Attachment A Sample Price Agreement.pdf

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 Department of Human Services, hereinafter referred to as “ODHS,” 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 ODHS’

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

(Insert address) (Insert city, state, zip)

Contract Administrator: (Insert Name) or delegate Telephone: (Required)

Fax: (Optional) E-mail address: (Required)

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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 ODHS’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:

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Federal Terms and Conditions

(6) Exhibit D: Insurance Requirements

(7) Exhibit F: Sample Purchase Order 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 C, B A, and D

3. Consideration.

a. Upon termination or expiration of the Price Agreement, and at the request of ODHS, the Contractor will continue to provide the goods or services and meet the obligations under any applicable Purchase Order (PO) issued to the Contractor unless such PO is otherwise terminated pursuant to the terms and conditions of the PO. If the Contractor ships Goods under any applicable PO during the period following the termination or expiration of the Price Agreement, the terms and conditions and pricing of such PO shall remain in effect.

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.”

4. Contractor or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.102, ODHS’s determination is that:

Contractor is a subrecipient Contractor is a contractor Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract: CFDA

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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

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone: ( ) Facsimile: ( )

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

(Check one box): YES NO Contractor Proof of Insurance, as required by Exhibit D:

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:

Policy #: Expiration Date:

Automobile Liability Insurance Company:

Policy #: Expiration Date:

Workers’ Compensation: Does Contractor 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 #:

Business Designation: (Check one box):

Expiration Date:

Professional Corporation Limited Liability Company Corporation

Nonprofit Corporation Limited Liability Partnership Partnership

Limited Partnership Sole Proprietorship Other

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

a. Certification. Without limiting the generality of the foregoing, by signature on this

Contract, the undersigned hereby certifies under penalty of perjury that:

(1) Contractor is in compliance with all insurance requirements in Exhibit D of this

Price Agreement, and notwithstanding any provision to the contrary, Contractor shall deliver to the ODHS Contract Administrator (see page 1 of this Price Agreement) the required Certificate(s) of Insurance within 30 days of execution of this Price Agreement. By certifying compliance with all

000000/initials Page 4 of 23 insurance as required by this Price Agreement, Contractor acknowledges it may be found in breach of the Price Agreement for failure to obtain required insurance. Contractor may also be in breach of the Price Agreement for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Price Agreement;

(2) 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 the Price Agreement work is being performed. 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;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Price Agreement and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes:

(i) All tax laws of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon 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 Oregon that applied 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.

Contractor acknowledges that the Oregon Department of Administrative Services will report this Price Agreement to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under this Price Agreement; or (ii) exercising a right of setoff against Contractor’s compensation under this Price Agreement for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5.a., “Contractor Information” above is Contractor’s true, accurate and correct information;

(5) 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;

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(6) Contractor and Contractor’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;

(7) 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” currently found at: https://www.sam.gov/SAM;

(8) 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; and

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

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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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:

Authorized Signature Title Date

State of Oregon, acting by and through its Oregon Department of Human Services By:

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Not Required per OAR 137-045-0030(1)(a)

Department of Justice Date

Reviewed by Office of Contracts and Procurement:

Approved via e-mail by Contract Specialist Date

Date

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EXHIBIT A

Part 1 Technical Specifications

1. Goods to be provided by Contractor:

a. Item No. 1

2. Delivery Locations:

Contractor shall provide and deliver Goods to Oregon Department of Human Service, Stabilization and Crisis Unit locations:

