Attachment 3 Sample Grant Agreement~3.pdf

000000/initials Page 1 of 21 Sample Grant Agreement RFGA 6287(reviewed by DOJ 7/15/2026) Updated: 7/22/2026

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Grant Agreement Number 000000

STATE OF OREGON

GRANT AGREEMENT

This Agreement (this “Agreement”) is between the State of Oregon, acting by and through its Oregon Health Authority (“OHA”) and Recipient Legal Entity Name d.b.a. Assumed Name (“Recipient”).

Contact information for Recipient is as follows:

Address

City, State Zip Attention: (required) Telephone: (required)

Fax: (optional) Email address: (required)

The OHA program to be supported under this Agreement relates to:

(Fill in with name of Office, Program, etc.)

(Insert address)

(Insert city, state, zip) Agreement Administrator: (Insert Name) or delegate

Telephone: (Required) E-mail address: (Required)

Recitals (not standard practice but available as an option)

Attachment 3 Sample Grant Agreement

OB 44300-00018213/RFGA 6287

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1. Effective Date and Duration. This Agreement will become effective on the last date all required signatures in Section 6 ., below have been obtained. Recipient’s performance of the program described in Exhibit A, Part 1, “Project Description” may start on TBD, will be governed by this Agreement, and for such expenses incurred by Recipient may be reimbursed once this Agreement is effective in accordance with the schedule of payments in Exhibit A, Part 2, “Disbursement and Invoicing”. Unless extended or terminated earlier in accordance with its terms, this Agreement will expire on June 30, 2027.

2. Agreement Documents.

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

(1) Exhibit A, Part 1: Project Description

(2) Exhibit A, Part 2: Disbursement and Invoicing

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements There are no other Agreement documents unless specifically referenced and incorporated into this Agreement.

b. In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control. The documents comprising this Agreement shall be in the following descending order of precedence: this Agreement less all exhibits, Exhibits B, A, and C.

3. Grant Disbursement Generally. The maximum not-to-exceed amount payable to Recipient under this Agreement, which includes any allowable expenses, is $[insert amount] (“Grant Funds”). OHA will not disburse Grant Funds to Recipient in excess of the not-to-exceed amount and will not disburse Grant Funds until this Agreement has become effective pursuant to Section 1., “Effective Date and Duration.” OHA will disburse Grant Funds to Recipient as described in Exhibit A.

4. Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

Recipient is a subrecipient Not applicable

Assistance Listings number(s) of federal funds to be paid through this Agreement: NA

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5. Recipient Information and Certification.

a. Recipient Information. Recipient shall provide the information set forth below.

(1) Is Recipient a nonresident alien, as defined in 26 USC § 7701(b)(1), a foreign person, or a foreign entity? (Check one box): YES NO

(2) Business Designation. (Check one box):

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

(3) Recipient Proof of Insurance. Recipient shall provide the following information upon submission of the signed Agreement. All insurance listed herein and required by Exhibit C, must be in effect prior to Agreement execution.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION:

Commercial General Liability Insurance Company: ____________________________________

Policy #: ______________________________________________ Expiration Date: ________________

Automobile Liability Insurance Company: ______________________________________________

Policy #: ______________________________________________ Expiration Date: ________________

Workers’ Compensation. Does Recipient have any subject workers, as defined in ORS 656.027? (Check one box): YES NO If YES, provide the following information:

Workers’ Compensation Insurance Company: _________________________________________

Policy #: ______________________________________________ Expiration Date: ________________

b. Certification. Without limiting the generality of the foregoing, by signature on this Agreement, the undersigned hereby certifies that:

(1) Recipient is in compliance with all insurance requirements in Exhibit C of this Agreement and notwithstanding any provision to the contrary, Recipient shall deliver to the OHA Agreement Administrator (see page one of this Agreement) the required Certificate(s) of Insurance within 30 days of execution of this Agreement. By certifying compliance with all insurance as required by this Agreement, Recipient acknowledges it may be found in breach of the Agreement for failure to obtain required insurance.

Recipient may also be in breach of the Agreement for failure to

000000/initials Page 4 of 21 provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Agreement;

(2) Recipient 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 Recipient and that pertains to this Agreement or to the project for which the grant activities are being performed. Recipient 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. The Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Recipient, in addition to any remedies that may be available to OHA under the Agreement;

(3) The information shown in Section 5.a. is Recipient’s true, accurate and correct information;

(4) To the best of the undersigned’s knowledge, Recipient 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;

(5) Recipient and Recipient’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at:

https://www.treasury.gov/resource-center/sanctions/SDN- List/Pages/default.aspx;

(6) Recipient 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/SAM;

(7) Recipient is not subject to backup withholding because:

(a) Recipient is exempt from backup withholding;

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

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

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx https://www.sam.gov/SAM

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(8) Recipient’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided to OHA is true and accurate. If this information changes, Recipient shall provide OHA with the new FEIN or SSN within 10 days.

