Att A - Sample Price Agreement S-10700-00001042 v3~2.docx

S-10700-00001042 – Cut Sheet White Copier Paper for Color Copier, Cut Sheet Colored Copier Paper, Cut Sheet White Copier Paper and Roll Stock Paper ATTACHMENT A – Revision 1

STATE OF OREGON

PRICE AGREEMENT [PA NUMBER]

FOR

Cut Sheet white copier paper for color copier, cut sheet colored copier paper, cut sheet white copier paper and roll stock paper

BETWEEN

STATE OF OREGON, DEPARTMENT OF ADMINISTRATIVE SERVICES, ENTERPRISE GOODS AND SERVICES, PROCUREMENT SERVICES (“DAS PS”) ON BEHALF OF THE DEPARTMENT OF ADMINISTRATIVE SERVICES, ENTERPRISE GOODS AND SERVICES, PUBLISHING AND DISTRIBUTION

AND

[CONTRACTOR NAME]

This Price Agreement (“Agreement’) is between the State of Oregon, acting by and through the Department of Administrative Services, Enterprise Goods and Services, Procurement Services, (“DAS PS”) on behalf of the Department of Administrative Services, Enterprise Goods and Services, Publishing and Distribution (“Agency”) and [insert Contractor’s name], a [insert state of incorporation] (“Contractor”).

1. Agreement

PARTIES

The only parties to this Agreement are DAS PS and Contractor.

Agency may purchase goods (“Goods”) and related services, as specified in Exhibit A by issuing ordering instruments that create and become part of separate contracts (“Contracts”). The only parties to Contracts created by ordering instruments are the applicable Agency and Contractor. DAS PS is an intended beneficiary of each Contract created by an ordering instrument.

Definitions “Agency” means the Department of Administrative Services, Enterprise Goods and Services, Publishing and Distribution.

"Contract" means the entire agreement between the Contractor and Agency, comprised of a signed Purchase Order and this Agreement, including any exhibits and amendments.

“Department of Administrative Services – Procurement Services (DAS PS)” means the agency with central procurement authority acting on behalf of the State of Oregon.

"Goods" means the individual items described in Exhibit A.

"Price Agreement" or “Agreement” means this agreement between the Contractor and DAS PS under which the Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of Agency.

“Protected Class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age.

"Purchase Order" means the ordering instrument between Agency and Contractor substantially in the form attached as Exhibit B.

"Services" means the services that are related to and incidental to the purchase of Goods, if any, described in Exhibit A to be performed by Contractor under the Contract.

"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.

Term of Agreement The initial term of this Agreement begins on the date this Agreement has been signed by DAS PS and Contractor and all required approvals have been obtained (the “Effective Date”) and expires September 30, 2024, unless sooner terminated or extended as provided in this Agreement. The parties may extend this Agreement by mutual agreement. All extensions will be executed by amendment to the Agreement. The initial term and all extension terms are collectively referred to as the “Term” of this Agreement.

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

DAS PS Right to Terminate for Convenience. DAS PS may, in its sole discretion, terminate this Agreement, in whole or in part, for any reason upon 30 calendar days written notice to Contractor.

Once this Agreement is terminated, Contractor shall not accept new Contracts or Purchase Orders.

Termination of this Agreement does not terminate the rights or obligations of any party to a Contract executed before termination of this Agreement.

Termination of this Agreement terminates Contracts or “blanket” Purchase Orders in which the Contractor is not legally required to deliver specific quantities of Goods at specific times.

ORDERING instruments Agency may order Goods and Services during the Term of this Agreement using an ordering instrument:

a) Threshold. Agency 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, Agency must obtain all other necessary approvals, including, but not limited to, legal sufficiency approval, as may be required.

b) Agency may use either of the following as ordering instruments:

i) The DAS PS approved Purchase Order form attached as Exhibit B; or

ii) Another approved electronic ordering method.

