RFGP 6119 Attachment 3 - Part 3 Tribal Grant Agreement form.docx
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- Solicitation number
- S-47100-00013424
- Issued by
- Lake County, Albany City, Oregon
About this file
This document is a Tribal Grant Agreement Form template issued by the State of Oregon, Oregon Health Authority (OHA), for use in state and local contracting with federally recognized Native American tribes. The agreement template establishes the framework for grant disbursement and performance obligations between OHA and tribal recipients for programs under OHA's Health Systems Division, Medicaid Program. The form includes provisions for program goals, objectives, work plans, payment schedules, and financial reporting requirements, all of which are to be completed upon award. The agreement specifies that it becomes effective upon full execution by all parties and approval by the Department of Justice, with an expiration date to be inserted by the parties. The template is designed for use across multiple tribal entities and includes designated fields for tribe contact information, agreement administrators, and specific dollar amounts for grant disbursement, which are to be populated during contract execution.
The agreement establishes a maximum not-to-exceed grant amount to be determined at award and provides for disbursement via Electronic Funds Transfer (EFT) through the Automated Clearing House (ACH) transfer method. Tribes are required to maintain comprehensive insurance coverage prior to agreement execution, including workers' compensation, commercial general liability ($1,000,000 per occurrence; $2,000,000 annual aggregate), and additional insured endorsements naming the State of Oregon. The agreement incorporates standard state terms and conditions addressing compliance with applicable federal and Oregon laws, independent contractor relationships, indemnification obligations, default remedies, termination rights for convenience with 30 days' notice, and records maintenance requirements for a minimum of six years following final payment. Tribes must return all unexpended or misexpended funds within 15 days of written demand and are subject to OHA's right to recover overpayments from future payments owed by any state agency, with recovery not to exceed 25% of any single obligation without prior consent.
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RFGP #6119 Attachment 3, Part 3 – Tribal Grant Agreement Form
NOTE TO PROPOSERS:
This document is a sample for review purposes only.
Do not submit this document with your Proposal.
Grant Agreement Number 000000
STATE OF OREGON
TRIBAL GRANT AGREEMENT
In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audio recordings, Web-based communications and other electronic formats. To request an alternate format, please send an e-mail to dhs-oha.publicationrequest@state.or.us or call 503-378-3486 (voice) or 503-378-3523 (TTY) to arrange for the alternative format.
This Agreement is between the State of Oregon, acting by and through its Oregon Health Authority, hereinafter referred to as “OHA,” and
Tribe Name Address Address Contact Person: (required) Telephone: (required) E-mail address: (required) hereinafter referred to as “Tribe.”
The Program to be supported under this Agreement relates principally to OHA’s
Health Systems Division, Medicaid Program 500 Summer Street Salem, OR 97301 Agreement Administrator: Elizabeth Gerardo or delegate Telephone: 503-510-3305 E-mail address: elizabeth.gerado@dhsoha.state.or.us
1. Effective Date and Duration.
This Agreement shall become effective on the date this Agreement has been fully executed by every party and, when required, approved by Department of Justice. Unless extended or terminated earlier in accordance with its terms, this Agreement shall expire on [insert start date], exclusive of reporting requirements which are due no later than [insert end date]. Agreement termination shall not extinguish or prejudice OHA’s right to enforce this Agreement with respect to any default by Tribe that has not been cured.
2. Agreement Documents.
| a. | This Agreement consists of this document and includes the following listed exhibits which are incorporated into this Agreement: |
| (1) Exhibit A, Part 1: | Program Description |
| (2) Exhibit A, Part 2: | Payment and Financial Reporting |
| (3) Exhibit B: | Standard Terms and Conditions |
| (4) Exhibit C: | Subcontractor Insurance Requirements |
There are no other Agreement documents unless specifically referenced and incorporated in this Agreement.
b. In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control. The documents comprising this Agreement shall be in the following descending order of precedence: this Agreement less all exhibits, Exhibits B, A, D and C.
