Attachment-1_Sample Services Agreement.pdf

MOTOR CARRIER EDUCATION TRAINING AGREEMENT (“Agreement”)

This Agreement is made and entered into by and between the State of Oregon, acting by and through its Department of Transportation, Commerce and Compliance Division, hereinafter referred to as “CCD” , “Agency” or “ODOT”, and ___________________________________________ [legal company name and doing business as (“DBA”) name if applicable], hereinafter referred to as “Contractor” or “Agent(s)”. CCD and Contractor together are also referred to as “Parties” and individually as “Party.” The primary contacts for this Agreement are identified in the table below. Each Party may change their respective Agreement Administrator designee by promptly sending written notice via email to the other Party.

ODOT’s Agreement Administrator:

Elisha Brackett 455 Airport Road SE, Building A Salem, OR 97301 Ph: 971-301-1383 ORmcEducation@odot.oregon.gov

CCD Training Program Coordinator:

James Buell 455 Airport Road SE, Building A Salem, OR 97301 503-884-6845 ORmcEducation@odot.oregon.gov

Contractor’s Agreement Administrator:

Name, address & phone

Alternate Contact: [If applicable, provide alternate contact info.] Name, address & phone

RECITALS:

1. The Department of Transportation shall establish a program for the education of Motor

Carriers that covers, at a minimum, safety, weight mile tax and registration and size and weight regulations administered by the department per ORS 825.400(1).

2. ORS 825.400(2) authorizes CCD to appoint agents to carry out the program established under

ORS 825.400. Agents appointed by the department may assess fees per ORS 825.400(3)

3. Contractor desires to be authorized by CCD to provide Oregon Motor Carrier Education Training to Oregon Domiciled Motor Carriers.

mailto:ORmcEducation@odot.oregon.gov mailto:ORmcEducation@odot.oregon.gov

4. CCD is willing to authorize Contractor to provide Oregon Motor Carrier Education Training in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, the premises being in general as stated in the foregoing Recitals, the Parties hereto agree as follows:

A. TERMS OF AGREEMENT

A.1. DEFINITIONS

For the purposes of this Agreement, capitalized words are defined in OAR 125-246-110 or as defined below apply to this Agreement.

“Agreement” means this Motor Carrier Education Training Agreement between the Contractor and CCD.

“CFR” means Code of Federal Regulations.

“Class” means one (1) iteration of a Course. Class may also be referred to as “Workshop”.

“Course” means content and training materials associated with delivery of training on a specific topic.

“DAS” means the Oregon Department of Administrative Services.

“DBA” means “doing business as” which is the name an entity or individual uses to conduct business.

“Domiciled in Oregon” means a Motor Carrier has established its principal place of business, as indicated on the Application for Motor Carrier Permit.

“Interpreter” means a person who verbally converts information from one spoken language into another.

“Motor Carrier” means someone who transports passengers or property for compensation.

“OAR” means Oregon Administrative Rules.

“ORS” means Oregon Revised Statutes.

“Training Hours” means hours spent providing instruction to students, not including travel, set up or time spent packing up after delivery of instruction.

“Trainer” means one who instructs students using pre-defined Course curriculum in a traditional or virtual Classroom environment. “Trainer” can be used interchangeably with “Instructor.”

“Workshop” means the same as “Class” which means delivery of one (1) iteration of a Course.

A.2. AUTHORIZATION TO PROVIDE MOTOR CARRIER EDUCATION TRAINING

Subject to the provisions of this Agreement, and upon the execution of this Agreement by both Parties, the Parties agree that Contractor is authorized and agrees to provide Motor Carrier Education Training; and CCD will review all training materials used to provide Motor Carrier Education Training and, if approved, provide verbal and written approval of training materials to Contractor.

A.3. EFFECTIVE DATE AND TERM

The term of this Agreement begins on the date all required signatures by the Parties have been obtained. Unless otherwise extended or terminated, this Agreement shall expire 10 years from the date Agreement is fully executed.

B. STANDARDS and GENERAL REQUIREMENTS

B.1 STANDARDS

Contractor shall meet the standards prevalent in the industry most closely involved in providing the Services required under this Agreement.

