Attachment A - Sample Contract~1.pdf

RFP # S-34000-00016777

Online Training Content Subscription

ATTACHMENT A – SAMPLE CONTRACT

State of Oregon

Contract for Services

This Contract for Services (Contract) is by and between the State of Oregon, acting through its Department of Environmental Quality (Agency) and ________, a [_______] (Contractor) and is effective as of the Effective Date.

Agency and Contractor are the parties to this Contract.

Recitals

1. On or about June ___, 2026, Agency issued RFP# # S-34000-00016777 for an Online Training Content Subscription.

2. Contractor was the successful Proposer.

3. The State desires Contractor to provide the Services, and Contractor wishes to provide the Services.

Agreement

The parties agree:

1. Contract Administrators.

Contractor Contract Administrator for this Contract is:

Contract Administrator Name, Title **Address **City, State ZIP Phone: (xxx) xxx-xxxx Email Address:

Agency’s Contract Administrator for this Contract is:

Contractor Administrator Name and Title **Address **City, State ZIP Phone: (xxx) xxx-xxxx anyname@oregon.gov

Either party may change its Contract Administrator by providing the other notice in compliance with Section

21.6 of this Contract.

2. Definitions. As used in this Contract, the following terms have the meanings set forth below:

“Agency Data” means information created and information stored by Agency through the Services, and information created and collected by Contractor regarding Agency and its clients during the course of providing the Services, including Personal Information.

mailto:anyname@oregon.gov

“Agency Intellectual Property” means any intellectual property owned by Agency and developed independently from the Services.

“Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, excluding State of Oregon holidays and business closure days.

“Calendar Days” means contiguous days.

“Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

“Customer Service” or “Help Desk Support” means all necessary activities to assist end users to effectively and efficiently use the Services and may include:

Tier 1 Support –Response to incidents, with resolution of incidents that can be resolved by the Help Desk (e.g. password resets, permissions settings, user provisioning) and Tier 2 assignment of those incidents that need further analysis.

Tier 2 Support – Analysis of escalated incidents to Contractor resources that have some technical or functional knowledge of the Services or underlying systems.

Tier 3 Support – incidents leading to changes in the Services or underlying systems that need to be incorporated in a release.

“Deliverables” means all items that Contractor is required to deliver to Agency under this Contract, including Work Product.

“Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age.

“Services” means all effort to be expended by Contractor under the Contract.

“State” means the State of Oregon.

“Task” means a segment of the Services to be provided by Contractor under this Contract.

“Third Party Intellectual Property” means any intellectual property owned by parties other than Agency or Contractor.

“Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

3. Contract Term. This Contract is effective on the date this Contract has been fully executed by each party and approved as required by applicable law (“Effective Date”). Unless extended or terminated earlier in accordance with its terms, this Contract terminates on _____ (“Initial Term”). Contractor and Agency may renew this Contract upon written agreement. The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

4. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence:

1) this Contract less all exhibits;

2) Exhibit D (Federal Law);

3) Exhibit C (Special Requirements);

4) Exhibit A (Statement of Work/Description of Courses); and

5) Exhibit B (Required Insurance)

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

5. Services.

5.1. Performance of Services. Contractor shall perform the services (“Services”) and deliver to Agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (“Statement of Work”), meeting or exceeding the requirements set forth in Exhibit C. The Statement of Work includes the delivery schedule for the Deliverables and Services.

5.2. Submission and Acceptance of Deliverables. Contractor shall perform the Services and deliver Deliverables in compliance with the requirements and acceptance criteria set forth in the Statement of Work.

Contractor shall advise Agency upon completion and delivery of a Deliverable. By no later than (i) the date or period for review set forth in the Statement of Work, or (ii) 15 Business Days after receipt of such notice if no date is set, Agency will determine whether the Deliverable meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverable meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverable.

