ORBuys S-44300-00001995 OHA-RFA-5171 Final Attachment 2 Form Price Agreement Sample.pdf

Agreement Number TBD

OREGONBUYS NUMBER S-44300-00001995

OHA-RFA-5171

Attachment 2-Form Price Agreement Sample

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 Agreement is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA,” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Agreement relates principally to OHA’s

Public Health Division Center for Health Protection and Environmental Public Health Section

800 NE Oregon St. Suite 640 Portland, OR 97232

Agreement Administrator: Brett Sherry or delegate Telephone: 971-673-0442 Facsimile: 971-673-0497

E-mail address: brett.w.sherry@state.or.us mailto:dhs-oha.publicationrequest@state.or.us mailto:brett.w.sherry@state.or.us

OREGONBUYS NUMBER: S-44300-00001995

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 2 of 26 OHA PSK (reviewed by DOJ 1/3/2019) Updated: 3/2/2020

1. This Price Agreement is entered into by OHA and the Contractor for the purpose of identifying the form of Work Order Contract to be used, the general terms and conditions applicable to subsequent Work Order Contracts (“WOC”) entered into between OHA and Contractor pursuant to which Contractor will provide Review of Waiver and Hazard Assessment requests services to OHA, and the process through which the Work Order Contracts will be assigned and authorized.

This Agreement, by itself, is not a binding contract. There is no guarantee that any specific level of work or overall dollar amounts will be authorized for and required of Contractor. Rather, OHA and Contractor intend to enter into binding and enforceable Work Order Contracts for program needed services by execution of a Work Order Contract substantially in the form attached hereto as Attachment 1 that specifies the work to be performed and that makes the terms and conditions set forth in this Agreement applicable to the authorized Work Order Contract. Each executed Work Order Contract shall create a separate Agreement between the parties (consisting of the Work Order Contract together with the Price Agreement terms and conditions) enforceable in accordance with the terms thereof and independent of all other such Work Order Contracts.

2. Effective Date and Duration.

This Agreement shall become effective on the date this 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 Agreement shall remain effective for a duration of 5 years from the date it is fully executed by all parties. Agreement termination shall not extinguish or prejudice OHA’s right to enforce this Agreement with respect to any default by Contractor that has not been cured.

3. Agreement Documents.

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

(1) Exhibit A, Part 1: 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: Insurance Requirements

(6) Attachment 1 Work Order Contract (WOC) Sample

(7) Attachment 2 Quantitative Exposure Assessment (QEA) Review Form

(8) Attachment 3 Alternative Assessment (AA) Review Form

(9) Attachment 4 Hazard Assessment (HA) Review Form There are no other contract documents unless specifically referenced and incorporated in this Agreement.

b. This Agreement and the documents listed in Section 2., “Agreement Documents”, Subsection a.

above, shall be in the following descending order of precedence: this Agreement less all exhibits, Exhibits B, A, and C.

4. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor are subject to the project-specific budget authorized by Work Order Contracts issued under this Price Agreement. OHA

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 3 of 26 will not pay Contractor any amount in excess of the not-to-exceed compensation authorized by each Work Order Contract for completing the Work and will not pay for Work performed before the date this Price Agreement becomes effective or after the termination or expiration of any individual Work Order Contract issued under this Price Agreement. If the maximum compensation of a Work Order Contract is increased by amendment of the Work Order Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim 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.”

c. OHA will only pay for completed Work under this Agreement. For purposes of this Agreement, “Work” means the tasks or services and deliverables accepted by OHA as described in Exhibit A, Part 1, “Statement of Work.”

5. Work Order Contract Assignment Process.

When Review of Waiver and Hazard Assessment Requests Services are required, OHA will assign a Contractor according to the process outlined in Exhibit A, Part 1 Statement of Work, Section 2.

OHA will negotiate the final Work Order Contract with the assigned Contractor.

