RETAIL SALES AGENT AGREEMENT FOR STORE NO. _____

(07/16) 1 Initials______

RETAIL SALES AGENT AGREEMENT FOR STORE NO. ______

This Retail Sales Agent Agreement (“Agreement”) is made between the State of Oregon by and through its Oregon Liquor Control

Commission ("Commission") and the Retail Sales Agent ("Agent") appointed below.

DEFINITIONS

 "Administrator" means the Administrator of the Commission appointed pursuant to ORS 471.720, and as referred to as

Executive Director or Director in OLCC rules and in this Agreement. The term “Directors” in section 14 refers to all State of

Oregon Directors, including the Administrator.

 "Commissioners" means the individuals appointed to the Commission pursuant to ORS 471.705 and meeting pursuant to

ORS 471.715.

 "Commission" means the Oregon Liquor Control Commission including Commissioners and any employee of the

Commission acting within the course and scope of the duties delegated to that employee by the duly appointed

Commissioners.

 “Retail Sales Agent” means an individual person or legal entity appointed by the Commission pursuant to ORS 471.750

and which enters into an Agent Agreement as an independent contractor to sell packaged distilled spirits on behalf of the

Commission in a Retail Liquor Store. The term “Agent” is used interchangeably with “Retail Sales Agent” throughout this

Agreement, except in section 14.

 “Retail Liquor Store” or “Store” is a premises or a specific area in a premises the Commission approves under section 4

for the sale of packaged distilled liquor (also referred to as distilled spirits or liquor) for off-premises consumption.

 “Agent Agreement” or “Agreement” is a written contract, which includes all addenda, amendments and the Retail

Operations Manual, between the Commission and a Retail Sales Agent that specifies the terms, conditions, and

obligations between the parties.

 “Retail Operations Manual” or “Manual” means the Manual described in section 8 including all revisions adopted by the

Commission that governs the operations of a Retail Liquor Store.

 “Proposal” means a new Agent’s plan for a Store which is presented during the application process.

 “New Appointment Period” means the first 12 months of this Agreement, but does not apply in the case of a

reappointment of Agent.

 “Agent’s Representative” means an individual who represents a legal entity in the operations of the Store, and can either

be a regional, district or area manager, managing member, member or a premises manager.

AGREEMENT

1. AGREEMENT APPOINTS AGENT AS A RETAIL SALES AGENT. Pursuant to its authority under ORS 471.750, the

Commission hereby appoints ____________________________________ as a Retail Sales Agent for the purpose of selling

distilled spirits at the Retail Liquor Store location set forth below.

2. DURATION OF AGREEMENT. Unless terminated earlier in accordance with its terms, the duration of this Agreement is from

Agent’s start date on __________ to __________. This Agreement is effective on ___________, which is on or after the date

this Agreement has been signed by each party and all necessary State approvals have been obtained.

3. TYPE OF RETAIL LIQUOR STORE. Agent is appointed to operate a Retail Liquor Store for the Commission, to be known as

Store No.________. This Store will be classified as: _____.Exclusive Retail Liquor Store or _____ Non-Exclusive Retail Liquor

Store or _____ Non-Exclusive Satellite Retail Liquor Store. If this appointment is to operate a non-exclusive Retail Liquor

Store, the nature of the adjunct business is:______________________. A non-exclusive Agent shall not change the nature of

the adjunct business without prior written approval of the Commission.

4. LOCATION OF STORE. The location of the Store shall be __________________________________________________ in

the City of_________________________, County of_______________________, State of Oregon, consisting of about ______

square feet in area; or at such different location as may be subsequently approved by the Commission.

5. STORE OPERATIONS. Agent or Agent’s Representative, or both, shall manage in accord with good business practices and

operate the Store and perform all services required by the Commission in a professional and competent manner and in accord

with this Agreement including the Retail Operations Manual and applicable laws, rules and regulations.

6. BEST EFFORTS. Agent shall devote the Agent's best efforts and skills to the operation and success of the Agent's Store,

including the proper training and management of Agent's employees, compliance with all applicable laws and regulations, and

the taking of all reasonable measures to ensure the success and viability of the Store. Agent shall not engage in any other

activities which would substantially interfere or materially conflict with Agent's obligations hereunder. Agent may make and

manage any other personal business investments/operations of Agent's choice, provided such activities and services do not

substantially interfere or materially conflict with the performance of obligations hereunder, or create a conflict of interest with

such obligations.

(07/16) 2 Initials______

7. CONDITION AND APPEARANCE OF STORE. Agent shall, at Agent's expense, maintain the condition and appearance of the

Store and premises in accordance with the written standards of the Commission, consistent with the image of the Store as a

clean, sanitary, attractive, safe and efficiently operated Store offering sufficient liquor inventory and providing courteous and

helpful service.

8. RETAIL OPERATIONS MANUAL. The Commission has created the Retail Operations Manual, which is incorporated by

reference and made part of this Agreement. THE COMMISSION MAY REVISE OR AMEND THE MANUAL AT ANY TIME.

AGENT UNDERSTANDS AND AGREES THAT THE COMMISSION MAY REVISE OR AMEND THE RETAIL OPERATIONS

MANUAL AND THAT SUCH MODIFICATIONS AND AMENDMENTS REQUIRE CHANGES FROM TIME TO TIME IN THE

OPERATION OF THE SUBJECT RETAIL LIQUOR STORE. Agent agrees to operate Agent’s Retail Liquor Store in strict full

and complete conformance with any future modifications in or amendments to the Retail Operations Manual provided that such

changes are reasonable or designated to promote business or the interests of the Commission. Agent shall keep informed of

and in a timely manner instruct the Agent’s employees on all applicable laws, policies and procedures including the provisions

of the Retail Operations Manual. The Commission shall notify Agent in writing of all revisions or amendments to the Manual or

any interpretation of the Commission based thereon. Notice may be provided by regular mail, personal delivery or email. Such

notice shall be effective and enforceable under this Agreement fourteen (14) calendar days from the date it is sent unless a

specified time is otherwise stated in the notice. Within 30 calendar days of the date the notice is sent, Agent may elect to

terminate this Agreement pursuant to section 30(a). The minimum 120 calendar days notice period required by section 30(a)

begins on the day Agent notifies the Commission that Agent elects to terminate this Agreement. Rescission of Agent’s election

to terminate this Agreement is not valid unless the Commission agrees to Agent’s rescission. During the minimum 120 calendar

days notice period required by section 30(a), the changes to the Manual will not apply to Agent. If the Commission does not

receive a notice of termination from Agent within 30 calendar days, then this Agreement continues.

