Att A - Sample Price Agreement.pdf

Attachment A – Draft Price Agreement Page 1 of 38 RFA 6127-0 OB S-44300-00013845/pay Updated: 3/2/2020

ATTACHMENT A-DRAFT PRICE AGREEMENT

Price Agreement Number 000000

STATE OF OREGON

PRICE AGREEMENT

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 Price Agreement is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA,” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Telephone: (required) Facsimile: (required)

E-mail address: (required) Contractor's home page URL, if applicable (optional) hereinafter referred to as “Contractor.”

Work to be performed under this Price Agreement relates principally to OHA’s

Public Health Division, CHP Lead-Based Paint Program

800 NE Oregon St, Suite 640 Portland, OR 97232

Agreement Administrator: Brett Sherry or delegate Telephone: (971) 673-0442

E-mail address: brett.w.sherry@dhsoha.state.or.us mailto:dhs-oha.publicationrequest@state.or.us mailto:brett.w.sherry@dhsoha.state.or.us

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This Price Agreement is entered into by OHA and the Contractor for the purpose of identifying the form of Work Order Contract to be used, the general terms and conditions applicable to subsequent Work Order Contracts (“Work Order Contract or WOC) entered into between OHA and Contractor pursuant to which Contractor will provide “Lead Risk Assessment Services”, “Lead Abatement and Hazard Control Services”, and “Clearance Examiner Services” to OHA, and the process through which the Work Order Contracts will be assigned and authorized.

This Agreement, by itself, is not a binding contract. There is no guarantee that any specific level of work or overall dollar amounts will be authorized for and required of Contractor. Rather, OHA and Contractor intend to enter into binding and enforceable Work Order Contract for lead-based paint (assessments, abatement, interim controls, and clearance) services by execution of a Work Order Contract substantially in the form attached hereto as Attachment 1 that specifies the work to be performed and that makes the terms and conditions set forth in this Agreement applicable to the authorized Work Order Contract. Each executed Work Order Contract shall create a separate Contract between the parties (consisting of the Work Order Contract together with the Price Agreement terms and conditions) enforceable in accordance with the terms thereof and independent of all other such Work Order Contracts.

Work Order Contract Assignment Procedure: Any WOC issued pursuant to this Price Agreement for lead-based paint (assessments, abatement, interim controls, and clearance) services will be issued according to the process described below.

OHA will select a Contractor from among the pool of Price Agreement Contractors. Services are requested by OHA and provided by Contractor on an as-needed basis. As Services are needed, OHA will create a request specific to each project and email that request to Price Agreement Contractor(s) directly. The email request may include but will not be limited to, required Contractor information, selection criteria, the date and time for receipt of response, an estimated costs for the project, a description of the project, and any other project-specific details. OHA will select a Contractor based on one or more of the criteria below. In the event that two or more Contractors meet the criteria, OHA may authorize services on a rotating basis.

(a) Availability of certified personnel

(b) Geographic proximity of Contractor to the work site

(c) Contractor’s capacity to provide Services within the required timeframe

(d) Contractor’s level of expertise

(e) Hourly Rates/Cost

(f) Contractor’s past performance providing services for OHA using any or all of the following criteria:

o Quality of service o Ability to meet delivery schedules o Effectiveness of communication and coordination.

OHA will negotiate the WOC with the selected Contractor. OHA may further define the selection process when the Price Agreement(s) are awarded. OHA reserves the right to, by a separate solicitation process, engage Contractors that may not be parties to this Price Agreement with OHA.

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The Contractor will perform, and OHA shall pay for work only when performed under an executed WOC. An individual WOC will authorize the work particular to each event.

1. Effective Date and Duration.

a. This Price Agreement shall become effective on the date this Price Agreement has been fully executed by every party and, when required, approved by Department of Justice or on [insert date], whichever date is later. Unless extended or terminated earlier in accordance with its terms, this Price Agreement shall expire on [insert date].

