KT-3197-22 FINAL.pdf

OREGON DEPARTMENT OF FORESTRY (ODF)

REQUEST FOR QUOTE (RFQ)

ISSUE DATE:

RFQ #: RFQ DUE DATE & TIME:

DELIVER TO: REQUESTED BY / RETURN QUOTE TO:

UNIT/DISTRICT

NAME:

Oregon Department of Forestry NAME: Dan Long

ADDRESS: 2600 State St. Building C ADDRESS: 2600 State St. Building C CITY, STATE, ZIP: Salem, OR 97310-0340 CITY, STATE, ZIP: Salem, OR 97310-0340

REQUIRED DELIVERY

DATE AND TIME:

June 1, 2022

3:00 PM

EMAIL: Daniel.d.long@odf.oregon.gov

TELEPHONE:

FAX #:

971-345-7823

ITEM DESCRIPTION QTY UNIT UNIT

PRICE

TOTAL

PRICE

Janitorial Services

SEE ATTACHED SPECIFICATIONS:

Exhibit A – Statement of Services

TOTAL $

PRICES VALID THROUGH:

VENDOR / CONTRACTOR INFORMATION:

COMPANY:

ADDRESS:

CITY, STATE, ZIP:

CONTACT NAME:

E-MAIL:

TELEPHONE:

FAX:

CONTRACTOR SIGNATURE:

By signature below the undersigned certifies that they are authorized to act on behalf of the quoter and will comply with all aspects of the quote herein.

SIGNATURE:

NAME:

TITLE:

DATE:

DEPARTMENT OF FORESTRY SIGNATURE:

SIGNATURE:

NAME:

TITLE:

DATE:

This procurement is subject to the following State of Oregon Standard Terms and Conditions for Goods and Services.

Exhibit A

STATEMENT OF SERVICES

Services will be provided to meet the minimum requirements listed below and to maintain the facility in a clean, neat condition.

1. DEFINITION OF TERMS

"As Needed": Means a requirement for Services whenever a deficiency is observed or should have been observed by Contractor or its employees, Custodial Supervisor or Authorized Purchaser Contact or designee (i.e., spots on carpets, walls, doors, partitions, smudges on electrical switches, etc.)

"Clean": Means the surface is visibly free from dust, dirt, fingerprints, grease, grime, rust, spots, stains, or smudges. The surface shall be free from all foreign substances. In restrooms particularly, "clean" means all surfaces must be free of organic material, feces, and urine, or other soil. Bowls must be free of stains and mineral build-up inside and out. All surfaces must be sanitized using a properly mixed quaternary ammonium germicidal cleaner.

"Common Areas": Means restrooms, break rooms, conference rooms, lobbies, etc.

"Vacuuming": Means vacuuming all floor surfaces, including ones hidden under furniture, until free of dirt, dust, and debris.

"Dusting": Means removing the dust from all vertical and horizontal surfaces. All furnishings, fixtures, and structural surfaces including ledges must be free of dust. Personal items, books and other documents need not be moved to accomplish dusting.

"Interior Window Coverings": Includes blinds, draperies or any other material furnished as window covering. It does not include items/materials placed on or at windows by individuals as decoration.

"Spot Cleaning": Means removal of stains, spots, etc., in carpet and non-carpeted areas through use of an agent that will not damage the carpet or non-carpeted area.

"Traffic Areas": Includes lobbies, hallways, and all other areas where people normally walk, and in conference rooms.

"Wet Scrub": Means the process that takes off only the top one (l)or two (2) layers of finish to eliminate imbedded dirt and scratches, includes a re-coating with one (1) or two (2) layers of finish as needed to complete the process.

NOTE: Abrasives such as AJAX or Comet shall not be used on bowls, tubs, paint, or other finished surfaces.

Harsh acid products such as hydrochloric acid bowl cleaners shall not be used on metal fixtures, paint, or other finished surfaces.

2. ELEMENTS OF THE SOLICITATION.

2.1 A mandatory walk-through of the facilities is a requirement for this Solicitation.

Mandatory Walk-through will be held: Tuesday, May 24, 2022 at 3:30 P.M.