B.2 SOFTWARE REQUIREMENTS

Contractor’s software shall produce deliverables that are fully compatible, readable and useable by Agency software, requiring no modification or translation of Contractor’s deliverables. Software shall be capable to conduct online instructor lead webinars when needed.

B.3 LICENSES, REGISTRATIONS AND QUALIFICATIONS

B.3.1. Business Registry. Contractor shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Agreement. Visit the Secretary of State website (http://sos.oregon.gov/business/pages/register.aspx) for Oregon Business Registry information.

B.3.2. Qualifications. Contractor shall submit in writing to CCD for CCD approval the names of its Trainers, their subject areas of Oregon Motor Carrier Education Training and copies of each Trainer’s resume or work history summary at least 10 business days before the date the Trainer is scheduled to teach. CCD must approve, in writing, all Trainers prior to the Trainer performing any Oregon Motor Carrier Education Training.

B.3.2.1. All Trainers must also have at least five years’ experience teaching adults or practical experience in the Trainers’ subject area or a combination of both. (Trainers are anyone who develops content, teaches the Courses, responds to email inquiries, or answers questions about Course content, etc.)

B.3.3. Contractor Personnel. Contractor shall be prepared to provide, at Contractor’s own expense, experienced and knowledgeable personnel to assist in the performance of this Agreement.

B.3.4. Contractor shall exercise due care to choose and manage its personnel so that only suitable responsible, professionally competent, and disciplined representatives shall be performing these services.

B.4 GENERAL REQUIREMENTS

B.4.1. Oregon Motor Carrier Education Training Contractor understands that Contractor must be designated by CCD in accordance with ORS 825.400 and OAR 740- 035-0200. Contractor hereby represents and warrants to CCD that Contractor meets all of the requirements in sections B.3, B.4, B.5, B.6, B.7, B.8 and B.9 of this Agreement and is eligible to perform Oregon Motor Carrier Education Training. Contractor further represents and warrants to CCD that Contractor has the power and authority to enter into and perform this Agreement and this Agreement, when executed and delivered, shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms.

B.4.2. ODOT’s Agreement Administrator, CCD Training Program Coordinator, or such other individual identified in specific tasks or as designated in writing to Contractor, is the primary contact on behalf of Agency for this Agreement.

B.4.3. Contractor shall cover the following training topics from the Motor Carrier Educational Manual for each Course: Safety, weight mile tax, registration and size and weight regulations administered by department.

B.4.4. Contractor shall provide a copy of the Motor Carrier Education Manual to all students attending the Course. Manual contains teaching points and examples for the students, which students may use in Class and may take away from the Class to keep for future reference.

B.4.5. Agency will provide an updated CCD Motor Carrier Education Manual bi-annually or as needed to Contractors.

B.4.6. Contractors will be required to develop their own Course curriculum and presentations for the training program.

B.4.7. Prior to using Course curriculum and presentations in a training, Contractors shall submit their Course curriculum and presentations to the CCD Training Program Coordinator for Agency review and approval.

B.4.8. Contactors shall only use training material and presentations approved by the Agency.

B.4.9. Contractor shall provide a training Course that is a minimum of 8 hours long.

B.4.10. Contractors may offer this Course over multiple days, subject to approval by Agency.

B.4.11. Contractor shall represent the Agency in an appropriate and professional manner.

B.4.12. Contractor may choose between in-person or live online webinars as methods of instruction for the Course. Recorded Classroom presentations will not substitute as an online webinar.

B.4.13. Contractor shall provide the Agency a monthly report with student name and Course date that the student is enrolled with Contractor.

B.4.14. Contractor shall provide the Agency with a list of students who completed the training at the end of each Class.

B.4.15. Contractor shall inform the Agency when a student does not attend their scheduled training.

B.4.16. Contractor shall only provide CCD approved contact phone numbers to students.

B.4.17. Contractors shall provide a language Interpreter at their expense for any student requesting the service.

B.4.18. Transportation. Contractor shall provide all necessary transportation for their personnel to and from Workshops. Travel costs are non-reimbursable under this Agreement.