9. COMPLIANCE WITH STATUTES AND RULES. Agent shall comply with and be subject to all statutes of the United States,

statutes and applicable rules of the State of Oregon and all applicable rules and policies and procedures of the Commission

including, but not limited to the current edition of the Retail Operations Manual and any future revisions thereof, which Manual

is by this reference incorporated herein. Agent understands and agrees that select statutes and rules that use the terms”

licensee” or “permittee ,” or both, that are identified in the Retail Operations Manual also apply to Agent. The rules in OAR Chapter

845, Division 15, trump any conflicting rules that apply to licensees or permitees. The Commission’s performance under this

Agreement is conditioned upon Agent's compliance with the clauses required in every public contract as set forth in ORS

279B.220, 279B.225, 279B.230, 279B.235 and 279B.270 which are hereby incorporated by reference. Agent, Agent’s

subcontractors, if any, and all employers providing work, labor or materials under this Agreement that employ subject workers

who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required workers'

compensation coverage, unless such employers are exempt under ORS 656.126. Agent shall ensure that each of Agent’s

subcontractors, if any, comply with these requirements.

10. SCOPE OF AGENCY. Agent shall have no authority to act for or represent the Commission except in the retail sale of the

Commission's liquor.

11. INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND WITHHOLDINGS. The services to be rendered by

Agent under this Agreement are those of an independent contractor. Agent is not an officer or employee of the State. Agent shall

act at all times as an independent contractor and not as an officer or employee of the Commission. Although the Commission

reserves the right to evaluate the quality of the performance, the Commission cannot and will not control the means or manner by

which Agent performs the services, except to the extent the means and manner in which the services are to be provided is

specifically set forth in this Agreement, which includes the Retail Operations Manual. Agent is responsible for determining the

appropriate means and manner of performing the services. When required to comply with federal law or mandates, or for public

health or safety reasons, the Commission may provide directives to Agent. Agent shall comply with the federal compliance,

health, or safety directives of the Commission. If Agent does not comply, Agent assumes the risk and consequences from

noncompliance with said directives. Agent shall be responsible for all federal or state taxes applicable to compensation or

payments paid to Agent under this Agreement, and, the Commission will not withhold federal or state taxes from such

compensation or payments unless Agent is subject to back-up withholding or unless otherwise required by law. Agent is not a

contributing member of the Public Employees' Retirement System and is responsible for any federal or state taxes applicable to

payment under this Agreement. Agent will not be eligible for any federal social security, unemployment insurance, workers'

compensation or Public Employees' Retirement System benefits from these Agreement payments, except as a self-employed

individual. Agent understands and agrees that it is not an “officer”, “employee”, or “agent,” as those terms are used in ORS

30.265, of the Commission, or any other agency, office, or department of the State of Oregon.

12. NO PARTNERSHIP. Nothing in this Agreement shall be construed to make Agent and the Commission partners or joint

venture participants.

13. AGENT’S STATUS. From funds available in that portion of the Insurance Fund dedicated for state insurance programs, the

state of Oregon, acting by and through its Department of Administrative Services (DAS), shall defend and indemnify Agent up

to the limits for tort claims against the state of Oregon, as specified in ORS 30.271 and 30.273 (including the costs of defense),

for all claims for torts committed or alleged to have been committed by Agent (or Agent’s employees) when performing under

this Agreement. Notwithstanding the foregoing, the state of Oregon shall have no obligation to indemnify Agent to the extent

the claims arise from the gross negligence or willful misconduct of Agent (or Agent’s employees) under this Agreement, acts

outside the scope of work of this Agreement, or punitive damages. Subject to the monetary limits stated above, Agent is

entitled to the same defense and indemnification rights afforded to qualifying agents of the Commission under ORS 30.260 to

30.300. However, none of the terms of this Agreement are intended to, and none do, make Agent an agent or employee of the

Commission, DAS, or the state of Oregon generally. As a condition to the application of this section, Agent shall: (1) promptly

report any such claim or occurrence that could give rise to a claim in writing to Risk Management Division, 1225 Ferry St. S.E.,

U150, Salem, OR 97301-7337 (or any subsequent address of such division); and (2) cooperate fully in the investigation and

defense of any claim.

(07/16) 3 Initials______

14. INDEMNITY.

(a) GENERAL INDEMNITY. RETAIL SALES AGENT SHALL DEFEND, SAVE, HOLD HARMLESS, AND

INDEMNIFY THE STATE OF OREGON, THE COMMISSION, AND THEIR OFFICERS, EMPLOYEES, AND

AGENTS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS, ACTIONS, LOSSES, DAMAGES,

LIABILITIES, PENALTIES, COSTS, AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING

ATTORNEY FEES AND EXPENSES (TOGETHER “CLAIMS”), RESULTING FROM, ARISING OUT OF, OR

RELATING TO THE ACTIVITIES OF RETAIL SALES AGENT OR ITS OFFICERS, MEMBERS, EMPLOYEES,

SUBCONTRACTORS, OR AGENTS UNDER THIS AGREEMENT. HOWEVER, THIS INDEMNITY OBLIGATION

IS NOT EFFECTIVE WITH RESPECT TO SUCH CLAIMS TO THE EXTENT THEY REGARD TORTS WHICH

ARISE OUT OF OR RELATE TO SERVICES PERFORMED BY RETAIL SALES AGENT UNDER THIS

AGREEMENT AND ARE OTHERWISE COVERED BY SECTION 13 OF THIS AGREEMENT.

(b) INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 14(A),

RETAIL SALES AGENT EXPRESSLY AGREES TO DEFEND, INDEMNIFY, SAVE, AND HOLD THE

COMMISSION, THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS,

DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, SUITS,

ACTIONS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, COSTS, AND EXPENSES OF ANY NATURE

WHATSOEVER INCLUDING ATTORNEY FEES AND EXPENSES, ARISING OUT OF OR RELATED TO ANY

CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS

DELIVERED TO THE COMMISSION BY RETAIL SALES AGENT THAT MAY BE THE SUBJECT OF

PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR

THE COMMISSION'S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET,

TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY

THIRD PARTY; PROVIDED, THAT STATE SHALL PROVIDE RETAIL SALES AGENT WITH PROMPT

WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO SECTIONS 14(A) OR (B); HOWEVER,

