Rev. 1 Updated: June 24th, 2024

1 Form: PUR-132

CONTRACT NO.XXXX

CONTRACT

Project:

Justification:

This Contract is between the OREGON CHILD DEVELOPMENT COALITION INC (“OCDC”), a 501(c)(3) nonprofit corporation registered in the State of Oregon and (“Contractor”) (The Parties).

The Parties agree as follows:

and 1. Effective Date and Termination Date. The effective date of this Contract (“The Contract”) shall be continue until .

2. List of Contract Documents. The documents listed below are incorporated herein and made a part hereof.

a. Exhibit 1 Standard Terms and Conditions

b. Exhibit 2 Scope of Service, Payment and Compensation

c. Exhibit 3 Federal and State Pass-Through Requirements

d. Exhibit 4 Insurance Requirements

If to OCDC: Name & Title: Rachel Jones, Sr Manager Procurement and Contracts Address: 9140 SW Pioneer Court, Suite E

Wilsonville, OR 97070 Telephone: 971-224-1086 Email: Rachel.Jones@ocdc.net

If to Contractor: Name & Title:

Address:

Telephone:

3. Authorization to Proceed. Contractor is authorized to proceed only after this Contract has been fully executed by The Parties.

Contractor shall not begin any work or incur any costs prior to receipt of a fully executed Contract.

4.Notices. Notices shall be sent to The Parties as follows:

EXHIBIT 1

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Email:

In witness hereof, The Parties acknowledge and agree that they have read and understand this entire document and do voluntarily enter into this Contract. By signing below, I am certifying that I have the authority to bind my company to the terms of this Contract.

Authorized Representative

OREGON CHILD DEVELOPMENT COALITION

Donalda Dodson, RN, MPH Date Chief Executive Officer

Authorized Representative

Authorized Signature Date

Printed Name

Title

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EXHIBIT 1

STANDARD TERMS AND CONDITIONS

1. Arbitration. The Parties shall cooperate to attempt to informally resolve any dispute arising out of this contract before submitting the dispute to arbitration using the following procedure:

a. Either Party may contact the primary representative listed on page 1 section 6 of this contract to informally discuss either Party’s complaints or concerns.

b. If the matter remains unresolved after the informal discussion, either Party may submit a letter or other documentation to primary representative listed on page 1 section 6 setting forth either Party’s complaints or concerns. Within ten (10) business days of receiving the complaint or concern, the primary representative’s listed on page 1 section 6 of this Contract contact shall contact the other Party and attempt to resolve the matter.

c. If the matter remains unresolved, Contractor may submit a letter or other documentation to OCDC's Director of Financial Services setting forth Contractor's Complaints or concerns. The Director of Financial Services or his designee shall contact the Contractor within five (5) business days and attempt to resolve the matter.

d. If the matter remains unresolved, the Parties may enter into arbitration if mutually agreed upon by the Parties.

e. All arbitrations between parties will be subject to the Oregon Judicial Arbitration rules and guidelines

2. Authority and Enforceability. Contractor represents and warrants to OCDC that,

a. Authority. Contractor has the requisite power and authority to enter into this Contract,

b. Capacity. Contractor shall perform under the Contract in a good and workmanlike manner and in accordance with professional standards applicable to the work,

c. Enforceable. This Contract constitutes a legal, valid, and binding obligation, enforceable against Contractor.

3. Business Licenses, Permits, and Certificates. Contractor represents and warrants that Contractor and Contractor’s employees and Contract personnel will maintain licensure, business permits, and certificates required to carry out the services to be performed under this Contract.

4. Compliance with Laws. Each Party shall:

a. Comply with all applicable Laws,

b. Keep Records evidencing its compliance,

c. On the other Party’s reasonable request, provide these records of compliance to the other Party, and

d. Notify the other Party if it becomes aware of any non-compliance in connection with this section.

