SP_Attachment-1_SPPOC.pdf

Attachment 1

STATE OF OREGON

Special Procurement

Purchase Order Contract

SPECIAL PROCUREMENT

PURCHASE ORDER CONTRACT

(SPPOC) NO.

Agency

PO Date

Delivery Date

Special Request #

REQ-10700-

00029042

Contractor Name and Address

Bill To

Contractor FEIN Agency Contact/Phone

Ship To

FOB

Terms

Item

Description

Quantity

U/M

Unit Price

Extended Amt.

Special Terms and Conditions:

Sub Total

Freight

Total

This Special Procurement Purchase Order Contract and the terms and conditions on pages 2-9 constitute the entire Contract between the parties. There are no other understandings, agreements or representations, oral or written.

Authorized Agent/Approved Date

Total

1. PAYMENT: Contractor shall look solely to Agency for payment of all amounts that may be due under this Contract. AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS CONTRACT. Subject to Agency’s acceptance of Goods, payment is due from Agency within 45 calendar days after the date of the invoice.

2. OVERDUE CHARGES: At Contractor’s option, it may assess overdue account charges to Agency up to a maximum rate of two-thirds of one percent per month (8% per annum).

3. PAYMENT ADDRESS: Payments must be sent to the address specified in the Contractor’s invoice.

4. INVOICES: Contractor shall invoice Agency only after delivery of all Goods ordered. Invoices shall be sent to the address provided by Agency for that purpose. Contractor shall include all of the following in its invoice:

4.1. Purchase Order number.

4.2. Goods ordered.

4.3. Date delivered.

4.4. Quantity of Goods delivered.

4.5. The price per item.

4.6. The total amount invoiced.

4.7. The address to which payment is to be sent.

4.8. Additional Taxes (e.g. privilege or vehicle use tax and corporate activity tax) (determined based on the state of purchase).

5. CANCELLATION; INSPECTIONS AND ACCEPTANCE: The Agency may cancel an order in whole or in part before Goods described in the cancelled whole or part are delivered. The Agency has ten (10) calendar days from date of delivery of the entire order within which to inspect and accept or reject the Goods. If the Goods are rejected, the Agency shall provide Contractor with written notice of rejection. Notice of rejection must include itemization of apparent defects, including but not limited to (i) discrepancies between the Goods and the applicable specifications or warranties (including variance from demonstrations or sample characteristics where demonstrations or samples have been provided), or (ii) otherwise nonconforming Goods (including late delivery). If the Agency elects to provide Contractor an opportunity to cure the defects, notice of rejection must also specify such opportunity to cure, and the time period in which such cure must be completed.

5.1. The Agency may elect to have Contractor deliver substitute conforming Goods at no additional cost to the Agency. In such an event, Contractor shall deliver substitute conforming Goods within ten

(10) calendar days of receipt of notice of rejection.

5.2. If the Goods are rejected or acceptance is revoked, Contractor shall refund any Contract payments that have been made with regard to the rejected Goods and shall (at Contractor’s sole cost and expense) remove the Goods within seven (7) calendar days of receiving notice of rejection or revocation of acceptance.

5.3. Nothing contained in Section 5 precludes Agency from other remedies to which it may be entitled upon rejection or revocation of acceptance.

6. REPRESENTATIONS AND WARRANTIES:

6.1. OFFICER STATUS, INSURANCE: Contractor represents and warrants that it is not an “officer,” “employee,” or “agent” of the Agency, as those terms are used in ORS 30.265. Contractor represents and warrants that Contractor has obtained and will maintain during the term of this Contract all insurance required by this Contract.

6.2. WARRANTY ON MATERIALS, DESIGN AND MANUFACTURE: Unless otherwise approved, in writing, by the Agency, Contractor represents and warrants that all Goods are new and unused.

Contractor shall ensure that the manufacturers of all Goods will represent and warrant that the Goods are free from defects in materials, design and manufacture.

6.3. WARRANTY ON SERVICE STANDARDS: Contractor warrants that all services required to be performed, if any, shall be performed in a good and workmanlike manner in accordance with the highest standards prevalent in the industry.

6.4. WARRANTY OF TITLE: Contractor represents and warrants that all Goods are free and clear of any liens or encumbrances, that Contractor has full legal title to the Goods, and that no other person or entity has any right, title or interest in the Goods that is superior to or infringes upon the rights granted to the Agency under this Contract.

6.5. WARRANTY ON SAFETY AND HEALTH REQUIREMENTS: Contractor represents and warrants that Goods provided under this Contract comply with all applicable federal health and safety standards, including but not limited to, Occupational Safety and Health Administration (“OSHA”), and all Oregon safety and health requirements, including, but not limited to, those of the Oregon Consumer and Business Services Department.

6.6. MANUFACTURER WARRANTIES: Contractor shall have all manufacturer warranties covering the

Goods and component parts, if any, transferred to the Agency, and provide warranty documents to the Agency, at time of delivery at no charge.

6.7. WARRANTIES CUMULATIVE: The warranties set forth in this Section 6 are in addition to, and not in lieu of, any other warranties provided in this Contract. All warranties provided in this Contract are cumulative and are intended to afford the Agency the broadest warranty protection available.

7. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:

7.1 LAWS AND REGULATIONS: Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract as they may be adopted or amended from time to time.

7.2 STATUTORY TERMS: 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 into this Contract by reference. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

7.3 NONCOMPLIANT GOODS: In the event of a conflict between the specifications in this Contract and applicable federal or State law, the law will prevail. Contractor shall make any modifications required to achieve compliance with law. When Contractor is notified or becomes aware of any required modifications, Contractor shall immediately notify DAS PS and Agency.

7.4 RECALLED GOODS OR COMPONENTS: In the event any Goods or component parts are recalled by a regulatory body or the manufacturer, or discovered by Contractor not to be in compliance with the applicable specifications, Contractor shall immediately notify DAS PS and the Agency, of the recall or non-compliance, and shall provide copies of the notice or other documentation. Upon notification, Agency may elect to do any of the following:

a) Reject the Goods.

b) Revoke its acceptance of the Goods.

c) Require Contractor to complete necessary modifications, where applicable, in a timely manner, at no charge to the Agency.

d) Terminate the Contract in its entirety or with respect to the recalled or noncompliant Goods.

In the event of rejection or revocation of acceptance under this subsection, Contractor shall promptly remove the Goods at its sole cost and expense, and shall reimburse Agency for any payments made.

8. FOREIGN CONTRACTOR: If the amount of the Contract exceeds ten thousand dollars ($10,000), and if Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue (“ODR”) all information required by the ODR relative to the Contract. Agency may withhold final payment under the Contract until Contractor has met this requirement.

9. SAFETY DATA SHEET: As applicable, Contractor shall provide Agency with a Safety Data Sheet (SDS) for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use 29 CFR 1910.1200(g)(6)(iii). Contractor shall label, tag or mark such Goods.

10. TIME IS OF THE ESSENCE: Time is of the essence for performance of Contractor’s performance obligations under this Contract.

11. FORCE MAJEURE: Neither Agency nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

Agency may terminate this Contract upon written notice to Contractor after reasonably determining that such delay or default will likely prevent successful performance of the Contract within an acceptable time period.

12. FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: Payment Obligations under this Contract are conditioned upon Agency’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract. At the time the purchase order or Special Procurement Purchase Order Contract was issued, Agency had sufficient funds available and authorized to make payments under this Contract.

13. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING:

13.1 Contractor is an independent contractor. Although the Agency reserves the right (i) to determine (and modify) the delivery schedule for the Goods and (ii) to evaluate the quality of 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 obligations required by this Contract.

13.2 Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, Agency will not withhold from such compensation or payments any amount(s) 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 or payments paid to Contractor under this Contract, except as a self-employed individual.

14. INDEMNIFICATION:

14.1 Contractor shall defend, save, hold harmless, and indemnify the Agency, the State of Oregon and its officers, employees and agents from and against all claims, suits, actions, proceedings, losses, damages, liabilities, awards and costs of every kind and description (including reasonable attorney’s fees and expenses at trial, on appeal and in connection with any petition for review) (collectively, “claim”) which may be brought or made against any Agency, the State, or their agents, officials, employees and arising out of or related to (i) any personal injury, death or property damage caused by any alleged act, omission, error, fault, mistake or negligence of Contractor, its employees or agents, (ii) any act or omission by Contractor that constitutes a material default of this Contract, including without limitation any breach of warranty, or (iii) the infringement of any patent, copyright, trade secret or other proprietary right of any third party by delivery or use of the Goods. Agency or the State shall promptly notify Contractor in writing of any claim of which Agency or State becomes aware. Contractor’s obligation under this Section shall not extend to any claim to the extent caused by

(i) the negligent or willful misconduct of Agency, or (ii) Agency’s modification of Goods without Contractor’s approval and in a manner inconsistent with the purpose and proper usage of such Goods.

14.2 The Oregon attorney general must give written authorization to any legal counsel purporting to act in the name of, or represent the interests of, the State or its officers, employees and agents prior to such action or representation. Further, the State, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State’s sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending or able to defend the interests of the State, its officers, employees or agents; (iii) important governmental interests are at stake; or

(iv) the best interests of the State are served thereby. Contractor’s obligation to pay for all costs and expenses shall include those incurred by the State in assuming its own defense and that of its officers, employees, or agents under clauses (i) and (ii) above.

15. DEFAULT:

15.1 BY CONTRACTOR: Contractor is in default under 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 Contractor’s obligations under this Contract; or

c) Contractor commits any default of any covenant, representation, warranty, obligation or certification under this Contract, provided however that Contractor may cure the default within the period specified in Agency’s notice of default when Agency determines the default is curable by Contractor within an acceptable time period.

15.2 BY AGENCY: Agency is in default of this Contract if:

a) Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure such failure within ten (10) business days after delivery of Contractor’s notice of such failure or such longer period as Contractor may specify in such notice; or

b) Agency commits any default of any covenant, warranty, or obligation under this Contract and such default is not cured within ten (10) business days after delivery of Contractor’s notice of default or such longer period as Contractor may specify in such notice.

16. REMEDIES:

16.1 AGENCY’S REMEDIES: If Contractor is in default under Section 15.1, in addition to the remedies afforded elsewhere in this Contract, the Agency may recover any and all damages suffered as the result of Contractor’s default, including but not limited to direct, indirect, incidental and consequential damages, as provided in ORS 72.7110 to 72.7170. Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

a) Termination of the Contract as provided in Section 17.2.

b) Withholding all monies due for invoiced Goods or services that Contractor 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; and

These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

16.2 CONTRACTOR’S REMEDIES: If Agency terminates this Contract, or if Agency is in default under

Section 15.2 and whether or not Contractor elects to exercise its right to terminate this Contract under Section 17.3, Contractor’s sole remedy is: (a) A claim against Agency for the unpaid purchase price for Goods delivered and accepted by Agency, (b) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked but not yet billed and authorized expenses for services completed and accepted by Agency, and (c) with respect to deliverable-based services, a claim 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 claim(s) which Agency has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Agency upon written demand.

17. TERMINATION:

17.1 BY MUTUAL CONSENT: This Contract may be terminated at any time by mutual written consent of Agency and Contractor.

17.2 RIGHTS OF AGENCY. Agency may, at its sole discretion, terminate this Contract for convenience with thirty (30) days’ written notice. Agency may terminate this Contract immediately upon notice to Contractor, or at such later date as Agency may establish in such notice, upon the occurrence of any of the following events: (a) Agency fails to receive funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract; (b) federal or state laws, regulations, or guidelines are modified or interpreted in such a way so as to prohibit either the purchase of the Goods by Agency under this Contract or Agency’s payment for such Goods from the planned funding sources; provided, however, nothing contained in the foregoing shall relieve or release Agency’s obligation to make payment to Contractor for goods and services delivered by Contractor to Agency, and accepted by Agency, prior to the effective date of the modification described in this subsection (b); or (c) Contractor is in default of this Contract under Section 15.1. Upon receipt of written notice of termination, Contractor shall stop performance under this Contract if and as directed by Agency.

17.3 RIGHTS OF THE CONTRACTOR: Contractor may terminate this Contract with ten (10) days’ written notice to Agency, if Agency is in default of this Contract as described in Section 15.2.

18. ACCESS TO RECORDS: Contractor shall retain, maintain, and keep accessible all records relevant to this

Contract (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will also be kept in accordance with Generally Accepted Accounting Principles (“GAAP”). During the record-retention period established in this Section, Contractor shall permit DAS PS, the Agency, their duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

19. NOTICES: Except as otherwise expressly provided in this Contract, any communications between the parties, or notices to be given under this Contract, are effective only if given in writing by personal delivery, email or United States Postal Service, postage prepaid, to the party’s authorized representative. For Agency, the authorized representative and the address or number for notices or communications to be given to that authorized representative are as identified in the Special Procurement Purchase Order Contract or as later indicated by Agency pursuant to this Section. For Contractor, the authorized representative and the address or number for notices or communications to be given to that authorized representative as identified in the Special Procurement Purchase Order Contract or as later indicated by Contractor pursuant to this Section.

Any communication or notice via the United States Postal Service is deemed given five (5) days after mailing. Any communication or notice by personal delivery is deemed given immediately upon such delivery. Any communication or notice by email is deemed given when the recipient, by an email sent to the email address for the sender or by a notice given by another method in accordance with this Section, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Section.

20. GOVERNING LAW: This Contract is governed by and construed in accordance with the laws of the State of

Oregon, without regard to principles of conflicts of laws.

21. STATE OF OREGON CONTRACT VENUE; CONSENT TO JURISDICTION: Any claim, action, suit or proceeding (collectively, “Claim”) between an Agency that is an agency of the State of Oregon and

Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then 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 SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM.

Nothing herein shall be construed as a waiver of the State’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.

22. SURVIVAL: The following provisions survive termination or expiration of this Contract: Sections 6, 7.1, 7.4, 13, 14, 15, 16, 18, 20, 21, 22; the paragraph in Insurance Requirements bearing the caption “TAIL COVERAGE”; and any other provision that by its nature would reasonably be expected to survive termination or expiration.

23. 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 the Contract did not contain the particular provision held to be invalid.

24. ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS: Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the Agency. Further, no such written approval shall relieve Contractor of any obligations under the Contract, and any assignee, transferee, or delegate shall be considered the agent of Contractor. The provisions of this Contract are binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

25. MERGER CLAUSE; AMENDMENT; WAIVER: This Contract constitutes the entire agreement between

Contractor and Agency on the subject matter of this Contract. There are no understandings, agreements, or representations, oral or written, not specified in this Contract on the subject matter of this Contract. No amendment of this Contract is valid unless it is in writing and signed by the parties. No waiver or consent is effective unless in writing and signed by the party against whom it is asserted. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of the Agency to enforce any provision of this Contract is not a waiver by Agency of that or any other provision.

26. ASSIGNMENT OF ANTITRUST RIGHTS. Contractor irrevocably assigns to the State Of Oregon any claim for relief or cause of action which the Contractor now has or which may accrue to the 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 the Contractor for the purpose of carrying out the Contractor's obligations under this Contract, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's duties under this Contract to irrevocably assign to the State of Oregon, 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 the subcontractor's obligations to the Contractor in pursuance of this Contract, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action.

INSURANCE REQUIREMENTS

Contractor shall obtain at Contractor’s expense the insurance specified in this Contract prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail 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 State and that are acceptable to Agency. 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.

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.

COMMERCIAL GENERAL LIABILITY:

Required Not required

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

AUTOMOBILE LIABILITY INSURANCE:

Required Not required

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 $2,000,000 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.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.

ADDITIONAL INSURED:

All liability insurance, except for Workers’ Compensation, Professional 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, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.

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 will obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Agency has received a waiver of subrogation endorsement from the Contractor or the Contractor’s insurer(s).

TAIL COVERAGE:

If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and Agency’s acceptance of all Services required under this Contract, or, (ii) Agency or Contractor termination of contract, or, iii) The expiration of all warranty periods provided under this Contract.

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) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract.

NOTICE OF CHANGE OR CANCELLATION:

The Contractor or its insurer must provide at least 30 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 Contract.