OR PA_Generic_Final.docx

Participating Addendum Number [#######] for Electronic Monitoring between State of Oregon and Participating Addendum Number [#######] for Electronic Monitoring Between State of Oregon and [Contractor]

[Contractor]

RFP #S-10700-00001810, OREGON SAMPLE PARTICIPATING ADDENDUM

Version 2023.06.15

This Participating Addendum is entered into by the State of Oregon Department of Administrative Services (“DAS”) Procurement Services on behalf of State Agencies and ORCPP members (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number [#######], executed by Contractor and the State of Connecticut (“Lead State”) for Electronic Monitoring.

(“Master Agreement”):

[Contractor] (“Contractor”) [Contractor street address] [Contractor city, state, and zip code]

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

[Contact name] [Contact title] [Contact email address] [Contact phone number] Participating Entity’s contact for this Participating Addendum is:

Jennifer Jolley, CPPB, OPBC Procurement Analyst P: 971-900-7695 E: Jennifer.jolley@das.oregon.gov II. TERM. This Participating Addendum is effective as of the date of the last signature below and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and nonprofit organizations within the state if authorized herein and by law. Participating Entity has sole authority to determine which entities are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with, Participating Entity’s laws.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to Contractor and Participating Entity and Purchasing Entities.

a. Products. All products available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

b. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum. Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum. The terms of this Participating Addendum, including those modifying or adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on Contractor’s participating addenda with other participating entities or Contractor’s Master Agreement with the Lead State.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE.

Contractor shall submit volume sales reports to Participating Entity and shall pay an administrative fee of two percent (2%) as set forth in: https://www.oregon.gov/das/Procurement/Documents/VSRandVCAFInstructions.docx VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery, as set forth in Exhibit No. 4. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth in Exhibit No. 4 and the Order.

IX. INFORMATION TECHNOLOGY STANDARDS. Purchasing Entity data, activities, or systems related to an Order may have additional requirements under law, administrative rule, policy, or contract that must be satisfied under an Order. Contractor shall comply with all applicable requirements under law, administrative rule, policy, or contract that relate to the Order. By accepting the Order, Contractor agrees it has an affirmative duty to identify and shall comply with all requirements related to Purchasing Entity data, activities, or systems, including as set forth in an Order, in law or rule, in written policy, or as otherwise provided to Contractor.

X. ATTACHMENTS. This Participating Addendum includes the following attachments which in the event of a conflict will be interpreted in the following order:

a. This Participating Addendum, less its exhibits.

b. Exhibit No. 1, Participating Entity Modifications and Additions to Master Agreement

c. Exhibit No. 4, Federal Terms and Conditions.

d. Exhibit No. 5, Security and Hosting Requirements.

e. Exhibit No. 2, Insurance Requirements.

f. Exhibit No. 3, Contractor Data.

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

[Contact name] [Contact title] [Contact email address] [Contact phone number] For Participating Entity:

(Contract Administrators Name) [Contact title] [Contact email address] P: (Phone)

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall promptly email a copy of this Participating Addendum and any amendments hereto to NASPO ValuePoint at pa@naspovaluepoint.org. The Parties acknowledge and agree that the Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

DERPARTMENT OF JUSTICE FOR PARTICIPATING ENTITY:

Signature

Printed Name

Title

Date

Matter Number

EXHIBIT NO. 1

Changes to Master Agreement State-Specific Constitutional, Statutory and Other Requirements

1. Incorporation of Master Agreement. Participating State and Purchasing Entities are intended beneficiaries of the Master Agreement and are entitled to rely upon all of the representations and warranties, rights, remedies, and benefits under the Master Agreement and this Addendum, subject to the State-Specific Constitutional, Statutory and other requirements set forth herein.

2. Definitions. Capitalized terms not defined in this Addendum have the meaning ascribed to them in the Master Agreement and its exhibits. The following terms have the meanings set forth below:

“Acceptance Tests” means those tests which are intended to determine compliance of Deliverables and the Solution with the Acceptance Criteria of this Contract.

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

“Data Error” means errors caused by failures in data conversion or failures caused by the Solution processing. Data entry errors are not Data Errors.

