Attach A - Sample Contract.pdf

OregonBuys Bid S-63400-00001264

Attach A - Sample Contract (final).docx Page 1 of 17

ATTACHMENT A – SAMPLE CONTRACT

STATE OF OREGON SERVICES CONTRACT

ECONOMIC IMPACT STUDY

This Contract (“Contract”) is between the State of Oregon (“State”), acting by and through its Oregon Parks and Recreation Department (“OPRD”), by and through its Oregon Heritage Commission (“Commission”), and [OPRD will insert selected contractor name and business type after negotiations.] (“Contractor”). OPRD and Contractor are referred to collectively as “Parties” and individually as “Party.”

The Parties agree as follows:

1. CONTRACT DOCUMENTS; DEFINITIONS

The Contract consists of the following documents, which are listed in descending order of precedence, in the event of conflicts or discrepancies: Contract less all exhibits; Exhibit A (Services), Exhibit B (Compensation), and Exhibit C (Insurance). Exhibits A, B, and C are attached and incorporated by this reference.

Capitalized words used but not defined in this document are defined in Oregon Administrative Rule (“OAR”) 137-046-0110 and OAR 137-047-0100.

2. CONTRACT PERIOD

The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on June 30, 2022. The termination of this Contract will not extinguish or prejudice OPRD’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

3. SERVICES

Contractor shall provide the services described in the attached Exhibit A (the “Services”) according to the terms and conditions of this Contract.

4. COMPENSATION

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

4.2 OPRD’s payment obligations under this Contract are conditioned upon OPRD’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow OPRD, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract. OPRD represents that it has sufficient appropriations and limitation for the current biennium to make payments under this Contract.

4.3 Contractor is not entitled to receive payment under the Contract from any part of Oregon state government other than OPRD. Nothing in the Contract is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon.

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5. AMENDMENTS

5.1 The Contract may be amended to the extent allowed by applicable law and OAR 137-047-0800.

5.2 No amendment to the Contract is effective unless it is in Writing Signed by the Parties and all required State of Oregon approvals have been obtained.

6. AUTHORIZED REPRESENTATIVES; NOTICES

6.1 Contractor’s Authorized Representative(s)

[OPRD will insert name(s), title(s), contact information, during contract negotiations.]

6.2 OPRD’s Authorized Representative (Contract Administrator)

Katie Henry, Oregon Heritage Commission Coordinator Oregon Parks and Recreation Department 725 Summer Street NE, Suite C Salem, OR 97301 Cell Phone: 503.877.8834 Katie.Henry@oregon.gov

6.3 Notices. All notices required under the Contract will be in Writing and addressed to the Party's appropriate Authorized Representative identified above. Mailed notices are deemed received five

(5) days after mailing when properly addressed and deposited with proper postage into the U.S.

postal service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. E-mail notices are deemed received upon electronic confirmation of receipt. Notices delivered by personal delivery are deemed received when delivered to the Authorized Representative personally or to the Authorized Representative’s physical address specified above.

7. CONTRACTOR REPRESENTATIONS AND WARRANTIES

7.1 The warranties specified in this Section 7 are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and will be interpreted broadly to give OPRD the greatest warranty protection available.

7.2 Contractor represents and warrants that:

A. Contractor has the authority to enter into and perform according to the Contract and that the Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable according to its terms;

B. Contractor has the skill and knowledge possessed by well-informed members of Contractor’s industry, trade or profession and will apply that skill and knowledge with care and diligence and perform the Services in a timely, professional and workmanlike manner according to the highest standards applicable to Contractor’s industry, trade, or profession; and

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C. Contractor is and shall be, at all times during the term of the Contract, qualified, professionally competent, and duly licensed, certified and permitted as applicable, to perform all Services contemplated under the Contract.

8. OWNERSHIP RIGHTS

8.1 Parties understand and agree that an original manuscript is being developed by Contractor for the sole and exclusive use of OPRD that shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, including all copyright and proprietary rights relating thereto. All work performed by Contractor on projects and the original manuscript generated in connection therewith is and shall be considered as “Works Made for Hire” (as defined under the U.S.

Copyright Laws) and, as such, shall be owned by and for the benefit of OPRD.