Unless expressly authorized by DAS PS in writing, Contractor shall not accept a different type of ordering instrument from Agency.

c) To be effective, the ordering instrument must include all of the following:

i) Language stating that the ordering instrument is submitted under this Agreement (and include the Agreement reference number from the Agreement coversheet).

ii) The specific Goods and Services and quantity of each item ordered.

iii) The net price.

iv) The requested delivery schedule.

v) The delivery location(s).

vi) The invoicing address.

vii) Agency’s Authorized Representative and relevant contact information, including an e-mail address or fax number.

A Contract created by an ordering instrument consists only of the terms specified or required by this Agreement. Additional, different or conflicting terms and conditions in any Purchase Order(s) or any other ordering instrument of either Agency or the Contractor shall not vary the terms of this Agreement. Contractor’s online ordering terms and conditions do not change the Agreement terms and conditions.

Subject to the provisions of this Agreement, Contractor shall accept ordering instruments from Agency that comply with the provisions of this Agreement until this Agreement 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.

An ordering instrument is deemed accepted by Contractor unless Contractor rejects an ordering instrument within 3 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.

Accepted ordering instruments establish separate Contracts between Agency and Contractor and include the terms set forth in Sections 2 and 3.

Nothing in this Agreement obligates any Agency to place any ordering instrument.

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

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

Contractor and DAS PS may agree to lower prices for Goods and Services. Those lower prices apply only to the specific Contract between Contractor and Agency.

Price Decrease: Agency shall be given the immediate benefit of any price decrease Contractor offers to any other customer. Contractor shall promptly notify DAS PS of the amount and effective date of each decrease. This decrease applies to orders placed on or after the effective date of the decrease. Invoices must reflect prices in effect on the date Agency’s Purchase Order document was written.

Should such decreased prices again increase during the term of the Price Agreement, including extensions, DAS PS shall honor the increase if acceptable documentation verifying the increase is submitted to DAS PS. DAS PS shall determine what constitutes acceptable documentation.

Price Increase: Commencing on the one-year anniversary of the Contract Effective Date, Contractor may request price increases from DAS PS, which shall not be made more often than once per calendar quarter per mill. Contractor must submit any such request to DAS PS in writing. The request must show all proposed increases by line item and include supporting documentation acceptable to DAS PS. DAS PS may require Contractor to provide U.S. Bureau of Labor Statistics Producer Price Index or Consumer Price Index data or any other relevant manufacturer or industry data substantiating the increase. However, Contractor shall not request any price increase that produces a higher profit margin for Contractor than at the beginning of the initial term of the Contract.

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.

Miscellaneous Choice of Law The laws of the State of Oregon (without giving effect to its conflicts of law principles), including the Uniform Commercial Code as adopted in Oregon (ORS chapter 72, et seq), govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

Venue and 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. Contractor 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. Nothing in these provisions will be construed as a waiver of State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to proceedings or consent to jurisdiction of any court.

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

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 PS. DAS PS’ 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.

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.

Force Majeure Neither party is responsible for delay or default caused by an unanticipated risk such as fire, riot, and acts of God or war, or by any other cause not within 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 PS 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.

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 Contract Administrators at the addresses set forth below. A party may change its Contract 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) days after the date of the mailing.

Intended Beneficiaries DAS PS 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. Agency is an intended beneficiary of this Agreement.

Waiver The failure of DAS PS 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 PS 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.

Certification of Compliance with Tax Laws By signature on this Agreement, Contractor certifies that it has complied with the tax laws of this State and the applicable tax laws of any political subdivision of this State. Contractor shall, throughout the duration of this Agreement and any Contract and any extensions thereof, comply with all tax laws of this State and all applicable tax laws of any political subdivision of this State. For the purposes of this Section, “tax laws” includes: (i) All tax laws of this State, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, 318 and 319; (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.

Any failure to comply with the provisions of this subsection constitutes a material breach of this Agreement and any Contract. Any failure to comply entitles DAS PS or Agency to terminate this Agreement or Contract, as applicable and to pursue and recover any and all damages that arise from the breach and the termination of this Agreement or Contract, and to pursue any or all of the remedies available under this Agreement or Contract, at law, or in equity, including but not limited to:

Termination of this Agreement or Contract, as applicable, in whole or in part;

Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State’s or Agency’s setoff right, without penalty; and Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. DAS PS or Agency may recover any and all damages suffered as the result of Contractor's breach of this Agreement or Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing replacement Goods or Services.

