RFQ# S-25700-00015306, Newport Janitorial OSP Contract # _____________________________ Page 1 of 30

SAMPLE CONTRACT FOR RFQ S-25700-00015306 (information only – do not fill/return)

BETWEEN THE STATE OF OREGON,

ACTING BY AND THROUGH ITS DEPARTMENT OF STATE POLICE (“OSP” or “Agency”)

AND

("Contractor")

CONTRACT

This Contract is between the State of Oregon, acting by and through its Oregon Department of State Police ("OSP" or “Agency”) and the undersigned ("Contractor").

RECITALS

A. OSP issued RFQ #S-25700-00015306 seeking Quotes from qualified and responsible vendors to provide Services, described in Exhibit A of this Contract; and

B. Contractor submitted a Quote in response to the RFQ offering to provide the Services as set forth in Exhibit A: Statement of Services, Exhibit A-1: Special Instructions, and at the price set forth in Exhibit B:

Schedule of Prices, pursuant to the terms and conditions set forth herein; and

C. OSP, by its execution hereto, has awarded Contractor a Contract for the Services and Prices as set forth in Exhibits A, A-1 and B.

AGREEMENT

In consideration of the foregoing recitals and subject to the covenants, terms and conditions set forth below Contractor agrees to perform, and OSP agrees to pay for, the services and deliverables described in Exhibits A and A-1 (the “Services”).

1. Definitions

The following terms have the meanings set forth in this section.

1.1 “Agency” means the Oregon Department of State Police (“OSP”) who has entered into this Contract for the purchase of the Services.

1.2 “Agency Facility Contact” means the individual(s) so identified in Exhibit D.

1.3 “Agency Contract Administrator” means the individual(s) so identified in Exhibit D.

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1.4 “Contract” means this written agreement between the Contractor and Agency.

1.5 “Contractor Contract Administrator” means the individual(s) so identified in Exhibit D.

1.6 “Contractor Facility Contact” means the individual(s) identified in Exhibit D as the Facility contact person for the Contractor.

1.7 “Facility” is defined in Exhibit A-1.

1.8 “OAR” means the Oregon Administrative Rules.

1.9 “ORS” means the Oregon Revised Statutes.

1.10 “Price” or “Prices” means the amount or amounts to be paid to the Contractor by the Agency as specified in Exhibit B of this Contract.

1.11 “Services” means the services described in Exhibit A and Exhibit A-1.

1.12 “State” means the State of Oregon and its boards, commissions, departments, institutions, branches, and agencies.

1.13 “UCC” means the Uniform Commercial Code as set forth in ORS chapters 71 and 72.

2. Performance of the Services.

Contractor shall perform the Services as stated in Exhibits A and A-1in accordance with the terms and conditions of this Contract. Services shall commence on May 1, 2025 per the schedule in Exhibits A and A-1, or as soon as possible thereafter, provided that this Contract is duly executed by all parties and employee clearance is obtained per Section 39. Any partial months will be billed according to Section 5.7.

3. Prices for the Services; Reimbursement.

Agency shall pay Contractor at the Prices set forth in Exhibit B for the Services as stated in Exhibits A and A-1 in accordance with the terms and conditions of this Contract. Agency is not required to pay for Services performed before the Effective Date or after the termination or expiration of this Contract.

4. Adjustment of Prices

4.1 Prices may be adjusted in whole or in part at any time during the term of the Contract pursuant to this Section 4, based on changes in the scope of work, changes in the costs of performing the Services, or both.

4.2 On the basis of the changes described in Section 4.1, either Contractor or Agency may request a Price adjustment in writing to the other at any time. Requests for adjustments must be submitted at least sixty (60) days prior to the proposed effective date and must include supporting information and documents sufficient to demonstrate that the need for the adjustment is the result of the application of the criteria identified in Section 4.1.

