Department of Human Services within 24 hours.

c. If known, the abuse report should contain the following:

(1) The name and address of the abused person and any people responsible for that person’s care;

(2) The abused person’s age;

(3) The nature and the extent of the abuse, including any evidence of previous abuse;

(4) The explanation given for the abuse;

(5) The date of the incident; and

(6) Any other information that might be helpful in establishing the cause of the abuse and the identity of the abuser.

d. Contractor who witnesses or has information about an alleged abusive act that has occurred at Oregon State Hospital (OSH) must immediately report the incident directly to the Office of Adult Abuse Prevention and Investigations:

(1) Weekdays 8 a.m. – 5 p.m. at 503-945-9495.

(2) Weekdays 5 p.m. – 10:00 pm or weekends from noon – 10 p.m. at 503- 559-1201.

e. Contractor who witnesses or has information about an alleged abusive act that has occurred at Oregon State Hospital must also notify OSH’s Superintendent, or designee, by one of the methods listed below:

(1) In person;

(2) Hand delivered memorandum;

ATTACHMENT A – SAMPLE CONTRACT Page 14 of 64

(3) Email; or

(4) Telephone call;

(a) Superintendent - Weekdays 8 a.m. – 5 p.m. at 503-945-2870

(b) Assistant to Superintendent – Weekdays 8 a.m. – 5 p.m. at 503- 945-2852.

(c) After hours including weekends and holidays, to Superintendent via the Oregon State Hospital Communication Center at 503-945-

Regardless of the manner of reporting, a written report also must be submitted which includes details of the incident, date of the report, and name of the reporter.

4. Criminal History Checks, Fingerprinting and Drug Screen.

a. Contractor is required to complete an annual background check through Oregon State Hospital’s Human Resources Department pursuant to OAR 407-007-0200 through 407-007-0370 as such rules may be revised from time to time.

b. Oregon State Hospital’s Human Resources Department shall conduct a national criminal records check which may include fingerprinting and drug screening. If fingerprinting or drug screening are required, Oregon State Hospital’s Human Resource Department shall contact Contractor with further instructions.

5. Nondiscrimination.

a. As required by ORS 279B.235, Contractor must 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 this Contract and a failure to comply constitutes a breach that entitles OHA to terminate this Contract for cause.

b. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor 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.

ATTACHMENT A – SAMPLE CONTRACT Page 15 of 64

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between OHA or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of the jurisdiction of any court or of any form of defense to or immunity from any Claim, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. This Section shall survive expiration or termination of this Contract.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract.

OHA’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. This Section shall survive expiration or termination of this Contract.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract, represents and warrants that Contractor's Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, OHA will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

ATTACHMENT A – SAMPLE CONTRACT Page 16 of 64

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. OHA reserves the right (i) to determine and modify the delivery schedule for the Work and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHA that:

(1) Contractor has the power and authority to enter into and perform this Contract;

(2) This Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms;

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of the State of Oregon or the federal government.

OHA certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within OHA's current biennial appropriation or limitation. Contractor understands and agrees that OHA's payment for Work performed is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Payment Method. Payments under this Contract will be made by Electronic Funds Transfer (EFT), and shall be processed in accordance with the provisions of OAR 407-120-0100 through 407-120-0380 or OAR 410-120-1260 through OAR 410-120-1460, as applicable, and any other OHA Oregon Administrative Rules that are program-specific to the billings and payments. Upon request, ATTACHMENT A – SAMPLE CONTRACT Page 17 of 64

Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Contract. Contractor shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any payment under this Contract until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS CONTRACT, OR UNDER

