RFQ S-19800-00018304 Harney Ballistic.pdf

RFQ S-19800-00018304

Oregon Judicial

Department

REQUEST FOR

QUOTATION

(“RFQ”)

RFQ # S-19800-00018304

Date: October 26, 2026

Procurement Officer:

Jacob Clotfelter

Requesting Office:

Business and Fiscal Services

Division Central Procurement Office

1133 Chemeketa Street Salem, OR 97301

Quotations shall be submitted via e-mail to Jacob Clotfelter, Procurement Mgr. at jacob.p.clotfelter@ojd.state.or.us

Quotations will be received until 2:00 PM Pacific Time on November 19, 2026

Vendor Notice

(This is NOT a Purchase Order)

This is an informal quotation that will not be read at public opening. Offerors are required to read and understand all information contained within this Request for Quote, including Instructions to Offerors on the following pages. Prices shall be quoted F.O.B destination and shall be the best net price, to include all applicable delivery and installation charges. Award will be made to the responsible Offeror submitting the lowest responsive quote.

Procurement Scope

Introduction: The Oregon Judicial Department (“OJD”) is seeking priced quotes for ballistic upgrades at the Harney County Courthouse located at:

Harney County Courthouse 450 N. Buena Vista Burns, OR 97720

OJD will host a site visit of the Harney County Courthouse on November 10, 2026 from 9:00 AM to 11:00 AM to provide Offerors an opportunity to see the work site, take measurements, and develop their priced quote.

All ballistic materials provided by the successful Offeror are required to meet or exceed UL 752 Level III standards.

Offerors shall provide cut sheets or specification details, with their quote, for all ballistic materials offered in support of this work.

Scope: The successful Offeror shall provide and install ballistic materials at the Harney County Courthouse. The successful Offeror shall complete all work no later than April 30, 2027.

Harney County Base Quote: Fully remove and rebuild both Circuit Court transaction window areas, including armoring the surrounding walls and replacing the windows with ballistic glass. Provide and install ballistic armor in judge’s bench and clerk station in the courtroom with exposed armor under desks (no veneer cover).

Harney County Alternate 1: Replace door to the secure hallway between courtroom and office with a similarly rated door with no window.

OJD has provided photographs and estimated dimensions as Attachment A to this RFQ.

Any measurements and dimensions provided by OJD are for informational purposes only and shall not be relied on.

Offerors are solely responsible for visiting and inspecting the project sites, taking their own measurements, ordering the correct materials and goods, and ensuring that the final deliverables serve their intended purposes.

This is a public works project subject to Oregon’s prevailing wage laws (ORS 279C.800-279C.870) and OAR Chapter 839 Division 25. Contractors and subcontractors must pay not less than the prevailing wage rates as determined by the Oregon Bureau of Labor and Industries (“BOLI”) and, if applicable, by the U.S. Department of Labor under the Davis-Bacon Act. The higher of the two applies.

Requirements for Award Before award can be made, the successful Offeror must agree to comply with the terms and conditions contained in the Sample Contract, Attachment B to this RFQ and the insurance requirements contained therein. In addition, the Offeror shall possess all certifications and licenses necessary to perform the work identified in this RFQ.

Any counter offers, or additions to Terms and Conditions added to the quote, shall render the quote non-responsive.

This Section To Be Completed By Offeror

Item Description of Goods or Services (rows will expand as needed) QTY Unit

Unit Price

Extended Price

Harney County Base Quote

Fully remove and rebuild both Circuit Court transaction window areas, including armoring the surrounding walls and replacing the windows with ballistic glass. Provide and install ballistic armor in judge’s bench and clerk station in the courtroom with exposed armor under desks (no veneer cover).

1 LOT

Harney County Alternate 1

Replace door to the secure hallway between courtroom and office with a similarly rated door with no window.

1 LOT

THIS SECTION MUST BE COMPLETED BY VENDOR

Delivery shall be made ___ calendar days after receipt of order. Prompt Payment Discounts:

Company Name Address City State Zip Code Phone Number

Oregon Business Registry No.