5. Invoicing - Payment of the Prices

5.1 Within thirty (30) calendar days following the end of each month, Contractor shall send to Agency an itemized invoice of all Services provided and accepted during the month, including any Exceptional Services provided pursuant to Exhibit A-1 (Section 1). Contractor shall send all invoices to the Agency Facility Contact at the mailing address specified in Exhibit D or to any designee or other mailing address that Agency may indicate in Exhibit D or otherwise in writing to Contractor for that purpose.

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5.2 Contractor shall submit itemized invoices in a format approved by the Agency. Contractor shall include in each invoice:

5.2.1. A detailed description of Services performed, including the name or names of the individuals who performed Services, the hours such personnel worked, the dates Services were performed, the rate or rates for Services performed, and the total cost of Services

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

5.2.3. Contract number

5.3 Contractor shall include with each invoice all supporting documentation requested by Agency, including a detailed list of reimbursable supplies. Contractor shall keep and make available to Agency such detailed records of Services, including Contractor personnel sign-in sheets, as Agency may require.

5.4 Contractor shall look solely to Agency for payment of all amounts that may be due under the Contract. AGENCY, AND NO OTHER PART OF THE STATE, IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THE CONTRACT. Contractor may assess overdue account charges only in accordance with the provisions of ORS 293.462 up to a maximum rate of two-thirds of one percent per month (8% per annum).

5.5 Agency will pay monthly payments upon approval of Contractor’s invoice, but only after Agency has determined that the Contractor has provided and Agency has accepted all Services invoiced for the billing period.

5.6 Acceptance Criteria and Process

5.6.1. Services furnished under this Contract shall be subject to inspection by Agency at times and places determined by the Agency. If Agency finds Services to be incomplete, not in compliance with Contract requirements, or deficient in any way, Agency, at its sole discretion, may either reject the Services, require Contractor to correct any deficiencies without charge, or negotiate with Contractor to sell the Services to Agency at a reduced price, whichever Agency deems equitable under the circumstances. Agency will provide written notice of any rejected Services that, at a minimum, itemizes the apparent deficiencies. If Contractor is unable or refuses to cure any deficiencies within a time deemed reasonable by Agency, Agency may deem Contractor in default, per Section 15. Nothing in this paragraph shall in any way affect or limit Agency’s rights as Buyer under the Uniform Commercial Code including but not limited to the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080. Agency’s review, approval or acceptance of, or payment for, the Services required under the Contract shall not be construed to operate as a waiver of any rights under the Contract or of any cause of action arising out of the Contractor’s performance, and Contractor shall be and shall remain liable to Agency in accordance with applicable law for all damages to Agency caused by Contractor’s performance or failure of any of the Goods furnished under the Contract.

5.7 Unless otherwise specified herein, all charges under this Contract are to be computed on a calendar month basis and shall be prorated on the following basis for any partial month, rounded to the nearest penny:

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(Monthly Service Amount specified in Exhibit B, or as amended) / (Number of possible service days in the given month, specified in Exhibit A-1, Section 1.2.) * (Number of days in the month services were provided)

Example: If initial services start on September 17, 2019, assuming the monthly service amount is $600 and the services are three times per week, Mon, Wed, Fri, with one holiday and no absences, rounded to the nearest cent: $600 / 12 * 6 = $300.00. However, if one day was missed due to absence, then it would be calculated as follows: $600 / 12 * 5 = $250.

6. Term of the Contract; Maximum not to Exceed; Extensions

6.1 The initial Price Agreement Term shall be five (5) years beginning on December 1, 2025. Upon concurrence of the parties, the Price Agreement may be extended for additional terms ("Extension Terms"); provided, however, that the maximum duration, including all extensions, shall not exceed ten (10) years. The maximum not-to-exceed amount of the Price Agreement, including any extensions or amendments, is $250,000.

6.2 At least 30 days prior to the expiration of the then-current term, Agency shall provide written notice to the Contractor of Agency’s intent to extend the term for an additional period of time and the duration of the proposed extension. Contractor shall notify the Agency Contract Administrator in writing at least 15 days prior to expiration of the then-current term whether or not Contractor agrees to the proposed Extension Term. If Contractor agrees to the proposed Extension Term, the term of this Contract is extended for the Extension Term, which will commence upon the end of the then-current term.

