RFP 5356 AttA.docx

Attachment A: Sample Contract

NOTE to Proposers:

Do not submit this Sample Contract with your Proposal.

Contract Number 000000

STATE OF OREGON

PERSONAL/PROFESSIONAL SERVICES CONTRACT

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

Contractor d.b.a. Facility or Assumed Name Address Address Attention: (required) Telephone: (required) Fax: (optional) E-mail address: (required) hereinafter referred to as “Contractor.”

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

OHA Public Health Division Center for Health Protection, Drinking Water Services 800 NE Oregon Street, Suite 640 Portland, OR 97232 Contract Administrator: Anthony J. Fields or delegate Telephone: 971-673-2269 or 503-752-8229 Fax: ___________ E-mail address: anthony.j.fields@dhsoha.state.or.us

1. Effective Date and Duration.

This Contract shall become effective on the date this Contract has been fully executed by every party and, when required, approved by Department of Justice or on [insert start date], whichever date is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on [insert end date]. Contract termination shall not extinguish or prejudice OHA’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

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

There are no other contract documents unless specifically referenced and incorporated in this Contract.

b. This Contract and the documents listed in Section 2., “Contract Documents”, Subsection a. above, shall be in the following descending order of precedence: this Contract less all exhibits, Exhibits D, B, A, and C.

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount]. OHA will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination or expiration of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the payment schedule and requirements in Exhibit A, Part 2., “Payment and Financial Reporting.”

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

4. Contractor or Subrecipient Determination. In accordance with the State Controller’s Oregon Accounting Manual, policy 30.40.00.104, OHA’s determination is that:

|_| Contractor is a subrecipient |X| Contractor is a contractor |_| Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Contract: 66.468

5. Contractor Data and Certification.

a. Contractor Information. This information is requested pursuant to ORS 305.385.

PLEASE PRINT OR TYPE THE FOLLOWING INFORMATION

Contractor Name (exactly as filed with the IRS):

Street address:

City, state, zip code:

Email address:

Telephone:

Fax:

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

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

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

If Contractor is self-insured for any of the Insurance Requirements specified in Exhibit C of this Contract, Contractor may so indicate by: (i) writing “Self-Insured” on the appropriate line(s); and (ii) submitting a certificate of insurance as required in Exhibit C.

Commercial General Liability Insurance Company:

Policy #: Expiration Date:

Professional General Liability Insurance Company:

Policy #: Expiration Date:

Automobile Liability Insurance Company:

Policy #: Expiration Date:

Workers’ Compensation: Does Contractor have any subject workers, as defined in ORS 656.027? (Check one box): |_| YES |_| NO If YES, provide the following information:

Workers’ Compensation Insurance Company:

Policy #: Expiration Date:

b.

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

(1) Contractor is in compliance with all insurance requirements in Exhibit C of this Contract, and notwithstanding any provision to the contrary, Contractor shall deliver to the OHA Contract Administrator (see page 1 of this Contract) the required Certificate(s) of Insurance within 30 days of execution of this Contract. By certifying compliance with all insurance as required by this Contract, Contractor acknowledges it may be found in breach of the Contract for failure to obtain required insurance. Contractor may also be in breach of the Contract for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Contract;

(2) Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any “claim” (as defined by ORS 180.750) that is made by (or caused by) the Contractor and that pertains to this Contract or to the project for which the Contract work is being performed. Contractor certifies that no claim described in the previous sentence is or will be a “false claim” (as defined by ORS 180.750) or an act prohibited by ORS 180.755. Contractor further acknowledges that in addition to the remedies under this Contract, if it makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor;

(3) The undersigned is authorized to act on behalf of Contractor and represents and warrants that Contractor has complied with the tax laws of the State of Oregon and the applicable tax laws of any political subdivision of Oregon. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of Oregon. For the purposes of this Section, “tax laws” includes: (i) All tax laws of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of Oregon that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Contractor acknowledges that the Oregon Department of Administrative Services will report this Contract to the Oregon Department of Revenue (DOR). The DOR may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing the Contractor’s compensation under this Contract; or (ii) exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the DOR collects debts;

(4) The information shown in Section 5.a., “Contractor Information” above is Contractor’s true, accurate and correct information;

(5) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any required subcontracts;

(6) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx;

(7) Contractor is not listed on the non-procurement portion of the General Service Administration’s “List of Parties Excluded from Federal procurement or Non-procurement Programs” currently found at: https://www.sam.gov/portal/public/SAM/;

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

(a) Contractor is exempt from backup withholding;

(b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends; or

(c) The IRS has notified Contractor that Contractor is no longer subject to backup withholding; and

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

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO NECESSARY STATE APPROVALS.

6. Signatures. This Contract 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 Contract and any amendments so executed shall constitute an original.

Contractor Name By:

Authorized Signature Printed Name

Title Date

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

Authorized Signature Printed Name

Title Date

Approved for Legal Sufficiency:

Department of Justice Date

OHA Program Review:

Authorized Signature Printed Name

Title Date

RFP #5356 – Technical Assistance For public Water Systems Att A

EXHIBIT A

Part 1 Statement of Work

1. Goals:

The goals of this Scope of Work are to (1) ensure public health through safe drinking water, (2) improve compliance with the Safe Drinking Water Act and (3) improve water system capacity and expertise.

2. Method:

These goals will be implemented by providing technical assistance community water systems serving populations under 10,000, as well as not-for-profit transient and non-transient water systems by on site trouble-shooting of short term operational or related technical and or managerial problems.

3. Small Water System Technical Assistance Required from Contractor

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

Objective:

Contractor shall provide on-site technical “trouble-shooting” services of a short-term duration. For purposes of this Contract, “services of a short-term duration” means 10 hours or less of Contractor-provided services per identified problem without the prior, written approval of OHA

Groundwater System:

Required services include, but are not limited to, providing technical assistance and making recommendations related to pipe and pump repair, leak detection, treatment process evaluation and optimization and well head disinfection, and providing assistance to water systems desiring to complete financial assistance applications and letters of interest to the Oregon Safe Drinking Water Revolving Loan Fund.

Additionally, as recommended or required by OHA, Contractor shall assist water systems with data collection, which may include the physical collection of source samples, associated with the evaluation of Groundwater Under Direct Influence (GWUDI) rule and Bank Filtration (i.e., alternative treatment technology). Contractor shall provide technical assistance regarding additional treatment techniques options to be installed if a GWUDI determination results in a source being subject to the Surface Water Treatment Rule.

Surface Water System:

Required Contractor services include, but are not limited to, providing technical assistance and recommendations related to water treatment plant operation and optimization, chemical feed and coagulation control, process monitoring control, distribution system leak detection and piping repair, contact time calculations (ct), pump and mechanical equipment repair, and state revolving loan fund application development assistance.

Required Contractor services also include assisting water systems using surface water with their sampling protocol for the Long‑Term 2 Enhanced Surface Water Treatment Rule, conducting source water sampling as required, performing initial bin classification, and providing technical assistance regarding additional treatment modalities to be installed, if required by initial bin classification.

3.02 Approach:

For both groundwater and surface water systems, Contractor shall respond to requests from CWSs for technical assistance to solve problems that require immediate attention but are not associated with long-term assistance. These requests may come to Contractor directly from the CWSs or by referral from the OHA Drinking Water Program. Contractor shall respond through remote communication (telephone, E‑mail, or Fax) or, through the field (site visit) contact in order to resolve the CWS’ problem. Contractor shall take action to resolve the problem that is, in the judgment of the Contractor , necessary and appropriate to solve the problem. Contractor is responsible to OHA and to the CWS for actions taken to resolve the problem as a result of Contractor ’s professional judgment.

For surface water systems, an operator with an Oregon Level 3 or Level 4 Water Treatment Certification is required in order for the Contractor to provide the desired assistance to water system treatment plant operators. Contractor -provided technical assistance includes but it is not limited to:

· Filter performance and maintenance;

· Backwash procedures;

· Chemical dosage adjustments and jar testing;

· Standard operating procedures and guidelines;

· Plant start-up and shut down procedures;

· Monitoring equipment calibration;

· Flocculation and sedimentation process evaluation.

Deliverables Required from Contractor:

Within ___ days of the contact, Contractor shall prepare and submit a written summary of the contact using the existing DWP Contact Report or similar format as determined by the OHA Drinking Water Program. The report must contain:

Contractor shall not provide technical assistance, under the terms of this Contract, to any water system with whom the Contractor has an existing contract or retainer for professional services.

[Optional Service which may be included in the Contract as negotiated by the parties:

Trade Show / Conference Attendance:

OHA may authorize Contractor to attend trade shows and training conferences to provide information and outreach materials (pamphlets, brochures, etc.) to water system operators, representatives, and decision makers in order to increase awareness of the availability of circuit rider services activities available to them.

Contractor’s written request must include a description of the event and planned services, together with estimated costs, including out of pocket expenses and the anticipated duration of Contractor’s services at each such event.

When approved, OHA will authorize attendance time and payment for information sharing and outreach consistent with the payment provisions negotiated by the parties within the Contract.]

Evaluating Customer Satisfaction:

The OHA Drinking Water Program will conduct an evaluation of water systems that received services regarding Contractor performance of the work and water system satisfaction with services received.

Additional Requirements:

Contractor shall not provide technical assistance, under the terms of the resulting contract of this RFP, to any water system with whom the Contractor has an existing contract or retainer for professional services.

Contractor shall not bid on or enter into any agreement or service contract with a water system eligible for Circuit Rider assistance without prior written notification to OHA. Upon such written notification, Contractor will no longer be authorized to perform Circuit Rider services for that system.

Conflict of Interest. Except with OHA’s prior written consent, Contractor shall not engage in any activity, or accept any employment, interest or contribution that would, or would reasonably appear to, compromise Contractor’s professional judgment with respect to this Contract services, including, without limitation, concurrent employment on any project in direct competition with the Contract services.

EXHIBIT A

Part 2 Payment and Financial Reporting

B.1 BASIS OF COMPENSATION

B.1.01 OHA shall compensate Contractor for the performance of Services set forth in Exhibit A, as follows:

The Contractor will be compensated at an hourly rate of $120.00 for a maximum duration of 10 hours ($1,200.00) per water system. Additional hours may be authorized and approved by the OHA Drinking Water Program’s Project Manager on a case-by-case basis.

B.1.06 Contractor shall not submit invoices for, and OHA will not pay, any amount in excess of the maximum, not to exceed amount payable under this Contract. If this amount is increased by Contract amendment, the amendment must be effective before Contractor performs Services subject to the amendment. Contractor shall notify OHA’s Representative identified in this Contract in writing of the expiration of the Contract, thirty (30) days prior to such expiration. No payment will be made for any Services performed prior to the Effective Date or after the expiration date of the Contract.

B.1.07 Contractor shall timely submit monthly invoices for Services performed To be processed for payment by OHA, invoices must be received within 90 days of the end of the month in which the services were provided., and must include the following basic information:

A. The correct name of OHA’s authorized representative B. Invoice date C. Date range during which the Services being invoiced for were provided D. Invoice number that ends in a “ ##”, which represents the correct invoice sequence of issue. The last invoice submitted on the Project must be clearly labeled “Final Invoice” E. The correct Contract number (which starts with an “R”) F. Original Contact total, not to exceed amount:

G. Paid to date amounts showing the amounts submitted for prior to the current invoice (regardless of payment status) H. Amounts being invoiced for in the current invoice, with a roll up of a “Total Amount Billed For This Invoice” line item amount I. Balances Remaining after receipt of payment for the current invoice

Contractor shall describe all Services performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed.

Contractor shall send invoices to OHA’s Representative identified in this Contract, using the following address:

Attn.: (Insert Name and Title of OHA’s Representative) Oregon Health Authority

OHA shall have the right to reject any invoice which does not have the proper information as required by this section without incurring penalty liabilities for late payment.

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

B.1.08 OHA and Contractor agree in accordance with the terms and conditions of this Contract that, if the scope of the Project or the Services are changed materially, Contractor shall request in writing an amendment to the Contract before additional Services are provided and before compensation is adjusted. All legally required approvals must be obtained for any Contract amendment before the amendment is effective and before Services may be performed or payment made under the amendment.

B.1.09 Travel Expenses:

There will not be any separate reimbursement for travel expenses.

[Note re: Compensation for Trade Show / Conference Attendance:

Additional compensation and/or hourly payment rates associated with conference and trade show attendance may be negotiated and included in this Contract subject to the condition that the costs and/or payment rates shall not exceed $120 per hour plus, if applicable, out of pocket expenses pre-approved by OHA.

EXHIBIT A

Part 3 Special Provisions

1. Confidentiality of Information.

a. Client Information:

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

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

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

(a) With respect to SSA records:

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

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

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

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

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

(b) With respect to Federal Tax Information (FTI), as defined in IRS Publication 1075:

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

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

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

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

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

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

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

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

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

b. Non-Client Information:

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

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

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

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

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

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

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

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

(3) Nondisclosure. The receiving Party shall hold all Confidential Non-Client Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own confidential information; and shall not sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Non-Client Information to third parties; shall not use Confidential Non-Client Information for any purposes whatsoever other than as contemplated by this Contract or reasonably related thereto; and shall advise any of its officers, directors, employees and agents that receive or have access to the Confidential Non-Client Information of their obligations to keep Confidential Non-Client Information confidential. These confidentiality obligations do not restrict disclosure of information otherwise qualifying as Confidential Non-Client Information if the receiving Party can show that either of the following conditions exists: (i) the information was disclosed in response to a subpoena or court order duly issued in a judicial or legislative process, in which case the receiving Party shall notify the originating Party of the subpoena five days prior to the disclosure, unless such notice could not reasonably be given; or (ii) the disclosure was required to respond to a request for the information made under the Oregon Public Records Law, ORS 192.311 to 192.478. The receiving Party shall notify the originating Party of a public records request five days prior to the disclosure.

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

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

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

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

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

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

2. Amendments.

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

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

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

b. OHA further reserves the right to amend the Statement of Work based on the original scope of work of RFP #5156 for the following:

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

(2) Implement additional phases of the Work; or

(3) As necessitated by changes in Code of Federal Regulations, Oregon Revised Statutes, or Oregon Administrative Rules, which, in part or in combination, govern the provision of services provided under this Contract.

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

3. Nondiscrimination.

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

b. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Contract, to maintain such policy and practice in force during the entire Contract term.

c. As required by ORS 279B.235, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this Section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles OHA to terminate this Contract for cause.

d. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

4. Compliance with Executive Order (EO) 21-29:

a. For purposes of this Section, capitalized words are defined in EO 21-29, as amended, https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf or as defined in the “Executive Order 21-29 Vaccination Requirements for State Contractors Frequently Asked Questions”, as amended, found at https://www.oregon.gov/das/Procurement/Documents/ExecutiveOrder21-29_ContractorFAQ.pdf.

b. Contractor shall comply with EO 21-29. Contractor certifies that for the term of the Contract or the duration of EO-21-29, whichever expires or terminates first, each Worker who provides goods and services at an Executive Branch Worksite is Fully Vaccinated against COVID-19 unless an exception under paragraph 6 of EO 21-29 applies. Contractor shall maintain in its records Proof of Vaccination or permitted exceptions under section 6 of EO 21-29 for such Workers providing goods and services at an Execution Branch Worksite. Contractor shall provide written certification of its compliance with EO 21-29 on request of the State. The State reserves the right to request the documentation supporting Contractor’s certification. Any violation of this Section constitutes a material breach of this Contract entitling OHA to terminate this Contract for cause.

5. Health Equity Requirements People in Oregon recognize that systemic racism and historical and contemporary injustices have led to health inequities in the state. Environmental threats like wildfire and smoke disproportionately impact communities of color, tribal communities, persons with physical, developmental and intellectual disabilities, persons living in congregate care and low-income communities. Complex public health problems require a nimble, community-based, and equity centered public health system. Without this system, Oregon risks its public health resilience, response and recovery, and future health threats will continue to exacerbate health inequities.

Pursuant to the Public Health Modernization Plan to eliminate health disparities by 2030, Contractor shall prioritize services to communities of color, tribal communities and low-income communities.

Additional information regarding the Public Health Modernization Plan to eliminate health disparities by 2030 can be accessed at the Public Health Modernization website:

https://www.oregon.gov/OHA/PH/About/TaskForce/Pages/index.aspx, and also by reviewing the Public Health Modernization Plan brochure located here: https://www.oregon.gov/oha/PH/ABOUT/TASKFORCE/Documents/Public-Health-Modernization-overview-January-2021.pdf

EXHIBIT B

Standard Terms and Conditions

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

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

3. Independent Contractor.

a. Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

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

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

d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. OHA reserves the right (i) to determine and modify the delivery schedule for the Work, and (ii) to evaluate the quality of the Work Product, however, OHA may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

4. Representations and Warranties.

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

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

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

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

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

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

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

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

6. Funds Available and Authorized; Payments.

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

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

7. Recovery of Overpayments. IF BILLINGS UNDER THIS CONTRACT, OR UNDER ANY OTHER CONTRACT BETWEEN CONTRACTOR AND OHA, RESULT IN PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS NOT ENTITLED, OHA, AFTER GIVING WRITTEN NOTIFICATION TO CONTRACTOR, MAY WITHHOLD FROM PAYMENTS DUE TO CONTRACTOR SUCH AMOUNTS, OVER SUCH PERIODS OF TIME, AS ARE NECESSARY TO RECOVER THE AMOUNT OF THE OVERPAYMENT, UNLESS CONTRACTOR PROVIDES A WRITTEN OBJECTION WITHIN 14 CALENDAR DAYS FROM THE DATE OF THE NOTICE. ABSENT TIMELY WRITTEN OBJECTION, CONTRACTOR HEREBY REASSIGNS TO OHA ANY RIGHT CONTRACTOR MAY HAVE TO RECEIVE SUCH PAYMENTS. IF CONTRACTOR PROVIDES A TIMELY WRITTEN OBJECTION TO OHA’S WITHHOLDING OF SUCH PAYMENTS, THE PARTIES AGREE TO CONFER IN GOOD FAITH REGARDING THE NATURE AND AMOUNT OF THE OVERPAYMENT IN DISPUTE AND THE MANNER IN WHICH THE OVERPAYMENT IS TO BE REPAID. OHA RESERVES ITS RIGHT TO PURSUE ANY OR ALL OF THE REMEDIES AVAILABLE TO IT UNDER THIS CONTRACT AND AT LAW OR IN EQUITY INCLUDING OHA’S RIGHT TO SETOFF.

8. Ownership of Work Product.

a. Definitions. As used in this Section 8, and elsewhere in this Contract, the following terms have the meanings set forth below:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OHA or Contractor.

(3) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to OHA pursuant to the Work.

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” shall be the exclusive property of OHA. OHA and Contractor agree that all Work Product is “work made for hire” of which OHA is the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to the Work is not “work made for hire,” Contractor hereby irrevocably assigns to OHA any and all of its rights, title, and interest in all original Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon OHA's reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OHA. Contractor forever waives any and all rights relating to original Work Product created pursuant to the Work, including without limitation, any and all rights arising under 17 U.S.C. §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OHA an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display Contractor Intellectual Property and the pre-existing elements of the Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on OHA's behalf.

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

9. Indemnity.

a. CONTRACTOR 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 CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9.a. ABOVE, CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD OHA, THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO OHA BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR OHA'S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; PROVIDED, THAT THE STATE OF OREGON SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS CONTRACT.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(1) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

(2) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 calendar days after OHA's notice or such longer period as OHA may specify in such notice; or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after OHA’s notice, or such longer period as OHA may specify in such notice; or

(4) Contractor failed to comply with the tax laws of this state or a political subdivision of this state before the Contractor executed this Contract or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Contract.

b. OHA’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a. above, OHA may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(1) termination of this Contract under Section 10.e.(2) below;

(2) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or…