8.2 OPRD has the right to use or not use the manuscript and to use, reproduce, re-use, alter, modify, edit, or change the original manuscript as OPRD sees fit and for any purpose.

8.3 In the event that it should be determined that any of such manuscript does not qualify as a Work Made for Hire, Contractor will and hereby does assign to OPRD all right, title, and interest that it may possess in such original manuscript, including but not limited to, all copyright and proprietary rights relating thereto. Upon request, Contractor shall take such steps as are necessary to enable OPRD to record such assignment, at OPRD’s expense.

8.4 Contractor shall sign, upon request, any documents needed to confirm that any specific manuscript is a Work Made for Hire and to effectuate the assignment of its rights to OPRD.

8.5 Both during the Term of this Contract and thereafter, Contractor will assist OPRD and its agents, upon request, in preparing U.S. and foreign copyright, trademark, and/or patent applications covering project and/or original manuscript. Contractor shall sign any such applications, upon request, and deliver them to OPRD. OPRD will bear all expenses that it causes to be incurred in connection with such copyright, trademark, and/or patent protection.

9. TIME IS OF THE ESSENCE

Contractor agrees that time is of the essence in relation to its performance of its obligations under this Contract.

9. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

9.1 Compliance with Law Generally. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract. OPRD’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of the Contract, use Recycled Material. Without limiting the foregoing, Contractor shall:

A. Obtain and maintain during the term of the Contract, at its own expense, all necessary licenses and permits required for the successful performance of the Services;

B. Not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin;

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9.2 Oregon False Claims Act. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or Agency under this Contract or any other provision of law.

10. RECORDS; PERSONAL INFORMATION

10.1 Records Generally. Contractor shall retain, maintain, and keep accessible all records relevant to the Contract (“Records”) for a minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, or until the conclusion of any audit, controversy, or litigation arising out of or related to the Contract, whichever ending is later (“Record Retention Period”).

10.2 Access to Records. During the Record Retention Period, Contractor shall permit OPRD, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

10.3 Personal Information

A. Contractor shall not breach or permit breach of the security of any Personal Information, as that term is used in ORS 646A.602(11), that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody, or control under the Contract. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized Person, of any such Personal Information. Contractor shall not use, distribute or dispose of any Personal Information other than expressly permitted by OPRD, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

B. Contractor shall report to OPRD, as promptly as possible, any breach of security, use, disclosure, theft, loss, or other unauthorized access of any document, record, compilation of information, or other item that contains Personal Information to which the Contractor receives access, possession, custody, or control in the performance of the Contract.

10.4 Public Records. OPRD’s rights, obligations, and duties under this Section 10 and the Contract as a whole shall be subject to the Oregon Public Records Laws, ORS 192.410 through ORS 192.505.

11. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES, WITHHOLDING

11.1 Contractor shall perform all Services as an independent contractor. Although OPRD has the right

(i) to determine and modify the delivery schedule for Services to be performed and (ii) to evaluate the quality of the completed performance, OPRD cannot and will not control the means or manner of Contractor’s performance, except to the extent that the means and manner in which the Services are to be provided is specifically set forth in Exhibit A. Contractor is responsible for determining the appropriate means and manner of performing any Services required under the

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Contract. Contractor certifies, represents, and warrants that Contractor is an independent contractor of OPRD under all applicable State and federal law. Contractor is not an “officer,” “employee,” or “agent” of the State of Oregon or OPRD as those terms are used in ORS 30.265.

Neither Party shall make any statements, representations, or commitments of any kind or take any action binding on the other Party except as provided for herein or authorized in Writing by the Party to be bound.

11.2 If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by Signature to the Contract represents and warrants: Contractor’s performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor’s employing agency (state or federal) would prohibit Contractor’s performance of this Contract.

11.3 Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under the Contract or pursuant to its possession of OPRD real property, including personal and real property taxes assessed by any government entity. OPRD will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to Contractor under the Contract.

12. INDEMNIFICATION; INSURANCE

12.1 GENERAL INDEMNITY. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, its agencies, officers, directors, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever ("Claims") resulting from, arising out of, or related to the acts or omissions of Contractor or its officers, employees, subcontractors, or agents under the Contract.

