ATTACHMENT A-SAMPLE PRICE AGREEMENT.pdf

PDF 497 KB Posted Sep 9, 2025

Attached to: Swiss Webster Mice
Solicitation number: S-60300-00014493
Issued by: Clackamas County, Oregon

About this file

Written by GovTribe AI · Dec 1, 2025

Summary

This is a Sample Price Agreement document between the State of Oregon, acting through the Oregon Department of Agriculture, and a contractor for the supply of Swiss Webster mice to the Laboratory Services facility located in Wilsonville, Oregon. The agreement establishes a price agreement structure for the provision of healthy Swiss Webster mice within a specific weight range of 17.0–19.0 grams, with Wednesday deliveries required. The initial term of the agreement runs from the effective date through September 30, 2030, with an option for the Agency to extend the agreement for additional terms, provided written notice is issued no later than 30 calendar days before expiration of the then-current term. The total contract term, including all possible extensions, shall not exceed 10 years. The Agency may terminate the agreement for convenience upon 30 calendar days' written notice, or may terminate immediately upon specified events including failure to receive funding, changes in applicable law, or contractor default. Contractors must meet technical specifications requiring mice to yield a conversion factor meeting current laboratory standards of 0.209 +/- 20% MU (mouse units) following the National Shellfish Sanitation Program Mouse Bioassay for Paralytic Shellfish Poisoning (PSP).

Pricing is structured on a tiered basis according to quantity: each mouse costs a specified amount for quantities 1–40, quantities 41–69, and quantities 70–99, though specific prices are not populated in this sample document. Contractor may request price increases no more frequently than twice during the agreement term, with requests submitted in writing at least 60 calendar days before the proposed effective date and supported by relevant documentation such as U.S. Bureau of Labor Statistics data. Conversely, any price decreases offered to other customers must be immediately provided to the Agency. The contractor must maintain comprehensive insurance coverage including Workers' Compensation, Commercial General Liability with minimum limits of $1,000,000 per occurrence and $2,000,000 annual aggregate, and must provide Certificates of Insurance naming the State of Oregon as an additional insured. Payment from the Agency is due within 45 calendar days after invoice, and the contractor is required to retain all records relevant to the contract for a minimum of six years following expiration or termination, or until conclusion of any audit or litigation, whichever is later. The contractor must comply with all applicable federal, state, and local laws, maintain a written policy preventing sexual harassment and discrimination, and comply with prompt payment obligations to any subcontractors within 15 calendar days of receiving payment from the Agency.

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File	Type	Posted
CLOUD SDS SOLE SOURCE PUBLIC NOTICE.pdf	PDF	Sep 9, 2025
EXHIBIT B to Att. A.pdf	PDF	Sep 9, 2025
ITB-SWISS WEBSTER MICE.pdf	PDF	Sep 9, 2025

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DAS Procurement Services, Version 2.0 – June 3, 2021 Page 1 of 27

ATTACHMENT	A
SAMPLE	PRICE	AGREEMENT

STATE OF OREGON

PRICE AGREEMENT [TBD]

FOR

SWISS WEBSTER MICE

BETWEEN

OREGON DEPARTMENT OF AGRICULTURE

Price Agreement Contract Administrator: Heather Hawes, Procurement & Contract Specialist

Address:		635	Capitol	St.	NE
	Salem	OR.	97301
Phone:	503-551-0465
Email:		heather.hawes@oda.oregon.gov

AND

[CONTRACTOR NAME]

Contract	Administrator:	[Name,	Title]
Address:	[Street	Address]
Phone:				[Phone]
Email:		[Email]

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 2 of 27

TABLE	OF	CONTENTS
AGREEMENT	......................................................................................................................................	4

1.1 PARTIES	.................................................................................................................................................................................................................................................	4
1.2 DEFINITIONS	......................................................................................................................................................................................................................................	4
1.3 TERM	OF	AGREEMENT	................................................................................................................................................................................................................	4
1.4 TERMINATION	OF	AGREEMENT	...........................................................................................................................................................................................	5
1.5 ORDERING	INSTRUMENTS	........................................................................................................................................................................................................	5
1.6 PRICES	....................................................................................................................................................................................................................................................	6
1.7 INSURANCE	.........................................................................................................................................................................................................................................	6
1.8 MISCELLANEOUS	.............................................................................................................................................................................................................................	7