RECIPIENT, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT

RECIPIENT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE

BOUND BY ITS TERMS AND CONDITIONS.

6. Signatures. This Agreement may be executed in counterparts, all of which when taken together constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

Recipient Name By:

Authorized Signature Printed Name

Title Date

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

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Not Required per OAR 137-045-0030(1)(b) Oregon Department of Justice Date

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EXHIBIT A

Part 1 Project Description

To be determined based on Track awarded

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Part 2 Disbursement and Invoicing

To be determined based on award

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Part 3 Special Provisions

1. Amendments.

a. Only as approved by all federal or state entities governing the funds to be paid through this Agreement, and subject to Section 1.b. below, OHA reserves the right to amend this Agreement for the following:

(1) Extend the Agreement for additional funding if available; and

(2) Amend the Program Description for the following:

(a) Programmatic changes/additions or modifications deemed necessary to accurately reflect the original scope that may not have been expressed in the original Agreement or previous amendments to the Agreement as authorized by all funding source documentation; or

(b) As necessitated by changes in the funding source(s) paid through this Agreement.

b. Upon identification, by any party to this Agreement, of any circumstance which may require an amendment to this 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 Agreement before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, Section 19.

“Amendments; Waiver; Consent” of this Agreement.

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EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to 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 (each, an, “Action”) between OHA or any other agency or department of the State of Oregon and Recipient 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. RECIPIENT, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURT.

However, if an Action 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 may this Section be construed as (a) a waiver by the State of Oregon of 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 Action, or (b) consent by the State of Oregon to the jurisdiction of any court.

2. Compliance with Law. Recipient shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Recipient and this Agreement.

3. Independent Parties; Conflict of Interest.

a. Recipient 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 Recipient is currently performing work for the State of Oregon or the federal government, Recipient by signature to this Agreement, represents and warrants that Recipient’s participation in this 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 Recipient currently performs work would prohibit Recipient’s participation under this Agreement. If disbursement under this Agreement is to be charged against federal funds, Recipient certifies that it is not currently employed by the federal government.

4. Representations and Warranties of Recipient. Recipient represents and warrants that:

a. Validity. Recipient is duly organized and validly existing, is authorized to do business in Oregon, and has the power and authority to transact the

000000/initials Page 10 of 21 business in which it is engaged and to enter into and perform this Agreement.

b. Authority; No Impairment. The making and performance of this Agreement by Recipient has been duly authorized by all necessary actions of Recipient; does not and will not violate any provision of any applicable law, rule, or regulation or order of any court, regulatory commission, board or other administrative agency or any provision of Recipient’s organizing documents or authorizing statutes; and does not and will not result in the breach of, or constitute a default or require any consent under, any other agreement or instrument to which Recipient is a party or by which Recipient or any of its properties is bound or affected and does not and will not result in the creation or imposition of any prohibited encumbrance of any nature.

c. Enforceability. This Agreement, when executed and delivered, is a valid and binding obligation of Recipient enforceable in accordance with its terms.

d. Full Disclosure. Recipient has disclosed in writing to OHA all facts that may adversely affect this Agreement, or the ability of Recipient to perform any obligation required by this Agreement. Recipient has made no false statements of fact, nor has it omitted information necessary to prevent any statements from being misleading, regarding the Grant Funds or this Agreement. The information contained in this Agreement is true and accurate in all respects.

e. Pending Litigation. Recipient has disclosed in writing to OHA all proceedings, environmental or otherwise, pending (or to the knowledge of Recipient, threatened) against or affecting Recipient, in any court or before any governmental authority or arbitration board or tribunal, that, if adversely determined, would materially adversely affect the ability of Recipient to perform all obligations required by this Agreement.

f. No Defaults.

(1) No Default (as defined in Section 10., “Default; Remedies;

Termination.” of this Exhibit B exists or occurs upon authorization, execution or delivery of this Agreement.

(2) Recipient has not violated and has not received notice of any claimed default or violation of any other agreement with OHA or any other agency of the State of Oregon.

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g. Governmental Consent. Recipient has obtained or will obtain all permits and approvals, and has made or will make all notifications, declarations, filings or registrations, required for the making and performance of its obligations under this Agreement.