2.2 Contract will be renewable every year for up to five years.

2.3 Agency reserves the right to cancel the Contract for convenience at any time.

2.4 Bidder shall complete the attached Reference Check Form (Attachment D), and return it along with the bid.

SPECIFICATIONS FOR JANITORIAL SERVICE

Specifications for Janitorial Service at the Central Oregon District, John Day Office Location Administrative Building:

3. TWICE WEEKLY- Nov 1st through June 30th (8 months)

THREE TIMES WEEKLY - July 1st through October 31st

3.1. Gather all waste from garbage cans, (including "sanitary bins" in women's restrooms), in Common Areas and deposit in dumpster.

3.2. Empty paper shredders in Common Areas and deposit in dumpster.

3.3. Inspect and restock all soap, paper towels, seat covers and toilet paper dispensers in restrooms.

3.4. Clean, scour and sanitize all urinals and toilet fixtures. Replace urinal deodorizes As Needed.

3.5. Clean restroom mirrors.

3.6. Clean and scour all wash basins and break room sinks.

3.7. In break room, clean front of cupboards and drawers, refrigerator, dishwasher, microwave, counter tops and tables As Needed.

3.8. Clean coffee maker and coffee pots.

3.9. Clean, scour and sanitize drinking water fountains.

3.10. Damp mop and sanitize all restroom floors with approved product for floors.

3.11. Vacuum carpeted areas and entrance mats.

3.12. Clean glass display cabinet - top and doors (inside shelving As Needed).

4. ONCE WEEKLY SERVICES - year round

4.1. Clean inside of coffee maker with spring provided, run one pot of water and empty pot.

4.2. Sweep or blow-Clean outside entrances walkways within 20 feet of entrance.

4.3. Clean cobwebs and dirt from all entrance areas.

4.4. Clean the interior and exterior glass to all building entrances and conference rooms.

4.5. Wipe metal entrance/conference room door frames, ledges and handles, using a non-chemical cleaner.

4.6. Sweep and damp mop all hard floor surfaces with approved product for floors.

4.7. Wipe down and Spot Clean walls and interior doors and door frames As Needed.

4.8. Wipe down and disinfect conference room tables and countertop surfaces.

4.9. Clean front of cupboards and counters in work room area (where copier is) and conference rooms, As Needed. Move any small items (i.e., phone, baskets, hole punch, etc.) on counters and Clean under them.

4.10. Clean top of filing cabinets.

4.11. Gather all paper recycling from individual recycle bins and common areas and deposit in designated receptacle.

5. MONTHLY SERVICES - year-round (1st week of each month}

5.1. Dust ALL vertical blinds in break room, conference rooms and lobby and cubicles. (Do not dust blinds in the two locked offices).

5.2. Remove cobwebs from window ledges, light fixtures, and walls throughout interior of bldg.

5.3. Change air freshener canisters and batteries in restrooms.

6. ANNUAL SERVICES

6.1. Shampoo Carpets (October)

6.2. Wet Scrub floors - Breakroom and bathrooms (October)

SPECIFICATIONS FOR JANITORIAL SERVICE {continued}

SPECIFICATIONS FOR JANITORIAL SERVICE AT THE JOHN DAY UNIT OFFICE:

Contractor agrees to furnish all necessary labor, equipment, supplies and materials to maintain janitorial services at the Oregon Department of Forestry, John Day Unit.

Janitorial Services shall be performed as follows:

- TWICE WEEKLY (During winter months November 1 - June 30) o Once between 6:00 PM Tuesday and 7:00 AM Thursday o Once between 6:00 PM Friday and 7:00 AM Monday

- THREE TIMES WEEKLY (During Fire Season July 1-October 31) o Once between 6:00 PM Monday and 7:00 AM Wednesday o Once between 6:00 PM Wednesday and 7:00 AM Friday o Once between 6:00 PM Friday and 7:00 AM Monday

The rate for the Janitorial Service as specified in Exhibit B, Compensation is the monthly rate and will not change for the duration of the one-year Contract. The monthly rate shall not change regardless of the number of weekly services performed with respect to the seasonal requirements stated above.