Recycling Contractor shall, to the maximum extent 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].

Reporting This Agreement and Contract(s) of Agency 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 the Contractor’s compensation under this Agreement or Contract or (ii) exercising a right of setoff against Contractor’s compensation under this Agreement or 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.

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.

Standard Terms for Contracts Under This Agreement

CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

The Contract 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.

PAYMENT

Contractor shall look solely to Agency for payment of all amounts that may be due under a Contract. AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER A CONTRACT. Subject to Agency’s acceptance of Goods, payment is due from Agency within 30 calendar days after the date of the invoice.

OVERDUE CHARGES

Contractor may assess overdue account charges to Agency up to a maximum rate of two-thirds of one percent per month (8% per annum) or the maximum allowed by law on any amounts due, but unpaid 45 days after the date of the invoice.

PAYMENT ADDRESS

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

INVOICES

Contractor shall invoice Agency only after delivery of all Goods and Services ordered. Contractor shall send all invoices to the address provided by Agency for that purpose. Contractor shall include all of the following in its invoice:

Price Agreement number Ordering instrument number Goods and related Services ordered Date delivered Volume or quantity of Goods delivered and related services requested The price per item of Goods and related Services The total amount invoiced The address to which payment is to be sent

FUNDS AVAILABLE AND AUTHORIZED

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

PRICES

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

CANCELLATION, INSPECTIONS AND ACCEPTANCE

Agency may cancel an order in whole or in part before Goods and Services described are delivered or performed. Agency has ten (10) calendar days from date of delivery of the Goods or performance of the Services within which to inspect and accept or reject the Goods or Services, or both. If the Goods or Services, or both, are rejected, Agency shall provide Contractor with written notice of rejection. Notice of rejection must include itemization of apparent defects, including but not limited to (i) discrepancies between the Goods and Services and the applicable specifications or warranties (including variance from demonstrations or sample characteristics where demonstrations or samples have been provided), or (ii) otherwise nonconforming Goods (including late delivery) and Services. Notice of rejection must also specify when cure will be allowed.

Agency may elect to have Contractor deliver substitute conforming Goods at no additional cost to Agency. In such an event, Contractor shall deliver substitute conforming Goods within ten (10) calendar days of receipt of notice of rejection.

If the Goods and Services are rejected or acceptance is revoked, Contractor shall refund any Contract payments that have been made with regard to the rejected Goods and 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.

Nothing contained in Section 2.20 precludes Agency from other remedies to which it may be entitled upon rejection or revocation of acceptance.

REPRESENTATIONS AND WARRANTIES

Officer Status Contractor represents and warrants that it is not an “officer,” “employee,” or “agent” of Agency, as those terms are used in ORS 30.265.

Insurance Contractor represents and warrants that Contractor has obtained and will maintain during the term of this Contract all insurance required by the Agreement.

Debt Owed 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.

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 in Exhibit A to the Price Agreement.

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 Agency under this Price Agreement.

Manufacturer Warranties Contractor shall have all manufacturer warranties covering the Goods and component parts, if any, transferred to Agency at time of delivery at no charge.

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 PRICE AGREEMENT. All warranties provided for in this PRICE AGREEMENT are cumulative, are 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 Agency.

COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

Contractor shall comply with all federal, State and local laws, regulations, and ordinances applicable to this Agreement or any Contract as they may be adopted or amended from time to time.

NONCOMPLIANT GOODS

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

RECALLED GOODS OR COMPONENTS

In the event any Goods or component parts 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 DAS PS and Agency of the recall or non-compliance and shall provide copies of the notice or other documentation. Upon notification, Agency may elect to do any of the following:

Cancel any portion of the ordering instrument.

Reject the Goods.