3. Grant Disbursement Generally.
The maximum not-to-exceed amount payable to Tribe under this Agreement, which includes any allowable expenses, is $[insert dollar amount]. OHA will not disburse grant to Tribe in excess of the not-to-exceed amount and will not disburse grant until this Agreement has been signed by all parties. OHA will disburse the grant to Tribe as described in Exhibit A.
4. Tribe or Subrecipient Determination.
In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:
|_| Tribe is a subrecipient |_| Tribe is a contractor |X| Not applicable
Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Agreement: Not Applicable
5. Tribe Data and Certification.
a. Tribe Information. Tribe shall provide the information set forth below.
PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION
Tribe Name (exactly as filed with the IRS):
Street address:
City, state, zip code:
Email address:
Telephone:
Facsimile:
Proof of Insurance: Tribe shall provide the following information upon submission of the signed Agreement. All insurance listed herein and required by Exhibit C, must be in effect prior to Agreement execution.
Workers’ Compensation Insurance Company:
Policy #: Expiration Date:
| b. | Certification. Without limiting the generality of the foregoing, by signature on this Agreement, the undersigned hereby certifies under penalty of perjury that: |
| (1) | Tribe is in compliance with all insurance requirements in Exhibit C of this Agreement and notwithstanding any provision to the contrary, Tribe shall deliver to the OHA Contract Administrator (see page 1 of this Agreement) the required Certificate(s) of Insurance within 30 days of execution of this Agreement. By certifying compliance with all insurance as required by this Agreement, Tribe acknowledges it may be found in breach of the Agreement for failure to obtain required insurance. Tribe may also be in breach of the Agreement for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Agreement; |
| (2) | The information shown in this Section 5a. “Tribe Information”, is Tribe’s true, accurate and correct information; |
| (3) | To the best of the undersigned’s knowledge, Tribe 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; |
| (5) | Tribe is not subject to backup withholding because: |
| (a) | Tribe is exempt from backup withholding; |
| (b) | Tribe has not been notified by the IRS that Tribe is subject to backup withholding as a result of a failure to report all interest or dividends; or |
| (c) | The IRS has notified Tribe that Tribe is no longer subject to backup withholding; and |
| (6) | Tribe’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided is true and accurate. If this information changes, Tribe is required to provide OHA with the new FEIN within 10 days. |
TRIBE, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT TRIBE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
6. Signatures. This Agreement and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Agreement and any amendments so executed shall constitute an original.
Tribe Name By:
Authorized Signature Printed Name
Title Date
State of Oregon acting by and through its Health Systems Division By:
Authorized Signature Printed Name
Title Date
Program Review
Authorized Signature Printed Name
Title Date
Approved for Legal Sufficiency:
Department of Justice Date
EXHIBIT A
Part 1 Program Description
TO BE COMPLETED UPON AWARD
1. Program Goals and Objectives
1. Work Plan
EXHIBIT A
Part 2 Payment and Financial Reporting
TO BE COMPLETED UPON AWARD
1. Reporting Requirements
1. Budget Guidelines
1. Budget Table
EXHIBIT B
Standard Terms and Conditions
1. Governing Law, Sovereignty, Venue.
This Agreement shall be governed by and construed in accordance with the applicable federal and Oregon laws. Any claim, action, suit or proceeding (collectively, “Claim”) between the parties that arises from or relates to this Agreement shall be brought in a court of competent jurisdiction. Nothing in this Agreement shall be construed as a waiver of the sovereign immunity of the State of Oregon or Tribe, and this Agreement confers no rights or benefits on any third parties.
2. Compliance with Law.
Both parties shall comply with laws, regulations, and executive orders to which they are subject and which are applicable to the Agreement or to the delivery of Program Element Services.
3. Independent Contractors.
The parties agree and acknowledge that their relationship is that of independent contracting parties and that Tribe is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.