B.4.19. Release Of Uncompleted Student Records

B.4.19.1. When the Agreement expires or is terminated by Contractor or Agency, the Contractor shall provide to Agency all of the student registration records and study logs of those students who:

B.4.19.1.1. Purchased the Oregon Motor Carrier Education Training prior to the termination or expiration of the Agreement and have not completed the Oregon Motor Carrier Education Training;

B.4.19.1.2. Purchased and completed the Oregon Motor Carrier Education Training prior to the termination or expiration of the Agreement but whose information was not transmitted to CCD.

B.4.20. Refund: When the Agreement expires or is terminated by Contractor or Agency, Contractor shall issue refunds to all students that have paid for a scheduled training, but no class will occur.

B.4.21. Work Hours. Training Workshops must be delivered during working hours as agreed upon by Agency and Contractor.

B.4.22. Contractor acknowledges that program rules and statutes are subject to change and agrees to provide training on the rules and statutes in effect at the time of training.

B.5. ESTABLISHING THE TRAINING CALENDAR BY CONTRACTOR

B.5.1. Contractor shall determine the number of potential students for each Class, and the date and location for each Class.

B.5.2. Contractor shall have a website with Course schedule and enrollment method for Motor Carriers to enroll into their program.

B.5.3. Contractor shall maintain a schedule of the trainings on their website that can be accessed by potential students. Contractor’s training schedule must be updated to reflect schedule changes as needed.

B.5.4. Agency will direct Motor Carriers to the CCD Motor Carrier Education webpage.

Agency webpage will provide Contractor information and a link to the Contractor’s website for Course enrollment.

B.5.5. Contractor shall provide Contractor’s training schedule to the Agency on a monthly basis.

B.5.6. Contractor shall offer at a minimum one Workshop per month to give students an opportunity to complete the Course within the time outlined in ORS 825.402.

B.5.7. Agency will not offer any minimum attendance guarantees for training Workshops.

B.5.8. Contractor Course Cancellation or Rescheduling: In the event any Workshop must be rescheduled or cancelled, Contractor shall notify Agency and students at least 10 calendar days before the scheduled Workshop. In the event any Workshop must be rescheduled or cancelled due to Force Majeure as outlined in Section C (18), neither Agency nor Contractor shall be liable for costs of rescheduling or cancelling the Workshop.

B.6. CONTRACTOR DELIVERABLES

B.6.1. Contractor shall prepare and submit to the CCD Training Coordinator a comprehensive training curriculum for each training topic including, but not limited to lesson plans and Course presentations.

B.6.2. Contractor shall require students to submit to Contractor an approved US government-issued photographic identification number before Oregon Motor Carrier Education Training offered by Contractor commences. Approved U.S. government-issued photographic identification includes a driver's license, a DMV identification card, a passport, a military ID card or a Resident Alien Card (INS Form 1-551), commonly called a green card.

B.6.3. Obtain signatures from all attending students on the attendance roster.

B.6.4. Provide copies of Agency approved handout materials for Class participants.

B.6.5. Provide hard or digital copy of the Agency Motor Carrier Education Manual to Class participants.

B.6.6. Provide audio and visual aids used in Class, (i.e., overheads, slides, videos, etc.)

B.6.7. Contractor shall be responsible for the costs of Course materials.

B.6.8. Approved Contractors must develop and provide to students Contractor’s contact information, Contractor’s policies on refunds, and Contractor’s availability to answer questions on material covered in class. Contractor shall be available to answer questions on material covered in class for a minimum of 90 days following completion of the training.

B.6.9. Contractor shall report the cost of its training to the CCD as part of its application. Additionally, Contractors shall email the CCD within 10 working days of changing its costs for Oregon Motor Carrier Education Training. The CCD reports Oregon Motor Carrier Education Training costs on its website; prices are updated the first working day of every month. Report a price change by email to CCD Training Program Coordinator at: ORmcEducation@odot.oregon.gov

B.6.10. Confidentiality of Student Identification Records.

Contractor shall hold student identification records in strict confidence and shall not use or disclose Student Identification Records except as required to perform its obligations pursuant to this Agreement. For the purposes of this section, "Student Identification Records" means any identification records obtained by Contractor as required by this Agreement. "Student Identification Records" does not include information which is or becomes (other than by disclosure by Contractor) publicly known.

mailto:james.buell@odot.oregon.gov

B.7. REVIEW, COMMENT and SCHEDULE OVERVIEW B.7.1. Contractor shall submit all deliverables to CCD Training Program Coordinator or designee unless otherwise noted in specific tasks.

B.7.2. Contractor shall make revisions to address Agency review comments and submit revised deliverable(s) to CCD Training Program Coordinator within 10 business days of receipt of Agency review comments, unless a different timeframe is specified for specific tasks or otherwise agreed to in writing by Agency.

B.8. FORMAT REQUIREMENTS

Contractor shall submit draft and final deliverables in electronic format via email (and hard copy if requested) for review and approval before using for Class instruction.

B.9. COURSE TOPICS

Minimum Course requirements are as follows:

B.9.1. Course Topic 1: Motor Vehicle Registration Every motor vehicle must be registered permanently or temporarily with the state or province in which the motor vehicle carrier’s fleet is based. Contractor shall discuss the following Motor Vehicle Registration requirements outlined in the Agency Motor Carrier Education Manual: Registration Weight, Commercial Registration, Apportioned Registration, and Glossary of Terms.

B.9.2. Course Topic 2: Weight-Mile Tax This Course lesson will teach Motor Carriers on the requirements needed for the Oregon Weight-Mile Tax Program. The Oregon Department of Transportation (ODOT) requires motor vehicle carriers operating vehicles in commercial operations on public roads within Oregon, and with a gross weight over 26,000 pounds, to report and pay highway-use taxes. Contractor shall discuss the following Weight Mile Tax Program requirements outlined in the Agency Motor Carrier Education Manual: Account Information, Declared Weight, Recordkeeping, and Monthly and Quarterly Mileage Tax Reports

B.9.3. Course Topic 3: Size and Weight The goal of this Course topic is to ensure Motor Carriers understand the legal size and weight requirements for operating a commercial motor vehicle. Contractor shall discuss the following motor vehicle size and weight requirements outlined in the Motor Carrier Education Manual: Size and Weight Permits, Size and Weight Laws, Legal Weight, and Maximum Vehicle and Combination Size Limit

B.9.4. Course Topic 4: Motor Vehicle Carrier Safety Every motor vehicle carrier and driver in Oregon shares the duty to use our roads and highways responsibly. Every vehicle must be driven and maintained to ensure the safety of all highway users. Contractor shall discuss the following: Federal Regulations, Controlled Substances and Alcohol Testing, CDL Standards, Qualification of Drivers, Hours of Service of Drivers and Maintenance

B.10. CCD OBLIGATIONS

B.10.1. Oregon Motor Carrier Education Training /Changes. Although it is Contractor's responsibility to remain current on all applicable statutes, rules, forms and procedures, CCD will strive to notify Contractor of any changes in statutes, rules, CCD forms and procedures.

B.10.2. Updated Manual. Agency will provide an updated CCD Motor Carrier Education Manual bi-annually or as needed to Contractors.

B.10.3. Trainer Qualifications CCD will review the information submitted by Contractor and will approve Trainers who have experience as outlined in Section B.3.2 Qualifications and OAR 740-035-0200. CCD will notify Contractor of its approval, or disapproval, of each of the Contractor's Trainers whose names were submitted to the CCD.

B.10.4. List Of Contractors CCD will make available a list of approved Contractors available on its website. The list may include the name of the Contractor, telephone number, e-mail address, website, the type of training offered (e.g., In-Person Classroom or Instructor led virtual Class), and the cost for the training. CCD may limit or edit content of submittals for inclusion in CCD publications or website information.

C. STANDARD TERM AND CONDITIONS:

C.1. TERMINATION

C.1.1. Either Party may terminate this Agreement without cause upon 30 days written notice to the other Party.

C.1.2. CCD may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by CCD, under any of the following conditions:

C.1.2.1. Contractor’s Oregon Motor Carrier training does not cover the topics outlined in ORS 825.400.

C.1.2.2. Contractor or its employees or Trainers submit false or inaccurate records to CCD.

C.1.2.3. If Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Agreement, and after receipt of written notice from CCD fails to correct such failures within 5 business days or such longer period as CCD may authorize.

C.1.2.4. If federal or state laws, regulations or guidelines are modified or interpreted in such a way that the work under this Agreement is prohibited.

C.1.2.5. CCD fails to receive funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient in CCD’s reasonable administrative discretion, to perform its duties under this Agreement.

• Any termination of this Agreement shall not prejudice any rights or obligations accrued to the Parties prior to termination.

• Upon termination or expiration of this Agreement, Contractor's authorization to perform Oregon Motor Carrier Education Training automatically ends.

Contractor shall immediately cease performing Oregon Motor Carrier Education Training. CCD may not be held liable for any financial loss, such as loss of profit, incurred by Contractor as a condition of termination.

C.2. ADVERTISING

In advertising or any other form of solicitation or publication, an approved Contractor shall not include the terms “State of Oregon”, “Commerce and Compliance Division (CCD)”, “Department of Transportation” or any other word or phrase that indicates or implies that the State of Oregon approves, sanctions or endorses Contractor and its activities. In advertising or any other form of solicitation or publication, an approved Contractor may use the term "Approved provider of the Oregon Motor Carrier Education Training" but shall not indicate in any other manner that CCD, the Department of Transportation or the State of Oregon approves, sanctions or endorses Contractor and its activities. For purposes of this paragraph, the approved Contractor shall use the business or organization name provided on this Agreement.

C.3. PUBLICITY

Contractor agrees that it shall not disclose the form, content or existence of this Agreement or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with CCD or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by CCD or the State of Oregon’s Department of Transportation without the prior written consent of CCD.

C.4. COLLECTION AND MAINTENANCE OF PERSONAL INFORMATION

For purposes of Oregon Motor Carrier Training, Contractor shall hold any Personal Information received in strict confidence and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to any other Person, except as required to perform its obligations pursuant to this Agreement.

Contractor shall ensure that all individuals employed by, under contract with or volunteering for Contractor shall comply with the requirements of this subsection.

C.5. CONFIDENTIAL INFORMATION

Contractor acknowledges that it and its employees, officers, directors, agents, volunteers or subcontractors (collectively, “Contractor Staff”) may, in the Course of performing the Services under this Agreement, be exposed to or acquire information that is confidential to CCD or CCD’s 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 Agreement shall be considered for the purposes of this Agreement the confidential information of CCD (“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 CCD to others without restrictions similar to those imposed by this Agreement; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; (iv) is obtained from a source other than CCD without the obligation of confidentiality, (v) is disclosed with the written consent of CCD, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

C.5.1. 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 CCD hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist CCD in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise CCD 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 Agreement, and Contractor will at its expense cooperate with CCD in seeking injunctive or other equitable relief in the name of CCD or Contractor against any such Person. Contractor shall not at any time during or after the term of this Agreement, except as directed by CCD, disclose, directly or indirectly, any Confidential Information to any Person, except in accordance with this Agreement. Upon expiration or termination of this Agreement or at CCD’s request, Contractor shall deliver to CCD all documents, papers, and other matter in Contractor's possession that embody

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

C.5.2. Confidentiality Policies. Contractor shall, upon CCD’s request, provide its policies and procedures for safeguarding Confidential Information to CCD for CCD’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

C.5.3. Injunctive Relief. Contractor acknowledges that breach of this Section 7.5, including disclosure of any Confidential Information, will cause irreparable injury to CCD that is inadequately compensable in damages. Accordingly, CCD may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of CCD and are reasonable in scope and content.

C.6. INSPECTION

Contractor agrees that the CCD, the Oregon Secretary of State’s Office, the federal government, and their duly authorized representatives shall have access to the documents, papers and records of Contractor which are directly pertinent to the specific Agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of 6 years following the expiration, or termination, date of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. Copies of applicable records must be made available upon request. Contractor acknowledges that such inspections may be conducted without prior notice to Contractor.

CCD will conduct inspections only during Contractor's regular business hours as provided on the signature page. CCD shall reimburse Contractor for the cost of copies requested by CCD.

C.7. COMPLIANCE WITH LAW GENERALLY

Contractor shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Agreement and the performance of the Services. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Agreement: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (”HITECH”) Act portion of the American Recovery and Reinvestment Act of 2009 (“ARRA”), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the

Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (“WIA”) of 1998, as amended; (ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and (xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated.

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 Agreement, including the procurement process relating to this Agreement, that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Agreement, 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 Agreement. 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 CCD under this Agreement or any other provision of law.

C.8. INDEPENDENT CONTRACTOR.

Contractor, including its employees, agents or volunteers, is an independent Contractor as defined in ORS 670.600 and as described in IRS Publication 1779 and is not an employee or agent of the State of Oregon. The Parties agree that Contractor shall not contribute to the Public Employee Retirement System, and that neither Contractor nor its employees are eligible for any benefit of state employment such as wages, federal social security, unemployment insurance, workers' compensation or any other employment benefit from the State of Oregon. Neither Contractor or its officers, employees, agents or volunteers shall hold themselves out as officers, employees or agents of the State of Oregon.

Contractor shall perform the work under this Agreement as an independent Contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform the work under this Agreement including, but not limited to, retirement contributions, workers compensation, unemployment taxes, and state and federal income tax withholdings.

C.9. SUBCONTRACTS

Contractor shall not enter into any subcontracts for any of the work scheduled under this Agreement without obtaining prior written approval from CCD.

https://www.irs.gov/pub/irs-pdf/p1779.pdf

C.10. SEVERABILITY

The Parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal, otherwise invalid or in conflict with any law or administrative rule, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular provision held to be invalid.

C.11. CAPTIONS

The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Agreement.

C.12. WAIVER; AMENDMENT

No waiver, consent, amendment or modification or change of terms of or to this Agreement shall bind either Party unless in writing and signed by both Parties and all necessary state approvals, if applicable, have been obtained. Such waiver, consent, amendment or modification or change of terms, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of CCD to enforce any provision of this Agreement in one instance shall not constitute a waiver by CCD of its right to enforce that or any other provision. This Agreement may not be amended or otherwise modified except by written amendment executed by the authorized representatives of both Parties.

C.13. GOVERNING LAW, VENUE AND JURISDICTION

This Agreement is 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 between CCD (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Agreement must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. CONTRACTOR, BY EXECUTION OF THIS AGREEMENT, CONSENTS TO THE IN PERSONAM JURISDICTION OF

SAID COURTS. In no event may this section be construed as (i) a waiver by the State of Oregon or any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim, action, suit or proceeding, or (ii) consent by the State of Oregon to the jurisdiction of any court.

C.14. NO COVERAGE UNDER OREGON TORT CLAIMS ACT

It is the intent of the Parties that as an independent Contractor, neither Contractor, nor its officers, employees, volunteers or agents are covered by the provisions of the Oregon Tort Claims Act.

C.15. REMEDIES

If this Agreement terminates or expires or Contractor breaches any term or condition of this Agreement, CCD shall have all remedies available to it at law, in equity, and under this Agreement.

C.16. INDEMNIFICATION

Contractor shall defend, save, hold harmless, and indemnify the State, the Oregon Transportation Commission, ODOT, and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses, including attorney fees, of any nature whatsoever resulting from, arising out of, or relating to the Agreement, including but not limited to (1) the activities of Contractor or its officers, employees, subcontractors, or agents, and (2) the Services provided by Contractor. However, the Oregon Attorney General must give written authorization to Contractor or any legal counsel purporting to act in the name of, or represent the interests of the State, its officers, employees and agents prior to such action or representation. Further, the State, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State, its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State are served thereby. Contractor's obligation to pay for all costs and expenses shall include those incurred by the State in assuming its own defense and that of officers, employees, and agents under (i) and (ii) above.

C.17. INSURANCE

Contractor shall carry and provide proof of insurance as indicated on Exhibit A.

C.18. FORCE MAJEURE. Neither ODOT nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the Party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the Agreement. ODOT may terminate the Agreement upon written notice after reasonably determining that such delay or default will likely prevent successful performance of the Agreement.

C.19. NO SUBSTITUTIONS OR ASSIGNMENT

Contractor shall not substitute, assign, sublicense, lease, encumber or otherwise transfer or attempt to transfer any of its rights, obligations or interests under this Agreement. This Agreement is valid only as to the Contractor named herein and is not valid as to any respective successor in interest of Contractor.

C.20. USE OF RECYCLED PAPER

Contractor shall use recycled paper [as defined in ORS 279A.010(1)(gg)] to the maximum extent economically feasible in completing its obligations under this Agreement.

C.21. AUTHORITY TO EXECUTE

Contractor certifies and represents that the individual(s) signing this Agreement has been authorized to enter into and execute this Agreement on behalf of Contractor, under the direction or approval of its governing body, commission, board, officers, members or representatives, and to legally bind Contractor.

C.22. NO THIRD PARTY BENEFICIARIES

Agency and Contractor are the only Parties to this Agreement and are the only Parties entitled to enforce the terms of this Agreement. Nothing in this Agreement gives, is intended to give, or may 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 this Agreement.

C.23. REPRESENTATIONS AND WARRANTIES

Contractor hereby represents and warrants to CCD that Contractor meets all of the requirements and qualifications in Section B “Standards and General Requirements” of this Agreement and is eligible to perform Oregon Motor Carrier Education Training. Contractor further represents and warrants to CCD that Contractor has the power and authority to enter into and perform the service under this Agreement. This Agreement, when executed and delivered, shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms. Contractor is duly licensed to provide the Services specified in the Agreement, and if there is no licensing requirement, Contractor is duly qualified and competent to perform in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Services to be provided under the Agreement Contractor represents and warrants to CCD that:

C.23.1. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than 6 calendar years preceding the Effective Date, faithfully has complied with:

C.23.1.1. All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

C.23.1.2. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

C.23.1.3. Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and

C.23.1.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

C.23.1.5. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

C.24. NOTICE

Except as otherwise expressly provided in this Agreement, any communications between the Parties hereto or notices to be given hereunder must be given in writing by email, personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or CCD at the email address, postal address or telephone number set forth in this Agreement, or to such other addresses or numbers as either Party may hereafter indicate in writing to the other. Any communication or notice so addressed and mailed is effective 5 business days after mailing. Any communication or notice delivered by facsimile is effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours, or on the next business day, if transmission was outside normal business hours of the recipient. To be effective against CCD, any notice transmitted by facsimile must be confirmed by telephone notice to CCD’s Training Program Coordinator.

Any communication or notice given by personal delivery is effective when actually delivered. Any notice given by email is effective when the sender receives confirmation of delivery, either by return email, or by demonstrating through other technological means that the email has been delivered to the intended email address.

C.25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties on the subject matter herein. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement.

C.26. SURVIVAL

All rights and obligations of the Parties under this Agreement will cease upon termination or expiration of this Agreement, other than the rights and obligations of the Parties provided in sections C.1.3, C.1.4, C.2, C.3, C.4, C.5, C.5.1, C.5.3, C.6, C.7, C.8, C.10, C.14, C.15, C.16, C.17, C.25, and any other provision that by its nature or express terms survive termination or expiration of this Agreement.

C.27. AGREEMENT EXHIBITS

This Agreement includes the following exhibits, each of which is incorporated into this Agreement as though fully set forth herein:

• Exhibit A – Insurance Requirements

• Exhibit B – Title VI Non-Discrimination Provisions

CONTRACTOR CERTIFICATIONS and SIGNATURES A. Any individual (the undersigned) signing on behalf of Contractor hereby certifies under penalty of perjury:

(1) Contractor has provided its correct Taxpayer Identification Number (TIN) to ODOT.

(2) 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.

(3) The undersigned is authorized to act on behalf of Contractor, the undersigned has authority and knowledge regarding Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws or any applicable tax laws of political subdivisions of this State. 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, 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.

B. Any individual signing on behalf of Contractor hereby certifies they are authorized to sign this Agreement and that:

(1) Contractor has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

(2) Contractor understands and agrees that various Exhibits to the Agreement are not physically attached, but are incorporated by reference in Part I, Section 4 and have the same force and effect as if fully set forth herein.