a. 5334 Quail Street NE, Salem OR 97305

b. 871 Cade Avenue NE, Keizer, OR 97303

c. 918 Charles Street, Newberg, OR 97132

d. 650 Dean Avenue, Eugene, OR 97404

e. 5525 Discovery Place NE, Salem, OR 97317

f. 2736 N Williams Ave, Portland, OR 97227

g. 2720 N Williams Ave, Portland, OR 97227

h. 5683 Gath Road SE, Salem OR 97317

i. 18600 NE Halsey Street, Portland, OR 97230

j. 5545 Discovery Place NE, Salem, OR 97317

k. 9355 SE Hawthorne Boulevard, Portland, OR 97216

l. 4914 SE Ina Avenue, Milwaukie, OR 97267

m. 1105 James Street, Newberg, OR 97132

n. 2710 Jody Place, Lebanon, OR 97355

o. 1999 - 74th Avenue SE, Salem, OR 97317

p. 9352 SE Madison Street, Portland, OR 97216

q. 805 E. Oak Street, Lebanon, OR 97355

r. 350 River Road, Eugene, OR 97404

s. 9460 Fowler Lane SE, Turner, OR 97392

t. 38536 Weirich Drive, Lebanon, OR 97355

3. Silence of Specifications: Pursuant to ORS 279B.055(2) ODHS requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services. The apparent silence of the Specifications and/or any supplemental Specifications as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only materials and workmanship of first quality are to be used. All products shall be new and unused with full manufacturer's warranties.

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4. Adherence to Specifications. Deviations discovered after purchase shall be corrected at no cost to ODHS.

5. Acceptance, Rejection and Revocation of Acceptance:

a. Acceptance.

ODHS shall test if ODHS, in its sole discretion deems testing necessary, inspect and either accept or reject Goods delivered within fourteen (14) calendar days from the date Contractor delivers Goods to ODHS. If ODHS does not provide written notice of acceptance or rejection of Goods to Contractor within fourteen

(14) calendar days following the date of delivery of Goods, ODHS is deemed to have accepted Goods.

b. Rejection. If ODHS rejects Goods, then ODHS’s written notice of rejection shall, at a minimum, itemize the apparent defects and include:

(1) A description of nonconformance between Goods delivered and the required Specifications and warranties (including any variance from demonstrations or sample characteristics of Goods if Contractor provided demonstrations or samples);

(2) A description of any other nonconformance of Goods (including late delivery); and

(3) A statement indicating whether Contractor may cure the nonconformance and if so, the method by which and time period within which Contractor may cure.

c. Revocation of Acceptance.

Notwithstanding ODHS’s acceptance of Goods under section 5.b.(1) ODHS may revoke its acceptance of Goods for nonconformance with the Specifications. If ODHS revokes acceptance of Goods, ODHS shall deliver a written notice of revocation of acceptance to Contractor that includes the same information required for a written notice of rejection under section 5.b.(2).

d. Effect Of Rejection or Revocation of Acceptance.

If ODHS rejects Goods or revokes its acceptance of Goods, Contractor shall refund all payments ODHS has made to Contractor for those Goods and shall, at no cost to ODHS, remove Goods from ODHS’s possession within nine (9) calendar days following the later of the date of ODHS’s notice of rejection, the date of ODHS’s notice of revocation of acceptance, or the date of Contractor’s failure to cure if cure is permitted. Nothing contained in this section 5.d precludes ODHS from pursuing any remedies to which either may be entitled upon rejection or revocation of acceptance of Goods or otherwise under this Price Agreement.

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Part 2 Payment and Financial Reporting

1. Payment Provisions.

a. As consideration for the Goods purchased under this Price Agreement during the period specified Section 1. “Effective Date and Duration” ODHS agrees to pay Contractor the fee for Goods and Services as stated below:

Item (1) $00.00 per [enter description];

b. Contractor understands and agrees that this Price Agreement does not provide or guarantee Contractor any minimum amount of Goods to be ordered and that Goods ordered shall be purchased on an “as-needed” basis.

c. Shipping: See Exhibit B, “State of Oregon Terms and Conditions,” Section 1.

“Delivery.”

d. Contractor shall submit invoices for Goods delivered to cau.invoices@dhsoha.state.or.us.

(1) Invoice shall include the Price Agreement number, the PO number, location, invoice date, date(s) Goods were delivered, Goods ordered and volume or quantity of Goods delivered, price for each Good and Service specified above in Section 1.a., and the total for all Goods delivered.

(2) Invoices that do not comply with the format stipulated in c.(1) above may be held up for payment until the proper invoice format is submitted for payment.

2. Travel and Other Expenses.

ODHS will not reimburse Contractor for any travel or additional expenses under this Price Agreement.

