ATTACHMENT A - SAMPLE PRICE AGREEMENT~5.pdf

ATTACHMENT A – PRICE AGREEMENT

STATE OF OREGON PRICE AGREEMENT [Insert PA Number]

FOR: ARMORED TRANSPORT SERVICES

This Price Agreement (“Price Agreement” or “Agreement”) is between the State of Oregon (“State”), acting by and through its Department of Administrative Services (“DAS” or “Department”) on behalf of Oregon State Agencies, as defined below and [Insert Awarded Contractor] (“Contractor”). This Agreement is effective upon receipt of all necessary approvals and as of the last date of signature in the signature block below of this Agreement (“Effective Date”). DAS has the authority to enter into this Agreement under ORS 279A.050 (7) (a).

RECITALS

A. DAS, on behalf of Authorized Purchasers, desired to engage contractors to provide certain Armored Transport Services (“Services”). The Services are to provide the secure pick up, transportation and deposit of cash, monetary instruments and other valuable items and includes all administrative aspects and management infrastructure necessary for the provision of timely and high-quality Armored Transport Services. Contractor must adhere to a route schedule as agreed upon in the Ordering Instrument between the parties. Contractor and Authorized Purchaser must agree, in writing, to the scheduled pick up times and in no case will an Authorized Purchaser be scheduled for a time that is not requested by that Authorized Purchaser.

Contractor and, as applicable, it’s personnel, are capable of, and agree to work within standardized ordering systems, communicate and collaborate with Authorized Purchasers requesting Services in a timely manner, ensure the quality of Services, facilitate the resolution of any performance and customer service issues, and use standard business tools and software to submit accurate invoices, and complete scheduled services as agreed upon between the parties.

DAS and Authorized Purchasers identified the need to create uniformity and streamlined processes for obtaining high quality Armored Transport Services as described in Exhibit 1 – Statement of Services.

These processes include ordering, scheduling, coordinating, invoicing, approving, and paying for Armored Transport Services from a ready pool of pre-approved Armored Transport Services organizations and Professional Armored Transport providers possessing the Knowledge, Skills, and Abilities (KSAs) necessary to fulfill the needs of the Authorized Purchasers.

B. To that end, DAS undertook a joint cooperative procurement under ORS 279A.200(1)(e) and ORS 279A.210 and issued RFP No. S-10700-00011564 (the “RFP”) seeking proposals from Armored Transport Services providers.

C. Contractor submitted a proposal in response to the RFP offering to provide to Authorized Purchasers the Services described in Exhibit 1, Statement of Services. Contractor was one of the successful proposers to the RFP.

D. DAS and Contractor now desire to memorialize the terms and conditions pursuant to which: (i) Contractor will provide the Services as may be requested from Authorized Purchasers from time to time;

and (ii) Authorized Purchasers will pay for the provided Services.

Therefore, DAS and Contractor Agree as follows:

SECTION 1: AGREEMENT

1.1 Purpose.

1.1.1 This Agreement:

1.1.1.1 Identifies the process Contractor and Authorized Purchasers will follow in establishing contracts for the provision of Services as may be requested from time to time under this Agreement, either, through a service order contract substantially in the form attached

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 1 of 57 hereto as Exhibit 4 (“Service Order Contract” or “SOC”) or through a purchase order substantially in the form attached hereto as Exhibit 3 (“Purchase Order” or “PO”);

1.1.1.2 Sets forth the general terms and conditions that will apply to all SOCs entered into by Contractor and Authorized Purchasers and all POs issued by Authorized Purchasers pursuant to which Contractor will provide Services (as set forth in further detail in SectionSECTION 4: below of this Agreement and in Exhibit 1, Statement of Services); and

1.1.1.3 Is not, by itself, a binding contract for the provision of Services by Contractor. Execution of this Agreement is no guarantee that any Authorized Purchaser will issue any SOCs or POs against this Agreement under this Agreement. DAS and Authorized Purchasers have the need for the Services on an “as requested” basis. There is no guarantee of work under this Agreement and DAS makes no representation or guarantee that any specific amount of purchases, if any, will be made under this Price Agreement.

1.1.2 Notwithstanding the award of this Price Agreement to Contractor, DAS and Authorized Purchasers may conduct separate solicitations or award project-specific contracts or purchase orders for Services that are the same or similar to those described in this Agreement using any method allowed by law. In addition, DAS reserves discretion to re-open or readvertise competition to provide Services that are the same or similar to those described in this Agreement, if necessary to serve the interests of Authorized Purchasers, at intervals no more frequently than on a yearly basis.

1.1.3 DAS hereby delegates to Authorized Purchasers that are State Agencies the procurement and contracting authority to enter into SOCs or POs under this Agreement for any amount without further review and approval by DAS, provided, however, that State Agencies must obtain all other necessary approvals including legal sufficiency approval of any SOC or PO pursuant to the Oregon Attorney General’s Model Rules for Public Contracting.

