ATA_Covendis_PA 9436_Amend_1_Executed.05.23.2022~1.pdf

AMENDMENT #1 to

PARTICIPATING ADDENDUM #9436

This is Amendment #1 to Participating Addendum #9436 dated August 2, 2019, as amended from time to time (the “Addendum”), between the State of Oregon, acting by and through its Department of Administrative Services, State Procurement Office, hereafter called “DAS” or “State” and uWork.com, Inc. dba Covendis Technologies, a Delaware corporation (“Contractor”). This Amendment is effective on the date it has been signed by every party and approved in accordance with applicable law.

PURPOSE

The purpose of this Amendment is to:

1. To add Deliverables based work.

AGREEMENT

The Addendum is hereby amended as follow:

1. The introductory paragraph of the Addendum is amended as follows (new language is indicated in underlined bold text; deleted language is indicated in [brackets] and strikethrough text):

The following products or services are included in this Addendum:

• Information Technology contingent workforce and services related to vendor management

• Information Technology contingent workforce and services, including hourly based and project or deliverables based services

The following products or services are not included in this Addendum:

• Non-IT related services (i.e. doctor, nurse, clerk, architect)

• Software and/or Hardware

2. Section 1 of the Master Agreement Terms and Conditions section of the Addendum is amended as follows (new language is indicated in underlined bold text; deleted language is indicated in [brackets] and strikethrough text):

1. Scope: This Addendum covers Information Technology Vendor Managed Services led by the State of Connecticut for use by state agencies and other entities located in the Participating State authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official. The Scope is limited to includes IT professional services offered on an hourly basis and IT professional services offered on a project or deliverable based basis for the Information Technology services. The initial services allowed under this Addendum are listed in Exhibit 3 of the Master

Agreement. Additional Information Technology service titles for IT professional services can be added via an amendment to this Participating Addendum or as otherwise mutually agreed upon by the parties.

This Addendum establishes an agreement to agree between Contractor and DASPS pursuant to ORS 279B.140 and includes the provisions of the Master Agreement, modified as set forth below. The Lead State may amend the Master Agreement from time to time; all amendments to the Master Agreement are incorporated into and made a part of this Addendum without further approval. The services offered under the Master Agreement that are available under this Addendum are described above. This Addendum contains additional terms and conditions specifically applicable to individual Work Orders between Contractor and Authorized Purchasers. In the event of a conflict between the terms and conditions of this Addendum and the Master Agreement, the following order of precedence applies:

a) this Addendum, less its exhibits;

b) Exhibit No. 1 of the Addendum (State Specific Terms and Conditions);

c) Exhibit No. 2 of the Addendum (Insurance);

d) Exhibit No. 3 of the Addendum Performance Standards and Metrics;

e) Exhibit No. 4 of the Addendum (Form Work Order) [and];

f) the Master Agreement, as amended from time to time, including its attachments; and

g) Exhibit No. 5 of the Addendum (Project Based Work Order Form and Statement of Work).

3. Addendum Exhibit No. 1, Section 1, Definitions section is hereby amended to add the following:

“Acceptance Criteria” means the standards listed in a Work Order which characterize the Authorized Purchaser’s specific requirements and conditions that must be satisfied by the Contractor for the Authorized Purchaser to accept the completed Deliverables.

“Acceptance Testing” means testing as described in a Work Order to be performed by Contractor to determine that Deliverable(s) meet the Acceptance Criteria.

“Authorized Purchaser Intellectual Property” means any intellectual property that is owned by Authorized Purchaser, including but not limited to any data stored on or collected by or through the VMS and all materials, concepts, data or other proprietary information. Authorized Purchaser Intellectual Property includes any derivative works and compilations of any Authorized Purchaser Intellectual Property.

“Contractor Intellectual Property” means any intellectual property that is owned by Contractor and contained in or necessary for the use of the Deliverables. Contractor Intellectual Property includes Documentation, and derivative works and compilations of any Contractor Intellectual Property.