STANDARD	TERMS	FOR	CONTRACTS	UNDER	THIS	AGREEMENT	............................	10
2.1 CONTRACT	DOCUMENTS;	ORDER	OF	PRECEDENCE	.............................................................................................................................................	10
2.2 PAYMENT	..........................................................................................................................................................................................................................................	10
2.3 OVERDUE	CHARGES	...................................................................................................................................................................................................................	10
2.4 PAYMENT	ADDRESS	...................................................................................................................................................................................................................	10
2.5 INVOICES	............................................................................................................................................................................................................................................	10
2.6 PRICES	.................................................................................................................................................................................................................................................	11
2.7 CANCELLATION,	INSPECTIONS	AND	ACCEPTANCE	...............................................................................................................................................	11
2.8 REPRESENTATIONS	AND	WARRANTIES	......................................................................................................................................................................	11
2.9 COMPLIANCE	WITH	APPLICABLE	LAWS	AND	STANDARDS	............................................................................................................................	13
2.10 FOREIGN	CONTRACTOR	..........................................................................................................................................................................................................	13
2.11 SAFETY	DATA	SHEET	.................................................................................................................................................................................................................	13
2.12 TIME	IS	OF	THE	ESSENCE	........................................................................................................................................................................................................	14
2.13 FORCE	MAJEURE	...........................................................................................................................................................................................................................	14
2.14 FUNDS	AVAILABLE	AND	AUTHORIZED	.........................................................................................................................................................................	14
2.15 INDEPENDENT	CONTRACTOR	STATUS;	RESPONSIBILITY	FOR	TAXES	AND	WITHHOLDING	....................................................	14
2.16 INDEMNIFICATION	.....................................................................................................................................................................................................................	14
2.17 EVENTS	OF	DEFAULT	................................................................................................................................................................................................................	15
2.18 REMEDIES	.........................................................................................................................................................................................................................................	16
2.19 TERMINATION	AND	STOP	WORK	......................................................................................................................................................................................	17
2.20 ACCESS	TO	RECORDS	.................................................................................................................................................................................................................	18
2.21 NOTICES	.............................................................................................................................................................................................................................................	18
2.22 ORDERING	ACKNOWLEDGEMENTS	.................................................................................................................................................................................	18
2.23 GOVERNING	LAW	.........................................................................................................................................................................................................................	19
2.24 VENUE;	CONSENT	TO	JURISDICTION	...............................................................................................................................................................................	19
2.25 SURVIVAL	..........................................................................................................................................................................................................................................	19
2.26 SEVERABILITY	................................................................................................................................................................................................................................	19
2.27 ASSIGNMENTS,	SUBCONTRACTS,	AND	SUCCESSORS	............................................................................................................................................	19
2.28 MERGER	CLAUSE;	AMENDMENT;	WAIVER	.................................................................................................................................................................	20
2.29 ASSIGNMENT	OF	ANTITRUST	RIGHTS	...........................................................................................................................................................................	20
2.30 OREGON	FALSE	CLAIMS	...........................................................................................................................................................................................................	21

SPECIAL TERMS FOR CONTRACTS UNDER THIS AGREEMENT

SIGNATURE	OF	CONTRACTOR’S	DULY	AUTHORIZED
REPRESENTATIVE	..................................................................................................................................................	21

SIGNATURE OF AGENCY

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 3 of 27

LIST OF EXHIBITS

EXHIBIT A DESCRIPTION OF THE GOODS AND PRICES

EXHIBIT B PURCHASE ORDER FORM

EXHIBIT C INSURANCE REQUIREMENTS

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 4 of 27

This

Price

Agreement

(“Agreement’)

between

the

State

Oregon,

acting

and

through

Oregon

Department

Agriculture],

(“Agency”)

and

[insert

Contractor’s

name],

[insert

state

incorporation]

(“Contractor”).

AGREEMENT

1.1 PARTIES

The only parties to this Agreement are Agency and Contractor.

1.2 DEFINITIONS

“Agreement”

"Price

Agreement"

means

this

agreement

between

Contractor

and

Agency

under

which

Contractor

agrees

hold

prices,

terms

and

conditions

firm

for

specified

period

time

for

the

benefit

Agency.

“Business

Day”

means

Monday

through

Friday,

8:00

a.m.

5:00

p.m.,

Pacific

Time,

excluding

State

Oregon

holidays

and

business

closure

days.

“Calendar Day” means contiguous days.

"Contract"

means

the

entire

agreement

between

Contractor

and

Agency,

comprised

signed

Purchase

Order

and

this

Price

Agreement,

including

any

exhibits

and

amendments.

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

“Protected

Class”

means

group

persons

distinguished

race,

color,

religion,

sex,

sexual

orientation,

national

origin,

marital

status,

veteran

status,

disability

age.

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

"Services"

means

the

services,

any,

described

Exhibit

performed

Contractor

under

Contract

that

are

incidental

the

purchase

Goods.

"Specifications"

means

the

specific

attributes

the

Goods

purchased

Services

provided,

any,

described

Exhibit

"State" means the State of Oregon.

1.3 TERM OF AGREEMENT

The

initial

term

this

Agreement

begins

the

date

this

Agreement

has

been

signed

Agency

and

Contractor

and

all

required

approvals

have

been

obtained

(the

“Effective

Date”)

and

ends

09/30/2030

unless

sooner

terminated

extended

provided

this

Agreement.

Agency

has

the

option

extend

this

Agreement

for

additional

term(s).

Agency

must

send

Contractor

written

notice

exercising

its

option

extend

later

than

Calendar

Days

before

the

expiration

the

then-current

term.

The

initial

term

and

all

extension

terms

are

collectively

referred

the

“Term”

this

Agreement

and

shall

not

exceed

years.

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 5 of 27

1.4 TERMINATION OF AGREEMENT

1.4.1 Parties’

Right

Terminate

Mutual

Consent.

This

Agreement

may

terminated

any

time

mutual

written

consent

Agency

and

Contractor.

1.4.2 Agency

Right

Terminate

for

Convenience.

Agency

may,

its

sole

discretion,

terminate

this

Agreement,

whole

part,

for

any

reason

upon

Calendar

Days

written

notice

Contractor.

1.4.3 Effect of Termination.

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

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

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

1.5 ORDERING INSTRUMENTS

1.5.1 A

Contract

created

ordering

instrument

consists

only

the

terms

specified

required

this

Agreement.

Additional,

different

conflicting

terms

and

conditions

any

Purchase

Order(s)

any

other

ordering

instrument

either

Agency

the

Contractor

shall

not

vary

the

terms

this

Agreement.

Unless

otherwise

expressly

agreed,

Contractor’s

online

ordering

terms

and

conditions

will

not

change

the

terms

and

conditions

this

Agreement

any

Contract.

