ATT A_SAMPLE CONTRACT.doc

STATE OF OREGON TRADE SERVICES CONTRACT

(GOVERNOR’S RESIDENCE)

This Contract, made by and between the State of Oregon, acting by and through the Department of Administrative Services, Enterprise Goods & Services Division, Procurement Services (“DAS PS”), on behalf of the Department of Administrative Services, Enterprise Asset Management Division, hereinafter called Agency “Agency”, and

FAX:

EMAIL:

Hereinafter called “Contractor”.

Contractor, in consideration of the sums to be paid by the Agency, in the manner and at the times hereinafter provided, and of the other covenants and agreements herein contained, hereby agrees, for himself, his heirs, administrators, and successors, and assigns, to provide all labor and materials, transportation, equipment and services necessary to do the following work:

· To perform Indoor Plant Maintenance Services at Mahonia Hall (Governor’s Residence) (the “Services”) on a weekly basis to ensure cleanliness and that the plants are always free of pests and unsightly or damaged leaves.

Continued to next page.

The Statement of Services, including requested Services to be worked, Standard Contract Terms and Conditions for Services, and Insurance Requirements, are included in the following exhibits and attachments, attached hereto and incorporated by this reference.

EXHIBIT A:

Statement of Services

EXHIBIT B:

Standard Contract Terms and Conditions for Services

EXHIBIT C:

Insurance Requirements

EXHIBIT D:

Schedule of Prices EXHIBIT E: Plant Inventory

EXHIBIT F:

Contract’s Key Persons’ Contact Information This Contract is in effect as of the date on which it has been signed by all the parties and all governmental approvals necessary for execution have been obtained (“Effective Date”). The initial term is two (2) years (“Initial Term”), and will expire on TBA 2024. This Contract may be amended for up to eight (8) additional terms, provided that the total Contract term does not extend beyond ten (10) years from the Effective Date, or that the maximum Note-to-Exceed dollar amount does not exceed $150,000.00, whichever comes first. The work to be performed under this Contract is not authorized until after the Effective Date of the Contract and receipt of insurance certificates by the Agency.

Contractor, its subcontractors, if any, and all employers working under this Contract are subject employers under the Oregon Workers’ Compensation coverage for all their subject workers.

Agency shall pay Contractor for the performance of the Services described in Exhibit A – Statement of Services (the “Services”) on the basis of the following: A flat rate fee for the Services performed weekly under this Contract is listed in Exhibit D – Schedule of Prices, and shall be paid on a monthly basis, upon acceptance by the Agency.

PREVAILING WAGE RATES (BOLI)

This Project WILL NOT be subject to Prevailing Wage Rates.

CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants to Agency that:

1.

Contractor has the power and authority to enter into and perform this Contract. Contractor has knowledge regarding Contractor’s payment of taxes, and to the best of his/her knowledge, that Contractor is not in violation of any Oregon tax laws.

2.

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

3.

Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract, 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.

4.

Any goods and equipment delivered to Agency under this Contract, and Contractor’s Services rendered in the performance of Contractor’s obligations under this Contract, shall be provided to Agency free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind.

5.

The warranties set forth in this Contractor’s Representations and Warranties section are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract. All warranties are cumulative and shall be interpreted broadly to give the Agency the broadest warranty protection available.

CONTRACTOR’S COMPLIANCE WITH TAX LAWS

1. Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, “tax laws” includes all the provisions described in Contractor’s Representation and Warranties, section 3(i) through (iv), of this Contract.

2. Any violation of subsection 1 of this section shall constitute a material breach of this Contract. Further, any violation of Contractor’s warranty, in Contractor’s Representation and Warranties, section 3, 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 shall constitute a material breach of this Contract. Any violation shall entitle Agency to terminate this Contract, to pursue and recover any and 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:

(i) Termination of this Contract, in whole or in part.

(ii) 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; and

(iii) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. Agency shall be 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 a replacement contractor.

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.

PAY EQUITY

As required by [ORS 279B.235 or ORS 279C.520], 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 of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

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.

