OYA RFQ (On-Call Asphalt Paving Services) page 1 of 5 RD

REQUEST FOR QUOTES (“RFQ”) #S-41500-00017754

On-Call Asphalt Paving Services

Issue Date: August 13, 2026

Issuing Office: Oregon Youth Authority (“OYA”)

Procurement Unit

RFQ Contact Information (submit all quotes to): Riley Dunagan

530 Center St Ne Suite 500 Salem, Oregon 97301 971-719-1270 Riley.D.Dunagan@oya.oregon.gov

Offer Due Date and Time: August 21, 2026, 4:00pm PST

1. Background and Purpose

The mission of the Oregon Youth Authority is to protect the public and reduce crime by holding youth accountable and providing opportunities for reformation in safe environments. Youth are committed to state custody as a result of criminal acts in one of Oregon’s 36 counties. Youth may remain in OYA custody until a maximum age of 25 years.

OYA provides a continuum of services and sanctions including: parole and probation services, residential and foster care services, individualized treatment and support, juvenile crime prevention programs, and secure close-custody facilities for youth who represent an unacceptable risk to the public.

2. Scope of Services:

OYA is seeking quotes to establish one (1) or more on-call asphalt paving contract(s) with a cumulative total not to exceed $250,000.00 for the following OYA facilities:

• Eastern Oregon Youth Correctional Facility (“EOYCF”): 1800 W. Monroe, Burns, OR

97720

• MacLaren Youth Correctional Facility (“MYCF”): 2630 N. Pacific Hwy., Woodburn, OR

97071 mailto:Riley.D.Dunagan@oya.oregon.gov

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• Oak Creek Youth Correctional Facility (“OCYCF”): 4400 Lochner Rd SE, Albany, OR 97322

• Jackie Winters Transition Program (“JWTP”): 4400 Lochner Rd SE, Albany, OR 97322

• Camp Riverbend Youth Transitional Facility (“RBYTF”): 58231 Oregon Hwy 244, La

Grande, OR 97850

• Rogue Valley Youth Correctional Facility (“RVYCF”): 2001 NE F St, Grants Pass, OR 97526

• Tillamook Youth Correctional Facility (“TYCF”): 6700 Officer Row, Tillamook, OR 97141

• Camp Florence Youth Transitional Facility (“CFYTF”): 04859 South Jetty Rd, Florence, OR

97439

• Camp Tillamook Youth Transitional Facility (“CTYTF”): 6820 Barracks Circle, Tillamook, OR 97141

Services shall include all labor, materials, equipment, and incidental services necessary to perform on-call asphalt work, including the repair of existing asphalt surfaces and the construction of new asphalt paving and striping, as needed (the “Services”).

The Awarded Offeror(s) will be required to provide OYA with a written quote for each project completed under the resulting contract(s), which must be pre-approved in writing by OYA prior to the commencement of Services.

Notwithstanding the requirement for a pre-approved written quote, OYA may request emergency Services when deemed necessary and requested by OYA. In such circumstances, the Awarded Offeror(s) shall proceed with the OYA requested emergency Services without a prior written quote, provided that the Awarded Offeror(s) notifies OYA of the estimated scope and anticipated costs as soon as reasonably practicable. A written quote and detailed invoice must be submitted to OYA upon completion of the emergency Services, and all costs are subject to OYA’s review and approval.

2.1 Specifications:

• Contract Term: The term of the awarded contract(s) is estimated to be for two (2) years with the option to amend up to an additional five (5) years.

• Travel: Mileage, lodging, and travel will be based on State of Oregon rates and travel policy at the time the expense occurred and as defined at: Oregon Travel Policy.

• Prevailing Wage Projects: The Awarded Offeror and all subcontractors shall comply with the provisions of ORS 279C.800 through 279C.870, relative to Prevailing Wage Rates, as outlined in Sections C.1, C.2 and G.2.3 of the General Conditions contained in Exhibit C of the Sample Contract included as Exhibit No.2 for all prevailing wage projects completed under the resulting contract.

• All Services will take place inside a youth correctional facility. The awarded Offeror will be escorted at all times and must adhere to strict tool control and security protocols.

3. Quotation Submittal:

Quotes must be received by the RFQ contact person listed above via e-mail on or before the Offer Due Date and Time. Quotes will not be accepted after the Offer Due Date and Time.