STATE OF OREGON

CONTRACT FOR THE

PURCHASE OF

SERVICES

("Contract") [CONTRACT NUMBER] - Janitorial Services

This Contract is between the State of Oregon ("State") acting by and through the Oregon Department of Forestry ("Agency" or "ODF"), and __________________________________ ("Contractor"). Agency and Contractor shall collectively be referred to as the "Parties." This Contract is effective on the date it has been signed by all Parties and all required State of Oregon approvals have been obtained.

This Contract expires June 1, 2023. The initial Contract term will be for one (1) year. At the option of the Agency, and upon written agreement by the Contractor, the Contract may be extended for additional one (1) year terms, up to four (4) additional years. To exercise this option, ODF will provide the Contractor with written notice of the Agency's intent to extend the Contract. ODF will provide such written notice at least thirty (30) days prior to the expiration of the Contract or any extension thereto ("Renewal Notice"). The total term of the Contract, including extensions, may not exceed five (5) years.

One Month Extension Option: Notwithstanding the foregoing, ODF reserves the right in its sole discretion to extend the Contract for a maximum of one (1) calendar month beyond the end of any term. ODF will notify Contractor in writing of the one-month extension prior to the expiration of the then current term.

Consecutive one-month extensions obtained under this section are not allowed.

Extension Term Price Adjustments: Contractor may seek unit price increases reflecting increased operating costs for an extension term by submitting a written request to ODF, including all appropriate price documentation reflecting operating cost increases, within the period specified in the Renewal Notice. If approved, the rate(s) increase will be firm for the duration of the extension term. If the Extension Term Price Adjustment request is declined by ODF or if both ODF and Contractor are unable to negotiate an Extension Term Price Adjustment, the Contract shall terminate at the end of the then-current Contract term, unless earlier terminated.

Contractor agrees to perform, and Agency agrees to pay for, the Services and deliverables described in Section 1 (the "Services").

The Agency has authority to enter into this Contract for the procurement of trade services for janitorial services, pursuant to ORS 279A.075, 279A.140 and OAR 125-246-0170.

NOW, THEREFORE, In consideration of the foregoing recitals and subject to the covenants, terms, and conditions set forth below, the Parties agree as follows:

1. STATEMENT OF SERVICES.

1.1. Contractor shall perform Services as described below.

The Contractor shall furnish all equipment, cleaning supplies, labor and supervision to provide janitorial services in the John Day ODF office as described in Exhibit A, the Statement of Work.

1.2. Required Services as described in Exhibit A, the Statement of Work.

1.3. Inspections and Payments.

The Agency will periodically inspect work areas to determine compliance with work specifications as provided within the Required Services as described in Exhibit A.

The Contractor may request monthly payments for Services completed at the rate(s) listed within Exhibit B, Compensation.

SAMPLE CONTRACT

2. GENERAL TERMS AND CONDITIONS.

2.1. PERFORMANCE:

Contractor shall perform all Services required by this Contract within the time specified in this Contract, including extensions. All Services shall be performed in the most highly professional manner, and in accordance with the industry standards. Unless the means or methods of performing a task are specified elsewhere in this Contract, Contractor shall employ methods that are generally accepted and used by the industry. Failure to meet the performance requirements of this Contract shall constitute breach of Contract.

The Agency, by written notice to Contractor, may cancel the whole or any part of this Contract:

A. If Contractor fails to provide the Services required by this Contract within the time specified or fails to perform any other provision of this Contract; and

B. If Contractor, after receipt of written notice from the Agency, fails to correct such failures within the number of days specified in the written notice.

The rights and remedies of Agency provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

2.2. WORK CREWS:

The Supervisor shall be designated by Contractor and shall work as Supervisor for the duration of the Contract, unless otherwise approved by the Agency.

2.3.

A. Make payment promptly to all persons supplying labor or material for the completion of the Services.

B. Procure all permits and licenses, pay all charges and fees, and give all notices necessary to conduct the Services.

2.4. EXPENSE REIMBURSEMENT.

Agency will not reimburse Contractor for any expenses under this Contract.

2.5. GENERAL PAYMENT PROVISIONS.

2.5.1. Agency's Payment. Agency will pay Contractor for Services performed and Goods delivered at the rates and prices specified. Contractor shall look solely to Agency for payment of all amounts Agency owes to Contractor.