6. Contractor or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’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 Agreement: N/A

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 4 of 26

7. Contractor Data and Certification.

a. Contractor Information. 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: ( ) Fax: ( )

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

(Check one box): YES NO Business Designation: (Check one box):

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

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

Professional Liability Insurance Company: ___________________________________________ Policy #: ______________________________________ Expiration Date: ________________ Commercial General 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 #: ______________________________________ Expiration Date: ________________

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

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

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

Contractor may also be in breach of the Agreement for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Agreement;

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 5 of 26

(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 Agreement or to the project for which the 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 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 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 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 Agreement; or (ii) exercising a right of setoff against Contractor’s compensation under this 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;

(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/portal/public/SAM/;

(8) Contractor is not subject to backup withholding because:

(a) Contractor is exempt from backup withholding;

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

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 6 of 26

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

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 7 of 26

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT

CONTRACTOR HAS READ THIS CONTRACT, 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.

8. Signatures. This 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 Agreement and any amendments so executed shall constitute an original.

Contractor Name By:

Authorized Signature Printed Name

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

Authorized Signature Printed Name

Title Date Approved for Legal Sufficiency:

Not Required per OAR 137-045-0030(1)(a) unless a WOC exceeds $150,000 total

Department of Justice Date

OREGONBUYS NUMBER S-44300-00001995

OHA-RFA-5171

EXHIBIT A

Part 1 Statement of Work

The Contractor will provide QEA/AA/HA Review services for OHA’s Toxic-Free Kids Program as described below.

1. Background and Purpose

a. Background.

The Toxic-Free Kids (TFK) Act was passed during the 2015 legislative session as Senate Bill

478. [See Oregon Revised Statute (ORS) 431A.250-280.] Starting January 1, 2018 and every two years thereafter, manufacturers of children’s products sold or offered for sale in Oregon are to report the product categories for products containing High Priority Chemicals of Concern for Children's Health (HPCCCH) to the Oregon Health Authority’s (OHA) TFK Program.

On or before the date on which a manufacturer submits the third biennial notice for a product category, it must remove the HPCCCH found at or above de minimis levels from product models in three specific categories of children’s products. Per Oregon Administrative Rule (OAR) 333- 016-3010, these children’s products include: those made for, marketed for use by or marketed to children under three years of age; those that are “mouthable” items per ORS 431A.253(8); and children’s cosmetics.

In lieu of removing the chemical from the children’s product or stopping the sale of the product in Oregon, manufacturers may request the following:

• A Waiver: A manufacturer or trade association (Reporter) may request from OHA a waiver from removal requirements (OAR 333-016-3040). Either a Quantitative Exposure Assessment (QEA) (see OAR 333-016-3050) or Alternatives Assessment (AA) (see OAR 333-016-3060) must be conducted for specific product models/styles for which the waiver is being requested, and submitted with the waiver request.

• A Substitution: Reporters may also replace HPCCCH(s) with substitute chemicals approved by OHA that make the products less hazardous, per OAR 333-016-3020. The requirements for a Hazard Assessment (HA) of Substitute Chemicals are specified in OAR 333-016-3030. While OAR 333-016-3030(1) specifies that GreenScreen methodology is be used to assess hazard level of the substitute chemical or chemicals, Reporters may request OHA’s approval of an alternative methodology for conducting an HA. OAR 333-016-3030(4) through (6) specify requirements of alternative methodologies and timelines1.

1 Per OAR 333-016-3030(1)(a)(A), HAs are to be conducted a Licensed GreenScreen Profiler (LGSP) as arranged by a Reporter.