1.5.2 Subject

the

provisions

this

Agreement,

Contractor

shall

ordering

instruments

from

Agency

that

comply

with

the

provisions

this

Agreement

until

this

Agreement

terminates.

Contractor

may,

but

not

required

to,

ordering

instrument

requesting

delivery

schedule

less

than

any

minimum

lead

time,

any,

specified

Exhibit

1.5.3 An

ordering

instrument

deemed

accepted

Contractor

unless

Contractor

rejects

ordering

instrument

within

Business

Days

after

received.

Contractor

may

reject

ordering

instrument:

using

the

same

means

were

used

deliver

the

ordering

instrument,

ii)

e-mail

facsimile

that

information

evident

the

ordering

instrument.

Contractor

shall

specify

the

reason(s)

for

rejection.

1.5.4 Accepted

ordering

instruments

establish

separate

Contracts

between

Agency

and

Contractor

and

include

the

terms

set

forth

Sections

and

used

the

Contracts,

“Price

Agreement”

means

this

Agreement.

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

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

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 6 of 27

1.6 PRICES

1.6.1 Except

provided

this

Section,

during

the

Term

this

Agreement,

Contractor

shall

offer

Goods

and

Services

Agency

prices

that

not

exceed

the

prices

listed

Exhibit

1.6.2 Contractor

and

Agency

may

agree

lower

prices

for

Goods

and

Services.

Those

lower

prices

apply

only

applicable

Contract

between

Contractor

and

Agency.

1.6.3 Price Decrease

Agency

shall

given

the

immediate

benefit

any

price

decrease

Contractor

offers

any

other

customer.

Contractor

shall

promptly

notify

Agency

the

amount

and

effective

date

each

decrease.

This

decrease

applies

orders

placed

after

the

effective

date

the

decrease.

Invoices

must

reflect

prices

effect

the

date

Agency’s

Purchase

Order

document

was

written.

Should

such

decreased

prices

again

increase

during

the

term

the

Price

Agreement,

including

extensions,

Agency

shall

honor

the

increase

acceptable

documentation

verifying

the

increase

submitted

Agency.

Agency

shall

determine

what

constitutes

acceptable

documentation.

1.6.3.1 Contractor	shall	subtract	from	prices	charged	to	Agency	any	unit	price	decrease
that	has	been	achieved	or	gained	by	Contractor,	whether	through	the
manufacturer	or	otherwise.		Contractor	shall	give	Agency	the	immediate	benefit
of	the	decrease.		Contractor	shall	promptly	notify	Contract	Administrator	of	the
amount	and	effective	date	of	the	decrease.

1.6.4 Price Adjustment

Subject

the

following,

either

party

this

Agreement

may

request

price

adjustment,

whole

part.

1.6.4.1 Contractor

may

request

price

increases

from

Agency

often

than

two

(2),

commencing

years.

Contractor

must

submit

request

the

Contract

Administrator

writing

least

Calendar

Days

before

the

proposed

effective

date

the

increase.

The

request

must

show

all

proposed

increases

line

item

and

include

supporting

documentation

acceptable

Agency.

Agency

may

require

Contractor

provide

U.S.

Bureau

Labor

Statistics

Producer

Price

Index

Consumer

Price

Index

data

any

other

relevant

manufacturer

industry

data

substantiating

the

increase.

However,

price

increase

may

not

produce

higher

profit

margin

for

Contractor

than

the

beginning

the

initial

term

this

Agreement.

[However

the

increase

may

not

exceed

the

price

immediately

before

the

increase.]

1.7 INSURANCE

Contractor

shall

obtain

insurance

coverage

specified

Exhibit

and

shall

maintain

the

insurance

throughout

the

term

this

Agreement

and

all

Contracts.

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 7 of 27

1.8 MISCELLANEOUS

1.8.1 Choice of Law

The

laws

the

State

Oregon

(without

giving

effect

its

conflicts

law

principles)

govern

all

matters

arising

out

relating

this

Agreement,

including,

without

limitation,

its

validity,

interpretation,

construction,

performance,

and

enforcement.

1.8.2 Designation of Forum and Consent to Jurisdiction

Any

party

bringing

legal

action

proceeding

against

any

other

party

arising

out

relating

this

Agreement

shall

bring

the

legal

action

proceeding

the

Circuit

Court

the

State

Oregon

for

Marion

County.

Each

party

hereby

consents

the

exclusive

jurisdiction

such

court,

waives

any

objection

venue,

and

waives

any

claim

that

such

forum

inconvenient

forum.

1.8.3 Amendments

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

1.8.4 Transfer

Contractor

shall

not

assign,

delegate

otherwise

transfer

any

its

rights

obligations

under

this

Agreement

without

first

obtaining

the

written

consent

Agency.

Agency’s

consent

any

subcontract

(or

other

delegation

duties)

does

not

relieve

Contractor

any

its

duties

obligations

under

this

Agreement.

This

Agreement

binding

upon

and

inures

the

benefit

each

the

parties,

and,

except

otherwise

provided,

their

permitted

legal

successors

and

assigns.

1.8.5 Counterparts

This

Agreement

may

executed

two

counterparts,

each

which

original,

and

all

which

together

are

deemed

one

and

the

same

instrument,

notwithstanding

that

all

parties

are

not

signatories

the

same

counterpart.

1.8.6 Force Majeure

Neither

party

responsible

for

delay

default

caused

event

beyond

the

control

the

party

whose

performance

interfered

with,

and,

which

the

exercise

reasonable

diligence,

the

party

unable

prevent.