6.3 Notwithstanding the foregoing, OSP reserves the right in its sole discretion to extend the Price Agreement for a maximum of one (1) calendar month beyond the end of any term. OSP shall notify Contractor in writing of the one (1) calendar month extension prior to the expiration of the then current term. Consecutive one-month extensions obtained under this Section are not allowed.

7. Independent Contractor; Responsibility for Taxes and Withholding

7.1 Contractor shall perform all Services as an independent contractor. The Agency may (a) determine and modify the delivery schedule for the Services and (b) evaluate the quality of the Services. However, the Agency may not and will not control the means or manner of Contractor's performance. Contractor shall determine the appropriate means and manner of performing the Services.

7.2 If Contractor is currently providing the same or similar services to the State or the federal government, Contractor by signature to this Contract, represents and warrants that (a) Contractor’s performance of Services under this Contract creates no potential or actual conflict of interest as defined by ORS Chapter 244 and (b) no statutes, rules or regulations of a state or federal client for which Contractor currently performs services would prohibit Contractor from providing the Services under this Contract.

7.3 Contractor understands and agrees that it is not an "officer," "employee," or "agent," as those terms are used in ORS 30.265, of the Agency, or any other agency, office, or department of the State.

7.4 Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, Agency will not withhold from such compensation or payments any amount(s) to cover

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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.

8. Subcontracts, Assignments, and Delegations

8.1 Contractor shall not assign, delegate or otherwise transfer any of its rights or obligations under this Contract or enter into any subcontract for any of the Services required by this Contract without first obtaining the written consent of Agency, which consent Agency may not unreasonably withhold.

8.2 Any purported assignment, delegation or transfer of rights or obligations, or subcontract in violation of this section is void.

8.3 Agency’s consent given to any subcontract or other delegation of obligations does not relieve Contractor of any of its obligations under this Contract.

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

9. No Intended Beneficiaries.

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

10. Funds Available and Authorized; Payments.

Contractor understands and agrees that Agency's payment of amounts under this Contract is contingent on Agency receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. Nothing in this Contract is to be construed as permitting any violation of Article XI, Section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State.

11. Contractor’s Representations and Warranties.

11.1 Contractor represents and warrants that:

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

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

11.1.3. Contractor shall, at all times during the term of this Contract:

(i) be in compliance with all applicable license requirements including but not limited to professional, business and corporate licenses and those which are specific to the Services to be provided under this Contract;

(ii) comply with all applicable occupational health and safety standards required by the laws of the United States or of the State

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

12. Indemnification.

12.1 GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND

INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES

OF ANY NATURE WHATSOEVER (“CLAIMS”) RESULTING FROM, ARISING OUT OF, OR RELATING

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

SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

12.2 INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION

12.1, CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY STATE, ITS

AGENCIES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING

ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY CLAIMS THAT THE WORK, THE WORK

PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEM DELIVERED UNDER THIS CONTRACT

BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL

INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR AGENCY’S REASONABLE USE THEREOF,

INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY (“INFRINGEMENT

CLAIM”); PROVIDED, THAT STATE SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN

NOTICE OF ANY INFRINGEMENT CLAIM.

12.3 STATE SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR’S REASONABLE

EXPENSE, IN THE DEFENSE OF CLAIMS AND INFRINGEMENT CLAIMS, AND CONTRACTOR SHALL

SELECT COUNSEL REASONABLY ACCEPTABLE TO THE OREGON ATTORNEY GENERAL TO DEFEND

SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL BEAR ALL COSTS OF SUCH COUNSEL.