12.2 DEFENSE AND COUNSEL. OPRD shall reasonably cooperate in good faith, at Contractor’s reasonable expense, in the defense of claims, and Contractor shall select counsel reasonably acceptable to the Oregon Attorney General to defend such claims and all costs of such counsel shall be borne by the Contractor. Counsel must accept appointment as a Special Assistant Attorney General under ORS Chapter 180 before such counsel may act in the name of, or represent the interests of, the State of Oregon, its agencies, officers, employees or agents.

OPRD may elect to assume its own defense with an attorney of its own choice and its own expense at any time OPRD determines important governmental interests are at stake. OPRD agrees to promptly provide Contractor with notice of any claim that may result in an indemnification obligation hereunder. Subject to the limitations noted above, Contractor may defend such claim with counsel of its own choosing provided that no settlement or compromise of any such claim shall occur without the consent of OPRD.

12.3 INSURANCE. Contractor shall maintain insurance as set forth in Exhibit B.

13. FORCE MAJEURE

Neither OPRD nor Contractor are responsible for any failure to perform or for any delay in the performance of any obligation under the Contract caused by an unallocated risk such as fire, riot, acts of God, terrorism, war, or by any other cause not within the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. In the event of any such delay, Contractor’s obligations are suspended to the extent of and for the duration of such causes. Contractor shall, however, make all reasonable

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OPRD may terminate the Contract upon Written notice to Contractor after OPRD reasonably determines that the delay or breach will likely prevent successful performance of the Contract.

14. EVENTS OF BREACH

14.1 Breach by Contractor. Contractor breaches the Contract if:

A. Contractor institutes or has instituted against it, insolvency, receivership, or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

B. Contractor (a) no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and (b) fails to obtain the license or certificate within the time specified by OPRD in a Written notice of breach to Contractor; or

C. Contractor (a) commits a material breach of the Contract by failing to comply with any covenant, warranty, obligation or certification under the Contract, and (b) fails to cure the breach within the time specified by OPRD in a Written notice of breach to Contractor.

14.2 Breach by OPRD. OPRD breaches the Contract if OPRD (a) commits a material breach of the Contract by failing to comply with any covenant, warranty, or obligation under the Contract, and

(b) fails to cure the breach within 14 days after Contractor delivers Written notice of breach to OPRD or a longer period as Contractor may specify in the notice.

14.3 Notice of Breach and Opportunity to Cure. Upon learning of a breach, the non-breaching Party shall notify the breaching Party in accordance with Section 6.3, Notices. Upon receiving a notice of breach, the breaching Party shall have the opportunity to cure the breach (or submit a plan to the non-breaching Party with a timeline to cure the breach) within the time defined in Section 14.1 or

14.2 above and thereby remove the effect of the notice.

15. REMEDIES

15.1 OPRD’s Remedies. If Contractor is in breach under Section 14, then OPRD may, at its option, pursue any or all of the remedies available under the Contract and at law or in equity, including, but not limited to, the remedies set forth below. These remedies are cumulative to the extent the remedies are not inconsistent, and OPRD may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. If it is determined for any reason that Contractor was not in breach under Section 14, the rights and obligations of the Parties shall be the same as if this Contract was terminated pursuant to Section 16. Remedies available under the Contract include:

A. Termination of this Contract under Section 16;

B. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief;

C. Withholding payment of all amounts in Contractor’s invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively; and

D. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor in an amount equal to OPRD’s setoff right, without penalty.

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15.2 Contractor’s Remedies.

If OPRD is in breach under Section 14 of this Contract, then Contractor may, at its option, pursue any or all of the remedies available under the Contract and at law or in equity, including, but not limited to:

A. A claim against OPRD for the sum of any unpaid invoices for Services completed and accepted by OPRD, less previous amounts paid and any claims OPRD has against Contractor; and

B. Termination of the Contract under Section 16 of this Contract below.

15.3 Limitation of Liability. Except as provided in Section 12 and Section 15 of the Contract, neither Party is liable to the other for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever (including, but not limited to, any lost profits, lost revenues, lost savings, or harm to business), regardless of the foreseeability thereof. Each Party hereby releases the other Party, its subsidiaries and affiliates, and their respective officers, directors, managers, employees, and agents from any such claim.