ANY OTHER CONTRACT BETWEEN CONTRACTOR AND OHA, RESULT IN

PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED,

OHA, AFTER GIVING WRITTEN NOTIFICATION TO CONTRACTOR, MAY

WITHHOLD FROM PAYMENTS DUE TO CONTRACTOR SUCH AMOUNTS,

OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO RECOVER THE

AMOUNT OF THE OVERPAYMENT UNLESS CONTRACTOR PROVIDES A

WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE DATE OF THE

NOTICE. ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY

REASSIGNS TO OHA ANY RIGHT CONTRACTOR MAY HAVE TO RECEIVE

SUCH PAYMENTS. IF CONTRACTOR PROVIDES A TIMELY WRITTEN

OBJECTION TO OHA’S WITHHOLDING OF SUCH PAYMENTS, THE PARTIES

AGREE TO CONFER IN GOOD FAITH REGARDING THE NATURE AND

AMOUNT OF THE OVERPAYMENT IN DISPUTE AND THE MANNER IN WHICH

THE OVERPAYMENT IS TO BE REPAID. OHA RESERVES ITS RIGHT TO

PURSUE ANY OR ALL OF THE REMEDIES AVAILABLE TO IT UNDER THIS

CONTRACT AND AT LAW OR IN EQUITY INCLUDING OHA’S RIGHT TO

SETOFF.

8. Ownership of Work Product.

a. Definitions. As used in this Section 8, and elsewhere in this Contract, the following terms have the meanings set forth below:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OHA or Contractor.

(3) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to OHA pursuant to the Work.

ATTACHMENT A – SAMPLE CONTRACT Page 18 of 64

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” shall be the exclusive property of OHA. OHA and Contractor agree that all Work Product is “work made for hire” of which OHA is the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to the Work is not “work made for hire,” Contractor hereby irrevocably assigns to OHA any and all of its rights, title, and interest in all original Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon OHA's reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OHA. Contractor forever waives any and all rights relating to original Work Product created pursuant to the Work, including without limitation, any and all rights arising under 17 U.S.C. §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display Contractor Intellectual Property and the pre-existing elements of the Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA's behalf.

d. In the event that Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property or a compilation that includes Third Party Intellectual Property, Contractor shall secure on OHA's behalf and in the name of OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA’s behalf.

9. Indemnity.

a. CONTRACTOR SHALL DEFEND (SUBJECT TO ORS CHAPTER 180), SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON

AND OHA AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM

AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES,

LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER,

INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF,

OR RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS

OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER

THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9.a., CONTRACTOR EXPRESSLY AGREES TO

ATTACHMENT A – SAMPLE CONTRACT Page 19 of 64

DEFEND, INDEMNIFY, AND HOLD OHA, THE STATE OF OREGON AND

THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS,

AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS,

ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING

ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO

ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER

TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO OHA BY

CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER

ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR

DOCTRINE, OR OHA'S USE THEREOF, INFRINGES ANY PATENT,

COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK

WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY

THIRD PARTY; PROVIDED, THAT THE STATE OF OREGON SHALL

PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY

INFRINGEMENT CLAIM.

THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS

CONTRACT.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(1) 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; or

(2) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 calendar days after OHA's notice or such longer period as OHA may specify in such notice; or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after OHA’s notice, or such longer period as OHA may specify in such notice; or

(4) Contractor failed to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Contract or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Contract.

b. OHA’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a., OHA may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(1) termination of this Contract under Section 10.e.(2);

ATTACHMENT A – SAMPLE CONTRACT Page 20 of 64

(2) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

(3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

(4) exercise of its right of recovery of overpayments under Section 7 of Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and OHA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Section 10.a., then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 10.e.(1).

c. Default by OHA. OHA shall be in default under this Contract if OHA commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within 30 calendar days after Contractor's notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for OHA’s Default. In the event OHA terminates the Contract under Section 10.e.(1), or in the event OHA is in default under Section 10.c. and whether or not Contractor elects to exercise its right to terminate the Contract under Section 10.e.(3), Contractor's sole monetary remedy shall be (i) with respect to Work compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by OHA, less previous amounts paid and any claim(s) that OHA has against Contractor. In no event shall OHA be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits.

If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 10.d., Contractor shall immediately pay any excess to OHA upon written demand. If Contractor does not immediately pay the excess, OHA may recover the overpayments in accordance with Section 7., Recovery of Overpayments, and may pursue any other remedy that may be available to it.

e. Termination.

(1) OHA’s Right to Terminate at its Discretion. At its sole discretion, OHA may terminate this Contract:

(a) For its convenience upon 30 days’ prior written notice by OHA to Contractor;

(b) Immediately upon written notice if OHA fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products;

or

ATTACHMENT A – SAMPLE CONTRACT Page 21 of 64

(c) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that OHA’s purchase of the Work or Work Products under this Contract is prohibited or OHA is prohibited from paying for such Work or Work Products from the planned funding source.

