Attachment A - RFP No. S-19800-00014589_Final.pdf

RFP No. S-19800-00014589 – Digital Accessibility Audit – OJD Public Facing Content Attachment A

OREGON JUDICIAL DEPARTMENT

PERSONAL AND PROFESSIONAL SERVICES CONTRACT

OJD CONTRACT

This Personal and Professional Services Contract (“Contract”) is between the State of Oregon, Oregon Judicial Department on behalf of its __________________ (“OJD”) and __________________________ (“Contractor”). OJD and Contractor are each a “Party” and collectively they are “Parties.”

1. Contractor Contact Information OJD Contact Information

Name Name Title Title Address Address

Phone Phone

Email address Email address

2. Term of the Contract. This Contract shall become effective on the date this Contract has been fully executed by every Party. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate on ___________________. Contract termination shall not extinguish or prejudice OJD’s right to enforce this Contract with respect to any default by Contractor that has not been cured. OJD may renew this Contract for ___ additional terms of ____ year(s) each. OJD will give Contractor notice of intent to renew prior to the end of the then current contract or renewal term. All of the terms and condition of this Contract shall apply to any renewal terms except consideration. Consideration for each renewal term may increase by no more than three percent over the consideration of the immediately preceding term.

3. Contract Documents. This Contract consists of the following documents which are listed in descending order of precedence:

This Contract, less all exhibits;

Exhibit A - Statement of Work and Consideration;

Exhibit B - Insurance.

The exhibits are attached hereto and incorporated into this Contract by reference.

4. Statement of Work. Contractor shall perform the services (“Services”) and deliver to OJD the deliverables (a single deliverable is a “Deliverable” and multiple deliverables collectively are “Deliverables”) described in Exhibit A, STATEMENT OF WORK AND CONSIDERATION. The Statement of Work includes the Description of Services, the Schedule of Service and Deliverables, the Acceptance Criteria, and the Warranty Period. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

5. Consideration.

a. OJD agrees to pay Contractor for the accomplishment of the Services described in the Statement of Work in accordance with the terms set forth in Exhibit A.

b. Reimbursement of travel and other expenses are allowed only as identified in Exhibit A.

c. In no event will the maximum cost of this Contract exceed $_________.

6. Insurance. Contractor shall obtain and keep in effect during the term of this Contract insurance coverage as described in Exhibit B.

7. Governing Law; Venue; Consent to Jurisdiction. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit, or proceeding between OJD (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this section be construed as (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 or OJD to the jurisdiction of any court. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

8. Availability of Funding. At the time this Contract is executed, sufficient funds either are available within OJD’s current appropriation or are expected to become available from federal, state, or other sources to finance the costs of this Contract. Contractor understands and agrees that OJD's payment under this Contract is contingent on OJD receiving appropriations, limitations, allotments, or other expenditure authority sufficient to allow OJD, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

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

10. Independent Contractor; Responsibility for Taxes and Withholding.

a. Independent Contractor. Contractor shall perform all Services as an independent contractor. OJD reserves the right

(i) to determine and modify the delivery schedule for the Services, and (ii) to evaluate the quality of the Services;

however, OJD 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.

b. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of Services to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244;

and no statutes, rules, or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor’s Services under this Contract.

c. Affiliations. Contractor understands and agrees that it is not an "officer", "employee", or "agent" of OJD, as those terms are used in ORS 30.265 or otherwise.

d. Taxes and Benefits. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, OJD will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance, or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

11. Representations and Warranties.

a. Contractor represents and warrants to OJD that:

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

(2) This Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms;

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

(4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

(5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty;

(6) The Services and each Deliverable delivered by the Contractor to OJD shall materially conform to the service descriptions, specifications, capabilities, characteristics, functions and performance standards set forth in this Contract, shall be free from error or defect that materially impairs their use, and shall be free from material defects in material, workmanship and design;

(7) Contractor shall, except as otherwise provided in this Contract, transfer to OJD all Deliverables free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind;

(8) Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to

Contractor or OJD and no third party has any right, title or interest in the Deliverables supplied to OJD under this Contract;

and

(9) When used as authorized by this Contract, no Deliverable delivered by Contractor to OJD infringes, nor will OJD’s use, duplication, or transfer of such Deliverable infringe, any copyright, patent, trade secret, or other proprietary right of any third party.

b. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract or provided by Contractor.