NEITHER RETAIL SALES AGENT NOR ANY ATTORNEY ENGAGED BY RETAIL SALES AGENT SHALL

DEFEND THE CLAIM IN THE NAME OF THE COMMISSION, THE STATE OF OREGON OR ANY AGENCY OF

THE STATE OF OREGON, NOR PURPORT TO ACT AS LEGAL REPRESENTATIVE OF THE STATE OF

OREGON OR ANY OF ITS AGENCIES, WITHOUT FIRST RECEIVING FROM THE OREGON ATTORNEY

GENERAL, IN A FORM AND MANNER DETERMINED APPROPRIATE BY THE ATTORNEY GENERAL,

AUTHORITY TO ACT AS LEGAL COUNSEL FOR THE STATE OF OREGON, NOR SHALL RETAIL SALES

AGENT SETTLE ANY CLAIM ON BEHALF OF THE STATE OF OREGON WITHOUT THE APPROVAL OF THE

ATTORNEY GENERAL. THE STATE OF OREGON MAY, AT ITS ELECTION AND EXPENSE, ASSUME ITS

OWN DEFENSE AND SETTLEMENT IN THE EVENT THAT THE STATE OF OREGON DETERMINES THAT

RETAIL SALES AGENT IS PROHIBITED FROM DEFENDING THE STATE OF OREGON, OR IS NOT

ADEQUATELY DEFENDING THE STATE OF OREGON’S INTERESTS, OR THAT AN IMPORTANT

GOVERNMENTAL PRINCIPLE IS AT ISSUE, AND THE STATE OF OREGON DESIRES TO ASSUME ITS

OWN DEFENSE.

15. INSURANCE. At all times during the term of this Agreement including any extensions and for any period of Agent liability

continuing after the expiration or termination of this Agreement, Agent shall maintain at Agent’s own expense all of the

insurance set forth below:

(a) Commercial General Liability. Agent shall maintain insurance covering bodily injury and property damage in a

form and with coverage limits that are satisfactory to the State. This insurance shall include liquor liability,

personal injury liability, products and completed operations, and contractual liability coverage for the indemnity

provided under this Agreement. Agent shall procure this coverage on an occurrence basis. Combined single

limit per occurrence may not be less than $1,000,000 (one million dollars) for each job site or location. Each

annual aggregate limit shall not be less than $2,000,000 (two million dollars).

(b) Workers’ Compensation. All employers, including Agent, that employ subject workers, as defined in ORS

656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those

workers, unless they meet the requirement for an exemption under ORS 656.126(2). Agent shall ensure that

each of its subcontractors complies with these requirements.

operation of Agent’s Store. This coverage may be written in combination with the Commercial General Liability

Insurance (with separate limits of coverage). Combined single limit per occurrence shall be not less than

$1,000,000 (one million dollars).

(07/16) 4 Initials______

16. ADDITIONAL INSURANCE REQUIREMENTS.

(a) Certificate(s) of Insurance. As evidence of the insurance coverage required by this Agreement, the Agent shall

furnish acceptable Certificate(s) of Insurance to the Commission prior to Agent’s commencement of work under

this Agreement. The Certificate(s) must specify all of the parties endorsed on the policy as Additional Insureds

(or Loss Payees). All insurance required under this Agreement shall be obtained from insurance companies

authorized to do business in the State of Oregon. The Agent shall pay for all deductibles, self-insured retention,

and self-insurance included hereunder. Throughout the life of this Agreement, Agent shall submit updated

Certificates of Insurance prior to the policy expiration date(s) indicated for the required coverages.

(b) Notice of Cancellation or Change. Agent shall not cancel, materially change, or potentially exhaust the

aggregate limits of insurance coverage(s) without thirty (30) calendar days’ written notice from the Agent or its

insurer(s) to the Commission. Any failure to comply with the reporting provisions of this section shall constitute a

material breach of this Agreement and shall be grounds for immediate termination of the Agreement by the

Commission.

for performance of this Agreement shall include the State of Oregon, the Commission, and their subdivisions,

officers, and employees, as Additional Insureds, but only with respect to the Agent’s activities to be performed

under this Agreement. Coverage shall be primary and non-contributory with any other insurance and self-

insurance.

17. EQUIPMENT. Agent shall, at Agent's expense, furnish and install suitable shelving, display counters, point of sale systems,

and other equipment necessary to operate the Store. As set forth in the Retail Operations Manual, the Commission requires

certain standards for Store equipment. Agent agrees to meet or surpass those standards.

No significant alteration of

equipment at the Store location shall be made without prior approval of the Commission. The Commission will approve

alterations, which maintain or enhance efficiency or public convenience in operation of the Store. Should termination occur

under section 30(a), or Agent not be reappointed under section 44, the unencumbered Retail Liquor Store equipment that the

Agent chooses to sell will be purchased as follows.

(a) Should an Agent appointed prior to 5/1/88 terminate this Agreement under section 30(a), (b), or (c), or not be

reappointed under section 44 and a successor Agent is appointed, the Commission will require the successor Agent

to purchase from Agent for the value set as the arithmetic mean between replacement cost new and fair market

value, any of Agent's shelving, display counters, point of sale systems, and other equipment for the retail sale of

liquor which are in use and reasonably required for the continued operation of the Store.

(b) Should an Agent who was appointed after 5/1/88 terminate this Agreement under section 30(a), (b), or (c), or not be

reappointed under section 4 and a successor Agent is appointed, the Commission will require the successor Agent

to purchase from Agent for its fair market value, any of Agent's shelving, display counters, point of sale systems, and

other equipment for the retail sale of liquor which are in use and reasonably required for the continued operation of

the Store.

successor Agent to purchase from Agent shelving, display counters, point of sale systems, and other equipment for

the retail sale of liquor in use by Agent at the time notice of termination is given at the full purchase price initially

specified by the Commission which was paid by Agent for such equipment. However, that Agent will receive only the

fair market value of such equipment which has suffered more than reasonable wear and tear in Agent's possession.

Agent will be paid the fair market value of any additional shelving, display counters, point of sale systems, and other

equipment in use and reasonably required for the continued operation of the Retail Liquor Store which were

purchased by the Agent during the New Appointment Period. If a successor Agent is not appointed or an appointed

Agent does not sign an Agreement with the Commission, the Commission may purchase, subject to the limitations of

Article XI, § 7 of the Oregon Constitution, the above mentioned equipment.

"Fair market value" and "replacement cost new" under subsections (a) or (b) or (c) shall be defined and determined by a

licensed and certified independent appraiser who has professional standing with a nationally recognized association of

appraisers and who is familiar with the values of such property. "Fair market value" and "replacement cost new" are values of

equipment as established by the appraiser as of the time of appraisal. The Commission will select the appraiser. The

appraiser’s decision will be binding on Agent and the successor Agent, but the appraiser’s decision will not be binding on the

Commission if the Commission purchases equipment from Agent. Under subsections (a) or (b) or (c) Agent shall be

responsible to pay one-half the cost of the appraisal and the successor Agent shall be responsible for the second-half of the

cost of the appraisal. As set forth in the Retail Operations manual, if within 120 calendar days a successor Agent is not

appointed or an appointed Agent does not sign an Agreement with the Commission, then Agent is responsible for the entire

cost of the appraisal. If the Commission chooses to purchase equipment under subsection (c), then Agent shall be responsible

to pay one-half the cost of the appraisal and the Commission shall be responsible for the second-half of the cost of the

appraisal.

