ITB: S-10700-00015503 – Herbicide Chemicals (Liquid & Dry) Addendum 4

ADDENDUM 4

to

ITB: S-10700-00015503

for

HERBICIDE CHEMICALS (LIQUID & DRY)

SECTION 1: PURPOSE

The purpose of this addendum is for the:

1.1 MODIFICATION OF ITB SECTION 1.3 (Schedule of Events)

1.2 MODIFICATION OF ATTACHMENT A – Sample Price Agreement Section 1.3 (Term Of Agreement)

1.3 MODIFICATION OF ATTACHMENT A – Sample Price Agreement Section 1.5 (Ordering Instruments)

1.4 REVIESED – Sample Price Agreement (Attachment A) is attached, for clarification of modifications listed in 1.2 and 1.3 of this Addendum.

SECTION 2: MODIFICATIONS

The modifications are identified as follows: New language is indicated by bold underlined font, deleted language is indicated by [strikethrough and bracketed] font.

1. Section 1.3 (Schedule of Events) of the ITB is modified to extend the ITB event dates as identified below.

EVENT DATE PACIFIC

TIME

Pre-Bid Conference (attendance is voluntary) (See Section 3.4)

January 27, 2026 (Tuesday) 10:00 AM

Bidder Due Date for Questions and Requests for Clarification (See Section 3.5)

January 29, 2026 (Thursday) 3:00 PM

Additional: Bidder Due Date for Questions and Requests for Clarification (See Section 3.5)

February 10, 2026 (Tuesday)

3:00 PM

DAS SPS anticipates providing a response (to Bidder Questions and Requests for Clarification)

February 3, 2026 (Tuesday) (approximate)

Additional: DAS SPS anticipates providing a response (to Bidder Questions and Requests for Clarification)

February 13, 2026 (Friday) (approximate)

ITB Protests Period Ends (See Section 3.6) February 17, 2026 (Tuesday) Bid Opening Date (Due Date and time to submit Bids)

February 27, 2026 (Friday)

February 24, 2026 (Wednesday)

3:00 PM

Issuance of Notice of Intent to Award (See Section 5.1)

March 2, 2026 (approximately) February 26, 2026

Notice of Intent to Award Protest Ends (See Section 5.2)

7-Days From Notice of Intent To Award (approximately March 5, 2026)

2. Section 1.3 (Term of Agreement) of the Sample Price Agreement (Attachment A) is modified as follows.

The Term of this Agreement is MM/DD/YYYY [02/##/2026] (Effective Date) through MM/DD/YYYY [02/31/2031] (End Date).

3. Section 1.5 (Ording Instruments) of the Sample Price Agreement (Attachment A) is modified as follows.

1.5 ORDERING INSTRUMENTS

1.5.1 Authorized Purchasers may order Goods during the Term of this Agreement using an Ordering Instrument in the form attached as Exhibit B. A Contract created by an ordering instrument consists of all the terms specified and required by this Agreement.

1.5.2 Additional, different, or conflicting terms and conditions of any Contract, quote, ordering instrument, or online ordering tool of either an Authorized Purchaser or the Contractor will not change the terms of this Agreement.

1.5.3 Subject to the provisions of this Agreement, Contractor shall accept ordering instruments from Authorized Purchasers that comply with the provisions of this Agreement until this Agreement expires or terminates. Contractor may, but is not required to, accept an ordering instrument requesting a delivery schedule less than any minimum lead time, if any, specified in Exhibit A.

1.5.4 An ordering instrument is deemed accepted by Contractor unless Contractor rejects an ordering instrument within ___ Business Days after it is received. Contractor may reject an ordering instrument: i) using the same means as were used to deliver the ordering instrument, or ii) by e-mail or facsimile if that information is evident on the ordering instrument. Contractor shall specify the reason(s) for rejection.

1.5.5 Accepted ordering instruments establish separate Contracts between Authorized Purchaser and Contractor and are subject to the provisions of this Agreement.

1.5.6 Nothing in this Agreement obligates any Authorized Purchaser to place any ordering instrument.

1.5.7 Contractor shall reject an ordering instrument that does not meet the requirements of this Agreement.

1.5.8 Authorized Purchasers who are agencies of the State of Oregon under DAS procurement authority may issue ordering instruments under this Price Agreement for any dollar amount without further delegation of procurement authority from DAS.

Notwithstanding the foregoing DAS delegation, Authorized Purchasers who are agencies of the State of Oregon must obtain all other necessary approvals, including but not limited to legal sufficiency approval as required.