12. Ownership of Work Product.

a. Definitions. As used in this Section, and elsewhere in this Contract, the following terms have the meanings:

(1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

(2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OJD or Contractor.

(3) “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, knowhow, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

b. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of OJD. OJD and Contractor agree that such Work Product is “work made for hire” of which OJD is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to OJD any and all of its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine.

Upon OJD’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OJD. Contractor forever waives any and all rights relating to original Work Product created pursuant to this Contract, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications.

c. License in Contractor Intellectual Property. In the event that Work Product is Contractor Intellectual Property, or a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OJD an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on OJD’s behalf.

d. License in Third Party Intellectual Property. In the event that Work Product is Third Party Intellectual Property, or a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on OJD’s behalf and in the name of OJD, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on

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OJD’s behalf.

e. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned by OJD. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon OJD any right, title, or interest in any Contractor Intellectual Property this is now owned or subsequently owned by Contractor.

f. Marks. Neither Party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without written consent. Each Party grants only the licenses and rights specified in this Contract.

g. Competing Services. Subject to the provisions of this Section, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 14, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables pursuant to this Contract. Each Party is free to utilize any concepts, processes, know-how, techniques, improvements, or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

13. Deliverables.

a. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to OJD, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to OJD upon delivery of a completed Deliverable to OJD. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, OJD will determine whether the Deliverable has the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If OJD determines that the Deliverable has the characteristics and meets the acceptance criteria set forth in the Statement of Work in all material respects, OJD will notify Contractor in writing of OJD’s acceptance of the Deliverable.

b. Rejection of Deliverables; Corrections. If OJD determines that the Deliverable does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, OJD will notify Contractor in writing of OJD’s rejection of the Deliverable, and describe in reasonable detail in such notice OJD’s basis for rejection of the Deliverable. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverable at Contractor’s sole expense so that the Deliverable has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify OJD in writing that it has completed such modifications or improvements and re-tender the Deliverable to OJD. OJD will thereafter review the modified or improved Deliverable within 15 business days of receipt of the Contractor's delivery of the Deliverable. Failure of the Deliverable to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, OJD may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverable as set forth in this Section, or

(ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

c. Warranty Period. During the Warranty Period described in Exhibit A, Contractor shall, at no additional charge to OJD, furnish such materials and services necessary to correct any defects in the Services or Deliverables that prevents the Services or Deliverable from meeting the Acceptance Criteria and the Contract warranties.

14. Confidential Information.

a. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to OJD or OJD’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of OJD (“Confidential Information”). Contractor shall treat, and shall cause Contractor Staff to treat, any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by OJD to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than OJD without the obligation of confidentiality;

(v) is disclosed with the written consent of OJD; or (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to OJD hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential.

Contractor shall assist OJD in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, Contractor shall advise OJD 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 OJD in seeking injunctive or other equitable relief in the name of OJD or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by OJD, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at OJD’s request, Contractor shall deliver to OJD all documents, papers and other matter in Contractor's

4 OJD Contract No. # possession that embody Confidential Information.

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

c. Confidential Policies. Contractor shall, upon OJD’s request, provide its policies and procedures for safeguarding Confidential Information to OJD for OJD’s review and consent.

Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

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

e. Publicity. Contractor agrees that it will not 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 OJD or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by OJD or the State of Oregon of Contractor’s services, without the prior written consent of OJD.

15. Personal Information.

a. Information Security Program. In the performance of this Contract, Contractor may have possession or access to documents, records or items that contain “Personal Information” as that term is defined in ORS 646A.602. Personal Information is a type of Confidential Information that is highly sensitive and subject to additional protection. Therefore, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, Contractor shall have in place a formal written information security program that provides safeguards to protect Personal Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Information Protection Act (“OCIPA”), ORS 646A.600-646A.628.

b. Non-Disclosure. In addition to and without limiting the generality of Section 14a and 14b, Contractor shall not breach or permit breach of the security of any Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody, or control under this Contract. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized person, of any such Personal Information.