5. Confidentiality. For the purposes of this Contract, Personally Identifiable Information (“Personally Identifiable Information”) means any information that could identify a specific individual, including but not limited to a name, name of a family member, street address, social security number, or other information that is inked or linkable to the client. The provisions of this paragraph survive the expiration or termination of this Contract. Confidential information includes, but is not limited to, information regarding OCDC or its directors, officers, and employees that has not been previously disclosed to the public or to the trade, and include trade secrets, proprietary information, price information, techniques, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, formulae, information related to current, future and proposed product and services and development of each, vendor lists, design details and specifications, engineering, financial data, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans.

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a. Confidentiality Obligation. The Contractor shall maintain strict security of all OCDC data and records (Confidential Information) and Personally Identifiable Information of its clients entrusted to it or to which the Contractor gains access, in accordance with and subject to applicable federal and state laws, rules, regulations and policies.

b. Use Solely for Purpose. Contractor may only use the Confidential Information and PII data or records only as needed by Contractor for performance of its obligations hereunder.

c. Non-Disclosure. Contractor may not disclose Confidential Information or PII to any third party, except to the extent,

i. Permitted by this Contract,

ii. OCDC consents to in writing, or

iii. Required by Law.

d. Notice. The Contractor shall notify OCDC within twenty four (24) hours if it,

i. Is required by Law to disclose any Confidential Information or PII, or

ii. Learns of any unauthorized disclosure of Confidential Information or PII.

6. Counterparts. This Contract may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of said counterparts taken together shall constitute but one document.

7. Entire Agreement. The Parties intend that this Contract, together with all attachments, schedules, exhibits, and other documents that both are referenced in this Contract and refer to this Contract,

a. Represent the final expression of the Parties’ intent and agreement between the Parties relating to the subject matter of this Contract,

b. Contain all the terms the Parties agreed to relating to the subject matter, and

c. Replace all the Parties’ previous discussions, understandings, and agreements relating to the subject matter.

8. Equitable Relief. In the event of breach of this Contract the parties shall have the following remedies:

a. If OCDC breaches the Contract, Contractor's remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

9. Indemnification. Contractor shall defend, save, hold harmless, and indemnify OCDC, its employees, officers, directors, agents and representatives from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney’s fees, resulting from, arising out of, or relating to the activities (whether action or inaction) of the Contractor or its officers, employees, subcontractors, or agents.

However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of OCDC, nor purport to act as legal representative of OCDC without first receiving from OCDC Executive Director’s authority to act as legal counsel for OCDC, nor shall Contractor settle any claim on behalf of OCDC without the approval of OCDC Executive Director.

10. Inspection and Audit of Books and Records.

a. Retain Books and Records. Contractor shall retain, maintain and keep accessible all records relevant to this Contract for a minimum of seven (7) years, following Contract termination or full performance or any longer period as required by applicable Law, Head Start Performance Standard, Code of Federal Regulations, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever is later. Contractor shall maintain all financial Books and Records that relate to this Contract in accordance with Generally Accepted Accounting Principles (“GAAP”).

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b. Inspection and Audit. On reasonable notice from the other Party, each Party shall provide the other Party, and the other Party’s Representatives, reasonable access to its Books and Records that relate to this Contract ( and allow the other Party to make photocopies, at the other Party’s expense), during normal business hours.

11. Jurisdiction and Venue. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon. Any legal action involving any question arising under this Contract must be brought in Washington County, Oregon. If the claim is brought in a federal forum, then it shall be brought and conducted in the United States District Court for the District of Oregon.

12. Non-Appropriation. The term of this Contract and any Purchase Order issued under this Contract are contingent upon sufficient appropriations being made by the applicable state legislature, federal government or appropriate government entity.

Notwithstanding any language to the contrary in this Contract, or any other Contract Document, OCDC may terminate its obligations under this Contract if sufficient appropriations are not made by the applicable state legislature, federal government or other appropriate governing entity to pay amounts due.

13. Non-exclusive Remedies. OCDC reserves the right to obtain like services or work from another source.

14. Non-Merger. The rights, obligations, and representations and warranties under this Contract or under any other document entered into under this Contract will not merge on closing.

