00009906 Sample Price Agreement.docm

Form C010-G122723

OREGON DEPARTMENT OF TRANSPORTATION

SAMPLE GOODS and SERVICES PRICE AGREEMENT Price Agreement Number: (ORBuys Number: ) Price Agreement Title: Video Analytic, Thermal Imaging and Detection Cameras and Equipment

1. PRICE AGREEMENT PARTIES and OVERVIEW This Price Agreement is between the State of Oregon, acting by and through its Department of Transportation (“ODOT”) and [Enter legal company name as provided to IRS (and DBA name if applicable)] ____________________, hereafter called “Contractor.” ODOT and Contractor together are also referred to as “Parties” and individually referred to as “Party.” The primary contacts for this Price Agreement are identified in the table below. Each Party may change their respective Price Agreement Administrator designee by promptly sending written notice via email to the other Party with a copy to ODOT’s Procurement Specialist for this Price Agreement.

Non-Exclusive Agreement. This PA is established for the convenience of ODOT. ODOT makes no guarantee of any minimum or maximum purchases under this PA. ODOT reserves the right to contract for the purchase of similar services outside of this PA in accordance with applicable law.

Project/Delivery Location:

The delivery location will be specified in each Purchase Order issued under the PA Associated Invitation to Bid Number:

ODOT’s Price Agreement Administrator:

Name, address & phone

Procurement Specialist:

Stacie Olano ODOT Procurement Office Stacie.olano@odot.oregon.gov

Contractor’s Price Agreement Administrator:

Alternate Contact: [If applicable, provide alternate contact info.]

This Price Agreement is not limited by, nor does it include, a Not-to-Exceed Amount.

TABLE OF CONTENTS

2. DEFINITIONS

The following terms have the meaning provided in OAR 125-246-0110: “Business Day”, “Contract”, “Contractor”, “Goods”, “OAR”, “ORS”, “Public Works”, “Price Agreement” (“PA”), “Purchase Order” (“PO”), “Specification”, “State”.

4.2 DELIVERY SCHEDULE AND PRICES

See Exhibit I - Pricing

4.4 PRICE ADJUSTMENTS.

The initial pricing shall remain in effect for not less than the first 12 months of the Price Agreement. Following this initial period, Contractor may request price adjustments by submitting a written request to ODOT. Any such request must include appropriate justification that documents factors beyond the Contractor’s control, such as increased operating and raw material costs directly impacting items provided under the Price Agreement. No more than one price increase request may be submitted during any 12-month period. ODOT may conduct any market research it deems necessary to determine reasonableness of the request, and each request is subject to negotiation. Any approved price increase shall generally be limited to the most recent (at the time of the request) year-over-year increase in the Consumer Price Index, Pacific division.

5. SPECIFICATIONS

The apparent silence of the Specifications (including any supplemental Specifications) as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that Contractor shall meet the highest standards prevalent in the industry or business most closely involved in providing the Goods to be provided under the Price Agreement.

The Specifications applicable to any Goods provided under the Price Agreement are set forth in Exhibit A to this Price Agreement.

6.2 DELIVERY TERMS. All Goods shall be provided F.O.B. destination with all transportation and handling charges paid by Contractor, unless otherwise agreed to in writing by ODOT. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and acceptance.

6.3 INSPECTIONS. Goods and Services furnished under this Price Agreement shall be subject to inspection and test by ODOT at times and places determined by ODOT. ODOT may request to have a pre-delivery inspection at Contractor's location to ensure specification compliance PRIOR TO DELIVERY. If ODOT finds Goods to be incomplete, not in compliance with Price Agreement requirements, or deficient in any way, ODOT, at its sole discretion, may either reject the Goods, require Contractor to correct any deficiencies without charge, or negotiate with Contractor to sell the Goods to ODOT at a reduced price, whichever ODOT deems equitable under the circumstances. ODOT will provide written notice of any rejected Goods that, at a minimum, itemizes the apparent deficiencies. If Contractor is unable or refuses to cure any deficiencies within a time deemed reasonable by ODOT, ODOT may reject the Goods and cancel the Price Agreement, the PO, or both, in whole or in part. Nothing in this paragraph shall in any way affect or limit ODOT’s rights as Buyer under the Uniform Commercial Code including but not limited to the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080. ODOT’s review, approval or acceptance of, or payment for, the Goods required under the Price Agreement shall not be construed to operate as a waiver of any rights under the Price Agreement or of any cause of action arising out of the Contractor’s performance, and Contractor shall be and shall remain liable to ODOT in accordance with applicable law for all damages to ODOT caused by Contractor’s performance or failure of any of the Goods furnished under the Price Agreement.

6.4 INVOICES. Contractor shall submit invoice(s) to the following email address:

ITSInvoices@odot.oregon.gov

Contractor shall submit invoices by the 10th of each month for the Goods provided during the previous month. Invoices shall be submitted separately for each PO to the email address as indicated in the PO. Contractor shall submit invoices to ODOT’s Price Agreement Administrator listed on page 1 by the 10th of each month for the Goods and Services provided during the previous month. Contractor’s invoice must include:

· Price Agreement number and PO number;

· The description and quantity of Goods ordered, the quantity of Goods delivered, the date Goods were delivered, the price per unit, if applicable;

· The total amount due and the payment address.

6.5.2 Direct Deposit via Automated Clearing House (“ACH”). For Contractors that receive ongoing monthly payments from ODOT on one or more contracts or price agreements, ODOT prefers making payments via ACH direct deposit. While not required, if Contractor has not previously authorized ACH direct deposit and would prefer ACH to expedite transfer of payments after invoices are approved, Contractor must complete a Vendor ACH Authorization form (https://www.oregon.gov/ODOT/Forms/2ODOT/7310781.pdf) and submit to ODOT per the instructions on the form.

6.5.3 Basis of Payment. Each PO will identify one of the following options for basis of payment applicable to the specific PO:

Full completion. ODOT will pay all amounts due upon approval of Contractor’s invoice, but only after ODOT has determined that Contractor has provided and ODOT has accepted all Goods required and in conformance with Price Agreement and PO requirements.

6.5.4 Expenses. All Contractor travel and other expenses, if any, are included in the fixed-price amount(s) established in the Price Agreement and are not separately reimbursable under the Price Agreement.

6.5.5 Retainage. ODOT may initiate, at any time, withholding of payment equal to 5% of the amount of each invoice submitted. ODOT will make final payment of any balance due to Contractor promptly upon verification by ODOT of completion and acceptance of all deliverables and will pay interest as required on retainage.

6.5.6 Pay Equity Compliance.

a. Discriminatory Wage Rates Prohibited. As required by ORS 279B.235, Contractor must 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, gender identity, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section constitutes a material element of this Price Agreement and a failure to comply constitutes a breach that entitles ODOT to terminate this Price Agreement for cause.

b. Employee Discussions Regarding Compensation. As required by ORS 279B.235, Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and 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.

a. Contractor has the power and authority to enter into and perform the Price Agreement and that such Price Agreement and any POs entered into under the PA, when executed and delivered, shall be valid and binding obligations of Contractor enforceable in accordance with their terms.

b. All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to any Goods delivered under this Price Agreement. Any materials provided under the Price Agreement shall be free from defects in materials and manufacture and shall meet the requirements of the Specifications/statement of work under the Price Agreement and any POs entered into under the PA.

c. Contractor is duly licensed to provide the Goods specified in the Price Agreement, and if there is no licensing requirement, Contractor is duly qualified and competent to perform in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Goods to be provided under the Price Agreement.

d. Contractor shall have all manufacturer warranties covering any Goods (and component parts, where applicable) supplied under the Price Agreement transferred to ODOT at time of delivery at no charge. Contractor shall be responsible for completing and processing any warranty registration paperwork required by manufacturer. If a conflict or inconsistency exists between a manufacturer’s warranty and Contractor’s warranty, the warranty that provides the greatest benefit and protection to State shall prevail.

e. Any materials delivered under the Price Agreement are free and clear of any liens and encumbrances, that Contractor has full legal title to the materials, and that no other person has any right, title or interest in the materials which shall be superior.

f. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

6.6.2 Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided in the Price Agreement. All warranties provided in the Price Agreement shall be cumulative, and shall be interpreted broadly to give ODOT the greatest warranty protection available.

a. In addition to the remedies afforded elsewhere herein, ODOT shall be entitled to recover any and all damages suffered as a result of Contractor's breach of the Price Agreement or any PO entered into under the PA, including but not limited to direct, indirect, incidental and consequential damages. ODOT may also be entitled to any equitable remedies to which it may show itself entitled.

b. In the event Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State, ODOT may:

i. Undertake collection by administrative offset, or garnishment if applicable, of all monies due for Services and Deliverables to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law;

ii. Terminate the Price Agreement and any POs entered into under the PA, in whole or in part, immediately upon written notice to Contractor or at such later date as ODOT may establish in such notice; or

iii. Pursue any or all of the remedies available under the Price Agreement, at law, or in equity.

c. These remedies are cumulative to the extent the remedies are not inconsistent, and ODOT may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever, to the extent the remedies are not inconsistent

6.7.2 Contractor's Remedies. In the event ODOT terminates the Price Agreement or any PO entered into under the PA under either Section 6.8.2 or 6.8.3, or in the event ODOT is in default of a material provision of the Price Agreement or any PO entered into under the PA and whether or not Contractor elects to exercise its right to terminate the Price Agreement under Section 6.8.4, Contractor's sole remedy shall be (a) a claim against ODOT for the unpaid price for any Goods delivered and accepted by ODOT, (b) with respect to Services compensable on an hourly basis, a claim against ODOT for unpaid invoices, hours worked but not yet billed, and authorized expenses for Services completed and accepted by ODOT, or (c) with respect to deliverable-based Services, a claim against ODOT for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by ODOT, less previous amounts paid and any claim(s) which State has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to ODOT upon written demand. In no circumstance shall Contractor be entitled to lost profits for Work not performed due to termination.

6.7.3 Attorney’s Fees. With the exception of defense costs and expenses pursuant to Section 6.13, neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Price Agreement or any PO entered into under the PA.

a. ODOT fails to receive appropriations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for the Goods and Services to be provided under the Price Agreement;

b. Federal or State laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of Goods and Services under the Price Agreement or any PO entered into under the PA is prohibited or ODOT is prohibited from paying for such Goods and Services from the planned funding source;

c. Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State; or

d. Contractor commits any material breach or default of any covenant, warranty, obligation, certification or agreement under the Price Agreement and such breach is not cured within 14 calendar days after ODOT's notice to Contractor, or such longer period as ODOT may specify in the notice. Pursuant to this section, upon receipt of written notice of termination, Contractor shall stop performance under the Price Agreement (or any PO entered into under the PA) as directed by ODOT.

6.9 SURVIVAL. Termination of the Price Agreement shall not extinguish or prejudice ODOT's right to enforce the following provisions: 6.6 Representations and Warranties; 6.10 Compliance with Applicable Laws and Standards, 6.11 Governing Law; 6.12 Venue, Consent to Jurisdiction; 6.13 Indemnification; 6.18 Access to Records; 6.7 Remedies; and all other remedy provisions included in the Price Agreement.

6.10 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS. Due to federal funding for this Price Agreement, applicable federal requirements govern in the event of conflicts among federal, State and local laws. Contractor shall comply with all federal, State and local laws, regulations, executive orders and ordinances applicable to this Price Agreement or to Contractor’s obligations under this Price Agreement, as they may be adopted or amended from time to time. All rights and remedies available to ODOT under applicable federal, State and local laws are also incorporated by reference herein and are cumulative with all rights and remedies under the Price Agreement. Without limiting the generality of the foregoing, ODOT’s performance is conditioned upon Contractor’s compliance with the following laws, regulations and executive orders (as amended from time to time) to the extent they are applicable to the Price Agreement:

a. (Non-discrimination) Titles VI and VII of Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; Executive Order 11246; The Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; The Vietnam Era Veterans’ Readjustment Assistance Act of 1974;

b. ORS 279B.020 Maximum hours of labor on public contracts; holidays; exceptions; liability to workers; rules;

c. ORS 279B.220 – Prompt payment to suppliers and subcontractors; payment of contributions or amounts due the Industrial Accident Fund; liens or claims against the State on account of any labor or material furnished; payment of withholding to the Department of Revenue under ORS 316.167;

d. ORS 279B.230 – Payment for medical care and providing workers’ compensation;

e. ORS 279B.235 Condition concerning hours of labor;

f. all regulations and administrative rules established pursuant to the foregoing laws.

6.11 GOVERNING LAW. The Price Agreement shall be governed by and construed in accordance with the internal laws of the State without regard to principles of conflicts of law. To the extent not modified by the terms of this Price Agreement, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs any Goods sold under this Price Agreement.

6.12 VENUE; CONSENT TO JURISDICTION. Any claim, action, suit or proceeding (collectively, "Claim") between ODOT and Contractor that arises from or relates to the Price Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.

6.13 INDEMNIFICATION. Contractor shall defend, save, hold harmless, and indemnify the State, the Oregon Transportation Commission, ODOT, and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses, including attorney fees, of any nature whatsoever resulting from, arising out of, or relating to the Price Agreement, including but not limited to (1) the activities of Contractor or its officers, employees, subcontractors, or agents, and (2) the Goods and Services provided by Contractor. However, the Oregon Attorney General must give written authorization to Contractor or any legal counsel purporting to act in the name of, or represent the interests of the State, its officers, employees and agents prior to such action or representation. Further, the State, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State, its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State are served thereby. Contractor's obligation to pay for all costs and expenses shall include those incurred by the State in assuming its own defense and that of officers, employees, and agents under (i) and (ii) above.

6.14 FALSE CLAIMS. Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785) and to any liabilities or penalties associated with the making of a false claim under that Act. By its execution of the Price Agreement, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to the Price Agreement or the Goods and Service being provided, including but not limited to Contractor’s Bid and any invoices, correspondence, reports, or other deliverables. In addition to the Oregon False Claims laws, if this Price Agreement or any PO incudes Federal funding, Consultant understands and acknowledges it is subject to the Federal False Claims Act, 31 U.S.C. Sections 3729 – 3733, and to any liabilities or penalties associated with the making of a false claim under either Act.

6.15 NOTICES. Except as otherwise expressly provided in the Price Agreement, any notices between the Parties shall be given in writing by e-mail, by personal delivery, facsimile, or mailing the same, postage prepaid, to the Price Agreement Administrator listed for each Party in Section 1, or to such other person and address as either Party may hereafter indicate in writing to the other. Any communication or notice sent by e-mail during normal business hours on a Business Day shall be deemed received the Business Day it is sent. The recipient of any notice sent by e-mail shall reply by e-mail to confirm receipt of such notice. Any communication or notice made by personal delivery shall be deemed to be received when actually delivered. Any communication or notice properly addressed and mailed shall be deemed received 5 calendar days after the date of mailing. Any communication or notice delivered by facsimile shall be deemed received on the date of the notice of successful transmission generated by the transmitting machine.

6.16 SAFETY AND HEALTH REQUIREMENTS. Goods provided under this Price Agreement must comply with all federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon Occupational Safety and Health Administration requirements, including those of the State Workers’ Compensation Division. Contractor shall take every precaution to instruct employees about and otherwise safeguard them against any possible injuries associated with chemicals or equipment as well as other potential hazards within the facility.

6.17 SAFETY DATA SHEET (SDS) AND PRODUCT LABELING. Contractor shall comply with Hazard Communication requirements set forth in 29 CFR 1910.1200. Contractor shall provide ODOT with an SDS [as defined by the Occupational Safety and Health Administration (OSHA) and the Globally Harmonized System of Classification and Labelling of Chemicals (GHS)] for any Goods provided or products used under the Price Agreement which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. Contractor shall keep SDS on file at the location where products that include classified chemicals are used or stored by Contractor. In addition, Contractor must label, tag or mark such products with the following information:

6.17.1 Identity of the hazardous chemical(s) which must include the product identifier used on the SDS;

6.17.2 Appropriate signal word, hazard statement(s), pictogram(s), and precautionary statement(s) specified in applicable regulations for each hazard class and associated hazard category; and

6.17.3 Name and address of the chemical manufacturer, importer or other responsible entity.

6.18 ACCESS TO RECORDS. Contractor shall maintain all fiscal and other records relevant to Contractor's performance under the Price Agreement (collectively, "Records") in accordance with generally-accepted accounting principles. ODOT, its duly authorized representatives, and the federal government shall have access to Records for purposes of examination and copying. Contractor shall retain and keep accessible all Records for a minimum of 6 years, or such longer period as may be required by applicable law following expiration or termination of the Price Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Price Agreement, whichever date is later.

6.23 CONTRACTOR PERSONNEL. Contractor shall exercise due care to choose and manage its personnel and ensure that permitted subcontractors choose and manage their personnel so that only suitably responsible, professionally competent, and disciplined representatives will be operating in any ODOT area, many of which have sensitive and critical activities.

6.24 SEVERABILITY. If any provision of the Price Agreement is declared by a court of competent jurisdiction to be illegal, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Price Agreement did not contain the particular provision held to be invalid.

6.26 THIRD PARTY BENEFICIARIES. The State, the Oregon Transportation Commission and ODOT are intended third-party beneficiaries of the Price Agreement with express independent authority to enforce the terms and conditions of the Price Agreement. Otherwise, there are no third-party beneficiaries of the Price Agreement.

6.27 COUNTERPARTS. The Price Agreement may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Price Agreement so executed shall constitute an original.

6.28 MERGER; AMENDMENT; WAIVER; INTERPRETATION. The Price Agreement and any POs entered into under the PA constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Price Agreement or any POs entered into under the PA. This Price Agreement may be amended, within the scope of this procurement, to the extent permitted by applicable statutes and administrative rules. No waiver, consent, modification or change of terms of the Price Agreement (collectively, "Amendment") shall bind either Party unless it is in writing and signed by both Parties and all necessary approvals have been obtained. Amendments shall be effective only in the specific instance and for the specific purpose given. The failure of ODOT to enforce any provision of the Price Agreement shall not constitute a waiver by ODOT of that or any other provision. The characterization of provisions of the Price Agreement as material provisions or the failure to comply with certain provisions as a material breach of the Price Agreement shall in no way be construed to mean that any other provisions of the Price Agreement are not material or that failure to comply with any other provisions is not a material breach of the Price Agreement.

6.29 CERTIFIED SMALL BUSINESSES. Respecting certification as a disadvantaged business enterprise, minority-owned business, woman-owned business, business that a service-disabled veteran owns or an emerging small business under ORS 200.055, as and when applicable, the Contractor shall maintain the certifications, and require in its subcontracts that subcontractors maintain the certifications required by ORS 279A.107 as a material condition of the Price Agreement. If the Contractor or subcontractor was awarded the Price Agreement or subcontract, as applicable, in the course of ODOT carrying out an affirmative action goal, policy or program under ORS 279A.100, and Contractor or subcontractor fails to maintain the required certification, ODOT may terminate the Price Agreement, require the Contractor to terminate the subcontractor, or exercise any of remedies reserved for breach of the Price Agreement (except as provided under ORS 279A.107(2)(c)). Contractor shall promptly provide written notice to ODOT if Contractor or any of its subcontractors fail to maintain an applicable certification under this provision.

6.30 Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the Price Agreement and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. ODOT reserves the right at any time to require the submission of the hard copy originals of any documents.

7. SPECIAL TERMS AND CONDITIONS

7.1 FEDERAL PROVISIONS

7.1.1 Cargo Preference Act Requirements - If federal funds are involved on the project, Contractor shall comply with the Cargo Preference Act and implementing regulations (46 CFR Part 381) for use of United States flag ocean vessels transporting materials or equipment acquired specifically for the project. Strict compliance is required, including, but not limited to, the clauses in 46 CFR 381.7(a) and (b), which are incorporated by reference. Contractor shall also include this provision in all subcontracts.

7.1.2 FHWA Form 1273 - Required Contract Provisions for Federal Aid Construction Contracts (and other contracts that include Federal Aid funding). Contractor shall comply with the applicable Federal provisions included in FHWA Form 1273, attached as Contract Exhibit H. Contractor shall further ensure that its subcontractors comply with the applicable Federal provisions included in FHWA Form 1273.

7.3. RESERVED

7.4 RESERVED

8. PRICE AGREEMENT EXHIBITS

This Price Agreement includes the following exhibits, each of which is incorporated into this Price Agreement as though fully set forth herein:

· Exhibit A – Specifications

· Exhibit B –RESERVED

· Exhibit C – Insurance Requirements

· Exhibit D – Title VI Non-Discrimination Provisions

· Exhibit E – Disadvantaged Business Enterprise (DBE) Provisions

· Exhibit F – RESERVED

· Exhibit G – Purchase Order Provisions

· Exhibit H – FHWA Form 1273

· Exhibit I - Pricing

9. CONTRACTOR CERTIFICATIONS and SIGNATURES A. Any individual (the undersigned) signing on behalf of Contractor hereby certifies under penalty of perjury:

(1) Contractor has provided its correct TIN to ODOT.

(2) Contractor is not subject to backup withholding because (a) Contractor is exempt from backup withholding, (b) 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 (c) the IRS has notified Contractor that Contractor is no longer subject to backup withholding.

(3) The undersigned is authorized to act on behalf of Contractor, the undersigned has authority and knowledge regarding Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws or any applicable tax laws of political subdivisions of this State. For purposes of this certification, “Oregon Tax Laws” means: (i) all tax laws of this state, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318; and (ii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; and (iii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions.

B. Any individual (the undersigned) signing on behalf of Contractor hereby certifies the undersigned is authorized to sign this Price Agreement and that:

(1) Contractor has read this Price Agreement, understands it, and agrees to be bound by its terms and conditions.

(2) Contractor understands and agrees that various Exhibits to the Price Agreement are not physically attached, but are incorporated by reference in Part I, Section 4 and have the same force and effect as if fully set forth herein.

(3) Contractor understands and has provided to all Associates the ODOT COI Guidelines and COI Disclosure Form available at: https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx. Contractor and (to the best of the undersigned’s information, knowledge and belief) Contractor’s Associates are in compliance with the disclosure requirements of the COI Disclosure Form and have no conflicts of interest to disclose. If disclosures regarding this Price Agreement or the related Project are required per the COI Disclosure Form, Contractor has made such disclosures to ODOT on a properly prepared and submitted form and, if determined necessary by ODOT, a mitigation plan has been approved by ODOT.

(4) Contractor represents and warrants and attests that Contractor has for the six years preceding the effective date of this Price Agreement complied with, and agrees that during the term of this Price Agreement shall comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State as provided in subsection A.(3) above. Contractor’s false attestation or failure to comply with Oregon Tax Laws or the applicable tax laws of political subdivisions of this State for the six years before the Contractor executed the Price Agreement or during the term of the Price Agreement is a default for which ODOT may terminate the Price Agreement, exercise of the right of setoff, or garnishment if applicable, and seek damages and other relief available under the terms of the Price Agreement or under applicable law.

(5) (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Price Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," (https://www.gsa.gov/cdnstatic/SFLLL_1_2_P-V1.2.pdf?forceDownload=1) in accordance with its instructions.

(c) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

(d) Contractor shall require that the language of this certification be included in all subcontracts in excess of $100,000 at all tiers and that all such subcontractors shall certify and disclose accordingly.

(6) Contractor has a written policy and practice that meets the requirements described in ORS 279A.112, of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the Price Agreement, to maintain the policy and practice in force during the entire Price Agreement term (see additional information and sample policy template at https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx).

(7) Contractor is an independent contractor as defined in ORS 670.600 and as described in IRS Publication 1779 (https://www.irs.gov/pub/irs-pdf/p1779.pdf).

(8) In the event that Contractor is a general partnership or joint venture, Contractor signature(s) on this Price Agreement constitutes certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this Price Agreement.

CONTRACTOR SIGNATURE(s) [Revise, add or delete signature lines as necessary for this Contract.]

__________________________________ Title: _______________________________Date: ___________

__________________________________ Title: _______________________________Date: ___________ (2nd signature if necessary for Contractor)

DOJ REVIEW: (Reviewed by via e-mail dated ) or (Not required per )

ODOT (Procurement Authority)

Signature Print Name Date ODOT (Expenditure Decision Authority)

Signature Print Name Date

Approved by Director / Division Administrator or designee Date

Accessibility: The Oregon Department of Transportation is committed to complying with all statutory requirements to ensure that it is providing information that is more accessible to people with disabilities, as required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and 36 C.F.R. 1194 Appendix A. To request reasonable accommodation for access, due to a disability, to information related to this document, please contact the Oregon Department of Transportation’s Procurement Office at OPOAdministration@odot.oregon.gov phone #503-986-2710.

EXHIBIT A – SPECIFICATIONS

Contractor shall provide FLIR/Teledyne equipment as specified in Exhibit I – Pricing.

EXHIBIT B – PREVAILING WAGE RATES - Reserved

EXHIBIT C – INSURANCE REQUIREMENTS

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit C prior to performing under the Price Agreement and shall maintain it in force and at its own expense throughout the duration of the Price Agreement, and as required by any extended reporting period or tail coverage requirements, and all warranty periods that may apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to ODOT. Coverage shall be primary and non-contributory with any other insurance and self-insurance with exception of Professional Liability and Workers’ compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

For purposes of this Exhibit C, the term “Contract” is interchangeably used with “Work Order Contract”, “WOC”, “Purchase Order” and “PO”. ODOT reserves the right to assess the risk for all WOCs or POs, as applicable, assigned under this PA to determine if additional insurance coverage is appropriate.

INSURANCE REQUIREMENT REVIEW:

Contractor agrees to periodic review of insurance requirements by ODOT under this agreement and to provide updated requirements as mutually agreed upon by Contractor and ODOT.

SUBCONTRACTORS:

Contractor shall require that all of its subcontractors carry insurance coverage that the Contractor deems appropriate based on the risks of the subcontracted work. Contractor shall obtain proof of the required insurance coverages, as applicable, from any subcontractor providing Services related to the Price Agreement.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY

Required by ODOT of Contractors with subject workers, as defined by ORS 656.027.

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide Workers' Compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). The coverage shall include Employer’s Liability Insurance with limits not less than $500,000 each accident. Contractor shall require compliance with these requirements in each of its subcontractor contracts.

All employers, including the Contractor and Subcontractor(s), if any, that are exempt under ORS 656.126(2) and subject to any other state’s Workers’ Compensation law, shall provide Workers’ Compensation Insurance coverage as required by applicable Workers’ Compensation laws. The coverage shall also include Employer’s Liability Insurance with limits not less than $500,000 each accident.

PROFESSIONAL LIABILITY

|_| Required |X| Not required Professional Liability insurance must cover damages caused by negligent acts, errors or omissions of Contractor and Contractor’s subcontractors, agents, officers or employees related to the professional Services to be provided under the Contract.

· Coverage shall be written with a per claim, incident or occurrence limit, or the equivalent, of not less than |_| $1,000,000 |_| $2,000,000 |_| $5,000,000.

· Annual aggregate limits shall not be less than |_| $2,000,000 |_| $4,000,000 |_| $10,000,000.

If this insurance is provided on a “claims made” basis, Contractor shall maintain continuous claims made liability coverage or shall acquire tail coverage to continue the same coverage for a duration of at least 2 years…