“Deliverables” means (1) any items and materials, and all related legal rights to own or use such items and materials, delivered to Authorized Purchaser pursuant to a Work Order, as listed in the Statement of Work, including but not limited to the System(s); and (2) all other materials that Contractor delivered under a Work Order in the course of performance of the Work, whether owned or developed by Contractor, Contractor’s Staff or any other third party.

“Delivery Schedule” means the schedule(s) for the performance of Work, as set forth in a Work Order that lists: (1) each Deliverable, including its measurable attributes; (2) payment schedule

“Errors” mean defect(s) in the Deliverables, Work or Work Product such that the Work or Work Product do not comply with the specifications set forth in a Work Order.

“Final Acceptance” means the date upon which Authorized Purchaser provides Contractor written notice that it has accepted all the Work to be performed, including all Deliverables or when applicable the System to be delivered, including any updates, corrections, or additions to content, and that Authorized Purchaser will make payment for Work performed. The Warranty Period shall commence upon Final Acceptance.

“Project Based Work Order” or “Work Order” means a contract entered into between Authorized Purchaser and have a defined statement of work and set Deliverables. Project Based Work Orders are performance-based contracts structured around the Deliverables to be achieved as opposed to the manner by which the work is to be performed. The Statements of Work in Project Based Work Orders describe the required results in clear, specific and objective terms with measurable outcomes.

“Statement of Work” means the components of a Work Order that include but are not limited to an introduction, project objectives, definitions, detailed tasks (and subtasks if needed), measurable Deliverables that correlate with tasks, acceptance criteria, delivery and payment schedule.

“System” or “Systems” means one or more of the Authorized Purchaser’s integrated computer software application and database systems that may be modified, converted, created or enhanced by Contractor for Authorized Purchaser under a Work Order. System includes but shall not be limited to all related technical design documents, software, databases, database schemas, formats, documentation, reports, memoranda, studies, plans, designs, specifications, statements, drawings, materials, exhibits, schedules and other documents or materials, in whatever media, developed by Contractor in the performance of Work under a Work Order, as more fully described and specified in a Work Order.

“Third Party Intellectual Property” means any intellectual property owned by parties other than Authorized Purchaser or Contractor or Subcontractors and contained in or necessary for the use, or optimal use, of the Deliverables. Third Party Intellectual Property includes Third Party materials, ideas, concepts, data and proprietary information, and derivative works and compilations of any Third Party Intellectual Property. Third Party Intellectual Property does not include Subcontractor Intellectual Property.

“Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know-how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Subcontractor(s) or their agents (either alone or with others) pursuant to a Work Order. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Authorized Purchaser Intellectual Property, Contractor Intellectual Property, Subcontractor Intellectual Property or Third Party Intellectual Property.

4. Addendum Exhibit No. 1, Section 2, Work Orders, is hereby amended to include the following:

(Note: The entire Section 2.5 is new)

2.5 PROJECT OR DELIVERABLE BASED WORK ORDERS, ADDITIONAL TERMS AND

CONDITIONS:

2.5.1 WORK. From time to time, Authorized Purchaser may request and issue certain Project or Delivered based Work Order(s) for Services as described in the Master Agreement and Addendum. Authorized Purchaser has not contracted for, and will have no obligation to pay for, any work or services other than the Work set forth in a Work Order.

2.5.1.1 DELIVERY SCHEDULE. Contractor shall complete the Work as set forth in a Work Order by no later than the dates set for completion in Work Order. Interim delivery dates, both critical and non-critical, are also set forth in the Work Order.

2.5.1.2 CONTRACTOR REPORTING. The Authorized Purchaser may schedule weekly or monthly meetings to be held between the Authorized Purchaser Authorized Representative and the Contractor Authorized Representative, Contractor Staff or Key Person as identified in the Work Order, or their respective Project Managers or delegates, to ensure that progress and performance is in accordance with the requirements of the Work Order and the Delivery Schedule. During the meetings, progress and performance will be tracked by reviewing the Deliverables, Delivery Schedule and the issues log as described in a Work Order. The issues log must be maintained by the Contractor and distributed to meeting participants as requested by Authorized Purchaser. Meetings may include members of Authorized Purchaser’s systems maintenance staff and may include additional Authorized Purchaser staff that will use or maintain the System after it is installed and tested. Contractor agrees to attend additional periodic review sessions with Authorized Purchaser at Authorized Purchaser’s request.