(d) Immediately upon written notice to Contractor if there is a threat to the health, safety, or welfare of any recipient of services under this Contract “OHA Client”, including any Medicaid Eligible Individual, under its care.

(2) OHA’s Right to Terminate for Cause. In addition to any other rights and remedies OHA may have under this Contract, OHA may terminate this Contract immediately upon written notice to Contractor, or at such later date as OHA may establish in such notice, if Contractor is in default under Section 10.a.

(3) Contractor's Right to Terminate for Cause. Contractor may terminate this Contract upon 30 days written notice to OHA, or at such later date as Contractor may establish in such notice, if OHA is in default under Section 10.c. and OHA fails to cure such default within 30 calendar days after OHA receives Contractor's notice or such longer period as Contractor may specify in such notice.

(4) Mutual Termination. The Contract may be terminated immediately upon mutual written consent of the parties or at such other time as the parties may agree in the written consent.

(5) Return of Property. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to OHA all of OHA’s property that is in the possession or under the control of Contractor at that time. This Section 10.e.(5) survives the expiration or termination of this Contract.

(6) Effect of Termination: Upon receiving a notice of termination of this Contract, or upon issuing a notice of termination to OHA, Contractor shall immediately cease all activities under this Contract, unless in a notice issued by OHA, OHA expressly directs otherwise.

11. Stop-Work Order. OHA may, at any time, by written notice to the Contractor, require the Contractor to stop all, or any part of the work required by this Contract for a period of up to 90 days after the date of the notice, or for any further period to which the parties may agree through a duly executed amendment. Upon receipt of the notice, Contractor shall immediately comply with the Stop-Work Order terms and take all necessary steps to minimize the incurrence of costs allocable to the work affected by the stop work order notice. Within a period of 90 days after issuance of the written notice, or within any extension of that period to which the parties have agreed, OHA shall either:

a. Cancel or modify the stop work order by a supplementary written notice; or

b. Terminate the work as permitted by either the Default or the Convenience provisions of Section 10., Default; Remedies; Termination.

ATTACHMENT A – SAMPLE CONTRACT Page 22 of 64

If the Stop Work Order is canceled, OHA may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Contract and the Contract price by a duly executed amendment.

12. Limitation of Liabilities. EXCEPT FOR LIABILITY ARISING UNDER OR

RELATED TO SECTION 9. INDEMNITY, NEITHER PARTY SHALL BE LIABLE

FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR

RELATED TO THIS CONTRACT.

13. Insurance. Contractor shall maintain insurance as set forth in Exhibit C, attached hereto.

14. Records Maintenance, Access. Contractor shall maintain all financial records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor, whether in paper, electronic or other form, that are pertinent to this Contract, in such a manner as to clearly document Contractor's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor whether in paper, electronic or other form, that are pertinent to this Contract, are collectively referred to as “Records.” Contractor acknowledges and agrees that OHA and the Secretary of State's Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all Records for the longest of:

a. Six years following final payment and termination of this Contract;

b. The period as may be required by applicable law, including the records retention schedules set forth in OAR Chapter 166; or

c. Until the conclusion of any audit, controversy or litigation arising out of or related to this Contract.

15. Information Privacy/Security/Access. If the Work performed under this Contract requires Contractor or, when allowed, its subcontractor(s), to have access to or use of any OHA computer system or other OHA Information Asset for which OHA imposes security requirements, and OHA grants Contractor or its subcontractor(s) access to such OHA Information Assets or Network and Information Systems, Contractor shall comply and require all subcontractor(s) to which such access has been granted to comply with OAR 943-014-0300 through OAR 943-014-0320, as such rules may be revised from time to time. For purposes of this Section, “Information Asset” and “Network and Information System” have the meaning set forth in OAR 943-014-0320, as such rule may be revised from time to time.

16. Force Majeure. No party is responsible for delay or default caused by an event beyond its reasonable control. OHA may terminate this Contract upon written notice after reasonably determining the delay or default reasonably prevents performance of this Contract.

17. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract.

ATTACHMENT A – SAMPLE CONTRACT Page 23 of 64

18. Subcontracts; Assignment; Successors. Contractor shall not assign, transfer, or subcontract rights or…