COUNSEL MUST ACCEPT APPOINTMENT AS A SPECIAL ASSISTANT ATTORNEY GENERAL UNDER

ORS CHAPTER 180 BEFORE COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, STATE, ITS AGENCIES, OFFICERS, EMPLOYEES OR AGENTS. STATE MAY ELECT TO ASSUME

ITS OWN DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT ANY

TIME STATE DETERMINES IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE. SUBJECT TO

THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH CLAIMS AND

INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING PROVIDED THAT NO

SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT CLAIMS SHALL

OCCUR WITHOUT THE CONSENT OF STATE, WHICH CONSENT SHALL NOT BE UNREASOABLY

WITHHELD, CONDITIONED OR DELAYED

13. Assignment of Antitrust Rights.

13.1 CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF OR CAUSE OF ACTION

WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN THE FUTURE BY

REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN

CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE

OF CARRYING OUT CONTRACTOR’S OBLIGATIONS UNDER THIS CONTRACT, INCLUDING, AT

STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF

OR CAUSE OF ACTION.

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13.2 CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF OR CAUSE OF ACTION

WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN THE FUTURE BY

REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN

CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE

OF CARRYING OUT CONTRACTOR’S OBLIGATIONS UNDER THIS CONTRACT, INCLUDING, AT

STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF

OR CAUSE OF ACTION.

14. Insurance.

Contractor shall maintain insurance identified in Exhibit C, which is attached hereto.

15. Default; Remedies.

15.1 Contractor is in default under this Contract if:

15.1.1. 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; or

15.1.2. Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within fourteen (14) calendar days after Agency ’s notice to Contractor or such longer period as Agency may specify in such notice; or

15.1.3. Contractor commits any material breach or default of any covenant, condition, warranty, obligation or agreement under this Contract, fails to perform its obligations under this Contract within the time specified herein or any extension of that time, or so fails to pursue the Services as to endanger Contractor's performance under this Contract in accordance with its terms, and Contractor fails to cure the breach, default or failure within fourteen (14) calendar days after Agency’s notice to Contractor or such longer period as Agency may specify in such notice.

15.2 State’s Remedies. If Contractor is in default under Section 15.1, Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

15.2.1. termination of this Contract under Section 17.2;

15.2.2. withholding payment of monies due for Services that Contractor has failed to perform within any scheduled completion dates or has performed inadequately or defectively;

15.2.3. initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; and

15.2.4. exercise of its right of setoff, and withholding of amounts otherwise due and owing to Contractor in an amount equal to State’s setoff right, without penalty.

15.3 These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Sections 15.1, then Contractor is entitled to the same remedies as if this Contract was terminated pursuant to Section 17.1.

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15.4 Agency is in default under this Contract if:

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

15.4.2. Agency commits any material breach or default of any covenant, warranty, or obligation under this Contract and such breach or default is not cured within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

15.5 Contractor’s Remedies. If Agency terminates the Contract under Section 17.1, or if Agency is in default under Section 15.4 and whether or not Contractor elects to exercise its right to terminate the Contract under Section 17.4, Contractor’s sole monetary remedy shall be (a) 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, less any claim(s) Agency has against Contractor, and (b) 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 Agency, less previous amounts paid and any claim(s) that Agency has against Contractor.

15.6 In no event shall the State be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits.

16. Attorney’s Fees

16.1 With the exception of defense costs and expenses pursuant to Section 12, neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Contract.

17. Termination.

17.1 The Contract may be terminated at any time by mutual written consent of the parties.

17.2 At its sole discretion, Agency may terminate this Contract:

17.2.1. For any reason, or no reason, upon thirty (30) days’ prior written notice by Agency to Contractor, or

17.2.2. Immediately upon written notice if Agency fails to receive appropriations, limitations, allotments or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract, or

17.2.3. Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the State’s purchase of the Services under this Contract is prohibited or Agency is prohibited from paying for such Services from the planned funding source.

17.3 In addition to any other rights and remedies Agency may have under this Contract, Agency may terminate this Contract immediately upon written notice by Agency to Contractor, or at such later date as Agency may establish if Contractor is in default under Section 15.1.

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17.4 Contractor may terminate this Contract with such written notice to Agency as provided in Section 15.4 if Agency is in default under Section 15.4.