2.5.1.3 DELIVERY SCHEDULE MODIFICATION. Upon the occurrence of potential delays in the completion of Work as set forth in Work Order, Contractor may request an extension of time or other modification of the Delivery Schedule. Notwithstanding Contractor’s ability to request an extension or other modification of the Delivery Schedule, Authorized Purchaser is not required to grant such extension or modification.

The Delivery Schedule is fixed and may only be changed by a written amendment to a Work Order, signed by both parties, as provided in this Addendum.

2.5.1.4 DESCRIPTION OF DELIVERABLES. Contractor shall manage the completion of all Work, Deliverables and Documentation using methodology that conforms to applicable standards and accepted practice in the industry. All Deliverables shall be defined in accordance with the criteria for Deliverables published by Authorized Purchaser to describe Work or complete Deliverables and Documentation. All Deliverables shall be completed so as to be easily understood and implementable by Authorized Purchaser and any other Authorized Purchaser contractors familiar with principles and recommended practices endorsed by Authorized Purchaser, or if not addressed by Authorized Purchaser at least known to be generally accepted principles and recommended practice in the industry. With regard to Deliverables that contain any software code, Contractor shall deliver the System and all Deliverables to Authorized Purchaser in both the machine-readable object code version and the human-readable source code version.

2.5.1.5. ACCEPTANCE. If, upon completion of Acceptance Testing and inspection of a Deliverable Authorized Purchaser determines that: (1) the Deliverable is in compliance with the specifications in a Work Order, and (2) Contractor is not otherwise in breach of any warranty with respect to such Deliverable or the Work Order, Authorized Purchaser shall provide Contractor with written notice of Authorized Purchaser’s Final Acceptance of Deliverable. Authorized Purchaser’s Final Acceptance of any Deliverable will not be construed as a waiver of Authorized Purchaser’s rights under the Work Order for any defect that was not discovered, or reasonably could have been discovered by Authorized Purchaser in testing such Deliverable.

2.5.1.6 NONCONFORMING DELIVERABLES; OPPORTUNITY TO CURE. If upon the performance of Acceptance Testing or inspection of a Deliverable Authorized Purchaser determines that such Deliverable does not conform with the criteria set forth in a Work Order (a “Nonconforming Deliverable”), Authorized Purchaser shall notify Contractor in writing of such nonconformity within the Inspection Period (“Notice of Nonconformity”). Delivery of a Notice of Nonconformity by Authorized Purchaser will constitute rejection of the Deliverable, provided the Deliverable does not substantially conform to the criteria set forth in a Work Order. If a Deliverable is rejected by Authorized Purchaser, Contractor will have an opportunity to cure nonconformities in Nonconforming Deliverables (“Delivery Cure”), provided that such cure is completed and the cured Deliverables are re-delivered to Authorized Purchaser within thirty (30) calendar days of the date of the Notice of Nonconformity (“Delivery Cure Period”), at no cost to Authorized Purchaser. In the event Contractor conducts a Delivery Cure and delivers the ostensibly cured Nonconforming Deliverable to Authorized Purchaser, Authorized Purchaser will again have the right to inspect and conduct Acceptance Testing and accept or reject, such Deliverable as if Contractor were delivering the Deliverable for the first time, and such Acceptance Testing, inspection, and acceptance or rejection, will be governed by the terms and conditions set forth in this Section.

Contractor will have one Delivery Cure Period to remedy any nonconformity in Nonconforming Deliverables unless the parties agree otherwise in writing. Contractor shall bear all costs of Delivery Cure and redelivery.