Agency

may

terminate

this

Agreement

upon

written

notice

after

determining

such

delay

default

will

reasonably

prevent

successful

performance

this

Agreement.

the

event

any

such

delay,

Contractor’s

obligations

are

suspended

the

extent

and

for

the

duration

such

causes.

However,

Contractor

shall

take

all

good

faith

efforts

eliminate

the

cause

any

such

delay,

and

upon

the

cessation

such

cause,

shall

resume

performance

Contractor’s

obligations

with

all

reasonable

diligence.

necessary,

the

period

for

performance

under

this

Agreement

will

extended

enable

Contractor,

once

such

causes

have

been

removed,

fulfill

its

obligations

hereunder.

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 8 of 27

1.8.7 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.

1.8.8 Notices

Except

otherwise

expressly

provided

this

Agreement,

any

notices

sent

between

the

parties

under

this

Agreement

are

effective

only

writing

and

addressed

the

Contract

Administrators

the

addresses

set

forth

the

Cover

Page.

party

may

change

its

Contract

Administrator

upon

written

notice

the

other

party.

The

following

methods

delivery

between

the

parties

may

used:

Personal

delivery,

United

States

Postal

Service

(“USPS”)

with

postage

prepaid.

For

confirmation

delivery

the

recipient,

sender

guidelines

are

follows:

When

choosing

Personal

delivery,

parties

may

consider

their

communication

notice

received

immediately.

When

choosing

Email,

parties

may

consider

their

communication

received

upon

the

recipient.

However,

using

email,

the

use

“read

receipt”

not

valid

form

delivery

confirmation.

When

choosing

use

USPS,

parties

may

consider

their

communication

received

five

(5)

Calendar

Days

after

the

date

the

mailing.

1.8.9 Intended Beneficiaries

Agency

and

Contractor

are

the

only

parties

this

Agreement

and

are

the

only

parties

entitled

enforce

its

terms.

Nothing

this

Agreement

gives,

intended

give,

will

construed

give

provide,

any

benefit

right,

whether

directly,

indirectly,

otherwise,

third

persons

unless

such

third

persons

are

individually

identified

name

herein

and

expressly

described

intended

beneficiaries

the

terms

this

Agreement.

1.8.10 Waiver

The

failure

Agency

enforce

any

provision

this

Agreement

the

waiver

any

violation

nonperformance

this

Agreement

one

instance

does

not

constitute

waiver

Agency

that

any

other

provision

nor

waiver

any

subsequent

violation

nonperformance.

Such

failure

enforce

waiver,

made,

effective

only

the

specific

instance

and

for

the

specific

purpose

given.

1.8.11 Certification of Compliance with Tax Laws

signature

this

Agreement,

Contractor

certifies

that

has

complied

with

the

tax

laws

this

State

and

the

applicable

tax

laws

any

political

subdivision

this

State.

Contractor

shall,

throughout

the

duration

this

Agreement

and

any

Contract

and

any

extensions

thereof,

comply

with

all

tax

laws

this

State

and

all

applicable

tax

laws

any

political

subdivision

this

State.

For

the

purposes

this

Section,

“tax

laws”

includes:

(i)

All

tax

laws

this

State,

including

but

not

limited

ORS

305.620

and

ORS

chapters

316,

317,

318

and

319;

(ii)

Any

tax

provisions

imposed

political

subdivision

this

State

that

apply

Contractor,

Contractor’s

property,

operations,

receipts,

income,

Contractor’s

performance

compensation

for

any

work

performed

Contractor;

(iii)

Any

tax

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 9 of 27

provisions

imposed

political

subdivision

this

State

that

apply

Contractor,

goods,

services,

property,

whether

tangible

intangible,

provided

Contractor;

and

(iv)

Any

rules,

regulations,

charter

provisions,

ordinances

that

implemented

enforced

any

the

foregoing

tax

laws

provisions.

Any

failure

comply

with

the

provisions

this

subsection

1.8.11

constitutes

material

breach

this

Agreement

and

any

Contract.

Any

failure

comply

entitles

Agency

terminate

this

Agreement

Contract,

applicable

and

pursue

and

recover

any

and

all

damages

that

arise

from

the

breach

and

the

termination

this

Agreement

Contract,

and

pursue

any

all

the

remedies

available

under

this

Agreement

Contract,

law,

equity,

including

but

not

limited

to:

• Termination

this

Agreement

Contract,

applicable,

whole

part;

• Exercise

the

right

setoff,

and

withholding

amounts

otherwise

due

and

owing

to Contractor, in an amount equal to State’s or Agency’s setoff right, without penalty;

and

• Initiation

action

proceeding

for

damages,

specific

performance,

declaratory

injunctive

relief.

Agency

may

recover

any

and

all

damages

suffered

the

result

Contractor's

breach

this

Agreement

Contract,

including

but

not

limited

direct,

indirect,

incidental

and

consequential

damages,

costs

cure,

and

costs

incurred

securing

replacement

Goods

Services.

1.8.12 Contractor

shall,

the

maximum

extent

economically

feasible

the

performance

this

Agreement,

use

recycled

products

where

possible.

This

includes

paper,

“PETE”

and

other

materials

defined

ORS

279A.010

[1][gg],

[hh]

and

[ii].

1.8.13 Contractor

shall

retain,

maintain,

and

keep

accessible

all

records

relevant

this

Agreement

(the

“Records”)

for

minimum

six

(6)

years,

such

longer

period

may

required

applicable

law

following

expiration

termination

the

Agreement,

until

the

conclusion

any

audit,

controversy

litigation

arising

out

the

Contract,

whichever

date

later.