Vendor Tax ID No. Oregon CCB License No.

(if applicable)

Other Applicable License No.(s)

Signature Date Typed Name and Title

INSTRUCTIONS TO OFFERORS

1. REQUEST FOR QUOTATION (RFQ) REVIEW: Offerors shall carefully review this RFQ for defects and questionable or objectionable material. Offerors' comments concerning defects and questionable or objectionable material in the RFQ must be made in writing and received by the purchasing authority before the date and time set for receipt of quotes. This will allow time for an amendment to be issued if one is required. It will also help prevent the opening of a defective quote, upon which award cannot be made, and the resultant exposure of Offerors' prices. Offerors' original comments must be sent to the purchasing authority listed on the first page of this RFQ.

2. REFERENCES TO BRAND NAMES: Unless otherwise specified in this RFQ, product brand names or model numbers specified are examples of the type and quality of product required and are not statements of preference. If the specifications describing an item conflict with a brand name or model number describing the item, the specifications govern. Reference to brand name or number does not preclude an offer of a comparable or better product, if full specifications and descriptive literature are provided for the product. Failure to provide such specifications and descriptive literature may be cause for rejection of the offer. After the deadline set for quote submission, OJD SHALL DETERMINE, IN ITS SOLE DISCRETION, WHETHER AN ALTERNATE PRODUCT OFFERED IS COMPARABLE OR BETTER THAN the products specified

3. QUOTATION FORMS: Offerors shall use this and attached forms (if applicable) in submitting quotes. A photocopied quote may be submitted.

4. SUBMISSION: Quotations shall be signed where applicable and received at the designated Purchasing Office no later than as indicated.

5. QUOTE REJECTION: OJD reserves the right to reject any or all quotes, combinations of items, or lot(s), and to waive defects or minor informalities.

6. EXTENSION OF PRICES: In case of error in the extension of prices in the quote, the unit prices will govern; in a lot quoted, the lot prices will govern. Negligence by the vendor in preparing the quotation confers no right for the withdrawal of the quotation after it has been opened.

7. PAYMENT DISCOUNT: Discounts for prompt payment will not be considered in evaluating the price you quote. However, OJD shall be entitled to take advantage of any payment discount(s) offered by the vendor provided payment is made within the discount period. Payment discount periods will be computed from the date of receipt of the commodities or services and/or a correct invoice, whichever is later. Unless freight and other charges are itemized, any discount provided will be taken on full amount of invoice.

8. VENDOR TAX ID NUMBER: If goods or services procured through this RFQ are of a type that is required to be included on a Miscellaneous Tax Statement, as described in the Internal Revenue Code, a valid tax identification number must be provided to OJD before payment will be made.

9. SUITABLE MATERIALS, ETC.: Unless otherwise specified, all materials, supplies or equipment offered by an offeror shall be new, unused, and of the latest edition, version, model or crop and of recent manufacture.

10. FIRM OFFER: For the purpose of award, quotes made in accordance with this RFQ must be good and firm for a period of ninety (90) days from the date of quote opening.

11. QUOTE PREPARATION COSTS: OJD is not liable for any costs incurred by the Offeror in quote preparation or submission.

12. ASSIGNMENT(S): Assignment of rights, duties, or payments under a contract resulting from this RFQ is not permitted unless authorized in writing by OJD procurement officer. Quotes that are conditioned upon OJD’s approval of an assignment will be rejected as nonresponsive.

13. LATE QUOTES: Late quotes are quotes received after the time and date set for receipt of the quotes. Late quotes shall not be accepted.