18. PREMISES. Agent shall, at Agent's expense, provide the premises which contains sufficient selling area and storage space for

Store operations. In any new or renegotiated lease of a Store premises by an exclusive Agent, Agent shall use Agent’s best

efforts to obtain an agreement with the lessor that the lease may be assigned on termination of this Agreement or suspension

of Agent upon the same terms and conditions to any successor Agent designated by the Commission or to the Commission.

Commission must approve language regarding assignability. The Agent must furnish a copy of any lease and any

amendments to the Commission. In addition to all other remedies in this Agreement, upon termination or suspension, the

Agent, upon request of the Commission, shall assign to the Commission or successor Agent, the Agent’s interest in the lease.

(07/16) 5 Initials______

Upon request of the Commission the Agent shall execute all reasonably necessary documents including assignment

documents and financing statements to protect and perfect the Commission’s interest in the Agent’s lease.

19. UTILITIES. Agent shall supply, at Agent's expense, necessary heat, light, phone, and other utilities and services for Store

operations.

20. OTHER EXPENSES. In addition to the cost of the premises and utilities, Agent is responsible for all other expenses of Store

operations.

21. STORE PERSONNEL. Agent shall, at Agent's expense, employ a sufficient number of personnel to operate the Store

efficiently and without unreasonable inconvenience to the public and in compliance with this Agreement. Agent is responsible

for supervising the conduct of Agent’s personnel. Unless the Commission suspends or terminates Agent under sections 30 or

34, the Commission does not have the legal right to direct Agent’s personnel in the operation of the Store. Agent is

responsible for the acts or omissions of such personnel within the course and scope of Agent’s duties in violation of this

Agreement whether willful or negligent. Agent shall train all personnel prior to their assumption of duties and shall specifically

train all personnel with regard to liquor statutes of the State of Oregon and Commission rules, policies and procedures and the

federal compliance, health, or safety directives of the Commission as are applicable to their respective duties.

22. SALE OF LIQUOR. Agent acknowledges that title to the liquor in Agent's custody remains in the Commission until sold by the

Agent to the purchaser. Agent further acknowledges that the proceeds from the sale of liquor belong to the State of Oregon.

Agent agrees to execute documentation reasonably requested by the Commission to evidence its ownership interest in the

liquor and proceeds there from. Agent shall not sell any liquor or other merchandise furnished by the Commission except upon

the terms and conditions and for the amounts prescribed by the Commission, and shall not store for a purchaser any such

merchandise other than at the Store location, and shall sell liquor only at the times permitted or required by the Commission.

23. OTHER RESPONSIBILITIES OF AGENT. Agent shall maintain inventory and records, and shall transmit within the required

time all inventory reports and records as required by the Commission. Agent shall be responsible for and account to the

Commission for all liquor furnished Agent by the Commission and for all proceeds received from the sale of the Commission's

liquor. Agent shall deposit to the Commission's bank account or transmit to the Commission all proceeds received from the

sale of the Commission's liquor within the time required by the Commission. Agent shall prepare and transmit to the

Commission within the time required all sales reports and any other report or record required by the Commission.

24. RESPONSIBILITY FOR SHORTAGES. If the Commission determines, through audit or otherwise, that a shortage in inventory

or proceeds from liquor sales occurred in operation of the Store, the Commission shall give notice of such shortage to the

Agent by personal delivery, registered mail, certified mail, or any other delivery method permitted for notices under Oregon’s

Administrative Procedures Act (ORS Chapter 183). The notice of shortage shall show the Commission's calculation of the

shortage.

(a) Repayment by Agent. Agent shall pay the amount of the shortage to the Commission within 30 calendar days after

the effective date of the notice of shortage.

(b) Good Cause. If the Agent contends that the shortage resulted from a cause that could not have been prevented or

avoided in the exercise of reasonable care, the burden is upon Agent to prove such a cause.

(c) Right to a Hearing. If the Agent disputes the responsibility for a shortage or disputes the amount of the shortage, the

Agent may request a contested case hearing before the Commission under Oregon statutes and rules. Such a

request shall be made within 14 calendar days after the effective date of the notice of shortage.

(d) Payment Pending Hearing. Payment shall be made to the Commission within the 30-day period described above

regardless of the request for a hearing. Payment shall be refunded to the Agent in whole or in part if the

Commission determines after hearing that good cause exists and that Agent is not responsible for all or part of the

shortage as provided in section 24(b). If the Commissioners, acting on the hearing record, find that the Agent is not

responsible for all or part of the shortage amount, the Commission will refund to the Agent the overpaid portion

together with the legal interest rate commencing at the date that the money was deposited in the Commission’s bank

account.

(e) Nonpayment. Should payment of a shortage not be made by Agent within 30 days as provided herein, the

Commission shall deduct such amount from the payment of compensation owed to the Agent and apply the

deduction towards payment of the shortage.

25. AUDIT. Agent shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting

principles. In addition, Agent shall maintain any other records pertinent to this Agreement in such a manner as to clearly document

Agent's performance. The Commission, the Oregon Secretary of State and their duly authorized representatives shall have

access to inventory and the right to inspect and remove all liquor sales book, documents, papers and records which are

pertinent to the Store operations and in the case of a non-exclusive Retail Liquor Store the right to inspect, the books,

documents, papers and records which are also pertinent to the adjunct business, for the purpose of making audits,

examinations and reproductions. The Commission will safeguard and promptly return the books, documents, papers and

records to the Store. The Commission will use reasonable care to avoid interference with the Agent's service to the public and

business operation while carrying out such audit or inspection. Agent shall cooperate in such audit or examination. Agent shall

retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of three (3) years,

or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the

conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later.

(07/16) 6 Initials______

26. OPERATING COSTS. Agent shall prepare and transmit to the Commission within the time frame required by the Commission

reports and documents which accurately reflect the true costs of operating the Retail Liquor Store.