OYA may extend the Offer Due Date when it is in the best interest of OYA.

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

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OYA may reject all Quotes or cancel this RFQ if, in its sole determination, it is in the best interest of OYA.

4. Submittal Requirements:

a. Quotes must list an all-inclusive standard hourly labor rate, material mark-up percentage (if applicable), and an emergency after-hour labor rate (if applicable). An emergency after-hour labor rate is defined as any Services provided outside of the hours of 8:00 am through 5:00 pm, Monday through Friday, and Holidays.

b. Offeror(s) must identify which OYA facilities they are willing to provide Services on the quote form included in this RFQ (Exhibit No.1). Offeror(s) may include one or more facilities.

c. Quotes must be submitted via e-mail to the RFQ contact listed above using the quote form included in this request (Exhibit No.1) and must be signed by an authorized representative of the Offeror. Offeror may submit the quote form and attach additional documentation as long as the additional documentation does not exceed five (5) pages.

5. Sample Contract (see Exhibit No. 2):

Sample Contract for review only. Awarded Offeror(s) must accept Term’s and Condition’s.

6. Preferences: Oregon Small Business Enterprises

OYA prefers Oregon Small Business Enterprises (“OSBEs”), as described in OAR 125-246- 0230. For evaluation purposes, OYA will consider how purchasing from an OSBE strengthens Oregon’s economy and supports local jobs when evaluating any quote submitted by an

OSBE.

7. Evaluation and Award:

Quote submissions will be reviewed to determine if all Submittal Requirements have been met. Those meeting the Submittal Requirements will be evaluated to determine the “Best Value” for OYA. “Best Value” is based solely on OYA’s determination of what best meets the needs of OYA. OYA’s determination is final, no protest will be allowed.

OYA may negotiate with prospective Offerors to clarify an offer or to effect modification to that offer, including but not limited to, reducing the project scope or negotiating the number of facilities the Offeror may provide Services. At OYA’s discretion, no protest will be accepted regarding requirements, terms and conditions, and/or award. Any counter offers, or additions to terms and conditions added to the bid, may render the bid non-responsive.

The Offeror(s) with the most advantageous quote will be awarded a contract.

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This procurement is considered an intermediate procurement and will follow the procurement rules outlined in OAR 125-247-0270.

Offerors are advised that there is no guarantee of any specific quantity of Services under the resulting contract(s). Notwithstanding the award of contract(s) from this RFQ, OYA may conduct separate solicitations or award project-specific contracts or purchase orders for Services similar to what is described within this RFQ using any method allowable by law.

OYA RFQ (On-Call Asphalt Paving Services) page 5 of 5 RD

EXHIBIT NO. 1

RFQ Pricing Sheet

Service Rate/Facility

Standard hourly labor rate.

Emergency after-hour labor rate, if applicable.

Material markup percentage.

Identify each OYA facility Offeror is quoting to provide Services:

• EOYCF: 1800 W. Monroe, Burns, OR 97720

• RBYTF: 58231 Oregon Hwy 244, La Grande, OR 97850

• RVYCF: 2001 NE F St, Grants Pass, OR 97526

• TYCF: 6700 Officer Row, Tillamook, OR 97141

• CFYTF: 04859 South Jetty Rd, Florence, OR 97439

• CTYTF: 6820 Barracks Circle, Tillamook, OR 97141

• OCYCF: 4400 Lochner Rd SE, Albany, OR 97322

• JWTP: 4400 Lochner Rd SE, Albany, OR 97322

• MYCF: 2630 N. Pacific Hwy., Woodburn, OR 97071

Does Offeror have a current Oregon Small Business Enterprise certification? If yes, Offeror must include the certification number in the response.

Mileage, lodging and travel will be based on State of Oregon rates and travel policy at the time the expense occurred.

Oregon Travel Policy

All prevailing wage projects will be paid in accordance with the current Bureau of Labor and Industries (“BOLI”) prevailing wage rates.