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

b. Upon termination or expiration of the Price Agreement, and at the request of OHA, the Contractor will continue to provide the services and meet the obligations under any applicable Work Order Contract unless such Work Order Contract is otherwise terminated pursuant to the terms and conditions of the Work Order Contract. If the Contractor provides services under any applicable Work Order Contract during the period following the termination or expiration of the Price Agreement, the terms and conditions and pricing of such Work Order Contract shall remain in effect.

2. Price Agreement Documents.

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

Exhibit A, Part 1: Statement of Work Exhibit A, Part 2: Payment and Financial Reporting Exhibit A, Part 3: Special Provisions Exhibit B: Standard Terms and Conditions Exhibit C: Insurance Requirements Attachment 1: Work Order Contract form There are no other contract documents unless specifically referenced and incorporated in this Price Agreement.

b. This Price Agreement and the documents listed in Section 2, Price Agreement Documents, Subsection a. above, shall be in the following descending order of precedence: this Price Agreement less all exhibits, Exhibits B, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor are subject to the project-specific budget authorized by Work Order Contracts issued under this Price Agreement. OHA will not pay Contractor any amount in excess of the not-to-exceed compensation authorized by each Work Order Contract for completing the Work, and will not pay for Work performed before the date this Price Agreement becomes effective or after the termination or expiration of any individual Work Order Contract issued under this Price Agreement. If the maximum compensation of a Work Order Contract is increased by amendment of the Work Order Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

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b. 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 a Work Order Contract. For purposes of this Price Agreement, “Work” means the tasks or services and deliverables accepted by OHA as described in each authorized Work Order Contract.

4. Vendor or Sub-Recipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.102, OHA’s determination is that:

Contractor is a sub-recipient Contractor is a vendor Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Price Agreement: CFDA number will be specific to each Work Order Contract.

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5. Contractor Data and Certification.

a. Contractor Information. Contractor shall provide information set forth below.

This information is requested pursuant to ORS 305.385.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

If Contractor is self-insured for any of the Insurance Requirements specified in Exhibit C of this Price Agreement, Contractor may so indicate by: (i) writing “Self-Insured” on the appropriate line(s); and (ii) submitting a certificate of insurance as required in Exhibit C, Section 9.

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 Contractor Proof of Insurance, as required by Exhibit C:

All insurance listed must be in effect at the time of provision of services under this Price Agreement.

Commercial General Liability Insurance Company: ____________________________________ Policy #: ______________________________________ Expiration Date: ________________ Automobile Liability Insurance Company: ___________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Pollution 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: ________________ Business Designation: (Check one box):

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

Contractor shall provide proof of Insurance upon request by OHA or OHA designee.

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b. Certification. The 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 Price Agreement or to the project for which work is being performed. The 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 Price Agreement, 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. Without limiting the generality of the foregoing, by signature on this Price Agreement, the Contractor hereby certifies that:

(1) Under penalty of perjury the undersigned is authorized to act on behalf of

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

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

(2) The information shown in this Section 5., Contractor Data and Certification, is Contractor’s true, accurate and correct information;

(3) 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;

(4) 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 States Department of the Treasury and currently found at:

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf;

(5) 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” found at:

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

(6) 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.

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf https://www.sam.gov/portal/public/SAM/

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c. Contractor is required to provide their Federal Employer Identification Number (FEIN) or Social Security Number (SSN) as applicable to OHA. By Contractor’s signature on this Price Agreement, Contractor hereby certifies that the FEIN or SSN provided is true and accurate. If this information changes, Contractor is required to provide OHA with the new FEIN or SSN within 10 days.

CONTRACTOR, BY EXECUTION OF THIS PRICE AGREEMENT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS PRICE AGREEMENT,

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

CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO

NECESSARY STATE APPROVALS

6. Signatures. This Price Agreement 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 Price Agreement and any amendments so executed shall constitute an original.

Contractor Name By:

Authorized Signature Title Date

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

Authorized Signature Title Date

Approved for Legal Sufficiency

No Required per OAR 137-045-0030(1)(a)

Assistant Attorney General Date

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EXHIBIT A

Part 1 Statement of Work

1. Overview, Background and Purpose:

The Environmental Protection Agency (EPA) issued the Renovation, Repair and Painting (RRP) rule on April 22, 2008, to protect children and adults against the hazardous lead dust and chips that are disturbed during common renovation activities like sanding, cutting, and demolition in target housing and child-occupied facilities built before 1978.

