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Contract #:

Funded By:

CONTRACT FOR JANITORIAL SERVICES

between

OREGON DEPARTMENT OF FISH & WILDLIFE

and Insert Contractor Name

This Contract is between the State of Oregon acting by and through the Oregon Department of Fish and Wildlife (“ODFW” or “Agency”) and (“Contractor”). ODFW and Contractor shall be referred to individually as “Party” and collectively as “Parties.” This Contract is effective upon the date it has been signed by all Parties and all approvals required by law have been obtained (“Effective Date”).

RECITALS: This Contract is subject to ORS 279.850 and the Oregon Administrative Rules (OAR) 125-055- 0005 through -0045.

PURPOSE: The purpose of this Contract is to establish the terms and conditions and to compensate the Contractor for providing services associated with Janitorial Services, as described in Exhibit A, and A-1.

In consideration of the terms and conditions set forth below, the Parties agree as follows:

1. Definitions:

The following terms have the meanings set forth in this section. Capitalized terms used but not defined here or elsewhere in this Contract have the meanings set forth in the QRF Rules.

1.1. “ODFW” means the State of Oregon, acting by and through Oregon Department of Fish and

Wildlife (“ODFW”).

1.2. “ODFW Building Coordinator” means the individual(s) so identified in Exhibit H.

1.3. “Contract” means this written agreement between the Contractor and ODFW, including all exhibits.

1.4. “Contract Administrator” means the individual(s) so identified in Exhibit H.

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

1.6. “Facility” is defined in Exhibit A and A-1.

1.7. “OAR” means the Oregon Administrative Rules.

1.8. “ORS” means the Oregon Revised Statutes.

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

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

1.11. “State” means the State of Oregon.

2. Performance of the Services:

Contractor shall perform the Services at the Facility in accordance with the terms and conditions of this Contract.

3. Prices for the Services; Reimbursement:

ODFW shall pay Contractor at the Prices set forth in Exhibit B for Services performed in accordance with the terms and conditions of this Contract. ODFW shall reimburse Contractor for expenses only as set forth in Exhibit B. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes all allowable expenses, is $ . Contractor shall not submit invoices for, and ODFW is not required to pay, any amount in excess of the foregoing amount. If this maximum compensation amount is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs any Services subject to the amendment. ODFW 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 ODFW 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 of the adjustment 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.

4.3. ODFW shall proceed to make a Determination of Price. Where an adjustment to Prices arise in the scope of Services under Exhibit A or A-1, Contractor and ODFW must amend the Contract to reflect the change in the scope of Services.

5. Invoicing; Payment of the Prices:

5.1. Within forty-five (45) calendar days following the end of each month, Contractor shall send to ODFW an itemized invoice of all Services provided and accepted during the month pursuant to Exhibit A-1, Section 1. Contractor must submit itemized invoices to ODFW for reimbursement of services performed, noting the project, the ODFW Contract number that is being performed, and the ODFW Contract Administrator, (Jonathan Stratton), to: Accounts Payable Unit, Department of Fish and Wildlife, 4034 Fairview Industrial Drive SE, Salem, OR 97302.

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

a. 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

b. Itemization and explanation of all expenses for which Contractor claims reimbursement authorized under this Contract; and

c. The total amount due and the payment address.

5.3. Contractor shall include with each invoice all supporting documentation requested by ODFW.

Contractor shall keep and make available to ODFW such detailed records of Services, including Contractor personnel sign-in sheets, as ODFW may require.

5.4. Contractor shall look solely to ODFW for payment of all amounts that may be due under the Contract. ODFW, 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. ODFW is not required to pay Contractor for any Services unless the Services are complete and conform to the specifications, warranties and other terms of this Contract.

6. Term of the Contract; Extension:

6.1. The term of this Contract begins on August 1, 2026, or the date of the last signature, whichever occurs last, and shall terminate on July 31, 2027, unless earlier terminated in accordance with Section 15. This Contract may be extended for additional terms (as an “Extension Term”) by agreement of the Parties in accordance with terms of this Contract.