Revoke its acceptance of the Goods.

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

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 Agency for any payments made.

FOREIGN CONTRACTOR

If the amount of the Contract exceeds ten thousand dollars ($10,000), and 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. Agency may withhold final payment under the Contract until Contractor has met this requirement.

SAFETY DATA SHEET

Contractor shall provide Agency 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 Agency.

TIME IS OF THE ESSENCE

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

FORCE MAJEURE

Neither Agency nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Agreement or any Contract. DAS PS may terminate this Agreement upon written notice to Contractor after reasonably determining that such delay or default will likely prevent successful performance of the Agreement, and Agency may terminate a Contract upon written notice to Contractor after reasonably determining that such delay or default will likely prevent successful performance of the Contract.

Independent Contractor Status; Responsibility for Taxes and Withholding Contractor is an independent contractor. Although Agency reserves the right (i) to determine (and modify) the delivery schedule for the Goods and (ii) to evaluate the quality of completed performance, Agency 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 Price Agreement.

Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Agreement or any Contract and, unless Contractor is subject to backup withholding, Agency 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 Agreement or any Contract, except as a self-employed individual.

INDEMNIFICATION

Contractor shall defend, save, hold harmless, and indemnify Agency, DAS PS, and 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 Agency, DAS PS, 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.

Agency, DAS PS, or State shall promptly notify Contractor in writing of any claim of which Agency, DAS PS, 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 Agency, or (ii) Agency’s modification of Goods without Contractor’s approval and in a manner inconsistent with the purpose and proper usage of such Goods.

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, 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.

EVENTS OF DEFAULT

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

Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or Contractor has undisclosed liquidated and delinquent debt owed to the State or any agency, board, commission, department or division of the State; or Contractor no longer holds a license or certificate that is required for Contractor to perform Contractor’s obligations under this Contract; or Contractor violates any provision, covenant, warranty, obligation or certification or fails to perform under this Price Agreement, provided however that Contractor may cure the default within thirty (30) calendar days of the notice or the period specified in DAS PS’ notice of default when DAS PS determines the default is curable by Contractor.

By Agency Agency will be in default of a Contract if:

Agency fails to pay Contractor any amount pursuant to the terms of this Price Agreement, and Agency 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 Agency violates any provision, covenant, warranty, or obligation or fails to perform under this Price Agreement and such breach is not cured within thirty (30) calendar days after delivery of Contractor’s notice of breach or such longer period as Contractor may specify in such notice.

REMEDIES

Agency’s Remedies If Contractor is in default under Section 2.20.1, in addition to the remedies afforded elsewhere in this Price Agreement, Agency 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. Agency may, at its option, pursue any or all of the remedies available to it under this Price Agreement and at law or in equity, including, but not limited to:

Termination of the Contract as provided in Section 2.22; or 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 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 Agency; or 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., provided, however, 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 Exercise of its right of setoff and withholding of monies otherwise due and owing in an amount equal to Agency’s setoff without penalty to Agency.

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

Contractor’s Remedies If Agency terminates a Contract, or if Agency is in default under Section 2.20.2 and whether or not Contractor elects to exercise its right to terminate a Contract under Section 2. 22.3, Contractor’s sole remedy is: (a) A claim against Agency for the unpaid purchase price for Goods delivered and Services performed and accepted by Agency, (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 Agency, 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 Agency, less previous amounts paid and any claim(s) which Agency has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Agency immediately upon written demand.

TERMINATION

By Mutual Agreement A Contract may be terminated at any time by mutual agreement of Agency and Contractor.

Rights of Agency

2.21.2.1 Agency may, in its sole discretion, terminate a Contract for convenience upon thirty (30) calendar-days prior written notice.

2.21.2.2 Agency may terminate a Contract immediately upon notice to Contractor, or at such later date as Agency may establish in such notice, upon the occurrence of any of the following events: (a) Agency fails to receive funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, 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 Agency under the Agreement is prohibited, or Agency is prohibited from paying for such Goods from the planned funding sources; or (c) Contractor is in default of the Contract under Section 2.19.1 and has failed to cure the default.