15. No Third Party Beneficiaries. OCDC and the Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

16. Notices. All notices, requests, demands and other communications required of this Contract shall be in writing and except as expressly provided on the first page section 6 of this Contract, shall be deemed to have been given at the time of delivery if personally delivered or at the time of mailing if mailed by first class postage prepaid and addressed to those listed herein.

17. Ownership of the Work. For the purposes of this Contract, “Work Product” means services Contractor delivers or is required to deliver to OCDC pursuant to this Contract. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from services for OCDC.

a. Rights to Work Product. All Work Product created by the Contractor as part of Contractor's performance of this Contract shall be the exclusive property of OCDC. All Work Product authored by Contractor under this Contract shall be deemed "works made for hire" to the extent permitted by the United States Copyright Act. To the extent OCDC is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to OCDC any and all of its rights, title and interest in such Work Product. Upon OCDC's request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in OCDC. Contractor forever waives any and all rights relating to such Work Product created under this Contract, 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. If this Contract is terminated prior to completion, and OCDC is not in default, Contractor shall transfer and deliver all Work Product, reports or documentation, whether partial or complete

b. Intellectual Property.

i. Pre-existing Intellectual Property. Except for rights expressly granted under this Contract, each Party will retain exclusive interest in and ownership of its Intellectual Property developed before this Contract or developed outside the scope of this Contract.

1. Except that OCDC may copy, use and re-use any such Contractor Intellectual Property for OCDC’s use only. Contractor hereby grants to OCDC an irrevocable, non-exclusive, 6 Form: PUR-132 perpetual, royalty-free license to use, make, reproduce, prepare derivative works based on, distribute copies of, perform and display Contractor Intellectual Property on OCDC's behalf.

ii. Independently Developed Intellectual Property. Any Intellectual Property developed solely by a Party under this contract without the participation of the other Party is and will remain the sole and exclusive property of the developing Party.

iii. Jointly Developed Intellectual Property. In the event that the Parties jointly develop Intellectual Property, the Parties shall engage in good faith negotiations to establish their respective rights. In the event the Parties cannot reach an agreement with regard to such jointly developed property, each Party will have equal ownership and rights in such Intellectual Property, without further obligation and without a duty to account to the other Party.

18. Relationship. This Contract does not create an employment relationship between the Parties. Contractor is an independent contractor and is solely responsible for the conduct of its programs. Contractor, its employees and agents shall not be deemed employees or agents of OCDC. Contractor retains sole and absolute discretion over all manners and means of carrying out the work hereunder, has the full opportunity to find other business, has made its own investment in its business, and will use a high level of skill necessary to perform the work. Contractor is responsible for all federal, state, and local taxes and fees applicable to payments for work under this Contract.

19. Severability. If any term or provision of this Contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held invalid.

20. Subcontracts and Assignment. Contractor shall not assign, transfer or subcontract any of its obligations under this Contract without the prior written consent of OCDC.

a. If prior written consent is given by OCDC, Contractor shall include all requirements of this Contract in each subcontract, and shall remain responsible for all obligations under this Contract and be responsible for the performance of its subcontractors.

i. Contractor shall supply OCDC a copy of each subcontract upon request.

ii. Contract will ensure that each subcontractor meets the insurance requirements in Exhibit 4 to this Contract.

21. Successors in Interest. The terms of this Contract will be binding upon the successors in interest to any of the Shareholder Shares.