6.2. At least 30 days prior to the expiration of the then-current term, ODFW shall provide written notice to the Contractor if ODFW intends to extend the term for an additional period of time and the duration of the proposed extension. Contractor shall notify the ODFW Contract Project Manager 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 may commence upon the end of the then-current term.

7. Independent Contractor; Responsibility for Taxes and Withholding:

7.1. Contractor shall perform all Services as an independent contractor. The ODFW may (a) determine and modify the delivery schedule for the Services and (b) evaluate the quality of the Services.

However, the ODFW 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 ODFW, 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, ODFW will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or Workers' compensation benefits from compensation or payments 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 ODFW, which consent ODFW 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. ODFW’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 Third-Party Beneficiaries:

The State, acting by and through ODFW, 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 this Contract.

10. Funds Available and Authorized; Payments:

Contractor understands and agrees that ODFW's payment of amounts under this Contract is contingent on ODFW receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow ODFW, 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; and

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

12. Indemnity:

12.1 Contractor shall defend, indemnify and hold harmless the State, its agencies, and its respective officers, employees and agents (each an “Indemnified Party”) from and against all claims, suits, actions, proceedings, losses, damages, liabilities, awards and costs of every kind and description (including reasonable attorney’s fees and expenses at trial, on appeal and in connection with any petition for review) asserted by a third party and arising out of the actual or alleged (a) misconduct, negligence or other intentional or culpable act, error or omission of Contractor, any subcontractor or their respective employees or agents in or associated with the performance of the Services provided under the Contract, and (b) the infringement of any patent, copyright, trade secret or other proprietary right of any third party by delivery or use in or associated with the performance of the Services (“Indemnified Claims”).

12.2 Upon receipt of notice that a third party is making a claim against an Indemnified Party, the Indemnified Party receiving notice of the claim shall notify Contractor and provide copies of all documents, if any, from the third party describing the claim. If the Indemnified Party determines that the asserted claim in whole or in part may be an Indemnified Claim, it may tender the Indemnified Claim in whole or in part to Contractor pursuant to subsection 12.1.

12.3 Contractor’s obligation under this Section 12 does not extend to that portion of any indemnifiable loss to the extent caused by the negligent or willful misconduct of an Indemnified Party.

12.4 Neither Contractor nor any attorney engaged by Contractor shall defend any claim in the name of the State nor purport to act as legal representative of the State without the prior written consent of the Oregon Attorney General. The State may, at any time at its election, assume its own defense and settlement in the event that it determines that Contractor is prohibited from defending the State, or that Contractor is not adequately defending the State’s interests, or that an important governmental principle is at issue or that it is in the best interests of the State to do so. The State may pursue any claims it may have against the Contractor if the State elects to assume its own defense.

13. Insurance:

Contractor shall maintain the insurance identified in Exhibit C.

14. Default; Remedies:

14.1. Contractor is in default under this Contract if:

14.1.1. 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

14.1.2. 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 ODFW ’s notice to Contractor or such longer period as ODFW may specify in such notice; or

14.1.3. 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 ODFW’s notice to Contractor or such longer period as ODFW may specify in such notice.

14.2. State’s Remedies. If Contractor is in default under Section 14.1, ODFW 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:

14.2.1. Termination of this Contract under Section 15.2;

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

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

14.2.4. Exercise of its right of setoff.

14.3. The State’s remedies are cumulative to the extent the remedies are not inconsistent, and ODFW 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 14.1, then Contractor is entitled to the same remedies as if this Contract were terminated pursuant to Section 15.1.

14.4. ODFW is in default under this Contract if:

14.4.1. ODFW fails to pay Contractor any amount pursuant to the terms of this Contract, and ODFW 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

14.4.2. ODFW 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.

14.5. Contractor’s Remedies. If ODFW terminates the Contract under Section 15.1, or if ODFW is in default under Section 14.4 and whether or not Contractor elects to exercise its right to terminate the Contract under Section 15.4, Contractor’s sole monetary remedy shall be (a) with respect to services compensable on a per facility basis, a claim for unpaid invoices, facilities 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) ODFW 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 ODFW, less previous amounts paid and any claim(s) that ODFW has against Contractor.