Financial

Records

will

kept

accordance

with

Generally

Accepted

Accounting

Principles

(GAAP).

During

the

record-retention

period

established

this

Section,

Contractor

shall

permit

Agency

and

its

duly

authorized

representatives,

and

the

federal

government

access

the

Records

reasonable

time

and

place

for

purposes

examination

and

copying.

1.8.14 Performance Evaluations

Agency

may

conduct

evaluations

Contractor’s

performance

during

the

term

this

Agreement.

Agency

will

compile

and

maintain

completed

evaluations,

which

will

become

written

record

Contractor’s

performance.

Agency

may

also

maintain

part

that

written

record

information

obtained

from

Contractor

during

exit

interview

following

Agreement

termination.

Agency

may

provide

copies

any

documents

the

written

record

the

Contractor

and

third

parties

upon

request.

Agency

may

use

performance

evaluations

any

way

deems

necessary,

its

sole

discretion,

including

but

not

limited

making

responsibility

determinations

and

decisions

award

contracts.

1.8.15 Reporting

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 10 of 27

This

Agreement

and

Contract(s)

Agency

will

reported

the

Oregon

Department

Revenue.

The

Department

Revenue

may

take

any

and

all

actions

permitted

law

relative

the

collection

taxes

due

the

State

Oregon

political

subdivision,

including

(i)

garnishing

Contractor’s

compensation

under

this

Agreement

Contract

(ii)

exercising

right

setoff

against

Contractor’s

compensation

under

this

Agreement

Contract

for

any

amounts

that

may

due

and

unpaid

the

State

Oregon

its

political

subdivisions

for

which

the

Department

Revenue

collects

debts.

STANDARD TERMS FOR CONTRACTS UNDER THIS

AGREEMENT

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

The

Contract

consists

the

ordering

instrument

and

the

provisions

Sections

and

this

Agreement.

the

event

conflict

between

the

ordering

instrument

and

provisions

Sections

and

the

provisions

Sections

and

take

precedence.

2.2 PAYMENT

Contractor

shall

look

solely

Agency

for

payment

all

amounts

that

may

due

under

this

Contract.

AGENCY

SOLELY

RESPONSIBLE

FOR

PAYMENT

UNDER

THIS

CONTRACT.

Subject

Agency’s

acceptance

Goods

and

Services,

payment

due

from

Agency

within

Calendar

Days

after

the

date

the

invoice.

2.3 OVERDUE CHARGES

Contractor’s

option,

may

assess

overdue

account

charges

Agency

maximum

rate

two-thirds

one

percent

per

month

(8%

per

annum)

the

maximum

allowed

law.

2.4 PAYMENT ADDRESS

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

2.5 INVOICES

Contractor

shall

invoice

Agency

only

after

delivery

all

Goods

and

Services

ordered.

Contractor

shall

send

all

invoices

the

address

provided

Agency

for

that

purpose.

Contractor

shall

include

all

the

following

its

invoice:

• Price	Agreement	number.
• Ordering	instrument	number.
• Goods	and	related	Services	ordered.
• Date	delivered.
• Volume	or	quantity	of	Goods	delivered.
• The	price	per	item	of	Goods	and	related	Services.
• The	total	amount	invoiced.

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 11 of 27

• The address to which payment is to be sent.

2.6 PRICES

Contractor

represents

all

prices

for

Goods

and

Services

under

the

Contract

are

equal

better

than

the

prices

listed

Exhibit

the

Agreement.

2.7 CANCELLATION, INSPECTIONS AND ACCEPTANCE

Agency

may

cancel

order

whole

part

before

Goods

and

Services

are

delivered

performed.

Agency

has

ten

(10)

Calendar

Days

from

date

delivery

the

entire

order

within

which

inspect

and

reject

the

Goods

and

Services.

the

Goods

and

Services

are

rejected,

Agency

shall

provide

Contractor

with

written

notice

rejection.

Notice

rejection

must

include

itemization

apparent

defects,

including

but

not

limited

(i)

discrepancies

between

the

Goods

and

Services

and

the

applicable

specifications

warranties

(including

variance

from

demonstrations

sample

characteristics

where

demonstrations

samples

have

been

provided),

(ii)

otherwise

nonconforming

Goods

(including

late

delivery)

and

Services.

Notice

rejection

must

also

specify

when

cure

will

allowed.

2.7.1 Agency

may

elect

have

Contractor

deliver

substitute

conforming

Goods

additional

cost

Agency.

such

event,

Contractor

shall

deliver

substitute

conforming

Goods

within

ten

(10)

Calendar

Days

receipt

notice

rejection.

2.7.2 If

the

Goods

and

Services

are

rejected

acceptance

revoked,

Contractor

shall

refund

any

Contract

payments

that

have

been

made

with

regard

the

rejected

Goods

and

Services,

and

shall

(at

Contractor’s

sole

cost

and

expense)

remove

the

Goods

within

ten

(10)

Calendar

Days

receiving

notice

rejection

revocation

acceptance.

2.7.3 Nothing

contained

Section

2.7

precludes

Agency

from

other

remedies

which

may

entitled

upon

rejection

revocation

acceptance.

2.8 REPRESENTATIONS AND WARRANTIES

2.8.1 Officer Status, Insurance

Contractor

represents

and

warrants

that

not

“officer,”

“employee,”

“agent”

Agency,

those

terms

are

used

ORS

30.265.