BOLI : Prevailing Wage Rates : For Employers : State of Oregon

Signature of Authorized Representative: ________________________________________

Date:_________________ https://www.oregon.gov/biz/programs/COBID/OSBE/Pages/default.aspx http://www.oregon.gov/DAS/CFO/SARS/policies/oam/40.10.00.pdf https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

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EXHIBIT NO. 2

Sample Contract

Services Purchase Order #

STATE OF OREGON – OREGON YOUTH AUTHORITY

SERVICES PURCHASE ORDER FOR

PROCUREMENTS NOT EXCEEDING $250,000.00

CONTRACTOR AGENCY and CONTRACT ADMINISTRATOR

Click here to add name, address, phone, fax, email Click here to add name, address, phone, fax, email, contract administrator

Upon Agency signature and delivery to Contractor, this Services Purchase Order (SPO) constitutes Agency’s offer to purchase from Contractor, under the terms and conditions set forth in this Services Purchase Order, the Services described in Exhibit A. This offer may be accepted solely through Contractor’s commencement of performance of the Services and upon such commencement, this Services Purchase Order shall become a legally binding Contract between Agency and Contractor and the Contract’s terms and conditions shall be those contained in this Services Purchase Order (the “Contract”). This Services Purchase Order consists of the documents identified as Contract Documents below.

Working Title On-Call Asphalt Paving

Effective Date and Duration

The Execution Date of this Contract shall be the date the Contractor begins performance of the Services described in Exhibit A. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate on Click here to enter a date, or upon acceptance of all deliverables, whichever comes first.

Contract termination shall not extinguish or prejudice Agency’s right to enforce this Contract, with respect to any breach by Contractor that has not been cured.

Compensation and Payment Methodology

1. Compensation

The not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses as set forth herein, is $Click here to enter amount. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for performance of the Services, and will not pay for Services performed before the Effective Date or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

2. Payment Methodology

2.1. Payment Provisions

Click here to enter text

• Pursuant to ORS 279C.800 through 279C.870, Contractor and all subcontractors are required to pay Prevailing Wage Rates (PWR) for all prevailing wage projects completed under this SPO.

The Contractor and all its Subcontractors shall comply with the provisions of ORS 279C.800 through 279C.870, relative to Prevailing Wage Rates (including but not limited to Public Works

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Bond and Certified Statement requirements), as outlined in Sections C.1, C.2 and G.2.3 of the attached General Conditions for Public Improvement Contracts. Contractor shall pay workers at not less than the specified minimum hourly rate of wage, and shall include that requirement in all subcontracts for all prevailing wage projects completed under this SPO.

• The BOLI PWR are available online at:

2.2. Travel and Other Authorized Expenses

Agency will reimburse Contractor, within the not-to-exceed amount identified in Section 1 – Compensation, for travel expenses at the rates specified in the Oregon Accounting Manual as of the date Contractor incurs the travel expenses under this Contract. The Oregon Accounting Manual is available at http://www.oregon.gov/das/Financial/Acctng/Pages/Travel.aspx. Travel expenses will include mileage, lodging, and travel. Contractor shall submit a request for reimbursement on an Agency approved form, YA 2228C, Travel Expense Sheet for Contractors and Volunteers, available at Oregon Youth Authority : Contracted Service Forms : State of Oregon.

Contract Documents This Contract consists of this document and includes the following listed exhibits unless otherwise specifically noted below:

1. Exhibit A – Statement of Work;

2. Exhibit B – Standard Terms and Conditions’

3. Exhibit C – General Conditions for Public Improvement Contracts;

4. Exhibit D – Insurance Requirements;

5. Exhibit E – Special Terms and Conditions; and

6. Exhibit F – Contractor Bid/Quote (For Reference Only).

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

Provided this Services Purchase Order has been signed by Agency, this Services Purchase Order shall become a binding Contract upon Contractor’s commencement of performance as described above.

SIGNATURE OF STATE’S AUTHORIZED REPRESENTATIVE

AGENCY: STATE OF OREGON, acting by and through its Oregon Youth Authority

By:

Name: Date

PROCUREMENT UNIT: Reviewed by Contract Specialist

By:

Name: Date http://www.oregon.gov/das/Financial/Acctng/Pages/Travel.aspx https://www.oregon.gov/oya/Pages/contractedserviceforms.aspx

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Exhibit A Statement of Work

The following Statement of Work describes the services to be performed by the Contractor under this Contract (the “Services”).

1. Tasks/Schedule

Schedule for delivery of Services shall be mutually agreed upon between Contractor and Agency Contract Administrator.

