STATE OF OREGON

CONTRACT FOR

PROFESSIONAL SERVICES

CONTRACT NUMBER: 26-002

(“Contract”)

This Contract is between the State of Oregon (“State”) acting by and through Oregon Military Department ("Agency") and TBD ("Contractor"). This Contract is effective starting February **, 2026 and after it has been signed by all parties and all required State of Oregon approvals have been obtained. This Contract expires on [INSERT DATE], 2027. The Agency may exercise their option to extend the term of this Contract an additional 3 years if needed. To a not to extend beyond [INSERT DATE], 2030.

Contractor agrees to perform, and Agency agrees to pay for, the services and deliverables described in section 1 (the “Services”).

1. STATEMENT OF SERVICES.

Contractor shall perform Services as described below.

A. GENERAL INFORMATION.

Qualified contractor will provide physicals and optional medical services for up to Thirty

(30) fire protection personnel of the Portland Air National Guard Base Fire Department.

B. REQUIRED SERVICES, DELIVERABLES AND DELIVERY SCHEDULE.

The medical monitoring includes:

1. Baseline examination for new firefighters as required in accordance with National Fire Protection Association (NFPA) 1582 to include:

• Physical Examination with medical and occupation health histories and respirator qualification.

• Titmus Vision Test including Ishihara color vision screening.

• Complete Blood Count.

• Chemistry Screen (Blood Chemistry).

• Urinalysis including microscope exam.

• Chest X-Ray, PA and Lateral (with interpretation).

• Spirometry (lung function test).

• Audiogram with Hearing Conservation Reporting.

• Resting Electrocardiogram with physician interpretation and year-to-year comparisons.

• Cardiovascular Tread Test, Body Comp/Body Fat, Grip Test, Vitals.

• Personal Wellness Profile (health risk appraisal with individual comparison).

• 5-Panel Drug Screen including collection and (MRO) Review Services.

• Tuberculosis Test Skin Test.

• Back Screening (10 point).

• Hepatitis B Immunity Status Components.

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Other Age or Clinically Indicated Services:

• PSA after age 40 for positive family hx, African-American or clinically indicated, after age 50 for all others.

• Stress EKG with or without echocardiography or radio nuclide scanning shall be performed as part of the pre-employment examination and as clinically indicated by history or symptoms.

• Mammography over the age of 40.

• Hepatitus C virus screen.

• Tetanus/diphtheria vaccine – booster every 10 years if indicated.

• Hepatitis B vaccine – offered to high risk personnel.

• Varicella vaccine – offered to all non-immune personnel.

• Influenza vaccine – normally offered through the State.

• Fecal occult blood testing to members above age 40 or clinically indicated.

• Screening colonoscopy recommended above age 50 or clinically indicated.

2. Annual Examination for existing firefighters as required and with frequency recommended in accordance with NFPA 1582 to include:

• Physical Examination with medical health histories and respirator qualification.

• Titmus Vision Test including Ishihara color vision screening.

• Complete Blood Count.

• Chemistry Screen (Blood Chemistry).

• Urinalysis including microscopic exam.

• Spirometry (lung function test).

• Audiogram with Hearing Conservation Reporting.

• Resting Electrocardiogram with physician interpretation and year-to-year reporting.

• Cardiovascular Tread Test.

• Personnel Wellness Profile (health risk appraisal with individual comparison).

• Tuberculosis Test Skin Test.

• Hemmoccult (Colon Cancer Screen).

• Back Screening (10 Point).

• Annual Fit For Duty Clearance Letter approved by the examining physician and provided to the Agency by the Contractor.

Other Age or Clinically Indicated Services:

• PSA after age 40 for positive family hx, African-American or clinically indicated, after age 50 for all others.

• Stress EKG with or without echocardiography or radio nuclide scanning shall be performed as clinically indicated by history or symptoms.

• Mammography over the age of 40.

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• Tetanus/diphtheria vaccine – booster every 10 years if indicated.

• Hepatitis B vaccine – offered to high risk personnel.

• Varicella vaccine – offered to all non-immune personnel.

• Influenza vaccine – normally offered through the State.

