PERS RFQ 45900-00017298 Enterprise Forms Accessibility Remediation Services

The State of Oregon

Public Employees Retirement System (PERS) Issues the Following

Request for Quote (RFQ)

#PERS S 45900-00017298

Enterprise Forms Accessibility Remediation Services

Date of Issuance: June 24, 2026

Close Date: July 21, 2026 1:00 PM (Pacific Time)

Sole Point of Contact: Jennifer Champie, Senior Procurement and Contracts Specialist

Oregon Public Employees Retirement System

Contracts and Procurement Section 11410 SW 68th Pkwy Tigard, OR 97223 E-mail: jennifer.champie@pers.oregon.gov

1.0 General Information:

The State of Oregon, acting by and through its Public Employees Retirement System (PERS or Agency), issues this Request for Quote (RFQ) seeking a qualified professional Contractor to assist with enterprise forms accessibility remediation, template development, procedure documentation, and staff training.

The Oregon Public Employees Retirement System (PERS) serves as the pension and retirement trust for public employee across the State of Oregon. The PERS mission is to “Serve the people of Oregon by administering the public employee benefit trust to pay the right person the right benefit at the right time. As the primary pension administration agency for the State of Oregon, PERS serves more than 422,000 members and partners with more than 900 public sector PERS-participating employers. In 1999, PERS started its last major modernization effort, which culminated when the agency deployed jClarety, its pension administration system (PAS) in 2005.

Because of the nature and age of jClarety, initiation of the retirement benefit process for members is through paper-based forms, which are available both on the agency’s website and through member requested, mailed physical forms; these physical forms are received through contact with representatives via PERS Member Services and can be obtained in person or by mail.

In 2022, PERS received funding from the Oregon Legislature to modernize its legacy PAS. This initiated the creation of a modernization program within PERS to bring forward a new PAS, while modernizing peripheral systems and APIs. At present, PERS is in the midst of this modernization effort that is inclusive of a new commercial-off-the-shelf (COTS) solution. The future PAS is envisioned to be an omnichannel service for members to initiate the receipt of their pension benefit, as well as allowing them to access to all other aspects of their retirement information. The new PAS is several years from production and, as such, the agency must conform to the Web Content Accessibility Guidelines (WCAG) and associated rules under WCAG 2.1 AA related to governmental entities.

Recently, the federal Department of Justice has extended the compliance deadline for government entities with populations greater than 50,000 people. Given the extension of the WCAG 2.1 AA compliance deadline, PERS seeks a qualified vendor for the following services:

1) Assess, remediate, and modernize existing forms

2) Develop sustainable accessible form templates

3) Create clear procedures for ongoing compliance, and

4) Train staff to maintain WCAG/ADA accessibility standards.

This work supports equitable access, reduces compliance risk, and ensures consistent, user-centered form design across the agency.

2.0 Description of Services:

2.1. Forms Accessibility Remediation

• Remediate an estimated three quarters (about 260) of our current forms (PDF, Word, and/or web) to meet WCAG 2.1 AA governmental requirements.

• Correct reading order, tagging, headings, form fields, color contrast, labels, tab order, and screen-reader compatibility.

• Provide accessibility test results (PAC, Acrobat, screen-reader testing).

2.2. Accessible Template Development

• Create a reusable library of branded, fully accessible templates for future forms.

• Include standardized components (field types, instructions blocks, layouts, error messaging).

• Deliver usage guidance and version-controlled template files.

2.3. Job Aids, Procedures, and Process Documentation

• Develop easy-to-use instructions for creating and testing accessible forms.

• Document the full intake-to-publication workflow, including quality assurance steps, approvals, and roles.

2.4. Staff Training and Knowledge Transfer

• Deliver online (webinar or web-meeting based) foundational and hands-on training for six to eight agency staff.

• Provide self-paced materials and recorded sessions.

2.5. Key Deliverables

• Accessibility Assessment Report and prioritized remediation list based on remediating three quarters of our current forms.

• Remediated forms and source files.

• Accessible template library with guidance.

• Job aids and process/procedure documentation.

• Training curriculum, materials, recordings, and post-training support.

• Final report including metrics, lessons learned, and governance plan.

2.6. Deliverable Acceptance

• All forms and templates must pass WCAG 2.1 AA validation.

• Job aids and process documentation must be clear, accurate, and approved by the agency.

• Training outcomes must demonstrate knowledge transfer (e.g., post-training assessment).

2.7. Business Standards

• WCAG 2.1 Level AA compliance; PDF/Universal Accessiblity (as applicable).

• Compatibility with Job Access With Speech (JAWS), NonVisual Desktop Access

(NVDA), VoiceOver, and keyboard-only navigation.

• Alignment with Agency Brand Standards and plain-language guidelines.

2.8. Qualifications

• Demonstrated experience with forms remediation and accessibility.

• Expertise with Adobe Acrobat Pro, PDF Accessibility Checker (PAC), and Microsoft

365.

• Experience providing training and documentation for non-technical users.

• Strong project management and communication capabilities.

3.0 SOLICITATION PROCESS:

3.1 Procurement Method: PERS is conducting this solicitation as an Intermediate Procurement in accordance with ORS 279B.070 and OAR 125-247-0270. This is an informal solicitation and no protests of the solicitation, or the award will be considered.

3.2 Sole Point Of Contact: All questions about the technical and contractual requirements or the procurement process must be directed to the Sole Point of Contact (SPC) listed on the cover page of this RFQ.

3.3 Addenda and Clarifications: PERS will issue addenda to this RFQ, clarifications, questions and their answers and other RFQ-related notices through email. PERS encourages all prospective Offerors to monitor email regularly through the Quote due date and time to avoid missing any RFQ Addenda, Q & A responses or Announcements.

4.0 CONTRACTUAL OVERVIEW

4.1 Term of Contract: The initial term of the Contract is anticipated to be 6 to 8 months from the date the Contract is executed and when deliverables are complete and accepted; whichever occurs first. Upon the written agreement between the proposer and PERS, the contract may be extended for additional periods of service upon mutually agreeable terms.

4.2 Contract Payment & Method of Compensation: Invoicing for deliverables shall be submitted to PERS monthly for services completed the prior month. Payment will be made 30 days after receipt of invoice per ORS293.462.

Contractor’s payment shall be for completion of tasks and deliverables in conformance with all Contract requirements, applicable standards and applicable acceptance criteria.

4.3 Contractual Obligation: All offerors who submit a quote in response to this solicitation understand, acknowledge and agree that PERS is not obligated to enter into an agreement with any Offeror and further, has no financial obligation to any Offeror.

4.4 Anticipated Amendments: Contingent upon Agency’s need, availability of approved funding, concurrence by both parties and Contractor’s performance, potential Contract amendments may include, but are not limited to the following:

3.3.1 possible changes in, or additions to, the original services or work tasks;

3.3.2 possible additional time to perform any additional work; and

3.3.3 possible additional amounts of compensation for any additional work performed by the Contractor; as permitted by applicable statutes and administrative rules.

4.5 Contact Individuals: Contractor shall designate one or more persons (“Key Persons”) for the contract. The name, address and telephone number of Contractor Key Persons must be available to PERS.

5.0 INSTRUCTIONS TO Offerors:

5.1 Questions

The Single Point of Contact (SPC) for this RFQ is identified on the Cover Page, along with the SPC’s contact information. All inquiries, whether relating to the RFQ process, administration, deadlines, award, or to the intent or technical aspects of the services must be submitted by email to the SPC. All inquiries should reference the RFQ number; identify the Offeror’s name and contact information; and refer to the specific area of the RFQ being questioned (i.e. page, section, and paragraph number if applicable).

All questions must be received no later than 1:00 PM (Pacific Time) on July 10 by the SPC specified on the Cover Page of this RFQ.

Substantive questions and answers will be issued as official addenda to this RFQ. Changes or modifications to this RFQ shall be binding on PERS only if in the form of written addenda issued by the Agency.

The Agency will provide addenda by posting them to OregonBuys. Anyone who has received a copy of this RFQ from a source other than the Agency is responsible for checking with the SPC or OregonBuys for any notifications or addenda. The Agency is not responsible for sending addenda to any unknown potential offerors.

5.2 Quote Submission

Offeror shall submit one electronic copy of its offer by email to the SPC. The email subject or reference line for all submittals must include the RFQ title and RFQ number. Submit quote responses by email attachment (PDF or MS Word no later than 1:00 PM (Pacific Time) on July 21 and reference PERS S 45900-00017298. Submit to:

Jennifer Champie, Senior Procurement and Contracts Specialist jennifer.champie@pers.oregon.gov

Quotes must be received by PERS prior to the scheduled Closing date and time. Please do not wait until the last minute to send electronic quotes in case there are transmittal problems or delays. Late quotes or modifications will not be considered.