5.3. Rejection of Deliverables; Corrections. If Agency determines that a Deliverable does not meet the acceptance criteria set forth in the Statement of Work, Agency will notify Contractor in writing of Agency’s rejection of the Deliverable. Agency will describe in reasonable detail the basis for rejection of the Deliverable.

Upon receipt of notice of rejection, Contractor shall, within a 15 Business Day period, modify or improve the Deliverable at Contractor’s sole expense, so that the Deliverable meets the acceptance criteria. Contractor shall notify Agency in writing that it has completed such modifications or improvements and re-tender the Deliverable to Agency. Agency will review the modified or improved Deliverable within 15 Business Days of receipt of the Contractor's delivery of the Deliverable. Failure of the Deliverable to meet the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor.

In the event of such default, Agency may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverable as set forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

5.4. Transition of Services. Agency may request that Contractor continue to provide the Services for a period up to 90 calendar days after the termination of this Contract (Transition Period). During the Transition Period, Contractor shall continue to provide the Services, provide additional services to support a responsible and secure transition to Agency or another provider as designated by Agency, and continue to provide Agency with access to all Agency Data.

5.5. Cooperation. Contractor shall cooperate with Agency and its designated third parties.

5.6. Goods. If Contractor provides Agency any software, hardware or other goods or products as part of the Services, all such software, hardware or other goods or products will comply with all provider or manufacturer documentation and the requirements and specifications in this Contract. Unless otherwise provided, title to all such software, hardware or other goods or products passes to Agency upon Agency acceptance and the provisions of ORS Chapter 72 et. seq.

6. Compensation.

6.1. Maximum Not-to-Exceed Compensation. Agency shall pay Contractor a sum not-to-exceed $***,***.**, including all allowable expenses (Maximum Not-to-Exceed Compensation). Agency will not pay

Contractor any amount in excess of the Maximum Not-to-Exceed Compensation and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the Not-to- Exceed Compensation is increased by amendment, the amendment must be fully effective before Contractor performs Services subject to the amendment.

6.2. Invoices. Upon completion and acceptance of the Services or Deliverables, Contractor may submit invoices to Agency as detailed in the Statement of Work, Exhibit A, or if not detailed, then no more frequently than once per month for the accepted Deliverables and Services. The invoices must describe all Services performed, including the dates Contractor performed the Services, deliverable numbers, deliverable percent complete, and by whom the Services were performed; Contractor shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement.

6.3. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor except as authorized in the Statement Work or elsewhere in this Contract. Authorized travel expenses or other expenses, if any, must comply with the Oregon Travel Policy available at:

https://www.oregon.gov/das/Financial/Acctng/Documents/40.10.00.pdf

6.4. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than Agency. Agency believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Agency’s biennial appropriation or limitation. Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

7. Contractor’s Personnel.

7.1. Key Persons. Agency selected Contractor and are entering into this Contract because of the special qualifications of Contractor's key persons identified in the Statement of Work (Key Persons). Contractor shall not reassign or transfer a Key Person or delegate the Key Person’s performance powers and responsibilities to another Contractor employee, subcontractor or agent without first obtaining the written consent of Agency which will not be unreasonably withheld or delayed. However, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control.

In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person. If Agency is paying Contractor on an hourly or other periodic basis, Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. The period of non-charge will be agreed upon by the parties.

7.2. Subcontractors. Contractor shall advise Agency if subcontractors will be performing any or all of the Services. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Agency's prior written consent, which will not be unreasonably withheld or delayed. Contractor shall incorporate the provisions and requirements of this Contract in any subcontract agreement, and each subcontract agreement will name Agency as an intended beneficiary. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

7.3. State Premises. Contractor, its employees, subcontractors and agents shall comply with all policies, rules, procedures, and regulations established by Agency and the State for access to and activities in and around premises controlled by Agency or any other agency of the State and for access to State data or networks, including but not limited to the provisions set forth on Exhibit C.

8. Independent Contractor; Responsibility For Taxes And Withholding

8.1. Independent Contractor. Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services, but Agency 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 Services.

8.2. No Conflicts. Contractor represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

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

8.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and unless required by applicable law, Agency will not withhold from such compensation or payments any amount 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 or payments paid to Contractor under this Contract, except as a self-employed individual.

9. Representations and Warranties.

9.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

• Contractor has the power and authority to enter into and perform this Contract;

• This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms;

• Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

• Contractor shall comply with the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), most current edition, the Software Engineering Institute supplemented by standards set forth in ISO 12207, as well as standards established by the State for quality assurance services;

• Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Application Services or other Services will not violate any such law, ordinance, regulation or order; and

• Contractor is an independent contractor and Contractor’s performance under this Contract to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS 244, for Contractor or any Contractor personnel or Key Persons that will perform Services under this Contract and creates no other violation of ORS Chapter 244 for Contractor, its agents, or contractors.

9.2. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that:

• Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession;

• The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract;

• Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables or goods to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind;

• Any software, platform or application used to provide the Services is free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract.

Notwithstanding the foregoing, this representation and warranty does not include a disabling device that limits, suspends or ends use of the software, platform or application expressly permitted by the terms and conditions by the license under which it was provided; and

• Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract.

9.3. Warranties cumulative. The warranties set forth in Section are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

10. Ownership of Work Product.

10.1. Agency Data and Intellectual Property. Agency owns all Agency Intellectual Property and Agency Data, including all Work Product. Agency hereby grants to Contractor a limited right to use Agency’s Intellectual Property and Agency Data, including all Work Product, for the purposes of this Contract only.

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

10.3. License in Contractor Intellectual Property. Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

10.4. License in Third Party Intellectual Property. Unless otherwise agreed, Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables and to authorize others to do the same on Agency’s behalf. Agency shall have 30 Calendar Days to review and accept or reject or, in the alternative negotiate, any agreement(s) associated with Third Party Intellectual Property

10.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Agency. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Agency any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

10.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Contract.

10.7. Competing Services. Subject to the provisions of this Section, and Contractor’s obligations with respect to Confidential Information, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

11. Confidential Information.

11.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, Contractor Staff) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’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 Contract is the confidential information of Agency (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.

11.2. 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 Agency hereunder. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency 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 Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of the State or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract or as directed by Agency. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all Confidential Information in Contractor's possession. Contractor may keep one copy of such Confidential Information as necessary for quality assurance, audits and evidence of performance of the Services.

The following information is exempt from the non-disclosure obligations, information that: (i) is or becomes publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information; or

(vii) is required to be disclosed by law.

11.3. Consumer Information Protection. In the performance of this Contract, Contractor may have possession or access to documents, records or items that contain “Personal Information”, as that term is used in ORS 646A.602(12). Personal Information is a type of Confidential Information that is highly sensitive and subject to additional protection. Prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, Contractor shall have and maintain a formal written information security program that provides safeguards to protect Personal Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Information Protection Act, ORS 646A.600-646A.628. Contractor shall not breach or permit breach of the security of any Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control under this Contract. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized person, of any such Personal Information. Contractor shall not use, distribute or dispose of any Personal Information other than expressly permitted by Agency, required by applicable law, or required by an order of a tribunal having competent jurisdiction. Contractor shall promptly report to the Agency any breach of security, use, disclosure, theft, loss, or other unauthorized access of any document, record, compilation of information or other item that contains Personal Information to which the Contractor receives access, possession, custody or control in the performance of this Contract.

11.4. Data and Network Security. Contractor shall comply, at all times, with the State’s data and network security requirements as applicable to this Contract and the Services, as modified or adopted from time to time, including as detailed in Exhibit C or as otherwise made available to Contractor.

11.4.1. State Standards. Contractor shall comply with:

• Statewide Information Technology and Security Policies:

Department of Administrative Services : Statewide Policies and Guidelines : State of Oregon

• Cyber Security Services Standards, Guidance, and Additional Resources:

Department of Administrative Services : Statewide Policies and Guidelines : State of Oregon

• State Government Artificial Intelligence Advisory Council Final Recommended Action Plan:

State Government Artificial Intelligence Advisory Council Final Recommended Action Plan

• the requirements of the Oregon Consumer Information Protection Act (ORS 646A.600 et. seq.)

11.4.2. Criminal Background Checks. Contractor’s employees, agents and subcontractors performing Services under this Contract must submit to a criminal background check, that may include a combination of fingerprinting, Oregon Law Enforcement Data Systems (LEDS), and Federal Bureau of Investigation Criminal Justice Information Services (FBI CJIS) background checks. Background checks must occur prior to arrival on State facilities or prior to access of Agency Confidential Information, whichever occurs first.

Background checks will be performed at Agency expense. Agency has the right to reject any Contractor employee, agent, or subcontractor, or limit any such person’s access to the Services or premises based on the results of the background check.

11.4.3. Breach Notification. In the event Contractor or its subcontractors or agents discover or are notified of a breach or potential breach of security relating to the Services or Confidential Information, https://www.oregon.gov/das/Pages/policies.aspx#IT https://www.oregon.gov/das/Pages/policies.aspx#IT https://www.oregon.gov/eis/Documents/SG%20AI%20Final%20Recommended%20Action%20Plan%2020250211.pdf including a failure to comply with Contractor’s confidentiality obligations under this Contract, Contractor shall immediately notify Agency’s Authorized Representative of the breach or potential breach. If Agency determines that the breach or potential breach requires notification of Agency clients or employees, or other notification required by law, Agency will have sole control over the notification content, timing, and method, subject to Contractor’s obligations under applicable law.

11.4.4. Prohibition on Data Mining. Contractor shall not capture, maintain, scan, index, share or use Agency Data stored, processed, or transmitted by the Services, or otherwise use any data-mining technology, for any unrelated commercial purposes, advertising or advertising-related purposes, or for any other purpose other than security analysis that is not explicitly authorized in this Contract, and Contractor shall not permit its agents or subcontractors to do so either.

11.5. Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to the State that is inadequately compensable in damages. Accordingly, the State 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 the State and are reasonable in scope and content.

11.6. Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, without the prior written consent of Agency.

12. Indemnification and Claims.

12.1. Indemnity by Contractor. Contractor shall defend (subject to ORS Chapter 180), save, hold harmless, and indemnify the State of Oregon, Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, statutory penalties, costs (including attorneys’ fees) and expenses, of any nature whatsoever resulting from, arising out of, or relating to (i) any personal injury, death or property damage caused by any alleged act, omission, error, fault, mistake or negligence of Contractor or its employees, subcontractors or agents, related to this Contract, (ii) any act or omission by Contractor or its employees, subcontractors or agents, that constitutes a material breach of this Contract, including without limitation any breach of warranty, or (iii) the infringement of any patent, copyright, trade secret or other proprietary right of any third party by delivery or use of the Services or any related Goods.

CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE ANY CLAIM REFERENCED IN THIS

SECTION WITHOUT THE EXPRESS WRITTEN CONSENT OF AGENCY.

12.2. Damages to State Property and Employees. Contractor is liable for all claims for personal injury or death, including death, damage to real property and damage to tangible and intangible personal property of the State of Oregon or any of its employees, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless, or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract.

13. Limitation of Liabilities.

13.1. CONTRACTOR'S AGGREGATE LIABILITY FOR DAMAGES RELATED TO BREACH OF CONTRACT, INCLUDING ANY REPRESENTATION, WARRANTY OR COVENANT IN THIS CONTRACT WILL BE LIMITED TO THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES UP TO ONE AND ONE HALF TIMES THE MAXIMUM-NOT-

TO-EXCEED COMPENSATION.