RFQ #S-19800-00018304

Ballistic Upgrades at Harney County Courthouse

Attachment A Window 1

Window opening:

Height 41.25” Width 45.75”

Wall under window measured from inside:

Height 39” Width 49”

Window 2

Window opening:

Height 43.75” Width 51”

Wall under window measured from inside:

Height 39” Width 60”

Attachment A

Bench Height 29.25” Width 55”

Clerk Station 1 Height 27” Width 50.75” (34.75 not including drawers)

Clerk Station 2

Wall facing gallery:

Height 28.5” Width 22”

Wall facing well:

Height 28.5” Width 64”

Attachment A

Door (ALTERNATE 1) Height 84” Width 36”

Any measurements and dimensions provided by OJD are for informational purposes only and shall not be relied on. Offerors are solely responsible for visiting and inspecting the project sites, taking their own measurements, ordering the correct materials and goods, and ensuring that the final deliverables serve their intended purposes.

ATTACHMENT B – SAMPLE CONTRACT

OREGON JUDICIAL DEPARTMENT

TRADE SERVICES AGREEMENT

OJD Contract _________

This Trade Services Agreement (“Contract”) is between the State of Oregon, Oregon Judicial Department (“OJD”), on behalf of its Harney County Circuit Court and the Contractor named below (“Contractor”). OJD and Contractor are each a “Party” and collectively, the “Parties.” This Agreement is for providing services at: Harney County Courthouse located at: 450 N. Buena Vista, Burns, OR 97720 (“Project”).

WITNESSETH:

1. Contractor Contact Information OJD Contact Information

Name: OJD Division: 24th Judicial District Address: Address: 450 N Buena Vista

Burns, OR 97720 Phone: Phone: 541-573-5207

Email: Email: Samantha.dowell@ojd.state.or.us Attn: Attn: Samantha Dowell, Trial Court Admin.

2. Term of the Contract. This Contract shall become effective on the date this Contract has been fully executed by every Party (“Effective Date”). Unless extended in writing or terminated earlier in accordance with its terms, this Contract shall terminate on May 31, 2027.

3. Contract Documents. This Contract consists of the following documents which are listed in descending order of precedence:

This Contract, less all Exhibits:

Exhibit A – Standard Terms and Conditions Exhibit B - Statement of Work and Consideration Exhibit C – Representations, Warranties and Compliance with Oregon Tax Laws Exhibit D - Insurance Exhibit E - Oregon Bureau of Labor & Industries Prevailing Wage Provisions (“BOLI”)

4. Statement of Work. Contractor shall perform the work and services (“Services”) and deliver to OJD the deliverables (“Deliverables”) described on Exhibit B Statement of Work, in accordance with the terms, conditions and schedule contained in the Contract Documents.

5. Consideration.

a. OJD agrees to pay Contractor for the accomplishment of the Services and the delivery of all Deliverables described in the Statement of Work in accordance with the terms set forth in Exhibit B.

b. Reimbursement of travel and other expenses are allowed only as identified in Exhibit B.

c. In no event shall the maximum cost of this Contract exceed $.

mailto:Samantha.dowell@ojd.state.or.us

6. Representatives. Unless otherwise specified in the Contract Documents, the OJD Trial Court Administrator for the 24th Judicial District, Samantha Dowell, as its Authorized Representative in the administration of this Contract. The above-named individual shall be the initial point of contact for matters related to performance, payment, authorization, and to carry out the responsibilities of OJD.

Contractor has named its Authorized Representative to act on its behalf.

7. Contract Dates.

PROJECT START DATE: Within 10 calendar days from issuance of Notice to Proceed (“NTP”) (Email acceptable).

FINAL COMPLETION DATE: On or before April 30, 2027.

8. Insurance. Contractor shall obtain and keep in effect during the term of this Contract insurance coverage as described in Exhibit D.

9. Acknowledgment and Certification. Contractor hereby certifies that the Contractor has had the opportunity to inspect and has fully inspected the work site and the Project and is aware of the Project condition.

In the event Contractor encounters hazardous materials including, but not limited to, lead and asbestos during the term of this Contract, Contractor shall immediately stop all work and promptly notify OJD’s Authorized Representative.