2.5.1.7 REMEDY IF NO ACCEPTANCE. In the event that there is no acceptance of a given Deliverable by Authorized Purchaser following a Delivery Cure Period, Authorized Purchaser has the right, at its sole option, to do one or more of the following: (i) retain the Deliverable (including any applicable documentation), whether conforming or nonconforming, with rights to Authorized Purchaser as set forth in this Addendum if applicable and pay Contractor an amount calculated by determining the percentage of Services completed on the Deliverable and applying that percentage to the price for the Deliverable set forth in the Work Order Statement of work, not to exceed amount for the Deliverable set forth in the Work Order Statement of Work, and any authorized expenses incurred (ii) extend the Delivery Cure Period; (iii) suspend its performance or terminate the Work Order for cause without providing Contractor any additional cure period described therein, including but not limited to the Delivery Cure Period; or (iv) exercise any other rights in the Work Order, in law, at equity, or otherwise. Acceptance by Authorized Purchaser of any interim Deliverable does not waive Authorized Purchaser’s right to inspect and accept or reject the final Deliverable or accept or reject the Deliverable or System if it does not perform in accordance with or otherwise conform to the Work Order.

2.5.1.8 ERROR CORRECTION. During the Term or any Warranty Period of a Work Order, Contractor shall correct all errors found in the Deliverables at no cost to the Authorized Purchaser.

2.5.2 PRICING FOR PROJECT BASED WORK ORDERS. Project Based Work Orders shall include a fixed price for each Deliverable. The overall price of a Project Based Work Order is determined by combining the fixed price costs for each Deliverable and adding any approved expenses. Pricing for Deliverables shall be determined by reference to the rate card and shall reflect the amount of hours to be expended by anticipated resources to be employed on the Deliverable. Notwithstanding that Contractor may employ other cost elements in determining the fixed price for a Deliverable such elements shall use the anticipated resources and their rates from the rate card to make such calculations.

2.5.3 DOCUMENTATION. Contractor acknowledges that providing high quality Documentation in connection with ITPS, the System and other Deliverables is an essential component of the

Work to be provided under a Work Order and that all Documentation must meet or exceed applicable industry standards. The parties will cooperate in good faith to determine and document a standard quality and formatting for the Documentation (the “Documentation Standard”). The Documentation Standard agreed upon by Contractor and Authorized Purchaser must be included in the Work Order. All Documentation created by Contractor under a Work Order must meet or exceed applicable industry standards.

2.5.4 PAYMENT. Subject to the requirements of Section 4 of the Addendum, Authorized Purchaser shall pay Contractor the cost of each Deliverable identified in the Work Order. In no event shall the cost exceed the fixed price associated with that Deliverable in the Work Order.

Prices and the payment schedule for Deliverables are set forth in the pricing schedules in the Work Order. Interim payments shall be made only in accordance with the Work Order and are subject to the provisions in the Addendum and below.

2.5.4.1 INVOICES. Authorized Purchaser shall pay Contractor upon submission of a sufficiently detailed invoice for Work performed. Invoices must be delivered to the Authorized Purchaser Authorized Representative (or delegate) identified in the Work Order. Such invoices must describe all Work performed that month with particularity and by whom it was performed, including name and job title and reference to the specific activity. All invoices shall itemize and explain all expenses for which reimbursement is claimed. Authorized Purchaser will have the right to review each invoice for compliance with the requirements of this Addendum. and any other relevant provisions of the Work Order. If Contractor uses a billing agent, responsibility for billing errors remains with Contractor.

2.5.4.2 LIMIT ON PAYMENTS. Contractor shall not submit invoices for, and Authorized Purchaser shall not pay, any amount in excess of the fixed fee payable under the Work Order. If this fixed fee amount is increased by amendment of the Work Order, the amendment must be fully effective before Contractor performs Work subject to the amendment. Contractor shall notify Authorized Purchaser’s Authorized Representative in writing, thirty (30) calendar days before the Work Order expires, of the upcoming expiration of the Work Order. No payment will be made for any Work performed before the beginning date or after the expiration date of the Work Order, as it may be amended from time to time in accordance with its terms.

2.5.4.3 DUAL PAYMENT. Contractor shall not be compensated for Work performed under the Work Order from any State of Oregon agency or ORCPP member other than Authorized Purchaser.