In 2010, the EPA gave the Oregon Construction Contractors Board (CCB) and the Oregon Health Authority (OHA) the authority to administer the rule in Oregon.

The 2021 Oregon Legislature expanded the regulatory authority of OHA’s Lead-based Paint Program by passing House Bill 2077 which allows OHA to contract with a third party (Contractor) to obtain lead-based paint Risk Assessments, Abatement and Clearance of lead hazards (lead-based paint activities) when OHA has reason to believe a violation of lead-based paint regulations has occurred. OHA has authority to impose civil penalties for violations, impose costs related to the lead-based paint activities, and impose liens for costs.

The OHA Public Health Division’s Lead-based Paint Program is issuing this Contract for the necessary lead-based paint activities (assessments, abatement, interim controls, and clearance) required to enforce compliance with applicable laws, pursuant to Oregon Administrative Rule, Chapter 333, Division 67 Remediation of lead-based paint hazards in target housing and child-occupied facilities.

2. Definitions:

For the purposes of this Contract, capitalized words are defined in OAR 125-246-0110, Code of Federal Regulations (CFR) Title 40, Subsection 745, or as defined below:

• “Abatement” means any measure or set of measures designed to permanently eliminate lead-based paint hazards as defined in 40 CFR § 745.223.

• “Certified Abatement Worker” means an individual who has been trained by an accredited training program and certified by OHA to conduct lead abatements in compliance with applicable state and federal laws and regulations.

• “Clearance Inspector” means an individual who has been trained by an accredited training program and certified as a risk assessor or lead-based paint inspector by OHA to conduct visual and quantitative environmental evaluation procedures to determine that no lead-based paint hazards remain in the area being cleared after lead hazard controls or paint-disturbing renovation or maintenance have been done.

• “Certified Risk Assessor” means an individual who has been trained by an accredited training program and certified by OHA to conduct risk assessments. A risk assessor also samples for the presence of lead in dust and soil for the purposes of abatement clearance testing.

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• “Discipline” means one of the specific types or categories of lead-based paint activities for which individuals may receive training from accredited programs and become certified by OHA, e.g., Certified Abatement Worker, Certified Abatement Supervisor, and Certified Risk Assessor.

• “Lead-Based Paint Activities” means, in the case of target housing and child-occupied facilities, Inspection, Risk Assessment, and Abatement, as defined in 40

CFR 745.223.

• “National Lead Laboratory Accreditation Program (NLLAP)” means an EPA program, pursuant to the Toxics Substances Control Act section 405(b), that defines the minimum requirements that a laboratory must meet to be capable of performing an analysis for lead compounds in paint, soil, and dust.

• “Risk Assessment” means an on-site investigation by a Certified Risk Assessor to determine the presence, type, severity, and location of lead-based paint hazards, and the provision of a written report explaining the results of the investigation and options for reducing lead-based paint hazards.

• “Third Party” means a person or entity who performs a renovation, as defined in OAR 333-070-0200, or a lead-based paint activity, as defined in OAR 333-069- 0100, on behalf of another person or entity.

3. Specifications or Performance Standards.

OHA requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

Each Service Discipline in Section 4 below requires training from an accredited training provider, Certification from OHA, Oregon Construction Contractors Board (CCB) licensing, and compliance with all relevant laws, statutes, rules, regulations, guidelines and policies regarding lead-based paint activities issued by the US Department of Housing and Urban Development (HUD), the Oregon Health Authority (OHA), the Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA) and, if using X-ray fluorescence (XRF) in testing, licensing by OHA’s Radiation Protection Services.

Contractor must utilize a laboratory included in the National Lead Lab Accreditation Program for analysis of all paint chips, dust, and soil samples.

4. Description of Services:

The scope of work consists of three Lead-Based Paint Activities (Disciplines): “Lead Risk Assessment Services”, “Lead Abatement and Hazard Control Services”, and “Clearance Examiner Services”. The Work Order Contract used to order services under this Agreement will indicate which Service Discipline(s) Contractor will provide for a specified project.