CONTRACTOR, BY THE SIGNATURE TO THIS CONTRACT OF ITS AUTHORIZED

REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE CONTRACT AND

CONTRACTOR AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

OREGON JUDICIAL DEPARTMENT CONTRACTOR

By: By:

Nancy J. Cozine (printed/typed name) (printed/typed name)

State Court Administrator (title) (title)

Date: Date:

OJD Legal Approval:

OJD Office of General Counsel

Date:

CDS/L6C21007

July 2021

Trade Service Agreement – Exhibit A Page 3 of 15

EXHIBIT A

TRADE SERVICES AGREEMENT

STANDARD TERMS AND CONDITIONS

Contractor OJD Contract No.

1. AVAILABILITY OF FUNDING. At the time this Contract is executed, sufficient funds either are available within OJD’s current appropriation or are expected to become available from federal, state, or other sources to finance the costs of this Contract. Contractor understands and agrees that OJD's payment under this Contract is contingent on OJD receiving appropriations, limitations, allotments, or other expenditure authority sufficient to allow OJD, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

2. ACCESS TO RECORDS. Contractor shall maintain all financial records relating to this Contract 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. Contractor acknowledges and agrees that OJD, the Oregon Secretary of State's Office, Department of Health and Human Services, and other applicable agencies of the federal government and their duly authorized representatives shall have access to such financial records and other books, documents, papers, plans, records of shipments and payments and writings of Contractor that are pertinent to this Contract, whether in paper, electronic, or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records, books, documents, papers, plans, records of shipments and payments and writings for a minimum of six years, or such longer period as may be required by applicable law, following final payment and termination 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.

3. ACCEPTANCE AND INSPECTIONS. In addition to any acceptance criteria set forth in Exhibit B, the following shall apply to all Services and Deliverables under this Contract. All Services and Deliverables furnished under this Contract are subject to inspection and acceptance by OJD. Further, any Deliverables furnished under this Contract shall be subject to inspection and test by OJD at times and place determined by OJD. Inspection, examination, or testing by OJD shall neither relieve Contractor of its responsibility to furnish the Deliverables in accordance with this Contract nor invalidate any subsequent claim that OJD may have because of defective or unsatisfactory Deliverables. If OJD finds Services or any Deliverables furnished to be incomplete or not in compliance with the Contract, OJD, at its sole discretion, may declare Contractor in default under this Contract and either reject the Services or Deliverables, require Contractor to correct any defects without charge, or negotiate with Contractor to reduce the price, whichever OJD deems appropriate under the circumstances. If Contractor is unable or refuses to cure any defects within the time period for correcting a default under Section 17, OJD may reject the Services and/or Deliverables and pursue any other remedies available to OJD, any or all of the remedies available to it under this Contract and at law or in equity. Nothing in this paragraph will in any way affect or limit OJD’s rights as buyer, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

4. COMPLIANCE WITH APPLICABLE LAW. Contractor shall comply, and cause all subcontractors to comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to this Contract and the performance of the Services. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations, and executive orders to the extent they are applicable to this Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act portion of the American Recovery and Reinvestment Act of 2009 (“ARRA”), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (ix) ORS Chapter 659 and 659A, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; (xi) 45 C.F.R Part 75 including Appendix II to Part 75;

(xii) the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33 U.S.C. 1251 to 1387); (xiii) Clean Air Act (42 U.S.C. §§ 7401-7671q);

and (xiv) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. These laws, regulations, and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled plastic resin products and recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

5. GOVERNING LAW; JURISDICTION; VENUE. This Contract shall be 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 between OJD (and/or 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, if a claim, action, suit, or proceeding must be brought in a federal forum, then it shall be brought and conducted solely

Trade Service Agreement – Exhibit A Page 4 of 15 and exclusively within the United States District Court for the District of Oregon. In no event shall this section be construed as either: (i) 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, action, suit, or proceeding; or (ii) consent by the State or Oregon or OJD to the jurisdiction of any court. CONTRACTOR, BY

EXECUTION OF THIS CONTRACT, HEREBY CONSENTS

TO THE IN PERSONAM JURISDICTION OF SAID

COURTS.