Contractor

represents

and

warrants

that

Contractor

has

obtained

and

will

maintain

during

the

term

this

Contract

all

insurance

required

the

Agreement.

2.8.2 Debt Owed

Contractor

represents

and

warrants

that

has

undisclosed

liquidated

and

delinquent

debt

owed

the

State

any

agency,

board,

commission,

department

division

the

State.

2.8.3 Warranty on Materials, Design, Manufacture

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 12 of 27

Contractor

represents

and

warrants

that

all

Goods

are

new,

unused,

current

production

models,

and

are

free

from

defects

materials,

design

and

manufacture.

Contractor

further

represents

and

warrants

that

all

Goods

are

compliance

with

and

meet

exceed

all

specifications

Exhibit

the

Price

Agreement.

2.8.4 Warranty on Service Standards

Contractor

warrants

that

all

Services

required

performed,

any,

shall

performed

good

and

workmanlike

manner

accordance

with

standards

prevalent

the

industry.

2.8.5 Warranty of Title

Contractor

represents

and

warrants

that

all

Goods

are

free

and

clear

any

liens

encumbrances,

that

Contractor

has

full

legal

title

the

Goods,

and

that

other

person

entity

has

any

right,

title

interest

the

Goods

which

superior

infringes

upon

the

rights

granted

Agency

under

this

Contract.

2.8.6 Warranty on Safety and Health Requirements

Contractor

represents

and

warrants

that

Goods

provided

under

this

Contract

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

the

Oregon

Consumer

and

Business

Services

Department.

2.8.7 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.

2.8.8 Software License

the

extent

the

Goods

contain

software,

Contractor

hereby

grants

Agency,

shall

ensure

that

Agency

receives,

perpetual,

irrevocable,

non-exclusive,

non-transferable,

royalty-free

license

use

the

operating

system

software

(and

documentation

and

associated

manuals)

(the

“Software”)

for

the

Goods.

the

event

the

Goods

include

third

party

intellectual

property

and

unless

otherwise

agreed,

Contractor

shall

ensure

that

Agency

receives

license

use

the

software

sufficient

fulfill

the

business

objectives,

requirements

and

specifications

identified

this

Agreement.

Agency

shall

have

the

right

review

the

proposed

license

agreement

and

negotiate

terms

with

the

licensor;

upon

agreement

the

terms,

Agency

will

bound

such

license

agreement.

Agency

and

licensor

cannot

reasonably

agree

terms,

Agency,

its

sole

discretion,

may

return

the

Goods

Contractor

(without

incurring

any

termination

liability),

and

Contractor

shall

provide

full

refund

including

any

shipping

and

handling

charges.

2.8.9 Warranties are Cumulative

Contractor’s

warranties

provided

this

Section

2.8

are

addition

and

not

lieu

any

other

warranties

provided

elsewhere

the

Contract.

All

warranties

provided

for

this

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 13 of 27

Contract

are

cumulative,

will

deemed

consistent

and

not

conflict,

are

intended

given

full

force

and

effect

and

interpreted

expansively

give

the

broadest

warranty

protection

Agency.

2.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

Contractor

shall

comply

with

all

federal,

state

and

local

laws,

regulations,

and

ordinances

applicable

this

Contract

they

may

adopted

amended

from

time

time.

2.9.1 Noncompliant Goods

the

event

conflict

between

the

specifications

this

Contract

and

applicable

federal

State

law,

the

law

prevails

over

the

specifications.

Contractor

shall

make

any

modifications

required

achieve

compliance

with

law.

When

Contractor

notified

becomes

aware

any

required

modifications,

Contractor

shall

immediately

notify

Agency.

2.9.2 Recalled Goods or Components

the

event

any

Goods

component

parts

are

recalled

regulatory

body

the

manufacturer,

discovered

Contractor

not

compliance

with

the

applicable

specifications

law,

Contractor

shall

immediately

notify

Agency

the

recall

non-

compliance,

and

shall

provide

copies

the

notice

other

documentation.

Upon

notification,

Agency

may

elect

any

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.

the

event

rejection

revocation

acceptance

under

this

subsection,

Contractor

shall

promptly

remove

the

Goods

its

sole

cost

and

expense

and

reimburse

Agency

for

any

payments

made.

2.10 FOREIGN CONTRACTOR

the

amount

the

Contract

exceeds

ten

thousand

dollars

($10,000),

and

Contractor

not

domiciled

registered

business

the

State,

Contractor

shall

promptly

provide

the

Oregon

Department

Revenue

all

information

required

that

Department

relative

the

Contract.

Agency

may

withhold

final

payment

under

the

Contract

until

Contractor

has

met

this

requirement.

2.11 SAFETY DATA SHEET

Contractor

shall

provide

Agency

time

delivery

with

Safety

Data

Sheet

(SDS)

defined

the

Occupational

Safety

and

Health

Administration

(OSHA)

for

any

Goods

provided

under

the

Agreement

which

may

release

otherwise

result

exposure

hazardous

chemical

under

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 14 of 27

normal

conditions

use.

addition,

Contractor

must

properly

label,

tag

mark

such

Goods.

Additionally,

Contractor

shall

deliver

EPA

labels

and

SDS

information

available

and

requested

Agency.

2.12 TIME IS OF THE ESSENCE

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

2.13 FORCE MAJEURE

Neither

Agency

nor

Contractor

shall

held

responsible

for

delay

default

caused

event

which

beyond

the

party’s

reasonable

control.

Contractor

shall,

however,

make

all

reasonable

efforts

remove

eliminate

such

cause

delay

default

and

shall,

upon

the

cessation

the

cause,

diligently

pursue

performance

its

obligations

under

this

Contract.