OREGON FALSE CLAIMS ACT

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.

CERTIFICATIONS

The individual signing on behalf of Contractor hereby:

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 dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (b) Contractor is an independent contractor as defined in ORS 670.600; and (c) the supplied Contractor tax identification numbers are true and accurate;

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 owns, or emerging small business certified under ORS 200.055 in obtaining any required subcontracts;

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.

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.

THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES ON THE SUBJECT MATTERS ADDRESSED HEREIN. THE TERMS OF THIS CONTRACT CANNOT BE WAIVED, ALTERED, MODIFIED, SUPPLEMENTED OR AMENDED, IN ANY MANNER WHATSOEVER, EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES AND CONTAINING ALL REQUIRED STATE OF OREGON APPROVALS. ANY SUCH WAIVER, ALTERATION, MODIFICATION, SUPPLEMENTATION OR AMENDMENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, REGARDING THIS CONTRACT EXCEPT AS CONTAINED, INCORPORATED, OR REFERENCED HEREIN. CONTRACTOR, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS CONTRACT, UNDERSTANDS THIS CONTRACT, AND AGREES TO BE BOUND BY ALL OF THIS CONTRACT’S TERMS AND CONDITIONS.

SIGNATURES

In witness whereof, the parties hereto have made, executed, and delivered this Contract Amendment, this day and year.

CONTRACTOR –

STATE OF OREGON –

(INSERT CONTRACTOR’S NAME)

DEPARTMENT OF ADMINISTRATIVE SERVICES

ENTERPRISE ASSET MANAGEMENT

BY:

PRINTED NAME:

PRINTED NAME: TRAVIS STITZEL

TITLE:

OPERATIONS & MAINTENANCE MANAGER

DATE:

STATE OF OREGON –

OREGON DEPARTMENT OF JUSTICE

DEPARTMENT OF ADMINISTRATIVE SERVICES

APPROVED AS TO LEGAL SUFFICIENCY

ENTERPRISE GOODS AND SERVICES

PROCUREMENT SERVICES

NOT APPLICABLE

PRINTED NAME:

PROCUREMENT MANAGER

EXHIBIT A

Statement of Services Project Description; FACILITY

1.1 PROJECT DESCRIPTION

1.1.1 Contractor shall provide all labor, supervision, tools, materials, equipment, supplies, travel, transportation, parking, and expertise to perform Interior Plant Maintenance (“the Services”) at Mahonia Hall (Governor’s Residence) (“Residence”) in Salem, Oregon.

1.1.2 Services shall be performed on a weekly basis (see Section 5.1.2 – SERVICE SCHEDULE).

1.1.3 Agency owns all currently existing indoor plants and containers, with the exception of select personal plants owned by the Residents.

1.1.4 Services shall focus on a professional horticultural program for maintaining the health and appearance of all interior plants, including replacement of plants as needed and as requested.

1.1.5 Services shall be provided by trained plant care and maintenance service technician(s).

1.2 FACILITY. The building subject to this Contract is the Mahonia Hall (known as the Governor’s Residence), located at 533 Lincoln Street S, Salem, OR 97302.

1.2.1 This Facility is a four (4) story Residence and is approximately 11,409 square feet.

1.2.2 This is a high-profile Residence, hosting many official and private functions, and entertaining many dignitaries and politicians from Oregon and other States in the United States, along with international guests on occasion, as befits the workings of Oregon State government. The purpose of the Services is to always keep the Residence as full of bloom and color as possible for a very pleasing and professional atmosphere to be enjoyed by residents and guests alike.

PARTIES TO THIS CONTRACT; KEY PERSONNEL

2.1 PARTIES TO THIS CONTRACT

2.1.1 STATE OF OREGON, AS LISTED:

2.2.1.1 Department of Administrative Services, Enterprise Asset Management Division (“DAS EAM” or Agency”);

2.1.2 CONTRACTOR, AS LISTED:

2.2.2.1 ____________________________ (“Contractor”).