“Defect” means a reproducible failure, by either Agency and/or Contractor, of the Solution to operate in accordance with the Requirements stated in Exhibit G and specifications in the applicable Statement of Work or Service Level Agreement, despite the proper use of the Solution. A Defect may be due to a Data Error, or a problem with the Solution, Documentation, or both, and falls into one of the following categories:

Level 1 – Critical. The Solution or a main subsystem is unavailable, preventing the Solution or a core function from operating or causing core functions or major functionality to operate with grossly incorrect results, such as material data processing errors. There is no workaround.

Level 2 – High. Use of the Solution or a subsystem is interrupted or a Solution failure otherwise causes major or multiple minor functions to not operate or to operate with significantly incorrect results, such as data processing errors. There is no workaround or the workaround is unacceptable.

Level 3 – Medium. Does not qualify as a Level 1 Defect or Level 2 Defect but which nonetheless prevents minor functionality from operating or causes minor functions to operate with incorrect results or creates the need for multiple workarounds which are unsustainable. There is a clear business need to have the Solution repaired, but workarounds exist for business operations.

Level 4 – Low. Does not affect functionality of the Solution. Low priority with no direct impact on clients or Agency staff. Cosmetic or nonessential in nature.

“Enhancements” means improvements to or additional components of the Services that add functionality.

“Go-Live” means the Milestone date identified in a Statement of Work, Change Order, or applicable Accepted Deliverable, on which the Solution will be available for Agency and Licensee users in a Production Environment for the processing of transactions in accordance with Requirements and the Service Level Agreement.

“Help Desk Services” means all necessary activities to assist the users to effectively and efficiently use the Solution.

“Implementation” or “Implement” means the process of Contractor preparing and deploying the Solution, including any change or Enhancement, to the stated environment (i.e., Demonstration and Production). Implementation includes all Services required to provide complete and functioning Solution, and to prepare Agency to use it effectively.

“Incident” means Solution or Software component failure or performance degradation.

“ORCPP” is the State of Oregon’s Cooperative Purchasing Program. ORCPP members are authorized to use DAS PS statewide agreements. ORCPP members include: State Agencies not subject to DAS PS purchasing authority, cities, counties, school districts, special districts, Qualified Rehabilitation Facilities (QRFs), residential programs under contract with the Oregon Department of Human Services, United States governmental agencies, and American Indian tribes or agencies.

“Requirements” are the functions and elements required for the Solution as set forth in agency’s Requirements Exhibit to it’s Work Order Contract or Purchase Order.

“Response” means Contractor’s acceptance and acknowledgement back to Agency of a user-reported problem with the Solution.

“Resolution” means repair to the Solution to correct a failure of the Solution or any function in the Solution.

“Service Level Agreement” or “SLA” means an agreement that defines specific elements of the Solution and the Services, periods of time for completing the defined Services, measurable conditions for determining successful completion or performance of the Solution or Services, and consequences for not meeting the SLA as set forth in agency’s SLA Exhibit to its Work Order Contract or Purchase Order.

“Software” means any computer programs, routines, or subroutines, including operating software, programming aids, Solution programs, and software products.

“Solution” means the sum total of the Services, developments, Work Product, Deliverables, Contractor Intellectual Property, Third Party Intellectual Property, Software, Hardware and the Documentation described in the Statement of Work that comprise the Solution that Contractor will configure, implement, and support under this Contract. Solution includes the Software and the right to use the Software Contractor owns and maintains in an approved data center and is making available to Agency for use through a secure network connection, like the Internet.

“State Agency” or “State Agencies” means boards, commissions, departments, or agencies of the State of Oregon, whose costs are paid, in whole or in part from funds held in the State Treasury.

“Upgrade” means upgrades, improvements or changes to the Software or other aspects of the Services that are designed to improve operating performance and to reflect changes in applicable laws without changing the basic functions of the Software and that are generally made available by Contractor in its sole discretion at no additional charge. An Upgrade typically will be indicated by the addition of one to the second digit of the upgrade number (e.g. v.X.2 would be the next Upgrade after v.X.1).

3. Award of Participating Addenda; Selection of Contractor.

3.1 Award of Participating Addenda. In the event of a multiple award of Master Agreements under the solicitation, the State of Oregon intends to enter into a Participating Addendum with one or more of the awardees of Master Agreement. The State of Oregon may elect not to enter into a Participating Addendum with each of the awardees. In the event the State of Oregon elects not to enter into a Participating Addendum with each of the awardees, after applying all applicable State preferences, the State of Oregon may enter into a Participating Addendum with the four highest ranked Proposers who provide products or services on a national level, and in addition the State of Oregon may enter into a Participating Addendum with the four highest ranked Proposers who provide Products or Services in the State of Oregon only.

3.2 Purchasing Entity Selection of Contractor. In the event the State of Oregon elects to enter into a Participating Addendum with more than one of the awardees of Master Agreements, a Purchasing Entity, that is a state agency, using the State of Oregon’s Participating Addenda, must apply all applicable State preferences and use one the following three processes to make its selection of a provider among the holders of State of Oregon Participating Addenda. The Purchasing Entity must document its selection process in its procurement file.

4. Orders.

4.1 Eligible Purchasing Entities. All state agencies under DAS procurement authority and all state agencies with their own procurement authority, institutions of higher institution, political subdivisions and other entities that are members of the Oregon Cooperative Purchasing Program (ORCPP), are eligible to acquire Products and Services under this Addendum.

4.2 DAS Purchasing Threshold. Purchasing Entities that are agencies of the State of Oregon under DAS procurement authority may issue ordering instruments under this Addendum for any dollar amount without further delegation of procurement authority from DAS. Notwithstanding the foregoing DAS delegation, Purchasing Entities that are agencies of the State of Oregon must obtain all other necessary approvals, including but not limited to legal sufficiency approval, as may be required.

4.3 Verification of Purchasing Entities. Contractor shall verify that it provides Products and Services under this Addendum only to eligible Purchasing Entities. Contractor may verify that a particular entity is an ORCPP member on-line at http://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx or by using the Oregon Procurement Information Network (ORPIN) at http://orpin.oregon.gov/open.dll/welcome.

4.4 Effect of Orders. The State is only liable for purchases under Orders issued by State of Oregon agencies. Other Purchasing Entities are responsible for any purchases under Orders they issue. The State expressly disclaims any liability for purchases made by non-State agency Purchasing Entities or any other entity.

5. Third Party Agreements. To the extent any Products or Services are subject to the provisions of a third-party license agreement, subscription agreement, maintenance and support agreement or any other third-party agreement, Contractor shall provide Purchasing Entity with a copy of any such third-party agreement. Purchasing Entity shall have thirty (30) calendar days to review the agreement. Purchasing Entity may accept the terms of the agreement, reject the terms, or attempt to negotiate the terms with the third-party provider. In the event Purchasing Entity rejects the terms or is unable to come to agreement with the third-party provider, Purchaser Entity may revoke the Order and will be entitled to a full refund of all amounts paid and will not be subject to any early termination fees.

6. Payment Provisions; Expenses. All payments are subject to ORS 293.462. Purchasing Entity will not be obligated to pay any travel expenses unless expressly agreed upon in an Order. Any obligation to pay travel expenses, including transportation, lodging, or meals, is subject to the rates and limitations set under Oregon law. Contracts with the State of Oregon are subject to the rates and limitations of the Statewide Travel Policy, currently found online at: http://www.oregon.gov/das/Financial/Acctng/Documents/40.10.00.pdf.

7. Funds available and authorized/non-appropriation. The State of Oregon’s and its agencies’ payment obligations under this Addendum are conditioned upon Purchasing Entity receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Purchasing Entity, in the exercise of its reasonable administrative discretion, to meet its payment obligations under any Order issued under this Addendum. Contractor is not entitled to receive payment under this Addendum or any Order from any part of Oregon state government other than Purchasing Entity. Nothing in this Addendum or Order is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon. Purchasing Entity represents that it has sufficient appropriations and limitation for the current biennium to make payments under any Order issued under this Addendum.

8. Warranties. Purchasing Entities are entitled to the warranties, rights, remedies, and benefits under the Master Agreement and this Addendum. The warranties set forth the Master Agreement are in addition to, and not in lieu of, any other warranties provided by law. All warranties are cumulative and will be interpreted expansively so as to afford Purchasing Entity the broadest warranty protection available.

9. Dispute Resolution. Any dispute between the parties under this Addendum that is not resolved through informal discussions may be submitted to mediation upon the consent of both 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. Neither party waives its right to a jury trial or right to participate in class, collective, or representative claims.

10. Control of Defense and Settlement. Contractor’s obligation to indemnify Purchasing Entity as set forth in the Master Agreement is conditioned on Purchasing Entity providing to Contractor prompt notification of any claim or potential claim of which Purchasing Entity becomes aware. Contractor shall have control of the defense and settlement of any claim that is subject to indemnification; however, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of the State of Oregon or any Purchasing Entity of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the approval of the Attorney General, nor shall Contractor settle any claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement in the event that the State of Oregon determines that Contractor is prohibited from defending the State of Oregon, is not adequately defending the State of Oregon’s interests, or that an important governmental principle is at issue and the State of Oregon desires to assume its own defense.

11. Limitation of Liability; Exclusions. The Participating Entity’s or a State Agency Purchasing Entity’s indemnification obligations to Contractor, if any, are subject to the provisions of Article XI, Section 7 of the Oregon Constitution and the Oregon Tort Claims Act (ORS 30.260 to 30.300).

12. Insurance. Within ten (10) calendar days of the Effective Date, Contractor shall deliver to DAS a certificate evidencing the insurance coverage set forth on Exhibit No. 2. No Orders may be placed or accepted until proof is provided that these requirements have been met. Purchasing Entities may request additional insurance coverage, as necessary.

13. Jurisdiction and Venue. Any claim, action, suit or proceeding (collectively, “Claim”) between State or any other agency or department of the State of Oregon, and Contractor, that arises from or relates to this Addendum or a Order under this Addendum, will be brought and conducted solely and exclusively in the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it will be brought and conducted solely and exclusively in the United States District Court of the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS ADDENDUM OR ACCEPTANCE OF AN ORDER SUBMITTED PURSUANT TO THIS ADDENDUM HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing in this section will be construed as a waiver of the State of Oregon’s sovereign immunity with respect to any Claim, whether brought under State or Federal law, or the consent to jurisdiction in State or Federal Court.

Any Claims between Contractor and an Purchasing Entity other than the State of Oregon or State agency that arise from or are related to individual Orders or this Addendum will be brought and conducted solely and exclusively within the Circuit Court of the county in the State of Oregon in which such Purchasing Entity resides or has its principal office, or at Purchasing Entity’s option, within such other county as Purchasing Entity will be entitled to proceed under the venue laws of Oregon to bring or defend Claims. If any such Claim must be brought in a federal forum, then it will be brought and conducted solely and exclusively within the United States District Court for the District of Oregon.

14. Remedies. If any Products or services furnished by Contractor are, in Contractor’s opinion, likely to become the subject of an Infringement Claim, or if an Purchasing Entity is prevented from exercising its rights under this Addendum based on any Infringement Claim or court order arising from any Infringement Claim, then Contractor may, at its option and expense, procure for the Purchasing Entity the right to continue using the allegedly infringing Products or services, or replace or modify the Products or services so that they become non-infringing; provided that the replacement or modified good or service meets the specifications set forth in the applicable Order to the satisfaction of the Purchasing Entity. If the foregoing remedies are not available, then Purchasing Entity will return the allegedly infringing Products or terminate the allegedly infringing services, and Contractor will refund Purchasing Entity’s payments, in full, for the allegedly infringing Products or services.

15. Term and Termination of Participating Addendum.

15.1 This Addendum remains in effect until the earlier of (a) the expiration or termination of the Master Agreement, or (b) termination of this Addendum in accordance with its terms.

15.2 Termination. In addition to its termination rights under the Master Agreement, DAS may terminate this Addendum, in whole or in part, at any time upon thirty (30) Days prior written notice to Contractor.

16. Termination of Individual Orders. In addition to its termination rights under the Master Agreement, Purchasing Entity may, at its sole discretion, terminate individual Orders, in whole or in part, upon 30 calendar days written notice to Contractor, or Purchasing Entity and Contractor may mutually agree to terminate an Order at any time by written consent.

17. Governing Law. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Addendum and resulting Orders, including, without limitation, their validity, interpretation, construction, performance, and enforcement.

18. Compliance with Law.

18.1 General. In addition to the compliance of law provisions of the Master Agreement, Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and ordinances applicable to Contractor or to the Products or Services ordered under this Addendum or any Order, as may be modified or adopted from time to time. Further, a Purchasing Entity’s performance under a Order is conditioned on Contractor’s compliance with the provisions of ORS 279B.220, 279B.235, 279B.230. and 279B.270.

18.2 Pay Equity. Contractor shall comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s 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. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this Addendum and a failure to comply constitutes a breach that entitles DAS or Purchasing Entity to terminate this Addendum or a Order for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

18.3 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. By its execution of the Addendum, 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 Addendum or the Orders, including but not limited to Contractor invoices, correspondence, reports, or other deliverables.

18.4 Non-Discrimination. Contractor certifies that it has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material condition, to maintain such policy and practice in force during the term of this Addendum and each Order.

18.5 Undisclosed Debt; Tax Compliance and Certification. By executing this Addendum, the undersigned certifies under penalty of perjury that, to the best of the individual’s knowledge, Contractor has no undisclosed liquidated and delinquent debt owed to the State of Oregon or any of its agencies, boards, commissions, departments or divisions, and Contractor complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of this state, and Contractor shall, for the term of this Addendum and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes: (i) All tax laws of this state, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that apply to Lessor, to Lessor’s property, operations, receipts, or income, or to Lessor’s performance of or compensation for any work performed by Lessor; (iii) Any tax provisions imposed by a political subdivision of this state that apply to Lessor, or to Products, services, or property, whether tangible or intangible, provided by Lessor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions. Any violation of this provision will be considered a material breach of this Addendum and applicable Orders. DAS and Purchasing Entity, as applicable, may pursue any and all remedies set forth in the Master Agreement, including termination of this Addendum or a Order.

This Addendum will be reported to the Oregon Department of Revenue. The Department of Revenue may take any and all actions permitted by law relative to the collection of taxes and debt due to the State of Oregon or a political subdivision, including (i) garnishing Lessor’s compensation under this Lease, or (ii) exercising a right of setoff against Lessor’s compensation relating to this Lease for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the Department of Revenue collects debts.

19. Security and Data Privacy Laws.

In addition to the confidentiality provisions set forth in the Master Agreement, Contractor and all Contractor employees, contractors, and agents shall comply with all applicable state and federal laws and regulations, and Purchasing Entity policies, governing use and disclosure of a Purchasing Entity’s data and access to its networks and information assets, including as those laws, regulations, and policies may be updated from time to time. Contractor shall affirmatively identify and shall comply with all requirements related to Purchasing Entity data, activities, or systems. Applicable laws, regulations, and policies include but are not limited to:

1. The Oregon Consumer Information Protection Act, ORS 646A.600 through 646A.628.

2. Those specified in an Order.

3. Otherwise provided to Contractor

20. Application of Public Records Law. Participating State or Purchasing Entity’s obligations of confidentiality, if any, are subject to application of the Oregon Public Records Law, including but not limited to ORS 192.311 to 192.478, the provisions for the Custody and Maintenance of Public Records, ORS 192.005 – 192.710, and of ORS 646.461 - 646.475.

21. Recycled Products. To the maximum extent economically feasible in the performance of this Addendum or any Order, Contractor will 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 plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii).

22. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon as of the effective date of this Addendum, Contractor will promptly provide to the Oregon Department of Revenue all information required by that Department relative to the Addendum or any Order. A Purchasing Entity may withhold final payment under an Order until Contractor has provided the Oregon Department of Revenue with the required information.

23. Independent Contractor. Contractor certifies that it is an independent contractor and at all times shall act as an independent contractor and not as an agent or employee of Purchasing Entity. Contractor has no right or authority to incur or create any obligation for or legally bind Purchasing Entity in any way. Contractor is not an "officer", "employee", or "agent" of Purchasing Entity (or any other agency, office, or department of the State of Oregon), as those terms are used in ORS 30.265, and shall not make representations to third parties to the contrary. Neither party shall make any statements, representations, nor commitments of any kind or to take any action binding on the other except as provided for herein or authorized in writing by the party to be bound.

24. Access to Records. Contractor will maintain all fiscal records relating to Orders in accordance with generally accepted accounting principles and will maintain any other records relating to Orders in such a manner as to clearly document Contractor's performance thereunder. The Purchasing Entity, the State and its agencies, the Oregon Secretary of State Audits Division and their duly authorized representatives will have access to such fiscal records and to all other books, documents, papers, plans and writings of Contractor which relate to this Addendum to perform examination and audits and make excerpts and transcripts. To the extent provided by law, the federal government will be entitled to the same access as the State of Oregon and Purchasing Entities. Contractor will retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six years, or such longer period as may be required by applicable law following final payment and termination of this Addendum, or until the conclusion of any audit, controversy or litigation arising out of or related to this Addendum, whichever date is later.

25. Information Technology Performance and Delivery

25.1 Responsibilities of Contractor. Contractor shall provide the Solution and perform the Services, in accordance with the standards and methodologies set forth in this Contract, the Statement of Work, and the applicable current, Accepted Project Management Plan and Schedule, and:

25.1.1 employing a methodology that conforms to the standards established by the Project Management Institute (PMI) as described in the Project Management Body of Knowledge (PMBOK), current edition (PMBOK Guide, ANSI/PMI 99-001-2013), supplemented by standards set forth in ISO 12207; and

25.1.2 in compliance with information technology standards established by the Office of the State Chief Information Officer aka Enterprise Information Services (EIS), found at:

https://www.oregon.gov/das/Pages/policies.aspx#IT and which may be updated from time to time.

25.1.3 Contractor shall cooperate with Agency and its designated third parties, including its Quality Assurance contractor, by providing access and information on Contractor’s Implementation plans and activities, the Solution’s architecture, design, operating environment, security, interfaces, and operating parameters as required for all oversight activities and Agency-identified third-party services.

Contractor shall deliver Deliverables and complete Milestones as set forth in the current, Accepted Project Management Plan and Schedule, by no later than the date or dates set for delivery in the current, Accepted Project Management Plan and Schedule.

For each required Deliverable, Contractor shall provide a Deliverable Expectation Document (“DED”) at least five (5) Business Days before commencing work on the subject Deliverable, or shorter period if agreed to in writing by both parties. A DED shall present pertinent information specifying the expectations and deliverable acceptance criteria of the subject Deliverable (e.g., Deliverable format and summary description of each Deliverable component in the context of such format). Contractor shall use the format set forth in the DED Template which will be agreed to in the Project kick-off meeting, documented in the Agency Project Management Plan and incorporated by this reference. For recurring deliverables such as monthly status reports, only one initial DED is needed. DEDs shall be reviewed and accepted or rejected by Agency in accordance with the process set forth in Section 3 of this Contract, except that the Agency review period, the Contractor cure period, and the Agency re-review period shall all be five (5) Business Days.

Unless otherwise set forth in the Accepted Project Management Plan, Contractor shall provide written notice to Agency upon delivery of a completed Deliverable to Agency. By no later than (i) fifteen (15) Business Days after receipt of such notice, or (ii) the date set forth for Agency’s review in the current Accepted Project Management Plan, Agency will determine whether the Deliverable meets Acceptance Criteria set forth in the Contract or Deliverable Expectation Document. Acceptance Criteria includes all requirements for a Deliverable and associated Services described in the Statement of Work, and the Performance Warranties in Section 11.2. With respect to any Deliverables that are susceptible to Acceptance Testing, Agency will conduct Acceptance Testing as set forth in Section 3.4. If Agency determines that the Deliverable meets, in all material respects, Acceptance Criteria, Agency will notify Contractor of Agency’s Acceptance in writing.

If Agency determines that a Deliverable does not meet the Acceptance Criteria in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverable and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverable. Upon receipt of notice of rejection, Contractor shall, within a ten (10) Business Day period, or different timeframe agreed to by both parties, modify or improve the Deliverable at Contractor’s sole expense so that the Deliverable meets, in all material respects, the Acceptance Criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverable to Agency. Agency will thereafter review the modified or improved Deliverable within ten (10) Business Days, or different timeframe agreed to by both parties, of receipt of the Contractor’s delivery of the Deliverable. Failure of the Deliverable to meet the Acceptance Criteria in all material respects 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 Deliverables as set forth in this section, or (ii) notify Contractor of such default and pursue its remedies for default under Section 15 of this Contract.

25.4 Testing and Acceptance of Services.

Contractor shall configure and Implement the Solution in accordance with Exhibit A, Statement of Work, subject to the following testing:

After Agency’s Acceptance of the UAT Test Results Report and upon Agency’s notice to proceed with the Go-Live Implementation Task, Contractor shall implement the Solution in the Production Environment and complete the “Go-Live” activities described in the current Accepted Implementation Plan for the applicable Services.

a. Except as provided below in the next section, if Level 1, Level 2, or Level 3 Defects are discovered during any phase of Implementation, Agency will notify Contractor of the Defect orally or in writing as soon as reasonably practical, and will provide written notification of the Defect(s) no later than five (5) Business Days after discovery, specifying the Defect as a Level 1, Level 2, or Level 3 Defect. Upon receipt of such written notice, Contractor shall correct any Level 1, Level 2, and Level 3 Defects within five (5) Business Days, or different timeframe agreed to by both parties, from the date of the written notice, and resubmit the corrected Solution to Agency for retesting in accordance with this section at no additional charge to Agency. Agency will complete all such retesting no later than five(5) Business Days, or different timeframe agreed to by both parties, after Contractor submission of the corrected Solution.

b. Beginning fifteen (15) Calendar Days prior to the end of the Implementation period for a phase set forth in the current Accepted Project Management Plan and Schedule, if any Defects are discovered, Agency will notify Contractor of the Defect orally or in writing as soon as reasonably practicable, and will provide written notification of the Defect(s) no later than three (3) Business Days after discovery, and specify its level. Upon receipt of such written notice, Contractor shall correct any such Level 1, Level 2, or Level 3 Defects within three (3) Business Days, or different timeframe as agreed to by both parties, from the date of the written notice and resubmit the corrected Solution to Agency for retesting in accordance with this section at no additional charge to Agency. Agency will complete all such retesting no later than three (3) Business Days, or different timeframe as agreed to by both parties, after Contractor submission of the corrected Solution.

25.6 Stabilization Period.

Upon completion of the Implementation activities for each roll-out phase, including Contractor’s correction of identified Level 1, Level 2, and Level 3 Defects, Agency will use the Solution for processing of data in a statewide live Production Environment for a period of ninety (90) Calendar Days.

a. If at any time during the Stabilization Period any Defects are discovered, Agency will grant Contractor the following amount of time to correct based on Defect Level:

Level 1 Defect: two (2) Business Days Level 2 Defect: three (3) Business Days Level 3 & 4 Defects: five (5) Business Days

b. If the Defects are not corrected during the Business Day period, unless Agency in its discretion allows additional time for correction, Agency may declare a material breach of this Contract by Contractor.

c. Completion of the Stabilization Period for the Implementation will mark the end of the Implementation Task.

25.7 Final Acceptance of the Implementation.

“Final Acceptance” of the Implementation will occur when the following events have occurred or conditions exist:

a. Agency has notified Contractor that the Solution meets all Acceptance Criteria and all Acceptance Tests have been successfully completed, including as specified in the applicable Statement of Work;

b. The Solution is stable, complete, and operating correctly, without Level 1 or Level 2 Defects and any Level 3 or Level 4 Defects may have an approved delivery plan for resolution that is provided by LifeWorks and accepted by OHA.

c. Agency has notified Contractor that State of Oregon authorizations to Accept the Implementation of the Solution have been received;

d. Contractor has delivered all Documentation in accordance with the terms of this Contract, including the applicable Statement of Work; and

e. Contractor has completed and Agency has Accepted Deliverables for user training, and technical training as specified in the applicable Statement of Work.