RFQ Parking Lot Sealing Services AMD 1 - final.pdf

REQUEST FOR QUOTATIONS

Description: Parking Lot Sealing Services Lottery Single Point of Contact (SPOC):

Name: Patrick Murphy Title: Contract and Procurement Specialist II Email: Patrick.Murphy@lottery.oregon.gov Phone: 530-540-1091

Closing Date: March 24, 2026 no later than 5:00 PM PT

GENERAL PROVISIONS

1. Vendor shall complete and submit its prices on the quote form attached as Exhibit A to the Lottery

POC listed above.

2. Oregon State Lottery Services Contract Sample (Exhibit C) for the Purchase of Services apply and are incorporated into this solicitation document by reference as Exhibit C.

3. Quoted prices shall be all-inclusive including but not limited to all labor, supplies, equipment, permitting, and warranty costs. The Lottery will not pay freight or ancillary charges which are not reflected in quoted prices.

4. Award will be made to the supplier with the lowest quoted unit price who Lottery determines to be responsive and responsible. The award will be made on an all-or-none basis. The successful offeror shall not deliver or furnish any of the items quoted until a purchase order is issued.

5. The Lottery’s payment terms are Net 30 calendar days, upon receipt of a correct invoice.

6. The Lottery reserves the right to waive discrepancies or minor irregularities in quotes submitted, or not to issue a purchase order, or cancel the Request for Quote when it finds such action to be in the best interest of the Lottery.

7. Quoted prices must be held firm for ninety (90) days.

8. If the quote is accepted, the undersigned agrees to furnish any and all items quoted, at the price(s), delivery date and terms specified herein.

mailto:Patrick.Murphy@lottery.oregon.gov

EXHIBIT A

QUOTE FORM

Quote shall be submitted on the following form no later than March 24, 2026, 5:00 PM PT, and must be signed by an individual who is fully authorized to act on the Bidder’s behalf and bind the Bidder. Quoted prices shall be all-inclusive including but not limited to all labor, supplies, equipment, permitting, and warranty costs per the Statement of Work (Exhibit B). The Lottery will not pay freight or ancillary charges which are not reflected in quoted prices. Quotes that fail to bear a signature may be rejected.

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

Description Cost Crack fill and Sealcoat Services of project area. $ Striping Services of project area. $ Total Price $

Respondent (Company) Name:

Authorized Representative Name: Title:

Authorized Representative Signature: Date:

https://oregonbuys.gov/

EXHIBIT B

STATEMENT OF WORK

Objective: Oregon State Lottery Commission (“Lottery”) is seeking bids for a professional contractor (“Contractor”) for the parking lot crack repair and sealcoat (“Services”). The objective is to extend the service life of the asphalt and re-paint the striping and markings. To avoid any complication associated with day-to-day business traffic, completing the Services shall be accomplished on two separate weekends.

Summary of Services to be performed: Lottery requires re-sealing of the parking lot area of Lottery’s headquarters building located at 500 Airport Rd., S.E., Salem OR. 97301. Contractor shall perform Services in accordance with this Scope of Work (“SOW”). Preparation of surfaces shall include, but not limited to;

cleaning the asphalt surface of moss, weeds, dirt, gravel and debris using hydraulic driven steel bristle power brooms (or approved equivalent) and air blowers. Treat the necessary oil spots with an acrylic emulsion primer prior to sealing. Sealcoat shall be applied when the air temperature is between 50 and 90 degrees Fahrenheit. Parking lot shall be stripped to its current layout, including all handicaps, arrows, letters, fire lanes, curbs and hash marks. Contractor shall protect the surrounding landscape, walkways and structures from sealcoat and paint contamination. Upon the completion of Services, the area shall be cleared of debris and project materials and confirmed complete by designated Lottery personnel.