17.5 Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to Agency all of Agency’s property including any property, tools, equipment or supplies for which Agency has made payment in whole or in part) that is in the possession or under the control of Contractor.

17.6 Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless Agency expressly directs otherwise in such notice of termination. Upon Agency's request, Contractor shall surrender to anyone Agency designates, all documents, research or objects or other tangible things needed to complete the Services.

18. Records Maintenance; Access to Records.

18.1 Contractor shall maintain accurate and correct records of the direct labor hours performed for it by each worker in a manner sufficient to determine compliance with the 75 percent direct labor requirement of ORS 279.835(5)(c) or successor statute.

18.2 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.

18.3 Contractor shall permit Agency and the Oregon Secretary of State's Office and their duly authorized representatives access to 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.

18.4 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 (6) 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.

19. Compliance with Applicable Law.

State’s performance under this Contract is conditioned upon Contractor's compliance with ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein. In addition, Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and ordinances applicable to the Contract, all of which are incorporated herein by reference to the extent that they are applicable to the Contract. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper as defined in ORS 279A.010(1)(gg), recycled PETE products as defined in ORS 279A.010(1)(hh), and other recycled plastic resin products and recycled products as “recycled product” is defined in ORS 279A.010(1)(ii).

20. Foreign Contractor.

If Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Contractor shall demonstrate its legal capacity to perform the Services under this Contract in the State prior to entering into this Contract.

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21. Force Majeure.

Agency and Contractor are not 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 Agency or Contractor, respectively. 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.

22. Survival.

The following rights and obligations will survive termination or expiration of this Contract: Sections 3, 5, 7, 8, 11, 12, 15, 16, 17, 18, 22, 27, 28, 30, 40, and 41.

23. Time is of the Essence.

Contractor agrees that time is of the essence in relation to its performance of its duties under this Contract.

24. Notice.

Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder must be given in writing to Contractor at the address or number set forth on Exhibit D, and to Agency at the address or number set forth on Exhibit D, or to such other addresses or numbers as either party may hereafter indicate pursuant to this section.

24.1 Any communication or notice delivered by United States Postal Service, first class mail postage prepaid, will be deemed given five (5) Calendar Days after mailing.

24.2 Any communication or notice delivered by facsimile will be deemed given when the transmitting machine generates receipt of the transmission. To be effective against Agency, such facsimile transmission must be confirmed by telephone notice to the Agency Authorized Representative.

24.3 Any communication or notice delivered by email will be deemed given when the recipient responds with a receipt, which may be auto-generated. To be effective against Agency, such email transmission must be confirmed by telephone notice to the Agency Authorized Representative.

24.4 Any communication or notice by personal delivery will be deemed given when actually received by the appropriate Authorized Representative.

25. 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 are not affected, and the rights and obligations of the parties are to be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

26. Counterparts.

This Contract may be executed in two or more counterparts, all of which when taken together are deemed one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract so executed is an original.

27. Governing Law.

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27.1 The Contract is governed by and construed in accordance with the laws of State, without regard to principles of conflicts of laws. To the extent not modified by the terms of this Contract, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs the Goods sold under this Contract.

28. Venue; Consent to Jurisdiction.

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

COURTS AND WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE

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

29. Merger Clause; Waiver.

This Contract including Exhibits A through D constitutes the entire agreement between the parties relating to the subject matter identified in this Contract. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No provision in this Contract may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. A waiver made on one occasion is effective only in that instance and only for the purpose that it is given and will not be construed as a waiver on any future occasion. The failure of Agency to enforce any provision of this Contract does not constitute a waiver by Agency of that or any other provision.

30. Amendments.

This Contract may be amended to the extent permitted by applicable statutes and administrative rules and as set forth in Exhibit A-1. This Contract may be amended only by a written agreement signed by Agency and Contractor.