Agency

may

terminate

this

Contract

upon

written

notice

Contractor

after

reasonably

determining

that

such

delay

default

will

likely

prevent

successful

performance

the

Contract.

2.14 FUNDS AVAILABLE AND AUTHORIZED

Agency

agency

the

State

Oregon,

payment

obligations

under

this

Contract

are

conditioned

upon

Agency’s

receiving

funding,

appropriations,

limitations,

allotments,

other

expenditure

authority

sufficient

allow

Agency,

the

exercise

its

reasonable

administrative

discretion,

meet

its

payment

obligations

under

this

Contract.

the

time

the

ordering

instrument

was

issued,

Agency

had

sufficient

funds

available

and

authorized

make

payments

under

this

Contract.

2.15 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING

2.15.1 Contractor

independent

contractor.

Although

Agency

reserves

the

right

(i)

determine

(and

modify)

the

delivery

schedule

for

the

Goods

and

Services

and

(ii)

evaluate

the

quality

completed

performance,

Agency

cannot

and

will

not

control

the

means

manner

Contractor’s

performance.

Contractor

responsible

for

determining

the

appropriate

means

and

manner

performing

any

obligations

required

this

Contract.

2.15.2 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,	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	Contract,	except	as	a	self-employed	individual.

2.16 INDEMNIFICATION

2.16.1 Contractor

shall

defend,

save,

hold

harmless,

and

indemnify

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

every

kind

and

description

(including

reasonable

attorney’s

fees

and

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 15 of 27

expenses

trial,

appeal

and

connection

with

any

petition

for

review)

(collectively,

“Claim”)

which

may

brought

made

against

any

Agency,

the

State,

their

officers,

employees

agents,

arising

out

(i)

any

personal

injury,

death

property

damage

caused

any

defect

the

Goods

any

alleged

act,

omission,

error,

fault,

mistake

negligence

Contractor,

its

employees,

agents,

this

Contract,

(ii)

any

act

omission

Contractor

that

constitutes

material

breach

this

Contract,

including

without

limitation

any

breach

warranty,

(iii)

the

infringement

any

patent,

trade

secret

other

proprietary

right

any

third

party

delivery

use

the

Goods.

Agency

State

shall

promptly

notify

Contractor

writing

any

claim

which

Agency

State

becomes

aware.

Contractor’s

obligation

under

this

section

shall

not

extend

any

Claim

primarily

caused

(i)

the

negligent

willful

misconduct

Agency,

(ii)

Agency’s

modification

Goods

without

Contractor’s

approval

and

manner

inconsistent

with

the

purpose

and

proper

usage

such

Goods.

2.16.2 The

Oregon

Attorney

General

must

give

written

authorization

any

legal

counsel

purporting

act

the

name

of,

represent

the

interests

of,

the

State

its

officers,

employees

and

agents

prior

such

action

representation.

Further,

the

State,

acting

and

through

its

Department

Justice,

may

assume

its

own

defense,

including

its

officers,

employees

and

agents,

any

time

when,

the

State’s

sole

discretion,

determines

(i)

proposed

counsel

prohibited

from

the

particular

representation

contemplated;

(ii)

Counsel

not

adequately

defending

able

defend

the

interests

the

State,

its

officers,

employees

agents;

(iii)

important

governmental

interests

are

stake;

(iv)

the

best

interests

the

State

are

served

thereby.

Contractor’s

obligation

pay

for

all

costs

and

expenses

shall

include

those

incurred

the

State

assuming

its

own

defense

and

its

officers,

employees,

agents

under

(i)

and

(ii)

above.

2.17 EVENTS OF DEFAULT

2.17.1 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;

• Contractor

has

undisclosed

liquidated

and

delinquent

debt

owed

the

State

any

agency,

board,

commission,

department

division

the

State;

• Contractor

longer

holds

license

certificate

that

required

for

Contractor

perform

Contractor’s

obligations

under

this

Contract;

• Contractor

fails

comply

with

its

obligations

Section

2.27,

Prompt

Payment,

and

has

not

cured

the

non-performance

within

thirty

(30)

Calendar

Days

Agency’s

written

notice

cure.

• Contractor

violates

any

provision,

covenant,

warranty,

obligation

certification

fails

perform

under

this

Contract,

provided

however

that

Contractor

may

cure

the

default

within

the

period

specified

Agency’s

notice

default

when

Agency

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 16 of 27 determines the default is curable by Contractor.

2.17.2 By Agency

Agency will be in default of a Contract if:

• Agency

fails

pay

Contractor

any

amount

pursuant

the

terms

this

Contract,

and

Agency

fails

cure

such

failure

within

ten

(10)

Business

Days

after

delivery

Contractor’s

notice

such

longer

period

Contractor

may

specify

such

notice;

• Agency

violates

any

provision,

covenant,

warranty,

obligation

fails

perform

under

this

Contract

and

such

breach

not

cured

within

ten

(10)

Business

Days

after

delivery

Contractor’s

notice

breach

such

longer

period

Contractor

may

specify

such

notice.

2.18 REMEDIES

2.18.1 Agency’s Remedies

Contractor

default

under

Section

2.17.1,

addition

the

remedies

afforded

elsewhere

this

Contract,

Agency

may

recover

any

and

all

damages

suffered

the

result

Contractor’s

breach,

including

but

not

limited

direct,

indirect,

incidental

and

consequential

damages,

provided

ORS

72.7110

72.7170.

