Draft Contract.pdf

OREGON DEPARTMENT OF TRANSPORTATION

SAMPLE SERVICES CONTRACT

ORBuys Contract Number:

Contract Title: Janitorial Services-John Day DMV

1. CONTRACT PARTIES and OVERVIEW This Contract is between the State of Oregon, acting by and through its Department of Transportation (“ODOT”) and ____________________, hereafter called “Contractor.” ODOT and Contractor together are also referred to as “Parties” and individually referred to as “Party.” The primary contacts for this Contract are identified in the table below. Each Party may change their respective Contract Administrator designee by promptly sending written notice via email to the other Party with a copy to ODOT’s Procurement Specialist for this Contract.

Non-Exclusive Agreement. This PA is established for the convenience of ODOT. ODOT makes no guarantee of any minimum or maximum purchases under this PA. ODOT reserves the right to contract for the purchase of similar services outside of this PA in accordance with applicable law.

Project/Delivery Location:

193 N Canyon Blvd., John Day OR 97845

Associated Invitation to Bid Number:

S-73000-00017020

ODOT’s Contract Administrator:

Stephanie Zellner 1905 Lana Ave NE Salem OR 97314 971-701-4255 Stephanie.S.Zellner@o9dot.oregon.gov

Procurement Specialist:

Ann Rittenhouse 355 Capitol St NE Salem OR 97301 503-910-0911

Contractor’s Contract Administrator:

Name, address & phone

Alternate Contact:

Name, address & phone

ODOT’s On-Site Coordinator:

Darren Porter 193 N Canyon Blvd.

John Day, OR 97845 541-757-4291 Darren.L.Porter@odot.oregom.gov

Invoices Shall Be Submitted To:

Dianna Price via email at:

Dianna.A.Price@odot.oregon.gov

Total Contract Amount: $

TABLE OF CONTENTS

1. CONTRACT PARTIES and OVERVIEW

2. DEFINITIONS

3. CONTRACT TERM

4. DELIVERY LOCATION, SCHEDULE and PRICING

5. SPECIFICATIONS

6. STANDARD TERMS AND CONDITIONS

7. SPECIAL TERMS AND CONDITIONS

8. CONTRACT EXHIBITS

9. CONTRACTOR CERTIFICATIONS and SIGNATURES

EXHIBIT A – STATEMENT OF SERVICES

EXHIBIT B – PERFORMANCE EVALUATION

EXHIBIT C – INSURANCE REQUIREMENTS

EXHIBIT D - TITLE VI NON-DISCRIMINATION PROVISIONS

EXHIBIT E – TASK PERFORMANCE CHECKLIST

EXHIBIT F – CERTIFIED SMALL BUSINESS ASPIRATIONAL TARGET PROVISIONS

2. DEFINITIONS

2.1 Standard Definitions: The following terms have the meaning provided in OAR 125-246-0110:

“Business Day”, “Contract”, “Contractor”, “OAR”, “ORS”, “Purchase Order” (“PO”), “Services”, “Specification”, “State”.

2.2 Contract -Specific Definitions: In addition to the terms defined elsewhere in this Contract, the following terms shall have the meanings set forth after the term:

“Contractor’s Contract Administrator” means the individual who is the designated services manager or the Contractor’s on-site lead person, responsible for the Contractor’s day-to-day performance of Services under the Contract.

“DAS” means the Department of Administrative Services for the State of Oregon.

“Facility” means the location described in the Project/Delivery Location. See table in Section 1.

“Janitorial Supervisor” means the individual who is the designated services manager or Contractor’s on-site lead person, responsible for Contractor’s day-to-day performance of Services under the Contract.

“On-Site Coordinator” means the individual identified in Section 1 as the ODOT contact for the Contractor concerning day-to-day activities under the Contract.

“Price” or “Prices” means the amount or amounts to be paid to Contractor by ODOT as specified in Section 4 this Contract.

“State Procurement Office” means the Oregon Department of Administrative Services, State Procurement Office.

3. CONTRACT TERM

3.1 EFFECTIVE DATE AND EXPIRATION. This Contract is effective on the date it has been signed by the Parties, and all required approvals have been obtained. No work or compensation under the Contract is authorized until notice to proceed has been issued in writing (email acceptable) by ODOT.

Unless otherwise extended or terminated, this Contract shall expire in 4 years or when all Contractor obligations under the Contract are completed in conformance with all applicable requirements and payment has been made in full, whichever is sooner.

3.2 EXTENSIONS. Contingent upon ODOT’s need, availability of approved funding, and Contractor’s performance, ODOT may extend the Contract for up to 4 additional years. The maximum term of this Contract shall be 8 years . ODOT will notify Contractor in writing of ODOT's intent to extend the Contract at least 30 calendar days prior to the expiration of the then-current term. If Contractor consents to the extension, ODOT will process an amendment to extend the term. If Contractor does not consent, the Contract will expire according to its terms, unless earlier terminated. Notwithstanding the foregoing, ODOT reserves the right to extend the Contract for up to two calendar months beyond any term without Contractor’s consent. Consecutive two-month extensions under this section are not allowed.

4. DELIVERY LOCATION, SCHEDULE and PRICING

4.1 DELIVERY LOCATION: See table in Section 1.

4.2 DELIVERY SCHEDULE AND PRICES: See Exhibit A – Statement of Services

4.3 CONTRACT PRICING: The pricing for the Services to be provided by the Contractor under the

Contract shall be as follows:

4.2.1 The Unit Price for Item 1 is the total monthly cost for daily, weekly, monthly tasks and additional disinfecting, excluding Periodic Services.

4.2.2 All Periodic Services required under the Contract are listed as separate price items. The Contractor shall list these Tasks as separate line items on the invoice per occurrence for these Tasks.

4.2.3 EXCEPTION/EMERGENCY CLEANING SERVICE: Contractor may occasionally be required to perform cleaning services on an exception/emergency basis for items or areas not covered by the Task Summary. Such services shall be requested by the ODOT On-Site Coordinator or designee on an individual basis and shall be listed as a separate line item on the invoice. The cost for Exception/Emergency Cleaning Service shall be a dollar cost per person-hour for such service.

Janitorial Services for John Day DMV

ITEM

DESCRIPTION

EST.

QTY.

UNIT

UNIT

PRICE

TOTAL

PRICE

1. Daily, Weekly and Monthly Tasks 12 Months

Annual Janitorial Cost

PERIODIC SERVICES

2. Hard Floor Care 2 Per Year

3. Carpet Cleaning 2 Per Year

4. Window Cleaning 1 Per Year

Total Annual Cost:

5. Exception Services 1 Hour

6. Emergency Services 1 Hour

4.4 Adjustment of Prices:

4.4.1 Prices may be adjusted in whole or in part at any time during the Term of the Contract in the event of (a) a change in the scope of Services or enlargement or reduction of the size of the Facility to be served, or (b) changes in the cost of providing the Services.

4.4.2 Under the circumstances described in Section 4.4.1, either party may request a Price adjustment in writing to the other party. Requests for adjustments must be submitted at least 60 days prior to the proposed effective date and shall include supporting information and documents sufficient to demonstrate that the need for the adjustment is the result of the application of the criteria identified in Section 4.4.1.

4.4.3 Services provided without written authority from ODOT will be considered as unauthorized Services and will not be paid by ODOT.

4.4.4 Invoices shall be submitted as designated in Section 1.

4.4.5 CORRECTIVE WORK: Contractor shall provide Services, as required in Exhibit A - Statement of Services to ODOT’s satisfaction. If ODOT, in its sole discretion, determines that the Services are unacceptable, ODOT shall notify Contractor in writing of the deficiency. Within 2 calendar days of receipt of the deficiency notification Contractor shall respond to ODOT outlining how the deficiency shall be corrected. Contractor shall correct any deficiencies in the Services to ODOT’s satisfaction without further compensation. If resolution is not achieved, ODOT may withhold payments until deficiencies have been corrected to performance standard of Services. ODOT shall not unreasonably withhold payment.

5. SPECIFICATIONS

The apparent silence of the Specifications (including any supplemental Specifications) as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that Contractor shall meet the highest standards prevalent in the industry or business most closely involved in providing the Services to be provided under the Contract.

The Specifications applicable to any Services provided under the Contract are set forth in Exhibit A to this Contract.

6. STANDARD TERMS AND CONDITIONS

6.1 CONFLICT OF INTEREST (COI). Contractor shall comply with the ODOT Conflict of Interest Guidelines for Procurements and Contracts (“COI Guidelines”), as may be revised from time to time, available at: https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx. Contractor shall immediately submit to ODOT an accurate and complete Conflict of Interest Disclosure Form (available at the above website) if any disclosures are required per the ODOT COI Guidelines.

6.2 RESERVED

6.3 INSPECTIONS. Services furnished under this Contract shall be subject to inspection and test by ODOT at times and places determined by ODOT. If ODOT finds Services to be incomplete, not in compliance with Contract requirements, or deficient in any way, ODOT, at its sole discretion, may either reject the Services, require Contractor to correct any deficiencies without charge, or negotiate with https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx

Contractor to sell the Services to ODOT at a reduced price, whichever ODOT deems equitable under the circumstances. ODOT will provide written notice of any rejected Services that, at a minimum, itemizes the apparent deficiencies. If Contractor is unable or refuses to cure any deficiencies within a time deemed reasonable by ODOT, ODOT may reject the Services and cancel the Contract, the PO, or both, in whole or in part. Nothing in this paragraph shall in any way affect or limit ODOT’s rights as Buyer under the Uniform Commercial Code including but not limited to the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080. ODOT’s review, approval or acceptance of, or payment for, the Services required under the Contract shall not be construed to operate as a waiver of any rights under the Contract or of any cause of action arising out of the Contractor’s performance, and Contractor shall be and shall remain liable to ODOT in accordance with applicable law for all damages to ODOT caused by Contractor’s performance or failure of any of the Services furnished under the Contract.

6.4 INVOICES. Contractor shall submit invoice(s) as designated on page 1 after ODOT’s acceptance of Services provided under this Contract. Contractor shall submit invoices by the 10th of each month for the Services provided during the previous month. Contractor’s invoice must include:

• Contract number;

• A detailed description of Services and deliverables provided, including the name or names of the individuals who performed Services to which the invoice applies, the dates Services were performed, the rate or rates for Services performed, and the total cost of Services;

• Itemization of any expenses for which Contractor claims reimbursement, but only as authorized under the Contract or preauthorized in writing by ODOT’s Contract Administrator; and

• The total amount due and the payment address.

6.5 COMPENSATION

6.5.1 Payment terms. No Payment shall be made for Services provided before all necessary governmental approvals have been obtained, the Contract is fully executed, and a Notice-To-Proceed has been issued by ODOT. Payment to Contractor for Services provided will normally be made within 30 calendar days following the date the invoice (prepared in conformance with Contract requirements) is received. After 45 calendar days, Contractor may assess overdue account charges to ODOT on unpaid invoices only in accordance with ORS 293.462. Contractor shall not be compensated by any other agency or department of the State for Services provided under the Contract.

6.5.2 Direct Deposit via Automated Clearing House (“ACH”). For Contractors that receive ongoing monthly payments from ODOT on one or more contracts or price agreements, ODOT prefers making payments via ACH direct deposit. While not required, if Contractor has not previously authorized ACH direct deposit and would prefer ACH to expedite transfer of payments after invoices are approved, Contractor must complete a Vendor ACH Authorization form (https://www.oregon.gov/ODOT/Forms/2ODOT/7310781.pdf) and submit to ODOT per the instructions on the form.

6.5.3 Basis of Payment. Full completion. ODOT will pay all amounts due upon approval of Contractor’s invoice, but only after ODOT has determined that Contractor has provided and ODOT has accepted all Services required and in conformance with Contract and PO requirements.

6.5.4 Expenses. All Contractor travel and other expenses, if any, are included in the fixed-price amount(s) established in the Contract and are not separately reimbursable under the Contract.

https://www.oregon.gov/ODOT/Forms/2ODOT/7310781.pdf

6.5.5 Reserved.

6.5.6 Pay Equity Compliance.

a. Discriminatory Wage Rates Prohibited. As required by ORS 279B.235 or ORS 279C.520, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, gender identity, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles ODOT to terminate this Contract for cause.

b. Employee Discussions Regarding Compensation. As required by ORS 279B.235 or ORS 279C.520, 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 and may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person.

6.6 REPRESENTATIONS AND WARRANTIES.

6.6.1 Contractor represents and further warrants that:

a. Contractor has the power and authority to enter into and perform the Contract and that such Contract and any POs entered into under the PA, when executed and delivered, shall be valid and binding obligations of Contractor enforceable in accordance with their terms.

b. All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to any Goods delivered under this Contract. Any materials provided under the Contract shall be free from defects in materials and manufacture and shall meet the requirements of the Specifications/Statement of Work under the Contract and any POs entered into under the PA.

c. Contractor is duly licensed to provide the Services specified in the Contract, and if there is no licensing requirement, Contractor is duly qualified and competent to perform in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Services to be provided under the Contract.

d. Contractor shall have all manufacturer warranties covering any Goods (and component parts, where applicable) supplied under the Contract transferred to ODOT at time of delivery at no charge. Contractor shall be responsible for completing and processing any warranty registration paperwork required by manufacturer. If a conflict or inconsistency exists between a manufacturer’s warranty and Contractor’s warranty, the warranty that provides the greatest benefit and protection to State shall prevail.

e. Any materials delivered under the Contract are free and clear of any liens and encumbrances, that Contractor has full legal title to the materials, and that no other person has any right, title or interest in the materials which shall be superior.

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

6.6.2 Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided in the Contract. All warranties provided in the Contract shall be cumulative and shall be interpreted broadly to give ODOT the greatest warranty protection available.

6.7 REMEDIES.

6.7.1 ODOT’s Remedies.

a. In addition to the remedies afforded elsewhere herein, ODOT shall be entitled to recover any and all damages suffered as a result of Contractor's breach of the Contract or any PO entered into under the PA, including but not limited to direct, indirect, incidental and consequential damages. ODOT may also be entitled to any equitable remedies to which it may show itself entitled.

b. In the event Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State, ODOT may:

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

ii. Terminate the Contract and any POs entered into under the PA, in whole or in part, immediately upon written notice to Contractor or at such later date as ODOT may establish in such notice; or

iii. Pursue any or all of the remedies available under the Contract, at law, or in equity.

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

6.7.2 Contractor's Remedies. In the event ODOT terminates the Contract or any PO entered into under the PA under either Section 6.8.2 or 6.8.3, or in the event ODOT is in default of a material provision of the Contract or any PO entered into under the PA and whether or not Contractor elects to exercise its right to terminate the Contract under Section 6.8.4, Contractor's sole remedy shall be

(a) a claim against ODOT for the unpaid price for any Goods delivered and accepted by ODOT, (b) with respect to Services compensable on an hourly basis, a claim against ODOT for unpaid invoices, hours worked but not yet billed, and authorized expenses for Services completed and accepted by ODOT, or (c) with respect to deliverable-based Services, a claim against ODOT for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by ODOT, less previous amounts paid and any claim(s) which State has against Contractor.

If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to ODOT upon written demand. In no circumstance shall Contractor be entitled to lost profits for Work not performed due to termination.

6.7.3 Attorney’s Fees. With the exception of defense costs and expenses pursuant to Section 6.13, neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Contract or any PO entered into under the PA.

6.8 TERMINATION:

6.8.1 Mutual Consent: This Contract or any PO entered into under the PA may be terminated at any time by mutual written consent of the Parties.

6.8.2 ODOT’s Right To Terminate For Convenience: ODOT may, at its sole discretion, terminate this Contract or any PO entered into under the PA upon 30 calendar days prior written notice by ODOT to Contractor, except as otherwise provided for emergency response work in Exhibit G, section 1.3.

6.8.3 ODOT’S Right To Terminate For Cause: In addition to any other rights and remedies ODOT may have under the Contract, ODOT may terminate this Contract or any PO entered into under the PA immediately upon written notice by ODOT to Contractor, or at such later date as ODOT may establish in such notice, or upon expiration of the time period specified in such notice, upon occurrence of any of the following events:

a. ODOT fails to receive appropriations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for the Services to be provided under the Contract;

b. Federal or State laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of Services under the Contract or any PO entered into under the PA is prohibited or ODOT is prohibited from paying for such Services from the planned funding source;

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

d. Contractor commits any material breach or default of any covenant, warranty, obligation, certification or agreement under the Contract, and such breach is not cured within 14 calendar days after ODOT's notice to Contractor, or such longer period as ODOT may specify in the notice.

Pursuant to this section, upon receipt of written notice of termination, Contractor shall stop performance under the Contract (or any PO entered into under the PA) as directed by ODOT.

6.8.4 Contractor: Contractor may terminate the Contract, in whole or in part, upon 30 calendar days written notice to ODOT’s Contract Administrator, or at such later date as Contractor may establish in such notice, upon ODOT's default of a material provision of the Contract.

6.8.5 In the event that ODOT terminates this Contract pursuant to section 6.8.3 and a court of competent jurisdiction later determines that Contractor was not in default, ODOT’s termination of this Contract shall be deemed to be a Termination for Convenience pursuant to section 6.8.2.

6.9 SURVIVAL. Termination of the Contract shall not extinguish or prejudice ODOT's right to enforce the following provisions: 6.6 Representations and Warranties; 6.10 Compliance with Applicable Laws and Standards, 6.11 Governing Law; 6.12 Venue, Consent to Jurisdiction; 6.13 Indemnification; 6.18 Access to Records; 6.7 Remedies; and all other remedy provisions included in the Contract.

6.10 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS. Contractor shall comply with all federal, State and local laws, regulations, executive orders and ordinances applicable to this Contract or to Contractor’s obligations under this Contract, as they may be adopted or amended from time to time.

All rights and remedies available to ODOT under applicable federal, State and local laws are also incorporated by reference herein and are cumulative with all rights and remedies under the Contract.

Without limiting the generality of the foregoing, ODOT’s performance is conditioned upon Contractor’s compliance with the following laws, regulations and executive orders (as amended from time to time) to the extent they are applicable to the Contract:

a. (Non-discrimination) Titles VI and VII of Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; Executive Order 11246;

The Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; The Vietnam Era Veterans’ Readjustment Assistance Act of 1974;

b. ORS 279B.020 Maximum hours of labor on public contracts; holidays; exceptions; liability to workers; rules;

c. ORS 279B.220 – Prompt payment to suppliers and subcontractors; payment of contributions or amounts due the Industrial Accident Fund; liens or claims against the State on account of any labor or material furnished; payment of withholding to the Department of Revenue under ORS 316.167;

d. ORS 279B.230 – Payment for medical care and providing workers’ compensation;

e. ORS 279B.235 Condition concerning hours of labor;

f. all regulations and administrative rules established pursuant to the foregoing laws.

6.11 GOVERNING LAW. The Contract shall be governed by and construed in accordance with the internal laws of the State without regard to principles of conflicts of law. To the extent not modified by the terms of this Contract, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs any Goods sold under this Contract.

6.12 VENUE; CONSENT TO JURISDICTION. Any claim, action, suit or proceeding (collectively, "Claim") between ODOT and Contractor that arises from or relates to the Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

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

6.13 INDEMNIFICATION. Contractor shall defend, save, hold harmless, and indemnify the State, the Oregon Transportation Commission, ODOT, and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses, including attorney fees, of any nature whatsoever resulting from, arising out of, or relating to the contract, including but not limited to (1) the activities of Contractor or its officers, employees, subcontractors, or agents, and (2) the Services provided by Contractor. However, the Oregon Attorney General must give written authorization to Contractor or any legal counsel purporting to act in the name of, or represent the interests of the State, 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 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 officers, employees, and agents under (i) and (ii) above.

6.14 FALSE CLAIMS. Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785) and to any liabilities or penalties associated with the making of a false claim under that Act. By its execution of the Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make or cause to be made that pertains to the Contract or the Services being provided, including but not limited to Contractor’s Bid and any invoices, correspondence, reports, or other deliverables.

6.15 NOTICES. Except as otherwise expressly provided in the Contract, any notices between the Parties shall be given in writing by e-mail, by personal delivery, facsimile, or mailing the same, postage prepaid, to the Contract Administrator listed for each Party in Section 1, or to such other person and address as either Party may hereafter indicate in writing to the other. Any communication or notice sent by e-mail during normal business hours on a Business Day shall be deemed received the Business Day it is sent. The recipient of any notice sent by e-mail shall reply by e-mail to confirm receipt of such notice. Any communication or notice made by personal delivery shall be deemed to be received when actually delivered. Any communication or notice properly addressed and mailed shall be deemed received 5 calendar days after the date of mailing. Any communication or notice delivered by facsimile shall be deemed received on the date of the notice of successful transmission generated by the transmitting machine.

6.16 SAFETY AND HEALTH REQUIREMENTS. Services provided under this Contract must comply with all federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon Occupational Safety and Health Administration requirements, including those of the State Workers’ Compensation Division. Contractor shall take every precaution to instruct employees about and otherwise safeguard them against any possible injuries associated with chemicals or equipment as well as other potential hazards within the facility.

6.17 SAFETY DATA SHEET (SDS) AND PRODUCT LABELING. Contractor shall comply with Hazard Communication requirements set forth in 29 CFR 1910.1200. Contractor shall provide ODOT with an SDS [as defined by the Occupational Safety and Health Administration (OSHA) and the Globally Harmonized System of Classification and Labelling of Chemicals (GHS)] for any Goods provided or products used under the Contract which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. Contractor shall keep SDS on file at the location where products that include classified chemicals are used or stored by Contractor. In addition, Contractor must label, tag or mark such products with the following information:

6.17.1 Identity of the hazardous chemical(s) which must include the product identifier used on the

SDS;

6.17.2 Appropriate signal word, hazard statement(s), pictogram(s), and precautionary statement(s) specified in applicable regulations for each hazard class and associated hazard category; and

6.17.3 Name and address of the chemical manufacturer, importer or other responsible entity.

6.18 ACCESS TO RECORDS. Contractor shall maintain all fiscal and other records relevant to Contractor's performance under the Contract (collectively, "Records") in accordance with generally-accepted accounting principles. ODOT, its duly authorized representatives, and the federal government shall have access to Records for purposes of examination and copying. Contractor shall retain and keep accessible all Records for a minimum of 6 years, or such longer period as may be required by applicable law following expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later.

6.19 FOREIGN CONTRACTOR. If Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporations Division all information required by those agencies relative to the Contract.

6.20 RECYCLED PRODUCTS. Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of all Contracts with ODOT.

6.21 TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence for Contractor's performance obligations under the Contract.

6.22 FORCE MAJEURE. Neither ODOT nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the Party's reasonable control.

Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the Contract. ODOT may terminate the Contract upon written notice after reasonably determining that such delay or default will likely prevent successful performance of the Contract.

6.23 CONTRACTOR PERSONNEL. Contractor shall exercise due care to choose and manage its personnel and ensure that permitted subcontractors choose and manage their personnel so that only suitably responsible, professionally competent, and disciplined representatives will be operating in any ODOT area, many of which have sensitive and critical activities.

6.24 SEVERABILITY. If any provision of the Contract is declared by a court of competent jurisdiction to be illegal, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

6.25 SUBCONTRACTS AND ASSIGNMENT; SUCCESSORS AND ASSIGNS

6.25.1 Written Consent. Contractor shall obtain ODOT's written consent prior to entering into any subcontracts for any of the Services required by the Contract, or in any manner assigning, selling or transferring any of its rights or interest under the Contract or delegate any of its duties or performance under the Contract.

6.25.2 Provisions for Subcontracts. Contractor shall include in any permitted subcontract a requirement to comply with the following Contract provisions: 6.6 Representations and Warranties,

6.10 Compliance with Applicable Laws and Standards, 6.11 Governing Law, 6.12 Venue; Consent to Jurisdiction, 6.13 Indemnification, 6.14 False Claims, 6.18 Access To Records, and, if applicable, Exhibit B – Prevailing Wage Rates. ODOT’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract. 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.

6.26 THIRD PARTY BENEFICIARIES. The State, the Oregon Transportation Commission and ODOT are intended third-party beneficiaries of the Contract with express independent authority to enforce the terms and conditions of the Contract. Otherwise, there are no third-party beneficiaries of the Contract.

6.27 COUNTERPARTS. The Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Contract so executed shall constitute an original.

6.28 MERGER; AMENDMENT; WAIVER; INTERPRETATION. The Contract and any POs entered into under the PA constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Contract or any POs entered into under the PA. This Contract may be amended, within the scope of this procurement, to the extent permitted by applicable statutes and administrative rules. No waiver, consent, modification or change of terms of the Contract (collectively, "Amendment") shall bind either Party unless it is in writing and signed by both Parties and all necessary approvals have been obtained.

Amendments shall be effective only in the specific instance and for the specific purpose given. The failure of ODOT to enforce any provision of the Contract shall not constitute a waiver by ODOT of that or any other provision. The characterization of provisions of the Contract as material provisions or the failure to comply with certain provisions as a material breach of the Contract shall in no way be construed to mean that any other provisions of the Contract are not material or that failure to comply with any other provisions is not a material breach of the Contract.

6.29 CERTIFIED SMALL BUSINESSES. Respecting certification as a disadvantaged business enterprise, minority-owned business, woman-owned business, business that a veteran owns or an emerging small business under ORS 200.055, as and when applicable, the Contractor shall maintain the certifications and require in its subcontracts that subcontractors maintain the certifications required by ORS 279A.107 as a material condition of the Contract. If the Contractor or subcontractor was awarded the Contract or subcontract, as applicable, in the course of ODOT carrying out an affirmative action goal, policy or program under ORS 279A.100, and Contractor or subcontractor fails to maintain the required certification, ODOT may terminate the Contract, require the Contractor to terminate the subcontractor, or exercise any of remedies reserved for breach of the Contract (except as provided under ORS 279A.107(2)(c)). Contractor shall promptly provide written notice to ODOT if Contractor or any of its subcontractors fail to maintain an applicable certification under this provision.

6.30 Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the Contract and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. ODOT reserves the right at any time to require the submission of the hard copy originals of any documents.

7. SPECIAL TERMS AND CONDITIONS

7.1 Contact Person: Contractor shall designate one or more persons(s) responsible for Contractor’s work under this Contract. Contractor shall provide to ODOT the names, addresses and telephone numbers of such person(s) and shall keep this information current at all times. Should contact with such person(s) require long-distance calls, the State reserves the right to call collect.

7.2 Document Security: Contractor shall protect and keep all materials secure and confidential. Any disclosure or removal of any materials and/or property on the part of Contractor shall be cause for immediate termination of the Contract. Any liability, including but not limited to attorney fees, resulting from any action or suit brought against the State as a result of Contractor’s willful or negligent release of information, documents, or property shall be borne by Contractor.

7.3 Right of Access: Contractor shall provide ODOT with a complete list of its employees who will be providing Services under this Contract. Contractor shall update this list as staffing changes occur during the term of this Contract. The name and date of birth of all initial employees, their back-ups, and all Contractor personnel added to the list must be submitted to ODOT 72 hours in advance of the person performing Services. Contractor acknowledges and agrees that only its employees on the most current list shall have the right of access to the Facility and shall be the only Contractor employees utilized to provide Services.

7.4 Background Checks for Contractor’s Employees:

7.4.1 Contractor shall obtain criminal records checks for and screen each person who will be performing Services before allowing the person access to the Facility or authorizing the person to perform any Services under the Contract from the Oregon State Police or appropriate Federal/National Security Agency.

7.4.2 Contractor shall verify each person’s fitness to perform Services in accordance with the Criminal Record Checks and Fitness Determination Rules. Contractor shall provide a letter via certified mail or delivered in person to the Contract Administrator attesting that Contractor has complied with this requirement.

7.4.3 Contractor shall permit only persons that meet the standards in OAR Chapter 125, Division 7 (“Criminal Records Check Fitness Determination Rules”) to perform Services under this Contract.

Contractor shall not utilize any person in the performance of Services who has any employment history that in Contractor’s reasonable judgement poses a risk to the security and confidentiality requirements of the Contract, or to the safety of persons at the Facility.

7.4.4 Contractor shall maintain records of criminal records checks according to Section 6.18.

Contractor shall provide the criminal records check files upon request.

7.4.5 ODOT has the sole right to determine the acceptability of each individual for access to the Facility based upon the result of criminal and other background checks.

7.5 Employee Requirement: Contractor shall not utilize any employee in the performance of Contract Services who is under indictment, has been convicted of ANY crime, has an outstanding arrest warrant, or has any criminal, psychological, or employment history that in Contractor's reasonable judgment poses a risk to the security and confidentiality requirements of the Contract, or to the safety of persons on ODOT premises. In addition, Contractor's employees shall not commit any acts of unlawful sexual harassment, as defined in OAR 839-005-0030, while performing Services under this Contract. Any Contractor employee who fails to meet this requirement following a single verbal warning shall be excluded from providing Services under this Contract.

ODOT reserves the right to screen, and when necessary as determined by ODOT, refuse access to Contractor's employees to the Facility or surrounding ODOT premises.

7.6 Access Cards; Keys:

7.6.1 ODOT will provide to Contractor security codes and means of access to the Facility for use in the performance of Services under this Contract. Contractor shall provide a list of its employees who are assigned or possess access cards, buttons or keys. This list must include the identification numbers of each access card, button and key assigned. Contractor shall maintain a current record of all access cards, buttons and keys and provide such current record to ODOT within 48 hours of the Effective Date of Contract or of any Amendment modifying the scope of work or within 24 hours of request from ODOT. Contractor shall not have additional keys made or reassign any access card or buttons without prior approval from ODOT. Contractor shall immediately return all access cards, buttons or keys to ODOT upon termination or cancellation of this Contract. Contractor shall assure that any employee who is assigned or possess access cards, buttons or keys immediately returns all such access cards, buttons or keys to Contractor upon termination of employment.

7.6.2 Contractor shall be liable and responsible for any and all ODOT’s costs, losses and damages, including but not limited to the cost of re-keying doors, gates, and locks, arising out of or related to the loss of or other failure to return or account for access cards, buttons or keys by Contractor.

Contractor shall contact ODOT within 24 hours of a lost key, access card, or button to inform ODOT of the ID numbers and Facility area affected. Contractor, its employees, and its agents shall not have additional keys, cards, or buttons reproduced without prior written approval from the ODOT.

7.6.3 Contractor shall use access cards, buttons, keys and security systems only as instructed by ODOT. Contractor may request additional alarm system training in writing. Alarm response charges, if any, resulting from a false alarm or other alarm response caused by Contractor's action or negligence, or the action or negligence of an employee of Contractor, will be deducted from the current month’s invoice or will be credited against a future invoice (“False Alarm Fee”). This False Alarm Fee will be based on the current alarm response fee charged to ODOT by ODOT’s contracted security company. Alarm response by ODOT’s security company due to Contractor's or its employees’ action or negligence will constitute a material breach and may lead to Contract termination.

7.7 Security System Codes: Contractor shall be liable and responsible for all ODOT’s costs, losses or damages, including, but not limited to, costs to make changes or corrections to the Facility security systems arising from or related to the willful, negligent, or accidental release of security codes to unauthorized persons by Contractor, its officers, employees or agents.

7.8 ODOT’s Reporting Method: The ODOT On-Site Coordinator or designee may use a fax form or email to communicate with Contractor regarding performance concerns or Service problems that need to be resolved. Contractor shall contact the ODOT On-Site Coordinator or designee, by phone or in person, within the current day or at the beginning of the next workday to schedule and implement corrective action of these issues. Contractor's failure to respond to the ODOT requests within the timeframe will be considered a failure to perform and may lead to Contract termination.

The ODOT Contract Administrator shall be the first point of contact for ODOT on all modifications or issues relating to this Contract, unless other arrangements are provided and agreed to in writing.

7.9 Increase or Reduction in Space: If ODOT determines that it is necessary to either increase or decrease the amount of space occupied at the Facility, this Contract may be amended, by mutual agreement between the parties, to reflect the requisite increase or decrease in required Services, if any.

7.10 Contractor Expectations: Contractor shall provide a well supervised, trained and fully staffed work force at all times to perform the contracted services in a timely and efficient manner. Contractor shall be responsible for providing acceptable staffing levels and employee supervision to ensure all contracted Services are satisfactorily performed in the safest, most cost-effective manner possible, and ensure that appropriate equipment is being utilized, and that correct operating procedures, work practices, and Contract requirements are being followed. ODOT reserves the right to review 24/7 surveillance video to confirm performance.

Contractor shall ensure that all Contractor employees utilize the most effective and efficient work practices possible at all times in the performance of Services under Contract. Repeated failure to provide the necessary oversight and supervision will be considered a material breach and may lead to Contract termination.

7.11 Security Requirements: All ODOT property, materials and documents handled by Contractor in the performance of this Contract are not to be read or otherwise used by Contractor or Contractor’s employees.

7.12 Facility Security: Only the Contractor and Contractor's employees shall be authorized access to the Facility to perform Services under this Contract. While Services are being performed in or about the Facility or the Facility site, all exterior doors and ground floor windows shall be kept closed and locked.

Any exterior exit being used to remove supplies, trash or equipment shall not be blocked open or left unattended during this process. Interior door security shall be maintained in the individual areas within the Facility during the shift. Doors to unattended rooms shall be closed and secured during the shift except while being serviced. Contractor shall ensure the Facility is secured while performing Services inside the Facility and upon departure. Once the Facility is locked, Contractor or Contractor's employees shall not open doors to allow a person to enter. Any problems or questions regarding individuals requesting access without an entrance key, access card or button, or other form of proper identification, or any problems with unauthorized persons, loitering, theft, or vandalism shall be immediately reported by phone to ODOT's contracted Security Company. ODOT reserves the right to screen, and when necessary, refuse access to the Facility or specific work areas in the Facility to any of Contractor’s employees. The Facility is under 24/7 video surveillance, and ODOT reserves the right to review surveillance videos to address security concerns or to identify performance concerns as described in 7.11.

Breach of security may be cause for immediate Contract termination. Contractor shall be allowed only in the areas specified in this Contract. Some areas may be considered off limits to Contractor. Contractor shall be notified of any such areas. Contractor’s employees shall leave the premises promptly upon completion of their work. Loitering more than 30 minutes prior to the beginning of the scheduled work shift or more than 30 minutes after the scheduled work shift shall not be permitted.

7.13 Unauthorized Phone Calls and Equipment Use: Except as may be provided elsewhere herein, Contractor, its employees and its agents shall not use any of ODOT’s equipment including, but not limited to, telephones (except pay telephones), copiers, personal computers and facsimile machines without prior written authorization from ODOT. Any unauthorized use of ODOT’s equipment by Contractor, its employees or agents will be billed to Contractor and will include (a) any costs incurred by ODOT for investigation and (b) any administrative fees incurred by ODOT. Any unauthorized use of ODOT’s equipment by Contractor, Contractor employees or its agents constitutes a material breach of Contract and cause for immediate termination of this Contract.

7.14 OSHA Guidelines for Blood Pathogens: Contractor shall comply with the OSHA Standard 29 CFR

1910.1030 Blood Borne Pathogens as it pertains to the training, safety and equipment needed for all employees engaged in janitorial service. Contractor shall be responsible for compliance on date of Contract acceptance and upon request, shall provide proof to the Contract Administrator.

7.15 Safety/Health Hazards: Contractor shall take every precaution to instruct its employees and agents relative to, and to otherwise provide safeguards against any possible injuries associated with the Services to be provided under this Contract, including but not limited to any hazards associated with hazardous chemicals, cleaning agents, and equipment. Products containing hazardous chemicals are those products covered by OAR Chapter 437.

7.16 Transportation: Contractor is responsible for transportation of its employees to and from the Facility.

7.17 Confidentiality: All State property and Confidential Records that Contractor or Contractor's employees and agents may come into…