Reporters will send these HAs to OHA along with the other three modules of an AA. Such HAs are to be treated “as is” by Contractors with the conclusions made by the LGSP not contested. Reporters have the option of requesting use of an alternative HA methodology per OAR 333-016-3030(4) through (6). If OHA approves the alternative methodology, Reporters have the option to apply it to HPCCCHs and specific product models for purposes of a Hazard Assessment, per OAR 333-016-3030. Successful applicants will review submitted HAs conducted with an alternative methodology, approved per OAR 333-016-3030(4), either along with the other modules in an AA or as a stand-alone HA for the purposes of a Chemical Substitution per OAR 333-016-30202. OHA will provide the relevant criteria for alternative HA methodology and an appropriate review form to Contractors for this to be done. Approved alternative methodologies will be listed on TFK’s webpages: www.healthoregon.org/toxicfreekids.

http://www.oregon.gov/oha/PH/HEALTHYENVIRONMENTS/HEALTHYNEIGHBORHOODS/TOXICSUBSTANCES/Pages/Toxic-Free-Kids.aspx https://www.oregonlegislature.gov/bills_laws/ors/ors431a.html https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276960 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276960 https://www.oregon.gov/oha/PH/HEALTHYENVIRONMENTS/HEALTHYNEIGHBORHOODS/TOXICSUBSTANCES/Pages/Toxic-Free-Kids.aspx https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276960 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276970 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276970 https://www.oregonlegislature.gov/bills_laws/ors/ors431a.html https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276974 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276975 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276976 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276972 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276972 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276972 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276972 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276972 http://www.healthoregon.org/toxicfreekids

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 9 of 26

Waiver and HPCCCH substitution requests must be submitted to OHA prior to a manufacturer’s third biennial notice of categories of children’s products containing HPCCCH(s). Biennial notices for products sold or offered for sale in Oregon in 2020 and 2021 must be received before January 1, 2022.

Manufacturers must repeat compliance with one of these ‘removal/substitution/waiver’ options for future products unless the composition of a future product is substantially similar to that specified in an approved AA per OAR 333-016-3060(8) or QEA per OAR 333-016-3050(8).

OHA has determined that a QEA is an inherent part of any AA and so must be conducted for a proposed substitute chemical if the manufacturer chooses the AA option. This Request for Application (RFA) pertains to the evaluation of HAs conducted with an alternative methodology approved by OHA, as well as evaluations of QEAs and AAs. While Applicants are encouraged to apply for being able to review all three, Applicants may apply to review only one.

Utilizing the OARs for QEA, AA, and an HA conducted with an alternative methodology approved by OHA and the definitions of these three items in OAR 333-016-2010; successful Applicants will complete an Review Form for each submission they agree to review at a rate of $200.00 per hour as outlined in OAR 333-016-2080. (OHA will not guarantee that any specific level of work or that overall funding will be authorized or required of the successful Applicants).

b. Purpose.

OHA does not have staff with the knowledge, expertise, or capacity to determine:

• Whether or not a submitted QEA demonstrates that a HPCCCH in a children’s product is not reasonably anticipated to result in exposure to a child based on an analysis of the leachability and bioavailability of the HPCCCH; or

• Whether or not the modules in an AA (QEA; Technical Feasibility; Financial Feasibility;

or a HA conducted with an approved alternative methodology per OAR 333-016- 3030(4)) meet criteria specified for each in OAR; or

• Whether or not a HA, conducted with an approved alternative methodology per OAR 333-016-3030(4)),2 meets criteria of that alternative methodology.

c. Specifications or Performance Standards. OHA requires that the Contractor meets the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services.

2. Work Order Contract Assignment and Review Process.

OHA has issued Price Agreements to Contractor(s) who received approval in the application process, as required by OregonBuys Number S-44300-00001995/ RFA OHA-5171. Contractor(s) who have executed a Price Agreement have been placed on a list as eligible to receive QEAs, AAs, and HAs conducted with an approved alternative methodology under OAR 333-016-3030(4) for review based on Execution date of their Price Agreement. OHA will notify Contractor their ranking order identifier (a letter in the alphabet) and where assignments are in the process at the time of execution. A tracking sheet for Contractors and assignments will be maintained by OHA’s Toxic-Free Kids Act Program.

2 OHA is unable to predict which alternative hazard assessment methodologies it will be asked to approve, per OAR 333-016-3030(4).