As part of the Services, Contractor shall provide:

a. A clean asphalt surface before the application of the crack fill and sealcoat.

b. Fill all cracks with a hot pour rubberized crack filler.

c. Apply a carbon seal surfacing material to approximately 124,000 Sq. Ft. of asphalt surface.

d. Application of sealcoat shall be applied in accordance with the manufacturer instructions.

e. Prep and protect the surrounding area of the parking lot from debris and overspray so that all landscaping, exterior surfaces, and walkways are not damaged or affected by the Services.

f. Contractor shall start and finish the Services on the weekends.

g. Contractor shall notify the designated Lottery personnel of any problems immediately that develop during the Services.

h. Project shall be deemed complete by the designated Lottery personnel.

Location of Services: All Services shall be performed at Lottery’s headquarters building, located at 500 Airport Road SE, Salem, OR 97301.

Pre-Bid Conference: A self-guided pre-bid viewing opportunity will be held on March 18, 2026 from 9:30-10:30 AM PT at 500 Airport Rd SE, Salem OR 97301. No questions will be answered at this Pre-Bid Conference. This will be for Contractors to look at the back parking lot which is normally fenced and gated.

Contractor Responsibilities: Contractor shall provide Services for Lottery in accordance with the requirements outlined below:

a. Travel, Labor, Equipment, Tools and Supplies: Contractor shall supply or/provide all freight, travel, tools, labor, equipment, materials, permits, and supplies necessary to perform Services.

b. Contractor shall be responsible for; activities, equipment, materials, vehicles, and any damage they may incur during the course of this project to the surrounding landscape or existing building structure. Contractor shall be required to provide all equipment, labor and materials specified necessary for the timely completion of the Services. Contractor shall be required to supply necessary means and methods and equipment to secure and protect work areas and surrounding spaces.

c. Contractor Requirements: Contractor represents and warrants that Contractor is registered with the Oregon Construction Contractors Board (CCB). Prior to beginning Services, Contractor shall provide to the Lottery, the Contractor’s Oregon Construction Contractors Board License Number and expiration date.

d. Contractor shall be in compliance and follow all current Federal, State and Local regulations and requirements.

Hazard Communication: Contractor shall submit to Lottery, Safety Data Sheets (“SDS”) for any items (s) containing hazardous chemicals that will be used in Lottery facilities. Lottery’s Safety Committee must approve all hazardous chemicals prior to their introduction and use at the Lottery facility.

Products which contain hazardous chemicals must be labeled appropriately.

Cleanup and debris removal: Contractor shall be responsible for the removal and disposal of excess materials, containers, and equipment including hazardous materials and wastes. Disposal shall be in compliance with all state and federal regulations.

Equipment Use: Contractor shall be responsible for the proper use of the equipment and application procedures should damage occurs through misuse or carelessness.

Health and Safety Requirements: Contractor certifies that they are experienced and qualified to anticipate and meet the health and safety requirements of this project. Contractor shall take measures to ensure their personnel observe proper safety precautions when working in these areas.

Lottery Responsibilities: Lottery shall be responsible to provide the following:

a. Access to the site.

b. Access to onsite water source.

c. Provide one facilities department employee on site during the project as needed.

Warranties:

a. Contractor is qualified to do business in the State of Oregon and shall remain qualified throughout the Services.

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

c. Contractor possesses and shall maintain at its own expense all required licenses, certifications and permits necessary to deliver Services.

Contract Sample

EXHIBIT C

OREGON STATE LOTTERY SERVICES CONTRACT

#SAMPLE

FOR PARKING LOT SEALING SERVICES

This Contract #XXXXXX (“Contract”) is between the State of Oregon, acting by and through its Oregon State Lottery Commission (“Lottery”) and Contractor, (“Contractor”), collectively the “Parties”.

This Contract is a General Procurement as defined in OAR 177-037-0050.