Services shall be provided at the following Agency facilities:

TBD

2. Deliverables

TBD

3. Certifications

3.1. Certifies and swears under penalty of perjury to the best of the individual’s knowledge that: (a) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (b) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, that Contractor is not in violation of any Oregon tax laws and that for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract, Contractor faithfully has complied with: (i) all tax laws of this state, including but not limited to ORS

305.620 and ORS Chapters 316, 317, and 318; (ii) any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; (c) Contractor is an independent contractor as defined in ORS 670.600; and (d) the supplied Contractor tax identification numbers are true and accurate;

3.2. Certifies that, to the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against any disadvantaged business enterprise, minority-owned business, woman-owned business, business that service-disabled veteran owned or emerging small business certified under ORS 200.055 in obtaining any required subcontracts;

3.3. Certifies that Contractor has a written policy and practice that meets the requirements, described in ORS 279A.112, of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the Contract, to maintain the policy and practice in force during the entire Contract term.

3.4. Certifies that Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at https://www.treasury.gov/ofac/downloads/sdnlist.pdf.

https://www.treasury.gov/ofac/downloads/sdnlist.pdf

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Exhibit B Standard Terms and Conditions

1. STATEMENT OF WORK: Contractor shall perform the Services in accordance with the schedule set forth in the Statement of Work.

2. ACCEPTANCE OF DELIVERED SERVICES: Agency shall accept or reject each deliverable. If Agency rejects the deliverable, then Agency shall give Contractor a written notice of the reasons for the rejection and the method for curing, if any.

3. PAYMENT: (a) Contractor shall send invoices to Agency at Agency’s address, including details and at a frequency as agreed upon with Agency.

Contractor’s invoice shall include at a minimum: the Contract number;

Services performed, Service dates, what was delivered, the rates (as applicable), the total amount due, and the payment address. (b) Agency shall pay Contractor, in accordance with the Compensation and Payment Methodology, for Services delivered under this Contract and accepted by Agency. Contractor shall look solely to Agency for payment. Contractor shall not be compensated by anyone else. (c) Contractor agrees that Agency’s payment is contingent on Agency receiving enough funding and other expenditure authority to allow the payment. (d) Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

4. TERMINATION: The parties may terminate this Contract at any time by mutual written consent. Agency may terminate this Contract for its convenience upon written notice to Contractor. Agency or Contractor may terminate this Contract immediately or at a later designated date upon written notice to the other party, if the other party is in breach. Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor.

5. RECOVERY OF OVERPAYMENTS: IF BILLINGS UNDER THIS CONTRACT, OR

UNDER ANY OTHER CONTRACT BETWEEN CONTRACTOR AND AGENCY,

RESULT IN PAYMENTS TO CONTRACTOR TO WHICH CONTRACTOR IS NOT

ENTITLED, AGENCY, AFTER GIVING WRITTEN NOTIFICATION TO

CONTRACTOR, MAY WITHHOLD SUCH AMOUNTS FROM PAYMENTS DUE

TO CONTRACTOR.

6. INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS,

AND DEFEND (SUBJECT TO ORS CHAPTER 180) THE STATE OF OREGON,

AGENCY AND THEIR OFFICERS, EMPLOYEES, AGENTS, FROM ALL CLAIMS,

SUITS OR ACTIONS OF ANY NATURE ARISING OUT OF OR RELATED TO THE

ACTIVITIES OF CONTRACTOR, OR ITS OFFICERS, SUBCONTRACTORS,

AGENTS OR EMPLOYEES UNDER THIS CONTRACT.

7. GOVERNING LAW, JURISDICTION, AND VENUE: This Contract is governed by Oregon law, without regard to principles of conflicts of law. Any claim, action, suit, or proceeding between the State of Oregon and the Contractor that relates to this Contract (“Claim”) shall be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it shall be heard exclusively in the US District Court for the District of Oregon. In no way will this Section or any other provision of this Contract be construed as a waiver by the State of Oregon of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court. Contractor consents to the in personam jurisdiction of these courts.

8. FORCE MAJEURE: No party is responsible for delay or default caused by an event beyond its reasonable control. The Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of this Contract.

9. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights or responsibilities under this Contract in whole or in part, without the prior written approval of the Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

10. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this Contract according to GAAP. Contractor shall retain its accounting records and any other records relating to Contractor’s performance (“Records”) for six (6) years from termination or as otherwise required. Contractor shall grant the State of Oregon and its agencies, the Secretary of State Audits Division, the federal government, and their duly authorized representatives’ access to the Records, including reviewing, auditing, copying, and making transcripts.

11. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS: Contractor shall comply with all federal, state and local laws, regulations, executive orders, and ordinances applicable to the Contract or to the performance of the Services, as such laws, regulations, executive orders, and ordinances may be adopted, amended, or repealed from time to time. These laws, regulations, executive orders and ordinances are incorporated by reference herein to the extent that they are applicable to this Contract and required by law to be so incorporated. Agency’s performance under this Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.230, and 279B.235 incorporated by reference herein.

12. OWNERSHIP OF WORK PRODUCT: Every invention, discovery, work of authorship and other tangible or intangible item that Contractor is required to deliver to Agency under this Contract (collectively, “Work Product”) shall be the exclusive property of Agency. Agency and Contractor agree that all Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason any Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all such Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency's reasonable request, Contractor shall acquire such further rights and execute such further documents and instruments as are necessary to fully vest such rights in Agency. Contractor forever waives any and all rights relating to the Work Product , including without limitation, any and all rights arising under 17 U.S.C. §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

13. AMENDMENTS: WAIVER: All amendments to this Contract must be in writing, signed by the both parties. The Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by the Agency of its rights to such performance in the future or to enforce any other provisions.

14. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be illegal or in conflict with law, the parties intend that the validity of the remaining terms and provisions not be affected, and that the rights and obligations of the parties be construed and enforced as if the Contract did not contain the particular terms of provision held to be invalid.

15. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. The Agency may withhold final payment under this Contract until Contractor has met this requirement.

16. INDEPENDENT CONTRACTOR: Contractor is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by performance of this Contract, represents and warrants that Contractor’s Services to be performed under this Contract create no potential or actual conflict of interest as defined by ORS Chapter 244 and that no statutes, rules or regulations of the State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor’s performance under this Contract. If compensation under this Contract is to be charged against federal funds, Contractor certifies that it is not currently employed by the federal government. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract, and unless Contractor is subject to backup withholding, Agency will not withhold from

Enter Services Purchase Order Number and Contractor Name Page 5 of 37 PCS Initials such compensation any amounts to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or worker’s compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services and any Work Product, but Agency may not and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Services. Contractor is an independent contractor as defined in ORS 670.600.

17. BREACH: (a) Contractor breaches this Contract if Contractor: (i) ceases doing business on a regular basis, including but not limited to ceasing to do business as a result of insolvency, receivership, bankruptcy proceedings, or an assignment for the benefit of creditors; (ii) no longer holds a required license or certificate for Contractor’s performance; or (iii) commits any material breach under this Contract, and Contractor fails to cure any such breach as Agency may specify in the notice of breach. (b) Agency breaches this Contract if Agency: (i) fails to pay Contractor any amount owed under this Contract; or

(ii) commits any material breach under this Contract, and Agency fails to cure any such breach as Contractor may specify in the notice of breach.

18. AGENCY REMEDIES: If Contractor is in breach under Section 17(a), Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to: (a) termination of this Contract under Section 4, (b) reducing or withholding payment for Services or Work Product that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively, (c) requiring Contractor to perform, at Contractor’s expense, additional work necessary to perform the Statement of Work or meet performance standards, (d) suspending Contractor’s performance of the Services, (e) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief, or (f) exercise of its right of recovery of overpayments under Section 5 of this Contract or setoff, or both. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

19. CONTRACTOR REMEDIES: (a) If Agency is in breach under Section 17(b), and whether or not Contractor elects to exercise its right to terminate the Contract under Section 4, Contractor's sole monetary remedy shall be (i) with respect to Services compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of work completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor.

20. INTENDED BENEFICIARIES: State and Contractor are the only parties to this Contract and the only parties entitled to enforce the Contract.