For purposes of applying for this RFA, Applicants are to demonstrate understanding of and experience with any hazard assessment methodology pertinent to OAR 333-016-3030 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276976 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276976 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276959 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=53685 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=276973

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 10 of 26

Outlined below are the steps for assigning QEA, AA, and an HA conducted with an approved alternative methodology under OAR 333-016-3030(4) for review.

OHA will receive and date stamp QEAs, AAs, and HAs conducted with an approved alternative methodology under OAR 333-016-3030(4) from Manufacturer(s) per the Toxic-Free Kids Act requirements. Within three business days, OHA will send Manufacturer(s) an email acknowledging receipt. OHA will proceed with the assignment process for reviews to eligible Contractor(s) as outlined in the Work Order Contract Assignment section below.

Work Order Contract Assignment OHA will start with the first Contractor on the eligible list referenced above to begin assigning QEAs, AAs, and HAs conducted with an approved alternative methodology OAR 333-016-3030(4) for review and inquire by email with Contractor whether a conflict of interest exists i.e. provided services to the Manufacturer directly related to the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4) sent for review.

a. If the Contractor reports a conflict of interest as outlined above, OHA will move on to the next

Contractor identifier in the alphabet due work based on the tracking mechanism.

b. If the Contractor reports no conflict of interest, OHA will proceed with the QEA, AA, and HAs conducted with an approved alternative methodology under OAR 333-016-3030(4) review process noted below.

Review Process for QEAs, AAs, and HAs Conducted with an Approved Alternative Methodology Under OAR 333-016-3030(4)

a. Upon verification that there is no conflict of interest, OHA will send one or more QEA, AA, or

HA conducted with an approved alternative methodology under OAR 333-016-3030(4) to the selected Contractor. Contractor will acknowledge receipt by email to OHA within three business days. Within 14 calendar days of receipt of the above items, Contractor will provide OHA, by email, an estimate of the number of hours to review the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4), and an estimated completion date. Contractor must pay special attention and adhere to the Non-Disclosure section of Exhibit A, Part 3 of this Agreement.

b. Within three business days, OHA will send the estimate to the Manufacturer for review and obtain an email of acceptance or rejection.

• Manufacturers will have seven calendar days to accept or oppose the estimate. Upon acceptance of the estimate by email from the Manufacturer, OHA will prepare and issue to the Contractor a Work Order Contract in the amount of the estimate along with the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333- 016-3030(4) and appropriate Review Form as shown in Attachment 2 to this Agreement.

Contractor must sign and return the Work Order Contract to OHA within three business days and prior to proceeding with their review.

• If Manufacturer informs OHA the estimate is unacceptable, they may submit a revised QEA, AA, or HA conducted with an approved alternative methodology under OAR 333- 016-3030(4), under the same $1,500.00 fee within 30 days of the date OHA is informed it is unacceptable. After 30 days Manufacturer must submit a new QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4) and $1,500.00 fee.

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 11 of 26

• If Manufacturer does not respond within seven calendar days to accept or oppose the estimate, it will be considered unacceptable and OHA will direct Contractor to destroy the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4). OHA consider the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4) to be incomplete. The request will not be reviewed.

c. If, in the course of the review the Contractor expects the actual number of hours to exceed the estimate given by 15%, the Contractor will stop work and email the new estimate of hours needed to OHA. Within three business days, OHA will then forward the new estimate to Manufacturer. The Manufacturer will have seven business days to:

• Respond to OHA by email with acceptance to pay for the new estimated amount. Upon acceptance, OHA will amend the Work Order Contract within seven calendar days and issue to Contractor for signature. Upon execution, Contractor can continue the review of the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4); or

• Decline the new estimate. OHA will consider the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4) to be incomplete. The request will not be reviewed. OHA will direct Contractor to end review services, destroy the QEA, AA, or HA conducted with an approved alternative methodology under OAR 333-016-3030(4) and send OHA an invoice for actual hours spent by Contractor on the review.

d. Contractor will email the completed Review Form and a final itemized Invoice indicating the number of hours spent on each review task as outlined in Exhibit A, Part 2 Payment and Financial Reporting, to OHA by the date provided in agreed upon Contractor estimate. OHA will proceed with payment in accordance with Exhibit A, Part 2.

e. Upon receipt of the review, OHA will evaluate the report and determine whether to approve or disapprove the request in accordance with OAR 333-016-3020 or OAR 333-016-3040 act according to that rule.