27. COMPENSATION. As compensation for all services under this Agreement, the Commission will pay Agent the monthly sum

provided in the agents compensation rate formula established by the Commissioners. AGENT UNDERSTANDS THAT THIS

FORMULA MAY CHANGE PERIODICALLY DURING THE AGREEMENT PERIOD IN ACCORDANCE WITH BUDGETARY

PROVISIONS ENACTED BY THE LEGISLATURE AND ANY OTHER REQUIREMENTS OF LAW. OLCC must send notice of

a compensation rate formula change to Agent prior to the change. Within 30 calendar days of the date the notice is sent,

Agent may elect to terminate this Agreement pursuant to section 30(a). The minimum 120 calendar days notice period required

by section 30(a) begins on the day Agent notifies the Commission that Agent elects to terminate this Agreement. Rescission of

Agent’s election to terminate this Agreement is not valid unless the Commission agrees to Agent’s rescission. During the

minimum 120 days notice period required by section 30(a), unless a shorter amount of time is agreed to in writing by the

Commission and Agent, Agent’s compensation rate will be based on the formula in effect prior to the change in the

compensation rate formula. If the Commission does not receive a notice of termination from Agent within 30 calendar days,

then this Agreement continues.

28. CHANGE OF STORE TYPE OR LOCATION.

(a) Change by Agent. The Agent shall not change the Store location, nor alter or reduce its sales area or storage space

without prior written approval of the Commission. The approval will constitute a modification to section 4 of this

Agreement.

(b) Change by the Commission. The Commission, after notice and an opportunity to be heard, may change a non-

exclusive Retail Liquor Store to an exclusive Retail Liquor Store, and vice versa, in accordance with standards set

forth in its rules and the Retail Operations Manual. The Commission, after notice and an opportunity to be heard,

may also require a Store to be relocated in order to serve the public's convenience. In any such change of type or

location, Agent will have the right to continue as such after the change unless good cause exists for termination of

this Agreement as hereinafter provided. The opportunity to be heard under this section is not a contested case

hearing.

The Commission will reimburse Agent for reasonable out-of-pocket expenses incurred in moving the Retail Liquor Store from

one location to another at the written order of the Commission. Upon assignment of the Agent's lease obligation to the

Commission, the Commission will assume the remaining lease liability at the former Store location. The Commission shall

attempt to coordinate the effective date of a change of location with the expiration of the Agent's lease at the original location.

29. CHANGE OF LEGAL ENTITY. If Agent is a legal entity, Agent may not assign this Agreement, in whole or in part, when there

is a change in legal entity without the prior written consent of the Commission. Any attempt to make such an assignment shall

be void. Agent must notify the Commission and submit required documentation to the Commission for any change of entity as

used in ORS 63.470 to 63.497 and 60.470 to 60.501 and as filed with the Secretary of State. Agent must notify the

Commission and submit required documentation to the Commission within five calendar days of a change in premises

manager, regional, district, or area manager, managing members, or member share changes of 10% or greater, or corporate

officers.

30. TERMINATION.

(a) By Agent. Agent may voluntarily terminate this Agreement with not less than 120 calendar days notice in

writing to the Commission specifying a proposed date of termination.

(b) By Mutual Consent. This Agreement may be terminated by the mutual consent of the parties in writing.

temporary Agent to operate the Retail Liquor Store until the Commission appoints a new Retail Sales Agent. A

surviving spouse or child may apply for appointment as Agent pursuant to ORS 471.752 (2).

(d) By The Commission “for cause”. The Commission may terminate this Agreement for good cause including

defaults of Agent set forth in section 30(iii)-(xi). Good cause includes, but is not limited to the following.

(i) The Commission may, in its reasonable discretion, terminate this Agreement immediately in the

event the legislature does not continue funding at levels sufficient to allow the Commission to

continue to fulfill its obligations under this Agreement.

(ii) The Commission may, in its reasonable discretion, terminate this Agreement immediately in the

event that a statute, ordinance or regulation is enacted, changed or interpreted in such a way that

the services called for under this Agreement are prohibited or no longer allowable or appropriate

for purchase or are no longer eligible for the funding contemplated for payments authorized by

this Agreement.

(iii) The Commission may terminate this Agreement in the event of voluntary, administrative or judicial

dissolution of the Agent,

Agent becomes insolvent, unable or unwilling to pay Retail Liquor Store

debts, is adjudged bankrupt, applies for or consents to the appointment of a receiver or trustee or

makes a general assignment for the benefit of creditors.

(07/16) 7 Initials______

(iv) The Commission may terminate this Agreement in the event that Agent or Agent’s

Representative, or both, commits a substantial and deliberate violation of any term of this

Agreement, any applicable statute or rule, or any policy or procedure of the Commission.

(v) The Commission may terminate this Agreement in the event that Agent or Agent’s

Representative, or both, commits a violation of any term of this Agreement, or any applicable

Oregon statute, or applicable rule, or any policy or procedure, after having been issued two

written Notices of Violation to the Agent from the Commission within a 36-month period.

(vi) The Commission may terminate this Agreement in the event that Agent or Agent’s

Representative, or both, fails to adhere to the standards set forth by any policy or procedure of

the Commission in the areas of customer services, or Store appearance, or inventory

management, or cash handling, or record keeping, or professional courtesy, after having been

issued two written Notices of Violation to the Agent from the Commission within a 36-month

period.

(vii) The Commission may terminate this Agreement in the event that Agent or Agent’s

Representative, or both, misappropriates or participates in misappropriation of money or other

property of the Commission, or intentionally or negligently violates any policy or procedure of the

Commission with regard to liquor sale proceeds or inventory which causes or is likely to cause a

financial loss to the Commission, including, but not limited to, losses covered in whole or in part

by insurance or bond.

(viii) The Commission may terminate this Agreement in the event that Agent, Agent’s Representative,

or Agent’s company principle, or any combination thereof, commits any felony, or commits a

misdemeanor which is related to the Agent's fitness to operate a Retail Liquor Store including, but

not limited to a violation of ORS 471.410.

(ix) The Commission may terminate this Agreement in the event that Agent becomes physically or

mentally impaired to the extent that Agent can no longer operate the Store in a manner consistent

with the terms of this Agreement, which includes the provisions of the Retail Operations Manual.

(x) The Commission may terminate this Agreement if it determines that Agent, Agent’s company

principles or Agent’s Representative, or any combination thereof, is in the habit of using alcoholic

beverages, habit-forming drugs or controlled substances to excess.

(xi) The Commission may terminate this Agreement if Agent provided false information to the

Commission in Agent’s application or Agent’s Proposal.

