OSFM Services PO Ts & Cs~5.pdf

11//23 Rev. 1 Page 1 of 7

State of Oregon, Department of the State Fire Marshal Terms and Conditions for Services

The Execution Date of the Purchase Order shall be the date specified therein on the Purchase Order, or the date Contractor begins performance of the Services described in in the Purchase Order, whichever comes first. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate on the date specified in the Purchase Order, or upon acceptance of all deliverables, whichever comes first. Contract termination shall not extinguish or prejudice Agency’s right to enforce this Contract, with respect to any breach by Contractor that has not been cured.

1. Compensation: The not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses as set forth herein, is specified in the Purchase Order. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for performance of the Services, and will not pay for Services performed before the Effective Date or after the termination of this Contract. If the maximum compensation is increased by amendment of the Purchase Order, the amendment must be fully effective before Contractor performs Services subject to the amendment.

2. Payment Methodology:

a. Payment Provisions Agency shall pay Contractor within 30 days from (i) the date the Services are delivered and accepted or (ii) the date the invoice is received, whichever is later. Invoice must include Purchase Order number.

b. Travel and other authorized expenses Travel or other authorized expenses are not authorized unless specifically allowed and described in the Purchase Order.

These terms and conditions consist of the following attachments, which are hereby incorporated herein:

Attachment A: Standard Terms and Conditions Attachment B: Insurance Requirements

References herein to “Contract” or “Purchase Order” mean the purchase order to which these terms are attached, any other attachments to the Purchase Order, and these terms and conditions. Any conflicts within the Contract shall be resolved in in the following descending order of precedence: the Purchase Order less all attachments, the Statement of Work attached to the Purchase Order (if applicable), this document less all attachments, Attachment B, Attachment A, any other documents attached to the Purchase Order. For clarity, all Agency terms and conditions take precedence over any Contractor documents such as estimates, quotes, or e-mail correspondence (including any attachments or links to additional terms and conditions).

11//23 Rev. 1 Page 2 of 7

Attachment A Standard Terms and Conditions

1. STATEMENT OF WORK: Contractor shall perform the Services in accordance with the schedule set forth in the Purchase Order or Statement of Work attached to the Purchase Order.

2. ACCEPTANCE OF DELIVERED SERVICES: Agency shall accept or reject each deliverable. If Agency rejects the deliverable, then Agency shall give Contractor a written notice of the reasons for the rejection and the method for curing, if any.

3. PAYMENT: (a) Contractor shall send invoices to Agency at Agency’s address, including details and at a frequency as agreed upon with Agency. Contractor’s invoice shall include at a minimum: the Contract number; Services performed, Service dates, what was delivered, the rates (as applicable), the total amount due, and the payment address. (b) Agency shall pay Contractor, in accordance with the Compensation and Payment Methodology, for Services delivered under this Contract and accepted by Agency. Contractor shall look solely to Agency for payment. Contractor shall not be compensated by anyone else. (c) Contractor agrees that Agency’s payment is contingent on Agency receiving enough funding and other expenditure authority to allow the payment. (d) Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

4. TERMINATION: The parties may terminate this Contract at any time by mutual written consent. Agency may terminate this Contract for its convenience upon written notice to Contractor. Agency or Contractor may terminate this Contract immediately or at a later designated date upon written notice to the other party, if the other party is in breach. Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor.

5. RECOVERY OF OVERPAYMENTS: IF BILLINGS UNDER THIS

CONTRACT, OR UNDER ANY OTHER CONTRACT BETWEEN

CONTRACTOR AND AGENCY, RESULT IN PAYMENTS TO

CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED,

AGENCY, AFTER GIVING WRITTEN NOTIFICATION TO

CONTRACTOR, MAY WITHHOLD SUCH AMOUNTS FROM

PAYMENTS DUE TO CONTRACTOR.

6. INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY,

HOLD HARMLESS, AND DEFEND (SUBJECT TO ORS CHAPTER

180) THE STATE OF OREGON, AGENCY AND THEIR OFFICERS,

EMPLOYEES, AGENTS, FROM ALL CLAIMS, SUITS OR ACTIONS

OF ANY NATURE ARISING OUT OF OR RELATED TO THE

ACTIVITIES OF CONTRACTOR, OR ITS OFFICERS,

SUBCONTRACTORS, AGENTS OR EMPLOYEES UNDER THIS

CONTRACT.

