ATTACHMENT A

Contract Number 000000 OregonBuys # PO-10000-0000000

STATE OF OREGON

SAMPLE JANITORIAL SERVICES CONTRACT

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

Contractor d.b.a. Facility or Assumed Name

Address Address

Contractor Contract Administrator: (required) Telephone: (required)

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

Services provided under the Contract are for the Agency office located in Lakeview, Oregon

Work to be performed under this Contract relates principally to ODHS’

(Fill in with name of Office, Program, etc.)

(Insert address)

(Insert city, state, zip) Contract Administrator: (Insert Name) or delegate

Telephone: (Required) E-mail address: (Required)

000000-0/initials Page 2 of 41 Janitorial Services for the office located at 108 N “E” Street, Lakeview, Oregon

1. Effective Date and Duration. This Contract shall become effective on the later of: (I) the last date all required signatures in Section 21. “Signatures.”, below have been obtained, or (II) [insert start date] 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 Oregon Department of Administrative Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall expire on [insert end date]. Contract termination shall not extinguish or prejudice ODHS’ right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents.

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

Exhibit A Part 1 Statement of Work Exhibit A Part 2 Payment and Financial Reporting Exhibit A Part 3 Special Provisions Exhibit B Insurance Requirements Exhibit C Contact Information for the Parties The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

2.2. This Contract and the documents listed in Section 2., “Contract Documents.”, Subsection 2.1. above, shall be in the following descending order of precedence:

this Contract less all exhibits, Exhibits A, B, and C.

3. Performance of Services. Contractor shall perform the services (the “Services”) set forth in Exhibit A, Part 1, “Statement of Work” and Exhibit A, Part 3, “Special Provisions.”

The Statement of Work includes the delivery schedule for the Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

4. Compensation.

4.1. Compensation. This Section shall survive expiration or termination of this

Contract. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount].

Agency will not pay Contractor any amount in excess of the maximum not-to-exceed compensation of this Contract and will not pay for Services performed before the Effective Date or performed after the expiration or termination of this Contract. If the maximum not-to-exceed compensation is increased by amendment of this Contract, the amendment must be fully executed and all approval signatures that may be required by applicable law must be obtained before Contractor performs Services subject to the amendment.

4.2. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than Agency. Agency believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Agency’s biennial appropriation or limitation.

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Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

4.3. Adjustment of Prices

4.3.1. Prices may be adjusted during the term of the Contract pursuant to this

Section 4.3, based on changes in the Statement of Work, changes in the costs of performing the Services, or both.

4.3.2. On the basis of the changes described in Section 4.3.1., either Contractor or Agency may request a price adjustment in writing to the other one time per a 12-month period. Requests for adjustments must be submitted at least sixty days prior to the proposed effective date and must include supporting information and documents sufficient to demonstrate that the need for the adjustment is the result of the application of the criteria identified in Section 4.3.1. Prices will not be back dated.

5. Contractor and Agency Personnel. See Exhibit C “Contact Information for the Parties.”

6. Independent Contractor; Responsibility for Taxes and Withholding. This Section shall survive expiration or termination of this Contract.

6.1. Independent Contractor. Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services;

however, Agency 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 Services.

6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS

30.265 or otherwise.

6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such compensation or payments any amount 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.

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6.5. Employer Contributions and Tax Withholdings. Contractor shall be responsible for complying with all applicable state and federal tax laws related to the salary, wages, and benefits paid and provided to Contractor’s employees or subcontractors, or both. Without limiting the foregoing, such compliance may include, without limitation, the payment of contributions and taxes that may be owing to the Internal Revenue Service, the Oregon Department of Revenue, the United States Social Security Administration, the Oregon Employment Department, and the State Accident Insurance Fund.

7. Subcontracts, Successors, and Assignments. This Section shall survive expiration or termination of this Contract.

7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the

Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

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

7.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without Agency’s prior written consent.

8. Representations and Warranties. This Section shall survive expiration or termination of this Contract.

8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

8.1.1. Contractor has the power and authority to enter into and perform this

Contract.

8.1.2. This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms.

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

8.1.4. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

8.1.4.1. All tax laws of this state, including but not limited to ORS

305.620 and ORS chapters 316, 317, and 318;

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8.1.4.2. Any tax provisions imposed by a political subdivision of this state 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;

8.1.4.3. Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor;

and

8.1.4.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

8.1.5. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

8.1.6. Contractor shall, at all times during the term of this Contract:

8.1.6.1. Be in compliance with all applicable license requirements including but not limited to professional, business and corporate licenses and those which are specific to the Services to be provided under this Contract.

8.2. Contractor’s Performance Warranties. Contractor represents and warrants to Agency that:

8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession; and

8.2.2. The Services delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract.

8.3. Warranties cumulative. The warranties set forth in Section 8. are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

9. Ownership of Work Product. Reserved

10. Confidentiality of Information. This Section shall survive expiration or termination of this Contract.

10.1. Contractor acknowledges that it and any subcontractor or their respective employees or agents may, in the course of performing the Services under this Contract, be exposed to or otherwise come into contact with information that is confidential to Agency or Agency clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications, in written, verbal, or electronic form), as well as confidential Social Security Administration (SSA) data, Federal Tax Information (FTI), and Criminal Justice Information Services (CJIS) data, that Contractor, any

000000-0/initials Page 6 of 41 subcontractor or their respective employees or agents may come into contact with in the performance of Services under this Contract is deemed to be confidential information of Agency (“Confidential Information”).

10.1.1. Confidential Information includes, without limitation, any materials and things located in Agency offices, staff cubicles, workstations, desktops, file cabinets, discarded as rubbish, or designated for destruction or recycling. Confidential Information does not to include information that

(a) is or becomes (other than by disclosure by Contractor) publicly known; (b) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract;

(d) is obtained from a source other than Agency without the obligation of confidentiality, (e) is disclosed with the written consent of Agency, or; (f) is independently developed by employees, agents, or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

10.1.2. In the event Contractor performs any Services in a facility where Criminal Justice Information (as defined in the FBI’s CJIS Security Policy located at https://www.fbi.gov/file-repository/cjis_security_policy_v5-9_20200601.pdf/view) is located, Contractor and its employees shall, upon Agency’s request, undergo any and all necessary training and meet all the standards and certification requirements that may be required under applicable state and federal law, including, without limitation, those requirements set forth in Title 28, Part 906 of the Code of Federal Regulations and any CJIS security policies that may be issued by the US Department of Justice from time to time.

10.1.2.1. In the event Contractor performs any Services in a facility where Criminal Justice Information is located, Contractor shall not subcontract such Services nor shall Contractor assign or allow any employee that has not undergone the required training and does not meet the required standards and certifications to perform any Services in any such facility.

10.2. No Authority to Use; Standard of Care.

10.2.1. Contractor agrees that Contractor shall not at any time use disturb, read, copy, reproduce, sell, assign, license, market, transfer, disclose, directly or indirectly, or otherwise dispose of, give, or disclose any Confidential Information or use Confidential Information for any purpose.

Notwithstanding the foregoing, if Contractor determines it is necessary to move or otherwise rearrange any Confidential Information in order to perform the Services, Contractor shall move or otherwise rearrange such Confidential Information only to the extent necessary to perform the Services.

https://www.fbi.gov/file-repository/cjis_security_policy_v5-9_20200601.pdf/view https://www.fbi.gov/file-repository/cjis_security_policy_v5-9_20200601.pdf/view

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10.2.2. Contractor agrees to hold or otherwise handle any Confidential Information it may be exposed to in the performance of Services in confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information but in no event less than reasonable care.

10.2.3. Contractor shall not permit the breach of the confidentiality of this Confidential Information by any employee, agent, or subcontractor, or subcontractor’s employees and agents.

10.2.4. Contractor shall cause its employees, agents, subcontractor, and subcontractors’ employees and agents to comply with Sections 10.2.1 through 10.2.3 above.

10.2.5. Contractor shall use reasonable efforts to assist Agency in identifying and preventing any unauthorized access to or use or disclosure of any Confidential Information.

10.2.6. Without limiting the generality of the foregoing, Contractor shall advise Agency 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 Contract and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person.

10.2.7. Contractor acknowledges that any disclosure of Confidential Information or removal of Agency property or Confidential Information by Contractor or Contractor’s employees, agents, or subcontractors or subcontractors’ employees or agents may be cause for the immediate removal of such person from performing services under this Contract. Such disclosure or removal may result in Contract termination and may result in criminal or civil prosecution.

10.2.8. Contractor shall be liable for all of the State’s costs, losses, settlements, and damages, including but not limited to attorneys’ fees, in any action or suit brought against State arising from the negligent, willful, intentional, or any unauthorized use, release, disclosure, or theft of Confidential Information by Contractor, its employees, agents, or subcontractors, or any combination of or all of them.

10.3 Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, Agency 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 Agency and are reasonable in scope and content.

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

11. Indemnity by Contractor. This Section shall survive expiration or termination of this Contract.

11.1. Claims. Contractor shall defend, save, hold harmless, and indemnify the State of

Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the Scope of Work set forth in this Contract.

11.2. Legal Counsel. If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents under Section11.1, Agency will provide Contractor with prompt written notification of any claim or potential claim of which Agency becomes aware that may be the subject to indemnity. Contractor will have control of the defense and settlement of any claim that is subject to Section 11.1; however, neither Contractor nor any attorney engaged by Contractor will defend the claim in the name of the State of Oregon or any agency of State, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written approval of the Attorney General (which shall not be unreasonably withheld, conditioned, or delayed), nor will Contractor settle any claim on behalf of the State of Oregon without the prior written approval of the Attorney General (which shall not be unreasonably withheld or delayed).

Further, the State of Oregon, 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 of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated;

(ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake;

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

11.3. Damages to State Property and Employees. Contractor is liable for all (i) damages for personal injury, including death, (ii) damage to real property, and

(iii) damage to tangible and intangible personal property suffered by the State of

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Oregon or any of its employees, subcontractors, or agents resulting from, arising out of, or relating to the intentional, reckless, or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract

11.4. CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE

ANY CLAIM REFERENCED IN SECTIONS 11.1 OR 11.3 WITHOUT THE

EXPRESS PRIOR WRITTEN CONSENT OF AGENCY AND THE

ATTORNEY GENERAL FOR THE STATE OF OREGON.

12. Limitation of Liabilities. This Section shall survive expiration or termination of this Contract.

12.1. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION

10, (CONFIDENTIAL INFORMATION) OR (ii) SECTION (INDEMNITY) 11, CONTRACTOR’S LIABILITY FOR DAMAGES FOR ANY CAUSE

WHATSOEVER SHALL BE LIMITED TO ONE AND ONE HALF TIMES

THE MAXIMUM-NOT-TO-EXCEED AMOUNT OF THIS CONTRACT.

12.2. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION 10 (CONFIDENTIAL INFORMATION) , OR (ii) SECTION 11 (INDEMNITY), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST

PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY,

CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

13. Insurance. Contractor shall maintain insurance as set forth in Exhibit B.

14. Default; Remedies; Termination.

14.1. Default by Contractor. Contractor will be in default under this Contract if:

14.1.1. 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

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

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

14.1.4. Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State.

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14.2. Agency’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 14.1, 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:

14.2.1. Termination of this Contract under Section 14.6.2; or

14.2.2. Withholding all monies due for Services and supplies that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively; or

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

14.2.4. Exercise of its right of setoff, and withholding of amounts otherwise due and owing to Contractor, without penalty; or

14.2.5. Undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Services and supplies to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law.

14.3. Remedies Cumulative. This Section shall survive expiration or termination of this Contract. The remedies set forth in Section 14.2 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. If a court determines that Contractor was not in default under Sections 14.1, then Contractor will be entitled to the same remedies as if this Contract was terminated pursuant to Section 14.6.1.

14.4. Default by Agency. Agency will be in default under this Contract if:

14.4.1. Agency fails to pay Contractor any amount pursuant to the terms of this

Contract, and Agency fails to cure such failure within 30 calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

14.4.2. Agency commits any material breach or default of any covenant, warranty, or obligation under this Contract, 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.

14.5. Contractor’s Remedies. In the event Agency terminates this Contract under Section 14.6.1, or is in default under Section 14.4, and whether or not Contractor elects to exercise its right to terminate the Contract under Section 14.6.3, Contractor’s sole monetary remedy will be (i) with respect to Services compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced and authorized expenses incurred and interest, subject to ORS 293.462, and (ii) with respect to Deliverables-based Services, a claim for the sum designated for completing the Deliverables multiplied by the percentage of Services completed and accepted by

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Agency, less previous amounts paid and any claim(s) that Agency has against Contractor. In no event will Agency be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 14.5, Contractor shall immediately pay any excess to Agency upon written demand.

14.6. Termination.

14.6.1. Agency’s Right to Terminate at its Discretion. Agency may terminate this Contract:

14.6.1.1. Upon 30 calendar days’ prior written notice by Agency to

Contractor;

14.6.1.2. Immediately upon written notice by Agency to Contractor if

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

14.6.1.3. Immediately upon written notice by Agency to Contractor if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the Agency’s purchase of the Services under this Contract is prohibited or Agency is prohibited from paying for such Services from the planned funding source.

14.6.2. Agency’s Right to Terminate for Cause. In addition to any other rights and remedies Agency may have under this Contract, Agency may terminate this Contract immediately upon written notice by Agency to Contractor, or at such later date as Agency may establish in such notice, if Contractor is in default under Section 14.1.

14.6.3. Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract immediately upon written notice to Agency, or at such later date as Contractor may establish in such notice, if Agency is in default under Section 14.4.

14.7. Return of Property. This Section shall survive expiration or termination of this Contract. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to Agency all of Agency’s property (including without limitation any supplies for which Agency has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Agency property is expressed or embodied at that time.

14.8. Effect of Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless Agency expressly directs otherwise in such notice of termination. Upon Agency's request, Contractor shall surrender to anyone Agency designates, all documents, supplies or other tangible things needed to complete the Services.

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15. Compliance with Law. This Section shall survive expiration or termination of this Contract.

15.1. Compliance with Law Generally. Contractor shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Contract and the performance of the Services. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act portion of the American Recovery and Reinvestment Act of 2009 (ARRA), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended;

(vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and (xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated.

Agency’s performance under the Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270 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)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

15.2. Compliance with Oregon Tax Laws.

15.2.1. Contractor shall, throughout the duration of this Contract, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes the tax laws described in Section 8.1.4.1 through 8.1.4.4.

15.2.2. Any violation of Section 15.2.1 constitutes a material breach of this Contract. Further, any violation of Contractor’s warranty in Section

8.1.4 of this Contract that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state also constitutes a material breach of this Contract. Any violation entitles Agency to terminate this Contract, to pursue and recover any and

000000-0/initials Page 13 of 41 all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to:

15.2.2.1. Termination of this Contract, in whole or in part;

15.2.2.2. Exercise of the right of setoff, or garnishment if applicable, and withholding of amounts otherwise due and owing to Contractor without penalty; and

15.2.2.3. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. Agency is entitled to recover 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, costs of cure, and costs incurred in securing replacement Services.

15.2.3. 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.

15.3. Reserved.

15.4. Pay Equity.

15.4.1. As required by ORS 279B.235, Contractor shall 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 for this Contract and failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

15.4.2. 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.

16. Governing Law; Venue and Jurisdiction. This Section shall survive expiration or termination of this Contract.

16.1. Governing Law. This Contract is governed by and construed and enforced in accordance with the laws of the State of Oregon without regard to principles of conflicts of law.

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16.2. Venue and Jurisdiction. Any claim, action, suit or proceeding between Agency (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY

CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. In no event may this section be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim, action, suit or proceeding, or (ii) consent by the State of Oregon to the jurisdiction of any court.

17. Miscellaneous Provisions.

17.1. Records Maintenance; Access. This Section shall survive expiration or termination of this Contract. Contractor shall maintain all financial records relating to this Contract 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 Contract (“Records”) in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that Agency and the Oregon Secretary of State's Office and their duly authorized representatives will have access to such financial records and other Records that are pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records and other Records for a minimum of 6 years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

17.2. Foreign Contractor. 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 and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Contractor shall demonstrate its legal capacity to perform the Services under this Contract in the State of Oregon prior to entering into this Contract.

17.3. Force Majeure. Neither Agency nor Contractor may be held responsible for delay or default when such failure or delay is wholly or principally caused by acts or events beyond the applicable party’s reasonable control, including acts of God, acts of civil or military authority, civil unrest, terrorist acts, or other acts of political sabotage, war, floods, wildfires, earthquakes, pandemic or epidemic, or other similar natural disasters. Both parties will, 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.

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17.4. Reserved.

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

Contract.

17.6. Notice. This Section shall survive expiration or termination of this Contract.

Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder must be given in writing by mail, personal delivery, facsimile, or mailing the same, postage prepaid, to the Contractor or Agency at the email address, postal address, or telephone number set forth in this Contract, or to such other addresses or numbers either party may indicate pursuant to this Section. All communications or notices so addressed shall be deemed effective and received when sent as follows:

17.6.1. Via United States Postal Services, first class mail, postage pre-paid shall be deemed effective and received seven calendar days after the date of mailing;

17.6.2. Via facsimile shall be deemed effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours, or on the next business day, if transmission was outside normal business hours of the recipient. To be deemed effective and received against Agency, any notice transmitted by facsimile must be confirmed by telephone notice to Agency’s Contract Administrator;

17.6.3. Via personal delivery shall be deemed effective and received when actually delivered to the addressee’s Contract Administrator; or

17.6.4. Via email shall be deemed effective and received when the sender receives confirmation of delivery, either by return email, or by demonstrating through other technological means that the email has been delivered to the intended email address. To be deemed effective and received against Agency, any notice transmitted by email must be confirmed by telephone notice to Agency’s Contract Administrator.

17.7. No Third Party Beneficiaries. This Section shall survive expiration or termination of this Contract. Agency 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 may be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

17.8. Severability. This Section shall survive expiration or termination of this Contract.

The parties agree that if any term or 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 will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

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17.9. Merger Clause; Waiver. This Section shall survive expiration or termination of this Contract. This Contract and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No waiver, consent, modification or change of terms of this Contract will bind the parties unless in writing and signed by both parties and all necessary State approvals have been obtained. Such waiver, consent, modification or change, if made, will be effective only in the specific instance and for the specific purpose given. The failure of Agency to enforce any provision of this Contract in one instance will not constitute a waiver by Agency of its right to enforce that or any other provision.

17.10. Amendments. This Section shall survive expiration or termination of this Contract. Agency may amend this Contract to the extent permitted by applicable statutes and administrative rules. No amendment to this Contract is effective unless it is in writing signed by the parties, and all approval signatures that are required by applicable law have been obtained.

17.11. Counterparts. This Section shall survive expiration or termination of this Contract. This Contract and any amendments may be executed in several counterparts, all of which when taken together constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract and amendments so executed constitute an original.

17.12. Oregon False Claims Act. This Section shall survive expiration or termination of this Contract. Contractor acknowledges the Oregon False Claims Act, ORS

180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract, that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or Agency under this Contract or any other provision of law.

17.13. Certifications. This Section shall survive expiration or termination of this Contract. The individual signing on behalf of Contractor hereby:

17.13.1. Certifies and swears under penalty of perjury to the best of the individual’s knowledge that: (a) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding,

(ii) 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

000000-0/initials Page 17 of 41 dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (b) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, that Contractor is not in violation of any Oregon tax laws and that for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract, Contractor faithfully has complied with: (i) all tax laws of this state, 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 this state 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 this state 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; (c) Contractor is an independent contractor as defined in ORS 670.600; and (d) the supplied Contractor tax identification numbers are true and accurate;

17.13.2. Certifies that, to the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against any disadvantaged business enterprise, minority-owned business, woman-owned business, business that service-disabled veteran owned or emerging small business certified under ORS 200.055 in obtaining any required subcontracts;

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

17.13.4. Certifies that Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at https://www.treasury.gov/ofac/downloads/sdnlist.pdf.

18. Background Checks:

Without limiting Contractor’s obligations under Section 10.1.2 above, Contractor shall require all of its employees, volunteers, and subcontractors providing Services under this Contract to undergo criminal background checks and cause all such individuals to fully cooperate with Agency to ensure background checks are completed in a timely fashion.

Contractor’s employees, volunteers, and subcontractors assigned to perform Services under this Contract must submit to any background checks at Agency’s request, including criminal and protective service records checks pursuant to ORS 181A.200 and OAR 407-https://www.treasury.gov/ofac/downloads/sdnlist.pdf

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007-0000 through 407-007-0100 and OAR 943-007-0001(1), as such rules may be revised from time to time.

18.1. The criminal background check requirement identified in Section 18.1 and any other similar background checks that may be required under10.1.2 above also apply to Contractor, its owners, managers, and board members regardless if any individual has access to Agency clients, client information, or client funds.

18.2. Contractor shall establish and maintain, in accordance with Section 17.1 above, an individual named personnel file for each individual required to undergo a criminal background check under this Contract and place the results of each criminal background check in the named file of each such individual.

19. Stop-Work Order. Agency 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 Contract 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 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, Agency shall either:

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

19.2 Terminate the work as permitted by either the Default or the Convenience provisions of Section 14., “Default; Remedies; Termination.”

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

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20. Contractor Data and Certification: 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)?

(Check one box): YES NO

Business Designation: (Check one box):

Professional Corporation Nonprofit Corporation Limited Partnership Limited Liability…