2.21.2.3 Upon receipt of written notice of termination, Contractor shall stop performance under the Contract if, and as, directed by Agency.

Rights of the Contractor Contractor may terminate a Contract upon thirty (30) calendar-days prior written notice to Agency, if Agency is in default of a Contract as described in Section 2.19.2.

ACCESS TO RECORDS

Contractor shall retain, maintain, and keep accessible all 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 Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will be kept in accordance with GAAP. During the record-retention period established in this Section, Contractor shall permit DAS PS, Agency, their duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

NOTICES

Except as otherwise expressly provided in this Agreement or a Contract, any notices sent between the Agency and Contractor are effective only if in writing and addressed to the assigned Authorized Representatives of both parties as designated in the Agreement or in a Contract. A party may change its Authorized Representative upon written notice to the other party. The following methods of delivery 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 parties choose to use USPS, parties may consider their communication received five (5) days after the date of the mailing.

ORDERING ACKNOWLEDGEMENTS

The parties acknowledge and agree other than designation of order quantities, types of Goods, 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 under a Contract and no other terms or conditions contained in those documents are of any force, effect or are binding upon the parties.

GOVERNING LAW

This Price Agreement is governed by, construed and enforced in accordance with the laws of the State of Oregon, including the Uniform Commercial Code as adopted in Oregon (ORS chapter 72 et seq) without regard to principles of conflicts of laws.

VENUE; CONSENT TO JURISDICTION

State Contract Venue; Consent to Jurisdiction Any Claims between a State Agency and Contractor arising from or relates to this Agreement or any Contract must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it will 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 AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein will 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 consent to jurisdiction of any court.

SURVIVAL

The following provisions survive termination or expiration of this Contract: Sections 2.8, 2.9.1, 2.9.2, 2.21, 2.24, 2.25, 2.27; and “TAIL COVERAGE” as defined in Exhibit C, Insurance.

SEVERABILITY

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS

Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval of DAS PS. Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of Agency. Further, no such written approval relieves Contractor of any obligations under the Agreement or a Contract, and any assignee, transferee, or delegate will be considered the agent of Contractor. The provisions of this Agreement and all Contracts are binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns.

MERGER CLAUSE AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between Contractor and DAS PS on the subject matter of this Agreement. This Contract constitutes the entire agreement between Contractor and Agency on the subject matter. There are no understandings, agreements, or representations, oral or written, not specified in this Agreement or in the Contract on the subject matter. No amendment of this Agreement or a 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 for the specific purpose given. The failure of DAS PS or Agency to enforce any provision of this Agreement or a Contract, respectively, is not a waiver by DAS PS or Agency of that or any other provision.

CERTIFICATIONS

The undersigned represents Signee is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Agreement and to execute this Agreement on behalf of Contractor;

Contractor is bound by and will comply with all requirements, specifications, and terms contained in this Agreement;

Contractor will furnish the Goods in accordance with Contracts under this Agreement; and Contractor shall furnish federal identification number or social security number under a separate document.

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

Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 or against a business enterprise that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontracts, and that Contractor is not in violation of any nondiscrimination laws.

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 Agreement, to maintain the policy and practice in force during the entire Agreement term.

Contractor complies with ORS 652.220 and does 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. Contractor’s continuing compliance constitutes a material element of this Agreement and a failure to comply constitutes a default entitling DAS PS to terminate this Agreement for cause. Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

SIGNATURES

Contractor, by execution of this Price Agreement, hereby acknowledges that Contractor has read this Price Agreement, understands it, and agrees to be bound by its terms and conditions.