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

15. Termination:

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

15.2. At its sole discretion, ODFW may terminate this Contract:

15.2.1. For any reason or no reason upon thirty (30) days’ prior written notice by ODFW to Contractor; or

15.2.2. Immediately upon written notice if ODFW fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Services; or

15.2.3. 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 ODFW is prohibited from paying for such Services from the planned funding source.

15.3. In addition to any other rights and remedies ODFW may have under this Contract, ODFW may terminate this Contract immediately upon written notice by ODFW to Contractor, or at such later date as ODFW may establish, if Contractor is in default under Section 14.1.

15.4. Contractor may terminate this Contract with such written notice to ODFW as provided in Section

14.4 if ODFW is in default under Section 14.4.

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

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

16. Records Maintenance; Access to Records:

16.1. 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.

16.2. 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.

16.3. Contractor shall permit DAS, ODFW 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.

16.4. 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.

17. 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).

18. 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.

19. Force Majeure:

DAS, ODFW 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 DAS, ODFW 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.

20. Survival:

The following rights and obligations will survive termination or expiration of this Contract: Sections 3, 5, 7, 8, 9, 11, 12, 14, 15, 16, 20, 25, 26, 27, 37, and 38.

21. Time is of the Essence:

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

22. Notice:

Except as otherwise expressly provided in this Contract, any communications between the Parties hereto or notices to be given hereunder shall be given in writing, by email, personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or ODFW at the address, number or email address set forth in Exhibit H, or to such other addresses or numbers as either Party may indicate pursuant to Exhibit H.

23. 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.

24. 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.

25. Choice of Law; Designation of Forum; Federal Forum:

25.1 Choice of Law. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

25.2 Designation of Forum. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County. Each Party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.

25.3 Federal forum. Notwithstanding Section 25.2, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This section is also not a waiver by the State of Oregon of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

26. Merger Clause; Waiver:

This Contract, including Exhibits A through H, 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 ODFW to enforce any provision of this Contract does not constitute a waiver by ODFW of that or any other provision.

27. 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 amendment signed by ODFW and Contractor.

28. 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 ODFW’s equipment including, but not limited to, telephones (except pay telephones), copiers, computers and facsimile machines without prior written authorization from the ODFW. Contractor shall require and ensure that each of its subcontractors complies with these requirements. Any unauthorized use of ODFW’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 ODFW for investigation and (b) any applicable costs and fees incurred by the ODFW. Such unauthorized use of the ODFW’s equipment may be cause for immediate termination of this Contract.

29. 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, cleaning agents and equipment. Products containing hazardous chemicals are those products covered by

OAR Chapter 437.

30. Information Regarding Hazardous Chemicals:

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

30.1 Identity of the hazardous chemical(s);

30.2 Appropriate hazard warning; and

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

Contractor shall keep current and on file the Material Safety Data Sheets (MSDS) as defined by the Occupational Safety and Health Administration (OSHA) for all substances used for Services that require an MSDS 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 MSDS as required by OAR Chapter 437, Division 2 (29 CFR 1910.1200), and Contractor shall obtain approval from the ODFW Contract Administrator or 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 Insurance & Finance, Accident Prevention Division, Labor and Industries Building, Salem, OR 97310, (503) 378-3272 and to the Dept. of Consumer and Business Services, Oregon OSHA, 350 Winter St. NE; Room 430 Salem, OR 97310, (503) 378-3272.

31. Additional Requirements:

Contractor shall comply with the additional requirements set forth in Exhibit D, attached hereto and incorporated herein by this reference.

32. Transportation:

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

33. 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 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 shall forward the contributions of its employees to the United States Social Security Administration.

34. 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 ODFW 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.

35. 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 ODFW 72 hours in advance of the person performing Services. 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. ODFW may screen, and when necessary as determined by ODFW, 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.