15.4 Attorneys’ Fees. Except as provided in Section 12 of this Contract, neither OPRD nor Contractor is entitled to recover attorney’s fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to this Contract.

16. TERMINATION

16.1 Expiration. Unless terminated earlier according to this Section 16 or extended according to Section 2, this Contract automatically terminates on the date set forth in Section 2. Any termination shall be without prejudice to any obligations or liabilities of either Party already accrued prior to such termination.

16.2 Termination by Mutual Consent. The Contract may be terminated by Written mutual agreement of the Parties at any time. The Parties shall document in Writing all terms and conditions of the termination.

16.3 OPRD’s Right to Terminate

A. OPRD may, in its sole discretion, terminate the Contract immediately upon Written notice, or at a later date as OPRD may establish in the notice, upon the occurrence of any of the following events:

(i) OPRD fails to receive funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient to allow OPRD, in the exercise of its reasonable administrative discretion, to continue the operation of the Park or any other OPRD facilities or properties, or to meet its payment obligations under the Contract; or

(ii) Federal or state laws, regulations or guidelines are modified or interpreted in a way that the purchase of services by OPRD under the Contract is prohibited.

B. OPRD may, in its sole discretion, terminate the Contract immediately upon Written notice, or at a later date as OPRD may establish in the notice, if Contractor is in breach under Section 14.

C. OPRD may, in its sole discretion, terminate the Contract without cause upon 30 days Written notice by OPRD to Contractor.

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16.4 Contractor’s Right to Terminate. If OPRD is in breach under Section 14, Contractor may terminate the Contract upon 30 days Written notice, or at a later date as Contractor may establish in the notice.

16.5 Cessation of Rights and Activities.

A. Upon termination of the Contract:

(i) Contractor shall immediately cease all activities under the Contract, unless OPRD expressly directs otherwise in a notice; and

(iii) Contractor shall deliver to OPRD all documents, information, work-in-progress and other property that are or would be deliverables had the Contract been completed and surrender to anyone OPRD designates, all documents, research or objects or other tangible things needed to complete the Services.

17. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION

17.1 The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to the Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

17.2 Any party bringing a legal action or proceeding against any other party arising out of or relating to the Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County.

However, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted within the United States District Court for the District of Oregon. This Section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. Nothing in these provisions shall be construed as a waiver of the State of Oregon’s or OPRD’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND

WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN

INCONVENIENT FORUM.

18. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS

18.1 Contractor shall not enter into any subcontracts for any Services required under the Contract without OPRD’s prior Written consent.

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

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

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19. THIRD PARTY BENEFICIARIES

OPRD and Contractor are the only parties to the Contract and are the only parties entitled to enforce the terms of the Contract. Nothing in the Contract gives, is intended to give, or will be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly, or otherwise, to third Persons unless such third Persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of the Contract.

20. SEVERABILITY

If for any reason a court of competent jurisdiction finds any provision of the Contract, or portion thereof, to be unenforceable, that provision of the Contract will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of the Contract will continue in full force and effect.

21. COUNTERPARTS

The Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Contract so executed shall constitute an original.

22. INTEGRATION AND MERGER

The Contract, together with the Exhibits attached hereto, constitutes the entire agreement between the Parties on the subject matter thereof, and merges all prior and contemporaneous communications with respect to the Services. There are no understandings, agreements, or representations, oral or written, not specified herein regarding the Contract.

23. WAIVER

No waiver of or consent to any deficiency or violation of any terms of the Contract binds either Party unless in Writing and Signed by OPRD and Contractor, and all necessary approvals have been obtained. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of either Party to enforce any provision of the Contract is not a waiver by such Party of that or any other provision.

24. SURVIVAL

In addition to all provisions which by their nature extend beyond Contract termination or full performance, the following provisions remain in effect beyond any Contract termination or full performance: Exhibit B (Compensation and Reporting) and Sections 7 (Contractor Representations and Warranties), 10 (Records; Personal Information), 12 (Indemnification; Insurance), 15 (Remedies) and 17 (Governing Law; Venue; Consent to Jurisdiction).