Contractor Contractor’s Name: ______________________________________________________ Authorized Signature and Date: ____________________________________________________ Printed Name and Title: ___________________________________________________________________________________ Administrative Contact (also referred to as Contract Administrator – Type or Print):

Telephone Number of Administrative Contact: (______) _________________________ Email Address of Administrative Contact: ____________________________________

Mailing Address of Administrative Contact:

DAS PS

Authorized Signature and Date: __________________________________________________________________________ Printed Name and Title: Keri Ashford, State Procurement Analyst Telephone Number: (971) 349-2399 Mailing Address:

1225 Ferry Street SE Salem, OR 97301 Agency Authorized Signature and Date: __________________________________________________________________________ Printed Name and Title: Tim Hendrix, State Printer Administrative Contact (also referred to as Contract Administrator – Type or Print):

Name: Rhonda Charles Telephone Number of Administrative Contact: (_503) 373-1236 Email Address of Administrative Contact: rhonda.charles@das.oregon.gov

Mailing Address of Administrative Contact:

550 Airport Rd. SE Suite A Salem, OR 97301-6084

Approved pursuant to ORS 291.047:

By: Karen Johnson, Senior Assistant Attorney General via email dated 4/26/2022

Matter Number: 107115-GF1125-21

EXHIBIT A

DESCRIPTION OF THE GOODS AND PRICES

The pricing for this Agreement is in U.S. funds.

1: GENERAL PROVISIONS

2: SPECIFICATIONS

Elemental Chlorine-Free: All paper offered shall be, at a minimum, elemental chlorine-free processed. All paper offered that contains virgin fiber must have been processed without any chlorine or chlorine-based chemicals. All paper offered that contains recycled fibers must not have been re-bleached with chlorine-containing compounds.

Post-Consumer Recovered Fiber Materials: All recycled paper offered shall contain the minimum post-consumer recovered fiber material content. The minimum post-consumer recovered fiber material content is: 30%.

Mill Certification: Proposer shall also provide mill certification with the Proposal that clearly demonstrates: (i) that all paper offered is lignin-free; (ii) the type(s) of bleaching utilized in the manufacturing process; and (iii) the post-consumer recovered fiber material content. Failure to comply may result in Proposal rejection.

Recycled –vs- Virgin: Some paper stocks listed in Exhibit A may not be offered in recycled paper. For paper that is not available as recycled, it is acceptable to bid virgin stock. Trial cartons may be requested.

All paper shall be such as to ensure satisfactory continuous operation over various makes and kinds of high-speed digital color printers.

Packaging Requirements: Contractor shall package the cut sheet paper as follows: All paper to be ream / package wrapped in paper wrapping only, and shipped in two-piece cartons that are reusable, returnable or recyclable. Contractor shall ship full manufacturer case and pallet quantities when orders for even case and pallet quantities are placed. In the event Agency orders less than full case quantities, Contractor shall fill shipping containers with minimum packaging materials necessary to ensure safe, damage-free shipment. Contractor shall not use any decorative packaging, including decorative packaging used for display or retail sales, and shall eliminate to the maximum extent possible the use of blister packs. Roll stock paper: Rolls should be shipped with core plugs and wrapped in a protective moisture barrier. At the time of this solicitation, rolls need to be upright, two (2) to a pallet.

Labeling requirements: Contractor shall clearly label all cartons with the following information: Vendor Paper Type, Paper Color, Paper Size, Paper Weight, and Quantity packaged in carton.

Packing slip: A copy of the packing slip, identifying all contents and agency purchase order number, shall accompany all shipments.

Curing: All paper must be cured.

Processing: All paper must meet requirements for processing on high-speed digital color printers.

3: DELIVERY

Contractor shall deliver goods anytime between 8:30 am and 3:30 pm (Pacific Time), Monday through Friday, excluding State or Oregon holidays as provided in ORS 187.010.

4. DELIVERY LOCATION

Publishing and Distribution Print Plant Building 550 Airport Road SE Salem, OR 97301

EXHIBIT B

PAGE #

Authorized Purchaser’s Authorized Representative

Purchase Order Date

Requisition No.

Contractor Name and Address

Authorized Purchaser’s Invoicing Address

Contractor FEIN

Price Agreement number

Authorized Purchaser’s Authorized Representative Email Address

Deliver to Address

Authorized Purchaser’s Authorized Representative Phone and Fax Number

Delivery…