Commented [OA1]: Please verify mailto:cau.invoices@dhsoha.state

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Part 3 Special Provisions

1. Purpose:

a. This Price Agreement is entered into by ODHS and Contractor for the purpose of identifying the form of State of Oregon Purchase Order (PO) form to be used, the general terms and conditions applicable to subsequent PO entered into between the parties pursuant to which Contractor will deliver Goods to the ODHS Stabilization and Crisis Unit at the addresses specified herein and the process through which the PO’s will be issued.

b. The Goods provided under each executed PO issued under the authority of this Price Agreement resulting from RFP #ODHS S-10000-00006930 (5622) are for the purpose of purchasing Patient Beds for ODHS, Stabilization and Crisis Unit.

c. Unauthorized Purchases: Goods and Services provided without written authority (i.e. without a written PO or PO Amendment (change order)) from ODHS are considered unauthorized and ODHS is under no obligation to pay for the Goods and Services.

d. There is no guarantee that any specific number of Goods or overall dollar amounts will be authorized for and required of Contractor. This Price Agreement, by itself, is not a binding contract but rather, each executed PO shall create a separate Contract between the parties (consisting of the PO (Exhibit F) together with the Price Agreement terms and conditions) enforceable in accordance with the terms thereof.

e. ODHS will issue PO’s for the delivery of Goods on the form attached hereto as Exhibit F that specifies the types and quantity of Goods ordered and delivered and that makes the terms and conditions set forth in this Price Agreement applicable to the authorized PO.

2. State of Oregon Purchase Order Form Issuance Procedure:

Any PO issued pursuant to this Price Agreement for the delivery of Goods specified herein will be issued according to the process described below.

a. ODHS will contact Contractor directly to place an order for a Goods described in herein.

b. Executed PO’s will authorize the delivery of Goods.

c. The Contractor shall deliver Goods, and ODHS will pay for Goods delivered as ordered under an executed PO.

d. To be effective, the PO must specify all of the following language stating that the PO is submitted under this Price Agreement (and include the Price Agreement reference number listed on page 1 of this Price Agreement) to read as follows:

"This Purchase Order, in addition to any exhibits or addenda attached, is placed against State of Oregon Request for Proposal # S-10000-00006930 (5622) and Price

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Agreement (Master Blanket Purchase Order) # PO-10000-0000XXXX (XXXXXX).

The terms and conditions contained in the Price Agreement apply to this purchase and take precedence over all other conflicting terms and conditions, express or implied.

There are no understandings, agreements, or representations, oral or written, not specified herein.

3. Amendments.

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

(1) ODHS may extend the Price Agreement for additional periods of time up to a total Price Agreement period of 10 years, to add additional Goods and Services the Contractor may offer to ODSH and additional pricing for Goods and Services that are added. The determination for any extension for time, additional goods and services, or pricing may be based on ODSH’s satisfaction with performance of the shipment and availability of Goods and Services provided by the Contractor under this Price Agreement.

b. ODHS further reserves the right to amend the Specifications based on the original specifications of RFP #ODHS S-10000-00006930 (5622) for the following:

(1) Programmatic changes/additions or modifications deemed necessary to facilitate the purchase of Goods and Services that may not have been expressed in the original Price Agreement or previous amendments to the Price Agreement; and

(2) 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 either 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.

4. 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, “State of Oregon - Terms and Conditions,” of this Price Agreement. Section

17. “Amendments,” Section 19. Waiver."

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EXHIBIT B

STATE OF OREGON – TERMS AND CONDITIONS

1. DELIVERY: Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties.

2. INSPECTIONS: ODHS, herein after in this Exhibit B referred to as “Agency" may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure any defects within a reasonable time, Agency may reject the Goods and cancel the PO in whole or in part.

This paragraph does not affect or limit Agency's rights, including its rights under the Uniform Commercial Code, ORS chapter 72 (UCC).

3. PAYMENT: Agency shall pay Contractor within 30 days from (i) the date the Goods are delivered and accepted or (ii) the date the invoice is received, whichever is later. If Agency fails to pay within 45 days of such date, Contractor may assess overdue account charges up to a rate of 2/3% per month (8% APR) or the maximum rate allowed by law on the outstanding balance.