Unless otherwise specified by OHA, Contractor shall possess or provide all labor, materials, equipment, supplies, transportation, facilities, services, permits, certifications, and licenses necessary to perform the Work. Reimbursable expenses are described in Part 2, “Payment and Financial Reporting” of this Exhibit A.

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OHA reserves the right to order additional Services not specified in this Section 4. from Contractor. OHA will request a quote from Contractor for additional Services not specified in this Section 4. Upon OHA’s approval of the quote, OHA will initiate an amendment to this Price Agreement to add additional Services, if any, to this Section 4.

Contractor shall comply with all federal, state, and local laws, regulations, and ordinances, as may be adopted, or amended from time to time, applicable to the three Service Disciplines below in subsections a., b., and c. OHA may assess civil penalties to Contractor for violations under OAR 333-067-0115 and 333-069-0110.

a. Lead Risk Assessment Services

Tasks:

Perform on-site investigation to determine the existence, nature, severity, and location of lead-based paint hazards and prepare a report detailing the findings and provide recommendations for measures needed to reduce or eliminate any lead-based paint hazards identified that are reasonably related to the renovation or lead-based paint activity.

(1) Investigation and visual assessment of building and paint condition.

(2) Conduct sampling of dust, paint, and/or soil as indicated. Lead in deteriorated paint should be measured with XRF.

(3) Submit samples to a National Lead Laboratory Accreditation Program

(NLLAP) laboratory for analysis.

(4) Interpret the laboratory results.

(5) Analyze the collected data, integrating the lab results, visual assessment, XRF measurements, and any other data collected to determine the presence or absence of lead-based paint hazards.

(6) In addition to the requirements for risk assessments found in OAR chapter 333, division 69 (and by reference 40 CFR 745.227(d)) a risk assessment obtained under this Agreement must include:

(a) Dust wipe samples taken in accordance with clearance categories found in chapter 15 of the Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing (2012 Edition), issued by the US Department of Housing and Urban Development (HUD), and available on HUD’s website;

(b) At least one composite soil sample taken from soil within the dripline of each building face subject or subjected to exterior paint-disturbing work, with a second composite soil sample collected from the nearest play area, if applicable; and

(c) An explanation of the results of the risk assessment, identification of any lead-based paint hazards that are reasonably related to the renovation or lead-based paint activity, and options for reducing or abating any identified lead-based paint hazards.

(d) All inconclusive XRF results are presumed positive for lead-based paint and risk assessors shall not confirm through paint chip sampling unless requested by the Authority.

https://www.ecfr.gov/current/title-40/chapter-I/subchapter-R/part-745#p-745.227(d)

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Deliverables:

Risk Assessment Report. On completion of the Risk Assessment, Contractor must provide a Risk Assessment Report to the OHA Agreement Administrator, or delegate indicated in the WOC, within 10 business days of completion of the report. The report must include this Agreement number, the WOC number, and the following information:

(1) Identification of the existence, nature, severity, source, and location of lead-based paint hazards, including soil and dust hazards as well as paint (or documentation that no such hazards have been identified).

(2) Description of the options for controlling lead hazards in the event that hazards are found, including interim hazard controls and abatement measures.

(3) Maintain records of all lead Risk Assessments and written communications for a period of 3 years following the completed work. After records retention period has ended, records may be destroyed.

b. Lead Abatement and Hazard Control Services

Tasks:

Abatement includes site preparation and removal of lead-based paint, dust, and soil hazards, enclosure or encapsulation of lead-based paint, the replacement of lead-painted surfaces or fixtures, the removal or covering of lead contaminated soil, clean up and proper disposal of hazardous waste. All lead-based paint abatement and hazard control services must be performed in accordance with ORS 431A.355 and 431A.358 and rules adopted under ORS 431A.355 and 431A.358.