2.5.4.4 RETENTION AMOUNT. Authorized Purchaser shall be permitted to hold back an amount (the "Retention Amount") of at least ten percent (10%) of any amounts payable by Authorized Purchaser to Contractor for each Deliverable in a Project Based Work Order. Authorized Purchaser shall pay the Retention Amount applicable to the Work and associated Deliverable within thirty (30) calendar days following the date of Final Acceptance of all of the Deliverables and Warranty Period.

2.5.4.5 EXPENSES. Authorized Purchaser will not pay any expenses incurred by Contractor during the completion of Work without prior written approval of Authorized Purchaser and included in a Work Order. Notwithstanding any provision of a Work Order to the contrary, all payments by Authorized Purchaser for Contractor’s expenses are subject to the provisions of this Addendum and the limitations on expenses set forth in the State of Oregon Accounting Manual.

2.5.4.6 PAYMENT OF CLAIMS. If Contractor fails, neglects or refuses to pay promptly, as due, any claim for labor or services furnished to Contractor or any Subcontractor by any person in connection with the Work provided under a Work Order, Authorized Purchaser may pay such claim and charge the amount of the payment against funds due or to become due Contractor under the Work Order. The payment of a claim in the manner authorized in this paragraph shall not relieve Contractor or its surety from obligation with respect to any unpaid claims.

2.5.5 AUTHORIZED PURCHASER’S AUTHORIZED REPRESENTATIVE. Authorized Purchaser’s Authorized Representative for a Work Order is the individual listed as such in the Work Order.

In the event Authorized Purchaser’s Authorized Representative is unavailable, Authorized Purchaser may designate, in writing, a temporary Authorized Representative until such time as Authorized Purchaser’s Authorized Representative is available or until Authorized Purchaser designates a new Authorized Representative. Authorized Purchaser’s Authorized Representative shall act as a liaison between Authorized Purchaser and Contractor and is authorized to respond to Contractor’s requests for information, review all Work performed, and approve Deliverables and payments under the Work Order.

2.5.6 OWNERSHIP RIGHTS.

2.5.6.1 WORK PRODUCT. Unless otherwise agreed, Authorized Purchaser owns all Work Product. Authorized Purchaser grants Contractor a non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Work Product, and to authorize others to do the same on Contractor’s behalf. Contractor may sublicense Work Product to its Subcontractors.

2.5.6.2 CONTRACTOR INTELLECTUAL PROPERTY. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Authorized Purchaser pursuant to the Services performed under a Work Order Contract. Contractor grants a non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property, and to authorize others to do the same on Authorized Purchaser’s behalf.

2.5.6.3 SUBCONTRACTOR INTELLECTUAL PROPERTY. Contractor shall enter into a written agreement with each of its Subcontractors that provides for the following:

a. That Subcontractor shall assign to Authorized Purchaser all right, title, and interest in and to any and all of Subcontractor’s intellectual property rights embodied in the Work Products and Deliverables to whose creation the Subcontractor contributed.

b. That, to the extent any of Subcontractor’s rights in the Work Product or any other Deliverable are not subject to assignment or transfer under Contractor’s agreement with Subcontractor, including without limitation any moral rights (including any rights of attribution and of integrity), Subcontractor unconditionally waives its enforcement of such rights, and that Subcontractor shall not challenge Authorized Purchaser’s rights in the System or other Work Product or Deliverables.

c. That, with respect to any Subcontractor Intellectual Property and materials, Subcontractor grants to Authorized Purchaser a nonexclusive, perpetual, irrevocable, royalty-free, fully paid up, worldwide right and license to:

d. Use, copy, edit, format, modify, translate and create derivative works of the Subcontractor Intellectual Property and materials, in source code and object code form, in all media now known or hereafter created, for the sole internal use on Authorized Purchaser projects.

e. Reproduce, license, rent, lease or otherwise distribute and have reproduced, licensed, rented, leased or otherwise distributed to and by third parties, the Subcontractor Intellectual Property and materials and all derivatives and modifications thereof created pursuant to this Addendum, for the sole internal use on Authorized Purchaser projects.

