Q A_PUC_Final_to post.pdf

Question Subject Question: Answer:

Scope of Work (pg 5, Section 2.4, paragraph 1); 2. Experience & Expertise (pg 7, Sct. 3.3.4.1)

A) Should the Scope of Work include studying / reviewing the impacts on utility credit profile, liquidity, ratings, and access to capital markets? B) Please clarify whether the consultant’s role is to author the final report, or to support OPUC Staff as an expert advisor while Staff authors the final report 2. Does the respondent need demonstrated experience advising governments and/or government agencies on the implementation of utility wildfire funds and liability reform?

A Oregon utilities' access to capital generally is an important consideration in this study. Given the scope of the study includes exploring solutions beneficial to Oregon's multiple IOUs and COUs, we defer to proposers as to what level of utility-specific analysis may be necessary and practical within the specified timeframe.

B The consultant will author the final report and PUC Staff will review.

2 Experience advising governments and government agencies is preferred but not required.

Key Issue Identification (pg 7 to 8, Section 3.3.5, parag. 1); 4.

Price Evaluation (pg 12)

Will insurers and other stakeholders be included as well, or will it be limited to those named here? 4. For firms which do not typically bill based on hourly pricing structure, will alternative pricing structures, such as a) fixed / monthly advisory and/or b) based on a phase approach, be considered?

As described in Attachment A Sample Contract, there are many relevant stakeholders affected by these issues including insurers.

Pricing options include deliverables-based pricing as articulated in the price sheet or a phased pricing approach may be considered. We still require all proposers to complete Attachment E.

Point & Score Calculations (pg 13, Sect 4.11, parag. 1); 6.

Other

5. How will relevant capabilities, such as Capital Markets, Rating Agency and Financing Activities, be considered in evaluating proposals? 6. Will joint proposals, such as those submitted alongside other applicants, be considered for this assignment? If so, what implications or additional information will be needed if done so?

5) We will evaluate these and other capabilities as they relate to the areas of expertise requested in Section 3.3.4.1

6) We welcome joint or team proposals, this is a business decision on behalf of the Proposer. Teams should be clear about the roles and expertise each entity will play and provide. Joint proposers should review Section 7 of the sample contract regarding subcontracts, successors, and

4 Technical Proposal

Is a detailed technical proposal required showing proposed work steps and hours by key personnel or will that be required after proposal acceptance prior to the kick-off meeting? Please see Attachment E

5 Task 4: Final Report, 4.3

Will the expert need to testify in front of the Public Utility Commission or just present the Final Report and answer questions during the scheduled meeting?

The final presentation is not intended to be in a public meeting setting.

However, we may request consultant make staff available to testify in legislative committee or PUC public meetings as part of duties requested under Task 5 Ad Hoc Support.

RFP Attachment A, Contract for Services

Should the consultant designate one expert as the main contact for the Public Utility Commission, or will the Key Persons listed in the proposal be treated collectively as the expert consultant?

The key persons will be treated collectively as the expert consultant. That said, we expect the selected contractor to identify a primary point of contact for project management and streamlined communication throughout the period of performance.

6 Task 1: Project Management Will the kick-off meeting be held virtually with the Public Utility Commission or will attendance in person be required? Virtually

7 Task 4: Final Report, 4.3 Will Final Presentation to the Public Utility Commission be done virtually or in person? Virtually

8 Scope

The study appears to reach well beyond wildfires associated with regulated utilities. For example, the RFP states that “[t]he study will also review options for supporting and compensating victims of non-utility related wildfire events” (Section 2.4 on page 5). Please clarify your view on how, or what aspects of, matters of this kind can/ should be addressed by utilities or OPUC. For instance, is the presumption that there may often be overlapping agency responsibilities for fire preparation and response that call for a joint approach reaching beyond just utilities? Or that any funding to help insure and recover from fires should be available to state victims regardless of the source of the fire? If so these considerations would affect the scope of proposals.

Per the quote referenced from the RFP, our objective is to study options that would ensure funding to help insure and recover from fires should be available to state victims regardless of the source of the fire. We do not expect all policy options to be directly actionable by the PUC or utilities;

this study is intended to inform broader policy conversations on this topic in Oregon, including as relates to consumer-owned utilities not regulated by the PUC, and thus will include some considerations beyond current PUC jurisdiction.

9 Pacing and Actionability

Is Task 4 in Exhibit A intended to result in a fully specified approach and necessary systems to address wildfire risk in Oregon by November 2026? It will be extremely challenging if not impossible to reach detailed closure on many of the issues you raise in the time frame specified. Unless it should turn out that the OR PUC and its supporting agencies already have a very well curated pool of information and tools for evaluating fire risk, it will likely take many weeks to months to fill such gaps — meaning that detailed fire risk modeling to numerically compare alternative approaches will be impossible within the time frame for the RFP. However, much can be done in that time frame to evaluate the gaps, to identify and begin approaches for curing them, and to create prototype tools for understanding the tradeoffs among alternative approaches.

The final report in Task 4 must contain viable policy options for changes to Oregon's utility wildfire liability and accountability frameworks that address the policy objectives outlined in Exhibit A, Statement of Work. We acknowledge that the timeframe of this study is unlikely to allow for detailed risk modeling or actuarial analysis. Existing utility wildfire mitigation plans filed with the PUC and other documents in associated dockets may provide useful information on the state of utility wildfire risk evaluation in Oregon.

10 Pacing and Actionability

Is the output of Task 4 (and therefore the overall RFP) intended as the first part of a longer, multi-stage process? For a problem of this complexity, it is useful to distinguish between various stages of obtaining a solution, including such steps as: • conducting an audit of existing data sets and capabilities (of the Commission, other public agencies, and the several utilities), • specifying the means of closing the gaps in that information and toolkit set so that the requisite risk modeling, financial, and rate impact simulations can be performed, • analyzing alternative approaches to wildfire operational and financial management (which itself may involve stages of increasing sophistication and specificity), • vetting the tradeoffs among those alternatives with stakeholders, and implementing systems to manage the implementation.

As stated in the previous responses, the final report in Task 4 is intended to provide information on policy options to address the objectives described in the RFP to inform ongoing policy conversations among stakeholders and policy makers in Oregon. This may lead to policy or legislative proposals, which could in turn identify additional steps. The PUC does not have additional phases of study planned at this time.

11 Pacing and Actionability

We note that Task 3 is defined as an optional process of seeking "limited engagement" for stakeholder reactions to the positions developed by September 2026. Are we right in understanding that this would be a principally conceptual exercise as opposed to one that reflects actual modeling of the fire risk exposures and their tactical solutions? Our experience has been that such engagement works best when it is used to explore alternatives that are partially specified with none yet selected as preferred, with tradeoffs presented across various approaches. Even on such a conceptual basis, a program of obtaining stakeholder feedback might necessarily require much more time than between September and November. Critically, it is not possible for utilities to truly eliminate potential wildfire damages risk -hence the Commission will have to decide how much to accept being left with after you allow as much spending to mitigate and insure it as is affordable by ratepayers. This question does not have an objective, closed-form engineering/economics answer, because it is a matter of risk preferences (or tolerances) and inter-generational equity, not least-cost planning. This inherent limitation thus also argues for a staged approach to developing your policies.

This study is focused on the policy challenges presented by the inability to completely eliminate utility wildfire risk. We do not anticipate a detailed quantification or modeling of the degree of wildfire risk faced or specific tactical solutions that may be required, for example as a component of wildfire mitigation plans. We are interested in proposers' approaches to stakeholder engagement to inform development and assess viability of policy options.

Question for Bid S-DASOBO- 00015911

Section 1.2 of Bid S-DASOBO-00015911 references the Opening Date on the front page of March 27, 2026. Does this differ from "Opening of Proposal" on the schedule, marked as March 30, 2026? Please see Amendment 1 to the RFP in OregonBuys.

Question for Bid S-DASOBO- 00015911

Section 3.2.2 of Bid S-DASOBO-00015911 sets a page limit for proposals to 15 pages. Would an attachment containing the proposed project team's resumes and qualifications count toward this page limit? Please see Amendment 1 to the RFP in OregonBuys.

Question for Bid S-DASOBO- 00015911

In section 4.10, will proposals and any other materials submitted in response to Bid S-DASOBO-00015911 be uploaded to an AI evaluation tool by the State of Oregon? If yes, which AI evaluation tool will be used for this purpose? No, an AI tool will not be used in evaluation.

No. Document Section Solicitation Document Language Question for Submission 2/17 Answer 1 RFP_Att_A_Sample

Contract_Posted Contract for Services; 3.

Services.; 3.1.

Performance of Services.

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 and the applicable professional standards.

Would the Commission agree that the Contractor should perform its Services in accordance with applicable professional standards?

We are unable to agree to this at this time or with the awarded Proposer. Professional standards are covered in Seciton 8.2.1.

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Contract for Services; 7.

Subcontracts, Successors, and Assignments; 7.1.

Subcontracts.

7.1. Subcontracts. Contractor shall not enter into any

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

Would the Commission consider revising the subcontracting requirements to mandate that only applicable provisions from the prime contract are flowed down to subcontractors?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 8.

Representations and Warranties.;

8.2 Contractor's

Performance

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 highestapplicable professionalprevalent in Contractor's industry, trade, or

**ADDRESSED BY QUESTION

NO. 1**

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 9.

Ownership of Work Product.; 9.1 Definitions; 9.1.3.

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).all Deliverables required by the Statement of Work and this Contractall Deliverables required by the Statement of Work and this Contract.

As it pertains to Ownership, would the Commission consider clarifying that it will own all Deliverables created or produced under the Agreement with the exception of any residual knowledge and pre-existing Contractor IP, while also clarifying that the Commission will have a generous perpetual use license to that pre-existing Contractor IP for internal use of the deliverables?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 9.

Ownership of Work Product.;

9.2. Original

Works.

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.Reserved.

**ADDRESSED BY QUESTION

NO. 4**

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 9.

Ownership of Work Product.;

9.2. Original

Works.

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.

Allowing uncontrolled modifications could lead to the circulation of materials that are no longer aligned with Contracor's quality standards, which could mislead users and damage our reputation.

Would the Commission be amenable to a generous use license to Contractor IP that reasonably removes this significant risk to the Contractor?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 10.

Confidential Information.; 10.1.

Confidential Information.

10.1. Confi dential Information. Contractor acknowledges

that it and its employees, officers, directors, agents , vendors, 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

For a Contractor to perform its services effectively, they rely on essential infrastructure support from industry-leading vendors such as Microsoft, Oracle, and ServiceNow. Would the Commission agree to authorize these vendors to access Client data and include ‘vendors’ under the definition of 'Contractor Staff,' with the understanding that their access to process, store, or transmit Client Data is strictly limited to the performance of our obligations under this Contract?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 10.

Confidential Information.; 10.2.

Non-Disclosure.

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 subcontractorsContractor Staff), 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 DAS SPS and 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 DAS SPS and Agency in seeking injunctive or other equitable relief in the name of the State of Oregon or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by DAS SPS and Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this

**ADDRESSED BY QUESTION

NO. 7**

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 10.

Confidential Information.; 10.4.

Injunctive Relief.

10.4. Injunctive Relief. Contractor acknowledges that breach

of this Section 10, including disclosure of any Confidential Information, will may cause irreparable injury to the State of Oregon that is may be 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 the State of Oregon and are reasonable in scope and content.

Due to the broad definition of Confidential Information, irreparable hard or inadequate damages are not certain. Does the Commission agree as it relates to injunctive relief?

The current language in the contract attached is how we intend to move forward with the awawrded Proposer. We disagree with the premise that "irreparable harm or inadequate damages are not certain" in the event of the unauthorized disclosure of any Confidential Information.

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Contract for Services; 11.

Indemnity by Contractor.; 11.2.

Legal Counsel.

11.2. Legal Counsel. If Contractor is required to defend the

State of Oregon, DAS SPS and/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, DAS SPS and/or 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.

Will the Commission consider the removal of the ‘Legal Counsel’ clause to allow Contractors to leverage their own legal counsel at their own expense?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 12.

Limitation on Liabilities.; 12.1.

12.1. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED

TO (i) SECTION 10, OR

(ii) SECTION 11, CONTRACTOR’S LIABILITY ARISING OUT OF

THE PERFORMANCE OF THIS CONTRACT FOR DAMAGES

FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO ONE

AND ONE HALF TIMES THE MAXIMUM-NOT-TO-EXCEED

AMOUNT OF THIS CONTRACT.

Is the Commission amenable to a reasonable all-encompassing Limitation of Liability that is consistent with industry standards and specific to damages resulting from the services provided under this Contract?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 14.

Default; Remedies;

Termination.; 14.7.

Return of Property.

14.7. Return of Property. Upon termination of this Contract

for any reason whatsoever, Contractor shall immediately deliver to Agency all of Agency’s tangible property (including without limitation any Services or Work Products for which DAS SPS or Agency has made payment in whole or in part) or delete all electronic property that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Agency property is expressed or embodied at that time. The Contractor shall have no liability for the Agency’s or DAS SPS’s use of any unfinished, incomplete, or draft materials provided pursuant to this section.

When required to return property to the Commission, would the Commission agree to clarify that the Contractor has no liability for damages arising from the Commission's use of unfinished, incomplete, or draft materials?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 14.

Default; Remedies;

Termination.; 14.8.

Effect of Termination.

14.8. Effect of Termination. Upon receiving a notice of

termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless DAS SPS expressly directs otherwise in such notice of termination.

Upon DAS SPS and/or Agency's request, Contractor shall surrender to anyone DAS SPS and/or Agency designates, all documents, research or objects or other tangible things needed to complete the Services and the Deliverables.

**ADDRESSED BY QUESTION

NO. 12**

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 16.

Governing Law;

Venue and Jurisdiction.; 16.2.

1.1. Venue and Jurisdiction. Any claim, action, suit or

proceeding between DAS SPS, Agency (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. CONTRACTOR, BY

EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO

THE IN PERSONAM JURISDICTION OF SAID COURTS. In no event may this section be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim, action, suit or proceeding, or (ii) consent by the State of Oregon to the jurisdiction of any court. In the event of a dispute, the parties agree to participate in non-binding mediation prior to commencing litigation in accordance with this section.

Will the Commission include a non-binding mediation ADR process in the event there is a dispute between the Commission and Contractor?

We can review this with the awarded Proposer during negotiations.

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Contract for Services; 17.

Miscellaneous Provisions.; 17.1.

Records Maintenance;

Access.

17.1. Records Maintenance; Access. Contractor shall

maintain all financial timekeeping and expense records (“Records”) relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor, whether in paper, electronic or other form, that are pertinent to this Contract (“Records”) in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that DAS SPS, Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to such financial recordsRecords and other Records that are directly pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records and other Records for a minimum of 6 years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later. All non-Government personnel will sign the Contractor’s form of non-disclosure agreement prior to being granted access to the Contractor’s information.

To best comply with record maintenance and access requirements, will the Commission specify that "Records" are defined as the timekeeping and expense records directly pertaining to the Contract?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 17.

Miscellaneous Provisions.; 17.1.

Records Maintenance;

Access.

17.1. Records Maintenance; Access. Contractor shall

maintain all financial timekeeping and expense records (“Records”) relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of Contractor, whether in paper, electronic or other form, that are pertinent to this Contract (“Records”) in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that DAS SPS, Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to such financial recordsRecords and other Records that are directly pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records and other Records for a minimum of 6 years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later. All non-Government personnel will sign the Contractor’s form of non-disclosure agreement prior to being granted access to the Contractor’s information.

To reasonably protect the Contractor's confidential information included in its Records, will the Commission agree that all non- Government personnel authorized to access Contractor Records must be required to sign a non-disclosure agreement?

We are unable to agree to this at this time or with the awarded Proposer.

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Contract for Services; 17.

Miscellaneous Provisions.; 17.4.

Survival.

17.4. Survival. All rights and obligations cease upon

termination or expiration of this Contract, except for the rights and obligations and declarations which expressly or by their nature survive termination of this Contract, including without limitation this Section 17.4, and provisions regarding Contract definitions, warranties and liabilities, independent Contractor status and taxes and withholding, maximum compensation, Contractor’s duties of confidentiality, ownership and license of intellectual property and Deliverables, confidentiality and non-disclosure, Contractor’s representations and warranties, control of defense and settlement, remedies, limitation on liabilities, return of Agency property, dispute resolution, order of precedence, maintenance and access to records, notices, severability, successors and assigns, third party beneficiaries, waiver, headings, and integration.

To ensure both parties have enduring protection under the agreed-upon liability framework, can the Commission agree that the 'Limitation of Liability' clause be designated as a surviving term?

We can review this with the awarded Proposer during negotiations.

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Contract for Services; 17.

Miscellaneous Provisions.; 17.5.

Time is of the Essence.

17.5. Time is of the EssenceContract Schedule. Contractor

agrees that time is of the essenceto abide by all scheduling requirements under this Contract.

Does the Commission feel strongly about the inclusion of the time is of the essence clause or will it consider revising the requirement so that the Contractor is agreeing to abide by all scheduling requirements set forth in the Contract?

We are unable to agree to this at this time or with the awarded Proposer.

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Exhibit B - Required Insurance;

Professional Liability

Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of this Contract, 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 and employees in an amount of not less than $1,000,000 per occurrence, incident or claim. Annual aggregate limit shall not be less than $2,000,000. If coverage is 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 maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and Agency’s acceptance of all Services and Deliverables required under this Contract, or,

(ii) DAS Risk or Contractor termination of this Contract, or,

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

Will the Commission deem a Contractor's Professional Liability Insurance policy acceptable if it is underwritten on a 'claims-made' basis?

We are unable to agree to this at this time or with the awarded Proposer.

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Exhibit B - Required Insurance;

Professional Liability

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, DAS SPS, Agency and their 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 to the extent the Contractor has caused the damage or loss.

As it relates to the additional insured requirements set forth in Exhibit B, can the Commission clarify that the liability coverage they refer to is for damages caused by the Contractor?

We are unable to agree to this at this time or with the awarded Proposer.

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Exhibit B - Required Insurance; Waiver of Subrogation

Except for Professional Liability coverage, Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against DAS SPS, Agency, or the 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 DAS Risk has received a Waiver of Subrogation endorsement from Contractor or Contractor’s insurer(s).

Will the Client consider a waiver of subrogation requirement exception for PLI policies?

We are unable to agree to this at this time or with the awarded Proposer.

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Exhibit B - Required Insurance;

Certificate(s) and Proof of Insurance

Contractor shall provide to DAS SPS Certificate(s) of Insurance for all required insurance before delivering any goods and performing any Services required under this Contract. The Certificate(s) of Insurance must list the State of Oregon, DAS SPS, Agency, and their officers, employees, and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) of Insurance must 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(s) of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance. As proof of insurance, DAS SPS has the right to request certificates and copies of endorsements relating to the insurance requirements under this Exhibit.

Due to the highly sensitive and confidential nature of some of the information contained in Contractor insurance policies, would the Client agree that a Certificate of Insurance is enough proof of adequate insurance?

We are unable to agree to this at this time or with the awarded Proposer.

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Exhibit B - Required Insurance;

Certificate(s) and Proof of Insurance

INSURANCE REQUIREMENT REVIEW

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

Can the Commission agree that any changes to insurance requirements will be finalized prior to contract execution and will not change mid-contract?

We are unable to agree to this at this time or with the awarded Proposer.

24 RFP_Att_A_Sample Contract_Posted

Exhibit B - Required Insurance; State Acceptance

STATE ACCEPTANCE

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

**ADDRESSED BY QUESTION

NO. 23**

We are unable to agree to this at this time or with the awarded Proposer.