31. Unauthorized Phone Calls and Equipment Use.

Except as may be provided elsewhere in this Contract, Contractor’s employees and agents shall not use any of Agency’s equipment including, but not limited to, telephones (except pay telephones), copiers, computers and facsimile machines without prior written authorization from the Agency. Contractor shall require and ensure that each of its subcontractors complies with these requirements. Any unauthorized use of Agency’s equipment by the Contractor, any subcontractor or their respective employees or agents will be billed to the Contractor and will include (a) any costs incurred by the Agency for investigation and

(b) any applicable costs and fees incurred by the Agency. Such unauthorized use of the Agency’s equipment may be cause for immediate termination of this Contract.

32. Safety/Health Hazards.

Contractor shall take every precaution to instruct its employees and its agents relative to, and to otherwise provide safeguards against any possible injuries associated with the Services to be provided under this Contract, including but not limited to any hazards associated with hazardous chemicals, OSP Contract # _____________________________ Page 12 of 30 cleaning agents and equipment. Products containing hazardous chemicals are those products covered by OAR Chapter 437.

33. Hazard Communication.

Products which contain hazardous chemicals, as described in OAR Chapter 437, must be labeled, tagged or marked with the following information:

33.1 Identity of the hazardous chemical(s);

33.2 Appropriate hazard warning; and

33.3 Name and address of the chemical manufacturer, importer or other responsible party.

Contractor shall keep current and on file the Safety Data Sheets (SDS) as defined by the Occupational Safety and Health Administration (OSHA) for all substances used for Services that require an SDS under OSHA standards. For any materials which contain or may release, or could otherwise result in exposure to, a hazardous chemical under normal conditions of use, Contractor shall provide an SDS as required by OAR Chapter 437, Division 2 (29 CFR 1910.1200), and Contractor shall obtain approval from the Agency Facility Contact or the Agency Facility Contact’s designee prior to Contractor’s first providing or use of such materials at the Facility.

Questions about the administrative rules referenced in this section should be addressed to the Department of Consumer and Business Services, Oregon OSHA, 350 Winter St. NE; Salem, OR 97310,

(503) 378-3272.

34. Reserved.

35. Transportation.

Contractor is responsible for transportation of its employees to or from the Facility.

36. Employer Contributions and Tax Withholdings.

Contractor shall forward to the Oregon Department of Revenue and to the United States Internal Revenue Service all sums withheld from employees pursuant to both State and Federal tax laws.

Contractor further shall pay all contributions or taxes due to the United States Social Security Administration, the Department of Employment and the State Accident Insurance Fund from the Contractor, and to forward the contributions of its employees to the United States Social Security Administration.

37. Payment for Contractor Supplies and Equipment

Contractor shall make payment promptly, as due, to all persons supplying to the Contractor services, supplies or equipment utilized in the performance of this Contract. Should the Contractor fail, neglect, or refuse to make prompt payment of any such claim in connection with this Contract, the proper officer representing the Agency may after ascertaining the claim is just, due and payable, pay such claim and charge the amount of the payment against such funds due, or to become due, to the Contractor by reason of this Contract. Payment of any claim in this manner will not relieve the Contractor with respect to any unpaid claims.

38. Access to Facility

Contractor shall maintain a complete list of persons who will be providing Services at the Facility under this Contract. Contractor shall update this list with changes to the list during the term of this Contract.

The name and date of birth of all initial personnel, their back-ups, and all persons added to the list must be submitted to the Agency 72 hours in advance of the person performing Services. Only Contractor

OSP Contract # _____________________________ Page 13 of 30 personnel who meet the employee requirements, per Section 39, shall be added to the list. Contractor agrees that only the persons on the most current list will have access to the Facility and will be the only Contractor personnel utilized to provide Services at the Facility. Agency may screen, and when necessary as determined by Agency, refuse access to the Facility or any part of it to any employee or agent of Contractor or any subcontractor, including subcontractor’s employees and agents.

39. Background Checks; Employee Requirement.

39.1 Contractor shall obtain criminal records checks for and screen pursuant to this Section 39 each person who will be performing Services under this Contract, before allowing the person access to the Facility or authorizing the person to perform any Services under the Contract.