f. Grant the rights set forth in this Addendum in the Subcontractor Intellectual Property and materials to third parties, including the right to license such rights to further third parties, for the sole internal use on Authorized Purchaser projects.

g. The foregoing license grants include a license under any current or future patents owned or licensable by Subcontractor to the extent necessary: (i) to exercise any license right granted herein; and (ii) to combine the System or other Work Products or Deliverables, including without limitation the Subcontractor Intellectual Property and materials, with any hardware and software.

h. That Subcontractor will execute and deliver such instruments and take such other action as may be requested by Contractor or Authorized Purchaser to perfect or protect Contractor’s or Authorized Purchaser’s rights in the Work Products and the Deliverables and to carry out the assignments set forth in this Section , and that Subcontractor shall execute any instruments and do all other things reasonably requested by Contractor or Authorized Purchaser (both during and after the term of the Work Order) in order to vest more fully in Authorized Purchaser any and all ownership rights in those items transferred by Subcontractor to Contractor or Authorized Purchaser. The written agreement shall also provide that in the event that Contractor or Authorized Purchaser is unable, after reasonable effort, to secure Subcontractor’s signature on any letters, patent, copyright, or other analogous protection relating to the System, Work Products or a Deliverable, for any reason whatsoever, Subcontractor irrevocably designates and appoints Contractor and Authorized Purchaser, and their duly authorized officers and agents, as Subcontractor’s agents and attorneys-in-fact, to act separately for and in its behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright registrations, and other analogous protection, including extensions and renewals thereon, with the same legal force and effect as if executed by Subcontractor.

i. That the Authorized Purchaser is an intended third party beneficiary of the Contractor’s agreement with its Subcontractor with respect to the provisions regarding ownership and license of work product and Deliverables that Subcontractor produces and delivers to either Contractor or directly to Authorized Purchaser.

j. Disputes and Disclosures. In any dispute over ownership rights, Subcontractor shall have the burden of proving prior or independently developed rights by clear and convincing proof.

2.5.6.4 AUTHORIZED PURCHASER INTELLECTUAL PROPERTY; DATA AND BACKGROUND

INFORMATION. Authorized Purchaser owns all Authorized Purchaser Intellectual Property and Authorized Purchaser data and background information provided to Contractor pursuant to this Contract. Authorized Purchaser grants Contractor a non-exclusive, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Authorized Purchaser Intellectual Property and Authorized Purchaser data and background information only to fulfill the purposes of a Work Order Contract, and to allow Subcontractors to do so on Contractor’s behalf. Authorized Purchaser’s license to Contractor is limited by the term of the Work Order Contract and the confidentiality obligations of the Addendum and Work Order.

2.5.6.5 NO RIGHTS. Except as expressly set forth in the Addendum or the Work Order, nothing in the Addendum or the Work Order shall be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Authorized Purchaser. Except as expressly set forth in the Addendum or the Work Order, nothing in the Addendum or the Work Order shall be construed as granting to or conferring upon Authorized Purchaser any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

2.5.6.6 COMPETING SERVICES. Subject to the provisions of this Addendum and Contractor’s obligations with respect to Confidential Information, nothing in this

Addendum or a Work Order shall preclude or limit in any way the right of Contractor to:

(i) provide the services similar to those contemplated in this Addendum or a Work Order, or, consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables Each party shall be free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under a Work Order free of any use restriction or payment obligation to the other.

2.5.7 RETURN OF PROPERTY FOR PROJECT BASED WOCS Upon termination of a Project Based WOC for any reason whatsoever, Authorized Purchaser is immediately entitled to receive all its property (including without limitation Confidential Information, Confidential Materials or any Deliverable for which Authorized Purchaser has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Authorized Purchaser property is expressed or embodied at that time. Upon termination of a WOC for any reason other than for termination for convenience, Authorized Purchaser is specifically entitled to receive copies of any and all source code, object code and related documentation for Deliverables and derivative works that have been developed by Contractor for Authorized Purchaser at the time of termination. Contractor shall deliver within five (5) Business Days of such termination all such Authorized Purchaser property.

5. Addendum Exhibit No. 1, Section 3 is amended as follows:

During the term of this Addendum and each Work Order entered into hereunder, Contractor shall, at all times, comply with:

• the applicable requirements set forth in DAS/OSCIO Oregon Statewide Information Technology and Information Security Policies, found at, https://www.oregon.gov/das/OSCIO/Documents/2017%20ISO%20Standards%20Oregon .pdf, https://www.oregon.gov/das/OSCIO/Documents/2019StatewideInformationAndCybe rSecurityStandardsV1.0.pdf and

• the performance requirements and expectations specified in the State of Oregon, Office of the State CIO, Vendor Management Program’s New Contractor Onboarding Guide, which is located at:

https://www.oregon.gov/basecamp/Documents/Basecamp_New_Contractor_Onboar ding_Guid e.pdf; and https://www.oregon.gov/das/OSCIO/Documents/2017%20ISO%20Standards%20Oregon.pdf https://www.oregon.gov/das/OSCIO/Documents/2017%20ISO%20Standards%20Oregon.pdf https://www.oregon.gov/das/OSCIO/Documents/2019StatewideInformationAndCyberSecurityStandardsV1.0.pdf https://www.oregon.gov/das/OSCIO/Documents/2019StatewideInformationAndCyberSecurityStandardsV1.0.pdf

• the Performance Standards and Metrics set forth in Exhibit No. 3.

6. Add Addendum Exhibit No. 5, Project Based Work Order and Exhibit No. 5, Attachment 1, Statement of Work, as attached hereto and made a part of 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 this Amendment.

Certification: By signature on this Amendment for Contractor, the undersigned hereby certifies under penalty of perjury 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.

CONTRACTOR:

By: Date:

Raymond Tsao

Title: President

STATE OF OREGON acting by and through its Department of Administrative Services Procurement Services

By: Date:

Title:

State of Oregon, acting by and through Enterprise Information Services

By: Date:

APPROVED PURSUANT TO ORS 291.047

Date: Approval via email dated 2/24/2022 (Email filed in official DAS PS Addendum 0483 file)

5/12/22

5/23/2022

Appproved via email on 4/22/2022

IT Procurement Strategist

4/22/2022

Contract # Work Order Contract #________

Project Name: _________________________

This Work Order Contract # ___________ is between the State of Oregon, acting by and through the _____________________ (“Authorized Purchaser”) and __________ (“Contractor”) (“Work Order Contract” or “WOC”), and is subject to and hereby incorporates by this reference all of the terms and conditions contained in Contract #9436 between the State of Oregon, acting by and through the Department of Administrative Services, Procurement Services (“DASPS”) and Contractor effective ____________.

No Services shall be performed until this WOC is signed by all Parties, all approvals necessary for Authorized Purchaser’s execution of this WOC have been obtained and the Notice-to-Proceed has been issued to Contractor by Authorized Purchaser.

Work Order Contract Termination Date: ______________________

Maximum Not-To-Exceed Compensation. Notwithstanding any other provision of this WOC to the contrary, the Maximum Not-to-Exceed Compensation that Authorized Purchaser will pay to Contractor is _____Dollars ($_____), which includes payment for any allowable expenses for which Contractor may request reimbursement under this WOC.

Authorized Purchaser Authorized Representative or Designated Contact:

Name:

Attn:

Title:

Address:

Contact Telephone Number:

E-Mail Address:

Other Authorized Purchaser Key Persons:

Contractor’s Authorized Representative (if different from Contract) or Other Key Persons:

Name:

Attn:

Title:

Address:

Contact Telephone Number:

E-Mail Address:

Funds Available and Authorized: Authorized Purchaser believes it has sufficient funds currently available and authorized for expenditure to finance the costs of this WOC within Authorized

EXHIBIT No. 5 PROJECT or DELIVERABLES BASED WORK ORDER CONTRACT

Purchaser’s biennial appropriation or limitation. Contractor understands and agrees that Authorized Purchaser’s payment of amounts under this WOC is contingent on Authorized Purchaser receiving appropriations, limitations, or other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of its reasonable administrative discretion, to continue to make payments under this WOC.

This Contract is comprised of this document and the following Exhibits attached hereto and by this reference made a part hereof:

WOC Attachment 1: Statement of Work (“SOW”).

Certification: Any individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury: (a) the number shown on the Addendum is the Contractor’s correct taxpayer identification number; (b) 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; (c) 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 WOC, Contractor is not in violation of and has faithfully has complied with: (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; and (d) Contractor is an independent Contractor as defined in ORS 670.600.

In the event that Contractor is a general partnership or joint venture, any individual(s) signing on behalf of the partnership or joint venture hereby acknowledges, certifies and swears under penalty of perjury that Contractor’s signature on this WOC 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 WOC.

CONTRACTOR

By: ____________________________________

Title: ___________________________________

Date: _________________________

AUTHORIZED PURCHASER

By: _____________________________________

Title: ____________________________________

Date: ________________________

Approved for Legal Sufficiency pursuant to ORS 291.047 by:

(Not required if exempt under OAR 137-045-0050)

By: _____________________________________

Assistant Attorney General

Date: ____________________________________

WOC Attachment 1, Sample Statement of Work

PART I. BACKGROUND

Acceptance Process for Deliverables (Goods and Services):

Contractor will have full responsibility for the Tasks and Deliverables described in this SOW and shall treat the Deliverables and associated Tasks as formal work requirements. A preliminary version of all Deliverables should be submitted to Authorized Purchaser for review and feedback prior to finalizing the Deliverable. Once complete, all Deliverables shall be submitted to Authorized Purchaser for acceptance and approval.

If Authorized Purchaser determines that the Goods or Services do not meet the acceptance criteria, Authorized Purchaser shall notify Contractor in writing of Authorized Purchaser’s rejection of the Services and describe in reasonable detail in such notice Authorized Purchaser’s basis for rejection of the Services. Upon receipt of notice of non-acceptance, Contractor shall, within a 10 day period, modify or improve the Services at Contractor’s sole expense to ensure that the acceptance criteria, and notify Authorized Purchaser in writing that it has completed such modifications or improvements and re-tender the Services to Authorized Purchaser.

Authorized Purchaser shall thereafter review the modified or improved Services within 10 days of receipt of Contractor’s delivery of the Services. Failure of the Services to meet the acceptance criteria after the second set of acceptance tests shall constitute a default by Contractor. Upon such default, Authorized Purchaser may either (i) notify Contractor of such default and instruct Contractor to modify or improve the Services as set forth in this SOW, or (ii) notify Contractor of such default and in which case Contractor shall comply with this SOW.

Removal/Reimbursement. If the Services are rejected or acceptance is revoked, Contractor shall refund any Contract payments that have been made with regard to the Services and shall (at Contractor’s sole cost and expense) remove the Goods within seven (7) calendar days of receiving notice of rejection or revocation of acceptance.

Assumptions:

PART II. TASKS AND DELIVERABLES

A. Contractor Tasks and Deliverables:

Contractor shall:

Task No. 1:

Deliverable No. 1.1:

Deliverable No. 1.1 Due Date:

Deliverable No. 1.2:

Deliverable No. 1.2 Due Date:

Task No. 2:

Deliverable No. 2.1:

Deliverable No. 2.1 Due Date:

Deliverable No. 2.2:

Deliverable No. 2.2 Due Date:

Deliverable Schedule

Deliverable No. Description Due Date

1.1 Effective Date

+ xx days 1.2 2.1 2.2

B. Responsibilities of Authorized Purchaser:

PART III. SPECIAL CONSIDERATIONS

A. Contractor Key Persons:

B. Change Orders: Pursuant to the provisions of Section 9 of the MPSA, Authorized Purchaser may request additional Work from the Contractor as it directly relates to the scope of services described in this SOW. This SOW may be amended for circumstances including:

1. Adjustments to the SOW maximum not-to-exceed compensation;

2. Additional Work, Tasks and Deliverables, including those that become

3. apparent as the project progresses or for Optional Work as defined in Part II of this

SOW;

4. SOW time extensions.

The Addendum is hereby amended as follow: