Attachment 2 Sample Price Agreement.doc

Attachment 2- Price Agreement Price Agreement Number 000000 State of Oregon

Price Agreement In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications and other electronic formats. To request an alternate format, please send an e-mail to dhs-oha.publicationrequest@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format.

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

Contractor d.b.a. Facility or Assumed Name

Address

Address

Telephone: (required)

Facsimile: (required)

E-mail address: (required)

Contractor's home page URL, if applicable (optional) hereinafter referred to as “Contractor.”

Work to be performed under this Price Agreement relates principally to OHA’s (Fill in with name of Office, Program, etc.)

(Insert address)

(Insert city, state, zip)

Price Agreement Administrator: (Insert Name) or delegate Telephone: (Insert)

Facsimile: (Insert)

E-mail address: (Insert) This Price Agreement is entered into by the State of Oregon acting by and through the Oregon Health Authority (OHA) and Contractor Name (Contractor) for the purpose of identifying the form of Work Order Contract to be used, the general terms and conditions applicable to subsequent Work Order Contracts (“Work Order Contract”) entered into between OHA and Contractor pursuant to which Contractor will provide Forensic Evaluation Services to OHA, and the process through which the Work Order Contracts will be created and authorized.

This Agreement, by itself, is not a binding contract. There is no guarantee that any specific level of work or overall dollar amounts will be authorized for and required of Contractor. Rather, OHA and Contractor intend to enter into binding and enforceable Work Order Contracts for Forensic Evaluation services by execution of a Work Order Contract substantially in the form attached hereto as Attachment 1 that specifies the work to be performed and that makes the terms and conditions set forth in this Agreement applicable to the authorized Work Order Contract.

Each executed Work Order Contract shall create a separate Contract between the parties (consisting of the Work Order Contract together with the Price Agreement terms and conditions) enforceable in accordance with the terms thereof and independent of all other such Work Order Contracts.

Work Order Contract Assignment Procedure: Any Work Order Contract issued pursuant to this Price Agreement for Forensic Evaluation services will be issued according to the process described below.

OHA will coordinate directly with the Contractor for execution of the Work Order Contract for the required work. Contractor will be authorized and required to perform evaluation services as described in the Work Order. Signature by both OHA and the Contractor on the Work Order Contract shall, in combination with and in reference to this Price Agreement, constitute execution of a Contract for authorized services.

State Agencies reserve the right to, by a separate solicitation process, engage Contractors that may not be parties to this Price Agreement with OHA.

The Contractor will perform, and OHA shall pay for work only when performed under a Work Order Contract. An individual Work Order Contract will authorize the work particular to each event.

1. Effective Date and Duration.

This Price Agreement shall become effective on the date this Price Agreement has been fully executed by every party and, when required, approved by Department of Justice or on [insert start date], whichever date is later. Unless extended or terminated earlier in accordance with its terms, this Price Agreement shall expire on [insert end date]. Price Agreement termination shall not extinguish or prejudice OHA’s right to enforce this Price Agreement with respect to any default by Contractor that has not been cured.

2. Price Agreement Documents.

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

Exhibit A, Part 1:

Statement of Work

Exhibit A, Part 2:

Payment and Financial Reporting Exhibit A, Part 3:

Special Provisions

Exhibit B:

Standard Terms and Conditions

Exhibit C:

Insurance Requirements

Attachment 1:

Work Order Contract form

There are no other contract documents unless specifically referenced and incorporated in this Price Agreement.

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

3. Consideration.

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

b. Payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the payment schedule and requirements in Exhibit A, Part 2, “Payment and Financial Reporting.”

c. OHA will only pay for completed Work under a Work Order Contract. For purposes of this Price Agreement, “Work” means the tasks or services and deliverables accepted by OHA as described in each authorized Work Order Contract.

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

FORMCHECKBOX

Contractor is a sub-recipient

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Contractor is a vendor

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Not applicable

Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Price Agreement: CFDA number will be specific to each Work Order Contract.

5. Contractor Data and Certification.

a.

Contractor Information. Contractor shall provide information set forth below. This information is requested pursuant to ORS 305.385.

Please print or type the following information

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

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Is Contractor a nonresident alien, as defined in 26 U.S.C. § 7701(b)(1)?

(Check one box): FORMCHECKBOX

YES FORMCHECKBOX

NO

Contractor Proof of Insurance, as required by Exhibit C:

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

Professional Liability Insurance Company:

Policy #:

Expiration Date:

Commercial General Liability Insurance Company:

Automobile Liability Insurance Company:

Workers’ Compensation: Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): FORMCHECKBOX

YES FORMCHECKBOX

NO If YES, provide the following information:

Workers’ Compensation Insurance Company:

Business Designation: (Check one box):

FORMCHECKBOX

Professional Corporation

FORMCHECKBOX

Nonprofit Corporation

FORMCHECKBOX

Limited Partnership

FORMCHECKBOX

Limited Liability Company

FORMCHECKBOX

Limited Liability Partnership

FORMCHECKBOX

Sole Proprietorship

FORMCHECKBOX

Corporation

FORMCHECKBOX

Partnership

FORMCHECKBOX

Other

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

b.

Certification. The Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Price Agreement or to the project for which work is being performed. The Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS 180.755. Contractor further acknowledges that in addition to the remedies under this Price Agreement, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor. Without limiting the generality of the foregoing, by signature on this Price Agreement, the Contractor hereby certifies that:

(1) Under penalty of perjury the undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620;

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

(3) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

(4) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf;

(5) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” found at: https://www.sam.gov/portal/public/SAM/; and

(6) Contractor is not subject to backup withholding because:

(a) Contractor is exempt from backup withholding;

(b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends; or

(c) The IRS has notified Contractor that Contractor is no longer subject to backup withholding.

c.

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

CONTRACTOR, BY EXECUTION OF THIS PRICE AGREEMENT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS PRICE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

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

6. Signatures. This Price Agreement and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Price Agreement and any amendments so executed shall constitute an original.

Contractor Name By:

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

Approved by: Director, OHA Health Systems Division

By:

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\name3\

Authorized Signature

Printed Name

\title3\

\date3\

Title

Date

Approved for Legal Sufficiency:

Assistant Attorney General

Date

EXHIBIT A

Part 1

Statement of Work

1. The Evaluator shall perform the following services under the Contract:

a. Conduct comprehensive forensic evaluations in accordance with applicable laws, professional standards, and ethical guidelines to determine whether defendants have gained or regained fitness to proceed based on timelines defined in Section 45(5)(c) – (d) of House Bill (HB) 2005 (every 180 calendar days, or 90 calendar days as determined by court order).

b. Conduct forensic evaluations at a date and time selected upon mutual agreement with the CREU Manager. Cases will typically be selected based on criteria suggesting a high priority, such as high-profile, high-complexity, or urgent nature.

c. Maintain accurate, up-to-date availability information and communicate updates or changes to availability immediately to CREU staff.

d. Consult with OSH as needed to consult on evaluation-related information.

e. Review relevant case materials, which may include court orders, indictments and charging documents, police reports, medical and mental health records, jail documentation, OSH Forensic Evaluation Service (FES) reports, non-FES evaluation reports, law enforcement data sheets, and other sources of information relevant to the case.

f. Follow the American Psychological Association (APA) and Oregon guidelines for forensic evaluations.

g. Confirm the evaluations occur within specified time frame set by CREU, the courts, and Oregon Revised Statute (ORS).

h. Respond promptly to questions asked by the courts.

i. Document all communications regarding defendants and submit documentation to CREU team in accordance with CREU specific processes.

j. Notify CREU of any changes to contact information (e.g., email address, phone number) or licensure status.

k. Notify CREU Manager as soon as practicable, and no later than one (1) business day, if a scheduled interview cannot be completed.

l. Notify CREU Manager as soon as practicable, and no later than one (1) business day, of any anticipated delay in submission of an evaluation report.

m. Coordinate with CREU staff regarding work orders and administrative questions.

n. Submit requested revisions within the time frame provided by CREU.

o. Abide by the policies as required by the OHA contractor requirements.

2. Performance Standards

a. Contractor shall:

(1) Conduct forensic psychiatric competency evaluations in a manner that meets the standards identified by guidelines published by the American Psychiatric Association and American Association of Psychiatry and the Law, and meets requirements set forth by ORS Chapter 675

, OAR 858-010-0001

, OAR 858-010-0003

, and OAR 858-010-0075 pertaining to such evaluations.

(2) Conduct psychological evaluations and testing in a manner that meets the standards identified in the Diagnostic and Statistical Manual of Mental Disorders Version 5 and is in accordance with the standards of practices and ethical guidelines of the profession.

b. Working Conditions

(1) This role operates primarily in a remote office environment using a computer, phone, and videoconferencing platforms such as Teams or Zoom for most work tasks.

(2) The contractor is responsible for providing and maintaining their own remote office environment, including dedicated workspace, internet connectivity, computer/phone equipment, and any other supplies needed to perform work remotely.

(3) In‑person meetings or on‑site work at OHA offices, courts, partner agencies, or community program locations may be required on an occasional basis.

(4) Work outside of typical business hours (8:00 a.m. PST to 5:00 p.m. PST, Monday-Friday) may be required on an occasional basis.

(5) Occasional in-state travel may be required for meetings, hearings, presentations, collaboration with system partners, and engagement in statewide initiatives.

(6) Work requires frequent communication with internal and external partners, which may include navigating complex discussions involving sensitive legal, clinical, or operational issues.

(7) Visits to partner locations such as jails, courts, hospitals, or community treatment settings may be required.

(8) Maintain confidentiality in accordance with Health Insurance Portability and Accountability Act (HIPAA), state and federal law, and OHA policies.

Exhibit A Part 2

Payment and Financial Reporting The Not-to-Exceed amount for any evaluation will be authorized by a Work Order Contract issued by OHA. No payment will be made for any services performed before the effective date or after the expiration date of a Work Order Contract.

OHA will not pay any amount in excess of the amount set forth in a Work Order Contract unless that amount is increased by written amendment to the Work Order Contract and the amendment is signed by all parties.

Final invoices shall be submitted to the requesting office as specified in the Work Order Contract within 10 days of the conclusion of the evaluation. Invoices shall be in a form acceptable to OHA and must include the following details:

1. Reference Price Agreement Number 000000;

2. A copy of the Work Order Contract must be attached to the invoice;

3. Total amount of hours; and

4. Total amount of invoice.

OHA reserves the right to request, in writing, full itemization and receipts for any billed item, including but not limited to any or all labor and/or direct costs billed by Contractor.

Incomplete invoices or invoices that do not comply with the requirements and approved event budget will be returned to the Contractor for correction.

EXHIBIT A

Part 3

Special Provisions

1. Confidentiality of Information.

a.

Client Information:

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or except as required by other terms of this Price Agreement. Nothing prohibits the disclosure of information in summaries, statistical, or other form, which does not identify particular individuals.

(2) The use or disclosure of Client Information shall be limited to persons directly connected with the administration of this Price Agreement. Confidentiality policies shall be applied to all requests from outside sources.

(3) OHA, Contractor and any subcontractor will share information as necessary to effectively serve OHA clients.

b.

Non-Client Information:

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under the Price Agreement, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a Party or its officers, directors, employees and agents in the performance of the Price Agreement that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the originating Party (“Confidential Non-Client Information”).

(2) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Party acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under the Price Agreement;

(c) Is rightfully in the receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the originating Party under the Price Agreement;

(d) Is obtained from a source other than the originating Party without the obligation of confidentiality;

(e) Is disclosed with the written consent of the originating Party; or

(f) Is independently developed by the receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non-Client Information.

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Price Agreement or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.410 to 192.505. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

c.

Upon request and pursuant to the instructions of OHA, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

d.

For purposes of this section, “Client” means a recipient of services under this Price Agreement.

2. Amendments.

a. OHA reserves the right to amend or extend the Price Agreement under the following general circumstances:

(1) OHA may extend the Price Agreement for additional periods of time up to a total Price Agreement period of 5 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHA’s satisfaction with performance of the work or services provided by the Contractor under this Price Agreement.

(2) OHA may periodically amend any payment rates throughout the life of the Price Agreement proportionate to increases in Portland Metropolitan Consumer Price Index; and to provide Cost Of Living Adjustments (COLA) if OHA so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature.

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFP #OHA-4069-15 for the following:

(1) Programmatic changes/additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Price Agreement or previous amendments to the Price Agreement;

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in Code of Federal Regulations, Oregon Revised Statutes, or Oregon Administrative Rules which, in part or in combination, govern the provision of services provided under this Price Agreement.

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

3. Media Disclosure. The Contractor will not provide information to the media regarding a recipient of services purchased under this Price Agreement without first consulting the OHA office that referred the child or family. The Contractor will make immediate contact with the OHA office when media contact occurs. The OHA office will assist the Contractor with an appropriate follow-up response for the media.

4. Criminal History Checks, Fingerprinting and Drug Screen.

a. Contractor is required to complete an annual background check pursuant to OAR 407-007-0010 through 407-007-0100 and OAR 407-007-0400 through 407-007-0460 as such rules may be revised from time to time. Background checks will be conducted through Agency’s Oregon State Hospital’s Human Resources Department.

b. Agency’s Oregon State Hospital’s Human Resources Department will conduct a national criminal record check which may include fingerprinting and drug screening. If fingerprinting or drug screening are required, Agency’s Oregon State Hospital’s Human Resource Department will contact Contractor with further instructions.

5. Nondiscrimination. The Contractor must provide services to OHA clients without regard to race, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language and other special needs of clients.

6. Subcontracts. Contractor shall not enter into any subcontracts for any of the Work required by this Contract without prior written consent by OHA. In addition to any other provisions OHA may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that OHA will receive the benefit of subcontractor performance as if the subcontractor were the Contractor with respect to Sections (applicable PA Sections to be determined). Written consent by OHA of any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

7. Compliance with Applicable Law. In compliance with the Americans with Disabilities Act, any written material that is generated and provided by Contractor under this Contract to OHA clients, including Medicaid-Eligible Individuals, shall, at the request of such OHA clients, be reproduced in alternate formats of communication, to include Braille, large print, audiotape, oral presentation, and electronic format. OHA shall reimburse Contractor for costs incurred in complying with this provision. Contractor shall cause all subcontractors under this Contract to comply with the requirements of this provision.

Contractor shall comply with the federal laws as set forth or incorporated, or both, in this Contract and all other federal laws applicable to Contractor's performance under this Contract as they may be adopted, amended or repealed from time to time.

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Price Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between OHA or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Price Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of the jurisdiction of any court or of any form of defense to or immunity from any Claim, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. This Section shall survive expiration or termination of this Price Agreement.

2. Compliance with Law. Contractor shall comply and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Price Agreement or to the performance of Work. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with (i) Title IV of Civil Rights Act of 1964; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS Chapter 659A.142; (iv) Executive Order 11246; (v) the Age Discrimination in Employment Act of 1967 and the Age Discrimination Act of 1975; (vi) all regulations and administrative rules established pursuant to the foregoing laws; and (vii) all other applicable requirements of state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations, executive orders and ordinances are incorporated by reference herein to the extent that they are applicable to this Price Agreement and required by law to be so incorporated. OHA's performance under this Price Agreement is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270, which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of this Price Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as "recycled product" is defined in ORS 279A.010(1)(ii)). This Section shall survive expiration or termination of this Price Agreement.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Price Agreement, represents and warrants that Contractor's Work to be performed under this Price Agreement creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Price Agreement. If compensation under this Price Agreement is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Price Agreement and, unless Contractor is subject to backup withholding, OHA will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Price Agreement, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. OHA reserves the right (i) to determine and modify the delivery schedule for the Work and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHA that:

(1) Contractor has the power and authority to enter into and perform this Contract;

(2) This Price Agreement, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms;

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Price Agreement, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Price Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Price Agreement.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Price Agreement by any other agency or department of the State of Oregon or the federal government. OHA certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Price Agreement within OHA's current biennial appropriation or limitation. Contractor understands and agrees that OHA's payment for Work performed is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to continue to make payments under this Price Agreement.

b. Payment Method. Payments under this Price Agreement will be made by Electronic Funds Transfer (EFT) and shall be processed in accordance with the provisions of OAR 407-120-0100 through 407-120-0380 or OAR 410-120-1260 through OAR 410-120-1460, as applicable, and any other OHA Oregon Administrative Rules that are program-specific to the billings and payments. Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Price Agreement. Contractor shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any payment under this Price Agreement until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS PRICE AGREEMENT, OR UNDER ANY OTHER CONTRACT OR PRICE AGREEMENT BETWEEN CONTRACTOR AND OHA, RESULT IN PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED, OHA, AFTER GIVING WRITTEN NOTIFICATION TO CONTRACTOR, MAY WITHHOLD FROM PAYMENTS DUE TO CONTRACTOR SUCH AMOUNTS, OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO RECOVER THE AMOUNT OF THE OVERPAYMENT UNLESS CONTRACTOR PROVIDES A WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE DATE OF THE NOTICE. ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY REASSIGNS TO OHA ANY RIGHT CONTRACTOR MAY HAVE TO RECEIVE SUCH PAYMENTS. IF CONTRACTOR PROVIDES A TIMELY WRITTEN OBJECTION TO OHA’S WITHHOLDING OF SUCH PAYMENTS, THE PARTIES AGREE TO CONFER IN GOOD FAITH REGARDING THE NATURE AND AMOUNT OF THE OVERPAYMENT IN DISPUTE AND THE MANNER IN WHICH THE OVERPAYMENT IS TO BE REPAID. OHA RESERVES ITS RIGHT TO PURSUE ANY OR ALL OF THE REMEDIES AVAILABLE TO IT UNDER THIS PRICE AGREEMENT AND AT LAW OR IN EQUITY INCLUDING OHA’s RIGHT TO SETOFF.

8. Ownership of Work Product.

a. Definitions. As used in this Section 8, and elsewhere in this Price Agreement, the following terms have the meanings set forth below:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OHA or Contractor.

(3) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to OHA pursuant to the Work.

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” shall be the exclusive property of OHA. OHA and Contractor agree that all Work Product is “work made for hire” of which OHA is the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to the Work is not “work made for hire,” Contractor hereby irrevocably assigns to OHA any and all of its rights, title, and interest in all original Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon OHA's reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OHA. Contractor forever waives any and all rights relating to original Work Product created pursuant to the Work, including without limitation, any and all rights arising under 17 U.S.C. §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display Contractor Intellectual Property and the pre-existing elements of the Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA's behalf.

d. In the event that Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property or a compilation that includes Third Party Intellectual Property, Contractor shall secure on OHA's behalf and in the name of OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA’s behalf.

9. Indemnity.

a. CONTRACTOR SHALL DEFEND (SUBJECT TO ORS CHAPTER 180), SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON AND OHA AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS PRICE AGREEMENT.

b.

INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9.a., CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD OHA, THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO OHA BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR OHA'S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; PROVIDED, THAT THE STATE OF OREGON SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS PRICE AGREEMENT.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Price Agreement if:

(1) 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; or

(2) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Price Agreement and Contractor has not obtained such license or certificate within 14 calendar days after OHA's notice or such longer period as OHA may specify in such notice; or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Price Agreement, fails to perform the Work under this Price Agreement within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Price Agreement in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after OHA’s notice, or such longer period as OHA may specify in such notice.

b. OHA’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a., OHA may, at its option, pursue any or all of the remedies available to it under this Price Agreement and at law or in equity, including, but not limited to:

(1) termination of this Price Agreement under Section 10.e.(2);

(2) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

(3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

(4) exercise of its right of recovery of overpayments under Section 7 of Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and OHA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Section 10.a., then Contractor shall be entitled to the same remedies as if this Price Agreement was terminated pursuant to Section 10.e.(1).

c. Default by OHA. OHA shall be in default under this Price Agreement if OHA commits any material breach or default of any covenant, warranty, or obligation under this Price Agreement, and such breach or default is not cured within 30 calendar days after Contractor's notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for OHA’s Default. In the event OHA terminates the Price Agreement under Section 10.e.(1), or in the event OHA is in default under Section 10.c. and whether or not Contractor elects to exercise its right to terminate the Price Agreement under Section 10.e.(3), Contractor's sole monetary remedy shall be (i) with respect to Work compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Price Agreement but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by OHA, less previous amounts paid and any claim(s) that OHA has against Contractor. In no event shall OHA be liable to Contractor for any expenses related to termination of this Price Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 10.d, Contractor shall immediately pay any excess to OHA upon written demand. If Contractor does not immediately pay the excess, OHA may recover the overpayments in accordance with Section 7, Recovery of Overpayments, and may pursue any other remedy that may be available to it.

e. Termination.

(1) OHA’s Right to Terminate at its Discretion. At its sole discretion, OHA may terminate this Price Agreement:

(a) For its convenience upon 30 days’ prior written notice by OHA to Contractor;

(b) Immediately upon written notice if OHA fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products; or

(c) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that OHA’s purchase of the Work or Work Products under this Price Agreement is prohibited or OHA is prohibited from paying for such Work or Work Products from the planned funding source.

(d) Immediately upon written notice to Contractor if there is a threat to the health, safety, or welfare of any recipient of services under this Price Agreement “OHA Client”, including any Medicaid Eligible Individual, under its care.

(2) OHA’s Right to Terminate for Cause. In addition to any other rights and remedies OHA may have under this Price Agreement, OHA may terminate this Price Agreement immediately upon written notice to Contractor, or at such later date as OHA may establish in such notice, if Contractor is in default under Section 10.a.

(3) Contractor's Right to Terminate for Cause. Contractor may terminate this Price Agreement upon 30 days written notice to OHA, or at such later date as Contractor may establish in such notice, if OHA is in default under Section 10.c. and OHA fails to cure such default within 30 calendar days after OHA receives Contractor's notice or such longer period as Contractor may specify in such notice.

(4) Mutual Termination. The Price Agreement may be terminated immediately upon mutual written consent of the parties or at such other time as the parties may agree in the written consent.

(5) Return of Property. Upon termination of this Price Agreement for any reason whatsoever, Contractor shall immediately deliver to OHA all of OHA’s property that is in the possession or under the control of Contractor at that time. This Section 10.e.(5) survives the expiration or termination of this Price Agreement.

(6) Effect of Termination: Upon receiving a notice of termination of this Price Agreement, or upon issuing a notice of termination to OHA, Contractor shall immediately cease all activities under this Price Agreement, unless in a notice issued by OHA, OHA expressly directs otherwise.

11. Stop-Work Order. OHA may, at any time, by written notice to the Contractor, require the Contractor to stop all, or any part of the work required by this Price Agreement for a period of up to 90 days after the date of the notice, or for any further period to which the parties may agree through a duly executed amendment. Upon receipt of the notice, Contractor shall immediately comply with the Stop-Work Order terms and take all necessary steps to minimize the incurrence of costs allocable to the work affected by the stop work order notice. Within a period of 90 days after issuance of the written notice, or within any extension of that period to which the parties have agreed, OHA shall either:

a. Cancel or modify the stop work order by a supplementary written notice; or

b. Terminate the work as permitted by either the Default or the Convenience provisions of Section 10., Default; Remedies; Termination.

If the Stop Work Order is canceled, OHA may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Price Agreement and the Price Agreement price by a duly executed amendment.

12. Limitation of Liabilities. EXCEPT FOR LIABILITY ARISING UNDER OR RELATED TO SECTION 9. INDEMNITY, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS PRICE AGREEMENT.

13. Insurance. Contractor shall maintain insurance as set forth in Exhibit C, attached hereto.

14. Records Maintenance, Access. Contractor shall maintain all financial records relating to this Price Agreement in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor, whether in paper, electronic or other form, that are pertinent to this Price Agreement, in such a manner as to clearly document Contractor's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor whether in paper, electronic or other form, that are pertinent to this Price Agreement, are collectively referred to as “Records.” Contractor acknowledges and agrees that OHA and the Secretary of State's Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all Records for the longest of:

a. Six years following final payment and termination of this Price Agreement;

b. The period as may be required by applicable law, including the records retention schedules set forth in OAR Chapter 166; or

c. Until the conclusion of any audit, controversy or litigation arising out of or related to this Price Agreement.

15. Information Privacy/Security/Access. If the Work performed under this Price Agreement requires Contractor or, when allowed, its subcontractor(s), to have access to or use of any OHA…