Contractor shall not be compensated by any agency or department of State other than Agency for Services performed and Goods delivered.

2.5.2. If Contractor is a nonresident alien as defined in 26 USC§ 7701(b)(1)(B), then Contractor shall, upon execution of this Contract, deliver to Agency a completed and signed W-8 form, 8233 form, or W-9 form, as applicable, from the Internal Revenue Service ("IRS"), as evidence that Agency is not required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently available at http://www.irs.gov. Agency may withhold payments to Contractor pending Agency's receipt from Contractor of the applicable, completed, and signed form. If Agency does not receive the applicable, completed, and signed form from Contractor, or if the IRS provides notice to Agency that Contractor's information on the form provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract.

2.5.3. Funds Available and Authorized; Payments. Contractor understands and agrees that Agency's payment of amounts under this Contract is contingent on Agency receiving funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to make payments under this Contract.

2.6. INVOICES.

2.6.1. Contractor shall send invoices to Agency no more often than monthly for Services completed and Goods delivered and accepted by Agency. Contractor shall include in each invoice:

a. The Contract number;

b. A detailed description of Services performed, the dates Services were performed, all deliverables delivered during the period of the invoices, the rate or rates for Services performed, and the total cost of Services;

c. The total amount due and the payment address; and

d. The time period of the invoice.

Contractor shall send all invoices to Agency's Contract Administrator at the address specified, or to another address as Agency may indicate in writing to Contractor. Contractor's claims to Agency for overdue payments on invoices are subject to ORS 293.462.

2.7. OTHER REPRESENTATIONS AND WARRANTIES.

Contractor represents and further warrants that:

a. Contractor has the authority to enter into and perform in accordance with this Contract and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms;

b. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession, and Contractor will apply that skill and knowledge with care and diligence and perform Services in a timely, professional, and workmanlike manner in accordance with standards applicable to Contractor's industry, trade, or profession; and

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

2.8. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.

2.8.1. Contractor shall comply with all federal, state, and local laws, regulations, and ordinances applicable to this Contract or to Contractor's obligations under this Contract, as those laws, regulations, and ordinances may be adopted or amended from time to time.

2.8.2. Agency's performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein.

Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as "recycled product" is defined in ORS 279A.010(1)(ii)).

2.9. AMENDMENTS.

2.9.1. The Agency reserves the right to amend the Contract for the Amendments, listed below, in accordance with the rules of OAR 125-247-0805.

2.9.2. Agency has determined that during the term of the Contract, the Parties may need to modify selected terms, conditions, price(s) or Services under circumstances related to the following illustrative, although not exhaustive, categories of Amendments:

a. Amendments to the Statement of Work of this Contract to add or remove Services to or from the Statement of Work;

b. Amendments to extend the term of the Contract; and

c. Amendments to payment provisions associated with Amendments (a) or (b) above.

2.9.3. Amendment Method. Amendments shall be made by written documentation only and executed by both Parties.

2.10. TIME IS OF THE ESSENCE.

Time is of the essence in the performance of this Contract.

2.11. FORCE MAJEURE.

Neither Agency nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contactor's delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

2.12. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.

2.12.1. Contractor shall perform all Services as an independent Contractor. Although Agency may (a) determine and modify the delivery schedule for Services to be performed and (b) evaluate the quality of the completed performance, Agency cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing any Services required under this Contract.

Contractor certifies, represents, and warrants that Contractor is an independent contractor of Agency under all applicable State and federal law. Contractor is not an "officer", "employee", or "agent" of Agency as those terms are used in ORS 30.265.

2.12.2. If Contractor is currently performing Services for State or the federal government, Contractor by signature to this Contract represents and warrants: Contractor's performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's performance of this Contract.

2.12.3. Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract, and unless required by prevailing federal law or regulations, Agency will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance, or workers' compensation benefits from compensation or payments paid to Contractor under this Contract.