36. Background Checks; Employee Requirement:

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

36.2 Contractor shall verify each person’s fitness to perform Services in accordance with the Criminal Records Check and Fitness Determination Rules (OAR Chapter 125, Division 7). Contractor shall provide a letter via certified mail or delivered in person to ODFW Contract Administrator attesting that Contractor has complied with this requirement.

36.3 Contractor shall permit only persons who meet the standards in the Criminal History Check Rules to perform Services under this Contract. Contractor shall require any person performing Services to self-report to Contractor within five (5) days of conviction of any disqualifying crime listed in the Criminal History Check Rules. 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.

Contractor's failure to comply with this section constitutes a material breach of Contract and is grounds for immediate termination of this Contract by ODFW.

36.4 Contractor shall maintain records of criminal records checks according to Section 16 of this Contract.

Contractor shall provide the criminal records check files to ODFW upon request from ODFW.

36.5 ODFW has the sole right to determine the acceptability of each individual for access to the Facility based upon the result of criminal and other background checks.

37. Means of Access; Access Cards; Keys:

37.1 ODFW 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 access cards and keys. This current record must include any identification number of each access card and key assigned. Contractor shall provide such current record to ODFW Contact within 48 hours of the Effective Date of 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 ODFW. Contractor shall immediately return all access cards or keys and other means of access to ODFW 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 or key assigned to or in the possession of that person.

37.2 Contractor shall be liable and responsible for any and all ODFW’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 or keys identified to this Contract. Contractor shall contact ODFW Contact within 24 hours of a lost key or access card to report in writing the identification number and Facility area affected. Contractor shall not reassign any key or access card without prior written approval from ODFW. Contractor shall not and shall not permit its employees and its agents to reproduce keys or cards, without prior written approval from the ODFW.

37.3 Contractor shall use access cards or keys only as instructed by ODFW.

37.4 Contractor shall be liable and responsible for all State and ODFW’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 ODFW to possess access cards or keys. This liability includes but is not limited to costs to make changes or corrections to the Facility security system.

38. Confidential Information:

38.1 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 ODFW or ODFW’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 or their respective employees or agents may come into contact with in the performance of Services under this Contract is deemed to be confidential information of ODFW (“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 ODFW 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 ODFW without the obligation of confidentiality; (e) is disclosed with the written consent of ODFW; 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.

38.2 Confidential Information.

38.2.1 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.

38.2.2 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.

38.2.3 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.

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

38.2.5 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 ODFW upon request by ODFW. ODFW’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.

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

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

38.2.8 Contractor acknowledges that any disclosure of Confidential Information or removal of ODFW 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.

38.3 Oregon Consumer Identity Theft Protection Act

38.3.1 In the performance of the Contract, Contractor may have access, 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, 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 Consumer Identity Theft Protection Act 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.

38.3.2 In addition to and without limiting the generality of Sections 38.1 and 38.2, 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. Contractor shall not use, distribute or dispose of any Personal Information in any manner other than expressly permitted by this Contract, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

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

38.3.4 Requirement that Contractor Make its Employees Agree to Comply. Contractor shall require its employees, officers or agents, including any subcontractor, to whom Contractor gives access possession, custody or control of Personal Information that relates to this Contract to comply with the restrictions and conditions set forth in Sections 38.3.1 to 38.3.3 of this Contract.

38.3.5 Termination for Breach of Security Requirements. In response to the breach or violation of any provision of Sections 38.3.1 to 38.3.4 of this Contract ODFW may:

(i) Notify Contractor of the breach and specify a reasonable opportunity in the notice for Contractor to cure the breach or end the violation, reserving the State’s right to terminate this Contract if Contractor fails or refuses to cure the breach within the time specified by ODFW; or

(ii) Terminate this Contract immediately, or as of a time specified by ODFW if cure by Contractor is not possible, as determined in ODFW’s reasonable judgment.

The rights and remedies provided in this Section 38.3.5 are in addition to the rights and remedies provided elsewhere in this Contract.