(1) Abatement Contractor will be provided with a copy of the Risk Assessment Report by OHA. Contractor will develop a site-specific lead hazard control or abatement plan (Site Plan) based on the hazards and the recommended treatment and measures identified in the Risk Assessment Report to control or eliminate the lead hazards. Contractor shall submit the Site Plan to OHA Agreement Administrator or delegate by email.

(a) OHA will review the Site Plan to verify it is in alignment with the Risk

Assessment Report. OHA will notify the Contractor within three business days if the Site Plan is accepted. If the Site Plan does not align with the Risk Assessment Report the Contractor shall revise the Site Plan as requested by OHA. Contractor must submit a revised Site Plan within five business days. This process will occur until the Site Plan is accepted by

OHA.

(2) Contractor shall obtain any necessary building or waste permits and supply necessary materials for the work to be performed (building component replacement items, enclosure materials, paint removal equipment and/or chemicals, tools, and cleaning supplies).

(3) Contractor shall ensure other construction work scheduled at the work site, if any, is delayed until after abatement so that leaded surfaces are not inadvertently disturbed and unprotected workers are not placed at risk, Attachment A – Draft Price Agreement Page 12 of 38 factoring in time for lead clearance examination and laboratory dust sample analysis.

(4) Contractor shall notify residents of the dwelling of the work and the date when it will begin, post warning signs, restrict entry to authorized personnel only, and implement worksite preparation procedures.

(5) Contractor shall correct any existing conditions that could impede the abatement work (e.g., trash removal, structural deficiencies).

(6) Perform the prescribed lead abatement or hazard control measures including building component replacement, enclosure, paint removal, encapsulation if indicated, and any soil abatement methods pursuant to the Risk Assessment Report and in accordance with all state and federal regulations.

(7) Store all waste in a secure area, conduct daily and final cleanup, and execute waste disposal procedures.

(8) When abatement or hazard control measures are completed, notify the OHA Agreement Administrator or delegate and Clearance Examiner indicated in the WOC and request a clearance examination.

(9) If Clearance Examiner determines clearance is not achieved, repeat cleaning and/or abatement work necessary and, once completed, request a repeat clearance examination.

(10) Contractor is required to maintain records based on requirement in OAR 333-069 for a period of 3 years following the completed work. After records retention period has ended, records may be destroyed.

Deliverables:

Abatement Report. Contractor shall prepare a report in accordance with 40 CFR 745.227(e)(10). Report must include the Price Agreement number and the WOC number. A copy of the report must be provided to the OHA Agreement Administrator, or delegate indicated in the WOC, and also to the property owner for disclosure purposes. Contractor and Clearance Examiner shall maintain abatement report for the required retention period of 3 years.

c. Clearance Examiner Services

Tasks:

Clearance Examiner shall perform visual examination and collect environmental samples for analysis by an accredited laboratory upon completion of the lead abatement or hazard controls performed by the Lead Abatement firm to ensure that lead exposure levels do not exceed standards established by the EPA, and that any cleaning following such work adequately meets those standards.

(1) At least 1 hour or more following abatement completion and clean up, Clearance Examiner shall conduct visual inspection of the determined clearance area for deteriorated paint, settled dust, paint chips, or paint-related debris in the interior or around the exterior of the building(s). Clearance Examiner shall contact the Lead Abatement Contractor if hazard controls and/or cleanup need to be completed or repeated prior to dust sampling.

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(2) Conduct dust sampling once clearance area has passed visual inspection;

conduct clearance dust-wipe sampling of floors, interior windowsills and window troughs following HUD protocols.

(3) Submit dust samples for analysis to a NLLAP accredited laboratory. Interpret the lab results to determine if levels fall within the applicable standards determined by EPA regulations.

(4) If dust lead levels are equal to or greater than the applicable standards, notify the Lead Abatement Contractor that clearance was not achieved, and cleaning or hazard control measures will need to be repeated where samples collected failed clearance. Keep the clearance area secure and warning signs posted until clearance is achieved.

(5) Maintain records of all clearance examinations and written communications for a period of 3 years following the completed work. After records retention period has ended, records may be destroyed.

Deliverables:

Clearance Report. After clearance is achieved, prepare a final Clearance Report, and submit to the OHA Agreement Administrator or delegate indicated in the WOC.