1. Recitals:

a. Lottery conducted a solicitation process, via Request for Quotes (RFQ), for Parking Lot

Sealing Services. Through this process, Lottery identified Contractor as the lowest Responsive and Responsible bidder.

b. Lottery desires to engage Contractor for, and Contractor desires to provide to Lottery, the

Parking Lot Sealing Services as described in this Contract.

c. For good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, Lottery and Contractor agree as follows:

2. Contract Documents.

This Contract consists of the following documents which shall be interpreted in the following order of precedence: (1) the Contract less exhibits; (2) Exhibit A, Statement of Work, (3) Exhibit B, Pricing.

3. Effective Date and Duration.

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

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

4. Consideration.

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

b. Payments shall be made to Contractor in accordance with the Payment Methodology in Exhibit

5. Amendments.

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

6. Definitions.

In addition to the terms defined in this Contract, all other capitalized terms used but not defined in this Contract are defined in OAR 177-036-0000.

7. Statement of Work.

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

8. Pricing.

Contractor’s pricing established in Exhibit B is firm following the Effective Date of this Contract. If the Contract is extended beyond the initial term, the parties may negotiate a price adjustment.

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

9. Invoicing and Payment.

a. Submission.

Contractor shall submit one invoice, for all completed Services. Invoice shall be submitted to Lottery’s electronic mailbox: lottery.ap@state.or.us. or via US mail to: Oregon State Lottery, Attn.: Accounts Payable Dept., PO Box 12649, Salem, OR, 97309.

b. Payment Terms.

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

c. Late Charges.

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

d. Conditions Precedent to Payment.

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

e. Invoice Review / Dispute Process.

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

mailto:lottery.ap@state.or.us http://www.irs.gov/

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

Lottery, in its sole and absolute discretion, will determine if the supporting documentation provides sufficient justification for the charges set forth in the disputed invoice. If Lottery determines that the supporting documentation is sufficient, Lottery will notify pay Contractor the amount claimed due in the invoice. If Lottery determines the supporting documentation supports payment in an amount less than originally invoiced, Lottery will notify Contractor of the amount Lottery believes is due under the invoice. Contractor may resubmit an invoice for the lesser undisputed amount following Lottery’s review, and Lottery will pay the invoice as set forth in Section 9(b).

10. Independent Contractor; Responsibility for Taxes and Withholding.

a. Contractor shall perform all required Services as an independent contractor. Although the Lottery reserves the right (i) to determine the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, Lottery cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

b. If Contractor is currently performing services for the State of Oregon or the federal government, Contractor by signature to this Contract declares and certifies that: Contractor’s Services to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor’s employing agency (state or federal) would prohibit Contractor’s Services under this Contract. If applicable, Contractor meets the specific independent contractor standards of ORS 670.600. Contractor is not an “officer,” “employee,” or “agent” of the Lottery, as those terms are used in ORS 30.265(1) and (4). Contractor shall have no right or authority to incur or create any obligation for or legally bind the Lottery in any way.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments to Contractor under this Contract and, unless Contractor is subject to backup withholding, Lottery will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any Social Security, unemployment insurance or workers’ compensation benefits from compensation or payments to Contractor under this Contract, except as a self-employed individual.

11. Subcontracts and Assignment; Successors and Assigns.

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

In addition to any other provisions the Lottery may require, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by Sections 9(d), 10, 11, 13, 15, 16, 19, 23, 26, 31, and 32 of this Contract as if the subcontractor were the Contractor. Lottery’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

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

12. No Third Party Beneficiaries.

Lottery and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

13. Security Investigation(s); Changes to Approved Persons.

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

14. Funds Available and Authorized; Payments.

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

15. Representations and Warranties.

a. Contractor’s General Representations and Warranties.

Contractor represents and warrants to Lottery that:

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

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

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

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

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

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

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

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

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

b. Warranties Cumulative.

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

16. Indemnity.

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

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

SUBCONTRACTORS, OR AGENTS UNDER THE CONTRACT.