31. REMEDIES.

(a) Agent's Remedies. In the event of termination of this Agreement pursuant to sections 30(d)(i) and (ii), Agent’s

sole remedy shall be (1) a claim for compensation due to Agent through the date of termination and, (2) if the

statute applies, business loss compensation due to Agent under the version of Oregon Laws 2015, chapter 228,

section 2, as that statute may be periodically amended, that is in effect at the time termination of this Agreement

occurs because of the Oregon Laws 2015, chapter 228, section 2, system change. The State of Oregon’s

payment obligations under Oregon Laws 2015, chapter 228, section 2, are payable only from moneys in the

suspense account described in ORS 471.805 and are conditioned upon the existence of sufficient tax revenue

in the suspense account and the Commission receiving sufficient expenditure limitation and allotments to pay its

outstanding obligations under ORS 471.810. Agent is not entitled to receive business loss compensation from

any part of Oregon state government other than the suspense account described in ORS 471.805. Nothing in

this Agreement 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 of Oregon. In the event that it is

determined for any reason that Agent was not in default under section 30(d)(iii)-(xi) the rights and obligations of the

parties shall be the same as if the Agreement was terminated pursuant to section 30(d)(i), although Agent shall

retain, in such event, the option of seeking reinstatement.

(b) Commission's Remedies. In the event of termination of this Agreement pursuant to sections 30(d)(iii) - (xi), the

Commission shall have any remedy available to it in law or equity including, but not limited to, temporary

restraining orders and preliminary injunctions, the appointment of a receiver, provisional process, attachment,

claim and delivery and set-off. The Commission shall be entitled to the appointment of a receiver as a matter of

right. Employment by the Commission shall not disqualify a person from serving as receiver. Agent consents

to the appointment of a receiver at the Commission’s option and waives any and all defenses to such an

appointment. In the event of a material breach of this Agreement which results in termination or suspension,

the Commission shall at its option have an immediate right to enter and take possession of the premises in

order to maintain continuous operation of the Retail Liquor Store and to provide for orderly change of

operations.

in lieu of termination of Agent for any reason, the Commission is entitled to receive all of its property that is in

the possession and under the control of the Agent. The Commission is entitled to seek all remedies.

(07/16) 8 Initials______

32. LIMITATION OF LIABILITIES. Except for liability arising under or related to section 14(a), neither party to this Agreement shall be

liable to the other party for (i) any direct, indirect, incidental, special or consequential damages including, but not limited to, lost

profits, under the Agreement or (ii) any damages of any sort arising solely from the termination of this Agreement in accordance

with its terms.

33. NOTICE OF VIOLATION. If the Commission determines that Agent or Agent’s Representative, or both, has committed one or

more of the violations described in section 30(d), the Commission may issue a Notice of Violation by certified mail, return

receipt requested or personal delivery. The decision not to send a Notice of Violation does not constitute a waiver by the

Commission. Any waiver by the Commission of any default or breach does not excuse any subsequent default or breach, and

shall not be considered a change to the terms of this Agreement. If the Agent disputes the Notice of Violation, the Agent may

request a contested case hearing before the Commission under Oregon statutes and rules. Such a request shall be made

within 14 calendar days of the effective date of the Notice of Violation.

34. SUSPENSION IN LIEU OF TERMINATION. Upon a finding of good cause pursuant to section 30(d), which would otherwise

justify termination, the Commission may elect, in its sole discretion, to suspend the Agent’s appointment in lieu of termination.

In the event of suspension under this section, the Commission may appoint a temporary Agent to operate the Store or may

order the Store temporarily closed. If the Commission appoints a temporary Agent, the suspended Agent shall permit Store

operations to continue at the same location and shall permit the temporary Agent to have access to all inventory, books and

records of the Retail Liquor Store. The Commission may assume the expenses of the Retail Liquor Store during the period of

suspension.

35. PROCEDURE FOR TERMINATION OR SUSPENSION IN LIEU OF TERMINATION BY COMMISSION. In the event that the

Commission desires to terminate the Agreement for good cause under section 30(d) or suspend the Agent under section 34,

the Commission shall notify the Agent in writing by certified mail return receipt requested or by personal delivery, specifying the

grounds and effective date of the proposed action. If Agent wishes to dispute the action, the Agent may request in writing a

contested case hearing before the Commission under Oregon statutes and rules. Such a request shall be made within 14

calendar days of the effective date of the notice of termination or suspension in lieu of termination.. During the term of such

suspension, Agent shall cease all retail operations at the Store, unless otherwise directed by the Commission. Nothing in this

Agreement shall preclude the parties from pursuing settlement of any alleged violation of the Agreement.

36. EMERGENCY SUSPENSION; APPOINTMENT OF TEMPORARY AGENT. In the event of a termination proposed under

section 30(d)(iii)-(iv) and (vii)-(xi), the Administrator may suspend the Agent’s appointment under this Agreement pending final

determination of the proposed termination under section 35. During such suspension period, the Commission may appoint a

temporary Agent to operate the Store as provided in the Retail Operations Manual and shall notify the Agent of the effective

date of the appointment of a temporary Agent. Agent is required to leave in the Store all records, fixtures, and equipment

necessary to operate the Store during the suspension period. The Commission in its discretion will decide what records,

fixtures, and equipment is necessary to operate the Store. The Commission may assume the expenses of the Retail Liquor

Store during the period of suspension. If the Agent disputes the Emergency Suspension, the Agent may request a contested

case hearing before the Commission under Oregon statutes and rules. Such a request shall be made within 14 calendar days

of the effective date of the notice of termination.

37. NEW APPOINTMENT ASSISTANCE AND REVIEW. A newly appointed Agent will be evaluated during the New Appointment

Period by the Commission to ensure their ability to successfully operate the Store as set forth below. The Commission will

evaluate the Agent’s performance under the terms of this Agreement including section 37(b). Notwithstanding any other

provision of this Agreement, the Agreement may be terminated by the Commission during the New Appointment Period upon

written notice provided to Agent by certified mail, return receipt requested or personal delivery. This section shall not apply in

the case of a reappointment of Agent.

(a) At any time during the New Appointment Period, the Commission may terminate this Agreement if, in the opinion

of the Commission, the Agent’s performance during the New Appointment Period indicates that Agent or Agent’s

Representative, or both, is unable or unwilling to perform duties satisfactorily or that the habits and dependability

of the Agent or Agent’s Representative, or both, do not merit continuance.

(b) The Commission's evaluation of whether to continue this Agreement beyond the New Appointment period will

consider how well the Agent complied with: the terms of this Agreement, which includes the Retail Operations

Manual; the applicable laws of the State of Oregon; the federal compliance, health, or safety directives of the

Commission; and the applicable policies and procedures of the Commission.

Approximately three months after the appointment the Commission will perform an operational review of Agent’s compliance

with the conditions set forth in section 37(b). The Commission will advise the Agent or Agent’s Representative in writing of the

operational areas needing improvement. The Commission will provide the Agent or Agent’s Representative with a status

report three months thereafter specifying any areas that continue to require improvement.