SECTION 2: AGREEMENT DOCUMENTS and ORDER of PRECEDENCE

2.1 Agreement.

2.1.1 This Agreement includes the following Exhibits, each of which are attached to this Agreement:

i. Exhibit 1 – Statement of Services

ii. Exhibit 2 – Service Order Process

iii. Exhibit 3 – Sample Purchaser Order

iv. Exhibit 4 – Sample Service Order Contract

v. Exhibit 5 - Key Persons

vi. Exhibit 6 – Federal Terms and Conditions

vii. Exhibit 7 – Rate Schedule

viii. Exhibit 8 – Volume Sales Reports

ix. Exhibit 9 – Insurance Requirements

2.2 Order of Precedence.

2.2.1 Purchase Orders. Once a Purchase Order is issued by Authorized Purchaser and accepted by Contractor, a binding Contract for the Services is formed, which shall consist of the following documents, listed in descending order of precedence:

i. If applicable, Exhibit 7, federal terms and conditions;

ii. This Agreement less its Exhibits,

iii. The applicable executed SOC or PO, ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 2 of 57

iv. Exhibit 1 to Agreement, Statement of Services

v. Exhibit 7 to Agreement, Rate Schedule,

vi. Exhibit 9 to Agreement, Insurance Requirements

vii. Exhibit 8 to Agreement, Volume Sales Report

2.2.2 Service Order Contracts. Once a Service Order Contract is fully executed and all approval signatures that may be required by applicable law have been obtained, a binding Contract for the Services is formed, which shall consist of the following documents, listed in descending order of precedence:

1) If applicable, SOC Exhibit 1, federal terms and conditions;

2) This Agreement less its Exhibits;

3) The applicable executed SOC or PO,

4) Exhibit 1 to Agreement, Statement of Services

5) Exhibit 7 to Agreement, Rate Schedule,

6) Exhibit 9 to Agreement, Insurance Requirements

7) Exhibit 8 to Agreement, Volume Sales Report

2.2.3 To the extent provisions contained in more than one of the foregoing documents apply in any given situation, the parties agree: (i) to read such provisions together whenever possible to avoid conflict, and (ii) to apply the foregoing order of precedence only in the event of an irreconcilable conflict. Notwithstanding the foregoing, in the event any conflict is based upon minimum standards, such as quality or safety, the higher more stringent standard applies.

SECTION 3: DEFINITIONS.

Capitalized terms not defined in this Section or elsewhere in this Agreement shall have the meanings assigned to them in RFP No. S-10700-00011564 all of which are incorporated by this reference as though fully set forth in this Section 3.

3.1 “Agency”/”Agencies” means:

• DAS when DAS is engaged in Public Contracting, as defined in ORS 279A.010; and

• An agency of the State of Oregon that: (i) is subject to the procurement authority of the Director of the Department pursuant to ORS 279A.050 and 279A.140 and with delegated authority pursuant to OAR 125-246-0170; or (ii) has independent procurement authority pursuant to ORS 279A.050 or other statutory authority under provisions of applicable State law.

3.2 “Authorized Purchaser” or “AP” means DAS (if DAS is issuing a PO or SOC, on behalf of itself or others), Agencies, , ORCPP participants, and CUA participants with appropriate purchasing authority under their applicable rules and regulations.

3.3 “Billing Rates” means the flat fees Contractor charges for providing the Services to Authorized Purchasers, which are set forth in Exhibit 7 to this Agreement.

3.4 “Contract” or “Ordering Instrument” means a PO or SOC issued under this Price Agreement.

3.5 “CUA” means Contracts Usage Agreement (CUA) and is a one-time agreement necessary to meet statutory requirements allowing qualifying organizations to use Washington State master contracts. The current

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 3 of 57 participant list is found at this link: https://apps.des.wa.gov/DESContracts/Home/MCUAListing

3.6 “ORCPP” means the Oregon Cooperative Procurement Program. ORCPP Participants are able to use DAS Statewide Price Agreements. Participants include cities, counties, school districts, special districts, Qualified Rehabilitation Facilities, residential programs under contract with the Oregon Department of Human Services, United States governmental agencies, and American Indian tribes or agencies. The current Participant list is found at this link: https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx

3.7 “Price Agreement” is defined in ORS 279A.010(1)(v). See also ORS 279B.140.

3.8 “Purchase Order” or “PO” means the Ordering Instrument that is substantially the same in form and content as the Purchase Order attached to this Agreement, as Exhibit 3.

3.9 “Service Order Contract” or “SOC” means the Ordering Instrument that is substantially the same in the form and content as the Service Order Contract attached to this Agreement, Exhibit 4.

3.10 “Services” or “Armored Transport Services” means the Armored Transport services sought under this Agreement as outlined in Exhibit 1.

3.11 “State” means the State of Oregon.