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

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

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

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

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

OUT OF THE FURNISHING OR PERFORMANCE OF THE CONTRACTOR INTELLECTUAL PROPERTY

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

EITHER THE CONTRACTOR INTELLECTUAL PROPERTY OR THIRD PARTY INTELLECTUAL

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

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

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

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

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

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

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

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

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

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

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

17. Insurance.

Contractor shall have in effect, and maintain during its performance of all Services, the following insurance:

a. Workers’ Compensation.

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

b. Commercial General Liability.

Commercial General Liability insurance covering Bodily Injury, Death and Property Damage. It shall include contractual liability coverage for the indemnity provided under this Contract.

Contractor shall provide proof of insurance of not less than the following amounts:

$1,000,000 each occurrence for bodily injury and property damage $2,000,000 general aggregate

c. Reserved.

d. Automobile Liability Insurance.

Automobile Liability insurance with a minimum of $500,000 combined single limit for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable.

e. Additional Insureds.

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

f. Certificates of Insurance.

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

Contractor shall be financially responsible for all pertinent deductibles, self-insured retention, and self-insurance.

g. Notice of cancellation or change.

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

18. Termination.

a. Parties’ Right to Terminate for Convenience.

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

b. Lottery’s Right to Terminate for Convenience.

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

c. Lottery’s Right to Terminate for Cause.

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

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

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

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

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

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

vi. If the Lottery discovers that Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis of the type made subject of the Contract, or is in default for failure to pay taxes or any other amount owed to a government entity;

vii. Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Contract, fails to perform the Services under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within ten (10) Business Days after the date of Lottery’s notice of default, or such longer period as Lottery may specify in such notice;

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

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

x. Contractor fails to promptly notify Lottery in writing of any changes to persons performing

Services under this Contract as required under Section 13 Security Investigation/Security Policies; or

xi. For adverse results of a security background investigation conducted by Lottery pursuant to Section 13.

d. Contractor’s Right to Terminate for Cause.

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

e. Remedies.

i. In the event of Contract termination pursuant to Section 18(a), (b), (c)(i), (c)(ii), (c)(iii), or (d), Contractor’s sole remedy shall be a claim for the sum designated for accomplishing the Services multiplied by the percentage of Services completed and accepted by Lottery, less previous amounts paid and any claim(s) which Lottery has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Subsection, Contractor shall immediately pay any excess to Lottery upon demand.

ii. In the event of Contract termination pursuant to Section 18(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi) Lottery shall have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under 18(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi), the rights and obligations of the Parties shall be the same as if the Contract was terminated pursuant to Section 18(b).

f. Contractor’s Tender Upon Termination.

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

19. Records Maintenance; Access.

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

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

20. Reserved.

21. Working with other Lottery Contractors.

Contractor understands and agrees that, as part of this Contract, Contractor may be required to work with other Lottery contractors who may be working on the same or similar projects. Lottery and Contractor acknowledge and agree that this cooperation is essential to the mutual goal of both Parties for accurate and valuable use by the Lottery. In the event of a conflict between contractors who must cooperate, Contractor shall notify the Lottery’s Contract Administrator and abide by the Lottery’s determination.

22. Reserved.

23. Compliance with Applicable Law.

Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Contract and the Services provided hereunder. Contractor expressly agrees to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations with the Americans with Disabilities Act of 1990 (Pub L. No. 101- 336), including Title II of that Act, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws.

Contractor shall also comply with the Oregon Lottery Act, ORS Chapter 461, as it may be amended from time to time, and the Lottery’s Administrative Rules, OAR Chapter 177, as they may be amended from time to time.

24. Foreign Contractor.

If Contractor is not domiciled or registered to do business in the State of Oregon, Contractor must obtain authority from the Oregon Secretary of State, Business Registry, to transact business under this Contract. Registration information can be found at:

http://sos.oregon.gov/business/Pages/business-registration-forms.aspx

25. Force Majeure.

Neither Lottery nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorism, war or any other like cause which is beyond the party’s reasonable control.