38.3.6 Contractor’s Duty to Return or Destroy Personal Information on Termination. On termination of this Contract for any reason, or at the expiration of this Contract, Contractor must, as directed by ODFW, return or destroy all Personal Information received from the State, or created or received by Contractor under this Contract or on behalf of the State.

This requirement shall apply to all Personal Information in the possession of subcontractors or agents of Contractor. On termination or expiration of this Contract, whichever applies, Contractor shall retain no copies of any of the Personal Information.

38.4 Contractor is liable and responsible for all State’s costs, losses or damages, including but not limited to attorney fees, in any action or suit brought against State arising from the willful, negligent, or accidental or otherwise unauthorized use, release, or theft of Confidential Information by Contractor, its employees or agents.

39. Disclosure of Tax ID Number:

Contractor shall provide Contractor’s federal tax identification number. This number is requested pursuant to ORS 305.385(2)-(3), OAR 125-246-0333(5) (d), and OAR 150-305-0385(6)-(A).

40. Pay Equity:

As required by ORS 279B.235 or ORS 279C.520, Contractor shall comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s 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 constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

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

41. Certification:

The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury that: (a) the number shown on this form is Contractor’s correct taxpayer identification; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, she/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 (Amusement Device Taxes), 403.200 to 403.250 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forest Land Taxation) and 323 (Cigarettes And Tobacco Products) and the elderly rental assistance program under ORS 310.630 to 310.706 and any local taxes administered by the Department of Revenue under ORS 305.620; (d) Contractor is an independent contractor as defined in ORS 670.600; and (e) the supplied Contractor data is true and accurate.

42. Alternative Dispute Resolution:

The parties should attempt in good faith to resolve any dispute arising out of this agreement. This may be done at any management level, including at a level higher than persons directly responsible for administration of the agreement. In addition, the parties may agree to utilize a jointly selected mediator or arbitrator (for non-binding arbitration) to resolve the dispute short of litigation.

43. Contract Documents:

This Contract consists of the following documents, which are listed in descending order of precedence: this Contract less all Exhibits, attached Exhibit A-A2 (the Statement of Work), Exhibit A-3 (Special Instructions

Concerning the Performance of the Services), Exhibit B (Schedule of Prices), Exhibit B1 (Assigned Staff List) Exhibit C (Insurance), Exhibit D (Affidavit of Compliance with Tax Laws), Exhibit E (Independent Contractor Certification), and Exhibit F (Administrative Summary), and Exhibit G (Location Maps). All listed and attached Exhibits are incorporated by this reference.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTORS: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO NECESSARY STATE APPROVALS

CONTRACTOR

State of Oregon, by and through its, DEPARTMENT OF FISH AND WILDLIFE

Authorized Signature

Authorized Signature

Printed Name

Ken Loffink________________________ Printed Name

Title: _______________________________ Title: Chief Operating Officer__________

Date: _________________

Date: ________________

Federal Tax #: ____________________

Oregon/State Tax #: __________________

EXHIBIT A –

STATEMENT OF SERVICES

ODFW Newport Annex, South Beach Annex, and Main Office

Contractor agrees to furnish all labor, equipment and supplies to maintain a janitorial service at the following three locations: (1) Department of Fish and Wildlife (ODFW) Newport Annex Office, 810 SW Alder St. Unit C, Newport, OR. 97365, and (2) ODFW Newport South Beach Annex Office, 3248 SE Ferry Slip Road (“South Beach Annex”), Newport Main Office, 2040 Marine Science Dr., Newport, OR. 97365 (“HMSC Building”). The work is to be performed in accordance with the terms, conditions and performance requirements specified within the Contract and all exhibits, including this Exhibit A and Exhibit A-2.

I. SERVICES:

Contractor agrees to perform the following specific Janitorial Duties:

Services at Location 1- ODFW Newport Annex Office 810 SW Alder St. Unit C, Newport, OR. 97365 Approximate Square Footage: 3,543 (See map in Attachment G) Scheduled cleaning: Weekends only between Friday 5PM and…