6. SUBCONTRACTS AND ASSIGNMENTS. Contractor shall not subcontract, assign or transfer any of its interest in this Contract without obtaining prior written approval from OJD, which consent may be withheld by OJD in its sole discretion. As a condition to requesting prior written approval, Contractor must provide a written copy of any such proposed assignment or subcontract to OJD. In addition to any other provisions OJD may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that OJD will receive the benefit of subcontractor performance as if the subcontractor were the Contractor. OJD’s consent to any assignment or subcontract will not relieve Contractor of any of its duties or obligations under this Contract. Any assignment or subcontract in contravention of this section shall be null and void.

7. CONFIDENTIALITY.

a. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to OJD or OJD’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of OJD (“Confidential Information”).

Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by OJD to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than OJD without the obligation of confidentiality; (v) is disclosed with the written consent of OJD, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

b. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to OJD hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential.

Contractor shall assist OJD in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise OJD immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with OJD in seeking injunctive or other equitable relief in the name of OJD or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by OJD, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at OJD’s request, Contractor shall deliver to OJD all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

c. Contractor shall, upon OJD’s request, provide its policies and procedures for safeguarding Confidential Information to OJD for OJD’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

d. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to OJD that is inadequately compensable in damages. Accordingly, OJD may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of OJD and are reasonable in scope and content.

e. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with OJD or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by OJD or the State of Oregon of Contractor’s services, without the prior written consent of OJD.

8. PERSONAL INFORMATION. In the performance of this Contract, Contractor may have possession or access to documents, records or items that contain “Personal Information” as that term is used in ORS 646A.602(11), including Social Security numbers. Personal Information is a type of Confidential Information that is highly sensitive and subject to additional protection. Therefore, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, Trade Service Agreement – Exhibit A Page 5 of 15

Contractor shall have in place, a formal written information security program that provides safeguards to protect Personal Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Identity Theft Protection Act (OCITPA), ORS 646A.600-646A.628.

a. In addition and without limiting the generality of Section 7, Contractor shall not breach or permit breach of the security of any Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control under this Contract. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized person, of any such Personal Information.

Contractor shall not use, distribute or dispose of any Personal Information other than expressly permitted by OJD, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

b. Contractor shall promptly report to OJD any breach of security, use, disclosure, theft, loss, or other unauthorized access of any document, record, compilation of information or other item that contains Personal Information to which the Contractor receives access, possession, custody or control in the performance of this Contract.

c. Contractor shall be responsible for all costs, expenses, and losses associated with complying with the notice requirements of OCITPA that result from acts or omissions of Contractor, its employees, subcontractors, and agents under this Contract. Contractor shall also be responsible for all expenses reasonably incurred by OJD, and all claims and damages asserted by any third parties that arise from a breach of security of Personal Information resulting from acts or omissions of Contractor, its employees, subcontractors, and agents under this Contract.

d. Contractor shall ensure the compliance of its employees, subcontractors, and agents with this section.

9. FORCE MAJEURE. Neither OJD nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of OJD or Contractor, respectively.

Contractor shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

10. INDEPENDENT CONTRACTOR STATUS.

a. Contractor shall perform all Services as an independent contractor. OJD reserves the right to (1) determine and modify the delivery schedule for the Services and Deliverables, and (2) evaluate the quality of the Services and Deliverables; however, OJD 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.

b. Contractor understands and agrees that it is not an "officer", "employee", or "agent" of OJD, as those terms are used in ORS 30.265.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract as required by applicable law. OJD shall 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 paid to Contractor under this Contract, except as a self-employed individual.

11. INDEMNITY.

a. GENERAL INDEMNITY. CONTRACTOR SHALL

DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY

THE STATE OF OREGON AND OJD AND THEIR

OFFICERS, EMPLOYEES, AND AGENTS FROM AND

AGAINST ALL CLAIMS, SUITS, ACTIONS,

PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES,

COSTS AND EXPENSES OF ANY NATURE

WHATSOEVER, INCLUDING ATTORNEY FEES,

RESULTING FROM, ARISING OUT OF, OR RELATING

TO THE ACTIVITIES OF CONTRACTOR OR ITS

OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR

AGENTS UNDER THIS CONTRACT, INCLUDING, BUT

NOT LIMITED TO, UNAUTHORIZED DISCLOSURE OF

CONFIDENTIAL INFORMATION, MALFEASANCE,

INFRINGEMENT OF INTELLECTUAL PROPERTY

RIGHTS, INTENTIONAL, WILLFUL OR WANTON

WRONGFUL ACTS AND ACTS OUTSIDE THE SCOPE

OF SERVICES SET FORTH IN THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS.

WITHOUT LIMITING THE GENERALITY OF SECTION

11.a., CONTRACTOR EXPRESSLY AGREES TO

DEFEND, INDEMNIFY, AND HOLD OJD, THE STATE OF

OREGON AND THEIR AGENCIES, SUBDIVISIONS,

OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES

HARMLESS FROM ANY AND ALL CLAIMS, SUITS,

ACTIONS, PROCEEDINGS, LOSSES, LIABILITIES,

COSTS, EXPENSES, INCLUDING ATTORNEY FEES,

AND DAMAGES ARISING OUT OF OR RELATED TO

ANY CLAIMS THAT THE SERVICES, THE

DELIVERABLES, THE WORK PRODUCT OR ANY

OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED

TO OJD BY CONTRACTOR THAT MAY BE THE

SUBJECT OF PROTECTION UNDER ANY STATE OR

FEDERAL INTELLECTUAL PROPERTY LAW OR

DOCTRINE, OR OJD’S USE THEREOF, INFRINGES ANY

PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK,

TRADE DRESS, MASK WORK, UTILITY DESIGN, OR

OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY;

PROVIDED, THAT OJD SHALL PROVIDE CONTRACTOR

WITH PROMPT WRITTEN NOTICE OF ANY

INFRINGEMENT CLAIM.

c. CONTROL OF DEFENSE AND SETTLEMENT.

CONTRACTOR SHALL HAVE CONTROL OF THE

DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS

SUBJECT TO THESE SECTIONS; HOWEVER, NEITHER

CONTRACTOR NOR ANY ATTORNEY ENGAGED BY

CONTRACTOR SHALL DEFEND THE CLAIM IN THE

NAME OF THE STATE OF OREGON OR OJD NOR

PURPORT TO ACT AS LEGAL REPRESENTATIVE OF

THE STATE OF OREGON OR OJD, WITHOUT THE

APPROVAL OF THE OREGON ATTORNEY GENERAL,

NOR SHALL CONTRACTOR SETTLE ANY CLAIM ON

BEHALF OF THE STATE OF OREGON OR OJD

WITHOUT THE APPROVAL OF THE ATTORNEY

GENERAL AND OJD. THE STATE OF OREGON MAY,

AT ITS ELECTION AND EXPENSE, ASSUME ITS OWN

DEFENSE AND SETTLEMENT IN THE EVENT THAT THE

STATE OF OREGON DETERMINES THAT

CONTRACTOR IS PROHIBITED FROM DEFENDING THE

STATE OF OREGON, OR IS NOT ADEQUATELY

DEFENDING THE STATE OF OREGON’S INTERESTS,

Trade Service Agreement – Exhibit A Page 6 of 15

OR THAT AN IMPORTANT GOVERNMENTAL

PRINCIPLE IS AT ISSUE AND THE STATE OF OREGON

DESIRES TO ASSUME ITS OWN DEFENSE.

d. DAMAGES TO STATE PROPERTY AND EMPLOYEES

CONTRACTOR SHALL BE LIABLE FOR ALL CLAIMS,

SUITS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES,

LIABILITIES, COSTS AND EXPENSES FOR PERSONAL

INJURY, INCLUDING DEATH, DAMAGE TO REAL

PROPERTY AND DAMAGE TO TANGIBLE OR

INTANGIBLE PERSONAL PROPERTY OF OJD AND THE

STATE OF OREGON OR ANY OF THEIR EMPLOYEES,

SUBCONTRACTORS OR AGENTS RESULTING FROM,

ARISING OUT OF, OR RELATING TO THE

INTENTIONAL, RECKLESS OR NEGLIGENT ACTS OR

OMISSIONS OF CONTRACTOR OR ITS OFFICERS,

EMPLOYEES. SUBCONTRACTORS, OR AGENTS

UNDER THIS CONTRACT.

12. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY

TO THIRD PERSONS ARISING OUT OF OR RELATED

TO (I) SECTION 7; (II) SECTION 8; OR (III) SECTION 11,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER

FOR ANY LOST PROFITS, LOST SAVINGS, OR

PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL,

OR INCIDENTAL DAMAGES.

13. NOTICES. Except as otherwise expressly provided in this Contract, any communications between the Parties or notices to be given under this Contract shall be given in writing by email, personal delivery, or mailing the same, postage prepaid, to Contractor or OJD at the address email address set forth in this Contract, or to such other addresses as either Party may indicate pursuant to this section. Any communication or notice so addressed and mailed shall be effective five days after mailing. Any communication or notice given by personal delivery shall be effective when actually delivered. Any communication or notice given by email shall be effective either by return email, or by demonstrating though other technological means that the email has been delivered to the intended email address.

14. OWNERSHIP OF WORK PRODUCT.

a. As used in this section, and elsewhere in this Contract, the following terms have the following meaning: (1) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from this Contract; (2) “Third Party Intellectual Property” means any intellectual property owned by parties other than OJD or Contractor; and (3) “Work Product” means every invention, discovery, work of authorship, trade secret, or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to OJD pursuant to this Contract.

b. All Work Product created by Contractor pursuant to this Contract, including derivative works and compilations, and whether or not such Work Product is considered a work made for hire or an employment to invent, shall be the exclusive property of OJD. OJD and Contractor agree that such original works of authorship are “work made for hire” of which OJD is the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to this Contract is not “work made for hire,” Contractor hereby irrevocably assigns to OJD any and all of its rights, title, and interest in all original Work Product created pursuant to this Contract, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon OJD’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in OJD. Contractor forever waives any and all rights relating to original Work Product created pursuant to this Contract, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications.

c. In the event that Work Product is Contractor Intellectual Property, or a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, Contractor hereby grants to OJD an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on OJD’s behalf.

d. In the event that Work Product is Third Party Intellectual Property, or a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on OJD’s behalf and in the name of OJD, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on OJD’s behalf.

15. DUAL PAYMENT. Contractor shall not be compensated for Services performed or Deliverables provided under this Contract by any other party.

16. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that (1) Contractor has the power and authority to enter into and perform this Contract; (2) The individual signing for Contractor is authorized to execute this Contract on behalf of Contractor; (3) This Contract, when executed and delivered, shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms; (4) The Services under this Contract shall be performed in a good and workmanlike manner and in accordance with the standards prevalent in Contractor’s industry, trade, or profession; and (5) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services; (6) If Contractor is an entity rather than an individual, that the entity named in this Contract is validly existing and in good standing. Unless otherwise stated in this Contract, Contractor shall provide goods with all components and accessories that the manufacturer lists as “standard” for the goods. Further, unless otherwise stated in the Contract, all goods or other Deliverables under this Contract shall be new and current model and shall carry full manufacturer warranties.

Contractor warrants all Services performed and Deliverables delivered by Contractor under this Contract shall materially conform to the specifications and requirements set forth in this Contract and shall be free from defects in labor, material and manufacture. Contractor shall, except as otherwise provided in this Contract, transfer to OJD all Deliverables and Services supplied by Contractor free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, security interests, liabilities and encumbrances of any kind. All implied and

Trade Service Agreement – Exhibit A Page 7 of 15 expressed warranty provisions of the Uniform Commercial Code (ORS chapter 72) are incorporated in this Contract.

All warranties shall run to OJD. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

17. DEFAULT AND REMEDIES.

a. Contractor shall be in default under this Contract if (1) 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; (2) 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 such license or certificate within 14 calendar days after OJD’s notice or such longer period as OJD may specify in such notice; or (3) Contractor commits any material breach or default of any covenant, warranty, obligation, or agreement 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 14 calendar days after OJD's notice, or such longer period as OJD may specify in such notice.

b. In the event Contractor is in default under Section 17.a., OJD 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 (1) termination of this Contract under Section 18.a.(4); (2) withholding all monies due for Services and Deliverables including Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively; (3) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; and (4) exercise of its right of setoff. These remedies are cumulative to the extent the remedies are not inconsistent, and OJD may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever. If a court determines that Contractor was not in default under Section 17.a., then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 18.a.(1).

c. OJD shall be in default under this Contract if (1) OJD fails to pay Contractor any amount pursuant to the terms of this Contract, and OJD fails to cure such failure within 30 calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or (2) OJD commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within 30 calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

d. In the event OJD terminates this Contract under Section 18.a. or in the event OJD is in default under Section 17.c., and whether or not Contractor elects to exercise its right to terminate this Contract under Section 18.b., Contractor’s sole remedy shall be one of the following as applicable: (1) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred, and interest within the limits permitted under ORS 293.462; and (2) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by OJD, less previous amounts paid and any claim(s) that OJD has against Contractor. In no event shall OJD be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this section, Contractor shall pay immediately any excess to OJD.

18. TERMINATION.

a. At its sole discretion and without liability, OJD may terminate this Contract: (1) for its convenience upon 30 days’ prior written notice by OJD to Contractor; (2) immediately upon written notice if OJD fails to receive funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient to pay for the Services, Deliverables, or Work Products; (3) immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that OJD’s purchase of the Services or Work Products under this Contract is prohibited or OJD is prohibited from paying for such Services or Work Products from the planned funding source; or (4) immediately upon written notice if Contractor is in default under Section 17.a. Contractor shall stop performance under this Contract as directed by OJD in any written notice of termination delivered to Contractor under this section.

b. Contractor may terminate this Contract immediately upon written notice to OJD, or at such later date as Contractor may establish in such notice if OJD is in breach pursuant to Section 17.c.

c. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to OJD all of OJD’s property (including without limitation any Services, Deliverables, or Work Products for which OJD has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such OJD property is expressed or embodied at that time. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless OJD expressly directs otherwise in such notice of termination. Upon OJD's request, Contractor shall surrender to anyone OJD designates, all documents, research, or objects or other tangible things needed to complete the Services and the Work Products.

19. FALSE CLAIMS. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract, that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or OJD under this Contract or any other provision of law.

Trade Service Agreement – Exhibit A Page 8 of 15

20. CRIMINAL BACKGROUND CHECK. Contractor’s employees, agents and subcontractors, if any allowed, that will perform Services under this Contract must submit to a criminal background check if requested to do so by OJD. If requested by OJD, such background check must occur prior to arrival on OJD premises or prior to performing any Services under this Contract, whichever occurs first.

Background checks will be performed at OJD expense.

OJD, in its sole discretion, has the right to reject any Contractor employee, agent, or subcontractor, or to limit any such person’s access based on the results of the background check. Contractor shall obtain all releases, waivers, or permissions required for the release of such information to OJD.

21. ANTI-DISCRIMINATION. Contractor certifies that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 for preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class.

Contractor agrees, as a material term of this Contract, to maintain such policy and practice in force during the entire Contract term. Contractor’s failure to maintain such policy and practice constitutes a breach entitling OJD to terminate this Contract for cause.

22. PAY EQUITY.

a. Contractor shall comply with ORS 652.220 and not unlawfully discriminate against any of its employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section is a material term of this Contract, and Contractor’s failure to comply constitutes a breach entitling OJD to terminate this Contract for cause.

b. Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

23. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence under this Contract.

24. SEVERABILTY. 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.

25. SURVIVAL. All provisions of this Contract that would reasonably be expected to survive the termination of this Contract shall do so.

26. NO THIRD-PARTY BENEFICIARIES. OJD 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 any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name and expressly described in this Contract as intended…