Amendment 2_Reinstatement_Covendis-Oregon ATA_09.08.2022-Executed~1.pdf

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REINSTATEMENT AND AMENDMENT NO. 2 to Participating Addendum No. 9436

This is Reinstatement and Amendment No. 2 to Participating Addendum No. 9436, as amended from time to time (the "Addendum") between the State of Oregon, acting by and through its Department of Administrative Services (DAS), Procurement Services hereafter called "DAS PS" on behalf of state agencies and members of Oregon Cooperative Purchasing Program (ORCPP) and uWork.com, dba Covendis hereafter called "Contractor".

This document is prepared and executed in order to comply with OAR 125-246-0570, pertaining to reinstatement of public contracts. This Reinstatement and Amendment is effective on the date it has been signed by every party and approved in accordance with applicable law.

RECITAL

WHEREAS, these services were originally made available through a National Association of State Procurement Officials (“NASPO”) cooperative agreement, Master Agreement #14PSX0338AA. The State of Connecticut (“CT”), Department of Administrative Services issued a Request for Proposal #14PSX0338 to solicit responses for Information Technology Vendor Managed Services (“Contractors”). Connecticut awarded three master agreements. The Oregon Department of Administrative Services, Procurement Services (“DAS PS”) elected to participate in the cooperative procurement. DAS PS, on behalf of Authorized Purchasers in Oregon conducted a second round competitive selection process and on or about October 1, 2018, awarded a Participating Addendum to one of the three NASPO awarded Contractors, uWork.com dba Covendis (“Covendis”), State of Oregon

PA 9436.

WHEREAS, Oregon’s participation in the NASPO IT Vendor Managed Service Master Agreements, PA #9436, expires on 8/31/2022 and because CT cannot extend the Master Agreement, the Oregon PA cannot be further extended without this Reinstatement and Amendment.

WHEREAS, both parties agree to adopt the terms of the CT Master Agreement #14PSX0338AA, to include Oregon’s Participating Addendum PA #9436 to continue contracting in the same manner.

WHEREAS, the parties wish to reinstate and amend the Addendum.

Therefore, the Addendum is hereby reinstated and amended as follows:

1. The parties hereby adopt and restate the Participating Addendum PA 9436, as amended (attached hereto as Exhibit 1 for the PA and Exhibit 2 for the Amendment #1 to the PA), as set forth in this Amendment #2.

2. The Term as amended expires August 31, 2025.

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3. The parties hereby adopt the terms and conditions of the CT Master Agreement #14PSX0338AA, attached hereto as Exhibit 3 in its entirety subject to the provisions set forth in this Amendment #2.

4. The parties hereby delete all references to NASPO Value Point and

Connecticut as set forth in the Master Agreement and replace such references with DAS PS or the State as applicable.

5. Section 17 of Addendum Exhibit 1, is hereby modified as follows:

SECTION 17; MERGER CLAUSE; WAIVER

This Addendum, including the Master Agreement and the exhibits attached to this Addendum, constitutes the entire agreement between the parties on the subject matter hereof, and supersede all prior agreements, oral or written. There are no understandings, agreements, or representations, oral or written, between these parties that are not specified in this Addendum. Notwithstanding the foregoing sentence, all executory Work Orders issued under the Addendum prior to the effective date of this Amendment remain in effect as well as any Work Orders in negotiation and all active Requisitions. No waiver, consent, modification or change of terms of this Addendum binds either party unless in writing and signed by both parties and all necessary State approvals have been obtained. Such waiver, consent, modification or change, if made is effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Addendum does not constitute a waiver by the State of that or any other provision.

6. Contractor shall comply with the prohibition set forth in ORS 652.220.

Contractor must not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with any other employee or person. Contractor must not retaliate against any employee who discusses the employee’s rate of wage, salary, benefits or other compensation with any other employee or person.

7. Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United State Department of the Treasury and currently found at:

http://www.treas.gov/offices/enforcement/ofac/sdn/tllsdn.pdf.

8. Contractor is bound by and will comply with all requirements, terms and conditions contained in this Addendum.

Except as expressly amended above, all other terms and conditions of the Addendum are still in full force and effect. Contractor certifies that the representations, warranties and certifications contained in the Addendum are true and correct as of the effective date of this Amendment and with the same effect as though made at the time of execution of the Amendment.

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The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that: (a) The undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Addendum and to execute this Addendum on behalf of Contractor; (b) the number set forth below is Contractor’s correct taxpayer identification number; (c) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) 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 (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (d) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, for a period of no fewer than six calendar years preceding the Effective Date of this Amendment, Contractor has faithfully has complied with and is not in violation of: (i) all tax laws of this state, including but not limited to ORS 305.380 (4), ORS 305.620 and ORS chapters 316, 317, and 318;(ii) any tax provisions imposed by a political subdivision of this state 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 this state 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; (e) Contractor is an independent contractor as defined in ORS 670.600; (f) if required by 40CFR1506.5(c), Contractor has no financial or other interest in the outcome of the project; (g) 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;

(h) Contractor __is / __is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check one); and (i) in the event that Contractor is a general partnership or joint venture, that Contractor signature(s) on this Amendment constitute certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this Amendment.

AGREED:

uWork.com, dba Covendis

By: ____________________________________

Title: ___________________________________

Date: _________________________

President

9/8/2022

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Department of Administrative Services, Procurement Services

By: _____________________________________

Title: ____________________________________

Date: ________________________

Approved pursuant to ORS 291.047

By: Karen Johnson via email dated 8/30/2022 Sr. Assistant Attorney General

9/08/2022

IT Procurement Strategist

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REINSTATEMENT AND AMENDMENT NO. 2 to