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 12 of 26

Part 2 Payment and Financial Reporting

1. The Not-to-Exceed amount for each Work Order Contract for Review of Waiver and Hazard Assessment Requests services will be authorized by a Work Order Contract issued by OHA. No payment will be made for any services performed before the effective date or after the expiration date of a Work Order Contract. OHA will not pay any amount in excess of the amount set forth in a Work Order Contract unless that amount is increased by written amendment to the Work Order Contract and the amendment is signed by all parties.

2. OHA shall pay Contractor for work completed at a rate of $200.00 per hour in accordance with the agreed upon estimate provided by Contractor to OHA and agreed to by Manufacturer. See Exhibit A, Part 1 for further details regarding estimate process.

3. Invoices shall be submitted to the address and contact person specified in the Work Order Contract.

Contractor's claims to OHA for overdue payments on invoices are subject to ORS 293.462.

4. Final invoices shall be submitted within 45 days of the completion of the project. Invoices shall be in a form acceptable to OHA and must include the following details:

a. Reference Price Agreement Number TBD;

b. A copy of the Work Order Contract;

c. A copy of the completed QEA, or AA, or HA Review Forms

d. Detailed description of services, including dates of the service, staff names and number of hours worked (broken down into 15-minute increments), and any other information required by the requesting Agency office;

e. Total amount of invoice;

f. Written confirmation that the work was completed; and

g. Include a cover letter summarizing the tasks and activities completed towards each job during the invoice period.

OHA reserves the right to request, in writing, full itemization and receipts for any billed item, including but not limited to any or all labor and/or direct costs billed by Contractor. Contractor shall provide receipts within five (5) business days of OHA’s request. Payment shall not be released on any subject invoice until all requested receipts have been received from Contractor.

Incomplete invoices or invoices that do not comply with the requirements and approved Work Order Contract budget will be returned to the Contractor for correction.

OHA reserves the right to withhold final payment equal to five percent (5%) of any Work Order Contract amount until all required services are completed and accepted by OHA.

2. Travel and Other Expenses.

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

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 13 of 26

Part 3 Special Provisions

1. Confidentiality of Information.

a. Client Information:

(1) All information as to personal facts and circumstances obtained by the Contractor on the client (“Client Information”) shall be treated as privileged communications, shall be held confidential, and shall not be divulged without the written consent of the client, his or her guardian, or the responsible parent when the client is a minor child, or except as required by other terms of this Agreement. Nothing prohibits the disclosure of information in summaries, statistical, or other forms which does not identify particular individuals.

(2) The use or disclosure of Client Information shall be limited to persons directly connected with the administration of this Agreement. Confidentiality policies shall be applied to all requests from outside sources.

(3) If Contractor, or any of its officers, directors, employees, agents, or subcontractors receives or has access to confidential Social Security Administration (SSA), or Federal Tax Information (FTI) records in the performance of Work under this Agreement, Contractor shall comply, and ensure that all of Contractor’s officers, directors, employees, agents and subcontractors comply, with the following provisions:

(a) With respect to SSA records:

i. Provide a current list of employees and employees of any agent or subcontractor with access to SSA records;

ii. Adhere to the same security requirements as employees of OHA;

iii. Abide by all relevant Federal laws, restrictions on access, use, disclosure, and the security requirements contained within OHA’s agreement with SSA;

iv. Provide its employees and agents the same security awareness training as OHA’s employees; and

v. Include the provisions of this Section 1.a.(3)(a) in any subcontract.