PERS shall not be responsible for any failure attributed to the transmission, or receipt of emailed quotes. Offerors should confirm PERS receipt.

In addition, if Offeror believes any of its Offer is exempt from disclosure under Oregon Public Records Law (ORS192.311 through 192.478, Offeror shall complete and submit the Disclosure Exemption Affidavit (Attachment C), and Offeror shall submit a fully redacted version of its Offer, clearly identified as the redacted version.

PERS reserves the right to accept any quote or any part or parts thereof, negotiate the statement of work, or to reject any or all quotes and cancel the RFQ. Submission of a quote does not constitute an agreement between PERS and the offeror, or does it secure or imply that offeror will be selected.

Offerors must be able to comply with all requirements of this RFQ and accept the terms and conditions.

5.3 Cost of Quotes

All costs incurred in preparing, submitting, and delivering a quote in response to this solicitation are the responsibility of the Offeror and will not be reimbursed by PERS.

5.4 Quote Requirements

Offerors are required to submit the following documents:

Quote: Provide brief bios of key member(s) who will be performing the work on this project, and their associated role, responsibilities and committed percentage availability.

Please provide information that demonstrates the team’s knowledge and experience related to the description of services listed in Section 2 (no more than two pages).

o Please list billing rates for the team members listed and any other costs. Pricing should align with each deliverable area in Section 2.5.

o Describe capability to complete the requested services, including an explanation about how much the offeror is willing and able to accommodate any level of work and scheduling, and include any limitations.

o Develop a statement of work for the deliverable services.

Cover Sheet (Attachment A): The cover sheet must be signed by an authorized representative of the Offeror. Offeror’s signature and submission of a signed quote in response to the RFQ constitutes Offeror’s affirmation that:

the Offeror, acting through its authorized representative, has read and understands all

RFQ instructions, specifications, and terms and conditions contained within this RFQ and addenda, if any;

the Offeror certifies that its quote has been arrived at independently and has been submitted without any collusion designed to limit independent quotes or competition;

the Offeror is bound by, and will comply with, all requirements, specifications and terms and conditions contained within this RFQ, including addenda, if any;

all information provided within its Quote is true, accurate and complete, and Offeror has not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055.

Specify if an Oregon Minority Business Enterprise, a Women Business Enterprise, Disadvantaged Business Enterprise, or an Emerging Small Business.

References (Attachment B): Offeror shall provide a minimum of three references

(Attachment B) for equivalent services to those described in this RFQ performed within the last 2 years.

6.0 EVALUATION AND AWARD

6.1 Evaluation

Each Quote will be reviewed for completeness and compliance with the requirements of this RFQ. Offeror may be asked to provide additional clarification and PERS reserves the right to request amended Quote. Those meeting the Submittal Requirements will be evaluated to determine the “Best Fit” for the State. “Best Fit” is based solely on the evaluator’s determination of what best meets the needs of PERS considering price as well as considerations including, but not limited to experience, expertise and contractor responsibility. The evaluator’s determination is final.

Responses that are contingent upon acceptance of additional terms and conditions may be rejected.

The offeror with the quote determined to be the “Best Fit” will be awarded a contract. PERS reserves the right to negotiate contract terms and conditions with the successful offeror.

The Contractor must be licensed to conduct business in the State of Oregon. If the

Contractor is not licensed at the time of quote submittal, the Contractor must state that it will become licensed in Oregon within (30) calendar days of being selected by Agency for contract award.

The Contractor must be registered in OregonBuys (State of Oregon eProcurement system) https://oregonbuys.gov/bso/

6.2 Award

https://oregonbuys.gov/bso/

Upon Notice of Intent to Award the successful offeror will be required to submit the following:

W9 Certificates of Insurance for the insurance coverages required by the Personal Services

Contract (Attachment C, Exhibit B).

PERS reserves the right to award a contract based solely upon information submitted. PERS may negotiate with an Offeror to clarify its quote or to effect modifications that will make the Quote acceptable or more advantageous to PERS.

PERS reserves the right to not award a contract resulting from this Solicitation if PERS finds such a decision to be in the best interest of the state or the Agency.

6.3 LEGAL COMPLIANCE

Offeror must comply with all applicable requirements of federal and state civil rights law and rehabilitation statutes including the Americans with Disabilities Act.

6.4 CERTIFICATION OF COMPLIANCE WITH DISCRIMINATION LAWS

Each Proposer, by submitting a Quote in response to this RFQ, thereby certifies that it has not discriminated against minority, women or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, as that term is defined in ORS 408.225, in obtaining any subcontracts, and that the Proposer is not in violation of any discrimination laws.

6.5 CERTIFICATE OF PAY EQUITY TRAINING

This is a legislatively-mandated requirement effective January 1, 2016. Prior to execution of the Contract, the apparent successful Offeror must submit to DAS within 7 calendar days of notification of intent to award, a true and correct copy of an unexpired certificate, issued to the Offeror by the Oregon Department of Administrative Services under 2015 Oregon Laws, chapter 454, section 2.

This requirement applies only to Offerors that employ 50 or more full-time workers and only if the Contract has an estimated contract price that exceeds $500,000.

ATTACHMENT A

Cover page

PERS Forms Remediation Request for Quote RFQ #S 45900-00017298 SUBMIT THIS FORM WITH YOUR Quote

Proposer Information

Company Legal Name:

Federal Tax ID#:

Address:

Contact Person: Email:

Phone: Fax:

By signing this Cover Page, Proposer agrees to comply with all requirements, specifications and terms and conditions included with this Request for Proposal (including all Attachments and Addenda, if any) and all specifications, warranties, etc. included in its submitted response. Proposer certifies, under penalty of perjury, that they are not in violation of any tax laws described in ORS 305.385(6) and (7).

Authorized Signature:

Printed Name:

Title:

Date:

Complete if Applicable:

CERTIFIED BUSINESS FIRM PARTICIPATION (ORS 200.005 to 200.075; ORS 200.160 to

200.200; ORS 279A.105)

NOTE: This section is for information purposes only and shall not be considered in the evaluation of the bid or award of a contract.

Type of Certification Certification Number Certified in Oregon?

Disadvantaged Business Enterprise

(DBE)

Minority Business Enterprise (MBE) Women Business Enterprise (WBE) Emerging Small Business (ESB)

ATTACHMENT B - LIST OF REFERENCES

Agency may check to determine whether these references support ’s ability to comply with the requirements of this RFQ. A g e n c y may use references to obtain additional information, or verify any information needed. A g e n c y may contact any reference (submitted or not) to verify bidder’s qualifications.

Offeror must provide at least three references from current or former client for similar projects performed within the last 2 years. References must be able to verify the quality of that related work.

1. Reference Entity Name: _______________________________________________ Reference Contact Name:______________________________________________

Contact Telephone Number:____________________________________________

Contact Email Address:_______________________________________________

2. Reference Entity Name:_______________________________________________

3. Reference Entity Name: _______________________________________________

Attachment C – Disclosure Exemption Affidavit

____________________ (Affiant), being first duly sworn under oath, and representing [insert Proposer Name] (hereafter “Proposer”), hereby deposes and swears or affirms under penalty of perjury that:

1. I am an employee of the Proposer, I have knowledge of the Request for Proposals referenced herein, and I have full authority from the Proposer to submit this affidavit and accept the responsibilities stated herein.

2. I am aware that the Proposer has submitted a Proposal, dated on or about [insert date] (the “Proposal”), to the State of Oregon (State) in response to Request for Proposals [S 45900- 00013908], for [Actuarial Services], and I am familiar with the contents of the RFP and Proposal.

3. I have read and am familiar with the provisions of Oregon’s Public Records Law, Oregon Revised Statutes (“ORS”) 192.311 through 192.478, and the Uniform Trade Secrets Act as adopted by the State of Oregon, which is set forth in ORS 646.461 through ORS 646.475. I understand that the Proposal is a public record held by a public body and is subject to disclosure under the Oregon Public Records Law unless specifically exempt from disclosure under that law.

4. I have reviewed the information contained in the Proposal. The Proposer believes the information listed in Exhibit A is exempt from public disclosure (collectively, the “Exempt Information”), which is incorporated herein by this reference. It is my opinion that the Exempt Information is exempt from disclosure under Oregon’s Public Records Law under the specifically designated sections as set forth in Exhibit A or constitutes “Trade Secrets” under either the Oregon Public Records Law or the Uniform Trade Secrets Act as adopted in Oregon because that information is either:

A. A formula, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information that:

i. is not patented,

ii. is known only to certain individuals within the Proposer’s organization and that is used in a business the Proposer conducts,

iii. has actual or potential commercial value, and

iv. gives its user an opportunity to obtain a business advantage over competitors who do not know or use it.

or

B. Information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that:

i. Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and

ii. Is the subject of efforts by the Proposer that are reasonable under the circumstances to maintain its secrecy.

5. I understand that disclosure of the information referenced in Exhibit A may depend on official or judicial determinations made in accordance with the Public Records Law.

Affiant’s Signature

State of ___________)

) ss:

County of ________)

Signed and sworn to before me on ___________ (date) by ______________________ (Affiant’s name).

Notary Public for the State of _________________

My Commission Expires: _________

EXHIBIT A TO ATTACHMENT C

Proposer identifies the following information as exempt from public disclosure under the following designated exemption(s):

Attachment D – Sample Contract

State of Oregon - Contract for Enterprise Forms Accessibility Remediation Services

Contract NO. 45900-000

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Oregon Public Employee Retirement System, (“Agency or PERS”) and ________, a [_______][doing business as _____] (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name and Title **Address

**City, State ZIP Phone: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Jennifer Champie, Senior Procurement & Contract Specialist Oregon Public Employees Retirement System 11410 SW 68th Parkway Tigard, OR 97223 Phone: (503) 603-7505 jennifer.champie@PERS.oregon.gov

Either party may change its Contract Administrator by providing the other notice in compliance with Section 17.6 of this Contract.

1. Contract Term.

The “Effective Date” of this Contract is the later of (i) ____, or (ii) the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on (TBD). The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence:

2.1. this Contract less all exhibits;

2.2. Exhibit A (Statement of Work);

2.3. Exhibit B (Required Insurance)

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and mailto:anyname@yahoo.com mailto:jennifer.champie@PERS.oregon.gov acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to Agency upon delivery of a completed Deliverables to Agency. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, Agency will determine whether the Deliverables has the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverables has the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverables.

3.3. Rejection of Deliverables; Corrections. If Agency determines that a Deliverables does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverables, and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and 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 Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 15 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work 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 provided for by law or the terms of this Contract.

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $***,***.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract, and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

4.2. Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

4.3. Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work or, if not set forth therein, to Agency’s Contract Administrator. Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement.

4.4. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any such authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at:

http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

4.5. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than Agency. Agency believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Agency’s biennial appropriation or limitation. Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

5. Contractor’s Personnel.

5.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of Agency.

Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

5.2. Payment for Replacement Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties.

5.3. State Premises. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by Agency and the State for access to and activities in and around premises controlled by Agency or any other agency of the State.

6. Independent Contractor; Responsibility For Taxes And Withholding

6.1. Independent Contractor. 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; however, 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.

6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise.

6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such compensation or payments any amount 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 or payments paid to Contractor under this Contract, except as a self-employed individual.

7. Subcontracts, Successors, And Assignments

7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

7.2. Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the parties to this Contract, their respective successors, and permitted assigns, if any.

7.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without Agency’s prior written consent.

8. Representations and Warranties.

8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

8.1.1. Contractor has the power and authority to enter into and perform this Contract;

8.1.2. This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms;

8.1.3. Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

8.1.4. Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and

8.1.5. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

8.1.5.1. All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

8.1.5.2. 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;

8.1.5.3. 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;

8.1.5.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; and

8.1.6. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

8.2. Contractor’s Performance Warranties.

8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall 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;

8.2.2. The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract;

8.2.3. Except as otherwise provided in this Contract (including Section 9), Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

8.2.4. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract.

8.3. Warranties cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

9. Ownership of Work Product.

9.1. Definitions. As used in this Section 9, and elsewhere in this Contract, the following terms have the meanings set forth below:

9.1.1. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

9.1.2. “Third Party Intellectual Property” means any intellectual property owned by parties other than Agency or Contractor.

9.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

9.2. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of Agency. Agency and Contractor agree that such 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 the 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 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 execute such further documents and instruments necessary to fully vest such rights in Agency. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

9.3. License in Contractor Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

9.4. License in Third Party Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on the Agency’s behalf and in the name of the Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

9.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Agency. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Agency any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

9.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Contract.

9.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

10. Confidential Information.

10.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential

Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

10.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential.

Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

10.3. Confidentiality Policies. Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

10.4. Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages.

Accordingly, Agency may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Agency and are reasonable in scope and content.

10.5. Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency.

11. Indemnity by Contractor.

11.1. Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract.

11.2. Legal Counsel. If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents under Section 11.1, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above.

11.3. Damages…