Clearance report must contain, at a minimum, the following information:

(1) Date clearance was achieved

(2) Clearance Examiner name, Certification number, signature, and signature date

(3) Property/worksite location address (and project name if applicable)

(4) This Price Agreement number and the WOC number

(5) Dust sampling results to include the sample locations, the surfaces tested and the lab results of the samples

(6) Identification of the NLLAP-accredited laboratory, including the name, address and telephone number.

d. A contractor that performs Lead Risk Assessment Services cannot provide Lead Abatement and Hazard Control Services on the same job and a contractor that provides Lead Abatement and Hazard Control Services cannot provide Clearance Examiner Services on the same job. Clearance examination Services must be performed by a person who is independent of the property owner and any individual or firm that performed the work that violated ORS 431A.355, 431A.358, or rules adopted thereunder.

e. All Lead-Based Paint Activities performed under this RFA and Resulting Price Agreement and Work Orders must be performed in accordance with applicable state law and administrative rules.

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Exhibit A

Part 2 Payment and Financial Reporting

1. Contractor Invoices, Review and Dispute Process

Upon completion of Services performed, Contractor shall submit an itemized invoice to Brett Sherry (or delegate) via email at: brett.w.sherry@dhsoha.state.or.us

Invoices must include:

• The Price Agreement number

• WOC number

• Description of the Services performed

• Dates Services were performed

• Number of hours worked to complete the Services

• Hourly pay rate not to exceed rates specified in Section 2 below

• Work site address (and project name if applicable)

• List of all allowable reimbursable expenses with receipts attached

• The total invoice dollar amount

• Any other items OHA may require

Invoices that do not comply with the format stipulated above may be held up for payment until the proper invoice format is submitted for payment.

If an error or dispute arises concerning the amount charged in an invoice, OHA will notify Contractor of the disputed charge. Upon notification of dispute, Contractor shall submit to OHA all documentation OHA requires to substantiate the amount charged.

OHA, in its sole discretion, will determine if the supporting documentation provides sufficient substantiation for the disputed charges. If OHA determines that the supporting documentation is sufficient, OHA will notify Contractor and pay Contractor the amount charged in the invoice.

If OHA determines the supporting documentation supports payment of an amount less than originally invoiced, OHA will notify Contractor of the amount OHA believes is due under the invoice, and OHA will pay the invoice in that lesser amount.

2. Compensation. Upon OHA’s acceptance of the Services and Deliverables and upon receipt and approval of Contractor’s invoice, OHA will pay Contractor as specified in this Price Agreement, consistent with the hourly rates listed below.

Year One

Discipline Hourly Rate Overtime Rate

a. Lead Risk Assessment Services $0.0 $0.0

b. Lead Abatement & Hazard Control Services $0.0 $0.0

c. Clearance Examiner Services $0.0 $0.0 mailto:brett.w.sherry@dhsoha.state.or.us

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Year Two Discipline Hourly Rate Overtime Rate

a. Lead Risk Assessment Services $0.0 $0.0

b. Lead Abatement & Hazard Control Services $0.0 $0.0

c. Clearance Examiner Services $0.0 $0.0

3. Travel and Other Reimbursable Expenses.

Reimbursable Expenses are in addition to hourly compensation for Services and require OHA’s review and approval prior to payment. Reimbursable Expenses include actual, allowable, and reasonable expenditures made by Contractor and Contractor's employees in performing the Services required in Exhibit A, Part 1, “Statement of Work”.

Reimbursable Expenses must be evidenced by copies of actual third-party invoices or receipts delivered to OHA to qualify for reimbursement and are limited to the types of actual expenses listed below. For any expenses other than those approved below, Contractor must obtain separate written approval from OHA prior to incurring any expense for which reimbursement will be sought.

a. General Reimbursable Expenses consist of:

(1) Permit Fees

(2) Hazardous Waste Fees

(3) Disposal Costs

(4) Lab Analysis Costs

(5) Abatement Materials and Supplies,

(6) Other supplies or Services with prior written approval from OHA

b. Travel Expenses:

It is the policy of the State that reimbursement for travel expenses shall be allowed only when the travel is essential to the normal discharge of Contractor's responsibilities under the Price Agreement. All travel shall be conducted in the most efficient and cost-effective manner resulting in the best value to the State.

The travel must comply with all the requirements set forth in this section and must be for official State business only. Personal expenses shall not be authorized at any time.

Contractor understands and agrees that travel expenses shall be reimbursed only in accordance with U.S. General Services Administration (GSA) rates and Oregon’s Statewide Travel Policy issued by the Department of Administrative Services (DAS) in effect at the time the expense was incurred. Contractor understands and agrees that the rates are subject to change and in such an event, the changed rates shall immediately become part of this Price Agreement and govern reimbursement of any travel expenses incurred after the date of the change.

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The full text of Oregon’s Statewide Travel Policy, which is binding upon the Parties, can be reviewed at the following website: Oregon Travel Policy

Oregon’s Travel Policy addresses State employees but the Policy also applies to Contractors and Sub-Contractors on official State business. Compliance with the Oregon Travel Policy in no way implies Contractor is an employee of the State.

Contractor understands and agrees they are an “Independent Contractor” as defined in ORS 670.600.

1) Mileage. For travel in a private automobile, while Contractor is acting within the course and scope of his/her duties under this Price Agreement and driving over the most direct and usually traveled route, will be reimbursed at of the GSA rates found at GSA Mileage Reimbursement Rates. To qualify for mileage reimbursement, Contractor must hold a valid, current driver's license for the class of vehicle to be driven and carry personal automobile liability insurance in amounts not less than those required by (a) the Oregon Financial Responsibility Law (ORS 806.060) or (b) the jurisdiction in which the vehicle is being operated, whichever is greater. No mileage reimbursement will be paid for the use of motorcycles or mopeds.

2) Meals. The standard per diem rate for meals is found at GSA Meal Per Diem

Rates. For purposes of calculating individual meals where Contractor is entitled only to a partial day reimbursement, the following allocation of the meal per diem applies:

Breakfast 25% Lunch 25% Dinner 50%

Receipts are not required for reimbursement of meals. Except in the event of necessary overnight travel as provided below, breakfast and dinner expenses shall be reimbursed only if Contractor, while acting within the course and scope of his/her duties under this Price Agreement, is required to travel more than two (2) hours: (a) before the start (for breakfast expense reimbursement), or (b) after the end (for dinner expense reimbursement) of Contractor's regular workday (8:00 a.m. to 5:00 p.m.). Lunch expense is reimbursable only if Contractor, while acting within the course and scope of his/her duties under this Price Agreement, is required to travel overnight and begins or ends the journey, respectively, before or after 11:00 a.m. Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel while acting within the course and scope of his/her duties under this Price Agreement.

3) Lodging. The standard rate for lodging is found at GSA Lodging Rates.

OHA will reimburse Contractor for Contractor's actual cost of lodging up to the specified lodging rates for the locality where Services are being provided.

Reimbursement rates for lodging are not considered "per diem" and receipts are required for reimbursement.

https://www.oregon.gov/das/Financial/Acctng/Documents/40.10.00.pdf https://www.gsa.gov/travel/plan-book/transportation-airfare-pov-etc/privately-owned-vehicle-pov-mileage-reimbursement-rates https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results/?action=perdiems_report&state=OR&fiscal_year=2022&zip=&city https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results/?action=perdiems_report&state=OR&fiscal_year=2022&zip=&city https://www.gsa.gov/travel/plan-book/per-diem-rates/per-diem-rates-results/?action=perdiems_report&state=OR&fiscal_year=2022&zip=&city

Attachment A – Draft Price Agreement Page 17 of 38

4) Other Travel Expenses. In addition to meals and lodging, travel expenses will be reimbursed for airfare and rental vehicles only if Contractor is acting within the course and scope of his/her duties under this Price Agreement.

Receipts are required for all travel expenses. Contractor will fly "coach class," unless Contractor personally pays the difference for an upgrade.

Contractor is limited to economy or compact size rental vehicles, unless Contractor personally pays the difference for an upgrade.

4. Payments.

OHA shall pay all undisputed amounts within thirty (30) Calendar Days from receipt of each invoice determined to be correct following OHA’s review under this Price Agreement. Contractor may assess late payment charges only to the extent permitted by

ORS 293.462.

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Attachment A – Draft Price Agreement Page 18 of 38

EXHIBIT A

Part 3

Special Provisions

1. Confidentiality of Information.

a. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Price Agreement, be exposed to or acquire information that is confidential to OHA or OHA Clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Price Agreement shall be considered for the purposes of this Price Agreement the confidential information of OHA (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by OHA to others without restrictions similar to those imposed by this Price Agreement; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Price Agreement; (iv) is obtained from a source other than OHA without the obligation of confidentiality, (v) is disclosed with the written consent of OHA, or;

(vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to OHA hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist OHA in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise OHA immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Price Agreement, and Contractor will at its expense cooperate with OHA in seeking injunctive or other equitable relief in the name of OHA or Contractor against any such person. Contractor shall not at any time during or after the term of this Price Agreement, except as directed by OHA, disclose, directly or

Attachment A – Draft Price Agreement Page 19 of 38 indirectly, any Confidential Information to any person, except in accordance with this Price Agreement. Upon expiration or termination of this Price Agreement or at OHA’s request, Contractor shall deliver to OHA all documents, papers, and other matter in Contractor's possession that embody Confidential Information.

Notwithstanding the foregoing and unless otherwise specified in this Price Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

2. Amendments.

a. Subject to subsection c. below, OHA reserves the right to amend or extend the Price Agreement under the following general circumstances:

(1) OHA may extend the Price Agreement for additional periods of time up to a total Price Agreement period of 10 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 Price Agreement.

(2) OHA may periodically amend any payment rates throughout the life of the Price Agreement 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.

In addition, OHA may periodically amend any payment rates throughout the life of the Price Agreement to meet current market conditions.

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFA 5431 OB# S-44300-00005742 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 Price Agreement or previous amendments to the Price Agreement;

(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 Price Agreement.

c. Upon identification, by any party to this Price Agreement, of any circumstance which may require an amendment to this Price Agreement, the parties may enter into negotiations regarding the proposed modifications. Any resulting amendment must be in writing and be signed by all parties to the Price Agreement before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, “Standard Terms and Conditions”, Section 24.

“Amendments; Waiver; Consent.” of this Price Agreement.

Attachment A – Draft Price Agreement Page 20 of 38

3. Background Checks.

a. Contractor’s employees, volunteers, and subcontractors assigned to perform services under this Price Agreement must submit to any background checks at OHA’s request, including criminal and protective service records checks pursuant to ORS 181A.200 and OAR 407-007-0000 through 407-007-0100 and OAR 943- 007-0001(1), as such rules may be revised from time to time. Contractor agrees to require all its employees, volunteers, and subcontractors performing services under this Contractor to submit to such check.

b. Contractor shall require all its employees, volunteers, and subcontractor’s providing services under this Price Agreement to fully cooperate with OHA to ensure background checks can be completed in a timely fashion.

4. Nondiscrimination.

a. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Price Agreement, to maintain such policy and practice in force during the entire Price Agreement term.

b. 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 Price Agreement and a failure to comply constitutes a breach that entitles OHA to terminate this Price Agreement for cause.

c. 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.

5. Pay Equity Certification.

If the value of this WOC exceeds $500,000 and Contractor employs 50 or more full-time workers, Contractor shall submit to OHA a true and correct copy of an unexpired Pay Equity Compliance Certificate, issued to Contractor by the Oregon Department of Administrative Services. For instructions on how to obtain the Certificate, visit https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx.

ORS 279B.110(2)(f) requires that Contractor provide this prior to execution of the Work Order Contract.

Attachment A – Draft Price Agreement Page 21 of 38

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Price Agreement 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 Price Agreement 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 Price Agreement.

2. Compliance with Law. Contractor shall comply with all federal, state…