2.13. INDEMNIFICATION.

2.13.1. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER (''CLAIMS") RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

2.13.2. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 2.13.1, CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEM DELIVERED UNDER THIS CONTRACT BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR AGENCY'S REASONABLE USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY ("INFRINGEMENT CLAIM"); PROVIDED, THAT STATE SHALL

PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

2.13.3. STATE SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR'S REASONABLE EXPENSE, IN THE DEFENSE OF CLAIMS AND INFRINGEMENT CLAIMS, AND CONTRACTOR SHALL SELECT COUNSEL REASONABLY ACCEPTABLE TO THE OREGON ATTORNEY GENERAL TO DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL BEAR ALL COSTS OF SUCH COUNSEL. COUNSEL MUST ACCEPT APPOINTMENT AS A SPECIAL ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, STATE, ITS AGENCIES, OFFICERS, EMPLOYEES, OR AGENTS. STATE MAY ELECT TO ASSUME ITS OWN DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT ANY TIME STATE DETERMINES IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE. SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING PROVIDED THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF STATE, WHICH CONSENT SHALL NOT BE UNREASONABLY

WITHHELD, CONDITIONED, OR DELAYED.

2.14. ASSIGNMENT OF ANTITRUST RIGHTS.

2.14.1. CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF OR CAUSE OF ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR'S OBLIGATIONS UNDER THIS CONTRACT, INCLUDING, AT STATE'S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION

ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

2.14.2. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY OF CONTRACTOR'S DUTIES UNDER THIS CONTRACT TO IRREVOCABLY ASSIGN TO STATE, AS THIRD PARTY BENEFICIARY, ANY RIGHT, TITLE, OR INTEREST THAT HAS ACCRUED OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT THE SUBCONTRACTOR'S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF THIS CONTRACT, INCLUDING, AT STATE'S OPTION, THE RIGHT TO CONTROL

ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

2.15. EVENTS OF BREACH.

2.15.1. Breach by Contractor. Contractor breaches this Contract if:

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

b. Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained the license or certificate within fourteen

(14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice; or

c. Contractor commits any material breach of any covenant, warranty, obligation, or certification under this Contract, fails to perform its obligations under this Contract within the time specified or any extension of that time, and Contractor fails to cure the breach if curable, within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a period as Agency may specify in the notice.

2.15.2. Breach by Agency. Agency breaches this Contract if:

a. Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure its failure to pay within thirty (30) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice; or

b. Agency commits any material breach of any covenant, warranty, or obligation under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and Agency fails to cure the breach within thirty (30) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice.

2.16. REMEDIES.

2.16.1. State's Remedies. If Contractor is in breach, then in addition to the remedies afforded elsewhere in this Contract, State shall be entitled to recover for any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental, and consequential damages. State may, at Agency's option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to:

a. Termination of this Contract.

b. Withholding payment of all amounts in Contractor's invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

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

d. Exercise of the right of setoff and withholding of amounts otherwise due and owing to Contractor in an amount equal to State's setoff right, without penalty.

These remedies are cumulative to the extent the remedies are not inconsistent, and State may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. If it is determined for any reason that Contractor was not in breach, the rights and obligations of the Parties shall be the same as if this Contract was terminated.

2.16.2 Contractor's Remedies. If Agency terminates this Contract for convenience, or if Agency is in breach and whether or not Contractor elects to exercise its right to terminate this Contract, Contractor's sole remedy is one of the following, as applicable:

a. For Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet invoiced, and authorized expenses for Services completed and accepted by Agency less any claims State has against Contractor.

b. For deliverable-based Services, a claim against Agency for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid, and any claims State has against Contractor.

If previous amounts paid to Contractor for Services and Goods exceed the amount due to Contractor, Contractor shall pay the excess amount to Agency immediately upon written demand.

2.16.3 ATTORNEYS' FEES.

Except for defense costs and expenses pursuant to section 2.13, neither Agency nor Contractor is entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to this Contract.

2.17. TERMINATION.

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

2.17.2. Agency:

a. Agency may, at its sole discretion, terminate this Contract for its convenience upon 10 days written notice by Agency to Contractor.

b. Agency may, in its sole discretion, terminate this Contract, immediately upon notice to Contractor, or at a later date as Agency may establish in the notice, upon the occurrence of any of the following events:

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

B. Federal or state laws, regulations, or guidelines are modified or interpreted in a way that either the purchase of Services by Agency under this Contract is prohibited, or Agency is prohibited from paying for Services from the planned funding source; or

C. Contractor is in breach under Section 2.15.1.

Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor.

2.17.3 Contractor: Contractor may terminate this Contract immediately upon written notice to Agency, or at a later date as Contractor may establish in the notice, if Agency is in breach pursuant to Section 2.15.2.

2.18. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION.

The Contract is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit, or proceeding (collectively, "Proceeding'') between State and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Oregon for Marion County; provided, however, if a Proceeding 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 THESE COURTS AND WAIVES ANY OBJECTION TO VENUE IN THESE COURTS

AND ANY CLAIM THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

2.19. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.

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

2.19.2. ASSIGNMENT. Contractor shall not assign, delegate, or transfer any of its rights or obligations under this Contract without Agency's prior written consent. Agency's written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor's agent.

2.19.3. SUCCESSORS. The provisions of this Contract are binding upon and inure to the benefit the Parties and their respective successors and permitted assigns, if any.

2.20. INSURANCE

Prior to the Effective Date of the Contract, Contractor shall obtain at its own expense from insurance companies authorized to transact the business of insurance and issue coverage in the State of Oregon which are acceptable to the State, the insurance described in Exhibit C.

2.21. FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS

Contractor understands and agrees that the Agency's obligation for the payment of amounts due as a result of a Contract under this Contract is contingent on the Agency receiving funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to make payments under this Contract.

2.22. NOTICES

All notices required under the Contract shall be in writing and addressed to the Party's authorized representative. For Agency, the authorized representative is the individual identified in Section 4. Contractor's authorized representative is the individual identified in Section 3. Mailed notices shall be deemed received five (5) days after post marked when deposited, properly addressed and prepaid, into the U.S. postal service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number.

Personal delivery shall be effective upon delivery.

2.23. SURVIVAL

Any terms of this Contract, which by their context or nature are intended to survive termination or expiration including but not limited to warranty, indemnification, access to records, governing law, venue, consent to jurisdiction, termination and remedies provisions shall survive the termination or expiration of this Contract.

2.24. SEVERABILITY

If any provision of the Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, 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.

2.25. NO THIRD-PARTY BENEFICIARIES

The State and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. Agency is an intended beneficiary of the terms of this Contract.

2.26. COUNTERPARTS.

This 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 this Contract so executed shall constitute an original.

2.27. INTEGRATION AND MERGER.

This Contract constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract.

2.28. AMENDMENTS; WAIVER.

This Contract may be amended to the extent permitted by applicable statutes and administrative rules and as the amendment scope and process may be further described in section 1, Statement of Services. No waiver, consent, or amendment of terms of this Contract shall bind either party unless in writing and signed by Agency and Contractor, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Contract shall not constitute a waiver by State of that or any other provision.

2.29. DEBARMENT.

Contractor certifies that their company, and its principles have not been debarred, suspended, proposed for debarment, declared ineligible, are not in the process of being debarred, or are voluntarily excluded from conducting business with a federal department or agency of the federal government.

2.30. ACCESS TO RECORDS.

Contractor shall retain, maintain, and keep accessible all records relevant to this Contract ("Records") for minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, the period required by applicable law following Contract termination or full performance, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever ending is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles.

During this Record-retention period, Contractor shall permit State, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

CERTIFICATIONS AND SIGNATURES ARE ON THE FOLLOWING PAGE

3. CERTIFICATIONS AND SIGNATURE OF CONTRACTOR'S AUTHORIZED REPRESENTATIVE.

THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF CONTRACTOR. The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:

3.1. The undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute this Contract on behalf of Contractor.

3.2. The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned's knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, "Oregon Tax Laws" means a state tax imposed by ORS 320.005 to 320.150 (Amusement Device Taxes) and 403-200 to 403.250 (Tax for Emergency Communications), ORS Chapters 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forestland Tax), 323 (Cigarettes and Tobacco Products Tax), and the elderly rental assistance program under ORS 310.630 to 310.706; and any local taxes administered by the Department of Revenue under ORS 305.620.

3.3. To the best of the undersigned's knowledge, Contractor has not discriminated against and will not discriminate against minority, women, or emerging small business enterprises certified under ORS

200.055 in obtaining any required subcontracts.

3.4. Contractor and Contractor's employees and agents are not included on the list titled "Specially Designated Nationals and Blocked Persons" maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at www.treasury.gov/resource-center/sanctions/SDN-List/Paqes/default.aspx;

3.5. Contractor is bound by and will comply with all requirements, terms and conditions contained in this Contract; and

3.6. Contractor (check one) _____ is / _____ is not a nonresident alien as defined in 26 USC§ 7701(b)(1).

Contractor (print Contractor’s name): ___________________________________________________

Authorized Signature: _______________________________________________________________

By (print name): _______________________________________Title: ________________________

Date: ____________________________________________________________________________

Contact Person (Type or Print): ________________________________________________________

Contact Telephone: (_____) ________________ Fax (____) _________________________________

Contact E-Mail Address: _____________________________________________________________

4. SIGNATURE OF STATE'S AUTHORIZED REPRESENTATIVE.

State of Oregon acting by and through the Oregon Department of Forestry

Authorized Signature: __________________________________________________________

By (print name): ______________________________________Title: ____________________________

Date: ______________________________________________________________________________

Agency Contact Person (Type or Print): _______________________________________________

Contact Telephone: (_______) ___________________ Fax: (______) _______________________

Contact E-Mail Address: ____________________________________________________________

Exhibit A

STATEMENT OF SERVICES

Services will be provided to meet the minimum requirements listed below and to maintain the facility in a clean, neat condition.

1. DEFINITION OF TERMS

"As Needed": Means a requirement for Services whenever a deficiency is observed or should have been observed by Contractor or its employees, Custodial Supervisor or Authorized Purchaser Contact or designee (i.e., spots on carpets, walls, doors, partitions, smudges on electrical switches, etc.)

"Clean": Means the surface is visibly free from dust, dirt, fingerprints, grease, grime, rust, spots, stains, or smudges. The surface shall be free from all foreign substances. In restrooms particularly, "clean" means all surfaces must be free of organic material, feces, and urine, or other soil. Bowls must be free of stains and mineral build-up inside and out. All surfaces must be sanitized using a properly mixed quaternary ammonium germicidal cleaner.

"Common Areas": Means restrooms, break rooms, conference rooms, lobbies, etc.

"Vacuuming": Means vacuuming all floor surfaces, including ones hidden under furniture, until free of dirt, dust, and debris.

"Dusting": Means removing the dust from all vertical and horizontal surfaces. All furnishings, fixtures, and structural surfaces including ledges must be free of dust. Personal items, books and other documents need not be moved to accomplish dusting.

"Interior Window Coverings": Includes blinds, draperies or any other material furnished as window covering. It does not include items/materials placed on or at windows by individuals as decoration.

"Spot Cleaning": Means removal of stains, spots, etc., in carpet and non-carpeted areas through use of an agent that will not damage the carpet or non-carpeted area.

"Traffic Areas": Includes lobbies, hallways, and all other areas where people normally walk, and in conference rooms.

"Wet Scrub": Means the process that takes off only the top one (l)or two (2) layers of finish to eliminate imbedded dirt and scratches, includes a re-coating with one (1) or two (2) layers of finish as needed to complete the process.

NOTE: Abrasives such as AJAX or Comet shall not be used on bowls, tubs, paint, or other finished surfaces.

Harsh acid products such as hydrochloric acid bowl cleaners shall not be used on metal fixtures, paint, or other finished surfaces.

SPECIFICATIONS FOR JANITORIAL SERVICE

Specifications for Janitorial Service at the Central OR Dist., John Day Office Location Administrative Building:

2. TWICE WEEKLY- Nov 1st through June 30th

THREE TIMES WEEKLY - July 1st through October 31st

2.1. Gather all waste from garbage cans, (including "sanitary bins" in women's restrooms), in Common Areas and deposit in dumpster.

2.2. Empty paper shredders in Common Areas and deposit in dumpster.

2.3. Inspect and restock all soap, paper towels, seat covers and toilet paper dispensers in restrooms.

2.4. Clean, scour and sanitize all urinals and toilet fixtures. Replace urinal deodorizes As Needed.

2.5. Clean restroom mirrors.

2.6. Clean and scour all wash basins and break room sinks.

2.7. In break room, clean front of cupboards and drawers, refrigerator, dishwasher, microwave, counter tops and tables As Needed.

2.8. Clean coffee maker and coffee pots.

2.9. Clean, scour and sanitize drinking water fountains.

2.10. Damp mop and sanitize all restroom floors with approved product for floors.

2.11. Vacuum carpeted areas and entrance mats.

2.12. Clean glass display cabinet - top and doors (inside shelving As Needed).

3. ONCE WEEKLY SERVICES - year round

3.1. Clean inside of coffee maker with spring provided, run one pot of water and empty pot.

3.2. Sweep or blow-Clean outside entrances walkways within 20 feet of entrance.

3.3. Clean cobwebs and dirt from all entrance areas.

3.4. Clean the interior and exterior glass to all building entrances and conference rooms.

3.5. Wipe metal entrance/conference room door frames, ledges, and handles, using a non-chemical cleaner.

3.6. Sweep and damp mop all hard floor surfaces with approved product for floors.

3.7. Wipe down and Spot Clean walls and interior doors and door frames As Needed.

3.8. Wipe down and disinfect conference room tables and countertop surfaces.

3.9. Clean front of cupboards and counters in work room area (where copier is) and conference rooms, As Needed. Move any small items (i.e., phone, baskets, hole punch, etc.) on counters and Clean under them.

3.10. Clean top of filing cabinets.

3.11. Gather all paper recycling from individual recycle bins and common areas and deposit in designated receptacle.

4. MONTHLY SERVICES - year-round (1st week of each month}

4.1. Dust ALL vertical blinds in break room, conference rooms and lobby and cubicles. (Do not dust blinds in the two locked offices).

4.2. Remove cobwebs from window ledges, light fixtures, and walls throughout interior of bldg.

4.3. Change air freshener canisters and batteries in restrooms.

5. ANNUAL SERVICES

5.1. Shampoo Carpets (October)

5.2. Wet Scrub floors - Breakroom and bathrooms (October)

SPECIFICATIONS FOR JANITORIAL SERVICE {continued}

SPECIFICATIONS FOR JANITORIAL SERVICE AT THE JOHN DAY UNIT OFFICE:

Contractor agrees to furnish all necessary labor, equipment, supplies and materials to maintain janitorial services at the Oregon Department of Forestry, John Day Unit.

Janitorial Services shall be performed as follows:

- TWICE WEEKLY (During winter months November 1 - June 30) o Once between 6:00 PM Tuesday and 7:00 AM Thursday o Once between 6:00 PM Friday and 7:00 AM Monday

- THREE TIMES WEEKLY (During Fire Season July 1-October 31) o Once between 6:00 PM Monday and 7:00 AM Wednesday o Once between 6:00 PM Wednesday and 7:00 AM Friday o Once between 6:00 PM Friday and 7:00 AM Monday

The rate for the Janitorial Service as specified in Exhibit B, Compensation is the monthly rate and will not change for the duration of the one-year Contract. The monthly rate shall not change regardless of the number of weekly services performed with respect to the seasonal requirements stated above.

EXHIBIT B

COMPENSATION

ITEM A. Daily, Weekly, Monthly Janitorial Services

As per Exhibit A - STATEMENT OF SERVICES

Total Cost of Services per Month: $ ____________________________________

ITEM B. Exceptional Services

Price Per Hour / Per Person: $ ________________________________________

EXHIBIT C

INSURANCE REQUIREMENTS

INSURANCE REQUIREMENTS:

Contractor shall obtain at Contractor's expense the insurance specified in this Section prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in State and that are acceptable to Agency. Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers' Compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

WORKERS' COMPENSATION & EMPLOYERS' LIABILITY:

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and 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. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident.

If Contractor is an employer subject to any other state's workers' compensation law, Contactor shall provide workers' compensation insurance coverage for its employees as required by applicable workers' compensation laws including employers' liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

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 $1,000,000.

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 $1,000,000 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.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.

ADDITIONAL INSURED:

The Commercial General Liability insurance and Automobile Liability insurance required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees, and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-- contributory with any other insurance and self-insurance.