Agency

may,

its

option,

pursue

any

all

the

remedies

available

under

this

Contract

and

law

equity,

including,

but

not

limited

to:

• Stop

Work

Suspend

delivery

Goods

performance

Services

provided

Section

2.19.2;

• Termination of the Contract as provided in Section 2.19.1 or 2.19.2; or

• Withholding

all

monies

due

for

invoiced

Goods

that

Contractor

obligated

but

has

failed

deliver

perform

within

any

scheduled

completion

dates

has

performed

inadequately

defectively;

• Initiation

action

proceeding

for

damages,

specific

performance,

declaratory

injunctive

relief

including,

but

not

limited

to,

temporary

suspension

work

permanent

work

stoppage

until

such

relief

has

been

restored

the

satisfaction

the

Agency;

• Undertaking

collection

administrative

offset,

garnishment

applicable,

all

monies

due

for

Good

recover

liquidated

and

delinquent

debt

owed

the

State

any

department

agency

the

State.

Offsets

garnishment

may

initiated

only

after

the

Contractor

has

been

given:

written

notice

the

type

and

amount

the

debt,

the

intention

the

State

use

administrative

offset

garnishment

collect

the

debt,

and

explanation

the

debtor's

rights

under

applicable

law;

and

ii)

the

opportunity

make

written

agreement

repay

the

debt;

• Exercise

its

right

setoff,

and

withholding

monies

otherwise

due

and

owing

amount

equal

Agency’s

setoff

without

penalty

Agency.

• Withholding	of	Amounts	Due	Subcontractors.	If	Contractor	does	not	satisfy	its
prompt	payment	obligations	to	a	subcontractor	within	thirty	(30)	Calendar	Days

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 17 of 27

after

receiving

written

notice

from

Agency

Contractor’s

failure

perform

its

prompt

payment

obligations,

Agency

may

withhold,

from

any

amounts

otherwise

payable

and

due

Contractor,

amount

equal

ten

(10

)

percent

amount

not

paid

subcontractor

accordance

with

Contractor’s

prompt

payment

obligations,

plus

interest

per

annum.

• Agency	may	pay,	from	the	withheld	amounts,	amount	due	to	the
subcontractor	plus	interest.		An	Agency	payment	under	this	section	is	a
deduction	from	Agency’s	payment	obligation	to	Contractor	under	this
Contract/Price	Agreement,	and	Contractor	will	have	no	claim	against
Agency	for	any	amounts	paid	to	its	subcontractor	under	this	section.

This

subsection

imposes

obligation

Agency

withhold

any

sums,

pay

any

sums

any

subcontractor.

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

2.18.2 Contractor’s Remedies

Agency

terminates

Contract,

Agency

default

under

Section

2.17.2

and

whether

not

Contractor

elects

exercise

its

right

terminate

this

Contract

under

Section

2.19.3,

Contractor’s

sole

remedy

is:

(a)

claim

against

Agency

for

the

unpaid

purchase

price

for

Goods

delivered

and

Services

performed

and

accepted

Agency,

(b)

with

respect

Services

compensable

hourly

basis,

claim

for

unpaid

invoices,

hours

worked

but

not

yet

billed

and

authorized

expenses

for

services

completed

and

accepted

Agency,

and

(c)

with

respect

deliverable-based

Services,

claim

for

the

sum

designated

for

completing

the

deliverable

multiplied

the

percentage

Services

completed

and

accepted

Agency,

less

amounts

paid

and

any

claim(s)

which

Agency

has

against

Contractor.

amounts

paid

Contractor

exceed

the

amount

due

Contractor

under

this

Section,

Contractor

shall

pay

any

excess

Agency

immediately

upon

written

demand.

2.19 TERMINATION AND STOP WORK

2.19.1 By Mutual Agreement

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

2.19.2 Rights of Agency

• Agency

may,

its

sole

discretion,

send

Contractor

notice

stop

work

suspend

delivery

Goods

performance

Services

for

period

ninety

(90)

Calendar

Days

after

the

date

the

notice,

for

any

further

period

which

the

parties

may

agree.

Upon

receipt

the

notice,

Contractor

shall

immediately

comply

with

the

Stop-Work

Order

terms

and

take

all

necessary

steps

minimize

the

incurrence

costs

allocable

the

work

affected

the

Stop

Work

Order

notice.

Within

period

ninety

(90)

Calendar

Days

after

issuance

the

written

notice,

within

any

extension

that

period

which

the

parties

have

agreed,

Agency

will

either

cancel

modify

the

Stop

Work

Order

supplementary

written

notice

and

amend

the

DAS Procurement Services, Version 2.0 – June 3, 2021 Page 18 of 27

Contract; or terminate the work the Contract.

• Agency

may,

its

sole

discretion,

terminate

Contract

for

convenience

upon

thirty

(30)

Calendar

Days

prior

written

notice.

• Agency

may

terminate

Contract

immediately

upon

notice

Contractor,

such

later

date

Agency

may

establish

such

notice,

upon

the

occurrence

any

the

following

events:

(a)

Agency

fails

receive

funding,

appropriations,

limitations,

allotments,

other

expenditure

authority

sufficient

allow

Agency,

the

exercise

its

reasonable

administrative

discretion,

meet

its

payment

obligations

under

Contract;

(b)

federal

state

laws,

regulations,

guidelines

are

modified

interpreted

such

way

that

either

the

purchase

the

Goods

Agency

under

the

Agreement

prohibited,

Agency

prohibited

from

paying

for

such

Goods

from

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File details come from the government source that posted it. Updated Sep 10, 2025.