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication

1075:

i. Contractor and its officers, directors and employees with access to, or who use FTI provided by OHA must meet the background check requirements defined in IRS Publication 1075;

ii. Any FTI made available to Contractor shall be used only for the purpose of carrying out the provisions of this Agreement. Contractor shall treat all information contained in FTI as confidential and that information shall not be divulged or made known in any manner to any person except as may be necessary in the performance of this Agreement. Inspection by or disclosure to anyone other than an officer or employee of the Contractor is prohibited;

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 14 of 26

iii. Contractor shall account for all FTI upon receipt and shall properly store all FTI before, during, and after processing. In addition, all FTI related output and products will be given the same level of protection as required for the source material;

iv. No work involving FTI furnished under this Agreement will be subcontracted without prior written approval of the IRS;

v. Maintain a list of employees who are authorized access to FTI. Such list will be provided to OHA and, upon request, to the IRS reviewing office;

and

vi. Include the provisions of this Section 1.a.(3)(b) in any subcontract.

(c) Failure to abide by any of the requirements in this subsection could result in criminal or civil penalties and result in termination of this Agreement.

(d) Contractor may be subject to periodic and ongoing security reviews to ensure compliance with the requirements of Section 1.a.(3).

(4) Except as prohibited by Section 1.a.(3) above, OHA, Contractor and any subcontractor will share information as necessary to effectively serve OHA clients.

b. Non-Client Information:

(1) Each Party acknowledges that it and any of its officers, directors, employees and agents may, in the course of performing its responsibilities under the Agreement, be exposed to or acquire information that is confidential to the other Party. To the extent permitted by law, any and all information of any form provided to a Party or its officers, directors, employees and agents in the performance of the Agreement that reasonably could at the time of its disclosure be understood to be confidential shall be deemed to be confidential information of the originating Party (“Confidential Non-Client Information”).

(2) Confidential Non-Client Information shall be deemed not to include information that:

(a) Is or becomes (other than by disclosure by the Party acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure;

(b) Is furnished by the originating Party to others without restrictions similar to those imposed on the receiving Party under the Agreement;

(c) Is rightfully in the receiving Party’s possession without the obligation of nondisclosure prior to the time of its disclosure by the originating Party under the Agreement;

(d) Is obtained from a source other than the originating Party without the obligation of confidentiality;

(e) Is disclosed with the written consent of the originating Party; or

(f) Is independently developed by the receiving Party’s officers, directors, employees and agents who can be shown to have had no access to the Confidential Non- Client Information.

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; and shall not sell, assign, license, OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 15 of 26 market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Agreement or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists:

(i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to

192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

c. Upon request and pursuant to the instructions of OHA, Contractor shall return or destroy all copies of Confidential Information, and Contractor shall certify in writing the return or destruction of all Confidential Information.

d. “Client” means any individual, family or provider:

(1) For whom OHA must provide Services and incidental or specialized Goods, in any combination thereof (“Services and Incidental Supplies”), according to state, federal law, rule, and policy. Those Services and Incidental Supplies include but are not limited to treatment, care, protection, and support without regard to the proximity of the services being provided;

(2) Who in fact receives and utilizes services provided by OHA primarily for that individual's or family's benefit;

(3) Who is under the custody, care, or both of OHA; or

(4) Who provides direct care or Services and is a proxy or representative of the non-provider

Client.

2. Amendments.

a. Subject to Section 2.c. below, OHA reserves the right to amend or extend the Agreement under the following general circumstances:

(1) OHA may extend the Agreement for additional periods of time up to a total Agreement period of 5 years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on OHA’s satisfaction with performance of the work or services provided by the Contractor under this Agreement.

(2) OHA may periodically amend any payment rates throughout the life of the Agreement proportionate to increases in Portland Metropolitan Consumer Price Index; and to provide Cost Of Living Adjustments (COLA) if OHA so chooses. Any negotiation of increases in rates to implement a COLA will be as directed by the Oregon State Legislature. In addition, OHA may periodically amend any payment rates throughout the life of the Agreement to meet current market conditions.