Contractor shall not use, distribute, or dispose of any Personal Information other than expressly permitted by OJD, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

c. Obligation to Report. Contractor shall promptly report to OJD, any breach of security, use, disclosure, theft, loss, or other unauthorized access of any document, record, compilation of information or other item that contains Personal Information to which the Contractor receives access, possession, custody, or control in the performance of this Contract.

d. Cost of Compliance. Contractor shall be responsible for all costs, expenses, and losses associated with complying with the notice requirements of OCIPA that result from acts or omissions of Contractor, its employees, subcontractors, and agents under this Contract. Contractor shall also be responsible for all expenses reasonably incurred by OJD, and all claims and damages asserted by any third parties that arise from a breach of security of Personal Information resulting from acts or omissions of Contractor, its employees, subcontractors, and agents under this Contract.

e. Contractor shall ensure the compliance of its employees, subcontractors, and agents with this section.

16. Indemnity.

a. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF

OREGON AND OJD AND THEIR OFFICERS, EMPLOYEES,

AND AGENTS FROM AND AGAINST ALL THIRD PARTY

CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES,

LIABILITIES, COSTS AND EXPENSES OF ANY NATURE

WHATSOEVER, INCLUDING ATTORNEY FEES, 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 SERVICES SET

FORTH IN THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 16a

CONTRACTOR EXPRESSLY AGREES TO DEFEND,

INDEMNIFY, AND HOLD OJD, THE STATE OF OREGON AND

THEIR AGENCIES, SUBDIVISIONS, OFFICERS,

DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS

FROM ANY AND ALL THIRD PARTY CLAIMS, SUITS,

ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES,

INCLUDING ATTORNEY FEES, AND DAMAGES ARISING

OUT OF OR RELATED TO ANY CLAIMS THAT THE

SERVICES, THE DELIVERABLES, THE WORK PRODUCT OR

ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED

TO OJD BY CONTRACTOR THAT MAY BE THE SUBJECT OF

PROTECTION UNDER ANY STATE OR FEDERAL

INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR OJD’S

USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT,

TRADE SECRET, TRADEMARK, TRADE DRESS, MASK

WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT

OF ANY THIRD PARTY; PROVIDED, THAT THE STATE OF

OREGON SHALL PROVIDE CONTRACTOR WITH PROMPT

WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

c. CONTROL OF DEFENSE AND SETTLEMENT.

CONTRACTOR SHALL HAVE CONTROL OF THE DEFENSE

AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO

SECTIONS 16a OR 16b; HOWEVER, NEITHER

CONTRACTOR NOR ANY ATTORNEY ENGAGED BY

CONTRACTOR SHALL DEFEND THE CLAIM IN THE NAME

OF THE STATE OF OREGON OR OJD NOR PURPORT TO

ACT AS LEGAL REPRESENTATIVE OF THE STATE OF

OREGON OR OJD, WITHOUT THE APPROVAL OF THE

OREGON ATTORNEY GENERAL, NOR SHALL

CONTRACTOR SETTLE ANY CLAIM ON BEHALF OF THE

STATE OF OREGON OR OJD WITHOUT THE APPROVAL OF

THE ATTORNEY GENERAL AND OJD. FURTHER, THE

STATE OF OREGON 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

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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.

d. DAMAGES TO STATE PROPERTY AND EMPLOYEES.

CONTRACTOR SHALL BE LIABLE FOR ALL CLAIMS, SUITS,

ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND

EXPENSES FOR PERSONAL INJURY, INCLUDING DEATH,

DAMAGE TO REAL PROPERTY AND DAMAGE TO

TANGIBLE OR INTANGIBLE PERSONAL PROPERTY OF THE

STATE OF 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.

17. Limitation of Liability. EXCEPT FOR LIABILITY TO

THIRD PERSONS ARISING OUT OF OR RELATED TO

SECTIONS 14, 15, or 16, NEITHER PARTY WILL BE LIABLE

TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS,

OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL,

OR INCIDENTAL DAMAGES.

18. Default; Remedies.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(1) Contractor institutes, or has instituted against it, insolvency, receivership, or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

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

(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 OJD's notice, or such longer period as OJD may specify in such notice.

b. OJD’s Remedies for Contractor Default. In the event Contractor is in default under Section 18a, OJD 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:

(1) Termination of this Contract under Section 19; or

(2) Withholding all monies due for Services, Deliverables and Work Product that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively; or

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

(4) Exercise of its right of setoff and withholding of amounts otherwise due and owing to Contractor, without penalty.

c. Remedies Cumulative. These remedies set forth in Section 18b are cumulative to the extent the remedies are not inconsistent, and OJD may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. If a court determines that Contractor was not in default under

Section 18a, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 19a.

d. Default by OJD. OJD shall be in default under this Contract if:

(1) OJD fails to pay Contractor any amount pursuant to the terms of this Contract, and OJD 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

(2) OJD 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.

e. Contractor’s Remedies. In the event OJD terminates this Contract under Section 19a, or is in default under Section 18d, and whether or not Contractor elects to exercise its right to terminate this Contract under Section 19c, Contractor’s sole remedy shall 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, 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 OJD, less previous amounts paid and any claim(s) that OJD has against Contractor. In no event shall OJD 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 Section18e, Contractor shall pay immediately any excess to OJD upon written demand.

19. Termination.

a. OJD’s right to Terminate at its Discretion. OJD may terminate this Contract:

(1) Upon 30 days’ prior written notice by OJD to Contractor; or

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

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

b. OJD’s right to Terminate for Cause. In addition to any other rights and remedies OJD may have under this Contract, OJD may terminate this Contract immediately upon written notice by OJD to Contractor, or at such later date as OJD may establish in such notice, if Contractor is in default under Section 18a.

c. Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract immediately upon written notice to OJD, or at such later date as Contractor may establish in such notice if OJD is in breach pursuant to Section 18d.

d. Return of Property. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to OJD all of OJD’s property (including without limitation any Services, Deliverables or Work Product for which OJD 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 OJD property is expressed or embodied at that time.

e. Effect of termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless OJD expressly directs

6 OJD Contract No. # otherwise in such notice of termination. Upon OJD's request, Contractor shall surrender to anyone OJD designates, all documents, research, or objects or other tangible things needed to complete the Services and the Deliverables.

20. Compliance with Applicable Law. 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 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 and 659A, 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 this Contract and required by law to be so incorporated. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled plastic resin products, recycled paper, recycled PETE products and other recycled products (as defined in ORS 279A.010).

21. Subcontracts; Successors; Assignments.

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

b. Successors and Assigns. The provisions of this Contract shall be binding upon and inure to the benefit of the Parties to this Contract, their respective successors, and permitted assigns, if any.

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

22. No Third Party Beneficiaries. OJD and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available 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.

23. Maintenance of and Access to Records. 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 OJD and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives shall have access to such financial records and other Records that are pertinent to this Contract, 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 six 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.

24. Force Majeure. Neither OJD nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of OJD or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

25. Notice. Except as otherwise expressly provided in this Contract, any communications between the Parties hereto or notices to be given hereunder shall be given in writing by email, personal delivery, or mailing the same, postage prepaid, to Contractor or OJD at the postal address or email address set forth in this Contract, or to such other addresses or numbers as either Party may indicate pursuant to this Section. Any communication or notice so addressed and mailed shall be effective five days after mailing. Any communication or notice given by personal delivery shall be effective when actually delivered. Any communication or notice given by email shall be effective 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.

26. Severability. The Parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

27. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations and declarations which expressly or by their nature survive termination of this Contract.

28. Merger Clause; Waiver. 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 shall bind the Parties unless in writing and signed by both Parties. Such waiver, consent, modification, or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of OJD to enforce any provision of this Contract shall not constitute a waiver by OJD of that or any other provision.

29. Dual Payments. Contractor shall not be compensated by any other party for Services performed or Deliverables provided under this Contract.

7 OJD Contract No. #

30. Counterparts. This Contract may be executed in several counterparts, all of which when taken together constitute one agreement binding all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Contract so executed constitutes an original.

31. Oregon False Claims Act. Contractor acknowledges 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). By Contractor’s 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, the Oregon Attorney General may enforce the liabilities and penalties against Contractor. Contractor understands and agrees that any remedy that may be available is in addition to any other remedy available to the State of Oregon or OJD under this Contract or any other provision of law.

32. Anti-Discrimination. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of this Contract, to maintain such policy and practice in force during the entire Contract term. Contractor’s failure to maintain such policy and practice constitutes a breach entitling OJD to terminate this Contract for cause.

33. Pay Equity.

a. Contractor shall comply with ORS 652.220 and not unlawfully discriminate against any of its 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 is a material term of this Contract, and Contractor’s failure to comply constitutes a breach entitling OJD to terminate this Contract for cause.

b. Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

34. 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 Oregon 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.

35. Ambiguities. Each Party has participated fully in the review and revision of this Contract and neither Party shall be considered the “drafter” for the purposes of any rule of construction that might cause any provision to be construed against the drafter of the Contract.

36. Criminal Background Check. Contractor’s employees, agents and subcontractors, if any allowed, that will perform Services under this Contract must submit to a criminal background check if requested to do so by OJD. If requested by OJD, such background check must occur prior to arrival on OJD premises or prior to performing any Services under this Contract, whichever occurs first. Background checks will be performed at OJD expense. OJD, in its sole discretion, has the right to reject any Contractor employee, agent or subcontractor, or to limit any such person’s access based on the results of the background check. Contractor shall obtain all releases, waivers, or permissions required for the release of such information to OJD.

37. Compliance with Oregon Tax Laws.

a. Contractor represents and warrants that Contractor is now and, for the six years immediately preceding Contractor’s execution of this Contract, has been in compliance with the tax laws of the State of Oregon and those of its political subdivisions including, those tax laws listed in ORS 305.380(4).

b. For the duration of this Contract, including any extension of its term, Contractor covenants to remain in compliance with the tax laws of the State of Oregon including those listed in ORS 305.380(4), with those local taxes administered by the Department of Revenue pursuant to ORS 305.620, and with the taxes of the political subdivisions of the State of Oregon.

c. Contractor represents and warrants that Contractor is an independent contractor as that term is described in ORS 670.600.

d. Contractor agrees and understands that OJD may declare Contractor in default of this Contract if Contractor misrepresented its tax compliance status as stated in Section 37a; Contractor fails, during the term of this Contract, including any extension to its term, to remain in compliance with the tax laws identified in Section 37b; or Contractor misrepresented its status as an independent contractor as stated in Section 37c.

38. Certifications. By signing this Contract, the individual signing it certifies and swears under penalty of perjury to the best of the individual’s knowledge that:

a. The individual is authorized to act on Contractor’s behalf and has the authority and knowledge regarding Contractor’s payment of taxes;

b. To the best of the signer’s knowledge, Contractor is not in violation of any Oregon tax laws including, those tax laws listed in ORS 305.380(4), namely those taxes imposed by ORS

320.005 to 320.150 (Amusement Device Taxes), ORS 403.200 to 403.250 (Tax for Emergency Communications), those imposed by ORS Chapters 118 (Estate Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forestland Taxation) and 323 (Cigarettes and Tobacco Products) and those local taxes administered by the Department of Revenue under ORS 305.620; and

c. Contractor is not subject to backup withholding because:

Contractor is exempt from backup withholding; 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 the IRS has notified Contractor that Contractor is no longer subject to backup withholding.

(signature block on next page)

8 OJD Contract No. #

EACH PARTY, BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

OREGON JUDICIAL DEPARTMENT CONTRACTOR

By: By:

Nancy J. Cozine (printed/typed name) (printed/typed name)

State Court Administrator (title) (title) Date: Date:

Approved as to Legal Form and Sufficiency:

OJD Office of General Counsel Date:

EXHIBIT A

STATEMENT OF WORK AND CONSIDERATION

Contractor OJD Contract Number

STATEMENT OF WORK: Contractor agrees to perform the following services:

1. Background: This Statement of Work (SOW) sets forth the roles and responsibilities of the parties, as well as the phases, tasks, activities, deliverables, and deliverable due dates and considerations for Contractor to perform a digital accessibility assessment of all OJD’s digitally available, public facing content (”Content”) to assess compliance with WCAG 2.1 A and AA success criteria and conformance requirements (28 CFR 35.200(b)(1) and (3) and 28 CFR 35.204), which are effective for public agencies on April 24, 2026 (“WCAG Standard”).

2. Description of Services: Contractor shall perform the digital accessibility assessment in accordance with the following:

2.1 Phase 1 – Assessment Report: Perform an assessment of all Content and report findings as required under this Contract and using W3C Conformance Evaluation Procedures defined at: WCAG-EM Overview: Website Accessibility Conformance Evaluation Methodology | Web Accessibility Initiative (WAI) | W3C to include, but not be limited to, an assessment of the following: (1) design accessibility including page layout, use of headers/footers, pull-down menus, documents, pictures, forms, and graphics; (2) document accessibility; (3) mobile…