4. Representations and Warranties.
The parties represent to the other as follows:
| a. | Organization and Authority. THE [INSERT NAME OF TRIBE] IS A FEDERALLY RECOGNIZED NATIVE AMERICAN TRIBE DULY ORGANIZED AND VALIDLY EXISTING AS AN INDIGENOUS SOVEREIGN NATION. The [INSERT NAME OF TRIBE] has full power, authority, and legal right to make this Agreement and to incur and perform its obligations hereunder and has taken all necessary action as may be required by [INSERT NAME OF TRIBE] to enter into this Agreement. OHA represents and warrants to the Tribe as follows: |
| b. | Organization and Authority. OHA exists under the laws of the State of Oregon and has full power, authority, and legal right to make this Agreement and to incur and perform its obligations hereunder. |
5. Grant Funds; Payments.
| a. | Tribe is not entitled to compensation under this Agreement by any other agency or department of the State of Oregon. Tribe understands and agrees that OHA’s participation in this Agreement is contingent on OHA receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow OHA, in the exercise of its reasonable administrative discretion, to participate in this Agreement. |
| b. | Disbursement Method. Disbursements under this Agreement will be made by Electronic Funds Transfer (EFT) and shall be processed in accordance with the provisions of OAR 407-120-0100 through 407-120-0380 or OAR 410-120-1260 through OAR 410-120-1460, as applicable, and any other OHA Oregon Administrative Rules that are program-specific to the billings and payments. Upon request, Tribe must provide its taxpayer identification number (TIN) and other necessary banking information to receive EFT payment. Tribe must maintain at its own expense a single financial institution or authorized payment agent capable of receiving and processing EFT using the Automated Clearing House (ACH) transfer method. The most current designation and EFT information will be used for all disbursements under this Agreement. Tribe must provide this designation and information on a form provided by OHA. In the event that EFT information changes or Tribe elects to designate a different financial institution for the receipt of any payment made using EFT procedures, Tribe will provide the changed information or designation to OHA on a OHA-approved form. |
6. Recovery of Overpayments.
Any funds disbursed to Tribe under this Agreement that are expended in violation or contravention of one or more of the provisions of this Agreement (“Misexpended Funds”) or that remain unexpended (“Unexpended Funds”) on the earlier of termination or expiration of this Agreement must be returned to OHA. Tribe shall return all Misexpended Funds to OHA promptly after OHA’s written demand and no later than 15 days after OHA’s written demand. If Tribe fails to return Grant Funds within 30 calendar days of OHA’s written demand under this Section, then OHA may recover such amounts from future payments otherwise due or payable by OHA to Tribe, including, but not limited to: (i) any payment to Tribe from OHA under this Agreement, (ii) any payment to Tribe from OHA under any other contract or agreement, present or future, between OHA and Tribe, and (iii) any payment to Tribe from the State of Oregon under any other contract, present or future, unless prohibited by state or federal law. OHA shall notify Tribe in writing of its intent to recover funds and identify the program from which the deduction will be made. Tribe shall have the right to, not later than fourteen (14) calendar days from the date of OHA’s notice, request the deduction be made from a future payment(s) identified by Tribe. To the extent that OHA’s recovery of funds from the future payment(s) suggested by Tribe is feasible, OHA shall comply with Tribe’s request. In no case without the prior consent of Tribe, shall the amount of recovery deducted from any one obligation owing to Tribe exceed twenty-five percent (25%) of the amount from which the deduction was taken. OHA may seek recovery from as many future payments as necessary to fully recover the amount of funds. OHA’s right to recover funds from Tribe under this subsection is not subject to or conditioned on Tribe’s recovery of money from any subcontractor or sub-recipient.
7. Ownership of Work Product. Reserved.
8. Indemnity.
TRIBE SHALL DEFEND (SUBJECT TO ORS CHAPTER 180) SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON AND OHA AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTIVITIES OF TRIBE OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS AGREEMENT.
THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
9. Default; Remedies; Termination.
| a. | Default by Tribe. Tribe shall be in default under this Agreement if: |
| (1) | Tribe fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein; |
| (2) | Any representation, warranty or statement made by Tribe herein or in any documents or reports relied upon by OHA to measure compliance with this Agreement, the expenditure of disbursements or the desired outcomes by Tribe is untrue in any material respect when made; |
| (3) | Tribe (1) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (2) admits in writing its inability, or is generally unable, to pay its debts as they become due, (3) makes a general assignment for the benefit of its creditors, (4) is adjudicated a bankrupt or insolvent, (5) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (8) takes any action for the purpose of effecting any of the foregoing; or |
| (4) | A proceeding or case is commenced, without the application or consent of Tribe, in any court of competent jurisdiction, seeking (1) the liquidation, dissolution or winding-up, or the composition or readjustment of debts, of Tribe, (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of Tribeor of all or any substantial part of its assets, or (3) similar relief in respect to Tribeunder any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against Tribe is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect). |
| b. | OHA’s Remedies for Tribe’s Default. In the event Tribe is in default under Section 10.a., OHA may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to: |
| (1) | termination of this Agreement under Section 10.c.(2); |
| (2) | withholding all or part of monies not yet disbursed by OHA to Tribe; |
| (3) | initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or |
| (4) | exercise of its right of recovery of overpayments under Section 6. of this Exhibit B. |
These remedies are cumulative to the extent the remedies are not inconsistent, and OHA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Tribe was not in default under Section 10.a., then Tribe shall be entitled to the same remedies as if this Agreement was terminated pursuant to Section 10.c.(1).
| c. | Termination. |
| (1) | OHA’s Right to Terminate at its Discretion. At its sole discretion, OHA may terminate this Agreement: |
| (a) | For its convenience upon 30 days’ prior written notice by OHA to Tribe; |
| (b) | Immediately upon written notice if OHA fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to continue supporting the program; or |
| (c) | Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that OHA’s support of the program under this Agreement is prohibited or OHA is prohibited from paying for such support from the planned funding source. |
| (d) | Immediately upon written notice to Tribe if there is a threat to the health, safety, or welfare of any person receiving funds or benefitting from services under this Agreement “OHA Client”, including any Medicaid Eligible Individual, under its care. |
| (2) | OHA’s Right to Terminate for Cause. In addition to any other rights and remedies OHA may have under this Agreement, OHA may terminate this Agreement immediately upon written notice to Tribe, or at such later date as OHA may establish in such notice if Tribe is in default under Section 10.a. |
| (3) | Mutual Termination. The Agreement may be terminated immediately upon mutual written consent of the parties or at such other time as the parties may agree in the written consent. |
| (4) | Return of Property. Upon termination of this Agreement for any reason whatsoever, Tribe shall immediately deliver to OHA all of OHA’s property that is in the possession or under the control of Tribe at that time. This Section 10.c.(4) survives the expiration or termination of this Agreement. |
| (5) | Effect of Termination. Upon receiving a notice of termination of this Agreement or upon issuing a notice of termination to OHA, Tribe shall immediately cease all activities under this Agreement unless, in a notice issued by OHA, OHA expressly directs otherwise. |
10. Insurance.
All employers, including Tribe, that employ subject workers who work under this Agreement in the State of Oregon agree to provide workers' compensation insurance coverage for subject workers as required by federal, state, or tribal law, as applicable. If Tribe uses a subcontractor to perform the Project, or portions thereof, the subcontractor shall meet the Subcontractor Insurance Requirements set forth in Exhibit C, which is attached hereto.
11. Records Maintenance, Access.
Tribe shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, Tribe shall maintain any other records that are prepared for services funded by, or are necessary to comply with this Agreement in such a manner as to clearly document Tribe’s performance. All financial records and other records, books, documents, papers, plans, records of shipments and payments and writings of that are pertinent prepared for Work funded by, or are necessary to comply with this Agreement, to perform examinations and audits and to make excerpts and transcripts., are collectively referred to as “Records.” Tribe acknowledges and agrees that OHA and the Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. Tribe shall retain and keep accessible all Records for a minimum of six years following final payment and termination of this Agreement; or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later.
12. Information Privacy/Security/Access.
If the Services performed under this Agreement requires Tribe or its subcontractor(s), to have access to or use of any OHA computer system or other OHA Information Asset for which OHA imposes security requirements, and OHA grants Tribe or its subcontractor(s) access to such OHA Information Assets or Network and Information Systems, Tribe shall comply and require all subcontractor(s) to which such access has been granted to comply with the terms and conditions applicable to such access or use, including OAR 943-014-0300 through OAR 943-014-0320, 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 943-014-0305, as such rule may be revised from time to time.
13. Assignment of Agreement, Successors in Interest.
| a. | Tribe shall not assign or transfer its interest in this Agreement without prior written consent of OHA. Any such assignment or transfer, if approved, is subject to such conditions and provisions required by OHA. No approval by OHA of any assignment or transfer of interest shall be deemed to create any obligation of OHA in addition to those set forth in this Agreement. |
| b. | The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns. |
14. Resolution of Disputes.
The parties shall attempt in good faith to resolve any dispute arising out of this Agreement. In addition, the parties may agree to utilize a jointly selected mediator to resolve the dispute short of litigation. This Section shall survive expiration or termination of this Agreement.
15. Subcontracts.
Tribe shall not enter into any subcontracts for any part of the program supported by this Agreement without OHA’s prior written consent. In addition to any other provisions OHA may require, Tribe shall include in any permitted subcontract under this Agreement provisions to ensure that OHA will receive the benefit of subcontractor activity(ies) as if the subcontractor were Tribe with respect to Sections 1, 2, 3, 6, 7, 8, 10, 11, 12, 13, 15, 16, and 17 of this Exhibit B. OHA’s consent to any subcontract shall not relieve Tribe of any of its duties or obligations under this Agreement.
16. No Third Party Beneficiaries.
OHA and Tribe are the only parties to this Agreement and are the only parties entitled to enforce its terms. The parties agree that Tribe’s performance under this Agreement is solely for the benefit of OHA to assist and enable OHA to fulfill its statutory mission. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed by the general public unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. This Section shall survive expiration or termination of this Agreement.
17. Severability.
The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. This Section shall survive expiration or termination of this Agreement.
18. Written Notice.
Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, e-mail, or mailing the same, postage prepaid to Tribe or OHA at the address or number set forth in this Agreement, or to such other addresses or numbers as either party may indicate pursuant to this Section. Any communication or notice so addressed and mailed by regular mail shall be deemed received and effective five calendar days after the date of mailing. Any communication or notice delivered by e-mail shall be deemed received and effective five calendar days after the date of e-mailing. Any communication or 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 Tribe, or on the next business day if transmission was outside normal business hours of the Tribe. 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. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.
| OHA: | Office of Contracts & Procurement | ||
| 635 Capitol Street NE, Suite 350 | |||
| Salem, OR 97301 | |||
| Telephone: | 503-945-5818 | ||
| Fax: | 503-378-4324 |
TRIBE: [Tribe Name and Contact Information]
This Section shall survive expiration or termination of this Agreement.
19. Headings.
The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe the meaning or to interpret this Agreement.
20. Amendments; Waiver; Consent.
No amendment, waiver, or other consent under this Agreement shall bind either party unless it is in writing and signed by both parties and when required, the Department of Justice. Such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose given. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by that party of that or any other provision. This Section shall survive the expiration or termination of this Agreement.
21. Merger Clause.
This Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein, regarding this Agreement.
22. Limitation of Liabilities.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS TERMS.
| RFGP #6119, Attachment 3 – Form of Grant Agreement, Part 3 - | Page 1 of 17 |
| Tribal Grant Agreement Form for RFGP #5620(reviewed by DOJ) | Updated: 3/2/2020 |
EXHIBIT C
Insurance Requirements Tribe shall obtain at Tribe’s expense the insurance specified in this Exhibit C prior to performing under this Grant Agreement and shall maintain it in full force and at its own expense throughout the duration of this Grant Agreement, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Tribe 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 OHA. Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Tribe shall pay for all deductibles, self-insured retention and self-insurance, if any.
1. WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY
All employers, including Tribe, 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). Tribe shall require and ensure that each of its subcontractors complies with these requirements. If Tribe is a subject employer, as defined in ORS 656.023, Tribe shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Tribe is an employer subject to any other state’s workers’ compensation law, Tribe 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.
COMMERCIAL GENERAL LIABILITY:
|X| Required 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:
|_| Required |_| Not required [Note to Proposers: Automobile Liability Insurance may be required if Tribe’s Program Activities include use of a vehicle or vehicles.] Automobile Liability Insurance covering Tribe’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $__________________ 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:
|_| Required |_| Not required [Note to Proposers: Professional Liability Insurance may be required if Tribe’s Program Activities include professional services.] Professional Liability covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Agreement by Tribe and Tribe’s subcontractors, agents, officers or employees in an amount not less than $_______________ per claim. Annual aggregate limit shall not be less than $__________________. 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 Tribe shall provide continuous claims made coverage as stated below.
NETWORK SECURITY AND PRIVACY LIABILITY:
|X| Not required [Additional Coverages That May Apply]
DIRECTORS, OFFICERS AND ORGANIZATION LIABILITY:
|_| Required |_| Not required
Directors, Officers and Organization insurance covering Tribe’s Organization, Directors, Officers, and Trustees actual or alleged errors, omissions, negligent, or wrongful acts, including improper governance, employment practices and financial oversight - including improper oversight and/or use of use of grant funds and donor contributions which includes state or federal funds - with a combined single limit of no less than $_____________ per claim.
CRIME PROTECTION COVERAGE: EMPLOYEE DISHONESTY or FIDELITY BOND |_| Required |_| Not required
Third party Employee Dishonesty or Fidelity Bond coverages for loss of state-owned property by dishonest acts of an employee of Tribe. Coverage limits shall not be less than $ _______.
4. EXCESS/UMBRELLA INSURANCE:
A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.
5. ADDITIONAL INSURED:
All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Grant Agreement must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Tribe's activities to be performed under this Grant Agreement. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Insurance must have an endorsement providing that the insurer may not invoke sovereign immunity up to the limits of the policy in any court. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 07 04 or equivalent.
6. WAIVER OF SUBROGATION:
Tribe shall waive rights of subrogation which Tribe or any insurer of Tribe may acquire against the OHA or State of Oregon by virtue of the payment of any loss. Tribe will obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the OHA has received a waiver of subrogation endorsement from Tribe or Tribe’s insurer(s).
7. TAIL COVERAGE:
If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Tribe 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 Grant Agreement, for a minimum of 24 months following the later of (i) Tribe’s completion and OHA’s acceptance of all Services required under this Grant Agreement, or, (ii) OHA or Tribe termination of this Grant Agreement, or, iii) the expiration of all warranty periods provided under this Grant Agreement.
8. CERTIFICATE(S) AND PROOF OF INSURANCE:
Tribe shall provide to OHA Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Grant Agreement. 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 Grant Agreement. 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 OHA has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Grant Agreement.
9. NOTICE OF CHANGE OR CANCELLATION:
Tribe or its insurer must provide at least 30 days’ written notice to OHA before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).
10. INSURANCE REQUIREMENT REVIEW:
Tribe agrees to periodic review of insurance requirements by OHA under this agreement and to provide updated requirements as mutually agreed upon by Tribe and OHA.
11. STATE ACCEPTANCE:
All insurance providers are subject to OHA acceptance. If requested by OHA, Tribe shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to OHA’s representatives responsible for verification of the insurance coverages required under this Exhibit C.
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