39.1.1. Contractor shall obtain criminal records information available to employers under the provisions of ORS Chapter 181 and OAR Chapter 257 and verify each person’s fitness to perform Services in accordance with the standards for a final fitness determination in OAR 125-007-0260. Contractor shall provide a letter via certified mail or delivered in person to Agency Facility Contact attesting that Contractor has complied with this requirement.

39.1.2. Contractor shall permit only persons who meet the final fitness determination standards in OAR 125-007-0260 to perform Services under this Contract. In addition, Contractor shall not utilize any person in the performance of Services who has any employment history that in Contractor's reasonable judgment poses a risk to the security and confidentiality requirements of the Contract, or to the safety of persons at the Facility.

39.1.3. Contractor shall maintain records of criminal records checks according to Section 39 Contractor shall provide the criminal records check files to Agency upon request from Agency.

39.2 Notwithstanding Section 39.1, and to the extent permitted by ORS Chapter 181 and applicable rules, Agency may determine independently the acceptability of each individual for access to the Facility based upon the result of criminal and other background checks.

39.2.1. At Agency’s request, Contractor shall require each person who will provide Services under this Contract, including employees and agents of Contractor’s subcontractors, to provide information and consent to enable Agency to obtain a criminal record or other background check on that person. Such information may include personal information, such as a social security number, and may include a fingerprinting process.

39.2.2. Agency will perform the background check through the Oregon State Police or through use of Agency systems once Contractor provides the proper information and any applicable administrative fee.

39.2.3. Upon approval of access to the facility, each employee will be required to complete an online FBI CJIS training, and repeat the training as required by the FBI (currently every two years).

39.2.4. Agency will notify Contractor if the Agency determination must be complete before the personnel will be allowed unescorted access to the Facility or allowed to perform any Services under the Contract. Depending upon individual building access requirements and staffing availability, Agency may permit Services to be performed

OSP Contract # _____________________________ Page 14 of 30 using an escort designated by Agency Facility Contact while background checks and screening are in process.

40. Security System Code; Access Cards; Keys

40.1 Agency shall provide means of access to Facility to Contractor for use in the performance of Services under this Contract. Contractor shall maintain a current record of all Contractor employees and agents, including employees and agents of a subcontractor, if any, who are assigned or possess means of access, including but not limited to security system codes, access cards, buttons and keys. This current record must include any identification number of each access card, button and key assigned. Contractor shall provide such current record to Agency Facility Contact within 48 hours of the Effective Date of this Contract and of any amendment modifying the scope of work and otherwise within 24 hours of either a change in the record or a request from Agency. Contractor shall immediately return all access cards, buttons or keys and other means of access to Agency upon termination or cancellation of this Contract in whole or in part. Contractor shall immediately retrieve from any person re-assigned, transferred, or terminated from providing Services any access card, button or key assigned to or in the possession of that person.

40.2 Contractor shall be liable and responsible for any and all Agency’s costs, losses and damages, including but not limited to the cost of re-keying doors, gates, and locks, arising out of or related to the loss of or failure by Contractor to return or account for access cards, buttons or keys identified to this Contract. Contractor shall contact Agency Facility Contact within 24 hours of a lost key, access card, or button to report in writing the identification number and Facility area affected. Contractor shall not reassign any key, access card or button without prior written approval from Agency. Contractor shall not and shall not permit its employees and its agents to, reproduce keys, cards, or buttons without prior written approval from the Agency.

40.3 Contractor shall use access cards, buttons, keys, and security system codes only as instructed by Agency. Contractor may request additional security system training in writing. Security alarm response charges, if any, resulting from a false alarm or other alarm response caused by the action of Contractor, any subcontractor or their respective employees or agents, may be deducted from the current month’s invoice or a future invoice (“False Alarm Fee”). This False Alarm Fee will be based on the alarm response fee charged to Agency by Agency’s contracted security company. Repeated alarm responses by Agency’s security company due to action of Contractor, any subcontractor or their respective employees or agents, may lead to Contract termination.

40.4 Contractor shall be liable and responsible for all State and Agency’s costs, losses, or damages, arising from or related to the willful, negligent, or accidental release of means of access by the Contractor, any subcontractor or their respective employees or agents to persons not authorized by Agency to possess a security system code. This liability includes but is not limited to costs to make changes or corrections to the Facility security system.

41. Confidential Information.

41.1 Contractor acknowledges that it and any subcontractor or their respective employees or agents may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’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 or electronic form) that Contractor, any subcontractor

OSP Contract # _____________________________ Page 15 of 30 or their respective employees or agents may come into contact within the performance of Services under this Contract is deemed to be confidential information of Agency (“Confidential Information”). Confidential Information includes any materials and things discarded as rubbish or designated for destruction or recycling. Confidential Information is deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known; (b) is furnished by Agency to others without restrictions similar to those imposed by this Contract;

(c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (d) is obtained from a source other than Agency without the obligation of confidentiality, (e) is disclosed with the written consent of Agency, or;

(f) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

41.2 Confidential Information.

41.2.1. Contractor agrees to hold Confidential Information in confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information.

41.2.2. Contractor agrees that, except for purposes directly connected to this Contract, Contractor shall not at any time during or after the term of this Contract disturb, read, copy, reproduce, sell, assign, license, market, transfer, disclose, directly or indirectly, or otherwise dispose of, give, or disclose any Confidential Information or use Confidential Information for any purpose except in accordance with this Contract.

41.2.3. Contractor shall not permit the breach of the confidentiality of this Confidential Information by any employee, agent, or subcontractor, including subcontractor’s employees and agents. Contractor shall advise each of its employees, agents, and subcontractors of their obligations to keep Confidential Information confidential.

41.2.4. Contractor shall use commercially reasonable efforts to assist Agency in identifying and preventing any unauthorized access to or use or disclosure of any Confidential Information.

41.2.5. Contractor shall implement security measures that reasonably and appropriately provide administrative, physical, and technical safeguards that protect the confidentiality, integrity, and availability of the Confidential Information to which it has access. Contractor’s security measures must be documented in writing and be available for review by Agency upon request by Agency. Agency’s review of the reasonableness of security measures will take into account Contractor’s physical, administrative, and technical capabilities related to security measures and the potential risk of unauthorized use or disclosure of Confidential Information by Contractor, its officers, employees, agents or subcontractors.

41.2.6. Without limiting the generality of the foregoing, Contractor shall advise Agency 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 Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person.

41.2.7. Upon termination of this Contract or at Agency’s request, Contractor will turn over to Agency any and all Confidential Information in Contractor’s possession.

OSP Contract # _____________________________ Page 16 of 30

41.2.8. Contractor acknowledges that any disclosure of Confidential Information or removal of Agency property or Confidential Information by Contractor or Contractor’s employees or agents may be cause for the immediate removal of such person from performing work under this Contract. Such disclosure or removal may result in Contract termination and may result in criminal or civil prosecution.

41.3 Oregon Consumer Identity Theft Protection Act

41.3.1. In the performance of the Contract, Contractor may have access to, or possession, custody, or control of “Personal Information” as that term is used in ORS 646A.602(11), including Social Security numbers. If Contractor receives access, possession, custody or control of “Personal Information”, Contractor must maintain appropriate safeguards for the security of that “Personal Information” as required by the Oregon Consumer Identity Theft Protection Act, ORS 646A.600 to 646A.628 (Oregon Laws 2007, chapter 759), and shall do so in the performance of this Contract. Accordingly, Contractor represents and warrants that it will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective written information security program that at a minimum complies with the requirements of the Oregon Identity Theft Protection Act (ORS 656A.600 et seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control.

41.3.2. In addition to and without limiting the generality of Sections 41.1 and 41.2, Contractor shall not breach or permit the breach of the security of any Personal Information (as “Personal Information” is defined in ORS 646A.602(11)) that is contained in any document, record, compilation of information or other item to which the 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 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.