13.2. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR

PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

13.3. Limitation of Agency Liabilities. Agency’s liabilities to Contractor, if any, are subject to Article XI, Section 7 of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260-30.300.

14. Insurance. Contractor shall maintain insurance as set forth in Exhibit B.

15. Contractor Default; Agency Remedies.

15.1. Contractor Default. Contractor will be in default under this Contract if Contractor:

15.1.1. 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

15.1.2. No longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 Calendar Days after Agency’s notice or such longer period as Agency may specify in such notice; or

15.1.3. Commits any material breach or default of any covenant, warranty, obligation, certification, or agreement under this Contract, fails to perform the Services under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 14 Calendar Days after Agency's notice, or such longer period as Agency may specify in such notice; or

15.1.4. Has undisclosed liquidated and delinquent debt owed to the State of Oregon or any of its agencies, boards, commissions, departments or divisions.

15.2. Agency’s Remedies for Contractor’s Default. In the event Contractor is in default, Agency may, at their option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

15.2.1. Suspension of Services; or

15.2.2. Termination of this Contract; or

15.2.3. Withholding all monies due for Services and Deliverables that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively; or

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

15.2.5. Exercise of its right of setoff, and withholding of amounts otherwise due and owing to Contractor, without penalty; or

15.2.6. Undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Services and Deliverables to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law.

15.3. Remedies Cumulative. The remedies set forth in Section 15.2 are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default, then Contractor will be entitled to the same remedies as if this Contract was terminated for convenience.

16. Agency Default and Contractor Remedies.

16.1. Agency Default. Agency will be in default under this Contract if Agency (i) fails to pay Contractor any amount pursuant to the terms of this Contract or (ii) commits any material breach or default of any covenant, warranty, or obligation under this Contract, and Agency fails to cure such failure or materials breach within 30 Calendar Days after Contractor’s notice or such longer period as Contractor may specify in such notice.

16.2. Contractor’s Remedies. If Agency is in default or if Agency terminates this Contract for convenience Contractor may terminate the Contract, but Contractor’s sole remedy will be (i) a claim against Agency for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced and authorized expenses incurred and interest, subject to ORS 293.462, or (ii) a claim against Agency for the sum designated for completing the Deliverables multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor. In no event will Agency be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this sub-Section, Contractor shall pay immediately any excess to Agency upon written demand

17. Stop Work. Agency may, at any time, by written notice to Contractor, require Contractor to stop providing the Services or to stop all or any part of the work required by this Contract for a period of up to 90 Calendar Days after the date of the notice, or for any further period to which the parties may agree. 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 Calendar Days after issuance of the written notice, or within any extension of that period to which the parties have agreed, Agency will either: (i) cancel or modify the Stop Work Order by a supplementary written notice, or (ii) amend the Contract, or (iii) terminate the work.

If the Stop Work Order is canceled or Agency issues a notice directing Contractor to resume Services, the parties may make an adjustment in the time required to complete the Services by a duly executed amendment, including any ramp-up time required to for Contractor to resume Services. Any such Contractor request must be in the form of a Change Request and must be received by Agency within 10 Business Days of Agency’s notice canceling the Stop Work Order or directing Contractor to resume Services.

18. Termination.

18.1. Agency’s Right to Terminate. Agency may terminate this Contract:

18.1.1. For convenience, upon 30 Calendar Days’ prior written notice by Agency to Contractor;

18.1.2. Immediately upon written notice by Agency to Contractor if Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Services or Work Products; or

18.1.3. Immediately upon written notice by Agency to Contractor if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the Agency’s purchase of the Services or Work Products under this Contract is prohibited or Agency is prohibited from paying for such Services or Work Products from the planned funding source; or

18.1.4. DAS PS and Agency may terminate this Contract immediately upon written notice by Agency to Contractor, or at such later date as Agency may establish in such notice, if Contractor is in default and has failed to cure.

18.2. Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract immediately upon written notice to Agency, or at such later date as Contractor may establish in such notice, if Agency is in default and has failed to cure.

18.3. Return of Property. Upon termination of this Contract for any reason, Contractor shall immediately deliver to Agency all of Agency’s property (including without limitation any Agency Data, Services or Work Products for which Agency has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Agency property is expressed or embodied at that time.

18.4. Effect of Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless Agency expressly directs otherwise in such notice of termination. Upon Agency's request, Contractor shall surrender to anyone Agency designates, all documents, research or objects or other tangible things needed to complete the Services and the Deliverables.

19. Compliance with Law.

19.1. 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 Contract, Contractor or the performance of the Services, as may be modified or adopted from time to time.

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 Contract: (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) 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; (v) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended;

(vi) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (vii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (viii) ORS Chapter 659, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) 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 Contract and required by law to be so incorporated.

19.2. Compliance with Federal Law. Notwithstanding the generality of Section 19.1 or the above, Contractor shall comply with all applicable federal laws, including, without limitation, those set forth in Exhibit D, which is attached and incorporated into this Contract by this reference.

19.3. Specific State Requirements. Agency’s performance under the Contract 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 Contract, 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)).

19.4. Compliance with Oregon Tax Laws. Contractor certifies that for a period of 6 years prior to the Effective Date of this Contract Contractor has complied with and shall, throughout the duration of this Contract, comply with all tax laws of this State, including: (i) any state taxes administered by the Oregon Department of Revenue (DOR) under the tax laws of this state and local taxes administered by DOR under ORS 305.620; (ii) any tax provisions imposed by a political subdivision of 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; (iii) any tax provisions imposed by a political subdivision of State that applied or apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. The Oregon Department of Revenue may take any action permitted by law to enforce the tax laws.

19.5. Anti-Discrimination. Contractor certifies that Contractor has, and shall maintain for the entire Contract term, a written policy and practice that meets the requirements described in ORS 279A.212 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a Protected Cass.

19.6. Pay Equity. In compliance with ORS 652.220, Contractor shall not unlawfully discriminate against any of its employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a Protected Class. Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

19.7. Oregon False Claims. Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785) and to any liabilities or penalties associated with the making of a false claim under that Act. Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to the Contract or the Services being provided, including but not limited to Contractor invoices, correspondence, reports, or other deliverables.

20. Governing Law; Venue and Jurisdiction.

20.1. Governing Law. This Contract is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law.

20.2. Dispute Resolution. Any dispute between the parties under this Contract that is not resolved through informal discussions may be submitted to mediation upon the consent of the parties. If informal discussions or mediation are unsuccessful, either party may initiate litigation to resolve the dispute. The parties specifically disclaim any right to arbitration of disputes. Agency does not waive its right to a jury trial or right to participate in class, collective, or representative claims.

20.3. Venue and Jurisdiction. Any claim, action, suit or proceeding between the State, Agency or any other agency or department of the State of Oregon and Contractor that arises from or relates to this Contract 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 CONTRACT, HEREBY 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 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 claim, action, suit or proceeding, or (ii) consent by the State of Oregon to the jurisdiction of any court.

21. Miscellaneous Provisions.

21.1. Records Maintenance; Access. Contractor shall maintain all records, books, documents, papers, plans, financial information, records of shipments and payments, and writings of Contractor, whether in paper, electronic or other form, related to this Contract (Records) in such a manner as to clearly document Contractor's performance, for a minimum of 6 years (or longer if required by law) following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later. All financial records relating to this Contract must be kept in accordance with generally accepted accounting principles.

Contractor shall grant Agency, the Oregon Secretary of State's Office, the federal government and their duly authorized representatives access to all Records related to this Contract, whether in paper, electronic or other form, to perform examinations and audits and to make copies, excerpts and transcripts of and from such Records.

21.2. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide the Oregon Department of Revenue and the…