25. CONTRACTOR’S CERTIFICATIONS

The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:

• The undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute the Contract on behalf of Contractor.

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• 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 described in

ORS 305.380(4).

• Contractor is bound by and will comply with all requirements, terms, and conditions contained in the Contract.

In witness whereof, the Parties hereto have made, executed, and delivered the Contract as of the last date each signatory below has Signed the Contract.

[Name of selected contractor will be inserted by OPRD.] (Contractor)

By: __________________________________________________________________________________ Name/title Date

State of Oregon acting by and through its Oregon Parks and Recreation Department (OPRD)

By: __________________________________________________________________________________ Name/title Date

ATTACHED CONTRACT EXHIBITS:

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

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EXHIBIT A

SERVICES

Final Statement of Work will be negotiated with the selected proposer based on the scope of work below and the successful proposal.

1. BACKGROUND AND SCOPE

Background. The Oregon Heritage Commission of Oregon Parks and Recreation Department (OPRD) has committed to carrying out studies and create messaging tools to help heritage organizations communicate the value of their organizations and heritage preservation efforts.

Most recently, a study on the impact of heritage volunteers was conducted that resulted in a messaging tool for heritage organizations to use in illustrating the value of volunteers and also in their recruitment and appreciation efforts. The next priority for the commission is a study of the impact of Oregon’s heritage organizations, preservation, places, and activities on the Oregon economy.

The results of an economic impact study of Oregon’s heritage related organizations, sites, and activities would provide a quantitative analysis of the benefits this industry has on Oregon’s economy. Creating messaging tools helps local heritage organizations and advocates interpret and communicate that benefit to local stakeholder group and decision makers, thus increasing awareness of the positive impact heritage preservation has on the local community.

Scope of Work. Contractor will complete a study of the economic impact of Oregon’s heritage related organizations, sites, and activities in Oregon. Contractor will address the following metrics in the study, additional metrics are encouraged:

- Employment and jobs

- Tax revenue

- Heritage tourism

- Public and private investment in historic properties, heritage related projects, and heritage organizations

For the purpose of this study, organizations, places, and activities to consider as heritage include, but is not limited to, museums, historical societies, historic cemeteries, historic downtowns, historic properties, historic districts, heritage preservation organizations, and designated heritage traditions.

Services to be provided by the contractor will include study committee coordination and project management, development and execution of study methodology and plan, analyzing results of the study, provide a full report and summary of results, presentation of results, and development of a messaging tool (the “Services”) or (the “Work”).

2.0 SPECIAL CONDITIONS

Contractor must include the following language on materials related to this Project, including but not limited to website, documents, presentations, and videos:

“This project is supported through funding from the Oregon Cultural Trust.”

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3.0 WORK AND DELIVERABLES

3.1 CONTRACTOR’S OBLIGATIONS

Contractor shall perform the tasks and provide the deliverables set forth in this section according to the requirements, standards and expectations set forth in this Contract.

3.1.1 Work Schedule. Contractor shall begin providing the Services upon the Effective Date of the Contract and shall continue to provide all Services required under the Contract until the completion of the economic impact study.

3.1.2 Project management and committee coordination. Contractor shall:

• Coordinate and convene with a committee of partner representatives. selected by the Oregon Heritage staff, at least two points during this Project: In the beginning when Contractor has developed the methodology and drafted a plan; and again, when preliminary results have been collected and analyzed by Contractor.

• Communicate with Oregon Heritage staff on progress of project.

• Ensures tasks are completed on time, within scope, and within budget.

3.1.3 Develop and execute study. Contractor shall:

• Develop methodology and plan for carrying out a study of the impact of heritage on Oregon’s economy and present it to Oregon Heritage staff and committee of partner representatives.

• Upon approval from Oregon Heritage staff and committee, execute the study and gather the data

3.1.5 Report on results of the study. Contractor shall:

• Provide a full report that illustrates the impact that heritage has on Oregon’s economy including statistics, graphs, and other graphic tools to illustrate salient results in an easily understood way.

• Provide a Summary of Key Results for the state and a summary of key results broken out by region.

