Bid Notice-Janitorial Services for Depot F Wilsonville.pdf

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 1

INVITATION TO BID FOR

THE PURCHASE OF JANITORIAL SERVICES

Bid No.: S-177000-00018230 Closing Date: November 4, 2026 Time: 5:00 PM PT

Description: Janitorial Services for Depot F Wilsonville

Procurement Specialist: Patrick Murphy Phone: (503) 540-1091

Email: Patrick.Murphy@lottery.oregon.gov

THIS IS A GENERAL PROCUREMENT AS DEFINED IN OAR 177-037-0000(2)

THIS IS ALSO ANTICIPATED TO BE AN INTERMEDIATE PROCUREMENT AS DEFINED IN OAR 177-038-

0070(3)(b)

TABLE OF CONTENTS

Section Description Page

1 Scope of Services 2

2 Instructions to Bidders 3

3 Pricing Page 8

4 Bid Form 9

Attachments

A Sample Services Contract 11

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 2

1. SCOPE OF SERVICES

1.1. Purpose:

The State of Oregon, acting by and through the Oregon State Lottery Commission (“Lottery”) is seeking Bids for a professional contractor (“Contractor”) to perform Janitorial Services (“Services”) at the Oregon State Lottery Depot F in Wilsonville located at Lottery Claim Center, 9760 SW Wilsonville Rd. Suite 130-140, Wilsonville, Oregon 97070.

Lottery intends to enter into a written agreement (“Contract”) with the successful, responsible Bidder as set forth in Section 2.4.2. Lottery anticipates that the Agreement will have an initial term of five

(5) years.

1.2. Statement of Work:

Description of Work to be Performed.

Contractor shall perform janitorial services (“Services”) described in this Exhibit A in a professional manner, within the specified time, and consistent with OSHA standards using CDC approved disinfectants and cleaners. Unless the methods of performing a task are specified elsewhere in this document, Contractor shall employ methods that are generally accepted and used by the industry.

1.2.1. Communication Requirements:

Contractor will contact the Facilities staff by phone call, text message, or email if the Contractor will:

Not arrive on site by the scheduled time;

Unable to arrive on site and cancel for the service day;

Needs to reschedule the service day; and or Will be assigning a substitute employee to perform work.

Contractor will be required to complete any sign in / check in and check out procedures set forth by the Facilities Supervisor. Facilities Supervisor will notify vendor of method of check in / check out procedure.

Lottery will provide the Facilities staff contact information upon issuing of the Contract.

1.2.2. Requirements and Services:

1.2.2.1. Travel, Labor, Equipment and Supplies:

Contractor’s Responsibilities. Services shall be performed in a good and workmanlike manner, and according to industry and OSHA standards using CDC approved disinfectants and cleaners. In addition, due to Covid 19, masks are required to be worn by all personnel entering the facility. Contractor shall provide all materials, equipment, tools, labor, waste product removal, and any associated Services (other than those listed in Section 2.1.b) necessary to complete all the Services required.

Contractor shall maintain equipment according to the manufacturer’s recommended standard requirements for all equipment for Services.

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 3

Contractor will need to contact Lottery contractor administrator on any custodial supplies needed that the Lottery as agreed to supply, see 2.1 B. Contractor will need to allow a minimum of a 2 weeks’ notice.

Cleaning Supplies: Contractor shall not use any cleaning product – hazardous or not – that Lottery prohibits on site. Lottery may ask for a list of products being used.

1.2.3. Hazard Communication:

Contractor shall submit to the Lottery, upon request, Safety Data Sheets (SDS) for any item(s) containing hazardous chemicals as defined by OAR chapter 437 that will be used on Lottery facilities. Lottery’s Safety Committee must approve all hazardous chemicals prior to their introduction and use on any Lottery facility.

Products which contain hazardous chemicals, as defined in OAR chapter 437, must be labeled, tagged or marked with the following information:

Identity of the hazardous chemical(s);

Appropriate hazard warning; and Name and address of the chemical manufacturer, importer or other responsible Party.

Contractor shall remove and dispose of all supplies, hazardous materials and waste in compliance with all state and federal regulations.

1.2.4. Services and Schedule Requirements:

All services in Sections 2.3.1, 2.3.2, and 2.3.3 must comply with the Tasks Performance Standards and Technical Specifications outlined in Exhibit C.

Services: Contractor shall provide the services listed in Exhibit D Cleaning Schedule.

Cleaning Exceptions: Contractor may occasionally be required to perform cleaning services for items or areas not covered by the service schedule. Such services will be requested by the Facilities Supervisor or designee on an individual basis and shall be billed separately at the rate specified in Exhibit B, item 2.

Service Hours: The Lottery depot is a secure facility. Janitorial services must be performed during normal business hours with a Lottery employee present. The Lottery and Contractor will mutually agree upon a set schedule.

1.2.5. Inspections:

Lottery’s Facilities Supervisor or designee may conduct walk-through inspections, as deemed necessary, to evaluate the quality and completion of cleaning services performed by the Contractor. These inspections may happen unannounced to Contractor.

As needed, Contractor supervisor shall perform an on-site walk-through with Lottery’s Facilities Supervisor or designee, to ensure that appropriate equipment is being utilized and that correct operating procedures, work practices and Service requirements are being met.

Schedule for walk-through shall be mutually agreed upon by Contractor supervisor and Lottery’s Facilities Supervisor or designee.

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 4

Upon completion of the on-site inspections, Lottery’s Facilities Supervisor or designee shall make a written summary of the inspection results. Lottery’s Facilities Supervisor or designee may forward written results of the inspection to the Contractor Supervisor for immediate action to correct any problems found during the on-site walk-through and may notify Contractor of any deficiencies in writing (the “Deficiency Notice”).

Contractor shall correct all Service deficiencies within twenty-four (24) hours following the date of the Deficiency Notice, unless additional time is otherwise negotiated. Failure to cure Service deficiencies within the specified amount of time shall be considered a material breach of the Contract and Lottery reserves the right to terminate the Contract in accordance with Section 17, Termination. The Contractor shall take written complaints from the Lottery’s Facilities Supervisor or their designee regarding the quality of Services provided.

1.2.6. Corrective Services: Contractor shall complete all Services to Lottery’s satisfaction. If Lottery, in its sole discretion, determines that any or all of the Services are unacceptable, Contractor shall correct any such deficiencies in the Services to Lottery’s satisfaction without further compensation. Lottery may withhold any payments due Contractor until any or all deficiencies have been corrected to Lottery’s satisfaction.

1.2.7. Licenses: Contractor shall hold all state and local certificates and licenses required to perform the Services under this Contract. This requirement applies to the Contractor and any employee.

1.2.8. Supplies: Lottery shall furnish and supply for Contractor’s use in their performance of the Services: paper towels, toilet tissue, paper toilet seat protectors, liquid hand soap, liquid dish soap, trash bags, deodorants and sanitary supplies for use in the restrooms. Contractor will be responsible for all other cleaning supplies & equipment.

2. INSTRUCTIONS TO BIDDERS

2.1 Lottery Procurement Rules and Definitions:

Oregon Administrative Rules (“OAR”) Chapter 177, Division 38, Lottery Procurement Rules, apply to this ITB and to any Contract resulting from this ITB. In addition to terms defined in this ITB, capitalized terms used but not defined in this ITB are defined in OAR 177-038-0000.

2.2 Single Point of Contact / Tentative Schedule:

2.2.1 There will be only one point of contact for the entire Invitation to Bid process. The contact point is the Procurement Analyst listed on page 1 of this ITB. Any questions regarding the specifications, the bidding process, or the award process shall be directed to the Lottery Procurement Analyst listed on page one.

2.2.2 The schedule below is the anticipated schedule for this ITB process. If a specified date, such as the Closing Date, is delayed, the rest of the schedule may be adjusted by the same number of days of the delay.

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 5

This schedule is provided as a courtesy. The actual schedule may change without notice to potential Bidders. However, Lottery will make any changes to the Inquiry Deadline or to the Bid Submission Deadline by Addendum.

ACTIVITY DATE

Invitation to Bid Released October 21, 2026

Inquiry Deadline October 27, 2026 5:00 PM PT

Inquiry Response October 29, 2026

Bid Submission Deadline November 4, 2026 5:00 PM PT

Intent to Award Notification November 10, 2026

Protest of Award Due November 17, 2026

Contract Award November 30, 2026

2.3 BID PREPARATION:

2.3.1 Bid Format:

Bids must be typewritten or prepared in ink and submitted on the form(s) provided in the

ITB

2.3.2 Conformance to Bid Requirements:

Bids shall conform to the requirements of the Invitation to Bid. All necessary attachments shall be submitted with the bid and in the required format. Bid prices shall be for the unit indicated on the bid. Failure to comply with all requirements may result in bid rejection.

2.3.3 Requests for ITB Clarification or Change, Questions concerning ITB:

2.3.3.1 Inquiries:

By submitting a Bid, Bidder agrees that it understands the requirements of this ITB, and that Bidder fully understand the obligations if Bidder were to enter into a Contract with Lottery. Potential Bidders must submit any questions concerning this ITB, requests for change to this ITB and requests for clarification of this ITB (collectively “Inquiries”) on or before the Inquiry Submission Deadline stated in Section 2.2.2.

Potential Bidders may submit Inquiries to Patrick Murphy at the e-mail address or facsimile number listed on page one of the ITB. POTENTIAL BIDDERS MUST

CLEARLY LABEL ALL INQUIRIES AS FOLLOWS: “INQUIRIES REGARDING JANITORIAL

SERVICES DEPOT F WILSONVILLE, ITB S-177000-00018230, ATTENTION: Patrick Murphy”.

Lottery will not identify the potential Bidders who submit Inquiries. Lottery will provide to all ITB recipients, a copy of the Inquiries submitted and Lottery’s responses to those Inquiries. If a potential Bidder discovers any ambiguity, conflict, discrepancy, exclusionary specifications, omission or other error in this

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 6

ITB and fails to notify Lottery on or before the Inquiry Submission Deadline, the Bidder submits its Bid at its own risk.

2.3.3.2 Response to Inquiries:

Lottery will promptly respond to each properly submitted Inquiry. Where appropriate, Lottery will issue ITB revisions by Addenda. Lottery may informally respond to questions but all informal responses are not binding on Lottery and do not affect or change the ITB in any manner.

2.3.3.3 Signature on Bid:

Bids shall be signed in ink by an authorized representative of the Bidder.

Signature on a bid certifies that the bid is made without connection with any person, firm or corporation making a bid for the same goods and/or services and is in all respects fair and made without collusion or fraud. Signature on a bid also certifies that the Bidder has read, fully understands and agrees with all bid specifications, terms and conditions. No consideration will be given to any claim resulting from bidding without fully comprehending all requirements of the Invitation to Bid.

Bidders shall only enter information within the bid document where it is requested or required. Bidders shall NOT make any alterations to the Original Solicitation Document. Any bid that has been altered may be rejected.

2.4 BID SUBMISSION

2.4.1 Bid Submission Process and Deadline:

Bids must be submitted through OregonBuys, State of Oregon’s E-Procurement System at https://oregonbuys.gov/ on or before closing date.

All Bids must be in Lottery’s possession no later than the Bid Submission Deadline specified in Section 2.2.2. Lottery will reject Bids Lottery receives after the Bid Submission Deadline. Bidders bear the risk of Bids Lottery receives after the Bid Submission Deadline as a result of any fax or e-mail failure, regardless of the reason for the failure.

2.4.2 Required Pages :

Bidder must complete, sign, and return the following pages with their bid response:

Section 3 - Pricing Page Section 4 - Bid Form Section 5 – Reference Form

2.4.3 Signature on Bid

Bids shall be signed in ink by an authorized representative of the Bidder. Signature on a bid certifies that the bid is made without connection with any person, firm or corporation making a bid for the same goods and/or services and is in all respects fair and made without collusion or fraud. Signature on a bid also certifies that the Bidder has read, fully understands and agrees with all bid specifications, terms and conditions. No consideration will be given to any claim resulting from bidding without fully

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 7 comprehending all requirements of the Invitation to Bid.

Bidders shall only enter information within the bid document where it is requested or required. Bidders shall NOT make any alterations to the Original Solicitation Document.

Any bid that has been altered may be rejected.

2.3.3 Bids are Binding Offers:

Each Bid submitted in response to this ITB is an offer that is binding, valid and firm for 90 days following the Bid Submission Deadline.

2.3.5 ITB Addenda:

Lottery may change this ITB only by written Addenda, which will be issued prior to the Bid Submission Deadline. If required by Addendum, Bidder must sign and return the Addendum to Lottery with its Bid.

2.3.6 Bid Modification:

Bidders may modify submitted Bids only in writing and before the Bid Submission Deadline. A Bidder’s last Bid submitted replaces and supersedes in its entirety all prior Bids submitted by the Bidder. Bidders may modify Bids after the Bid Submission Deadline only in accordance with OAR 177-038-0130(2).

2.3.7 Bid Withdrawals:

A Bidder may withdraw its Bid prior to the Bid Submission Deadline by submitting a written request for withdrawal that is signed by Bidder’s authorized representative. The Bidder must submit the written request for withdrawal to the Procurement Analyst listed on page one before the Bid Submission Deadline by means specified in Section 2.4.1.

Bidders may withdraw Bids after the Bid Submission Deadline only in accordance with

OAR 177-038-0130(2).

2.3.8 Cost of Bid:

Bidder is responsible for all costs Bidder incurs in association with Bid preparation or submission, or both, including but not limited to costs incurred for making necessary studies or designs for Bid preparation.

2.3.9 Method of Bidding:

Bidders must clearly specify the price for each designated quantity in the space(s) provided on the Pricing Page (Section 3). Failure to do so may result in bid rejection.

2.4 BID EVALUATION AND AWARD:

2.4.1 Non-Responsive Bids:

Lottery may reject Bids that are not Responsive as defined in OAR 177-038-0160.

2.4.2 Method of Award:

Lottery intends to Award the Contract to the Responsible Bidder who submits the Responsive Bid with the lowest total annual price for all line items.

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 8

2.5 Investigation of References and Past Performance:

Lottery reserves the right to investigate the references and the past performance of any Bidder with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of suppliers, subcontractors, and employees. The Lottery may postpone the Award or execution of the Contract after the announcement of the apparent successful Bidder in order to complete its investigation.

2.6 Prior Acceptance of Defective Bids:

Due to limited resources, Lottery will not completely review or analyze any Bid response which on its face fails to comply with the requirements of this ITB or which clearly is not the best Bid, nor will the Lottery investigate the references or qualifications of those who submit Bids that are not Responsive.

2.7 Public Records and Requests for Confidentiality:

All information submitted with a Bid may be public record and subject to disclosure under the Oregon Public Records Law, ORS 192.410 through 192.505, unless an exemption from disclosure under the Oregon Public Records Law applies. Bidders must specifically identify those sections in the Bid and briefly explain how and why the information may be exempt from disclosure. Bidders must also include the name, address, and telephone number of the person Bidder authorizes to respond to Lottery’s inquiries concerning the nature of the materials Bidder deems exempt from disclosure. Lottery’s non-disclosure of documents or any portion of a document submitted as part of a Bid may depend upon official or judicial determinations based upon the Oregon Public Records Law.

2.8 Notice of Intent to Award:

Lottery will provide written notice of its intent to Award a Contract once Lottery has determined the Responsible Bidder who submitted the lowest priced responsive Bid.

2.9 Protest of Award:

Bidder may protest Lottery’s Award of a Contract by submitting a written protest according to OAR 177-038-0220 within 5 Days following the date Lottery issues the Notice of Intent to Award.

All protests of Lottery’s Award are subject to OAR 177-038-0220.

2.10 Contract Form:

Lottery’s Contract with the Bidder receiving the Contract Award will be substantially in the form attached to this ITB as Exhibit A.

2.11 Lottery’s Reservation of Rights:

The Lottery reserves the right, in its sole discretion to:

2.11.1 Modify this ITB;

2.11.2 Extend the Bid Submission Deadline;

2.11.3 Determine whether a Bid does or does not substantially comply with the requirements of this ITB;

2.11.4 Waive any minor informality pursuant to OAR 177-036-0100(2)(a);

2.11.5 Include in the Contract some or all of the items priced in the Bid; and

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 9

2.11.6 At any time prior to Contract execution:

2.11.6.1 Reject any Bid that fails to comply with all requirements specified in this ITB;

and

2.11.6.2 Reject all Bids and cancel this ITB upon Lottery’s determination that cancellation is in the Lottery’s best interest.

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 10

3. PRICING PAGE

3.1 Pricing.

Bidders must clearly specify the all-inclusive cost for Services per the Scope of Work and Attachment A for supplies, labor, equipment, etc. Contractor must complete Services within one

(1) year from the date the contract is issued unless otherwise agreed to by the parties via written amendment to the resulting contract. Any extension for completing Services must be agreed upon between Lottery and Contractor. Bidder must state the prices in US dollars with no more than two (2) digits to the right of the decimal point.

Pricing is firm for the length of the contract including any agreed upon extensions.

Item: Description:

QTY:

Unit of Measure:

Unit Cost:

Extended Cost:

1 Services:

Includes all services listed in Exhibit A, 2.3.1.

1 Month $ $

OVERALL COST FOR SERVICES:

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 11

4. BID FORM

The undersigned agrees and certifies that:

a. The undersigned has read and understands all instructions, specifications, terms and conditions contained in this ITB and agrees that the State of Oregon is not liable for any claims or subject to any defenses asserted by Bidder based upon, resulting from, or related to, Bidder’s failure to understand all instructions, specifications, terms and conditions of this ITB;

b. The undersigned is Bidder’s authorized representative, that the information provided in this Bid is true and accurate, and that providing incorrect or incomplete information may be cause for Bid rejection or Contract termination;

c. Bidder Is submitting an offer that is binding, valid and firm for a period of no less than 90 days following the Bid Submission Deadline;

d. The Bid information was arrived at independently, without fraud, other dishonesty or collusion with any other party competing for a contract under this Invitation to Bid.

e. Bidder certifies it will take reasonable steps to ensure an equal opportunity is provided to Oregon certified Minority, Women, and Emerging Small businesses to compete for and participate in the performance of any subcontracted work under the awarded contract. Oregon MWESB certified firms, as defined in ORS 200.055, have an equal opportunity to participate in the performance of contracts financed with state funds. A list of Oregon certified MWESB businesses can be located at:

https://oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp

f. The undersigned accepts and agrees on behalf of Bidder to be bound by the terms and conditions of any resulting Contract between Bidder and Lottery.

The undersigned hereby acknowledge having received and duly considered the following addenda to this ITB: Addenda No _____to Addendum No. ____ inclusive.

Bidder (COMPANY) Name FEIN ID# or SSN (REQUIRED)

Bidder Address

Authorized Representative Signature Date

Title of Authorized Representative

Contact Person (print) Phone Email

Bidder is an Oregon Certified MWESB ______Yes Certification No.___________ ______ No

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5. REFERNCE FORM

Lottery reserves the right to investigate the references and the past performance of any Bidder with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of suppliers, subcontractors, and employees. The Lottery may postpone the Award or execution of the Contract after the announcement of the apparent successful Bidder in order to complete its investigation.

Submit 3 references for similar services performed within the last 3 years.

Reference 1:

Company Name Dates Service Provided Contact Name Contact Email Contact Phone

Reference 2:

Company Name Dates Service Provided Contact Name Contact Email Contact Phone

Reference 3:

Company Name Dates Service Provided Contact Name Contact Email Contact Phone

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 13

Attachment A

OREGON STATE LOTTERY

TRADE SERVICES CONTRACT

#XXXXX

FOR JANITORIAL SERVICES

This Contract (“Contract”) is between the State of Oregon, acting by and through its Oregon State Lottery Commission (“Lottery”), and CONTRACTOR NAME (“Contractor”), collectively the “Parties”. The purpose of this Contract is to perform janitorial services at the Oregon Lottery – building located at Lottery Claim Center, 9760 SW Wilsonville Rd. Suite 130-140, Wilsonville, Oregon 97070.

Lottery will provide the Facilities staff contact information upon issuing of the Contract.

1. Effective Date and Duration.

a. This Contract shall become effective on the date this Contract has been signed by the final party hereto and, when required, approved by the Oregon Department of Justice (“Effective Date”).

Unless terminated or extended, this Contract shall expire upon Lottery’s acceptance of all Services, or Month XX, XXXX, whichever occurs last. Neither expiration nor termination shall extinguish or prejudice Lottery’s right to enforce this Contract with respect to any breach of a Contractor warranty or any default or defect in Contractor’s performance that has not been cured.

b. This Contract may be extended by written amendment executed by both parties. The maximum term for this Contract will not exceed five (5) years unless deemed in Lottery’s best interest as documented by Lottery.

2. Consideration.

The maximum, not to exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $XXXXXX.

3. Amendments.

No waiver, consent, modification or change to the terms of this Contract shall bind either party unless in writing and signed by both parties and all approvals by law have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given.

4. Definitions.

In addition to the terms defined in this Contract, all other capitalized terms used but not defined in this Contract are defined in OAR 177-038-0000.

5. Statement of Work.

The Statement of Work (the “Services”), including deliverables and the delivery schedule for such Services, if applicable, is contained in Exhibit A, and is attached and incorporated by reference into this Contract. Contractor agrees to perform the Services as specified in Exhibit A and in accordance with the terms and conditions of this Contract.

6. Pricing.

a. Contractor’s pricing is firm for the initial term following the Effective Date of this Contract. If

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 14 the Contract is extended beyond the initial term, the parties may negotiate a price adjustment.

Contractor may submit a request for a price adjustment within sixty (60) calendar days prior to expiration of the current Contract term.

b. Lottery may require Contractor to present acceptable documentation verifying the affected increase. Lottery will determine what constitutes acceptable documentation. The Parties shall mutually agree to any price adjustment by written amendment to this Contract.

c. If Lottery rejects Contractor’s proposed price increase, or proposes a lesser amount of increase, Contractor may either agree to extend the term with no price increase, or at the lesser price increase, or allow the Contract to expire.

d. Lottery shall be given the immediate benefit of any price decrease. Contractor shall promptly notify Lottery’s Purchasing Analyst listed in Section 28, of the amount and effective date of each decrease. Decreases shall apply to Services performed on or after the effective date of the decrease.

7. Invoicing and Payment.

a. Submission.

Contractor shall send invoices to Lottery no more often than monthly for Services performed and accepted by Lottery. Invoice(s) shall be submitted to: Oregon State Lottery, Attn.: Accounts Payable Dept., PO Box 12649, Salem, OR, 97309; or to Lottery’s electronic mailbox:

lottery.ap@lottery.oregon.gov.

b. Payment Terms.

Lottery’s payment terms are NET 30 days from receipt of an accurate invoice.

c. Late Charges.

Contractor may assess late payment charges to the extent permitted by ORS 293.462.

d. Conditions Precedent to Payment.

As a condition precedent to Lottery’s obligation to pay Contractor, Contractor shall, upon execution of this Contract, deliver to Lottery the applicable Internal Revenue Service form, whether a W-9 form, W-8 form, 8233 form or other similar form, based upon Contractor’s status as a United States person, resident alien or nonresident alien, as those terms are defined in 26 USC §7701. These forms are currently available at http://www.irs.gov. Lottery may withhold payments to Contractor pending Lottery's receipt from Contractor of the applicable, completed and signed form.

e. Invoice Review / Dispute Process.

Lottery will review each invoice within ten (10) Business Days of receipt and will either approve payment of the amount invoiced or notify Contractor of any errors or disputed charges.

If an error or dispute arises concerning charge(s) on an invoice, Lottery will notify Contractor of the disputed charge. Upon notification of dispute, Contractor shall submit to Lottery documentation to support the amount charged. Lottery will have seven (7) Business Days to consider the validity of the supporting documentation, however, Lottery’s failure to respond to Contractor by the end of the seven (7) Business Day period shall not be deemed Lottery’s

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 15 acceptance of the documentation and shall not obligate Lottery to pay the disputed amount in full.

Lottery, in its sole and absolute discretion, will determine if the supporting documentation provides sufficient justification for the charges set forth in the disputed invoice. If Lottery determines that the supporting documentation is sufficient, Lottery will notify and pay Contractor the amount claimed due in the invoice. If Lottery determines the supporting documentation supports payment in an amount less than originally invoiced, Lottery will notify Contractor of the amount Lottery believes is due under the invoice. Contractor may resubmit an invoice for the lesser undisputed amount following Lottery’s review, and Lottery will pay the invoice as set forth in Section 7(b).

8. Independent Contractor; Responsibility for Taxes and Withholding.

a. Contractor shall perform all required Services as an independent contractor. Although the Lottery reserves the right (i) to determine the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, Lottery 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.

b. If Contractor is currently performing services for the State of Oregon or the federal government, Contractor by signature to this Contract declares and certifies that: Contractor’s Services to be performed under this 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 Services under this Contract. If applicable, Contractor meets the specific independent contractor standards of ORS 670.600. Contractor is not an “officer,” “employee,” or “agent” of the Lottery, as those terms are used in ORS 30.265(1) and (4). Contractor shall have no right or authority to incur or create any obligation for or legally bind the Lottery in any way.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments to Contractor under this Contract and, unless Contractor is subject to backup withholding, Lottery 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 to Contractor under this Contract, except as a self-employed individual.

9. Subcontracts and Assignment; Successors and Assigns.

a. Contractor shall not enter into any subcontracts for any of the Services required by this Contract or assign or transfer any of its interest in this Contract, without the Lottery’s prior written consent.

In addition to any other provisions the Lottery may require, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by Sections 7(d), 8, 9,10,11, 13, 15, 18, 19, 23, 26, 31, and 32 of this Contract as if the subcontractor were the Contractor. Lottery’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

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

10. No Third Party Beneficiaries.

Lottery 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

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 16 any benefit or right, 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.

11. Security Investigation(s).

This contract has been classified by Lottery as a General Procurement. A General Procurement does not require a security background investigation, unless deemed necessary by the Director or the Commission. Should the Director or the Commission determine, at any time during the Term of this Contract, that a background investigation is necessary, Lottery will provide all necessary forms and fingerprint cards, as required, to the Contractor.

12. Funds Available and Authorized; Payments.

Article XV, section 4(4)(d) of the Oregon Constitution provides that Lottery is a self-supporting, revenue-raising agency and that no appropriations, loans, or other transfers of state funds shall be made to it. Accordingly, all amounts payable by Lottery under this Contract are the sole responsibility of Lottery, and not the State, and are payable only from: (1) Revenues received by Lottery from lottery games; and (2) other miscellaneous revenues generated by Lottery. Lottery certifies that, as of the effective date of this Contract, sufficient funds are available and authorized for expenditure to finance the costs of this Contract within Lottery’s current financial plan. Notwithstanding this certification, Lottery’s payments under this Contract, together with all of Lottery’s other obligations incurred under ORS 461.510(4), are limited by Article XV, section 4(4)(d) of the Oregon Constitution and ORS 461.500(2). If Lottery’s authority or ability to conduct lottery games is removed or diminished, or if Lottery reasonably determines that expending the amounts payable by Lottery under this Contract would be in violation of the 16% (sixteen percent) limitation under ORS 461.500(2), Lottery may terminate this Contract.

13. Representations and Warranties.

a. Contractor’s General Representations and Warranties.

Contractor represents and warrants to Lottery that:

i. Contractor fully understands and shall perform its obligations under this Contract and shall not make any claims for, or have any rights to relief based on its claim that it misunderstood the terms of this Contract, or lacked information related to its required performance under this Contract.

ii. Contractor is qualified to do business in the State of Oregon and it will take such action as may be necessary to remain so qualified.

iii. Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits, and it shall not become so during the term of this Contract.

iv. Contractor shall comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to its performance under this Contract.

v. Contractor shall procure, at its own expense, all required licenses, certifications, permits, and governmental approvals necessary to perform its obligations under this Contract.

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vi. Contractor has the power and authority to enter into and perform this Contract;

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

viii. The Services under this Contract must be performed in a good and workmanlike manner and in accordance with the highest professional standards; and

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

b. Warranties Cumulative. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

14. RESERVED.

15. Indemnity.

a. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY THE LOTTERY AND THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER RESULTING FROM, ARISING OUT OF, OR

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

SUBCONTRACTORS, OR AGENTS UNDER THE CONTRACT.

b. IN ADDITION, CONTRACTOR, AT ITS OWN EXPENSE, SHALL SAVE INDEMNIFY, AND HOLD

HARMLESS THE LOTTERY AND THE STATE OF OREGON, AND THEIR AGENCIES, SUBDIVISIONS,

OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND DEFEND ANY ACTION BROUGHT

AGAINST SAME WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF ACTION, DEBT, LIABILITY

OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, TO THE EXTENT THAT IT IS (i) ARISING

OUT OF THE FURNISHING OR PERFORMANCE OF THE CONTRACTOR INTELLECTUAL PROPERTY

OR THIRD PARTY INTELLECTUAL PROPERTY, OR BOTH; OR (ii) BASED UPON A CLAIM THAT

EITHER THE CONTRACTOR INTELLECTUAL PROPERTY OR THIRD PARTY INTELLECTUAL

PROPERTY, OR BOTH, USED HEREUNDER INFRINGES OR VIOLATES ANY PATENTS, COPYRIGHTS,

TRADE SECRETS, LICENSES OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY.

c. PROVIDED, HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE WRITTEN

AUTHORIZATION TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR

REPRESENT THE INTEREST OF, THE STATE OR ITS OFFICERS, EMPLOYEES AND AGENTS PRIOR TO

SUCH ACTION OR REPRESENTATION. FURTHER, THE STATE, ACTING BY AND THROUGH ITS

DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING THAT OF ITS OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN IN THE STATE’S SOLE DISCRETION IT

DETERMINES THAT (i) PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR REPRESENTATION CONTEMPLATED; (ii) COUNSEL IS NOT ADEQUATELY DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS, EMPLOYEES AND AGENTS; (iii) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; OR (iv) THE BEST INTERESTS OF THE

STATE ARE SERVED THEREBY, CONTRACTOR’S OBLIGATION TO PAY FOR ALL COSTS AND

EXPENSES SHALL INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING ITS OWN DEFENSE

AND THAT OF ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER (i) AND (ii) ABOVE.

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16. Insurance.

Contractor shall have in effect, and maintain throughout the term of this Contract, the following insurance:

a. Workers’ Compensation.

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

Contractor shall require and ensure that each of its subcontractors complies with these requirements.

b. Commercial General Liability.

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

c. RESERVED.

d. Automobile Liability Insurance.

Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $500,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

e. Additional Insureds.

The liability insurance policies that Contractor obtains pursuant to this section, except for Professional Liability insurance, shall provide that the State of Oregon, Lottery and their divisions, officers and employees are additional insureds under the policy, but only with respect to the Services provided by Contractor under this Contract.

f. Certificates of Insurance.

As evidence of the insurance coverage required under this Contract, Contractor shall furnish acceptable insurance certificates to Lottery, as requested. The certificates must specify all of the parties who are additional insureds and shall indicate all deductible amounts or retentions for all self-insurance. Insuring companies shall be authorized to sell insurance in the State of Oregon. Contractor shall be financially responsible for all pertinent deductibles, self-insured retention, and self-insurance.

g. Notice of cancellation or change.

Contractor shall not, and shall cause its insurers to not cancel, materially change, reduce limits, or evidence intent not to renew the insurance coverage(s) without 30 calendar days prior written notice from the Contractor or its insurer(s) to the Oregon State Lottery Commission.

17. Termination.

a. Parties’ Right to Terminate for Convenience.

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This Contract may be terminated at any time by mutual written consent of the Parties.

b. Lottery’s Right to Terminate for Convenience.

Lottery may, at its sole discretion, terminate this Contract, in whole or in part, upon thirty (30) calendar days’ written notice to Contractor.

c. Lottery’s Right to Terminate for Cause.

Lottery may terminate this Contract immediately upon notice to Contractor, or at such later date as Lottery may establish in such notice, upon the occurrence of any of the following events:

(i) If Lottery funding from sales sources is not obtained and continued at levels sufficient to allow for compensation for the Services, in Lottery’s sole administrative discretion, the Contract may be modified to accommodate a reduction in funds;

(ii) If federal or state laws, regulations or guidelines are modified, or interpreted in such a way that the Services are prohibited, or Lottery is prohibited from paying for such Services from the planned funding source;

(iii) If the State of Oregon enacts a statute, a court decision is issued, or an initiative passes that removes the authority or ability of Lottery to conduct lottery games;

(iv) If any license or certificate required by law or regulations to be held by the Contractor to provide the Services required by this Contract is for any reason denied, revoked, or not renewed;

(v) If any control person, as defined in ORS 461.410, of Contractor is convicted of any crime;

(vi) If the Lottery discovers that 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 of the type made subject of the Contract, or is in default for failure to pay taxes or any other amount owed to a government entity;

(vii) Contractor commits any material breach or default of any covenant, warranty, obligation or certification 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 ten (10) Business Days after the date of Lottery’s notice of default, or such longer period as Lottery may specify in such notice;

(viii) Contractor or any of Contractor’s officers, employees, agents, or subcontractors commits any fraudulent or dishonest act in connection with performance under this Contract;

(ix) Contractor fails to immediately notify Lottery in writing of any material change in Contractor’s financial condition;

(x) Contractor fails to promptly notify Lottery in writing of any changes to persons performing Services under this Contract as required under Section 11b. Security Investigation/Changes to Approved Persons; or

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(xi) For adverse results of a security background investigation conducted by Lottery pursuant to Section 11.

d. Contractor’s Right to Terminate for Cause.

Contractor may terminate this Contract upon thirty (30) Calendar Days written notice of intent to terminate to Lottery if Lottery fails to pay Contractor pursuant to the terms of this Contract and Lottery fails to cure within ten (10) Business Days after receipt of Contractor’s written notice, or such longer period of cure as Contractor may specify in such notice.

e. Remedies.

(i) In the event of Contract termination pursuant to Section 17(a), (b), (c)(i), (c)(ii), (c)(iii), or (d), Contractor’s sole remedy shall be a claim for the sum designated for accomplishing the Services multiplied by the percentage of Services completed and accepted by Lottery, less previous amounts paid and any claim(s) which Lottery has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Subsection, Contractor shall immediately pay any excess to Lottery upon demand.

(ii) In the event of Contract termination pursuant to Section 17(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi) Lottery shall have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under 17(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi), the rights and obligations of the Parties shall be the same as if the Contract was terminated pursuant to Section 17(b).

f. Contractor’s Tender Upon Termination.

Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless Lottery expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to Lottery all documents, information, works-in-progress, and other property that are or would be deliverables had the Contract been completed. Upon Lottery’s request, Contractor shall surrender to anyone Lottery designates all documents, objects, or other tangible things required to complete the Services.

18. Records Maintenance; Access.

Contractor shall maintain all fiscal records relating to the subject matter of this Contract and Contractor’s performance hereunder, in accordance with Generally Accepted Accounting Principles.

In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor’s performance of its duties under the Contract. Contractor acknowledges and agrees that the Lottery and the Oregon Secretary of State’s Office, the Oregon Department of Revenue, the Oregon Department of Justice and their duly authorized representatives shall have access to such records and other books, documents, papers, plans and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination or expiration 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.

19. Confidential Information.

a. Confidential Information. Contractor acknowledges that it and its employees, agents or subcontractors may, in the course of performing their responsibilities under this Contract, be

ITB S-177000-00018230 Janitorial Services Depot F Wilsonville 21 exposed to or acquire information that is confidential to Lottery and the State of Oregon. Any and all information of any form obtained by Contractor or its employees, agents or subcontractors in the performance of this Contract shall be deemed to be confidential information of Lottery (“Confidential Information”). Any reports or other documents or items (including software) which result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Unless otherwise provided by law, Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document, (b) is subsequently and rightfully received by Contractor from third parties who have the necessary rights to transfer said information without any obligation of confidentiality, (c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract, (d) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information, or (e) is required to be disclosed by compulsory judicial or administrative process or by law or regulation; provided that if required to disclose Confidential Information under this subsection, Contractor shall first give the Lottery notice and shall provide such information as may reasonably be necessary to enable the Lottery to take such action to protect its interests.

b. Non-disclosure Agreement. Contractor shall ensure the confidentiality and non-disclosure of the Confidential Information, and if requested by Lottery, shall obtain non-disclosure agreements (“Agreements”) from each of Contractor’s employees, agents, and subcontractors who are performing Services under this Contract.