• Screening colonoscopy recommended above age 50 or clinically indicated.

3. Return to Duty Evaluation as needed in accordance with NFPA 1582 paragraph 2-

5.1 through 2-5.3. May include the following based on reason for the examination:

• Firefighter Medical Examination.

• Titmus Vision Test including Ishihara color vision screening.

• Complete Blood Count.

• Chemistry Screen (Blood Chemistry).

• Urinalysis including microscopic exam.

• Chest X-Ray, PA and Lateral (with interpretation).

• Spirometry (lung function test).

• Audiogram with Hearing Conservation Reporting.

• Resting Electrocardiogram with physician interpretation and year-to-year reporting.

4. PFAS Blood Testing to include all six of the following analytes:

• perfluorobutanesulfonic acid (PFBS).

• perfluoroheptanoic acid (PFHpA).

• perfluorohexanesulfonic acid (PFHxS).

• perfluoronanoic acid (PFNA).

• perfluorooctane sulfonate (PFOS).

• perfluorooctanoic acid (PFOA).

D. KEY PERSONS.

Contractor and Agency agree that each individual specified below is an individual whose special qualifications and involvement in Contractor’s performance of Services form part of the basis of agreement between the parties for this Contract and is an individual through whom Contractor shall provide to Agency the expertise, experience, judgment, and personal attention required to perform Services (“Key Person”). Each of the following is a Key Person under this Contract:

Key Person: TBD

Neither Contractor nor any Key Person of Contractor shall delegate performance of Services any Key Person is required to perform under this Contract to others without first

PROFESSIONAL SERVICES

obtaining Agency’s written consent. Further, Contractor shall not, without first obtaining Agency's prior written consent, re-assign or transfer any Key Person to other duties or positions so that the Key Person is no longer available to provide Agency with that Key Person’s expertise, experience, judgment, and personal attention. If Contractor requests Agency to approve a re-assignment or transfer of a Key Person, Agency shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for the Key Person. Any individual Agency approves as a replacement for a Key Person is deemed a Key Person under this Contract.

2. COMPENSATION.

A. Payment for all work performed under this Contract shall be subject to the provisions of ORS 293.462 and shall not exceed the total yearly maximum sum of $150,000.00, which includes any allowable expenses and any travel and other expense reimbursement when noted below.

B. TRAVEL AND OTHER EXPENSE REIMBURSEMENT.

Agency will not reimburse Contractor for any expenses under this Contract.

C. GENERAL PAYMENT PROVISIONS.

Agency’s Payment: Agency shall pay Contractor for Services performed and Goods delivered at the rates and prices specified in section 2. Contractor shall look solely to Agency for payment of all amounts Agency owes to Contractor. Contractor shall not be compensated by any agency or department of State other than Agency for Services performed and Goods delivered.

1. If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor shall, upon execution of this Contract, deliver to Agency a completed and signed W-8 form, 8233 form, or W-9 form, as applicable, from the Internal Revenue Service (“IRS”), as evidence that Agency is not required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently available at http://www.irs.gov. Agency may withhold payments to Contractor pending Agency's receipt from Contractor of the applicable, completed and signed form. If Agency does not receive the applicable, completed and signed form from Contractor, or if the IRS provides notice to Agency that Contractor's information on the form provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract.

2. Funds Available and Authorized; Payments. Contractor understands and agrees that Agency’s payment of amounts under this Contract is contingent on Agency receiving funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to make payments under this Contract.

http://www.irs.gov/

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D. INVOICES.

1. Interim payments shall be made to Contractor following Agency's review and approval of invoices submitted by Contractor.

2. Contractor shall not submit invoices for, and Agency will not pay, any amount in excess of the maximum compensation amount set forth above. If this maximum compensation amount is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs work subject to the amendment.

Contractor shall notify Agency's Contract Administrator in writing thirty (30) calendar days before this Contract expires of the upcoming expiration of the Contract. No payment will be made for any services performed before the beginning date or after the expiration date of this Contract, as it may be amended from time to time in accordance with its terms.

3. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice.

Contractor will specifically note in the appropriate invoice when one-third and two-thirds of the maximum Contract amount, including expense reimbursement, has been expended. Contractor shall send invoices to Agency’s contract administrator.

5. Contractor shall submit invoices to the Agency Safety Specialist to be approved by the PANG Fire Department Fire Chief for approval prior to payment.

Oregon Military Department Attn: AGP, Safety Specialist 1776 Militia Way SE PO Box 14350 Salem, Oregon 97309-5047

Pricing Schedule:

Note: Per Section D.AMENDMENTS, the Contractor and OMD may negotiate any services and fees not mentioned or established in this contract to ensure all applicable NFPA 1582 requirements are met.

A. Baseline examination for new firefighters (NFPA 1582):

1. Baseline Exam for new firefighters (Ages 18-39): $_____

2. Baseline Exam for new firefighters (Ages 40-64): $_____

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B. Annual examination for existing firefighters (NFPA 1582)

1. Annual Exam for existing firefighters (Ages 18-39): $_____

2. Annual Exam for existing firefighters (Ages 18-39): $_____

C. Return to duty examination (NFPA 1582, 2-5.1 through 2-5.3) $_____

D. PFAS Blood Testing $_____

*Individual Line Item Pricing can be found on ATTACHMENT A: PANG Fire

Fighter Physical Rates 2026*

3. GENERAL TERMS AND CONDITIONS.

A. INTELLECTUAL PROPERTY & OPEN SOURCE; TITLE TO GOODS.

1. Definitions. As used in this Contract, the following terms have the meanings set forth below:

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

b. “Open Source Elements” means any Work Product subject to any open source initiative certified license, including Work Product based upon any open source initiative certified licensed work.

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

d. “Work Product” means all Services and Goods Contractor delivers or is required to deliver to Agency pursuant to this Contract.

2. New Works. All intellectual property rights in the Work Product created by Contractor under this Contract shall be the exclusive property of Agency. All Work Product authored by Contractor under this Contract shall be deemed "works made for hire" to the extent permitted by the United States Copyright Act. To the extent Agency is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in such Work Product. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in Agency.

Contractor forever waives any and all rights relating to such Work Product created under this Contract, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

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3. Contractor Intellectual Property. If intellectual property rights in the Work Product are Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on Agency’s behalf.

4. Third Party Intellectual Property. To the extent Contractor has the authority, Contractor shall sublicense or pass through to Agency all Third Party Intellectual Property. Contractor represents and warrants that it has provided written disclosure to Agency of all Third Party Intellectual Property that must be independently licensed by Agency to fully enjoy the benefit of the Work Product. If Contractor failed to provide such written disclosure, Contractor shall secure on the Agency’s behalf and in the name of the Agency, an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on Agency’s behalf.

5. Open Source Approval and Notice. Any Open Source Elements in the Work Product must be approved in advance and in writing by Agency. If Agency approves the use of Open Source Elements, Contractor shall:

a. Notify Agency in writing that the Work Product contains Open Source Elements;

b. Identify the specific portion of the Work Product that contain Open Source Elements;

and

c. Provide a copy of the applicable license for each Open Source Element to Agency.

B. OTHER REPRESENTATIONS AND WARRANTIES.

1. All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to the Goods delivered under this Contract. Contractor represents and further warrants that:

a. Contractor has the authority to enter into and perform in accordance with this Contract and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms;

b. 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 and perform Services in a timely, professional and workmanlike manner in accordance with standards applicable to Contractor’s industry, trade or profession;

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

d. When used as authorized by this Contract, no Work Product infringes nor will Agency’s use, duplication or transfer of the Work Product infringe any copyright, patent, trade secret or other proprietary right of any third party.

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2. The warranties specified in this section are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and shall be interpreted broadly to give Agency the greatest warranty protection available.

C. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.

1. Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract or to Contractor’s obligations under this Contract, as those laws, regulations and ordinances may be adopted or amended from time to time.

2. Agency’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE products (as defined in ORS 279A.010(1)(ff)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(gg)).

D. AMENDMENTS.

The Agency reserves the right to amend the Contract for the Anticipated Amendments, listed below, in accordance with the rules of OAR 125-246-0560.

A. Circumstances Requiring Amendments. Agency may request Contractor to provide additional quantities of Work in the event the parties expend the maximum, not-to-exceed compensation payable to Contractor, and additional quantities of Work must be performed to meet Agency program needs. Agency may also request Contractor to provide additional quantities of Work that may be required after the expiration date of this Contract to meet Agency program needs or may determine a need for Contractor to perform new Work within the scope of the solicitation, if any, and if no solicitation to the extent permitted by applicable statutes and administrative rules. Also, Agency may request a change in the Statement of Work to conform to legislative or administrative rule requirements, or to meet an operational or practice change. In addition, Agency may decrease the quantity of Work or delete Work, and correspondingly decrease the maximum, not-to-exceed compensation payable to Contractor if Agency program needs are less than originally anticipated by Agency, and/or if legislative action so requires in the exercise of Agency’s reasonable administrative discretion. Agency may also increase the rate payable to Contractor to meet legislative action, changes in applicable rules, operations and practice, changes in the market place or increases in Agency standard payment rates. To address the circumstances described in this Section A, the parties may amend this Contract in accordance with Section B.

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B. Scope of Amendments. During the term of this Contract, one or more of the following amendments may be made to this Contract:

1. Amendments to extend the term of this Contract for additional periods;

2. Amendment to increase the quantity of Work;

3. Amendments to add new Work within the scope of the solicitation, if any, or if no solicitation, to the extent permitted by applicable statutes and administrative rules;

4. Amendments to increase the maximum, not-to-exceed compensation payable to Contractor to cover new Work or additional quantity of Work added to the Contract;

5. Amendments to conform the Work to legislative, administrative rule requirements, operational and practice changes.

6. Amendments to delete Work;

7. Amendments to decrease the maximum, not-to-exceed compensation payable to Contractor; and

8. Amendments to increase the rate payable to Contractor, but only in the circumstances described in Section A.

C. Amendment Process. Upon identification of any of the circumstances set forth in Section A requiring an amendment to this Contract by either party, the parties may enter into negotiations regarding the proposed amendment to this Contract. All amendments will be in writing and approved by both parties.

E. TIME IS OF THE ESSENCE.

Contractor agrees that time is of the essence in the performance of this Contract.

F. FORCE MAJEURE.

Neither Agency nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

G. INSURANCE.

Contractor shall obtain the insurance required under section 4 prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

H. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND

PROFESSIONAL SERVICES

WITHHOLDING.

1. Contractor shall perform all Services as an independent Contractor. Although Agency may (a) determine and modify the delivery schedule for Services to be performed and (b) evaluate the quality of the completed performance, Agency cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing any Services required under this Contract.

Contractor certifies, represents and warrants that Contractor is an independent contractor of Agency under all applicable State and federal law. Contractor is not an "officer", "employee", or "agent" of Agency as those terms are used in ORS 30.265.

2. If Contractor is currently performing work for State or the federal government, Contractor by signature to this Contract represents and warrants: Contractor's performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's performance of this Contract.

3. Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract, and unless required by prevailing federal law or regulations, Agency will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract.

I. INDEMNIFICATION.

1. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD

HARMLESS, AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS,

AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS,

ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY

NATURE WHATSOEVER (“CLAIMS”) RESULTING FROM, ARISING OUT OF, OR

RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS,

EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

2. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE

GENERALITY OF SECTION 3, CONTRACTOR SHALL DEFEND, SAVE, HOLD

HARMLESS AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS,

AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS,

ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES,

INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY

CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE

OR INTANGIBLE ITEM DELIVERED UNDER THIS CONTRACT BY CONTRACTOR

THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR

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FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR AGENCY’S

REASONABLE USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE

SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR

OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY (“INFRINGEMENT

CLAIM”); PROVIDED, THAT STATE SHALL PROVIDE CONTRACTOR WITH

PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

3. STATE SHALL REASONABLY COOPERATE IN GOOD FAITH, AT

CONTRACTOR’S REASONABLE EXPENSE, IN THE DEFENSE OF CLAIMS AND

INFRINGEMENT CLAIMS, AND CONTRACTOR SHALL SELECT COUNSEL

REASONABLY ACCEPTABLE TO THE OREGON ATTORNEY GENERAL TO

DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL BEAR ALL

COSTS OF SUCH COUNSEL. COUNSEL MUST ACCEPT APPOINTMENT AS A

SPECIAL ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE

COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF,

STATE, ITS AGENCIES, OFFICERS, EMPLOYEES OR AGENTS. STATE MAY

ELECT TO ASSUME ITS OWN DEFENSE WITH AN ATTORNEY OF ITS OWN

CHOICE AND AT ITS OWN EXPENSE AT ANY TIME STATE DETERMINES

IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE. SUBJECT TO THE

LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH CLAIMS

AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING

PROVIDED THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS

AND INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF

STATE, WHICH CONSENT SHALL NOT BE UNREASOABLY WITHHELD,

CONDITIONED OR DELAYED.

J. ASSIGNMENT OF ANTITRUST RIGHTS.

1. CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF

OR CAUSE OF ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY

ACCRUE TO CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION

OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY

GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE OF

CARRYING OUT CONTRACTOR’S OBLIGATIONS UNDER THIS CONTRACT,

INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH

LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

2. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO

PERFORM ANY OF CONTRACTOR’S DUTIES UNDER THIS CONTRACT TO

IRREVOCABLY ASSIGN TO STATE, AS THIRD PARTY BENEFICIARY, ANY

RIGHT, TITLE OR INTEREST THAT HAS ACCRUED OR WHICH MAY ACCRUE IN

THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS

646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES

PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT

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THE SUBCONTRACTOR’S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF

THIS CONTRACT, INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL

ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

K. EVENTS OF BREACH.

1. Breach by Contractor: Contractor breaches this Contract if:

a. 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;

b. Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained the license or certificate within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice; or

c. Contractor commits any material breach of any covenant, warranty, obligation or certification under this Contract, fails to perform its obligations under this Contract within the time specified or any extension of that time, and Contractor fails to cure the breach within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice.

2. Breach by Agency. Agency breaches this Contract if:

a. Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure its failure to pay within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice; or

b. Agency commits any material breach of any covenant, warranty, or obligation under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and Agency fails to cure the breach within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice.

L. REMEDIES.

1. State's Remedies: If Contractor is in breach under section 3.K.i, then in addition to the remedies afforded elsewhere in this Contract, State shall be entitled to recover for any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages. State may, at Agency’s option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to:

a. Termination of this Contract under section 3;

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b. Withholding payment of all amounts in Contractor’s invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

c. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; or

d. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor in an amount equal to State’s setoff right, without penalty.

These remedies are cumulative to the extent the remedies are not inconsistent, and State may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that Contractor was not in breach under section 3, the rights and obligations of the parties shall be the same as if this Contract was terminated pursuant to section 3.

2. Contractor's Remedies: If Agency terminates this Contract for convenience under section 3, or if Agency is in breach under section 3 and whether or not Contractor elects to exercise its right to terminate this Contract under section 3, Contractor's sole remedy is one of the following, as applicable:

a. For Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet invoiced, and authorized expenses for Services completed and accepted by Agency less any claims State has against Contractor.

b. For deliverable-based Services, a claim against Agency for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid and any claims State has against Contractor.

If previous amounts paid to Contractor for Services and Goods exceed the amount due to Contractor under section 2, Contractor shall pay the excess amount to Agency immediately upon written demand.

3. ATTORNEYS' FEES.

Except for defense costs and expenses pursuant to section 3, neither Agency nor Contractor is entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to this Contract.

M. TERMINATION.

1. MUTUAL CONSENT: This Contract may be terminated at any time by mutual written consent of the parties.

2. Agency:

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a. Agency may, at its sole discretion, terminate this Contract for its convenience upon 30 days written notice by Agency to Contractor.

b. Agency may, in its sole discretion, terminate this Contract, immediately upon notice to Contractor, or at a later date as Agency may establish in the notice, upon the occurrence of any of the following events:

i. Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for Services;

ii. Federal or state laws, regulations, or guidelines are modified or interpreted in a way that either the purchase of Services by Agency under this Contract is prohibited, or Agency is prohibited from paying for Services from the planned funding source; or

iii. Contractor is in breach under section 3.

Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor under this section 3.

3. Contractor: Contractor may terminate this Contract immediately upon written notice to Agency, or at a later date as Contractor may establish in the notice, if Agency is in breach pursuant to section 3.

N. ACCESS TO RECORDS.

Contractor shall retain, maintain, and keep accessible all records relevant to this Contract ("Records") for minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, the period required by applicable law following Contract termination or full performance, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever ending is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles. During this Record-retention period, Contractor shall permit State, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

O. NOTICES.

All notices required under this Contract shall be in writing and addressed to the party's authorized representative. For State, the authorized representative is the Agency contact person identified in section 7. Contractor's authorized representative is the contact person identified in section 6. Mailed notices are deemed received five (5) days after the post mark date when properly addressed and deposited prepaid into the U.S. postal service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. Notices delivered by personal delivery are deemed received when delivered to the address specified for the receiving party’s authorized representative.

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P. GOVERNING LAW.

The Contract is governed by and construed in accordance with the laws of State, without regard to principles of conflicts of laws. To the extent not modified by the terms of this Contract, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs the Goods sold under this Contract.

Q. VENUE; CONSENT TO JURISDICTION.

Any claim, action, suit or proceeding (collectively, “Proceeding”) between State and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of State for Marion County; provided, however, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN

PERSONAM JURISDICTION OF THESE COURTS AND WAIVES ANY OBJECTION

TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN

INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

R. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.

1. SUBCONTRACTS: Contractor shall not enter into any subcontracts for any of Services required under this Contract without Agency’s prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor with respect to sections 1 and 3. Agency’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

2. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Agency’s prior written consent. Agency’s written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor’s agent.

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

S. THIRD PARTY BENEFICIARIES.

State and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available

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to the public, whether directly, indirectly or otherwise, to third persons unless the third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. Agency is an intended beneficiary of the terms of this Contract.

T. SEVERABILITY.

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular provision held to be invalid.

U. COUNTERPARTS.

This Contract 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 this Contract so executed shall constitute an original.

V. INTEGRATION AND MERGER.

This Contract constitutes the entire agreement between the parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract.

W. AMENDMENTS; WAIVER.

This Contract may be amended to the extent permitted by applicable statutes and administrative rules and as the amendment scope and process may be further described in section 1, Statement of Services. No waiver, consent, or amendment of terms of this Contract shall bind either party unless in writing and signed by Agency and Contractor, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Contract shall not constitute a waiver by State of that or any other provision.

X. SURVIVAL.

In addition to all provisions which by their nature extend beyond Contract termination or full performance, the following provisions shall remain in effect beyond any Contract termination or full performance in sections 2, 3 and 4.

4. INSURANCE.

A. REQUIREMENTS AND AMOUNTS

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Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit prior to performing under this Contract. Contractor shall maintain such insurance in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to Agency. All coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention, and self-insurance, if any.

If Contractor maintains broader coverage and/or higher limits than the minimums shown in this Exhibit, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.

1. WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY:

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017, and provide Workers’ Compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2).

Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain Employers' Liability Insurance coverage with limits not less than $500,000 each accident.

If Contractor is an employer subject to any other state’s Workers’ Compensation law, Contactor shall provide Workers’ Compensation Insurance coverage for its employees as required by applicable Workers’ Compensation laws including Employers’ Liability Insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

As applicable, Contractor shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen’s and Harbor Workers’ Compensation Act.

2. COMMERCIAL GENERAL LIABILITY:

Contractor shall provide Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State of Oregon. This insurance must include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this Contract, and have no limitation of coverage to designated premises, project, or operation. Coverage must be written on an occurrence basis in an amount of not less than $2,000,000 per occurrence and not less than $4,000,000 annual aggregate limit.

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3. AUTOMOBILE LIABILITY INSURANCE:

Contractor shall provide Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

4. PROFESSIONAL LIABILITY:

Contractor shall provide Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract by the Contractor and Contractor’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per claim and not less than $3,000,000 annual aggregate limit.

If coverage is provided on a claims made basis, then either an extended reporting period of not less than 24 months shall be included in the Professional Liability insurance coverage, or the Contractor shall provide Continuous Claims Made coverage as stated below.

5. NETWORK SECURITY AND PRIVACY LIABILITY:

Contractor shall provide Network Security and Privacy Liability Insurance for the duration of this Contract and for the period of time in which Contractor (or its business associates or subcontractor(s)) maintains, possesses, stores, or has access to Agency or client data, whichever is longer, with a combined single limit of not less than $1,000,000 per claim or incident. This insurance must include coverage for third party claims and for losses, thefts, unauthorized disclosures, access or use of Agency or client data (which may include, but is not limited to, Personally Identifiable Information (“PII”), Payment Card Data and Protected Health Information (“PHI”)) in any format, including coverage for accidental loss, theft, unauthorized disclosure access or use of Agency data.

6. PHYSICAL ABUSE AND MOLESTATION INSURANCE:

Contractor shall provide Physical Abuse and Molestation Insurance in a form and with coverage that are satisfactory to the State of Oregon covering damages arising out of actual, perceived, or threatened physical abuse, mental injury, sexual molestation, negligent: hiring, employment, supervision, training, investigation, reporting to proper authorities, and retention of any person for whom the Contractor is responsible including but not limited to Contractor and Contractor’s employees and volunteers. Policy endorsement’s definition of an insured must include the Contractor, and the Contractor’s employees and volunteers. Coverage must be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence and not less than $3,000,000 annual aggregate. Coverage can be provided by a separate policy or as an endorsement to the Commercial General Liability or Professional Liability policies. The limits must be exclusive to this required coverage. Incidents related to or arising out of physical abuse, mental injury, or sexual molestation, whether committed by one or more individuals, and irrespective of the number of incidents or injuries or the time period or area over which the incidents or injuries occur, shall

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be treated as a separate occurrence for each victim. Coverage must include the cost of defense and the cost of defense must be provided outside the coverage limit.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and Excess/Umbrella Insurance may be used to meet the required limits of insurance. When used, all of the primary and umbrella or excess policies must provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The umbrella or excess policies must be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, must be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

If Excess/Umbrella Insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance.

ADDITIONAL INSURED:

All liability insurance, except for Workers’ Compensation, Professional Liability, Directors and Officers Liability and Network Security and Privacy Liability (if applicable), required under this Contract must include an Additional Insured endorsement specifying the State of Oregon, its officers, employees, and agents as Additional Insureds, but only with respect to Contractor’s goods to be delivered and Services to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

Regarding Additional Insured status under the General Liability policy, Agency requires Additional Insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's goods to be delivered and Services to be performed under this Contract. The Additional Insured endorsement with respect to liability arising out of Contractor’s ongoing operations must be on, or at least as broad as, ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on, or at least as broad as, ISO form CG 20 37.

WAIVER OF SUBROGATION:

Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against the Agency or State of Oregon by virtue of the payment of any loss. Contractor shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Agency has received a Waiver of Subrogation endorsement from the Contractor or the Contractor’s insurer(s).

CONTINUOUS CLAIMS MADE COVERAGE:

If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Contractor shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of:

(i) Contractor ’s completion and Agency’s acceptance of all goods and Services required under this Contract, or

(ii) Agency’s or Contractor’s termination of this Contract, or

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

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CERTIFICATE(S) AND PROOF OF INSURANCE:

Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any goods and performing any Services required under this Contract. The Certificate(s) of Insurance must list the State of Oregon, its officers, employees, and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) of Insurance must also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract.

If excess/umbrella Insurance is used to meet the minimum insurance requirement, the Certificate(s) of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance. As proof of insurance, Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements under this Exhibit.

NOTICE OF CHANGE OR CANCELLATION:

Contractor or its insurer shall provide at least 30 calendar days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

INSURANCE REQUIREMENT REVIEW:

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

STATE ACCEPTANCE:

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

5. HEALTH INSURANCE…