4. STATE PAYMENT OF CONTRACTOR CLAIMS: If Contractor does not pay promptly any claim that is due for Goods or Services furnished to the Contractor by any subcontractor in connection with this PO, the State may pay such claim and charge that payment against any payment due to the Contractor under this PO. The State’s payment of a claim does not relieve the Contractor or its surety, if any, from their obligations for any unpaid claims.

5. WARRANTIES: Contractor represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture. All UCC implied and expressed warranties are incorporated in this PO. Contractor shall transfer all warranties to the State.

6. TERMINATION: (i) The parties may terminate this PO by mutual agreement. (ii) Agency may terminate this PO at any time with written notice to Contractor. Upon receipt of the written notice, Contractor shall stop performance, and Agency shall pay Contractor for Goods delivered and accepted. (iii) Agency may terminate this PO at any time if Agency fails to receive funding, appropriations, or other expenditure authority.

(iv) If Contractor breaches any PO provision or is declared insolvent, Agency may terminate this PO for cause with written notice to Contractor, and Contractor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC.

7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the State and it agencies, their divisions, officers, employees, and agents, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this PO.

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8. GOVERNING LAW, JURISDICTION, VENUE: This PO is governed by Oregon law, without resort to any other jurisdiction's laws. Any claim, action, suit, or proceeding between the State and the Contractor that relates to this PO (Claim) must be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it must be heard exclusively in the US District Court for the District of Oregon. Contractor consents to the in personam jurisdiction of these courts. Neither this Section nor any other provision of this PO is a waiver by the State of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court.

9. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond its reasonable control. Agency may terminate this PO without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of this PO.

10. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights (Subcontract) or delegate responsibilities under this PO in whole or in part, without the prior written approval of Agency. This PO’s provisions are binding upon and inure to the benefit of the parties to the PO and their respective successors and assigns.

11. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this PO according to GAAP and any other records relating to Contractor’s performance (“Records”) for six (6) years from termination or as otherwise required. Contractor shall grant the State and its agencies, the Secretary of State Audits Division, the federal government, and their duly authorized representatives’ access to the Records, including reviewing, auditing, copying, and making transcripts.

12. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders, and ordinances, as amended (Rules), including: (i) Titles VI and VII of Civil Rights Act of 1964; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) Executive Order 11246; (v) The Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; (vi) The Vietnam Era Veterans’ Readjustment Assistance Act of 1974; (vii) ORS Chapter 659; (viii) ORS 279B.020, , and 279B.270; (ix) all other applicable requirements of federal and state civil rights and rehabilitation statues, rules and regulations; (x) all federal and state laws governing the handling, processing, packaging, storage, labeling, and delivery of food products; and (xi) all regulations and administrative rules established pursuant to the foregoing laws. Agency’s performance is conditioned upon Contractor’s compliance with, 279B.220, 279B.225, 279B.230, and 279B.235, as applicable. All applicable Rules are incorporated by reference in this PO.

13. WORKERS' COMPENSATION: Contractor shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless exempt under ORS 656.126(2). Contractor shall ensure that its Subcontractors, if any, comply with these requirements.

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14. SAFETY AND HEALTH REQUIREMENTS: Contractor represents and warrants that the Goods comply with all federal and Oregon safety and health requirements.

15. MATERIAL SAFETY DATA SHEET: Contractor shall provide Agency with a Material Safety Data Sheet for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use (OAR 437- 002-0360 and 29 CFR 1910.1020). Contractor shall label, tag or mark such Goods.

16. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the PO. These products shall include recycled paper, recycled PETE products, other recycled products (ORS 279A.010(1)(gg),(hh),(ii)), and other recycled plastic resin products.

17. AMENDMENTS: All amendments to this PO must be in writing, signed by Agency.

18. SEVERABILITY: If a court of competent jurisdiction declares any provision of this PO to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

19. WAIVER: Agency’s failure to enforce any provision of this PO is not a waiver or relinquishment by Agency of its rights to such performance in the future or to enforce any other provisions.

20. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this PO. Agency may withhold final payment under this PO until Contractor has met this requirement.

21. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury: (a) the number shown on this form is the correct Federal Employer Identification Number; (b) it is not subject to backup withholding because (i) it is exempt from backup withholding, (ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and (c) it is not in violation of any Oregon tax laws.

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EXHIBIT C

Federal Terms and Conditions

General Applicability and Compliance. Unless exempt under 45 CFR Part 87 for Faith-Based Organizations (Federal Register, July 16, 2004, Volume 69, #136), or other federal provisions, Contractor shall comply and, as indicated, cause all subcontractors to comply with the following federal requirements to the extent that they are applicable to this Contract, to Contractor, or to the Work, or to any combination of the foregoing. For purposes of this Contract, all references to federal and state laws are references to federal and state laws as they may be amended from time to time.

1. Miscellaneous Federal Provisions. Contractor shall comply and require all subcontractors to comply with all federal laws, regulations, and executive orders applicable to the Contract or to the delivery of Work. Without limiting the generality of the foregoing, Contractor expressly agrees to comply and require all subcontractors to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (a) Title VI and VII of the Civil Rights Act of 1964, as amended, (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, (c) the Americans with Disabilities Act of 1990, as amended, (d) Executive Order 11246, as amended, (e) the Health Insurance Portability and Accountability Act of 1996, as amended, (f) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended, (g) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, (h) all regulations and administrative rules established pursuant to the foregoing laws, (i) all other applicable requirements of federal civil rights and rehabilitation statutes, rules and regulations, and (j) all federal laws requiring reporting of Client abuse. 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.

No federal funds may be used to provide Work in violation of 42 U.S.C. 14402.

2. Equal Employment Opportunity. If this Contract, including amendments, is for more than $10,000, then Contractor shall comply and require all subcontractors to comply with Executive Order 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60).

3. Clean Air, Clean Water, EPA Regulations. If this Contract, including amendments, exceeds $100,000 then Contractor shall comply and require all subcontractors to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 7606), the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33 U.S.C. 1251 to 1387), specifically including, but not limited to Section 508 (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (2 CFR Part 1532), which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. Violations shall be reported to ODHS, United States Department of Health and Human Services and the appropriate Regional Office of the Environmental Protection Agency.

Contractor shall include and require all subcontractors to include in all contracts with subcontractors receiving more than $100,000, language requiring the subcontractor to comply with the federal laws identified in this section.

4. Energy Efficiency. Contractor shall comply and require all subcontractors to comply with applicable mandatory standards and policies relating to energy efficiency that are contained in the Oregon energy conservation plan issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. 6201

et. seq. (Pub. L. 94-163).

5. Truth in Lobbying. By signing this Contract, the Contractor certifies, to the best of the Contractor’s knowledge and belief that:

a. No federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal

000000/initials Page 16 of 23 grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement.

b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the Contractor shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions.

c. The Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients and subcontractors shall certify and disclose accordingly.

d. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certification is a prerequisite for making or entering into this Contract imposed by Section 1352, Title 31 of the U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

e. No part of any federal funds paid to Contractor under this Contract shall be used, other than for normal and recognized executive legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat the enactment of legislation before the United States Congress or any State or local legislature itself, or designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government itself.

f. No part of any federal funds paid to Contractor under this Contract shall be used to pay the salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before the United States Congress or any State government, State legislature or local legislature or legislative body, other than for normal and recognized executive-legislative relationships or participation by an agency or officer of a State, local or tribal government in policymaking and administrative processes within the executive branch of that government.

g. The prohibitions in subsections (e) and (f) of this section shall include any activity to advocate or promote any proposed, pending or future Federal, State or local tax increase, or any proposed, pending, or future requirement or restriction on any legal consumer product, including its sale or marketing, including but not limited to the advocacy or promotion of gun control.

h. No part of any federal funds paid to Contractor under this Contract may be used for any activity that promotes the legalization of any drug or other substance included in schedule I of the schedules of controlled substances established under Section 202 of the Controlled Substances Act except for normal and recognized executive congressional communications.

This limitation shall not apply when there is significant medical evidence of a therapeutic advantage to the use of such drug or other substance of that federally sponsored clinical trials are being conducted to determine therapeutic advantage.

6. Resource Conservation and Recovery. Contractor shall comply and require all subcontractors to comply with all mandatory standards and policies that relate to resource conservation and recovery pursuant to the Resource Conservation and Recovery Act (codified at 42 U.S.C. 6901 et. seq.). Section 6002 of that Act (codified at 42 U.S.C. 6962) requires that preference be given in procurement

000000/initials Page 17 of 23 programs to the purchase of specific products containing recycled materials identified in guidelines developed by the Environmental Protection Agency. Current guidelines are set forth in 40 CFR Part 247.

7. Audits.

a. Contractor shall comply, and require all subcontractors to comply, with applicable audit requirements and responsibilities set forth in this Contract and applicable state or federal law.

b. If Contractor expends $750,000 or more in federal funds (from all sources) in a fiscal year, Contractor shall have a single organization-wide audit conducted in accordance with the provisions of 2 CFR Subtitle B with guidance at 2 CFR Part 200. Copies of all audits must be submitted to ODHS within 30 days of completion. If Contractor expends less than $750,000 in a fiscal year, Contractor is exempt from Federal audit requirements for that year. Records must be available as provided in Exhibit B, “11. ACCESS TO RECORDS”.

8. Debarment and Suspension. Contractor shall not permit any person or entity to be a subcontractor if the person or entity is listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Executive Orders No. 12549 and No. 12689, “Debarment and Suspension”. (See 2 CFR Part 180.) This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory authority other than Executive Order No. 12549.

Subcontractors with awards that exceed the simplified acquisition threshold shall provide the required certification regarding their exclusion status and that of their principals prior to award.

9. Pro-Children Act. Contractor shall comply and require all subcontractors to comply with the Pro- Children Act of 1994 (codified at 20 U.S.C. Section 6081 et. seq.).

10. Medicaid Services. Contractor shall comply with all applicable federal and state laws and regulation pertaining to the provision of Medicaid Services under the Medicaid Act, Title XIX, 42 U.S.C. Section 1396 et. seq., including without limitation:

a. Keep such records as are necessary to fully disclose the extent of the services provided to individuals receiving Medicaid assistance and shall furnish such information to any state or federal agency responsible for administering the Medicaid program regarding any payments claimed by such person or institution for providing Medicaid Services as the state or federal agency may from time to time request. 42 U.S.C. Section 1396a (a)(27); 42 CFR Part 431.107(b)(1) & (2).

b. Comply with all disclosure requirements of 42 CFR Part 1002.3(a) and 42 CFR Part 455 Subpart (B).

c. Maintain written notices and procedures respecting advance directives in compliance with 42 U.S.C. Section 1396(a)(57) and (w), 42 CFR Part 431.107(b)(4), and 42 CFR Part 489 subpart I.

d. Certify when submitting any claim for the provision of Medicaid Services that the information submitted is true, accurate and complete. Contractor shall acknowledge Contractor’s understanding that payment of the claim will be from federal and state funds and that any falsification or concealment of a material fact may be prosecuted under federal and state laws.

e. Entities receiving $5 million or more annually (under this Contract and any other Medicaid contract) for furnishing Medicaid health care items or services shall, as a condition of receiving such payments, adopt written fraud, waste and abuse policies and procedures and inform employees, contractors and agents about the policies and procedures in compliance with Section 6032 of the Deficit Reduction Act of 2005, 42 U.S.C. § 1396a(a)(68).

11. Agency-based Voter Registration. If applicable, Contractor shall comply with the Agency-based Voter Registration sections of the National Voter Registration Act of 1993 that require voter

000000/initials Page 18 of 23 registration opportunities be offered where an individual may apply for or receive an application for public assistance.

12. Disclosures.

a. 42 CFR Part 455.104 requires the State Medicaid agency to obtain the following information from any provider of Medicaid or CHIP services, including fiscal agents of providers and managed care entities: (1) the name and address (including the primary business address, every business location and P.O. Box address) of any person (individual or corporation) with an ownership or control interest in the provider, fiscal agent or managed care entity; (2) in the case of an individual, the date of birth and Social Security Number, or, in the case of a corporation, the tax identification number of the entity, with an ownership interest in the provider, fiscal agent or managed care entity or of any subcontractor in which the provider, fiscal agent or managed care entity has a 5% or more interest; (3) whether the person (individual or corporation) with an ownership or control interest in the provider, fiscal agent or managed care entity is related to another person with ownership or control interest in the provider, fiscal agent or managed care entity as a spouse, parent, child or sibling, or whether the person (individual or corporation) with an ownership or control interest in any subcontractor in which the provider, fiscal agent or managed care entity has a 5% or more interest is related to another person with ownership or control interest in the provider, fiscal agent or managed care entity as a spouse, parent, child or sibling; (4) the name of any other provider, fiscal agent or managed care entity in which an owner of the provider, fiscal agent or managed care entity has an ownership or control interest; and, (5) the name, address, date of birth and Social Security Number of any managing employee of the provider, fiscal agent or managed care entity.

b. Contractor shall furnish to the State Medicaid agency or to the Health and Human Services (HHS) Secretary, within 35 days of the date of the request, full and complete information about the ownership of any subcontractor with whom the Contractor has had business transactions totaling more than $25,000 during the previous 12 month period ending on the date of the request, and any significant business transactions between the Contractor, and any wholly owned supplier or between the Contractor and any subcontractor, during the five year period ending on the date of the request. See, 42 CFR 455.105.

c. 42 CFR Part 455.434 requires as a condition of enrollment as a Medicaid or CHIP provider, to consent to criminal background checks, including fingerprinting when required to do so under state law, or by the category of the provider based on risk of fraud, waste and abuse under federal law.

d. As such, Contractor must disclose any person with a 5% or greater direct or indirect ownership interest in the Contractor whom has been convicted of a criminal offense related to that person's involvement with the Medicare, Medicaid, or title XXI program in the last 10 years.

e. Contractor shall make the disclosures required by this Section 12. to ODHS. ODHS reserves the right to take such action required by law, or where ODHS has discretion, as it deems appropriate, based on the information received (or the failure to receive information) from the provider, fiscal agent or managed care entity.

13. Federal Intellectual Property Rights Notice. The federal funding agency, as the awarding agency of the funds used, at least in part, for the Work under this Contract, may have certain rights as set forth in the federal requirements pertinent to these funds. For purposes of this subsection, the terms “grant” and “award” refer to funding issued by the federal funding agency to the State of Oregon. The Contractor agrees that it has been provided the following notice:

a. The federal funding agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the Work, and to authorize others to do so, for Federal Government purposes with respect to:

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(1) The copyright in any Work developed under a grant, subgrant or contract under a grant or subgrant; and

(2) Any rights of copyright to which a grantee, subgrantee or a contractor purchases ownership with grant support.

b. The parties are subject to applicable federal regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements.”

c. The parties are subject to applicable requirements and regulations of the federal funding agency regarding rights in data first produced under a grant, subgrant or contract under a grant or subgrant.

14. Super Circular Requirements. 2 CFR Part 200, or the equivalent applicable provision adopted by the awarding federal agency in 2 CFR Subtitle B, including but not limited to the following:

a. Property Standards. 2 CFR 200.313, or the equivalent applicable provision adopted by the awarding federal agency in 2 CFR Subtitle B, which generally describes the required maintenance, documentation, and allowed disposition of equipment purchased with federal funds.

b. Procurement Standards. When procuring goods or services (including professional consulting services), applicable state procurement regulations found in the Oregon Public Contracting Code, ORS chapters 279A, 279B and 279C or 2 CFR §§ 200.318 through 200.326, or the equivalent applicable provision adopted by the awarding federal agency in 2 CFR Subtitle B, as applicable.

c. Contract Provisions. The contract provisions listed in 2 CFR Part 200, Appendix II, or the equivalent applicable provision adopted by the awarding federal agency in 2 CFR Subtitle B, that are hereby incorporated into this Exhibit, are, to the extent applicable, obligations of Contractor, and Contractor shall also include these contract provisions in its contracts with non-Federal entities.

15. Federal Whistleblower Protection. Contractor shall comply, and ensure the compliance by subcontractors or subgrantees, with 41 U.S.C. 4712, Enhancement of contractor protection from reprisal for disclosure of certain information.

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EXHIBIT D

INSURANCE REQUIREMENTS:

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