The Commission will inform the Agent at least 90 calendar days prior to the end of the New Appointment Period of its intention

whether or not to continue the Agreement beyond the New Appointment Period. If an exclusive Agent who is terminated under

section 30(a), (b), (c), or (d) chooses to assign the Store lease and the lease contains an agreement with the lessor that the

lease may be assigned upon the same terms and conditions and meets any requirements in the Retail Operations Manual, the

Commission will require the new Agent to assume the lease to the extent the Agent’s lease may be assigned and assumed by

the new Agent.

38. NONWAIVER. The failure of the Commission to enforce any provision of this Agreement shall not constitute a waiver by the

Commission of that or any other provision nor is it a waiver of any subsequent violation or nonperformance.

39. RETURN OF PROPERTY. Upon termination of this Agreement, the Commission will be permitted to secure or obtain all

property owned by the Commission including inventory, sales proceeds, books and records. Any compensation owing to

(07/16) 9 Initials______

Agent will be paid only after the Commission has determined that there is no shortage in inventory or sales proceeds, or if a

shortage exists, only after payment of the shortage has been made or the amount deducted under section 24.

40. NON-ASSIGNMENT. Except when OLCC agrees to continue this Agreement after a change in legal entity under section 29,

this Agreement is not assignable.

41. NONDISCRIMINATION. Agent shall comply with all applicable requirements of federal and state civil rights and rehabilitation

statutes, rules and regulations.

42. NOTICE. Any notice or communication to the Commission required by this Agreement must be in writing and directed to one

of the following addresses:

Physical Address Mailing Address Email Address

OLCC

9079 SE McLoughlin Blvd.

Portland, OR 97222-7355

OLCC Retail Services

P.O. Box 22297

Milwaukie, OR 97269-2297

[email protected]

The Commission shall send all communications and notices provided for in this Agreement to the Agent (or Agent’s

Representative) at one of the following addresses:

Email:

Any communications between the parties or notices to be given under this Agreement, are effective only if given in writing by

certified mail, return receipt requested or personal delivery or as otherwise provided for in this Agreement to Agent, Agent’s

Representative, or the Commission at one of the addresses set forth in this section, or to such other address as either party

provides effective written notice of pursuant to this section. Unless otherwise specified in this Agreement or in the notice or

communication, and except for timelines pertaining to contested case notices which are governed by the law pertaining to

contested case notices, any such communication or notice is effective the day of personal delivery or on the day it is sent. Each

party must notify the other when an address is changed at least 14 calendar days prior to the change.

43. SEVERABILITY. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,

such holding shall not invalidate or render unenforceable any other provision of this Agreement. A provision that is held to be

invalid or unenforceable shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in

accordance with applicable law.

44. REAPPOINTMENT. The Commission will reappoint Agent to an additional term if the Commission determines that

reappointment is appropriate based on policy expressed in the Retail Operations Manual. The Commissioners or any

employee of the Commission acting within the course and scope of the duties delegated to that employee by the duly

appointed Commissioners will reappoint if the Commission finds in its evaluation that the following conditions have been met:

(1) The Agent has satisfactorily adhered to the terms of this Agreement, which includes the Retail Operations Manual; the

applicable laws of the State of Oregon; the federal compliance, health, or safety directives of the Commission; the applicable

policies and procedures of the Commission contained in the Retail Operations Manual and; (2) the Agent has satisfactorily met

the Commission's performance standards as detailed in the Retail Operations Manual.

(a) At least 120 calendar days before the end of the term of this Agreement the Commission shall notify Agent

whether in the Commission’s determination, Agent has met the reappointment conditions and whether or not

the Commission intends to reappoint. If the Commission gives notice of reappointment, the Agent shall sign a

new Agreement approved by the Commissioners prior to the expiration of the term of this Agreement. The

Commission may place conditions on the reappointment, including, but not limited to, Store location, type, and

improvements and Agent’s performance and practices. As used in this section, "type" refers to exclusive or

non-exclusive or self-service or counter service.

(b) If the Commission gives notice of its intention not to reappoint or if an Agent does not sign a new Agreement the

Commission shall select an Agent pursuant to the rules and procedures adopted by the Commission for Store

vacancies. The Agent may apply for reappointment in the Agent selection process. If an exclusive Agent who

is not reappointed chooses to assign the Store lease and the lease contains an agreement with the lessor that

the lease may be assigned upon the same terms and conditions and meets any requirements in the Retail

Operations Manual, the Commission will require the successor Agent to assume the lease.

45. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION. 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 Agreement, including, without limitation, its validity,

interpretation, construction, performance, and enforcement. Any court claim, action, suit or proceeding (collectively, "Claim")

between the Commission (or any other agency or department of the State of Oregon, or any combination thereof) and Agent that

arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion

County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and

conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this section be

(07/16) 10 *

construed as a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity,

governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise,

from any Claim or from the jurisdiction of any court. AGENT, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS

TO THE PERSONAL JURISDICTION OF SAID COURTS.

46. NO THIRD PARTY BENEFICIARIES. The State of Oregon, by and through the Commission, and Agent are the only parties to

this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall

be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third

persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this

Agreement.

47. FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS. Agent shall not be compensated for work performed under this

Agreement by any other agency or department of the State of Oregon. The Commission certifies that it has sufficient funds

currently authorized for expenditure to finance the costs of this Agreement within the Commission's current biennial appropriation

or limitation. Agent understands and agrees that the Commission's payment of amounts under this Agreement is contingent on the

Commission receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow the Commission, in

the exercise of its reasonable administrative discretion, to continue to make payments under this Agreement.

48. TERMINATION OF PRIOR AGREEMENT. This Agreement supersedes and terminates any other Agent Agreement between

the parties previously in force on the effective date stated in section 2.

49. SURVIVAL. All rights and obligations shall cease upon termination or expiration of this Agreement, except for the rights and

obligations set forth in sections 14-18, 22-27, 30-38, 39, 43, 45, and 49.

50. ENTIRE AGREEMENT. This Agreement, including the Retail Operations Manual, which is incorporated into this Agreement

constitutes the entire Agreement between the parties. There are no understandings, agreements, or representations, oral or

written, not specified herein regarding this Agreement. Only the Commission and Agent may amend the provisions of this

Agreement. Valid changes to the Store type or location under sections 4 and 28, Retail Operations Manual under section 9, legal

entity under section 29, and addresses for sending notices or communications under section 42 are anticipated by the parties. No

waiver, consent, modification or amendment of this Agreement, except valid changes as set forth in the proceeding sentence, is

valid unless it is in writing and signed by both parties and all necessary State approvals have been obtained, and if required by law,

approved by the Department of Justice. Such waiver, consent, modification or amendment, if made, shall be effective only in the

specific instance and for the specific purpose given.