21. INFORMATION PRIVACY/SECURITY/ACCESS: If the Services performed under this Contract require Contractor or, when allowed, its subcontractor(s), to have access to or use of any Agency computer system or other Agency Information Asset or Network and Information System for which Agency imposes security requirements, and Agency grants Contractor or its subcontractor(s) access to such Agency Information Assets or Network and Information Systems, Contractor shall comply, and require all subcontractor(s) to which Agency has granted such access to comply, with all requirements set forth in Agency’s policies with respect to the use of the computer and access to electronic records as may be from time to time amended. The Agency’s policies include policies for Mobile Communication Devices and Other Mobile Data Storage Devices (see I-C- 9.0) and Use of Electronic Information Assets and Systems (see 0-7.0).

22. MERGER CLAUSE/COUNTERPARTS: This Contract constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representation, oral or written, not specified herein, regarding this Contract. Any amendments to 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 an amendment so executed shall constitute an original.

23. FUNDS AVAILABLE AND AUTHORIZED: Contractor shall not be compensated for Services performed under this Contract by any other agency of the State of Oregon or the federal government. Agency certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within Agency's current biennial appropriation or limitation. Contractor understands and agrees that Agency's payment for Services performed is contingent on Agency receiving appropriations, limitations, allotments and other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

24. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants to Agency that: (a) Contractor has the power and authority to enter into and perform this Contract, (b) the obligations set forth herein are valid and binding obligations of Contractor enforceable in accordance with its terms, (c) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession (d) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services, and

(e) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

25. NOTICES: Except as otherwise expressly provided in this Contract, any notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid to Contractor or Agency at the address or number set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this section. Any notice so addressed and mailed by regular mail shall be deemed received and effective five days after the date of mailing. Any notice delivered by facsimile shall be deemed received and effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours of the recipient, or on the next business day if transmission was outside normal business hours of the recipient. Notwithstanding the foregoing, to be effective against the other party, any notice transmitted by facsimile must be confirmed by telephone notice to the other party at number set forth in this Contract. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.

26. TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence in Contractor’s performance of the Services under this Contract.

27. SURVIVAL: In addition to any provisions of this Contract that by their express terms survive termination of this Contract, the confidentiality provisions of Exhibit A and the following provisions of Exhibit B shall remain in effect beyond any Contract termination or full performance: 3, 5, 6, 7, 10, 11, 12, 16, 17, 18, 19, 20, 23, 24, 25, 27, and 28.

28. LIMITATION OF LIABILITIES: THE STATE OF OREGON SHALL NOT BE

LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,OR

RELIANCE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,

BUT NOT LIMITED TO ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS,

LOST DATA, OR HARM TO BUSINESS), REGARDLESS OF THE FORSEEABILITY

THEREOF, ARISING OUT OF OR RELATED TO THIS CONTRACT. CONTRACTOR

HEREBY RELEASES THE STATE OF OREGON AND ITS AGENCIES AND THEIR

DIVISIONS, OFFICERS, EMPLOYEES, AGENTS AND MEMBERS FROM ANY

SUCH CLAIMS.

https://www.oregon.gov/oya/pages/policies/policy_list.aspx https://www.oregon.gov/oya/pages/policies/policy_list.aspx https://www.oregon.gov/oya/pages/policies/policy_list.aspx

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EXHIBIT C

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EXHIBIT D

Insurance Requirements

INSURANCE REQUIREMENTS

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit D prior to performing under this Contract. Contractor shall maintain such insurance in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made 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 the State of Oregon and that are acceptable to Agency. All 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.

If Contractor maintains broader coverage and/or higher limits than the minimums shown in this insurance requirement exhibit, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.

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 $500,000.00 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 $500,000.00 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

As applicable, Contractor shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000.00 and/or the Longshoremen’s and Harbor Workers’ Compensation Act.

COMMERCIAL GENERAL LIABILITY

Required Contractor shall provide Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance must 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 must be written on an occurrence basis in an amount of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 annual aggregate limit.

AUTOMOBILE LIABILITY INSURANCE

Required Not required Contractor shall provide 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 $1,000,000.00 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

Enter Services Purchase Order Number and Contractor Name Page 33 of 37 PCS Initials 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. When used, all of the primary and umbrella or excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The umbrella or excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance.

ADDITIONAL INSURED

All liability insurance, except for Workers’ Compensation, Professional Liability, Pollution Liability and Network Security and Privacy Liability (if applicable), required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees, and agents as Additional Insureds, but only with respect to Contractor’s activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other activities to be performed under this Contract.