5. Limitation of Liability. Recipient acknowledges and agrees that in no event are OHA or its agents liable or responsible for any direct, indirect, incidental, special, consequential or punitive damages in connection with or arising out of this Agreement.

6. Grant Funds; Disbursements.

a. Recipient is not entitled to compensation under this Agreement by any other agency or department of the State of Oregon. Recipient acknowledges and agrees that OHA’s disbursement of Grant Funds under this Agreement 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 disburse the Grant Funds to Recipient as set forth in this Agreement.

b. Disbursements under this Agreement will be made by Electronic Funds Transfer (EFT). Upon request, Recipient shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT disbursement. Recipient shall maintain at its own expense a single financial institution or authorized disbursement 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 disbursements under this Agreement. Recipient shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Recipient elects to designate a different financial institution for the receipt of any disbursement made using EFT procedures, the Recipient shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any disbursement under this Agreement until receipt of the correct EFT designation and disbursement information from the Recipient.

7. Prohibition on Supplanting. The Grant Funds may not supplant or replace other funds that have been provided for the same purpose. Recipient shall ensure that the activities provided under this Agreement will be in addition to, and not in substitution for, comparable activities.

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8. Recovery of Unexpended Grant Funds. Any funds disbursed to Recipient under this Agreement that remain unexpended on the earlier of termination or expiration of this Agreement (“Unexpended Funds”) must be returned to OHA.

Recipient shall return all Unexpended Funds to OHA within 14 calendar days after the earlier of termination or expiration of this Agreement.

9. Indemnity. Recipient shall defend, save, hold harmless, and indemnify the state of Oregon and OHA and its officers, employees, and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney fees (each, a “Claim”), resulting from, arising out of, or relating to the activities of Recipient or its officers, employees, subcontractors, or agents under this Agreement. Notwithstanding the foregoing, neither Recipient nor any attorney engaged by Recipient may defend a Claim in the name of the state of Oregon or any agency of the state of Oregon, nor purport to act as legal representative for the state of Oregon or any of its agencies, without first receiving from the Oregon Attorney General, authority to act as legal counsel for the state of Oregon or any agency of the state of Oregon without the approval of the Oregon Attorney General. If the state of Oregon or any agency of the state of Oregon assumes its own defense, Recipient will be liable for the attorney fees of the state of Oregon or any agency of the state of Oregon, including but not limited to any fees charged by the Oregon Department of Justice.

10. Default; Remedies; Termination.

a. Default.

(1) Default by Recipient. Recipient will be in default (each, a “Default”) under this Agreement if:

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

(b) Recipient no longer holds a license or certificate that is required for Recipient to perform its obligations under this Agreement;

(c) Recipient fails to use Grant Funds exclusively for the Grant Activities in accordance with the terms of this Agreement;

(d) Recipient fails to return Unexpended Funds in accordance with this Agreement;

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(e) Recipient makes any false or misleading representation in this Agreement or in any document provided by Recipient to OHA related to the Grant Funds or this Agreement; or

(f) Recipient fails to perform any covenant, warranty, obligation or agreement under this Agreement, and that failure continues for a period of 14 calendar days after written notice specifying such failure is given to Recipient by OHA, or such longer period as OHA may agree to in writing, if OHA determines Recipient has instituted and is diligently pursuing corrective action.

(2) Default by OHA. OHA will be in default under this Agreement if OHA commits any material breach of its obligations under this Agreement, and such breach is not cured within thirty (30) calendar days after Recipient’s notice or such longer period as Recipient may specify in such notice (each, an “OHA Default”).

b. Remedies.

(1) OHA’s Remedies for Recipient’s Default. In the event Recipient is in Default, OHA may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to:

(a) termination of this Agreement as set forth herein;

(b) barring Recipient from receiving future grants;

(c) withholding all or part of the Grant Funds not yet disbursed by OHA to Recipient under this Agreement;

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

(e) requiring repayment upon demand from OHA of all or a portion of the Grant Funds, OHA’s costs of exercising its remedies under this Agreement, and interest, if any, on all or any portion of the Grant Funds required to be returned.

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.

(2) Recipient’s Remedies for OHA’s Default. In the event of an OHA Default and whether or not Recipient elects to exercise its right to terminate this Agreement, Recipient's sole remedy will be a claim for due but unpaid Grant Funds authorized by this Agreement. In no

000000/initials Page 14 of 21 event will OHA be liable to Recipient for any expenses related to termination of this Agreement, or for anticipated profits or loss, or for consequential or punitive damages.

c. Termination.