51. CERTIFICATION OF COMPLIANCE WITH TAX LAWS. By signature on this Agreement, the undersigned hereby certifies

under penalty of perjury that the undersigned is authorized to act on behalf of Agent and that Agent is, to the best of the

undersigned's knowledge, not in violation of any Oregon Tax Laws and shall remain in compliance therewith for the term of this

Agreement. 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), ORS Chapters 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), 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.

52. CERTIFICATION AND WARRANTIES. Agent represents and warrants that (a) Agent has the authority to enter into and

perform in accordance with this Agreement and that this Agreement, when executed and delivered, is a valid and binding

obligation of Agent that is enforceable in accordance with its terms, and (b) Agent is and shall be, at all times during the term of

this Agreement, qualified and professionally competent to perform services and do business in the State of Oregon. If Agent is

a legal entity, then the undersigned also certifies under penalty of perjury both individually and on behalf of Agent that the

undersigned is a duly authorized representative of Agent, has been authorized by Agent to make all representations,

attestations, and certifications contained in this Agreement and to execute this Agreement on behalf of Agent.

53. ORDER OF PRECEDENCE. Unless a different order is required by law, this Agreement shall be interpreted in the following

order of precedence: 1) this Agreement, 2) any Addendum or Amendment to this Agreement in the order of the effective date

of each addendum or amendment.

AGENT COMMISSION

Signed: Signed:

Name:

Title:

Executive Director,

Oregon Liquor Control Commission

Date: Date:



(07/16) 1 Initials______



ADDENDUM TO RETAIL SALES AGENT AGREEMENT STORE NO. ______

1. Introduction. This is Addendum to Retail Sales Agent Agreement Store No. ______ (“Addendum”) is dated

effective

________________________, 20____ (the “Effective Date”), and is entered into between

_______________________________ (“Agent”) and the State of Oregon acting by and through the Oregon

Liquor Control Commission (“OLCC” or “Commission”). This Addendum amends the Retail Sales Agent

Agreement between Agent and OLCC signed by the Commission for Store No. ______. Agent and OLCC

agree to amend the Agreement as provided in this Addendum. (Agent and OLCC are sometimes referred to

jointly as the “parties.”)

2. Background. During the retail sales agent application process, Agent or Agent’s Representative presented a

Proposal to the Commission for its consideration. Agent or Agent’s Representative made representations to

the Commission in the Proposal for improvements to the Store. As part of its decision to appoint Agent, the

Commission includes in its Agreement the below provision(s) derived from Agent’s Proposal.

3. Addendum to Agreement. The “New Appointment Period” definition in the “Definitions” section of the

Agreement is entirely deleted. Section 37 of the Agreement is entirely deleted and is replaced with the following

new language:

37. NEW APPOINTMENT ASSISTANCE AND REVIEW. A newly appointed Agent will be

evaluated during the New Appointment Period by the Commission to ensure their ability to

successfully operate the Store as set forth below. The Commission will evaluate the Agent’s

performance under the terms of this Agreement including section 37(b). Notwithstanding any

other provision of this Agreement, the Agreement may be terminated by the Commission during

the New Appointment Period upon written notice provided to Agent by certified mail, return

receipt requested or personal delivery. This section shall not apply in the case of a

reappointment of Agent.

(a) At any time during the New Appointment Period, the Commission may terminate

this Agreement if, in the opinion of the Commission, the Agent’s performance

during the New Appointment Period indicates that Agent or Agent’s

Representative, or both, is unable or unwilling to perform duties satisfactorily or

that the habits and dependability of the Agent or Agent’s Representative, or both,

do not merit continuance.

(b) The Commission’s evaluation of whether to continue this Agreement beyond the

New Appointment Period will consider how well the Agent complied with: the

terms of this Agreement, which includes the Retail Operations Manual; the

applicable laws of the State of Oregon; federal compliance, and health, or safety

directives of the Commission; the applicable policies, procedures of the

Commission; and the following provisions derived from Agent’s Proposal.

Store Location:

☐ Relocate Store with Commission approval serving a specific trade area

(relocation approval could take approximately 60-90 days)

Store Size:

☐ Obtain additional square footage adjacent to current location

☐ Obtain approximately ______ square feet when relocating



(07/16) 2 Initials______



Store Interior:

Shelving

Replace current shelving:

☐ All

☐ The listed sections:

N/A

Counter

☐ Resurface existing counter:

☐ Top

☐ Front/Sides

☐ Both

☐ Replace entire counter

Floor

☐ Replace flooring with:

N/A

Walls

☐ Upgrade with:

N/A

Ceiling

☐ Upgrade with:

N/A

Lighting

☐ Upgrade with:

N/A

Sales Floor and Aisles

☐ Reconfigure fixtures/displays/walls:

N/A

Back Room and Office

☐ Reconfigure:

N/A

☐ Other:

N/A

Other:

N/A

Store Exterior:

☐ Building Appearance:

N/A

☐ Replace Exterior Sign(s):

N/A



(07/16) 3 *



☐ Windows:

N/A

☐ Parking and Landscaping:

N/A

Other:

N/A

Continuation of the Agreement is conditioned upon Agent’s completion of the above

improvement(s) unless the Commission in its discretion decides that an aspect of the Store

does not need the improvement(s).

Approximately three months after the appointment the Commission will perform an

operational review of Agent’s compliance with the conditions set forth in section 37(b). The

Commission will advise the Agent or Agent’s Representative in writing of the operational

areas needing improvement. If needed, the Commission will provide the Agent or Agent’s

Representative with a status report three months thereafter specifying any areas that

continue to require improvement.

The Commission will inform the Agent at least 90 calendar days prior to the end of the New

Appointment Period of its intention whether or not to continue the Agreement beyond the

New Appointment Period or enter into a new Amendment which extends the New

Appointment Period. If an exclusive Agent who is terminated under section 30(a), (b), (c) or

(d) chooses to assign the Store lease and the lease contains an agreement with the lessor

that the lease may be assigned upon the same terms and conditions and meets any

requirements in the Retail Operations Manual, the Commission will require the new Agent to

assume the lease to the extent the Agent’s lease may be assigned and assumed by the new

Agent.

Except as modified by this Addendum and any other addenda or amendment(s) that have been previously entered into

by Agent and the Commission, the terms of the Agreement remain in effect.

AGENT COMMISSION

Signed: Signed:

Name:

Title:

Executive Director,

Oregon Liquor Control Commission

Date: Date: