S-10000-00014721 Att A - Sample Price Agreement.pdf

S-10000-00014721 Attachment A

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ATTACHMENT A – SAMPLE PRICE AGREEMENT

(Applicant do not fill out the Sample Price Agreement)

Price Agreement Number 000000

STATE OF OREGON

PRICE AGREEMENT

You can get this document in other languages, large print, braille, or a format you prefer free of charge. Contact the Price Agreement Administrator at the contact information found below. We accept all relay calls.

This Price Agreement is between the State of Oregon, acting by and through its Oregon Department of Human Services, hereinafter referred to as “ODHS” or “Agency,” and

Contractor d.b.a. Facility or Assumed Name

Address Address

Attention: (required) Telephone: (required)

E-mail address: (required) hereinafter referred to as “Contractor.”

Work to be performed under this Price Agreement relates principally to ODHS’

Office of Resilience and Emergency Management 6035 NE 78th Court, Suite 200

Portland, Oregon 97218 Price Agreement Administrator: Max Seiler or delegate

Telephone: (503) 890-2388 E-mail address: max.seiler@odhs.oregon.gov

1. Effective Date and Duration. This Price Agreement shall become effective on the later of: (I) the last date all required signatures in Section 6., below have been obtained, or (II) [insert start date (TBD Upon Award)] provided it is (i) signed by all parties on or before such date, and (ii) when required, approved in writing by the Oregon Department of Justice on or before such date, and (iii) when required, approved in writing by the

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Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Price Agreement shall expire on [insert end date (TBD Upon Award)]. Price Agreement termination shall not extinguish or prejudice ODHS’ right to enforce this Price Agreement with respect to any default by Contractor that has not been cured.

2. Price Agreement Documents.

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

(1) Exhibit A, Part 1: Statement of Work

(2) Exhibit A, Part 2: Payment and Financial Reporting

(3) Exhibit A, Part 3: Special Provisions

(4) Exhibit B: Standard Terms and Conditions

(5) Exhibit C: Insurance Requirements There are no other contract documents unless specifically referenced and incorporated into this Price Agreement.

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

3. Consideration.

a. The maximum, not-to-exceed compensation payable to Contractor is subject to the quantity of Services ordered and authorized by Agency in each Services Request Order (SRO) issued under this Price Agreement. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation authorized by each SRO for completing the Services, and will not pay for Services performed before the date this Price Agreement becomes effective or after the termination or expiration of any individual SRO issued under this Price Agreement. Upon termination or expiration of the Price Agreement, and at the request of Agency, the Contractor will continue to provide the Services and meet the obligations under any applicable SRO issued prior to the expiration or termination of the Price Agreement unless such SRO is otherwise terminated pursuant to the terms and conditions of the SRO. If the Contractor provides Services under any applicable SRO during the period following the termination or expiration of the Price Agreement, the terms and conditions and pricing of such SRO shall remain in effect.

b. 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. Agency will only pay for Services performed and completed by the Contractor at the rates specified in Exhibit A, Part 2, upon receipt and approval of a Contractor submitted invoice for Services performed.

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

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Contractor is a subrecipient Contractor is a contractor Not applicable Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Price Agreement: N/A

5. Contractor Information and Certification.

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

305.385 and OAR 125-246-0330(1).

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), a foreign person, or a foreign entity? (Check one box): YES NO Business Designation. (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership Limited Liability Company Limited Liability Partnership Sole Proprietorship Corporation Partnership Other

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

Commercial 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 Price Agreement, the undersigned hereby certifies under penalty of perjury that:

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

Contractor may also be in breach of the Price Agreement for failure to provide Certificate(s) of Insurance as required and to maintain required coverage for the duration of the Price Agreement;

(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 Price Agreement or to the project for which the Price Agreement 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 Price Agreement, 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 Price Agreement 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 Price Agreement 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

000000/jrf Page 5 of 25 ODHS (Hygiene Services) this Price Agreement; or (ii) exercising a right of setoff against Contractor’s compensation under this Price Agreement 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/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’s Federal Employer Identification Number (FEIN) or Social Security Number (SSN) provided to ODHS is true and accurate. If this information changes, Contractor shall provide ODHS with the new FEIN or SSN within 10 days.

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CONTRACTOR, BY EXECUTION OF THIS PRICE AGREEMENT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS PRICE AGREEMENT,

UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED BEFORE

THE EFFECTIVE DATE OF THIS PRICE AGREEMENT.

6. Signatures. This Price 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 Price Agreement 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 Department of Human Services By:

Authorized Signature Printed Name

Title Date

Approved by the Oregon Department of Administrative Services:

Exempt per OAR 125-246-0170(2) Authorized Signature Title Date

Approved for Legal Sufficiency:

Oregon Department of Justice Date

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EXHIBIT A

Part 1

Statement of Work

Contractor shall provide the Services described in this Statement of Work in accordance with the standards, criteria, and additional terms and conditions set forth below in this Exhibit A, Part 1, Statement of Work.

1. Purpose. To establish a Price Agreement with the Contractor to provide hygiene services, [restroom facilities, waste removal, shower facilities, laundry facilities and services, Comfort kits, standalone trash removal services, standalone bio/sewage waste removal, standalone grey water/wastewater removal, other services], the “Services”, to Agency Clients affected by a declared emergency or disaster, or severe weather incident who are being sheltered by Agency at various locations throughout Oregon. Agency does not guarantee to Contractor that a minimum or maximum quantity of Services will be ordered by Agency under this Price Agreement. Services ordered by Agency and provided by the Contractor under this Price Agreement shall be strictly on an as as-needed basis as requested by Agency when a declared State of Emergency or Disaster issued by the Governor of Oregon, and when applicable by the Director of the Agency, occurs, during severe weather incidents, or other incidents that require Agency to provide hygiene services.

Agency will follow the Services Request Order Process in Section 3. below to order Services from the Contractor.

Agency will pay Contractor for Agency ordered Services that provided and delivered to Agency Clients as set forth in Exhibit A, Part 2, Payment Provisions.

2. Definitions. Capitalized terms used in this Exhibit A, Part 1, are defined below in this Section or elsewhere in this Exhibit A, Part 1. Capitalized terms not defined in this Exhibit A, Part 1, have the meanings assigned to them in Exhibit B, Terms and Conditions.

a. “Agency” means the Oregon Department of Human Services (ODHS), Office of Resilience and Emergency Management (OREM).

b. “Applicant” means an individual or business who submits an Application Packet for review and consideration.

c. “Application Packet” or “Application” means a written response to this RFA that contains all of the documents described herein. The term Application Packet and Application are used interchangeably.

d. “Client” means the Agency’s recipient of Services that provided by the Applicant, Contractor upon award of a Price Agreement, under a Price Agreement resulting from this RFA. The term “Clients” means (i) a group of individual Clients or (ii) a Client Household, unless expressly stated otherwise, or (iii) both (i) and (ii).

e. “Comfort Supplies” means supplies that provide comfort including hygiene kits such as toothpaste, towels, wash cloth, soap, and toothbrush.

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f. “Life Sustaining Supplies” means supplies including food, water, non-prescription medicine, and first aid kits.

g. “Other Essential Supplies” are supplies that include, but are not limited to:

shovels, masks, gloves, lanterns, lantern fuel, tens and sheeting, sleeping bags, household kits, cots, blankets, cooking kits, comfort kits, household pet and service animal needs, and clean up kits (detergents, bucket, sponges, mop, trash bags, disposable gloves.

3. Services Request Order Process.

a. When Agency needs Services for Agency Clients, Agency will send Contractor a

Services Request Order (SRO) by email to Contractor’s contact email address listed on page 1, or any other contact email address Contractor provides in writing to Agency, to order the Services. Each SRO email will include the Agency Clients name(s), delivery location of the Services, dates Services are needed, quantity of Services needed, and the Services rate listed in Exhibit A, Part 2.

b. Upon Contractor’s email confirmation of acceptance of the SRO email sent by Agency, the SRO email and Contractor’s confirmation will be deemed an executed SRO between the Contractor and Agency (the “Parties”). This Price Agreement along with an executed SRO, all of which when taken together shall constitute one agreement binding on all Parties and will allow the Contractor to provide the Services described in this Exhibit A, Part 1, and in the executed SRO.

4. Provision of Services. [The exact provisions of Services listed below will be finalized based upon Applicant’s Services selection and as negotiated between Agency and Applicant during Price Agreement negotiations.] a.

5. Transportation.

a. Contractor shall transport [restroom facilities, waste removal, shower facilities, laundry facilities and services, Comfort kits, standalone trash removal services, standalone bio/sewage waste removal, standalone grey water/wastewater removal, other services] to the places where Agency Clients are located, but Contractor shall not provide transportation services in order to facilitate Agency Clients to participate in Services being provided under this Price Agreement.

b. As applicable, based on the size of Contractor’s vehicles that Contractor will use to provide hygiene services and Oregon Department of Vehicle requirements, Contractor’s staff driving delivery vehicles must have a valid Commercial Driver’s License (CDL).

c. Contractor shall follow all applicable Federal, State and Local Governmental statues, rules, and requirements specific to health and safety standards for transporting.

6. General Contractor Requirements.

a. Services Equity.

(1) Contractor shall provide Services to all Agency Clients without regard to age, ancestry, disability, race, color, citizenship, creed, military status, 000000/jrf Page 9 of 25 ODHS (Hygiene Services) national origin, political or religious affiliation, sex, familial or marital status, sexual orientation including gender identity or expression, or other groups protected by law.

(2) Contractor shall provide the Services with respect and consideration of the difficulties faced by the Agency Clients who have been affected by a declared emergency or disaster, severe weather incident, or other incidents that affect and disrupt basic human necessities.

b. Training. Contractor shall provide training to its employees, volunteers, and subcontractors on record keeping, handling sanitation, safety standards for the Services.

c. Service Area. Contractor shall provide the Services specified above in Section 4.

“Provision of Services.” in the following Oregon county or counties, the “Service Area”, listed below. Delivery of Services outside of Contractor’s assigned Service Area below must be mutually agreed upon between ODHS and Contractor in writing, email will suffice.

[Service Area TBD based on Applicant’s Application]

d. Delivery Locations.

Contractor shall provide Services to the locations where Agency Clients are located, as set forth in the SRO.

e. Cost to Agency Clients. Contractor shall not charge Agency Clients for any Services provided by the Contractor under this Price Agreement.

7. Reporting and Documentation. [TBD based on Applicant’s Services Selection and Price Agreement Negotiations]

8. Contractor Evaluation. Contractor shall participate in evaluation activities designed and agreed to by Contractor and ODHS. Evaluation activities include, but are not limited to:

a. ODHS’ Price Agreement Administrator and ODHS’ Project Lead shall monitor

Contractor’s ability to successfully provide the Services to Agency Clients in a manner that meets the standards described in this Price Agreement.

b. ODHS’ Price Agreement Administrator shall meet with Contractor monthly, or more frequently as needed, via video conference, phone, or in person to discuss Contractor performance under this Price Agreement.

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EXHIBIT A

Part 2

Payment and Financial Reporting

1. Payment Provisions.

a. As consideration for the services provided by Contractor during the period specified in Section 1., Effective Date and Duration., of this Price Agreement, ODHS will pay to Contractor, up to the maximum not-to-exceed amount as specified in Section 3., Consideration., of this Price Agreement, to be paid as follows: [The subsections below will be populated based on the negotiated rates included in the Application for restroom facilities, waste removal, shower facilities, laundry facilities and services, Comfort kits, standalone trash removal services, standalone bio/sewage waste removal, standalone grey water/wastewater removal, or other services] (1)

b. Contractor Invoice.

(1) Contractor shall submit invoices [TBD – e.g., weekly, monthly]to ODHS.

Contractor must submit their final invoice to ODHS no later than 30 days after last date Services were provided. All invoices must be submitted via email to:

EmergencyManagement.Payments@odhs.oregon.gov, or to any other email address ODHS may indicate in writing to Contractor.

(2) All of Contractor’s invoices must include the following information:

[Subject to change based on Applicant’s Services Selection]

(a) This Price Agreement Number,

(b) Date of SRO email;

(c) Invoice Number.

(d) Date of Invoice,

(e) Date(s) Services were provided,

(f) Quantity of Services provided,

(g) Rates for Services provided,

(h) Location Services were delivered, and

(i) Total amount owing under the Invoice.

(3) Agency will issue payment for invoices within 45 calendar days of receipt of an acceptable and approved invoice.

(4) Contractor's claims to Agency for overdue payments on invoices are subject to ORS 293.462.

2. Travel and Other Expenses. ODHS will not reimburse Contractor for any travel or additional expenses under this Price Agreement.

mailto:EmergencyManagement.Payments@odhs.oregon.gov

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EXHIBIT A

Part 3

Special Provisions

1. Confidentiality of Information.

a. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Price Agreement, be exposed to or acquire information that is confidential to ODHS or ODHS 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 Price Agreement shall be considered for the purposes of this Price Agreement the confidential information of ODHS (“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 ODHS to others without restrictions similar to those imposed by this Price Agreement; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Price Agreement; (iv) is obtained from a source other than ODHS without the obligation of confidentiality, (v) is disclosed with the written consent of ODHS, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to ODHS hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist ODHS in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise ODHS 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 Price Agreement, and Contractor will at its expense cooperate with ODHS in seeking injunctive or other equitable relief in the name of ODHS or Contractor against any such person. Contractor shall not at any time during or after the term

000000/jrf Page 12 of 25 ODHS (Hygiene Services) of this Price Agreement, except as directed by ODHS, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Price Agreement. Upon expiration or termination of this Price Agreement or at ODHS’s request, Contractor shall deliver to ODHS all documents, papers, and other matter in Contractor's possession that embody Confidential Information.

Notwithstanding the foregoing and unless otherwise specified in this Price Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

c. Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to ODHS that is inadequately compensable in damages. Accordingly, ODHS 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 ODHS and are reasonable in scope and content.

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

ODHS.

2. Amendments.

a. Subject to Section 2.c. below, ODHS reserves the right to amend or extend this

Price Agreement under the following general circumstances:

(1) ODHS may extend the Price Agreement for additional periods of time up to a total Price Agreement period of seven (7) years, and for additional money associated with the extended period(s) of time. The determination for any extension for time may be based on ODHS’ satisfaction with performance of the work or services provided by the Contractor under this Price Agreement.

(2) ODHS may periodically amend any payment rates throughout the term of the Price Agreement proportionate to increases or decreases of the U.S.

General Services Administration Per Diem Rates for Lodging in Oregon.

In addition, ODHS may periodically amend any payment rates throughout the term of the Price Agreement to meet current market conditions.

b. ODHS further reserves the right to amend the Statement of Work based on the original scope of work for the following:

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

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(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 Price Agreement.

c. Upon identification, by any party to this Price Agreement, of any circumstance which may require an amendment to this Price Agreement, 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 Price Agreement 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 Price Agreement.

3. Background Checks. Reserved.

4. Nondiscrimination.

a. The Contractor must provide services to Agency 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 Price Agreement, to maintain such policy and practice in force during the entire Price Agreement 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 Price Agreement and a failure to comply constitutes a breach that entitles ODHS to terminate this Price Agreement 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.

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EXHIBIT B

Standard Terms and Conditions

1. Governing Law, Consent to Jurisdiction. This Price Agreement 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 ODHS or any other agency or department of the State of Oregon, or both, and Contractor that arises from or relates to this Price Agreement 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 Price Agreement.

2. Compliance with Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Price Agreement. ODHS’ performance under the Price Agreement 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 Price Agreement.

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 Price Agreement, represents and warrants that Contractor's Work to be performed under this Price Agreement 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 Price Agreement. If compensation under this Price Agreement 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 Price Agreement and, unless Contractor is subject to backup withholding, ODHS 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 Price Agreement, except as a self-employed individual.

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d. Contractor shall perform all Work as an Independent Contractor, as defined in ORS 670.600. ODHS 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, ODHS 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 ODHS that:

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

Agreement;

(2) The obligations set forth in this Price Agreement, 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 Price Agreement, be qualified, professionally competent, and duly licensed to perform the Work; and

(5) Contractor prepared its proposal related to this Price Agreement, 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 Price Agreement.

6. Funds Available and Authorized; Payments.

a. Contractor shall not be compensated for Work performed under this Price

Agreement by any other agency or department of the State of Oregon or the federal government. ODHS certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Price Agreement within ODHS' current biennial appropriation or limitation. Contractor understands and agrees that ODHS’ payment for Work performed is contingent on ODHS receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow ODHS, in the exercise of its reasonable administrative discretion, to continue to make payments under this Price Agreement.

b. Payment Method. Payments under this Price Agreement will be made by Electronic Funds Transfer (EFT). Upon request, Contractor shall provide its

000000/jrf Page 16 of 25 ODHS (Hygiene Services) 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 Price Agreement. Contractor shall provide this designation and information on a form provided by ODHS. 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 ODHS on an ODHS-approved form. ODHS is not required to make any payment under this Price Agreement until receipt of the correct EFT designation and payment information from the Contractor.

7. Recovery of Overpayments. IF BILLINGS UNDER THIS PRICE AGREEMENT, OR

UNDER ANY OTHER PRICE AGREEMENT BETWEEN CONTRACTOR AND

ODHS, RESULT IN PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS

NOT ENTITLED, ODHS, 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 ODHS ANY RIGHT CONTRACTOR

MAY HAVE TO RECEIVE SUCH PAYMENTS. IF CONTRACTOR PROVIDES A

TIMELY WRITTEN OBJECTION TO ODHS’ 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. ODHS RESERVES

ITS RIGHT TO PURSUE ANY OR ALL OF THE REMEDIES AVAILABLE TO IT

UNDER THIS PRICE AGREEMENT AND AT LAW OR IN EQUITY INCLUDING

ODHS’ RIGHT TO SETOFF.

8. Ownership of Work Product. Reserved.

9. Indemnity.

a. CONTRACTOR SHALL DEFEND (SUBJECT TO ORS CHAPTER 180), SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON

AND ODHS 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 PRICE AGREEMENT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9.a. ABOVE, CONTRACTOR EXPRESSLY

000000/jrf Page 17 of 25 ODHS (Hygiene Services)

AGREES TO DEFEND, INDEMNIFY, AND HOLD ODHS, 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 ODHS BY CONTRACTOR THAT MAY BE THE SUBJECT

OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL

PROPERTY LAW OR DOCTRINE, OR ODHS’ 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

PRICE AGREEMENT.

10. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Price Agreement 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 Price Agreement and Contractor has not obtained such license or certificate within 14 calendar days after ODHS’ notice or such longer period as ODHS may specify in such notice; or

(3) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Price Agreement, fails to perform the Work under this Price Agreement within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor’s performance under this Price Agreement in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after ODHS’ notice, or such longer period as ODHS 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 Price Agreement or fails to comply with the tax laws of this state or a political subdivision of this state during the term of this Price Agreement.

b. ODHS’ Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.a. above, ODHS may, at its option, pursue any or all of the

000000/jrf Page 18 of 25 ODHS (Hygiene Services) remedies available to it under this Price Agreement and at law or in equity, including, but not limited to:

(1) termination of this Price Agreement 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 defectively;

(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 7., “Recovery of Overpayment”, of this Exhibit B.

These remedies are cumulative to the extent the remedies are not inconsistent, and ODHS may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Section 10.a. above, then Contractor shall be entitled to the same remedies as if this Price Agreement was terminated pursuant to Section 10.e.(1) below.

c. Default by ODHS. ODHS shall be in default under this Price Agreement if ODHS commits any material breach or default of any covenant, warranty, or obligation under this Price Agreement, and such breach or default is not cured within 30 calendar days after Contractor's notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for ODHS’ Default. In the event ODHS terminates the Price Agreement under Section 10.e.(1) below, or in the event ODHS is in default under Section 10.c. above, and whether or not Contractor elects to exercise its right to terminate the Price Agreement under Section 10.e.(3) below, Contractor's sole monetary remedy shall be: (i) with respect to Work compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Price Agreement but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by ODHS, less previous amounts paid and any claim(s) that ODHS has against Contractor. In no event shall ODHS be liable to Contractor for any expenses related to termination of this Price Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 10.d., Contractor shall immediately pay any excess to ODHS upon written demand. If Contractor does not immediately pay the excess, ODHS may recover the overpayments in accordance with Section 7., “Recovery of Overpayments”, and may pursue any other remedy that may be available to it.

e. Termination.

(1) ODHS’ Right to Terminate at its Discretion. At its sole discretion, ODHS may terminate this Price Agreement:

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(a) For its convenience upon 30 days’ prior written notice by ODHS to Contractor;

(b) Immediately upon written notice if ODHS fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products;

(c) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that ODHS’ purchase of the Work or Work Products under this Price Agreement is prohibited, or ODHS is prohibited from paying for such Work or Work Products from the planned funding source;

or

(d) Immediately upon written notice to Contractor if there is a threat to the health, safety, or welfare of any ODHS client or recipient of services under this Price Agreement, including any Medicaid Eligible Individual, under its care.

(2) ODHS’ Right to Terminate for Cause. In addition to any other rights and remedies ODHS may have under this Price Agreement, ODHS may terminate this Price Agreement immediately upon written notice to Contractor, or at such later date as ODHS may establish in such notice, if Contractor is in default under Section 10.a. above.

(3) Contractor's Right to Terminate for Cause. Contractor may terminate this Price Agreement upon 30 days written notice to ODHS, or at such later date as Contractor may establish in such notice, if ODHS is in default under Section 10.c. above, and ODHS fails to cure such default within 30 calendar days after ODHS receives Contractor's notice or such longer period as Contractor may specify in such notice.

(4) Mutual Termination. The Price 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.

(5) Return of Property. Upon termination of this Price Agreement for any reason whatsoever, Contractor shall immediately deliver to ODHS all of ODHS’ property that is in the possession or under the control of Contractor at that time. This Section 10.e.(5) survives the expiration or termination of this Price Agreement.

(6) Effect of Termination: Upon receiving a notice of termination of this Price Agreement, or upon issuing a notice of termination to ODHS, Contractor shall immediately cease all activities under this Price Agreement, unless in a notice issued by ODHS, ODHS expressly directs otherwise.

11. Stop-Work Order. ODHS may, at any time, by written notice to the Contractor, require the Contractor to stop all, or any part of the Work required by this Price Agreement for a period of up to 90 days after the date of the notice, or for any further period to which the parties may agree through a duly executed amendment. Upon receipt of the notice, Contractor shall immediately comply with the Stop-Work Order terms and take all

000000/jrf Page 20 of 25 ODHS (Hygiene Services) necessary steps to minimize the incurrence of costs allocable to the Work affected by the stop work order notice. Within a period of 90 days after issuance of the written notice, or within any extension of that period to which the parties have agreed, ODHS shall either:

a. Cancel or modify the stop work order by a supplementary written notice; or

b. Terminate the work as permitted by either the Default or the Convenience provisions of Section 10., “Default; Remedies; Termination.”

If the Stop Work Order is canceled, ODHS may, after receiving and evaluating a request by the Contractor, make an adjustment in the time required to complete this Price Agreement and the Price Agreement price by a duly executed amendment.

12. Limitation of Liabilities. EXCEPT FOR LIABILITY ARISING UNDER OR

RELATED TO SECTION 9., “INDEMNITY”, NEITHER PARTY SHALL BE LIABLE

FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR

RELATED TO THIS PRICE AGREEMENT.

13. Insurance. Contractor shall maintain insurance as set forth in Exhibit C, attached hereto.

14. Records Maintenance, Access. Contractor shall maintain all financial records relating to this Price Agreement 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 Price Agreement, in such a manner as to clearly document Contractor's performance. All financial records, 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 Price Agreement, are collectively referred to as “Records.” Contractor acknowledges and agrees that ODHS, the Oregon 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 to make excerpts and transcripts. Contractor shall retain and keep accessible all Records for the longest of:

a. Six years following final payment and termination of this Price Agreement;

b. The period as may be required by applicable law,…