• Evaluate heritage as a metric for livability of a community and drawing in businesses and residents.

• Present to the Oregon Heritage Commission methodology used and a summary of key results at the June 2022 Oregon Heritage Commission meeting.

3.1.6 Develop and design messaging tool. Contractor shall:

• Based on the results of the study, develop the messaging tool that heritage organizations can use to speak with their community, partners, and local decision makers about the impact heritage has on their community’s economy.

• Use Oregon Heritage’s Value of Heritage Toolkit Style Guide to design the messaging tool.

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3.2 ESTIMATED PROJECT TIMELINE

January 2021 Contract begins

February 2022 Draft of methodology and process presented to committee and staff

May 2022 Draft of preliminary results presented to committee and staff, draft of messaging tool provided to staff

June 2022 Presentation of results to Oregon Heritage Commission

June 30, 2022 All deliverables (full report, summary report, regional summary reports, messaging tool) finalized and delivered to staff

4.0 OPRD OBLIGATIONS

OPRD will provide the following:

• Access to OPRD archives, relevant data, and organization contacts;

• Contacts for committee;

• Communications, such as surveys, etc., to heritage organizations through our listervs; and

• Review drafts and edit copy.

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EXHIBIT B

COMPENSATION

1. BASIS FOR COMPENSATION

The basis for compensation (e.g. fixed price per deliverable, price per task/deliverable/milestone, ) will be negotiated with the selected proposer.

2. INVOICING

The specific process for invoicing will be negotiated with the selected proposer.

Contractor shall submit invoice(s) to OPRD’s Contract Administrator identified in Section 6.2 of the Contract.

Contractor shall include on or with each invoice: [to be determined].

3. PAYMENT

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

OPRD will pay Contractor within 30 days of receipt of invoice, unless OPRD has reported any discrepancy in which case payment will be made within 30 days of a corrected invoice.

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

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

If OPRD fails to pay an invoice as set forth above, Contractor may assess overdue account charges to OPRD in accordance with ORS 293.462.

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EXHIBIT C

INSURANCE

1. INSURANCE

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit C prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in Oregon and that are acceptable to Agency.

Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

2. WORKERS’ COMPENSATION; EMPLOYERS’ LIABILITY

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2).

Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

3. COMMERCIAL GENERAL LIABILITY

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage satisfactory to Agency. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this Contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

4. AUTOMOBILE LIABILITY INSURANCE

Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

5. PROFESSIONAL LIABILITY

Professional Liability insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract by the Contractor and Contractor’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per claim. Annual aggregate limit shall not be less than $2,000,000. If coverage is

Attach A - Sample Contract (final).docx Page 16 of 17 on a claims-made basis, then either an extended reporting period of not less than 24 months shall be included in the Professional Liability insurance coverage, or the Contractor shall provide Tail Coverage as stated below.

6. EXCESS/UMBRELLA INSURANCE

A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.

7. ADDITIONAL INSURED

All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of Contractor’s on-going operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 07 04 or equivalent.

8. WAIVER OF SUBROGATION

Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against Agency or State of Oregon by virtue of the payment of any loss. Contractor will obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Agency has received a waiver of subrogation endorsement from Contractor or Contractor’s insurer(s).

9. TAIL COVERAGE

If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and Agency’s acceptance of all Services, Goods or both required under this Contract, or, (ii) Agency or Contractor termination of this Contract, or, iii) the expiration of all warranty periods provided under this Contract.

10. CERTIFICATE(S) AND PROOF OF INSURANCE

Contractor shall provide to Agency individual and address specified below, or as otherwise directed by Agency, Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract.

Attach A - Sample Contract (final).docx Page 17 of 17

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

EMAIL: contract.oprd@oprd.oregon.gov (preferred method)

11. NOTICE OF CHANGE OR CANCELLATION

Contractor or its insurer must provide at least 30 days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

12. INSURANCE REQUIREMENT REVIEW

Contractor agrees to periodic review of insurance requirements by Agency under this Contract and to provide updated requirements as mutually agreed upon by Contractor and Agency.

13. AGENCY ACCEPTANCE

All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Exhibit C.

mailto:contract.oprd@oprd.oregon.gov