22. Termination. Per 2 CFR 200 Appendix II, Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. This Contract may be terminated as follows:

a. Termination on Notice. Either Party may terminate this Contract for any reason on thirty (30) days’ notice to the other party;

b. Termination for Material Breach. Each Party may terminate this Contract with immediate effect by delivering notice of the termination to the other Party, if:

i. The other Party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and,

ii. The failure, inaccuracy, or breach continues for a fifteen (15) Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

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c. Termination for Failure of Condition. Either Party may terminate this Contract with immediate effect by delivering notice of the termination to the other Party, if either:

i. Any of the conditions precedent set out in Exhibit 2 have not been, or it becomes apparent that any such conditions will not be, fulfilled by scheduled date and,

ii. Such non-fulfillment was not due to the failure of the injured Party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

iii. Any of the conditions specifically applicable to the other Party have not been, or it becomes apparent that any such conditions will not be, fulfilled by scheduled date.

d. Termination Because of Law or Order. Either Party may terminate this Contract with immediate effect if:

i. There is or becomes any Law that makes the performance of the terms of this Contract illegal or otherwise prohibited, or

ii. Any Governmental Authority issues an Order restraining or enjoining the transactions under this Contract.

1. If any delays or failure of performance is caused by a Force Majeure, OCDC may, in its sole discretion, terminate the contract in whole or part, provided such termination complies with the procedures set forth in this Contract. Any Contract termination resulting from any cause other than a Force Majeure event will be deemed a valid reason for not considering any future Proposals from the defaulting Contractor.

a. Force Majeure includes, but is not limited to, government restraints or decrees, provided they affect all companies in the Contractor’s industry equally and are not actions taken solely against the Contractor; acts of God (except natural phenomena, such as rain, wind or flood, which are normally expected n the locale in which performance is to take place);

work stoppages due to labor disputes or strikes; fires; explosions; epidemics; pandemic;

riots; war; rebellion; or sabotage.

23. Waiver. The failure of OCDC to enforce any provision of this Contract shall not constitute a waiver by OCDC of that or any other provision.

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EXHIBIT 2

SCOPE OF SERVICE, COMPENSATION AND PAYMENT

The Contractor shall perform the services described herein in accordance with the schedule and rates specified herein.

This Exhibit supplements the Contract and is an integral part thereof.

Reference: Head Start Performance Standard____________________________________.

OCDC Location(s): See Exhibit XXX

TO BE NEGOTIATED UPON AWARDING OF RFP

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EXHIBIT 3

FEDERAL AND STATE PASS-THROUGH REQUIREMENTS

Contractor shall comply with the following and shall pass through such requirements to its subcontractors and suppliers as applicable:

1. Byrd Anti-Lobbying Amendment: 31 U.S.C. § 1352

a. Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. §1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. See 2 CFR part 2998 Applicable if Contract > $100,000

2. Clean Air Act: 42 U.S.C. §§ 7401-7671q

a. Applicable if Contract is > $150,000

3. Contract Work Hours and Safety Standards Act: 40 U.S.C. §§ 3701-3708

a. As supplemented by Department of Labor regulations (29 CFR part 5). Under section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.

Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 11⁄2 times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Applicable if Contract is > $2,000 for Construction and > $2,500 for Mechanics or Laborers.

4. Davis-Bacon Act: 40 U.S.C. §§ 3141-3148

a. Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the Federal awarding agency. Applicable if Contract is > $2,000 for Construction.

5. Debarment and Suspension: E.O.’s 12549 and 12689

a. No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Non-procurement Programs in accordance with E.O.'s 12549 and 12689, “Debarment and Suspension.”

This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the simplified acquisition threshold shall provide the required certification regarding its exclusion status and that of its principal employees.

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6. Equal Employment Opportunity: 41 CFR § 60

a. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

7. Rights to Inventions Made Under a Contract or Agreement: 37 CFR § 401

a. Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

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EXHIBIT 4

INSURANCE REQUIREMENTS

1. GENERAL

a. Insurance. Contractor shall obtain at its own cost, 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

OCDC.

b. Additional Insured. The Commercial General Liability insurance and Automobile Liability insurance required under this Contract shall include OCDC, its officers, employees and agents as Additional Insureds but only with respect to Contractor’s activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance

c. Tail Coverage. If any of the required professional liability insurance is on a “claims made” basis, Contractor shall maintain either “tail” coverage or continuous “claims made” liability coverage, provided the effective date of the continuous “claims made” coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and OCDC’s acceptance of all services required under this Contract, or (ii) The expiration of all warranty periods provided under this Contract. Notwithstanding the foregoing 24 month requirement, if Contractor elects to maintain “tail” coverage and if the maximum time period “tail” coverage reasonably available in the marketplace is less than the 24 month period described above, then the Contractor shall maintain “tail” coverage for the maximum time period that “tail” coverage is reasonably available in the marketplace for the coverage required under this Contract. Contractor shall provide to OCDC, upon OCDC’s request, Certification of the coverage required.

d. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days’ written notice from the Contractor or its insurer(s) to OCDC. Any failure to comply with the reporting provisions clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by OCDC.

e. Certificate(s) of Insurance. Contractor shall provide to OCDC a Certificate(s) of Insurance for all required insurance before performing any services required under this Contract. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as Additional Insured (or Loss Payees). Contractor shall pay all deductibles, self-insured retention and self-insurance, if any. A renewal certificate will be sent to OCDC 10 days prior to coverage expiration.

i. OCDC shall be listed as a Certificate Holder with the following information:

Oregon Child Development Coalition Attn: Procurement PO Box 2780 Wilsonville, OR 97070 purchasing@ocdc.net

f. Excess/Umbrella Insurance. A combination of primary and excess/umbrella insurance is acceptable. If Contractor is using excess/umbrella insurance to meet the minimum insurance requirement, then the certificate must include a list of the policies that fall under the excess/umbrella insurance. Sample wording is “The Excess/Umbrella policy is excess over General Liability, Auto Liability, etc.”

2. REQUIRED INSURANCE

Note regarding the applicability of either (a) Workers Compensation and Employers Liability Insurance or (b) Health Insurance for Principals: If the Contractor has employees, then (a) is required. If the Contractor is self-employed or an officer of the company, and will be performing the work, then (b) is required unless they are covered by the company’s Workers Compensation Insurance.

a. Workers Compensation and Employers’ Liability

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� Required Not required

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS

656.017 and shall provide workers compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). CONTRACTOR shall require and ensure that each of its subcontractors complies with these requirements.

If Contractor is an employer, as defined in ORS 656.023, Contractor shall obtain employers’ liability coverage. Contractor shall provide proof of insurance of not less than the following amounts:

$500,000 Per occurrence limit for any single claimant; and

b. Health Insurance for Principals

� Required Not required

If a “Principal” of the company is providing services under this Contract, Health Insurance must be provided in lieu of Workers Compensation. To qualify for this, the service provider (Contractor) must be an owner or officer of the business.

c. Professional Liability.

Required � Not required

Professional Liability Insurance covering any damages caused by error, omission or any negligent acts related to the services to be provided under this Contract. Contractor shall provide proof of insurance of not less than the following amounts as determined by OCDC

$1,000,000 Per occurrence limit for any single claimant; and

d. Commercial General Liability.

Required Not required

Commercial General Liability Insurance covering bodily injury, death, and property damage in a form and with coverages that are satisfactory to OCDC. This insurance shall include personal injury liability, products, and completed operations.

Coverage shall be written on an occurrence basis. Contractor shall provide proof of insurance of not less than the following amounts.

Bodily Injury/Death:

$1,000,000 Per occurrence limit for any single claimant; and

AND

Property Damage:

$1,000,000 Per occurrence limit for any single claimant; and

e. Automobile Liability Insurance: Automobile Liability

Required �Not required

Automobile Liability Insurance covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for “Commercial General Liability” and “Automobile Liability”). Contractor shall provide proof of insurance of not less than the following:

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$1,000,000 Combined Single Limit – unless otherwise specified in Section “g” below

f. Pollution Liability

� Required Not required

Pollution Liability Insurance covering Contractor’s liability for bodily injury, property damage and environmental damage resulting from either sudden or gradual accidental pollution and related cleanup costs incurred by Contractor, all arising out of goods delivered or services (including transportation risk) performed under this Contract. Combined single limit per occurrence shall not be less than one million ($1,000,000). Annual aggregate limit shall not be less than one million ($1,000,000.00).

g. Additional (if required).