3.12 “Vendor Collected Administrative Fee” or “VCAF” means a charge that is assessed to Authorized Purchasers that purchase from Statewide contracts or Price Agreements and is collected by the Awarded Contractor. The charge is set as a percentage of reported sales that are made by Authorized Purchasers and is collected and rebated to DAS by the Awarded Contractor.

SECTION 4: SERVICES

4.1 Armored Transport Services. Contractor shall provide the Armored Transport Services agreed to in Exhibit 1, which is incorporated by reference as though fully set forth in this Section.

4.2 Administrative Services. Contractor agrees it will provide the administrative Services set forth in Exhibit 1 to this Price Agreement, which is incorporated by reference as though fully set forth in this Section .

SECTION 5: ORDERING METHODS; VENDOR COLLECTED ADMINISTRATIVE FEES

An Authorized Purchaser may obtain Contractor’s Services by following the instructions provided in Exhibit 2, Service Order Process, to this Agreement.

5.1 Purchase Orders. Authorized Purchaser shall order Services by issuing Purchase Orders as follows:

5.1.1 Authorized Purchaser shall submit Purchase Orders to Contractor identifying all agreed upon Service details.

5.1.2 Authorized Purchasers that are Agencies of the State of Oregon ordering Services hereunder shall use the DAS-approved Purchase Order form (attached as Exhibit 3). Unless expressly authorized otherwise by DAS in writing, Contractor shall not accept a different form of Purchase Order from an Agency.

5.1.3 Authorized Purchasers that are not Agencies of the State of Oregon may use their own Purchase Order forms, as agreed to by the Contractor.

5.1.4 To be effective, all Purchase Orders must specify all of the following:

i. The following MANDATORY PURCHASE ORDER LANGUAGE:

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 4 of 57 https://apps.des.wa.gov/DESContracts/Home/MCUAListing https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx

• THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT #[ PO-

10700-00000000]. THE PRICE AGREEMENT IS INCORPORATED BY REFERENCE AND

APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER CONFLICTING

T'S AND C'S, EXPRESS OR IMPLIED and;

ii. The following is MANDATORY PURCHASE ORDER LANGUAGE IF FEDERAL FUNDS WILL BE

USED TO PAY FOR THE SERVICES:

• IN ACCORDANCE WITH SECTION Error! Reference source not found., EXHIBIT 6 OF

THE PRICE AGREEMENT IS INCORPORATED BY REFERENCE HEREIN, APPLIES TO THIS

PURCHASE, AND TAKES PRECEDENCE OVER ANY AND ALL OTHER CONFLICTING

TERMS AND CONDITIONS OF THE PRICE AGREEMENT AND ANY OTHER CONFLICTING

TERMS AND CONDITIONS THAT MAY BE SET FORTH IN THIS PURCHASE ORDER and;

iii. The specific Services ordered;

iv. Billing Rate(s) for Services to be delivered (hourly rate or flat fee);

v. Any expenses permitted to be expensed back to Authorized Purchaser;

vi. The requested delivery schedule, ;

vii. The delivery location(s);

viii. The invoicing address; and

ix. The Authorized Purchaser’s authorized representative contact information including email address.

5.1.5 Provided Contractor is able to provide the Services requested, Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such Purchase Order Contractor accepts creates a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts. DAS is not obligated or liable under a Purchase Order unless DAS is the Authorized Purchaser.

5.1.6 A Contract created by a Purchase Order consists only of the terms specified or required by this Price Agreement. Additional, different, or conflicting terms and conditions in any Purchase Order are of no force or effect. Contractor shall reject any Purchase Order that does not meet the requirements of this Price Agreement.

5.1.7 Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase Order.

5.2 Service Order Contracts. Authorized Purchasers shall, as may be needed from time to time, have the right to enter into Service Order Contracts, substantially in the form attached to this Agreement as Exhibit 4. A SOC, when fully executed, is a binding and enforceable Contract for Contractor’s Services that are similar in form and substance to the Services described in this Price Agreement. All Service Order Contracts shall be subject to the terms and conditions of this Agreement and must be referenced therein.

5.2.1 Contents of Service Order Contract. Each Service Order Contract shall include, in addition to incorporating by reference, the terms and conditions of this Agreement, a detailed statement of services that shall specify the: (a) specific Services that Contractor will provide to the Authorized Purchaser for a particular term or project; (b) the category of expenses for which Authorized Purchaser has agreed to reimburse Contractor; (c) all applicable, firm Billing Rate(s) and any applicable discounts associated with the Service delivery; (d) the term, as well as the specific dates and times the Services shall be provided; (e) locations where the Services shall be provided; (f) any deliverables that will be delivered to the Authorized Purchaser as a result of performing the Services; and (g) the mandatory language set forth in Section 5.1.4(5.1.4i, (ii), (viii), and (ix).

5.2.2 Provided Contractor is able to provide the Services requested, Contractor shall enter into SOCs offered by Authorized Purchasers that comply with the provisions of this Price Agreement until this Price Agreement terminates. Each such SOC that Contractor accepts creates a separate Contract between the parties, enforceable in accordance with the terms thereof and independent

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 5 of 57 of all other such Contracts. DAS is not obligated or liable under any SOC unless DAS is the Authorized Purchaser.

5.2.3 A Contract created by a SOC consists only of the terms specified or required by this Price Agreement. Additional, different or conflicting terms and conditions in any SOC are of no force or effect. Contractor shall reject any SOC that does not meet the requirements of this Price Agreement.

5.3 Verifying Authorized Purchasers. Contractor shall reject any and all Ordering Instruments issued under this Price Agreement if the party issuing the Ordering Instrument is not an Authorized Purchaser. Contractor may verify Authorized Purchasers that are ORCPP participants at the following address:

https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx

Contractor may verify Authorized Purchasers that are CUA participants at the following address:

https://apps.des.wa.gov/DESContracts/Home/MCUAListing

5.4 Compliance with Agreement. Pursuant to ORS 279A.210(1)(c) neither an Authorized Purchaser nor Contractor shall accept or enter into any SOC or PO that does not comply with the terms and conditions of this Agreement. Notwithstanding the foregoing, a SOC or PO may amend the terms and conditions of this Agreement if agreed to in an amendment made in accordance with Section 8.4 below and only to the extent that such amendment does not, in accordance with ORS 279A.210(1)(c), amend the material terms and conditions of this Agreement.

5.5 Volume Sales Reports ("VSR") and Vendor Collected Administration Fee (“VSR”). Contractor shall submit Volume Sales Reports (“VSR”) substantially in the form attached hereto as Exhibit 8 and pay Vendor Collected Administrative Fees (“VCAF”) of two percent (2%) of gross total sales, less any credits, made to Authorized Purchasers during the reporting period. as set forth at https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx, .

SECTION 6: CONSIDERATION

Contractor shall be compensated for completing Services based on the Billing Rates set forth in Section 6.1 below and Exhibit 7 attached to this Agreement. All Billing Rates include all overhead and administrative expenses and an Authorized Purchaser shall not be charged separately for any such costs incurred by Contractor.

Notwithstanding the foregoing, Contractor may, if agreed to in a SOC or PO, charge an Authorized Purchaser for

(i) third-party facilities fees as a pass-through expense without mark-up, (ii) travel and lodging in accordance with the State’s Statewide travel policy as found in the Oregon Accounting Manual which is located at the URL listed herein and which is incorporated by reference as though fully set forth in this Section:

https://www.oregon.gov/das/Financial/Acctng/Documents/40.10.00.pdf

6.1 Contractor Billing Rates. Billing Rates are subject to separate negotiation between an Authorized Purchaser and Contractor. However, in no event shall any Billing Rate exceed the rates agreed upon in Exhibit 7 – Billing Rate Schedule. Billing Rates shall include all charges associated with Services being provided. Any hourly Services shall be charged in fifteen (15) minute increments.

6.1.1 Changes in Billing Rates The proposed Billing Rates shall remain in effect and firm for the first two (2) years this Price Agreement is in effect. Thereafter, Billing Rates de-escalation or escalation requests shall be subject to DAS approval and must be submitted at least sixty (60) days prior to the expiration of any Term. Rate adjustment requests must be accompanied by documentation of costs incurred that affect billing rates. Rate adjustment requests that merely refer to cost increases and lack detail relative to purported cost increases may be rejected.

6.1.1.1 Price adjustment requests must be supported by the following Producer Price Index (PPI) Series ID: PCU561612561612 Security Guards and Patrol Services as

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 6 of 57 https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx https://apps.des.wa.gov/DESContracts/Home/MCUAListing https://www.oregon.gov/das/Financial/Acctng/Documents/40.10.00.pdf published by the U.S. Department of Labor, Bureau of Labor Statistics.

http://data.bls.gov/dataViewer/view/timeseries/PCU5616125616121

6.1.1.2 Price adjustments shall be equal to the percentage change (increase or decrease) of the base index identified in section 6.1.3, from the rate twelve (12) months prior e.g.

January to January December to December etc.

6.1.1.3 It is the Contractor’s responsibility to provide documentation supporting any price adjustment requested. Documentation shall include, but is not limited to, all applicable indices and other direct costs to substantiate adjustment request. Price increase requests will not be granted retroactively or for years in which Contractor failed to request increases.

6.1.1.4 DAS reserves the right to accept or reject any proposed price changes, in the best interest of the DAS. If the proposed price or discount changes are accepted, they shall become effective on the first day of the Extension Period.

6.1.1.5 DAS and Authorized Purchasers shall be given the benefit of any price decrease.

Contractor shall notify DAS at the time of Price Agreement renewal, of the amount and effective date of the decrease. This decrease shall apply to orders placed on or after the Effective Date of the Price Agreement extension. Invoices shall reflect prices in effect on the date the Authorized Purchasers Ordering Document was written.

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

SECTION 7: INVOICING

7.1 Contractor shall invoice Authorized Purchaser for the Services as agreed to in the applicable Ordering Instrument. Contractor must submit invoices to the Authorized Purchaser monthly, shall bill only for Services actually performed, and shall be paid only in accordance with the terms of the applicable Ordering Instrument.

Payment shall be subject to the Authorized Purchaser's review and approval of invoices submitted by Contractor. Invoices that are incomplete, inaccurate, unclear, or vague, may be rejected by the Authorized Purchaser. Invoices that include fees or expenses not previously agreed upon to in the applicable Ordering Instrument shall be rejected by the Authorized Purchaser.

7.2 All invoices shall detail the following information at the request of an Authorized Purchaser:

1. The Authorized Purchaser as well as any agency, division, or work unit for which the Services were performed,

2. The Ordering Instrument number,

3. Invoice number,

4. Dates and location of Services provided,

5. Amounts previously invoiced under the applicable Ordering Instrument,

6. The Billing Rates and expenses applied to the Services as follows:

i. Flat fee Billing Rate,

ii. Number of hours Services were performed,

iii. Total fees owing for the Services,

iv. Line item for each expense subject to reimbursement as pre-approved in the applicable ordering instrument along with applicable receipts,

v. Total amount owing for pre-approved expenses, and

vi. Total amount owing under the applicable invoice (fees plus, if pre-approved, expenses)

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 7 of 57 http://data.bls.gov/dataViewer/view/timeseries/PCU5616125616121

7. Receipts for all pre-approved expenses for which Contractor is claiming reimbursement,

8. Any discounts applicable, including any that may be applied for accelerated payments,

9. Amounts previously invoiced under the applicable Ordering Instrument,

10. Any balance remaining on any maximum not-to-exceed amount agreed to in the Ordering Instrument after payment under the invoice being submitted, and

11. Location to which payment must be paid.

7.3 All accurate, completed invoices will be paid within forty-five (45) days from the date of invoice pursuant to Oregon Revised Statute (ORS) 293.462(4) and OAM Policy #15.40.115.

7.4 All payments are subject to the provisions of ORS 293.462 and shall not exceed any total maximum not-to-exceed compensation set forth in the applicable Ordering Instrument. An Authorized Purchaser shall have no liability for any Billing Rates, expenses, or any other fees that are charged in amounts that exceed those agreed to in the applicable Ordering Instrument. An Authorized Purchaser shall have no liability for any Billing Rates, expenses, or any other fees that exceed the maximum not-to-exceed compensation agreed to in the applicable Ordering Instrument.

SECTION 8: TERM OF AGREEMENT; AMENDMENTS

8.1 Term

8.1.1 The initial term of this Price Agreement shall be, unless earlier terminated in accordance with the terms and conditions of the Agreement, three (3) years, beginning on the date this Price Agreement has been executed and all required approvals have been obtained (the “Term”).

8.1.2 On concurrence of the parties, this Price Agreement may be extended for one (1) or more additional 12-month extension terms (each an "Extension Term" and any Extension Term together with the Term shall also be referred to herein as the “Term”). Any and all Extension Terms agreed to shall be set forth in an amendment made in accordance with Sections 8.2 and 8.4

8.4 below. No SOCs or POs executed prior to the expiration of this Agreement may extend more than one year beyond the expiration of this Agreement without the written consent of DAS . No SOCs or POs may be extended after the expiration of this Agreement.

8.1.3 In the event the duration of an Ordering Instrument (“Duration”) survives expiration of this Agreement, all of the terms and conditions of this Agreement shall nonetheless survive expiration for the Duration remaining on the applicable Ordering Instrument. Upon expiration of the Duration of the applicable Ordering Instrument, the survival provisions set forth in Section 24 below shall remain in full force and effect.

8.2 Extension of Then-Current Term. DAS reserves the right in its sole discretion to extend the Term of this Agreement for not more than six (6) calendar months beyond any then-current Term. DAS shall notify Contractor in writing of the one-month extension at least thirty (30) calendar days before the then-current Term expires. All such one-month extensions shall be agreed to in an amendment made in accordance with Section 8.4 below. Contractor shall not have the right to increase pricing during any one-month extension agreed to pursuant to this section.

8.3 Anticipated Amendments. The parties anticipate that during the term of the Agreement, the parties may need to modify selected terms and conditions of this Agreement. Any amendments agreed to shall be made in accordance with OAR 125-247-0805 and ORS 279A.210(1)(c), which shall be incorporated by reference as though fully set forth in this Section. Amendments that may be required may include, without limitation, those relating to (a) changes in the State's business process or restructure of an Authorized Purchaser, (b) additional Services that are within the scope of the original procurement and the Agreement, (c) certain Services that are no longer required to be performed, and (d) Billing Rates changes but only in accordance with Section 6 above.

8.4 Amendments. No waiver, consent, or amendment of terms to this Agreement, including any Exhibits, SOCs

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 8 of 57 and POs, shall be binding unless in writing and signed by the authorized representatives of the applicable parties, and all approvals required by applicable law have been obtained. Pursuant to ORS 279A.210(1)(c) no SOC or PO may amend any of the material terms or conditions of this Agreement. Any SOC or PO that amends this Agreement in accordance with ORS 279A.210(1)(c) shall expressly state that the amended terms are for purposes of such SOC or PO only and must include the signature of an authorized representative of DAS. In no event shall any permitted amendatory SOC or PO serve to amend this Agreement for the purposes of any other SOC or PO.

SECTION 9: INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND WITHHOLDING

9.1 Independent Contractor. Contractor shall perform all Services as an independent contractor. DAS and other Authorized Purchasers reserve the right to (i) determine and modify the delivery schedule for the Services and (ii) evaluate the quality of the Services. However, neither DAS nor any other Authorized Purchaser has the right to control, nor will they control, the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

9.2 No Agency or Employment. Contractor understands and agrees that neither Contractor nor any of its employees or other Contractor Personnel are an "officer," "employee," or "agent" of DAS or any Authorized Purchaser, as those terms are used in ORS 30.265.

9.3 Responsibility for Taxes

9.3.1 Contractor shall be responsible for all federal or state taxes, or both state and federal taxes, applicable to compensation or payments paid to Contractor under any SOC or PO and, unless Contractor is subject to backup withholding, neither DAS nor any Authorized Purchaser will withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. If Contractor is an individual natural person, Contractor is not eligible for any social security, unemployment insurance, or workers' compensation benefits from compensation or payments paid to Contractor under the SOC or PO, except as a may be applicable to a self-employed individual.

9.3.2 Tax Compliance. Contractor warrants that Contractor 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 extensions, 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: (a) All tax laws of this State, including those referenced in ORS 305.380(4), ORS

305.620 and ORS chapters 316, 317, and 318; (b) Any tax provisions imposed by a political subdivision of this State that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (c) Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (d) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

9.3.3 Any failure to comply with the provisions set forth in Section 9.3.2 above (“Tax Compliance”), including Contractor’s warranty set forth therein, constitutes a material breach of this Agreement.

Any such failure to comply shall entitle DAS to terminate this Agreement, to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of its rights and remedies available under this Agreement, at law, or in equity, including but not limited to:

(a) Termination of this Agreement, in whole or in part;

(b) Exercise of the right of setoff, and withholding of amounts otherwise due and owing to

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

(c) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief.

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 9 of 57

9.3.4 DAS and other affected Authorized Purchasers may also, in addition to those rights and remedies set forth in Section 9.3.3 above, recover any and all damages suffered as the result of Contractor's breach of this Agreement, including but not limited to direct, indirect, incidental, and consequential damages, costs of cure, and costs incurred in securing replacement Services.

9.4 Reporting to Oregon Department of Revenue. DAS will report this Agreement to the Oregon Department of Revenue. The Department of Revenue may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including: (i) garnishing Contractor’s compensation under this Agreement or any SOC or PO issued by a state agency; and (ii) exercising a right of setoff for any amounts that may be due and unpaid.

SECTION 10: CONFLICTS OF INTEREST

If Contractor is currently performing services for the State of Oregon or the federal government, Contractor represents and warrants that: Contractor’s Services to be performed under any SOC or PO create no potential or actual conflict of interest as defined by ORS chapter 244, and no statutes, rules, or regulations of the state or federal agency for which Contractor currently performs services would prohibit Contractor’s Services under any SOC or PO.

SECTION 11: COMPLIANCE WITH APPLICABLE LAW. AUTHORIZED PURCHASER POLICIES AND

PROCEDURES

11.1 Contractor shall comply with all federal, state and local laws, regulations, executive orders, and ordinances applicable to this Agreement, to any SOCs or POs, and to the performance of the Services, as those provisions may be adopted or amended from time to time. DAS’ and each Authorized Purchaser’s performance under each SOC or PO is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230, and 279B.235, which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of any SOC or PO, use recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii).

11.1.1 Contractor is responsible for making any modifications to its Services as is necessary to achieve compliance with applicable laws and standards as they may be amended, adopted, or enacted from time to time. Contractor shall also be responsible for promptly notifying DAS and any affected Authorized Purchaser of any such amended or newly adopted or enacted applicable law that may require Contractor to modify its Services and, if required, for the Parties to amend this Agreement or an applicable PO or SOC in order to comply with such changes in applicable law.

11.2 Without limiting the generality of Sections 9.3 and 11.1 above, Contractor must, throughout the Term of this Agreement and any Duration of an Ordering Instrument, comply with all tax laws of the State and all applicable tax laws of any political subdivision of the State. For the purposes of this section, “tax laws” includes all the provisions described in Section 15.6 below.

11.3 Contractor shall comply with all policies and procedures of any Authorized Purchaser with whom Contractor enters into a SOC or PO, including, without limitation, those relating to access to and use of facilities, criminal background checks, driving record checks, use and dissemination of Authorized Purchaser information, and use of information technology and other tangible or intangible Authorized Purchaser assets. Contractor shall require the same from its Key Persons and any employees, agents, or subcontractors.

11.4 Pay Equity Compliance.

As required by ORS 279B.235, Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this Section and with Section 0 below constitutes a

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 10 of 57 material element of this Price Agreement and a failure to comply constitutes a breach that entitles DAS to terminate this Price Agreement for cause.

As required by ORS 279B.235, Contractor shall not have the right to prohibit any of its 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.

11.5 Nondiscrimination in Employment.

Contractor certifies, in accordance with ORS 279A.112, that Contractor has in place a written policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class, as defined by ORS 279A.112. As a material term of this Agreement, Contractor shall maintain, throughout the Term of this Agreement and Duration of any Ordering Instrument, a policy and practice that complies with ORS 279A.112. Contractor’s policy and practice must include giving employees a written notice of a policy that both prohibits and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault, or unlawful discrimination. DAS and any Authorized Purchaser has the right to request a copy of Contractor’s policy and within five (5) business days of any such request, Contractor shall provide such policy to DAS or the requesting Authorized Purchaser.

SECTION 12: CONFIDENTIALITY; NON-DISCLOSURE; CRIMINAL BACKGROUND CHECKS

12.1 Confidential Information

Contractor acknowledges that it and its employees, agents, or subcontractors (individually and collectively for purposes of this Section 12 only, “Contractor Personnel”), or any combination or all of them, may, in the course of performing the Services under this Agreement and any Ordering Instrument, be exposed to or acquire information that is confidential to DAS or an Authorized Purchaser or DAS’s or an Authorized Purchaser’s clients.

Any and all information of any form obtained by Contractor or Contractor Personnel in the performance of this Agreement or any Ordering Instrument is deemed to be confidential information of DAS or an Authorized Purchaser (“Confidential Information”). Contractor shall treat, and cause Contractor Personnel to treat, any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not to include information that

(i) is or becomes (other than by disclosure by Contractor) publicly known; (ii) is furnished by DAS or an Authorized Purchaser to others without restrictions similar to those imposed by this Agreement; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement or, as applicable, an Ordering Instrument; (iv) is obtained from a source other than DAS or an Authorized Purchaser without the obligation of confidentiality, (v) is disclosed with the written consent of DAS, or as applicable, Authorized Purchaser, or; (vi) is independently developed by Contractor Personnel who can be shown to have had no access to the Confidential Information.

12.2 Non-Disclosure

Contractor shall hold, and cause Contractor Personnel to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties, or use Confidential Information for any purposes whatsoever other than the provision of Services to Authorized Purchasers pursuant to an Ordering Instrument, and shall advise each of its Contractor Personnel of their obligation to keep Confidential Information confidential. Contractor shall assist Authorized Purchasers in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise DAS and the applicable Authorized Purchaser immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and Contractor will at its expense cooperate with DAS or the applicable Authorized Purchaser, or both, in seeking injunctive or other equitable relief in the name of DAS or Authorized Purchaser, or both, or Contractor against any such person. Contractor shall not at any time during or after the term of this Agreement and any Ordering Instrument, except as directed by DAS, or as applicable, by Authorized Purchaser, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 11 of 57 this Agreement, and that upon termination of this Agreement or at the request of DAS, or as applicable, Authorized Purchaser, Contractor shall deliver to DAS or, as applicable, Authorized Purchaser, all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Agreement or any applicable Ordering Instrument, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of performance of the Services.

12.2.1 In addition to, and without limiting the generality of Sections 12.1 and 12.2 above, Contractor shall not breach or permit breach of the security of any Personal Information that is contained in any document, record, compilation of information or other item to which Contractor or Contractor Personnel receives access, possession, custody, or control under this Agreement or any Ordering Instrument. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized person, of any such Personal Information. Contractor shall not use, distribute or dispose of any Personal Information other than expressly permitted by Authorized Purchaser, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

12.2.2 Contractor shall promptly report to DAS and Authorized Purchaser any breach of security, theft, loss, or other unauthorized access, use, or disclosure of any document, record, compilation of information or other item that contains Personal Information to which the Contractor receives access, possession, custody or control in the performance of this Contract.

12.2.3 Contractor shall cause Contractor Personnel to comply with Section 12.1 and this Section 12.2.

12.3 Non-Disclosure Agreements

Contractor shall, upon an Authorized Purchaser’s request, promptly provide a written non-disclosure agreement for Authorized Purchaser’s review and consent for use, and then obtain executed non-disclosure agreements from Contractor and, if and as applicable, Contractor Personnel (as defined under Section 12.1 above) performing Services or other permitted obligations under this Contract.

12.4 Criminal Background Checks.

Contractor or, as applicable, any Contractor Personnel, or both of them, that will perform Services under any Ordering Instrument must submit to a criminal background check at the request of an Authorized Purchaser which may include any combination of fingerprinting, Oregon Law Enforcement Data Systems (“LEDS”) and Federal Bureau of Investigation Criminal Justice Information Services (“FBI CJIS”) background checks.

Background checks shall be conducted by Contractor or by Authorized Purchaser as requested by Authorized Purchaser and in accordance with applicable law. Such background check must occur prior to having access to any Confidential Information of an Authorized Purchaser or performing any Services under an Ordering Instrument, whichever occurs first. Background checks will be performed at Contractor expense. Authorized Purchaser in its sole discretion has the right to reject any Contractor or Contractor Personnel or both of them, from performing any of the Services based on the results of the background check.

12.4.1 At Contractor's expense, Contractor and Contractor's staff assigned to work under Price Agreements awarded as a result of this RFP must pass, to Authorized Purchaser's satisfaction, a background check and/or any other security checks that an Authorized Purchaser may reasonably request which may include a Criminal Justice Information Services background check.

12.4.2 Contractor agrees to require all Contractor's staff to submit to such check. Contractor shall require all Contractor's staff to fully cooperate with Authorized Purchaser to ensure complete security background checks can be completed in a timely fashion. Contractor and Contractor's staff shall comply with Authorized Purchaser's security regulations including any procedure which Authorized Purchaser's personnel and consultants are normally asked to follow.

12.4.3 Contractor understands and acknowledges that, prior to providing services, they may be required to attest and confirm, in writing, that all applicable employees, and subcontractors of Contractor have passed a criminal record check as requested by an Authorized Purchaser and have been

ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 12 of 57 found to be appropriate for services under the terms and conditions and for the duration of this Agreement and any applicable ordering instrument.

12.4.4 Contractor certifies that all individuals providing services under this contract have a completed background check. Upon request, Contractor shall certify in writing that the check revealed no negative findings related to dishonesty, fraud, theft. Contractor must not provide individuals for work under this contract who do not have a completed background check.

SECTION 13: SUBCONTRACTING; SUCCESSORS AND ASSIGNS

13.1 Assignments or Transfers; Successors and Assigns

13.1.1 Contractor may not assign, transfer, or subcontract any of its rights under this Agreement, or delegate or subcontract any duties or obligations under this Agreement, without the prior written consent of DAS regardless of whether such assignments or transfers are voluntary or involuntary, by merger, consolidation, stock transfer, asset sale, change in control, dissolution, operation of law, or by any other manner.

13.1.2 Any purported assignment, transfer, or subcontracting of rights or delegation or subcontracting of duties or obligations in violation of this Section is void.

13.1.3 DAS’ consent given for any of the actions described in this Section shall not relieve Contractor of any of its duties, liabilities, or obligations under this Agreement or any resulting Contract, or both.

13.1.4 The provisions of this Agreement and any and all Ordering Instruments shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns, if any.

13.1.5 DAS and, as may be applicable, each Authorized Purchaser, reserve the right to require, prior to consenting to any assignment, transfer or subcontract under this Section, any proposed successors, assigns, or subcontractors to undergo a responsibility determination equivalent to that which was a contingency of the award of this Price Agreement.

SECTION 14: INTELLECTUAL PROPERTY

14.1 Definitions. The following terms have the meanings set forth below:

14.1.1 “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services provided pursuant to this Agreement and a PO or a

SOC.

14.1.2 “Third Party Intellectual Property” means any intellectual property owned by parties other than Authorized Purchaser or Contractor.

14.1.3 “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that is specifically made, conceived, discovered or reduced to practice by Contractor (either alone or with others) pursuant to this Agreement and a SOC, or a PO.

14.2 Ownership of Certain Work Product. Work Product that is required to be delivered to an Authorized Purchaser as a deliverable (“Deliverable”) as agreed to under a SOC or PO shall be the exclusive property of the Authorized Purchaser. Contractor agrees that Deliverables which are required to be delivered to and which are paid for by an Authorized Purchaser shall be “work made for hire” of which the Authorized Purchaser is the author within the meaning of the United States Copyright Act. If for any reason any such Deliverable(s) is not “work made for hire,” Contractor irrevocably assigns to Authorized Purchaser any and all of its rights, title, and interest in such Deliverable(s). Upon Authorized Purchaser’s reasonable request, ATTACHMENT A – SAMPLE PRICE AGREEMENT Page 13 of 57

Contractor shall execute such further documents and instruments necessary to fully vest such rights in Authorized Purchaser.

14.3 Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Authorized Purchaser pursuant to the Services performed under a SOC, or a PO.

Contractor shall be the owner of all Work Product that is not “work made for hire” as identified in Section 14.2 above. Contractor grants Authorized Purchaser a license to use any and all Contractor Intellectual Property incorporated into any Work Product.

14.4 Third Party…