7. GOVERNING LAW, JURISDICTION, AND VENUE: This Contract is governed by Oregon law, without regard to principles of conflicts of law. Any claim, action, suit, or proceeding between the State of Oregon and the Contractor that relates to this Contract (“Claim”) shall be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it shall be heard exclusively in the US District Court for the District of Oregon. In no way will this Section or any other provision of this Contract be construed as a waiver by the State of Oregon of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court. Contractor consents to the in personam jurisdiction of these courts.

8. FORCE MAJEURE: No party is responsible for delay or default caused by an event beyond its reasonable control.

The Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of this Contract.

9. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights or responsibilities under this Contract in whole or in part, without the prior written approval of the Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

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

11. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:

Contractor shall comply with all federal, state and local laws, regulations, executive orders, and ordinances applicable to the Contract or to the performance of the Services, as such laws, regulations, executive orders, and ordinances may be adopted, amended, or repealed from time to time. These laws, regulations, executive orders and ordinances are incorporated by reference herein to the extent that they are applicable to this Contract and required by law to be so incorporated. Agency’s performance under this Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.230, and 279B.235 incorporated by reference herein.

12. OWNERSHIP OF WORK PRODUCT: Every invention, discovery, work of authorship and other tangible or intangible item that Contractor is required to deliver to Agency under this Contract (collectively, “Work Product”) shall be the exclusive property of Agency. Agency and Contractor agree that all Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason any Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all such Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency's reasonable request, Contractor shall acquire such further rights and execute such further documents and instruments

11//23 Rev. 1 Page 3 of 7 as are necessary to fully vest such rights in Agency.

Contractor forever waives any and all rights relating to the Work Product , including without limitation, any and all rights arising under 17 U.S.C. §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

13. AMENDMENTS; WAIVER: All amendments to this Contract must be in writing, signed by the both parties. The Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by the Agency of its rights to such performance in the future or to enforce any other provisions.

14. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be illegal or in conflict with law, the parties intend that the validity of the remaining terms and provisions not be affected, and that the rights and obligations of the parties be construed and enforced as if the Contract did not contain the particular terms of provision held to be invalid.

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

16. INDEPENDENT CONTRACTOR: Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by performance of this Contract, represents and warrants that Contractor’s Services to be performed under this Contract create 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 performance under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government.

Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract, and unless Contractor is subject to backup withholding, Agency 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 worker’s compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual. Contractor shall perform all Services as an independent contractor.

Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services and any Work Product, but Agency may not and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Services. Contractor is an independent contractor as defined in ORS 670.600.

17. BREACH: (a) Contractor breaches this Contract if Contractor: (i) ceases doing business on a regular basis, including but not limited to ceasing to do business as a result of insolvency, receivership, bankruptcy proceedings, or an assignment for the benefit of creditors; (ii) no longer holds a required license or certificate for Contractor’s performance;

or (iii) commits any material breach under this Contract, (vi) Contractor failed to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Contract or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Contract, and Contractor fails to cure any such breach as Agency may specify in the notice of breach. (b) Agency breaches this Contract if Agency: (i) fails to pay Contractor any amount owed under this Contract; or (ii) commits any material breach under this Contract, and Agency fails to cure any such breach as Contractor may specify in the notice of breach.

18. AGENCY REMEDIES: If Contractor is in breach under Section 17(a), Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to: (a) termination of this Contract under Section 4, (b) reducing or withholding payment for Services or Work Product that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively, (c) requiring Contractor to perform, at Contractor’s expense, additional work necessary to perform the Statement of Work or meet performance standards, (d) suspending Contractor’s performance of the Services, (e) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, or (f) exercise of its right of recovery of overpayments under Section 5 of this Contract or setoff, or both. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

19. CONTRACTOR REMEDIES: (a) If Agency is in breach under Section 17(b), and whether or not Contractor elects to exercise its right to terminate the Contract under Section 4, Contractor's sole monetary remedy shall be (i) with respect to Services compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of work completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor.