(3) Contractor understands and has provided to all Associates the ODOT COI Guidelines and COI Disclosure Form available at:

https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx. Contractor and (to the best of the undersigned’s information, knowledge and belief) Contractor’s Associates are in compliance with the disclosure requirements of the COI Disclosure Form and have no conflicts of interest to disclose. If disclosures regarding this Agreement are required per the COI Disclosure Form, Contractor has made such disclosures to ODOT on a properly prepared and submitted form and, if determined necessary by ODOT, a mitigation plan has been approved by ODOT.

(4) Contractor represents and warrants and attests that Contractor has for the six years preceding the effective date of this Agreement complied with, and agrees that during the term of this Agreement shall comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State as provided in subsection A.(3) above. Contractor’s false attestation or failure to comply with Oregon Tax Laws or the applicable tax laws of political subdivisions of this State for the six years before the Contractor executed the Agreement or during the term of the Agreement is a default for which ODOT may terminate the Agreement, exercise of the right of setoff, or garnishment if applicable, and seek damages and other relief available under the terms of the Agreement or under applicable law.

(5) Contractor has a written policy and practice that meets the requirements described in ORS 279A.112, of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected Class. Contractor agrees, as a material term of https://www.oregon.gov/ODOT/Business/Procurement/DocsPSK/coiguidelines.pdf https://www.oregon.gov/ODOT/Business/Procurement/DocsPSK/COIForm.docx https://www.oregon.gov/ODOT/Business/Procurement/DocsPSK/COIForm.docx https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx the Agreement, to maintain the policy and practice in force during the entire Agreement term (see additional information and sample policy template).

(6) Contractor is an independent contractor as defined in ORS 670.600 and as described in IRS Publication 1779 (https://www.irs.gov/pub/irs-pdf/p1779.pdf).

(7) In the event that Contractor is a general partnership or joint venture, Contractor signature(s) on this Agreement constitutes certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this Agreement.

THE PARTIES, by execution of this Agreement, hereby acknowledge that their signing representatives have read this Agreement, understand it, and agree to be bound by its terms and conditions.

CONTRACTOR SIGNATURE(s) _______________________________Title: ______________ _______ ___ Date: __________

______________________________ Title: ___________________________Date:___________

(2nd signature if necessary for Contractor)

DOJ REVIEW: Reviewed by Janet Borth via e-mail dated 7/06/2023.

DAS APPROVAL: Special Procurement #00041112-23 dated 10/23/2023.

ODOT (Approval Recommendation)

Signature Print Name Date

ODOT (Decision Authority)

Signature Print Name Date https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx https://www.irs.gov/pub/irs-pdf/p1779.pdf

EXHIBIT A – INSURANCE REQUIREMENTS

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit A prior to performing under the Agreement and shall maintain it in force and at its own expense throughout the duration of the Agreement, and as required by any extended reporting period or tail coverage requirements, and all warranty periods that may 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 the State of Oregon and that are acceptable to ODOT. Coverage shall be primary and non-contributory with any other insurance and self-insurance with exception of Professional Liability and Workers’ compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

Insurance documents can be emailed directly to the Oregon Department of Transportation:

ORmcEducation@odot.oregon.gov

INSURANCE REQUIREMENT REVIEW:

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

SUBCONTRACTORS:

Contractor shall require that all of its subcontractors carry insurance coverage that the Contractor deems appropriate based on the risks of the subcontracted work. Contractor shall obtain proof of the required insurance coverages, as applicable, from any subcontractor providing Services related to the Agreement.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY

Required by ODOT of Contractors with subject workers, as defined by ORS 656.027.

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

The coverage shall include Employer’s Liability Insurance with limits not less than $500,000 each accident. Contractor shall require compliance with these requirements in each of its subcontractor contracts.

All employers, including the Contractor and Subcontractor(s), if any, that are exempt under ORS 656.126(2) and subject to any other state’s Workers’ Compensation law, shall provide Workers’ Compensation Insurance coverage as required by applicable Workers’ Compensation laws. The coverage shall also include Employer’s Liability Insurance with limits not less than $500,000 each accident.

PROFESSIONAL LIABILITY

Required Not required mailto:james.buell@odot.oregon.gov

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