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 16 of 26

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of OREGONBUYS NUMBER S-44300-00001995/RFA-OHA-5171 for the following:

(1) Programmatic changes, additions or modifications deemed necessary to accurately reflect the original scope of work that may not have been expressed in the original Agreement or previous amendments to the Agreement;

(2) Implement additional phases of the Work; or

(3) 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 Agreement.

c. Upon identification, by any party to this Agreement, of any circumstance which may require an amendment to this Agreement, the parties may enter into negotiations regarding the proposed modifications. Any resulting amendment must be in writing and be signed by all parties to the Agreement before the modified or additional provisions are binding on either party. All amendments must comply with Exhibit B, “Standard Terms and Conditions”, Section 24.

“Amendments; Waiver; Consent.” of this Agreement.

3. Background Checks. RESERVED

4. Equal Access to Services. Contractor shall provide equal access to covered services for both males and females under 18 years of age, including access to appropriate facilities, services and treatment, to achieve the policy in ORS 417.270.

5. Media Disclosure. The Contractor will not provide information to the media regarding a recipient of services purchased under this Agreement without first consulting the OHA office that referred the child or family. The Contractor will make immediate contact with the OHA office when media contact occurs.

The OHA office will assist the Contractor with an appropriate follow-up response for the media.

6. Nondiscrimination.

a. The Contractor must provide services to OHA clients without regard to race, religion, national origin, sex, age, marital status, sexual orientation or disability (as defined under the Americans with Disabilities Act). Contracted services must reasonably accommodate the cultural, language, and other special needs of clients.

b. As required by ORS 279B.235, Contractor must 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 Agreement and a failure to comply constitutes a breach that entitles OHA to terminate this Agreement for cause.

c. 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.

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 17 of 26

EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between OHA or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within 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 shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of the jurisdiction of any court or of any form of defense to or immunity from any Claim, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. This Section shall survive expiration or termination of this Agreement.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Agreement. OHA’s performance under the Agreement is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. This Section shall survive expiration or termination of this Agreement.

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in

ORS 30.265 or otherwise.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Agreement, represents and warrants that Contractor's Work to be performed under this Agreement creates no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor's Work under this Agreement. If compensation under this Agreement is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

c. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Agreement and, unless Contractor is subject to backup withholding, OHA will not withhold from such compensation any amounts to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation paid to Contractor under this Agreement, except as a self-employed individual.

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600.

OHA reserves the right (i) to determine and modify the delivery schedule for the Work, and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

OREGONBUYS NUMBER S-44300-00001995/OHA-RFA-5171/dap Page 18 of 26

4. Representations and Warranties.

a. Contractor's Representations and Warranties. Contractor represents and warrants to OHA that:

(1) Contractor has the power and authority to enter into and perform this Agreement;

(2) The obligations set forth in this Agreement, when executed and delivered, shall be valid and binding obligations of the Contractor enforceable in accordance with its terms;

(3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession;

(4) Contractor shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

5. Time is of the Essence. Contractor agrees that time is of the essence under this Agreement.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Agreement by any other agency or department of the State of Oregon or the federal government. OHA certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Agreement within OHA's current biennial appropriation or limitation. Contractor understands and agrees that OHA's payment for Work performed is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to continue to make payments under this Agreement.

b. Payment Method. Payments under this Agreement will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Contractor shall maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all payments under this Agreement. Contractor shall provide this designation and information on a form provided by OHA. In the event that EFT information changes or the Contractor elects to designate a different financial institution for the receipt of any payment made using EFT procedures, the Contractor shall provide the changed information or designation to OHA on an OHA-approved form. OHA is not required to make any payment under this Agreement until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS CONTRACT, OR UNDER ANY OTHER

CONTRACT BETWEEN CONTRACTOR AND OHA, RESULT IN PAYMENTS TO

CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED, OHA, AFTER GIVING

WRITTEN NOTIFICATION TO CONTRACTOR, MAY WITHHOLD FROM PAYMENTS DUE TO

CONTRACTOR SUCH AMOUNTS, OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO

RECOVER…