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

26. Survival.

All terms of this Contract, which by their nature are intended to survive Contract termination or expiration and Sections 14, 16, 18.e, 18.f, 19, 23, 26, 32, and 33, shall survive Contract termination or expiration.

27. Time is of the Essence.

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

28. Notices.

Except as otherwise expressly provided in this Contract, any communications between the Parties hereto or notices to be given hereunder shall be given in writing by personal delivery, email, facsimile, or mailing the same, postage prepaid, to Contractor or Lottery at the addresses or number set forth below, or to such other addresses or numbers as either party may hereafter http://sos.oregon.gov/business/Pages/business-registration-forms.aspx indicate pursuant to this Section, Any communication or notice so addressed and mailed shall be deemed to be received on the fifth (5th) Business Day after the date of post mark. Any communication or notice delivered by facsimile shall be deemed to be received when receipt of the transmission is generated by the transmitting machine. Any communication or notice delivered by email shall be deemed to be received when received in the recipients email inbox.

Any communication or notice by personal delivery shall be deemed to be given when actually delivered to the recipient’s current address.

For Contractor: For Lottery:

Contractor Name Oregon State Lottery Street Adress 500 Airport Road SE City, State Zip P.O. Box 12649 Attention: Salem, Oregon 97309-0649 Email: Attention: Patrick Murphy Phone: Email:

Patrick.Murphy@lottery.oregon.gov Phone: 503-540-1091

29. Severability.

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

30. 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 the Contract so executed shall constitute an original.

31. Disclosure of Social Security Number.

Contractor must provide Contractor’s Social Security Number unless Contractor provides a federal tax ID number. This number is requested pursuant to ORS 305.385 and OAR 150-305.100. Social Security Numbers provided pursuant to this authority will be used for the administration of state, federal and local tax laws.

32. Governing Law; Venue; Consent to Jurisdiction.

This Contract shall be governed by and construed in accordance with the internal laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between Lottery (and any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, that if a Claim must be brought in a federal forum, then it shall be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. CONTRACTOR, BY EXECUTION OF

THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURT(S).

mailto:Patrick.Murphy@lottery.oregon.gov

33. Merger Clause; Waiver, Amendment.

This Contract constitutes the entire agreement between the Parties on the subject matter hereof.

There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No waiver, consent, modification or change to the terms of this Contract shall bind either party unless in writing and signed by all Parties and all approvals required by law have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of Lottery to enforce any provision of this Contract shall not constitute a waiver by Lottery of that or any other provision.

34. Tobacco-Free Environment.

Effective January 1, 2013, the use of all tobacco products is forbidden on state controlled properties, including the Lottery property. A map indicating the closest area to the Lottery building where tobacco can be used can be provided upon request.

35. Equal Employment Opportunity; Affirmative Action.

Lottery is an Equal Employment Opportunity and Affirmative Action employer and encourages its contractors and their subcontractors to follow EEO/AA practices in their performance of Contract with Lottery.

36. Contractor certifications and signature of Contractor’s Authorized Representative.

The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:

a. 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.

b. 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), 403.200 to 403.250 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forest Land Taxation) and 323 (Cigarettes And Tobacco Products) and any local taxes administered by the Department of Revenue under ORS 305.620.

c. 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 subcontracts for the work described herein.

d. 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:

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

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

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

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

WHEREAS this Contract has been executed, as of the date provided below, by a duly authorized representative of Black-Top Sealcoating and Maintenance and the Oregon State Lottery.

FOR CONTRACTOR

By:

Authorized Signatory

Title: Date:

FOR LOTTERY

The State of Oregon acting by and through its Oregon State Lottery Commission

By:

Authorized Signatory

Title: Date:

Additional placeholder pages for:

Exhibit A Statement of Work

Exhibit B Pricing