SECTION 3: PROTEST

Protests to this addendum (Amendment) must be submitted in the same manner required in ITB Section 3.8 and are due Wednesday, February 25, 2026 at 5pm

SECTION 4: ATTACHMENTS

See attached, Attachment A – REVISED – Sample Price Agreement

ATTACHMENT A – SAMPLE PRICE AGREEMENT

ATTACHMENT A – REVISED – SAMPLE PRICE AGREEMENT

STATE OF OREGON

PRICE AGREEMENT NO. PO-10700-000XXXXX

FOR

HERBICIDE CHEMICALS (LIQUID & DRY)

This Price Agreement number PO-10700-000##### for Herbicide Chemicals (Liquid & Dry) (Goods) (Agreement) is between the State of Oregon, acting by and through its Department of Administrative Services, State Procurement Services (DAS SPS) on behalf of state agencies and members of the Oregon Cooperative Procurement Program (ORCPP) (Authorized Purchasers) and __________________, a _____________ (Contractor).

SECTION 1: AGREEMENT

1.1 PARTIES; AUTHORIZED PURCHASERS

1.1.1 The only parties to this Agreement are DAS SPS and Contractor.

1.1.1.1 DAS SPS, Price Agreement Administrator:

Name:

Address:

Phone:

Email:

1.1.1.2 Contractor, Price Agreement Administrator:

Name:

Address:

Phone:

Email:

1.1.2 Authorized Purchasers are intended beneficiaries of this Agreement and include the following:

1.1.2.1 State Agencies

1.1.2.2 Oregon Cooperative Procurement Program participants

1.2 DEFINITIONS

“Agreement” means this Price Agreement between Contractor and DAS SPS under which Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of Authorized Purchasers.

“Authorized Purchaser” means any Agency of the State of Oregon and members of the Oregon Cooperative Purchasing Program (ORCPP) with appropriate purchasing authority under its applicable statutes, rules, regulations, or ordinances.

“Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, excluding State of Oregon holidays and business closure days.

“Calendar Day” means contiguous days.

"Contract" means the agreement between Contractor and an Authorized Purchaser comprised of an Ordering Instrument and this Agreement, including any exhibits and amendments.

"Goods and Services" means the supplies, equipment, materials, and any personal property, including any tangible, intangible, and intellectual property and rights and license in relation to the Goods described in Exhibit A .

"Ordering Instrument" means the document an Authorized Purchaser submits to Contractor as a desire to order Goods and Services from this Price Agreement. An ordering instrument between a State Agency and Contractor must be substantially in the form attached as Exhibit B.

"Services" means the services to be performed by Contractor, if any, of which are incidental to the Goods described in Exhibit A.

"Specifications" means the specific attributes of the Goods to be purchased or Services to be provided, if any, as described in Exhibit A.

"State" means the State of Oregon.

1.3 TERM OF AGREEMENT

The Term of this Agreement is MM/DD/YYYY [02/##/2026] (Effective Date) through MM/DD/YYYY [02/31/2031] (End Date).

The End Date of this Agreement may change or be extended by Amendment or termination as provided in this Agreement.

1.4 TERMINATION OF AGREEMENT

1.4.1 Parties’ Right to Terminate by Mutual Consent. This Agreement may be terminated at any time by mutual written consent of DAS SPS and Contractor.

1.4.2 DAS SPS’ Right to Terminate for Convenience. DAS SPS may, in its sole discretion, terminate this Agreement, in whole or in part, for any reason upon 30 Calendar

Days prior written notice to Contractor.

1.4.3 Effect of Termination.

1.4.3.1 Upon termination of this Agreement, Contractor shall not accept new requests or Ordering Instruments and shall not enter into any new Contracts.

1.4.3.2 Termination of this Agreement does not terminate the rights or obligations of any party to any legally binding Contract between Contractor and an Authorized Purchaser, executed before termination of this Agreement.

1.4.3.3 Termination of this Agreement does terminate any “blanket” Contract. Blanket Contracts are those that do not legally require Contractor to deliver specific quantities of Goods at specific times.

1.5 ORDERING INSTRUMENTS

1.5.1 Authorized Purchasers may order Goods during the Term of this Agreement using an Ordering Instrument in the form attached as Exhibit B. A Contract created by an ordering instrument consists of all the terms specified and required by this Agreement.

1.5.2 Additional, different, or conflicting terms and conditions of any Contract, quote, ordering instrument, or online ordering tool of either an Authorized Purchaser or the Contractor will not change the terms of this Agreement.

1.5.3 Subject to the provisions of this Agreement, Contractor shall accept ordering instruments from Authorized Purchasers that comply with the provisions of this Agreement until this Agreement expires or terminates. Contractor may, but is not required to, accept an ordering instrument requesting a delivery schedule less than any minimum lead time, if any, specified in Exhibit A.

1.5.4 An ordering instrument is deemed accepted by Contractor unless Contractor rejects an ordering instrument within ___ Business Days after it is received. Contractor may reject an ordering instrument: i) using the same means as were used to deliver the ordering instrument, or ii) by e-mail or facsimile if that information is evident on the ordering instrument. Contractor shall specify the reason(s) for rejection.

1.5.5 Accepted ordering instruments establish separate Contracts between Authorized Purchaser and Contractor and are subject to the provisions of this Agreement.

1.5.6 Nothing in this Agreement obligates any Authorized Purchaser to place any ordering instrument.

1.5.7 Contractor shall reject an ordering instrument that does not meet the requirements of this Agreement.

1.5.8 Authorized Purchasers who are agencies of the State of Oregon under DAS procurement authority may issue ordering instruments under this Price

Agreement for any dollar amount without further delegation of procurement authority from DAS. Notwithstanding the foregoing DAS delegation, Authorized Purchasers who are agencies of the State of Oregon must obtain all other necessary approvals, including but not limited to legal sufficiency approval as required.

1.6 PRICES

1.6.1 Except as provided in this Section, during the Term of this Agreement, Contractor shall offer Goods and Services to Authorized Purchasers at prices that do not exceed the prices listed in Exhibit A.

1.6.2 Contractor and Authorized Purchaser may negotiate and agree to lower prices for the Goods and Services listed in Exhibit A. Those lower prices apply only to applicable Contracts between Contractor and Authorized Purchaser.

1.6.3 Price Decrease

1.6.3.1 Contractor shall give DAS SPS and Authorized Purchaser’s the immediate benefit of any price decrease Contractor is offering to any other customer. Contractor shall promptly notify DAS SPS of the amount and effective date of each price decrease. The price decreases must apply to Authorized Purchaser’s ordering instruments issued on or after the effective date of the price decrease and must be reflected in Contractor’s invoices to Authorized Purchaser.

1.6.3.2 Contractor shall subtract from prices listed in Exhibit A any unit price decrease that has been achieved or gained by Contractor, whether through the manufacturer or otherwise. Contractor shall give DAS SPS and Authorized Purchasers the immediate benefit of the decrease. Contractor shall promptly notify DAS SPS Price Agreement Administrator of the amount and effective date of the decrease.

1.6.4 Other Price Adjustments

1.6.4.1 Price Increases must not be assumed. DAS SPS may deny requests for price increases in the interest of the State.

1.6.4.2 Beginning May 1, 2027, and for every annual anniversary thereafter, the prices set forth in Exhibit A-3 shall be adjusted based upon the percent changes (whether up or down) in the United States Department of Labor, Bureau of Labor and Statistics (BLS) indices for the most recent year. Economic adjustment will lag one (1) calendar month past the Contract commencement date to allow for publication of BLS data. All calculations for the index shall be based upon the latest version of the data published as of April each year. If an index is recoded, the replacement is a direct substitute according to the BLS, this Price Agreement will instead use the recode. If an index becomes unavailable, DAS SPS shall substitute a proxy index. If there is not a direct substitute, the next higher aggregate index will be used. The economic adjustment shall be calculated as follows:

New Price = Old Price x (Yearly Averaged Indices/Base Average Indices).

Indexes to be used:

PPI Title WPU06530107 PPI Commodity data for Chemicals and allied products- Agricultural chemicals and chemical products, not seasonally adjusted.

DAS SPS may request a price adjustment from Contractor in the event DAS SPS discovers that Contractor is in fact offering other customers lower prices or there has been a change in law or circumstances supporting a change. DAS SPS will send Contractor a written request with documentation, if any, to support the request.

1.7 CONTRACTOR REPORTING AND PAYMENT REQUIREMENTS

Contractor shall submit Volume Sales Reports and pay Vendor Collected Administrative Fees to DAS as described in this Section.

1.7.1 Volume Sales Reports

Contractor shall submit a Volume Sales Report (VSR) at the end of each quarter using the process described at the following link:

https://www.oregon.gov/das/Procurement/Documents/VSRandVCAFInstructions.docx

1.7.2 Vendor Collected Administrative Fee

Contractor shall remit a Vendor Collected Administrative Fee (VCAF), Pursuant to the process described at the following link:

https://www.oregon.gov/das/Procurement/Documents/VSRandVCAFInstructions.docx

The VCAF is a charge equal to two percent (2%) of Contractor’s gross total sales, less any credits, made to Authorized Purchasers during the reporting period.

Contractor’s VCAF payments MUST reference the invoice number generated by DAS.

1.8 REPRESENTATIONS AND WARRANTIES

1.8.1 Officer Status, Insurance

Contractor represents and warrants that it is not an “officer,” “employee,” or “agent” of the State, as those terms are used in ORS 30.265. Contractor represents and warrants that Contractor has obtained and will maintain during the term of this Agreement all insurance required in Exhibit C Insurance Requirements.

1.8.2 Debt Owed

https://www.oregon.gov/das/Procurement/Documents/VSRandVCAFInstructions.docx https://www.oregon.gov/das/Procurement/Documents/VSRandVCAFInstructions.docx

Contractor represents and warrants that it has no undisclosed liquidated and delinquent debt owed to the State or any agency, board, commission, department or division of the State.

1.8.3 Warranty on Materials, Design, Manufacture

Contractor represents and warrants that, unless otherwise agreed, all Goods are new, unused, current production models, and are free from defects in materials, design and manufacture. Contractor further represents and warrants that all Goods are in compliance with and meet or exceed all specifications described in Exhibit A of the Agreement.

1.8.4 Warranty on Service Standards

Contractor warrants that all Services required to be performed, if any, shall be performed in a good and workmanlike manner in accordance with standards prevalent in the industry.

1.8.5 Warranty of Title

Contractor represents and warrants that all Goods are free and clear of any liens or encumbrances, that Contractor has full legal title to the Goods, and that no other person or entity has any right, title or interest in the Goods which is superior to or infringes upon the rights granted to Authorized Purchaser under this Agreement.

1.8.6 Warranty on Safety and Health Requirements

Contractor represents and warrants that Goods provided under this Agreement comply with all applicable federal health and safety standards, including but not limited to, Occupational Safety and Health Administration (OSHA), and all Oregon safety and health requirements, including, but not limited to, those of the Oregon Consumer and Business Services Department.

1.8.7 Manufacturer Warranties

Contractor shall transfer or shall have all manufacturer warranties covering the Goods and component parts, if any, transferred to Authorized Purchaser at time of delivery at no charge.

1.8.8 Warranties are Cumulative

Contractor’s warranties provided in this Section are in addition to and not in lieu of any other warranties provided elsewhere in the Agreement. All warranties provided for in this Agreement are cumulative, will be deemed consistent and not in conflict, are intended to be given full force and effect and to be interpreted expansively to give the broadest warranty protection to Authorized Purchaser.

1.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

Contractor shall comply and shall cause all subcontractors to comply with all applicable federal, state and local laws, rules, regulations, ordinances, and executive orders applicable to this Agreement as they may be adopted or amended from time to time.

1.9.1 Noncompliant Goods

In the event of a conflict between the specifications in this Agreement and applicable federal or State law, the law prevails over the specifications. When Contractor is notified or becomes aware of any required modifications, Contractor shall immediately notify DAS SPS and Authorized Purchaser. Contractor shall make any modifications required to achieve compliance with law.

1.9.2 Recalled Goods or Components

In the event any Goods or its parts or components are recalled by a regulatory body or the manufacturer; or discovered by Contractor not to be in compliance with the applicable specifications or law, Contractor shall immediately notify Authorized Purchaser of the recall or non-compliance and shall provide copies of the notice or other documentation. Upon notification, Authorized Purchaser may elect to do any of the following:

a. Cancel any portion of the Contract

b. Reject the Goods

c. Revoke its acceptance of the Goods

d. Require Contractor to complete necessary modifications, where applicable, in a timely manner, at no charge to Authorized Purchaser

e. Terminate the Contract

In the event of rejection or revocation of acceptance under this subsection, Contractor shall promptly remove the Goods at its sole cost and expense and reimburse Authorized Purchaser for any payments made or costs incurred.

1.10 FOREIGN CONTRACTOR

If Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue all information required by that Department relative to the Contract. Authorized Purchaser may withhold final payment under the Contract until Contractor has met this requirement.

1.11 SAFETY DATA SHEET

Contractor shall provide Authorized Purchaser at time of delivery with a Safety Data Sheet (SDS) as defined by the Occupational Safety and Health Administration (OSHA) for any Goods provided under the Agreement which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. In addition, Contractor must properly label, tag or mark such Goods.

Additionally, Contractor shall deliver EPA labels and SDS information if available and as requested by Authorized Purchaser.

1.12 TIME IS OF THE ESSENCE

Time is of the essence for Contractor’s performance obligations under this Agreement.

1.13 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING

1.13.1 Contractor is an independent contractor. Although Authorized Purchaser reserves the right (i) to determine (and modify) the delivery schedule for the Goods and Services and (ii) to evaluate the quality of completed performance, Authorized Purchaser cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing any obligations required by this Agreement.

1.13.2 Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, Authorized Purchaser will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

1.14 INDEMNIFICATION

1.14.1 Contractor shall defend, save, hold harmless, and indemnify Authorized Purchaser, Agency, the State and their officers, employees and agents from and against all third party claims, suits, actions, proceedings, losses, damages, statutory penalties, liabilities, awards and costs of every kind and description (including reasonable attorney’s fees and expenses at trial, on appeal and in connection with any petition for review) (collectively, “Claim”) which may be brought or made against any Authorized Purchasers, the State, or their officers, employees or agents, arising out of or related to (i) any personal injury, death or property damage caused by any defect in the Goods or any alleged act, omission, error, fault, mistake or negligence of Contractor, its employees, agents, related to this Contract, (ii) any act or omission by Contractor that constitutes a material breach of this Contract, including without limitation any breach of warranty, or (iii) the infringement of any patent, copyright, trade secret or other proprietary right of any third party by delivery or use of the Goods. Authorized Purchaser or State shall promptly notify Contractor in writing of any claim of which Authorized Purchaser or State becomes aware.

Contractor’s obligation under this Section shall not extend to any Claim primarily caused by (i) the negligent or willful misconduct of Authorized Purchaser, or (ii) Authorized Purchaser’s modification of Goods without Contractor’s approval and in a manner inconsistent with the purpose and proper usage of such Goods.

1.14.2 The Oregon Attorney General must give written authorization to any legal counsel purporting to act in the name of, or represent the interests of, the State or 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 its officers, employees and agents, at any time when, in the State’s sole discretion, it determines (i) proposed counsel is prohibited from the particular representation contemplated; (ii) Counsel is not adequately defending or able to defend the interests of the State, its officers, employees or 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 its officers, employees, or agents under (i) and (ii) above.

1.14.3 Prompt Payments to Subcontractors

Contractor shall make prompt payments to its subcontractors supplying the Goods or Services identified for delivery under this Agreement.

1.14.3.1 “Prompt payment(s)” are Contractor’s payment(s) to its subcontractor(s) for satisfactory performance or delivery that are issued by Contractor within fifteen (15) Calendar Days of Contractor’s receipt of the related payment from Authorized Purchaser, unless a different payment schedule is otherwise agreed upon in the applicable subcontractor agreement, in which case the payment schedule in the applicable subcontractor agreement establishes “prompt payment(s).”

1.14.3.2 Prompt payment includes Contractor’s receipt of an acceptable invoice from the subcontractor.

1.14.3.3 Contractor’s prompt payment obligations do not extend to amounts that are subject to a good faith dispute between Contractor and the subcontractor.

1.14.3.4 Contractor’s invoices to Authorized Purchaser must include a written certification that Contractor is in compliance with its prompt payment obligations under this Agreement.

1.14.3.5 Contractor shall include, in each subcontract for the Services delivered under this Agreement, provisions that require the subcontractor to comply with the prompt payment obligations of this Agreement with respect to its contractors supplying the Services identified for delivery under this Agreement.

1.14.3.6 If Contractor fails to meet its prompt payment obligations under this Section, Authorized Purchaser may suspend its performance without being in default under this Agreement on written notice to Contractor, may issue a Stop Work Order under Section 2.11.2, or both.

1.15 INSURANCE

Contractor shall obtain insurance coverage as specified in Exhibit C and shall maintain the insurance throughout the term of this Agreement and all Contracts.

1.16 MISCELLANEOUS

1.16.1 Choice of Law

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

1.16.2 Designation of Forum and Consent to Jurisdiction

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

1.16.3 Amendments

No amendment to this Agreement is valid unless it is in Writing and signed by the parties.

1.16.4 Transfer

Contractor shall not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without first obtaining the written consent of DAS SPS. DAS SPS’ consent to any subcontract (or other delegation of duties) does not relieve Contractor of any of its duties or obligations under this Agreement. This Agreement is binding upon and inures to the benefit of each of the parties, and, except as otherwise provided, their permitted legal successors and assigns.

1.16.5 Counterparts

This Agreement may be executed in two or more counterparts, each of which is an original, and all of which together are deemed one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.

1.16.6 Force Majeure

Neither party is responsible for delay or default caused by an event beyond the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. DAS SPS may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of this Agreement.

In the event of any such delay, Contractor’s obligations are suspended to the extent of and for the duration of such causes. However, Contractor shall take all good faith efforts to eliminate the cause of any such delay, and upon the cessation of such cause, shall resume performance of Contractor’s obligations with all reasonable diligence. If necessary, the period for performance under this Agreement will be extended to enable Contractor, once such causes have been removed, to fulfill its obligations hereunder.

1.16.7 Notices

Except as otherwise expressly provided in this Agreement, any notices sent between the parties under this Agreement are effective only if in writing and addressed to the Price Agreement Administrators at the addresses set forth in Section 1.1 Parties. A party may change its Price Agreement Administrator upon written notice to the other party. The following methods of delivery between the parties may be used: Personal delivery, Email or United States Postal Service (USPS) with postage prepaid.

For confirmation of delivery to the recipient, sender guidelines are as follows:

When choosing Personal delivery, parties may consider their communication or notice received immediately. When choosing Email, parties may consider their communication received upon reply to email by the recipient. However, if using Email, the use of “read receipt” is not a valid form of delivery confirmation. When choosing to use USPS, parties may consider their communication received five (5) Calendar Days after the date of the mailing.

1.16.8 Intended Beneficiaries

DAS SPS and Contractor 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 will 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. Authorized Purchasers are intended beneficiaries of this Agreement.

1.16.9 Waiver

DAS SPS or Authorized Purchaser’s failure to enforce any provision of this Agreement or the waiver of any violation or nonperformance of this Agreement in one instance does not constitute a waiver by DAS SPS or Authorized Purchaser of that or any other provision nor is it a waiver of any subsequent violation or nonperformance. Such failure to enforce or waiver, if made, is effective only in the specific instance and for the specific purpose given.

1.16.10 Certification of Compliance with Tax Laws

Contractor certifies that it has complied and will comply with the tax laws of this State and the applicable tax laws of any political subdivision of this State. For the purposes of this Agreement, “tax laws” includes: (i) any state taxes administered by the Oregon Department of Revenue (DOR) under the tax laws of this state and local taxes administered by DOR under ORS 305.620; (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; (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 implemented or enforced any of the foregoing tax laws or provisions.

1.16.11 Recycling

Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled products where possible. This includes paper, “PETE” and other materials as defined in ORS 279A.010 [1][gg], [hh] and [ii].

1.16.12 Records Retention and Access

Contractor shall retain, maintain, and keep accessible all records relevant to this Agreement (“Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Agreement, whichever date is later. Financial Records must be kept in accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established in this Section, Contractor shall permit DAS SPS and its duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

1.16.13 Performance Evaluations

DAS SPS may conduct evaluations of Contractor’s performance during the term of this Agreement. DAS SPS may compile and maintain any evaluations as a written record of Contractor’s performance.

1.16.14 Reporting

This Agreement and Contract(s) of Authorized Purchaser’s will be reported to the Oregon Department of Revenue. The Department of Revenue may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including (i) garnishing Contractor’s compensation under this Agreement or any Contract or (ii) exercising a right of setoff against Contractor’s compensation under this Agreement or any Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the Department of Revenue collects debts.

1.17 OREGON FALSE CLAIMS

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

1.18 ASSIGNMENT OF ANTITRUST RIGHTS.

Contractor irrevocably assigns to the State Of Oregon any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Agreement, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's duties under this Agreement to irrevocably assign to the State of Oregon, as third party beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Agreement, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action.

1.19 ENTIRE AGREEMENT

This Agreement, together with the attached exhibits, constitutes the entire agreement between the parties and merges all prior and contemporaneous communications with respect to the subject matter.

SECTION 2: STANDARD TERMS FOR AUTHORIZED PURCHASER CONTRACTS UNDER

THIS AGREEMENT

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

Each Contract is subject to and incorporates the provisions of this Agreement and consists of the ordering instrument and the provisions in Sections 2 and 3 of this Agreement. In the event of a conflict between the ordering instrument and provisions in Sections 2 and 3, the provisions in Sections 2 and 3 take precedence.

2.2 PAYMENT

AUTHORIZED PURCHASER IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS CONTRACT.

Contractor shall look solely to Authorized Purchaser for payment of all amounts that may be due under this Contract. Subject to Authorized Purchaser’s acceptance of Goods and related Services, and approval of the invoice, payment is due from Authorized Purchaser within 45 Calendar Days after the date of the invoice.

2.3 OVERDUE CHARGES

At Contractor’s option, Contractor may assess late fees to Authorized Purchaser up to a maximum rate of two-thirds of one percent per month (8% per annum) or the maximum rate allowed by law on unpaid amounts.

2.4 PAYMENT ADDRESS

Authorized Purchaser must send payments to the address specified in the Contractor’s invoice.

2.5 INVOICES

Contractor shall invoice Authorized Purchaser only after delivery and acceptance of all Goods and related Services ordered. Contractor shall send all invoices to the address provided by Authorized Purchaser for that purpose. Contractor shall include all of the following information in each invoice:

a. Price Agreement number

b. Contract number

c. Goods and Services ordered

d. Date delivered

e. Volume or quantity of Goods delivered, and Services performed

f. The price per item of Goods and Services

g. The total amount invoiced

h. The address to which payment is to be sent

i. Authorized Purchaser’s contact information

2.6 FUNDS AVAILABLE AND AUTHORIZED

State of Oregon Authorized Purchaser’s payment obligations under this Contract are conditioned upon Authorized Purchaser receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of its reasonable administrative discretion, to meet its payment obligations under the Contract. At the time the ordering instrument was issued, Authorized Purchaser had sufficient funds available and was authorized to make payments under this Contract.

2.7 PRICES

Contractor represents all prices for Goods and related Services under the Contract are equal to or better than the prices listed in Exhibit A of the Agreement.

2.8 CANCELLATION, INSPECTIONS AND ACCEPTANCE

2.8.1 Cancellation, Rejection, Revocation

2.8.1.1 Authorized Purchaser may cancel an order in whole or in part before Goods and related Services are delivered or performed.

2.8.1.2 Authorized Purchaser has ten (10) Calendar Days from date of delivery of the entire order within which to inspect and accept or reject the Goods and related Services. Authorized Purchaser may reject the Goods or related Services. If the Goods or related Services are rejected, Authorized Purchaser shall provide Contractor with written notice of rejection. Notice of rejection must include itemization of apparent defects, including discrepancies between the Goods and related Services and the applicable specifications or warranties (including variance from demonstrations or sample characteristics where demonstrations or samples have been provided), failure to conform with the law, rules or regulations, or other reasons that the Goods or Services are nonconforming.

Notice of rejection must also specify when cure will be allowed.

2.8.1.3 Authorized Purchaser may revoke its acceptance of the Goods or Services if the Goods or Services are recalled or found to be non-compliant, fail to conform with the law or other rules or regulations, do not meet the specifications, or when found to violate any other requirements set forth in this Agreement.

2.8.2 Remedies

2.8.2.1 Authorized Purchaser may elect to have Contractor deliver substitute conforming Goods at no additional cost to Authorized Purchaser. In such an event, Contractor shall deliver substitute conforming Goods within ten (10) Calendar Days of receipt of notice of rejection.

2.8.2.2 If the Goods or Services are rejected or acceptance is revoked, Contractor shall refund any Contract payments that have been made with regard to the rejected Goods or Services and shall (at Contractor’s sole cost and expense) remove the Goods within ten (10) Calendar Days of receiving notice of rejection or revocation of acceptance.

2.8.3 Nothing contained in this Section precludes Authorized Purchaser from other remedies to which it may be entitled upon rejection or revocation of acceptance.

2.9 EVENTS OF DEFAULT

2.9.1 By Contractor

Contractor will be in default of the provisions of a Contract if:

2.9.1.1 Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

2.9.1.2 Contractor has undisclosed liquidated and delinquent debt owed to the State, Authorized Purchaser, or any agency, board, commission, department or division of the State; or

2.9.1.3 Contractor no longer holds a license or certificate that is required for

Contractor to perform Contractor’s obligations under this Contract; or

2.9.1.4 Contractor fails to comply with its obligations in Section 1.14.3, Prompt Payment, and has not cured the non-performance within thirty (30) Calendar Days of Authorized Purchaser’s written notice to cure.

2.9.1.5 Contractor violates any provision, covenant, warranty, obligation or certification or fails to perform under this Contract, provided however that Contractor may cure the default within the period specified in Authorized Purchaser’s notice of default when Authorized Purchaser determines the default is curable by Contractor.

2.9.2 By Authorized Purchaser

Authorized Purchaser will be in default of a Contract if:

2.9.2.1 Authorized Purchaser fails to pay Contractor any amount pursuant to the terms of this Contract, and Authorized Purchaser fails to cure such failure within ten

(10) Business Days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice; or

2.9.2.2 Authorized Purchaser violates any provision, covenant, warranty, or obligation or fails to perform under this Contract and such breach is not cured within ten

(10) Business Days after delivery of Contractor’s notice of breach or such longer period as Contractor may specify in such notice.

2.10 REMEDIES

2.10.1 Authorized Purchaser’s Remedies

If Contractor is in default under Section 2.9, in addition to the remedies afforded elsewhere in this Contract, Authorized Purchaser may recover any and all damages suffered as the result of Contractor’s breach, including but not limited to direct, indirect, incidental and consequential damages, as provided in ORS 72.7110 to 72.7170. Authorized Purchaser may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

2.10.1.1 Stop Work or Suspend delivery of Goods or performance of related Services as provided in Section 1.14.3; or

2.10.1.2 Termination of the Contract as provided in Section 2.9.1 or 2.9.2; or

2.10.1.3 Withholding all monies due for invoiced Goods that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively; or

2.10.1.4 Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief including, but not limited to, temporary suspension of work or permanent work stoppage until such relief has been restored to the satisfaction of the Authorized Purchaser; or

2.10.1.5 Undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Good to recover liquidated and delinquent debt owed to the State or any department or agency of the State. Offsets or garnishment may be initiated only after the Contractor has been given: i) written notice of the type and amount of the debt, the intention of the State to use administrative offset or garnishment to collect the debt, and an explanation of the debtor's rights under applicable law; and ii) the opportunity to make a written agreement to repay the debt; or

2.10.1.6 Exercise of its right of setoff and withholding of monies otherwise due and owing in an amount equal to Authorized Purchaser’s setoff without penalty to Authorized Purchaser.

2.10.1.7 Withholding of Amounts Due Subcontractors. If Contractor does not satisfy its prompt payment obligations to a subcontractor within thirty (30) Calendar Days after receiving written notice from Authorized Purchaser of Contractor’s failure to perform its prompt payment obligations, Authorized Purchaser may withhold, from any amounts otherwise payable and due to Contractor, an amount equal to _____ percent of an amount not paid to a subcontractor in accordance with Contractor’s prompt payment obligations, plus interest at ___% per annum.

2.10.1.8 Authorized Purchaser may pay, from the withheld amounts, amount due to the subcontractor plus interest. An Authorized Purchaser payment under this Section is a deduction from Authorized Purchaser’s payment obligation to Contractor under this Contract, and Contractor will have no claim against Authorized Purchaser for any amounts paid to its subcontractor under this Section.

2.10.1.9 This subsection imposes no obligation on Authorized Purchaser to withhold any sums, or to pay any sums to any subcontractor, and creates no third-party beneficiary status or right to enforce on the part of any subcontractor.

Authorized Purchaser may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

2.10.2 Contractor’s Remedies

If Authorized Purchaser terminates a Contract for its convenience, or if Authorized Purchaser is in default under Section 1.14.3 and whether or not Contractor elects to exercise its right to terminate this Contract under Section 2.9.3, Contractor’s sole remedy is:

(a) a claim against Authorized Purchaser for the unpaid purchase price for Goods delivered and related Services performed and accepted by Authorized Purchaser, (b) with respect to

Services compensable on an hourly basis, a claim for unpaid invoices, hours worked but not yet billed and authorized expenses for services completed and accepted by Authorized Purchaser, and (c) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by Authorized Purchaser, less previous amounts paid and any claim(s) which Authorized Purchaser has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Authorized Purchaser immediately upon written demand.

2.11 TERMINATION AND STOP WORK

2.11.1 By Mutual Agreement

A Contract may be terminated at any time by mutual agreement of Authorized Purchaser and Contractor.

2.11.2 Rights of Authorized Purchaser

2.11.2.1 Authorized Purchaser may, in its sole discretion, send Contractor a notice to stop work or to suspend delivery of Goods or performance of related Services for a period of up to ninety (90) Calendar Days after the date of the notice, or for any further period to which the parties may agree.

2.11.2.2 Upon receipt of the notice, Contractor shall immediately comply with the Stop- Work Order terms and take all necessary steps to minimize the incurrence of costs allocable to the work affected by the Stop Work Order notice. Within a period of ninety (90) Calendar Days after issuance of the written notice, or within any extension of that period to which the parties have agreed, Authorized Purchaser will either cancel or modify the Stop Work Order by supplementary written notice and amend the Contract; or terminate the work the Contract.

2.11.2.3 Authorized Purchaser may, in its sole discretion, terminate a Contract for convenience upon thirty (30) Calendar Days prior written notice.

2.11.2.4 Authorized Purchaser may terminate a Contract immediately upon notice to Contractor, or at such later date as Authorized Purchaser may establish in such notice, upon the occurrence of any of the following events: (a) Authorized Purchaser fails to receive funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of its reasonable administrative discretion, to meet its payment obligations under a Contract; (b) federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Goods by Authorized Purchaser under the Agreement is prohibited, or Authorized Purchaser is prohibited from paying for such Goods from the planned funding sources; or (c) Contractor is in default of the Contract under Section 1.14.3 and has failed to cure the default. Upon receipt of written notice of termination, Contractor shall stop performance under the Contract if, and as, directed by Authorized Purchaser.

2.11.3 Rights of the Contractor

Contractor may terminate a Contract upon thirty (30) Calendar Days prior written notice to the Authorized Purchaser, if Authorized Purchaser is in default of a Contract as described in Section 1.14.3.

2.12 ORDERING ACKNOWLEDGEMENTS

The parties acknowledge and agree other than designation of order quantities, types of Goods and related Services, delivery destination, dates of order, and scheduled delivery of other performance, any purchase orders or acknowledgement documents are simply for the convenience of the parties to initiate or confirm an order of Goods and related services under this Contract and no other terms or conditions contained in those documents are of any force, effect or are binding upon the parties.

2.13 SURVIVAL

The following provisions survive termination or expiration of this Contract: Sections 2.8, 2.9.1, 2.9.2, 2.20, 2.23, 2.24, 2.26, 2.27; “TAIL COVERAGE” as defined in Exhibit B, and Insurance.

2.14 MERGER CLAUSE; AMENDMENT; WAIVER

This Contract constitutes the entire agreement between Contractor and Authorized Purchaser on the subject matter of this Contract. There are no understandings, agreements, or representations, oral or written, not specified in this Contract on the subject matter. No amendment of this Contract is valid unless it is in writing and signed by the parties. No waiver or consent is effective unless in writing and signed by the party against whom it is asserted.

Waivers and consents are effective only in the specific instance and…