2.3 KEY PERSONNEL

2.3.1 Agency shall provide to Contractor a list of Contractor’s Key Persons and Contact Information which contains all of the key persons involved in the management of this Contract. This document shall be attached to this Contract as EXHIBIT F – Key Persons’ Contact Information and incorporated herein by this reference.

2.3.2 At various times as shall become necessary, Agency shall update and keep current Exhibit F – Key Persons’ Contact Information if key personnel change during the life of this Contract. Contractor shall also inform Agency should any key personnel change. Such communications can be communicated via email. Any such revisions to Exhibit F shall be copied and placed with the Contract file for reference. Written Amendment shall not be necessary for updates to this information.

DEFINITIONS OF TERMS

3.1 “Agency" or "Authorized Purchaser" means State of Oregon Department of Administrative Services, Enterprise Asset Management Division (or "DAS EAM").

3.2 “DAS EAM Contracts Manager” means the person identified in Exhibit F.

3.3 "DAS EAM" means Department of Administrative Services Enterprise Asset Management (“Agency" or "Authorized Purchaser'').

3.4 “Goods” means supplies, equipment, parts or materials, plants or inventory, and any personal property, including any tangible, intangible and intellectual property and rights and licenses in relation thereto, that an Authorized Purchaser is authorized by law to procure.

3.5 "OAR" means the Oregon Administrative Rules.

3.6 "ORS" means the Oregon Revised Statutes.

3.7 “Residence” means the Facility identified in Section 1.2.

3.8 “Residence Manager” means the DAS EAM staff person responsible for the maintenance of the Residence.

3.9 "Services" means the services that Contractor is required to perform under this Contract. Services include all labor, materials, transportation, parking, equipment and permits (if necessary) as described in EXHIBIT A – STATEMENT OF THE SERVICES.

3.10 "State" means the State of Oregon.

3.11 "Written" or "Writing" means conventional paper documents, whether handwritten, manuscript or printed, in contrast to spoken words. It also includes facsimile documents or electronic transmissions to the extent permitted by this Contract.

4 BACKGROUND

4.1 The Maintenance Section of the Department of Administrative Services, Enterprise Asset Management Division (“Agency”) provides building maintenance and repair services including electrical, HVAC and building security services to all State-owned and operated buildings in Eugene, Clackamas, Hillsboro, Pendleton, Portland, Salem and Wilsonville, Oregon.

4.2 Agency owns and operates this Facility on behalf of the State. As an additional maintenance Service, Agency uses a private Contractor for recurring interior plant maintenance in public areas of the Residence and prefers local plants from local nurseries. Any cut flowers or exotic plants are not included in this Contract and are paid for separately by the Governor’s budget or Governor’s family.

5 PROJECT SPECIFICATIONS

All requests for additions or modifications to previously ordered Services must be communicated in writing and approved by Agency via executed amendment before Contractor begins work. All Services shall be ordered from this Contract. There is no guarantee of the quantity of Services requested.

5.1 WEEKLY SERVICES

Service functions and procedures include, but are not limited to:

5.1.1 Weekly Maintenance of Interior Plants. Contractor shall perform services on a weekly basis to ensure cleanliness and that plants are always free of pests and unsightly or damaged leaves.

5.1.2 SERVICE SCHEDULE. Services will be scheduled between or during the hours of 9:00 AM to 12:00 PM (Noon), on Wednesday of each week, but may be rescheduled as needed if there are schedule conflicts with the Residents and/or other business scheduled at the Residence. Work is scheduled at non-peak hours of the day to minimize disturbance to Residents and visitors to the Residence.

5.1.3 Watering. Inspect soil moisture levels and replenish as necessary to meet requirements of plants.

5.1.4 Pest and Disease Control. Inspect for soil and foliar insect pests, diseases, and other such infestations. Take action and treat before there is any sign of damage. Treat all plants for fungus gnats with both a systemic and contact pesticide to prevent outbreaks as required. Upon request, the Contractor shall furnish the Project Manager with documentation of such compliance.

5.1.5 Material Safety Data Sheets (MSDS). Provide MSDS information to the DAS EAM Contracts Manager on all chemicals used in the Residence. Approval for chemical use shall be the responsibility of DAS EAM.

5.1.6 Pruning. Prune each species in accordance with the particular variety’s needs.

5.1.7 Fertilization. Regularly inspect the various species and, at the proper time, apply the type and amount of fertilization required to promote lush, green foliage.

5.1.8 pH levels. A least one (1) time per year, test soil pH levels and make necessary adjustments to bring levels into the acceptable range for each potted plant on a year-round basis.

5.1.9 Rotation of Plants. Rotate plants as necessary, relative to any predominant light source, in order to maintain attractive shape. All plants must retain an upright position without stakes.

5.1.10 Cleaning. All foliage will be cleaned, trimmed, and kept free of dust and dirt. Clean decorative containers and remove debris from soil surface as required at each visit. Clean floor and tabletops where plants are located cleaned from any debris from the potted plants.

5.1.11 Silk Plant Cleaning. Clean the silk plants during each weekly service, if needed.

5.1.12 Checking Soil Levels. Maintain proper growing medium nutrient levels and add new soil as necessary.

5.1.13 Environmental Knowledge. Monitor light conditions, humidity, and temperature.

5.1.14 Preventive Maintenance. Perform preventative maintenance to avoid potential problem areas.

6 SEASONAL AND SPECIAL OCCASION DECORATIONS

6.1

SEASONAL DECORATIONS

6.1.1 Contractor shall furnish and install plants to enhance seasonal decorations as requested by the Residence Manager, including but not limited to live plants and potted trees.

6.1.2 Upon request, Contractor shall furnish a quote for any such plants for seasonal and/or special occasion decorations to the Residence Manager. If approved in writing, Contractor shall invoice as per Section 8 below.

6.1.3 Contractor may suggest a different design each season for continued variety, which may be approved by the Residence Manager prior to being implemented.

6.1.4 At the end of the Season, Contractor will dispose of the plants as directed by the Residence Manager. Contractor will remove plants from Mahonia Hall and discard them appropriately.

7 SPECIAL OCCASIONS

7.1 Optionally, as requested by the Agency or by the Residents, Contractor shall furnish and install plants to enhance the Residence for State functions at other times of the year.

8 INVOICING FOR SEASONAL AND SPECIAL OCCASION DECORATIONS

8.1 Seasonal and Special Occasion plants and/or decorations requested by the Residence Manager shall be priced as separate line items on monthly invoices for the applicable months they are incurred, and as authorized by Agency.

9 FOLIAGE PLANT STANDARDS

9.1 All plants shall be maintained to be symmetrical, healthy, vigorous, well branched, and densely foliated. All foliage shall be free from disease, insect pests, eggs, or larvae, and shall have healthy, well-developed root systems. Plants shall be free from physical damage or adverse conditions that would prevent the plant from thriving.

9.2 Plants shall be true to species and variety and shall conform to the minimum height, width and pot size ratios based upon the current plant inventory (see Exhibit C). Plants larger than specified may be suggested by Contractor but shall not be used unless approved by the Residence Manager, at no additional cost to the State.

9.3 Plants shall be measured when branches are in their normal position. Height and spread dimensions refer to the main body of the plant and not from branch tip to branch tip. Measurements specified are the minimally acceptable size and shall be the measurements after pruning (where pruning is required).

9.4 Plants that meet the measurement specified but do not possess a normal balance between height and spread will be rejected. No plant will be accepted that requires permanent staking to keep in an upright position.

10 INSTALLATION; PLANT REPLACEMENT POLICIES

10.1 The Residence must be left clean of litter and debris when the Services have been completed each week.

10.2 All planting and preparation of the plants shall be done at Contractor’s place of business, or in a predetermined area of the Residence, as approved by Residence Manager.

10.3 Contractor may propose changes in plants at any time throughout the year for the Residence to enhance current décor or to change the look of the surrounding area with new plants. Such proposals shall be sent to the Residence Manager for review and/or approval and shall include an itemized Cost Estimate of the suggested recommendations. Substitution or changing of plant materials, beyond the normal maintenance, shall not be permitted unless authorized in writing by DAS EAM. If approved, Contractor shall itemize the accepted proposed changes as a separate line item(s) on its monthly invoices.

10.4 All plant replacements must be installed on a timely basis. Residence Manager will expect prompt replacement of any plant that is not of quality standards. Replaced plants must be removed from the Residence and will not be turned over to State staff.

10.5 Upon completion of plant installation or replacement, Residence Manager and Contractor shall inspect the installation or replacement of the plant(s). Deficiencies shall be corrected by the Contractor at no additional cost to the State, prior to final approval and any invoice being paid.

10.6 Contractor shall understand basic design concepts and principles in combination with horticultural benefits and follow proper guidelines throughout the Residence.

10.7 Contractor shall never remove plants or decorative containers off Residence premises due to decline or neglect without written approval from Residence Manager.

10.8 Contractor will not be held liable for plants that have suffered visible physical abuse, theft, temperature extremes, or inadequate care by unauthorized personnel. Contractor must document this information the day of the noticed occurrence and communicate with Residence Manager. Contractor may suggest solutions to correct or replace any damaged plants in an itemized Cost Estimate for replacement.

11 PLANT REPLACEMENT

11.1 Contractor shall not replace any plant(s) which deteriorates in health and appearance so as to become of a lesser specification, grade and value from that which was originally installed, without first consulting or notifying the Residence Manager and confirmed in writing.

11.2 Either Contractor or Residence Manager may make the decision to replace if it is determined there is a need, however, all replacements must be approved by the Residence Manager. Upon approval, Contractor shall perform any such replacement(s). Upon suggestion by Contractor, Residence Manager will review and may authorize replacement.

11.3 Turnaround time for replacements is a maximum of two (2) weeks and may be less to maintain quality standards for the Residence at all times

11.4 Invoicing for Plant Replacement

11.4.1 Contractor shall itemize the accepted proposed change(s) as a separate line item(s) on its monthly invoice.

12 COMMUNICATION PROCEDURES

12.1 Contractor shall meet with Residence Manager (or designee) as needed or as requested to communicate ongoing issues, problems, and progress with projects within the Residence. Email or phone communications are also acceptable.

12.2 For questions or issues related to this Contract, Contractor shall contact the DAS EAM Contracts Manager directly.

13 ADMINISTRATION

13.1 All inventories, including Seasonal plants, must be provided in a format such as that provided on Exhibit E – Plant Inventory, and shall be updated biannually. Current inventory counts shall be provided to DAS EAM Contracts Manager upon request.

14 COMPENSATION

14.1 Services will be paid for at the monthly price stated in the Contract, Exhibit D – Schedule of Prices, upon completed work and acceptance of the Services performed by DAS EAM. Payment will be full compensation for the completion of all work in a satisfactory manner. Agency will pay all accurate, properly submitted, uncontested invoices within forty-five (45) days of receipt.

14.2 PRICING. Agency will pay Contractor at the rate listed in Exhibit D for Services performed. Agency will not pay Contractor any amount in excess of that sum for completing the Services and will not pay for Services performed before the date this Contract becomes effective or after the termination of this Contract. If the compensation or hourly rate is increased by amendment of this Contract, the amendment must be fully executed by all Parties before Contractor performs Services subject to the amendment.

14.2.1 Agency will pay only for completed Services that are accepted by the Agency.

14.3 EXPENSES. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services, including travel expenses, except as authorized in the Statement of Services. Any such authorized travel expenses must comply with the Oregon Statewide Travel Policy:

http://www.oregon.gov/DAS/CFO/SARS/policies/oam/40.10.00.pdf.

14.4 INVOICES. Within (30) calendar days following the end of each month, Contractor shall submit invoices to Agency for Services performed and requested (i.e., Monthly Services and/or Seasonal and Special Occasion Services) and shall be sent to the “SUBMIT INVOICES TO” contact listed on EXHIBIT F – KEY PERSONNEL.

14.5 Each invoice must describe all Services performed; must reference the Contract number, and the Agency’s Internal Reference B number; and must itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement, including all plant replacements. See Section 17.

15 Method of Invoicing

15.1 Contractor shall submit invoices on a monthly basis for completed and approved Services performed weekly.

15.2 INVOICES. Invoices must include the following information:

15.2.1 Contract #PO-10700-0000______;

15.2.2 DAS EAM Internal Reference #B0______;

15.2.3 Dates of Service and detailed information itemized of the Services performed at each Site Location;

15.2.4 Details of any plants replaced and costs incurred;

15.2.5 Total amount due; and

15.2.6 “Remit to” payment address.

15.3 If the Services performed are on a time and material basis, Contractor shall provide receipts or vouchers showing payments on all materials, and labor. Agency reserves the right to withhold all or part of the payment until the Services have been accepted and approved. Payment shall be made within forty-five (45) days of acceptance by DAS EAM.

15.4 Invoices for Services completed and approved by DAS EAM shall be sent directly to the contact listed on EXHIBIT F – KEY PERSONNEL as “SUBMIT INVOICES TO”, and as specified on Agency’s PO for Services.

16 CONTRACTOR EMPLOYEE EXPECTATIONS

16.1 All Contractor employees, including supervisors, must always abide by the following rules when on State property:

16.1.1 Contractor employees shall check in at the Guard Shack upon arrival to gain entrance into the Residence and shall notify the Guard Shack when departing the Residence.

16.1.2 Contractor employees immediately shall report any damages done to property to their supervisor. The supervisor shall then report such damage to the Residence Manager.

16.1.3 No smoking by Contractor’s employees will be permitted at any time on State property during the performance of Services under this Contract.

16.1.4 Contractor shall present a professional appearance while performing Services at the Facility. No torn jeans, no t-shirts, no tank tops are acceptable. Contractor’s employees shall wear Company logoed shirts or uniforms to properly identify themselves.

16.1.5 Contractor employees shall abide by all rules and regulations set forth in this Contract.

17 SECURITY; ACCESS

17.1 BACKGROUND CHECK; EMPLOYEE REQUIREMENT

17.1.1 A Criminal Record Check (“CRC”) is required and shall be run for each of Contractor’s and any Subcontractor’s employees before that employee will be allowed access to Agency’s premises or be authorized to perform any Services under this Contract. CRCs will be run through Agency as provided for in ORS 326.603. Agency will provide CRC forms and instructions to Contractor.

17.1.2 A list of names for all Contractor’s and all Subcontractor’s employees who will be working on the job site must be submitted to DAS EAM Contracts Manager. Agency shall supply all names of Contractor’s approved and cleared employees to the Guard Shack

17.1.3 Contractor’s employees shall fill out the CRC forms as instructed by Agency, in the manner and style as instructed specifically, and return them to DAS EAM by mail, common carrier or hand carry. Do not submit completed CRC forms by email or fax. Agency shall bear the cost of processing such criminal records checks.

17.1.4 Authorized Agency may refuse to accept Services from any personnel deemed by Authorized Agency to be unqualified, disorderly, or otherwise unable to perform work under this Contract.

18 KEY PERSONS

18.1 Agency and Contractor’s Key Personnel are listed in Exhibit F – KEY PERSONNEL CONTACT INFORMATION and includes all of the key persons involved in the management of this Contract.

18.2 At various times throughout each term as shall become necessary, Agency shall update and keep current this Contract’s Key Personnel Information if key personnel change during the life of this Contract. Email communications shall be sufficient for any updates to this information. Written Amendment shall not be necessary for updates to this information.

18.3 Contractor and Agency agree that each individual specified in Exhibit F – KEY PERSONNEL CONTACT INFORMATION is a person whose qualifications and involvement in Contractor’s performance of Services form a part of the basis of this Contract and is an individual through whom Contractor shall provide to Agency the expertise, experience, judgment and personal attention required to perform Services. Each of the persons specified in Exhibit F is a Key Person at the Effective Date of this Contract.

18.4 Neither Contractor nor any Key Person of Contractor shall delegate performance of Services that Contractor is required to perform under this Contract to others without first obtaining Agency’s written consent. Further, Contractor shall not, without first obtaining Agency’s prior written consent, reassign 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 reassignment 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 approved by Agency as a replacement for a Key Person is deemed a Key Person under this Contract.

EXHIBIT B

STANDARD CONTRACT TERMS AND CONDITIONS FOR SERVICES

1. ORDER OF PRECEDENCE: The printed terms and conditions set out in this Exhibit B are the Standard Terms and Conditions for State of Oregon service contracts. There may also be special terms and conditions in this contract, an Invitation to Bid or Request for Proposal which apply only to this contract. Whenever possible, all terms and conditions of this Contract are to be harmonized. In the event of a conflict between the Standard Contract Terms and Conditions and Special Terms and Conditions, the Special Terms and Conditions take precedence, unless the Standard term in question is required by law. In the event of any other conflict, (i) the Special Terms and Conditions, (ii) these Standard Contract Terms and Conditions, (iii) the remaining portions of the Invitation to Bid, and (iv) the Bid will be interpreted in the foregoing order of precedence.

2. INSPECTIONS/ACCEPTANCE: The Agency will periodically inspect the Services for Contract compliance. If the Services are not performed properly, they are subject to rejection. The Agency will provide Contractor with written notification of rejection within two (2) days of inspection. Notice of rejection shall include itemization of apparent defects, including but not limited to (i) discrepancies between Contractor's method of performing the Services and the applicable specifications, (ii) other improper performance (including late performance). Notice of rejection shall also indicate whether cure will be allowed.

If the Agency elects to allow cure, Contractor shall complete cure within 10 calendar days of date of notice of rejection and opportunity to cure (the "Cure Period"). Failure to complete cure within the Cure Period shall constitute material breach of Contract.

3. WARRANTIES:

AUTHORITY; BINDING OBLIGATION. Contractor represents and warrants that: (i) Contractor has the power and authority to enter into and perform this Contract; and (ii) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms.

WARRANTY ON SERVICE STANDARDS. Contractor represents and warrants that: (i) Contractor shall perform all Services in a good and workmanlike manner, and in accordance with the highest applicable professional or industry standards within the timeline established in this Contract; and (ii) Contractor shall at all times during the term of this Contract utilize only personnel to perform the Services who are properly qualified, competent, and current with all necessary licenses and certifications.

WARRANTIES CUMULATIVE. The warranties set forth in this Section 3 are in addition to, and not in lieu of, any other warranties provided in this Contract. All warranties provided in this Contract shall be cumulative, and shall be interpreted expansively so as to afford the State the broadest warranty protection available.

WARRANTY PERIOD: Contractor warranty periods shall run for one (1) year from date of completion and acceptance by Owner.

4. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS: 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)).

5. SAFETY AND HEALTH REQUIREMENTS: Contractor warrants that it shall perform the Services in accordance with all applicable federal and State health and safety standards, including but not limited to, Occupational Safety and Health Administration (OSHA) and Oregon Occupational Safety and Health Administration (OROSHA).

In the event of a conflict between the specifications and applicable federal or State laws, the federal or State laws shall prevail. Provided, however, in the event any conflict is based solely upon minimum standards, such as quality or safety, the higher or more stringent standard shall apply. Contractor shall make all modifications required to achieve compliance with the required laws and standards. Contractor shall notify the State of any such required modifications upon receipt of knowledge or notification of such.

6. 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. The State shall withhold final payment under this contract until Contractor has met this requirement.

7. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING: Contractor shall perform all required Services as an independent contractor. Although the Agency reserves the right to (i) set and modify the delivery schedule for the Services to be performed, and (ii) evaluate the quality of the completed performance, the 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 the Services.

If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to the Contract declares and certifies that: Contractor's Services to be performed under the Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's performance of Services under the Contract. Contractor is not an "officer", "employee", or "agent" of the State, as those terms are used in ORS 30.265.

Contractor is responsible for all federal or state taxes applicable to compensation 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 paid to Contractor under the Contract, except as a self-employed individual.

8. FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: Contractor shall not be compensated for Services performed under the Contract by any other State agency or department other than Agency. The Agency has sufficient funds available and authorized within its biennial appropriation or limitation to finance the costs of Services to be performed under this Contract prior to the end of the current biennium. Contractor understands and agrees that Agency's payment of amounts under the Contract attributable to Services performed after the last day of the current biennium is contingent on Agency receiving from the Oregon Legislative Assembly appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under the Contract. Agency will only pay for completed Services that have been accepted by Agency.

9. FORCE MAJEURE: Neither State nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other like event which is beyond the party's reasonable control (“Force Majeure Event”). 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. The Agency may terminate this Contract upon written notice after reasonably determining that such delay or default will likely prevent successful performance of this Contract.

10. Events of Default.

Default by Contractor. Contractor shall be 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; or (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 such license or certificate within ten (10) business days after delivery of the Agency’s notice of default or such longer period as the Agency may specify in such notice; or (c) Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Contract, and such breach, default or failure is not cured within ten (10) business days after delivery of the Agency’s notice of default or such longer period as the Agency may specify in such notice.

Default by the State. The State shall be in default under 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 default or such longer period as Contractor may specify in such notice; or (b) the State commits any material breach or default of any covenant, warranty, or obligation under this Contract, fails to perform its commitments hereunder within the time specified or any extension thereof, and the State fails to cure such failure within ten (10) business days after delivery of Contractor's notice of default or such longer period as Contractor may specify in such notice.

11. REMEDIES: State’s Remedies. In the event Contractor is in default under Section 10, in addition to the remedies afforded elsewhere herein, the State shall be entitled to recover for any and all damages suffered as the result of Contractor's breach of Contract, including but not limited to direct, indirect, incidental and consequential damages. The State 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:

Termination of this Contract under Section 13;

Withholding all monies due invoiced for Services that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

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

Exercise of its right of setoff, and withholding of monies otherwise due and owing in an amount equal to Agency's setoff, without penalty;

These remedies are cumulative to the extent the remedies are not inconsistent, and the 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 default under Section 10. The rights and obligations of the parties shall be the same as if this Contract was terminated pursuant to Section 13.

Contractor’s Remedies: In the event the State terminates the Contract for convenience under Section 13, or in the event the State is in default under Section 10. and whether or not Contractor elects to exercise its right to terminate the Contract under Section 13, Contractor's sole remedy shall be (a) with respect to Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet billed and authorized expenses for services completed and accepted by Agency (b) with respect to 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 claim(s) which State 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.

12. ATTORNEYS' FEES: With the exception of defense costs and expenses pursuant to Section 14, neither party shall be 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.

13. TERMINATION:

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

The Agency may, at its sole discretion, terminate the Contract, for convenience upon 30 days written notice to the Contractor.

The State is excused from performance and may in its sole discretion terminate this Contract immediately upon notice to Contractor, or at such later date as the Agency may establish in such notice, upon the occurrence of any of the following events: (i) the Agency fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for the Services to be purchased under the Contract; or (ii) federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Services by the Agency under the Contract is prohibited, or the Agency is prohibited from paying for such Services from the planned funding source; or (iii) Contractor commits any material breach of this Contract. Pursuant to this Section 13, upon receipt of written notice of termination, Contractor shall stop performance under the Contract as directed by the Agency.

CONTRACTOR: Contractor may terminate this Contract immediately upon notice to the Agency, or at such later date as it may establish in such notice as set forth in Section 10, upon Agency's failure to pay for the Services, in accordance with the terms of this Contract.

14. INDEMNIFICATION: Contractor shall defend, save, hold harmless, and indemnify the State and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, and costs and expenses of any nature whatsoever (collectively, "Claims" for purposes of this Section 14) resulting from, arising out of, or relating to (i) the activities under this Contract of Contractor or its officers, employees, subcontractors, or agents and (ii) the Services provided pursuant to this Contract.

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