20. INTENDED BENEFICIARIES: State and Contractor are the only parties to this Contract and the only parties entitled to enforce the Contract.

21. INFORMATION PRIVACY/SECURITY/ACCESS: If the Services performed under this Contract require Contractor or, when allowed, its subcontractor(s), to have access to or use

11//23 Rev. 1 Page 4 of 7 of any Agency computer system or other Agency Information Asset or Network and Information System for which Agency imposes security requirements, and Agency grants Contractor or its subcontractor(s) access to such Agency Information Assets or Network and Information Systems, Contractor shall comply, and require all subcontractor(s) to which Agency has granted such access to comply, with OAR 407-014-0300 through OAR 407-014-0320, as such rules may be revised from time to time. For purposes of this section, “Information Asset” and “Network and Information System” have the meaning set forth in OAR 407-014-0305, as such rule may be revised from time to time.

22. MERGER CLAUSE/COUNTERPARTS: This Contract constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representation, oral or written, not specified herein, regarding this Contract. Any amendments to this Contract 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 an amendment so executed shall constitute an original.

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

24. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants to Agency that: (a) Contractor has the power and authority to enter into and perform this Contract, (b) the obligations set forth herein are valid and binding obligations of Contractor enforceable in accordance with its terms, (c) 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 Services in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession (d) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services, and (e) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

25. NOTICES: Except as otherwise expressly provided in this Contract, any notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid to Contractor or Agency at the address or number set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this section. Any notice so addressed and mailed by regular mail shall be deemed received and effective five days after the date of mailing. Any notice delivered by facsimile shall be deemed received and effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours of the recipient, or on the next business day if transmission was outside normal business hours of the recipient.

Notwithstanding the foregoing, to be effective against the other party, any notice transmitted by facsimile must be confirmed by telephone notice to the other party at number set forth in this Contract. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.

26. TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence in Contractor’s performance of the Services under this Contract.

27. SURVIVAL: In addition to any provisions of this Contract that by their express terms survive termination of this Contract, any confidentiality provisions and the following provisions of Attachment A shall remain in effect beyond any Contract termination or full performance: 3, 5, 6, 7, 10, 11, 12, 16, 17, 18, 19, 20, 23, 24, 25, 27 and 28.

28. LIMITATION OF LIABILITIES: THE STATE OF OREGON

SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,

SPECIAL, INCIDENTAL,OR RELIANCE DAMAGES OF ANY KIND

OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO

ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST

DATA, OR HARM TO BUSINESS), REGARDLESS OF THE

FORSEEABILITY THEREOF, ARISING OUT OF OR RELATED TO

THIS CONTRACT. CONTRACTOR HEREBY RELEASES THE STATE

OF OREGON AND ITS AGENCIES AND THEIR DIVISIONS,

OFFICERS, EMPLOYEES, AGENTS AND MEMBERS FROM ANY

SUCH CLAIMS.

29. CERTIFICATIONS: Without limiting the generality of the foregoing, by Contractor’s performance of the Services under this Contract, the Contractor hereby certifies under penalty of perjury that:

a. Contractor is in compliance with all insurance requirements of this Contract and notwithstanding any provision to the contrary, Contractor shall deliver to the Agency Contract Administrator (see above) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

b. 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 Contract or to the project for which the Contract work is being performed.

Contractor certifies that no claim described in the previous

11//23 Rev. 1 Page 5 of 7 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 Contract, 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;

c. By Contractor’s performance of the Services under Contract, Contractor represents and warrants that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state.

Contractor shall, throughout the duration of this Contract 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 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state 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;

d. To the best of Contractor’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;

e. Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” 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;

f. Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) 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 (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and

g. The Federal Employer Identification Number (“FEIN”) or Social Security Number (“SSN”) provided to Agency is true and accurate. If this information changes, Contractor is required to provide Agency with the new FEIN or SSN within 10 days.

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

11//23 Rev. 1 Page 6 of 7

ATTACHMENT B

Insurance Requirements

Contractor shall obtain at Contractor’s expense the insurance specified in this Attachment B prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply.

Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to Agency. Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation.

Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

If Contractor maintains broader coverage and/or higher limits than the minimums shown in this Attachment, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017, and provide Workers’ Compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2).

Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain Employers' Liability Insurance coverage with limits not less than $500,000 each accident.

If Contractor is an employer subject to any other state’s Workers’ Compensation law, Contactor shall provide Workers’ Compensation Insurance coverage for its employees as required by applicable Workers’ Compensation laws including Employers’ Liability Insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

As applicable, Contractor shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen’s and Harbor Workers’ Compensation Act.

COMMERCIAL GENERAL LIABILITY:

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation.

Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

PROFESSIONAL LIABILITY:

When Contractor’s work is in a professional field requiring specialized knowledge and intellectual skills, Contractor shall provide Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract by the Contractor and Contractor’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per claim and not less than $2,000,000 annual aggregate limit.

If coverage is provided on a claims made basis, then either an extended reporting period of not less than 24 months shall be included in the Professional Liability insurance coverage, or the Contractor shall provide Continuous Claims Made coverage as stated below.

POLLUTION LIABILITY:

When contractor will be using, removing, hauling, storing , or disposing of hazardous materials, Contractor shall provide Pollution Liability Insurance covering Contractor’s or appropriate subcontractor’s liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related cleanup costs incurred by Contractor, all arising out of the goods delivered or Services (including transportation risk) performed under this Contract with a combined single limit per occurrence not less than $500,000 and not less than $1,000,000 annual aggregate limit.

An endorsement to the Commercial General Liability or Automobile Liability policy, covering Contractor’s or subcontractor’ liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related clean-up cost incurred by the Contractor that arise from the goods delivered or Services (including transportation risk) performed by Contractor under this Contract is also acceptable.

GARAGE LIABILITY

Contractor shall provide Garage Liability Insurance Coverage for garage operations. Coverage must include Garage Keepers

11//23 Rev. 1 Page 7 of 7

Legal Liability for autos left for service or repair and be not less than $ 2,000,000 ($5,000,000 if more than 100 total vehicles are left in the care, custody or control of the Contractor at any one time) combined single limit.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and Excess/Umbrella Insurance may be used to meet the required limits of insurance. When used, all of the primary and umbrella or excess policies must provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The umbrella or excess policies must be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, must be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

If Excess/Umbrella Insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance.

ADDITIONAL INSURED:

All liability insurance, except for Workers’ Compensation, Professional Liability, Directors and Officers Liability and Network Security and Privacy Liability (if applicable), required under this Contract must include an Additional Insured endorsement specifying the State of Oregon, its officers, employees, and agents as Additional Insureds, but only with respect to Contractor’s goods to be delivered and Services to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

Regarding Additional Insured status under the General Liability policy, Agency requires Additional Insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's goods to be delivered and Services to be performed under this Contract. The Additional Insured endorsement with respect to liability arising out of Contractor’s ongoing operations must be on, or at least as broad as, ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on, or at least as broad as, ISO form CG 20 37.

WAIVER OF SUBROGATION:

Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against the Agency or State of Oregon by virtue of the payment of any loss.

Contractor shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Agency has received a Waiver of Subrogation endorsement from the Contractor or the Contractor’s insurer(s).

CONTINUOUS CLAIMS MADE COVERAGE:

If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Contractor shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of:

(i) Contractor ’s completion and Agency’s acceptance of all goods and Services required under this Contract, or

(ii) Agency’s or Contractor’s termination of this Contract, or

(iii) The expiration of all warranty periods provided under this Contract.

CERTIFICATE(S) AND PROOF OF INSURANCE:

Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract.

If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements under this Attachment

NOTICE OF CHANGE OR CANCELLATION:

The Contractor or its insurer must provide at least 30 days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

INSURANCE REQUIREMENT REVIEW:

Contractor agrees to periodic review of insurance requirements by Agency under this Contract and to provide updated requirements as mutually agreed upon by Contractor and Agency.

STATE ACCEPTANCE:

All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Attachment B.