Regarding Additional Insured status under the General Liability policy, we require 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. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on or at least as broad as ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on or at least as broad as ISO form CG 20 37.

WAIVER OF SUBROGATION

Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against the Agency or State of Oregon by virtue of the payment of any loss. Contractor will obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Agency has received a waiver of subrogation endorsement from the Contractor or the Contractor’s insurer(s).

CONTINUOUS CLAIMS MADE COVERAGE

If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Contractor shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Contract, for a minimum of 24 months following the later of:

(i) Contractor’s completion and Agency’s acceptance of all Services required under the Contract, or

(ii) Agency or Contractor termination of this Contract, or

(iii) The expiration of all warranty periods provided under this Contract.

CERTIFICATE(S) AND PROOF OF INSURANCE

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Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract.

NOTICE OF CHANGE OR CANCELLATION

The Contractor or its insurer must provide at least 30 days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

INSURANCE REQUIREMENT REVIEW

Contractor agrees to periodic review of insurance requirements by Agency under this Contract and to provide updated requirements as mutually agreed upon by Contractor and Agency.

STATE ACCEPTANCE

All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Exhibit D.

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Exhibit E Special Terms and Conditions

1. Media Disclosure: The Contractor shall not provide information to the media regarding a recipient of services purchased under this Contract without first consulting the Agency. The Contractor shall make immediate contact with the Agency’s Communications Office when media contact occurs. The Agency’s Communications Office will assist the Contractor with an appropriate follow-up response for the media.

2. Client Records: Contractor shall appropriately secure all records and files to prevent access by unauthorized persons. Contractor shall, and shall require its employees and subcontractors to, comply with all appropriate federal and state laws, rules, and regulations regarding confidentiality of client records.

3. Conflict of Interest: Contractor shall notify Agency in writing when a current employee or newly hired employee is also an employee of the Agency. Contractor shall submit the notification to the Contract Administrator and Agency Procurement Unit and shall include the name of the employee and their job description. The Agency will review the employment situation for actual and potential conflicts of interest as identified under ORS Chapter 244.

4. Mandatory Reporting: As required by Oregon Law (ORS 419B.005 through ORS 419B.050), all the Agency contractors must immediately inform either the local office of the Department of Human Services (DHS) or a law enforcement agency when they have reasonable cause to believe that any child with whom the Contractor comes in contact has suffered abuse, or that any person with whom the Contractor comes in contact has abused a child. Oregon Law recognizes child abuse to be: physical injury, neglect or maltreatment, sexual abuse and sexual exploitation, threat of harm, mental injury, and child selling.

Reports must be made immediately upon awareness of the incident. The Contractors are encouraged to contact the local DHS office if any questions arise as to whether an incident meets the definition of child abuse.

5. Criminal Records Checks: Any individuals who will have direct contact with Agency youth in the provision of services under this Contract shall have passed a criminal records check based on the Agency’s criminal records check standards as set forth in OAR 416-800-0000 to 416-800-0095 and a child abuse registry check prior to any services being provided under this Contract. Criminal records checks must be updated at least every five years.

6. Agency is committed to a zero-tolerance standard toward all forms of sexual abuse and the elimination of sexual abuse in its program. The Prison Rape Elimination Act (PREA) targets the elimination of sexual abuse or intimidation while the person is in confinement. If the Contractor obtains knowledge, suspicion, or information about (i) an incident of sexual abuse or sexual harassment that occurred while in custody, or

(ii) retaliation against reporters of such incidents, or (iii) any staff neglect or violation or responsibilities that may have contributed either to the incident or the retaliation, the Contractor shall immediately notify the facility’s Superintendent and the Agency Professional Standards Office. The Professional Standards Office (“PSO”) number is: 503-378-5313 and is open from Monday through Friday, from 8:00 a.m.-5:00 p.m. The after-hours cell number is: 503-508-4813.

7. Agency will have the right to deny Contractor and its agents and employees--and the agents and employees of its subcontractors (if any)--access to any premises controlled, held, leased, or occupied by Agency if Agency at its sole discretion determines that such personnel pose a threat to any of Agency's reasonable safety or security interests including orderly facility operations. Contractor agrees that action taken pursuant to this authority by Agency will not give rise to any contractual, tort, or constitutional claims.

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