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

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

(b) Immediately upon written notice if OHA fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to continue supporting the program;

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

(d) Immediately upon written notice to Recipient if there is a threat to the health, safety, or welfare of any person receiving funds or benefitting from activities under this Agreement.

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

(3) Recipient’s Right to Terminate for Cause. Recipient may terminate this Agreement upon 30 days written notice to OHA or at such later date as Recipient may establish in such notice, if there is an OHA Default.

(4) Mutual Termination. This 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) Effect of Termination. Upon receiving a notice of termination of this Agreement or upon issuing a notice of termination to OHA, Recipient shall immediately cease all activities under this Agreement unless OHA expressly directs otherwise.

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11. Insurance. Recipient shall maintain insurance as set forth in Exhibit C, attached hereto.

12. Records Maintenance, Access. Recipient shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, Recipient shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Recipient, whether in paper, electronic or other form, that are pertinent to this Agreement, in such a manner as to clearly document Recipient’s performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of Recipient whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as “Records.” Recipient acknowledges and agrees that OHA and the Oregon 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. Recipient shall retain and keep accessible all Records for the longest of:

a. Six years following final disbursement and termination of this 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 Agreement.

13. Information Privacy/Security/Access. If this Agreement requires or allows Recipient or, when allowed, its subcontractor(s), to access or otherwise use any OHA Information Asset or Network and Information System in which security or privacy requirements apply, and OHA grants Recipient, its subcontractor(s), or both access to such OHA Information Assets or Network and Information Systems, Recipient shall comply and require its subcontractor(s) to which such access has been granted to comply with the terms and conditions applicable to such access or use, including OAR 943-014-0300 through OAR 943-014-0320, as such rules may be revised from time to time. For purposes of this Section, “Information Asset” and “Network and Information System” have the meaning set forth in OAR 943-014-0305, as such rule may be revised from time to time.

14. Assignment of Agreement, Successors in Interest.

a. Recipient shall not assign or transfer its interest in this Agreement without prior written consent of OHA. Any such assignment or transfer, if approved, is subject to such conditions and provisions required by OHA. No approval by OHA of any assignment or transfer of interest shall be deemed

000000/initials Page 16 of 21 to create any obligation of OHA in addition to those set forth in this Agreement.

b. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns.

15. Subcontracts. Recipient shall not enter into any subcontracts for any part of the project supported by this Agreement without OHA’s prior written consent. In the event that OHA consents in writing, Recipient shall ensure that all such contracts and subcontracts comply with the terms and conditions of this Agreement, including containing a provision to that effect therein. OHA’s consent to any subcontract does not relieve Recipient of any of its duties or obligations under this Agreement.

14. No Third Party Beneficiaries. OHA and Recipient are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed by the general public unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

15. Survival. All rights and obligations cease upon termination or expiration of this Agreement, except for the rights and obligations and declarations which expressly or by their nature survive termination of this Agreement, including without limitation this Section, Governing Law, Consent to Jurisdiction;

Compliance with Law; Independent Parties; Conflict of Interest; Representations and Warranties of Recipient; Limitation of Liability; Grant Funds; Disbursements (but only with respect to obligations accruing prior to termination); Recovery of Unexpended Grant Funds; Indemnity; Default; Remedies; Termination (as applicable to post‑termination rights); Insurance; Records Maintenance, Access;

Information Privacy/Security/Access; Assignment of Agreement, Successors in Interest; Subcontracts; No Third Party Beneficiaries; Severability; and Notice.

16. Severability. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be unlawful or otherwise invalid, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid.

17. Notice. Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, fax, email, or mailing the same, postage prepaid to Recipient or OHA at the address or number set forth in this Agreement, or to such other addresses or numbers as either party may indicate

000000/initials Page 17 of 21 pursuant to this Section. Any communication or notice so addressed and mailed by regular mail shall be deemed received and effective five days after the date of mailing. Any communication or notice delivered by email shall be deemed received and effective five days after the date of emailing. Any communication or notice delivered by fax shall be deemed received and 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 Recipient. Notwithstanding the foregoing, to be effective against the other party, any notice transmitted by fax must be confirmed by telephone notice to the other party. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.

OHA: Office of Contracts & Procurement 500 Summer Street NE, E-03 Salem, OR 97301 Telephone: 503-945-5818 Fax: 503-378-4324

18. Headings. The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and may not be used to construe the meaning or to interpret this Agreement.

19. Merger; Waiver. This Agreement constitutes the entire agreement between the parties on the subject matter hereof. No modification or amendment of this Agreement will bind either party unless in writing and signed by the parties (and the necessary approvals obtained), and no waiver or consent will be effective unless signed by the party against whom such waiver or consent is asserted.

Such waiver or consent, if given, will be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Agreement.

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EXHIBIT C

Insurance Requirements

Recipient shall obtain at Recipient’s expense the insurance specified in this Exhibit prior to performing under this Grant Agreement. Recipient shall maintain such insurance in full force and at its own expense throughout the duration of this Grant Agreement, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply. Recipient 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 Agency. All coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Recipient shall pay for all deductibles, self-insured retention, and self-insurance, if any.

If Recipient maintains broader coverage and/or higher limits than the minimums shown in this Exhibit, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Recipient .

WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY:

All employers, including Recipient , that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017, and provide Workers' Compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Recipient shall require and ensure that each of its subcontractors complies with these requirements. If Recipient is a subject employer, as defined in ORS 656.023, Recipient shall also obtain Employers' Liability insurance coverage with limits not less than $500,000 each accident.

If Recipient is an employer subject to any other state’s workers’ compensation law, Grantee shall provide Workers’ Compensation Insurance coverage for its employees as required by applicable workers’ compensation laws including Employers’ Liability Insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

As applicable, Recipient shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen’s and Harbor Workers’ Compensation Act.

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COMMERCIAL GENERAL LIABILITY:

Recipient shall provide Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State of Oregon. This insurance must include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this Grant Agreement, and have no limitation of coverage to designated premises, project, or operation. Coverage must be written on an occurrence basis in an amount of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 annual aggregate limit.

AUTOMOBILE LIABILITY INSURANCE:

Required Not required Recipient shall provide Automobile Liability Insurance covering Recipient ’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000.00 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal Automobile Liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and Excess/Umbrella Insurance may be used to meet the required limits of insurance. When used, all of the primary and Excess or Umbrella policies must provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Excess or Umbrella or policies must be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, must be called upon to contribute to a loss until the Recipient ’s primary and excess liability policies are exhausted.

If Excess/Umbrella Insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the Excess/Umbrella insurance.

ADDITIONAL INSURED:

All liability insurance, except for Workers’ Compensation, Professional Liability, Directors and Officers Liability and Network Security and Privacy Liability (if applicable), required under this Grant Agreement must include an Additional Insured endorsement specifying the State of Oregon, its officers, employees, and agents as Additional Insureds, but only with respect to Recipient ’s activities to be performed under this

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Grant Agreement. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

Regarding Additional Insured status under the General Liability policy, Agency requires Additional Insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Recipient 's activities to be performed under this Grant Agreement. The Additional Insured endorsement with respect to liability arising out of Recipient ’s ongoing operations must be on, or at least as broad as, ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on, or at least as broad as, ISO form CG 20 37.

WAIVER OF SUBROGATION:

Recipient shall waive rights of subrogation which Recipient or any insurer of Recipient may acquire against the Agency or State of Oregon by virtue of the payment of any loss.

Recipient shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Agency has received a Waiver of Subrogation endorsement from the Recipient or the Recipient ’s insurer(s).

CONTINUOUS CLAIMS MADE COVERAGE:

If any of the required liability insurance other than Physical Abuse and Molestation Insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Recipient shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Grant Agreement, for a minimum of 24 months following the later of:

(i) Recipient ’s completion and Agency’s acceptance of all Services required under the Grant Agreement, or

(ii) Agency or Recipient termination of this Grant Agreement, or

(iii) The expiration of all warranty periods provided under this Grant Agreement.

If PHYSICAL ABUSE AND MOLESTATION INSURANCE is required, then refer to that coverage requirement for separate Continuous Claims Made Coverage that applies.

CERTIFICATE(S) AND PROOF OF INSURANCE:

Recipient shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any goods and performing any Services required under this Grant Agreement. The Certificate(s) of Insurance must list the State of Oregon, its officers, employees, and agents as a Certificate holder and as an endorsed Additional Insured.

The Certificate(s) of insurance must also include all required endorsements or copies of the applicable policy language effecting coverage required by this Grant Agreement. If Excess/Umbrella Insurance is used to meet the minimum insurance requirement, the

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Certificate(s) of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance. As proof of insurance, Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Exhibit.

NOTICE OF CHANGE OR CANCELLATION:

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

INSURANCE REQUIREMENT REVIEW:

Recipient agrees to periodic review of insurance requirements by Agency under this Grant Agreement and to provide updated requirements as mutually agreed upon by Recipient and Agency.

STATE ACCEPTANCE:

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