Food Services Sample PA Attach A.pdf

DPSST Contract-25900-XXXXXXXX DPSST Price Agreement

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DPSST Price Agreement for Services v1 – July 2024

ATTACHMENT A

SAMPLE PRICE AGREEMENT

STATE OF OREGON

DEPARTMENT OF PUBLIC SAFETY STANDARDS AND TRAINING

AGENCY PRICE AGREEMENT

PO-25900-XXXXXXXX

OREGON PUBLIC SAFETY ACADEMY FOOD SERVICES MANAGEMENT

This DPSST Price Agreement (“Agreement”) is entered into by and between the State of Oregon (“State”) acting by and through its Department of Public Safety Standards and Training (“DPSST”) and Vendor Legal Name (“Contractor”) for Oregon Public Safety Academy (“OPSA”) Food Services.

RECITALS

A. WHEREAS, DPSST desires to engage the Contractor, through this Agreement, to make available to DPSST those services described in Exhibit B (the “Services”);

B. WHEREAS, on [DATE], DPSST issued Request for Proposal No. S‑25900‑00015555, thereby providing authority to directly award contracts to the Contractor and other qualified providers of the Services;

C. WHEREAS, the Contractor is willing to provide certain Products and Services to DPSST, its designated constituent agencies, and facility user groups that have been formally authorized by DPSST to utilize this Agreement (collectively, the “Authorized Purchasers”);

D. WHEREAS, other agencies of the State of Oregon may obtain services from the Contractor through their own procurement methods, but such agencies shall not be deemed

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Authorized Purchasers under this Agreement due to applicable Oregon procurement law constraints; and

E. WHEREAS, DPSST is entering into this Agreement pursuant to the authority afforded in

ORS 181A.410(2).

AGREEMENT

DPSST and Contractor hereby agree as follows:

PURPOSE OF AGREEMENT

This Agreement establishes the terms and conditions applicable to Contractor and DPSST in connection with the Services, including but not limited to:

1.1 the form of the ordering instruments to be used by Authorized Purchasers and Contractor to enter contracts for Products, Services or both, including purchase orders (“Contracts”) or other ordering instruments (collectively, “Contracts”);

1.2 the terms and conditions applicable to Contracts;

1.3 the process through which Contracts will be created; and

1.4 the pricing applicable to Contracts

DPSST and Contractor will enter into binding and enforceable contracts for Products or Services or both only by execution of Contracts, substantially in the form attached hereto as Exhibit C.

Other Authorized Purchasers may enter into Contracts substantially in the form of Exhibit C, but are not required to do so and may use forms or other ordering instruments as agreed upon by the Authorized Purchaser and Contractor.

Each Contract will specify the Services to be performed and will incorporate the terms and conditions set forth in Exhibit A, which is attached hereto and incorporated herein by this reference, as applicable to the Contract.

DEFINITIONS.

In addition to any other terms defined elsewhere in this Agreement, the following defined terms apply:

2.1 “DPSST Price Agreement” means a Contract between DPSST and the selected Responsive and Responsible Offeror for Services at agreed upon terms and pricing for use by DPSST and its Authorized Purchasers.

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

2.3 “Calendar Day” means any day on the Western calendar.

2.4 “Deliverables” means all Services that Contractor is required to provide to Authorized Purchasers under a Contract, including any Work Product.

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2.5 “Services” means furnishing of goods, labor, and services as specified in this Agreement and the incorporated attachments.

2.6 “Work Product” means every invention, discovery, work of authorship, trade secret, or other tangible or intangible item and all Intellectual Property rights therein that Contractor is required to provide to Authorized Purchasers pursuant to the Services.

EFFECTIVE DATE AND TERM.

This Agreement is effective on the later of: (i) DATE, or (ii) the date that it has been executed by DPSST and Contractor and has been approved as required by applicable law (the “Effective Date”). Unless sooner terminated or extended, this Agreement expires on DATE, (“Agreement Term”). DPSST and Contractor may extend this Agreement by a fully-executed, written amendment. Agreement expiration or termination does not extinguish or prejudice DPSST’s right to enforce this Agreement with respect to any Contractor breach or any default or defect in Contractor performance that has not been cured.

AGREEMENT DOCUMENTS.

This Agreement includes the Agreement and its exhibits as set forth below which are attached hereto and fully incorporated herein by this reference. If a conflict, inconsistency, or ambiguity exists among any portion of this Agreement and any other documents, then the conflict, inconsistency or ambiguity shall be interpreted in the following order of precedence:

4.1 This Agreement less all exhibits;

4.2 Exhibit A, Purchase Order Terms and Conditions;

4.3 Exhibit B, Description of Services and Pricing;

4.4 Exhibit C, Sample Purchase Order Form; and

4.5 Exhibit D, Insurance Requirements.

FIRM OFFER ESTABLISHED

This Agreement constitutes a firm offer by Contractor regardless of whether any Contract for Services is executed. This Agreement is enforceable as a firm offer pursuant to ORS 279B.140 for the Agreement Term specified in Section 3, and all pricing in Exhibit B is valid until the Agreement expires or is terminated, unless the pricing is changed as set forth in Subsection 5.2.

Notwithstanding ORS 72.2050, obligations under this Agreement are not revocable by Contractor.

CONTRACT FOR SERVICES.

6.1 Contract Form. DPSST and Authorized Purchasers must use a PO or WOC form substantially similar to the forms attached as Exhibit C. Excluding DPSST, Authorized Purchasers may use their own forms of PO as agreed upon with

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Contractor.

6.2 Contract Negotiation. Prior to issuing a Contract, DPSST and Contractor may negotiate the Services to be included in the Contract from the Services set forth in Exhibit B including but not limited to the cost of the Services. DPSST and Contractor may negotiate a fixed price or maximum amount payable for the Services under the Contract based on the pricing specified in Exhibit B. Contractor’s pricing under any resulting Contract shall not exceed the pricing specified in Exhibit B.

6.3 Contract Content. To order Services, DPSST must submit a Contract to the Contractor that specifies all of the following:

6.3.1 Language stating that the Contract is submitted pursuant to this Agreement, the Agreement number, and incorporating all terms and conditions of this Agreement;

6.3.2 Clear description of the required Services and associated deliverables;

6.3.3 Rates and maximum amount payable for the Services (including travel and other expenses);

6.3.4 Required delivery schedule for the Services; and

6.3.5 Invoicing address.

6.4 Contract Rejection. Contractor shall reject Contracts that do not comply with this Section 6.

6.5 Ordering Instrument Creation. Each fully-executed Contract creates a separate contract between Authorized Purchaser and Contractor that is enforceable according to its terms and is independent of all other executed Contract’s. Each Contract consists only of the terms specified for Contract’s in this Agreement and no other terms, regardless of source.

COMPENSATION

7.1 Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Agreement, which includes any and all allowable expenses, is $XX,XXX,XXX.XX (DOLLAR AMOUNT WRITTEN dollars). DPSST will not pay Contractor any amount in excess of the not-to-exceed compensation of this Agreement and will not pay for Services performed before the Effective Date or after the expiration or termination of this Agreement. If the maximum compensation is increased by amendment of this Agreement, the amendment must be fully executed and effective before Contractor performs Services subject to the amendment.

7.2 Payment. DPSST will pay Contractor for Services and associated deliverables according to the payment methodology specified in the applicable Contract. DPSST will pay Contractor only for Services that Contractor has delivered or completed and that DPSST has accepted.

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SERVICES; PRICING.

Attached hereto as Exhibit B is a list of the Services and applicable prices available pursuant to this Agreement.

8.1 Contractor and Authorized Purchaser may agree to lower prices for Services.

8.1.1 Price Decrease. Authorized Purchasers shall be given the immediate benefit of any price decrease Contractor offers to any other of its customers. Contractor shall promptly notify DPSST of the amount and effective date of each decrease. This decrease applies to orders placed on or after the effective date of the decrease.

Invoices must reflect prices in effect on the date Authorized Purchasers Contract document was issued.

8.1.2 Should such decreased prices again increase during the term of the Agreement, including extensions, DPSST shall honor the increase if acceptable documentation verifying the increase is submitted to DPSST. DPSST shall determine in its sole discretion what constitutes acceptable documentation.

8.1.3 Contractor shall subtract from prices charged to Authorized Purchasers any unit price decrease that has been achieved or gained by Contractor. Contractor shall give Authorized Purchasers the immediate benefit of the decrease. Contractor shall promptly notify the DPSST Agreement Administrator of the amount and effective date of the decrease.

8.2 Contractor and DPSST may agree to increasing prices for Services.

8.2.1 Not more than one (1) time per year, on the anniversary of the Effective Date of this Agreement, DPSST may approve a cost increase.

8.2.2 All requests for cost increases must be submitted by the Contractor to the DPSST in writing not less than sixty (60) Calendar Days prior to the requested cost increase implementation date.

8.2.3 Requests for cost increases must include documentation supporting the increase to include all documentation the Contractor is utilizing to justify the cost increase request.

8.2.4 Decision to approve or deny requests for cost increase are subject to DPSST approval at their sole discretion and will incorporate several factors to include available budgetary authority and availability of funds.

8.2.5 DPSST will notify Contractor in writing of decision regarding cost increase requests within thirty (30) Calendar Day of receipt of the request.

VOLUME SALES REPORT AND VENDOR COLLECTED

ADMINISTRATIVE FEE.

Brown Katrina This is the term used below.

BERGERSON Adam Thanks.

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9.1 Volume Sales Report (“VSR”).

9.1.1 Contractor shall submit a VSR to DPSST no later than thirty (30) Calendar days following the end of each calendar quarter through the Agreement term (“Calendar Quarter”). The first Calendar Quarter begins on the Effective Date, and each subsequent Calendar Quarter begins the day following the end of the immediately preceding Calendar Quarter. Each Calendar Quarter ends on the earliest date of the following to occur after the beginning of the Calendar Quarter: March 31, June 30, September 30, or December 31.

Contractor shall include the following information in each VSR:

• Complete and accurate details of gross sales amounts made, less any credits to DPSST for all sales during the Calendar Quarter for Services delivered;

• All information requested in Exhibit D, DPSST Volume Sales Report Template

- Data Requirement, Format and Layout; and

• All other information that DPSST may reasonably request.

9.1.2 If Contractor did not receive any payments during the Calendar Quarter for Services delivered under any Contracts, Contractor shall deliver a VSR to DPSST within the timeframe specified in this subsection 9.1.1 that specifies the Calendar Quarter covered by the report and that no Services were delivered to any Authorized Purchasers during that Calendar Quarter.

9.1.3 Data Medium and Delivery Medium. Contractor shall deliver VSRs in MS Excel (.xlsx) format to DPSST by e-mail. DPSST will not accept hard copies of VSRs. DPSST will accept VSRs on CDs only if the size of the electronic VSR file prohibits transmission of the VSR to DPSST by e-mail. DPSST, through its Agreement Administrator, may waive some or all of these requirements in writing.

9.1.4 Receipt/Acceptance. Contractor shall deliver the first VSR required under this Agreement to the DPSST Contract Administrator for review and approval. Upon approval, Contractor shall deliver this first VSR and all subsequent VSRs via email to the DPSST named Price Agreement Contract Administrator or their designee. DPSST may challenge or dispute the validity of any VSR at any time during the term of this Agreement.

9.1.5 DPSST may terminate this Agreement pursuant to section 13.3 if Contractor fails to deliver a VSR according to this section 9.1.

9.2 Vendor Collected Administrative Fee (“VCAF”).

9.2.1 Contractor shall remit to DPSST a VCAF in the amount of ten percent (10%) of Contractor's gross sales amounts made, less any credits to DPSST during each Calendar Quarter. Contractor shall not reflect the VCAF as a separate line-item charge to Authorized Purchasers.

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9.2.2 DPSST will deliver an invoice the Contractor for the VCAF based on the information in each VSR.

9.2.3 Contractor shall remit each VCAF payment to DPSST by check within forty-five (45) Calendar Days following the end of each Calendar Quarter to:

State of Oregon Department of Public Safety Standards and Training Attn: Business Services 4190 Aumsville Hwy SE Salem, Oregon 97317

DPSST will not accept any other form of payment unless specifically approved by the DPSST Agreement Administrator.

9.2.4 Any VCAF payments Contractor makes or causes to be made to DPSST after the payment due date shall accrue interest at a rate of 18% per annum or the maximum rate permitted by law, whichever is less, until Contractor pays the overdue amount in full. DPSST' right to interest on late payments does not preclude DPSST from exercising any of its other rights or remedies pursuant to this Agreement or otherwise with regards to Contractor's failure to make timely payment.

9.2.5 Contractor shall maintain all financial records under this Agreement in accordance with generally accepted accounting principles, and all other records in such a manner as to clearly document Contractor’s performance. Upon reasonable notice and during Contractor’s customary business hours, Contractor shall permit DPSST and any person authorized by DPSST, to perform examinations and audits and make excerpts and transcripts of Contractor’s records related to this Agreement and Contracts to determine and verify the figures reported in any VSR. If any audit reveals VCAF underpayment, Contractor shall immediately pay the amount of underpayment, together with all applicable interest at the rate specified in section

9.2.5. At DPSST’ request, Contractor shall pay the reasonable cost of any audit that reveals a VCAF underpayment may or does exist, as determined by DPSST.

9.2.6 Contractor shall retain and keep accessible all such records for a minimum of six (6) years, or such longer period as may be required by applicable law, following termination of this Agreement, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever date is later

REPRESENTATIONS AND WARRANTIES:

Contractor represents and warrants to DPSST that:

10.1 Contractor is not an “officer,” “employee,” or “agent” of State, as those terms are used in ORS 30.265;

10.2 Contractor fully understands and will perform its obligations under this Agreement;

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10.3 Contractor is qualified to do business in the State of Oregon and will remain qualified throughout the Agreement term;

10.4 Contractor is not in arrears in the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits, and will not become so during the Agreement;

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

10.6 Contractor will comply with all federal, state, and local laws, ordinances, rules, regulations, and executive orders, as may be adopted or modified from time to time and as applicable to its performance under this Agreement;

10.7 Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Services shall not violate any such law, ordinance, regulation or order;

10.8 Contractor’s performance under this Agreement to the best of Contractor's knowledge creates no potential or actual conflict of interest, as defined by ORS Chapter 244, for either Contractor or any Contractor personnel that will perform the Services under this Agreement;

10.9 Contractor represents and warrants that the personnel providing services under this Agreement are employees of Contractor; that Contractor withholds applicable income taxes from the pay of its employees; that Contractor pays workers’ compensation insurance premiums arising from the employment of its employees under this Agreement; that Contractor makes all other applicable tax and related payments arising from that employment (including without limitation social security tax payments); and that Contractor provides employee benefits to its employees, including without limitation health insurance benefits, vacation benefits, and retirement benefits;

10.10 Contractor (to the best of Contractor’s knowledge), for a period of no fewer than six

(6) calendar years preceding the Effective Date, faithfully has complied with:

10.10.1 All tax laws of this State, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318;

10.10.2 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;

10.10.3 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, Page 9 of 55: Agreement XXXXX Services provided by Contractor; and

10.10.4 Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

10.11 Contractor possesses and will maintain at its own expense all required licenses, certifications and permits necessary to deliver Services under this Agreement and all Contract’s;

10.12 Contractor has the power and authority to enter into and perform this Agreement and all Contracts;

10.13 This Agreement, when executed and delivered, is a valid and binding obligation of Contractor enforceable according to its terms;

10.14 Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors perform the Services described in this Agreement in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Services and Contractor shall, at all times during the term of this Agreement and any Contract, be qualified, professionally competent, and duly licensed to perform the Services;

10.15 When used as authorized by this Agreement or any Contract, no Work Product infringes nor will DPSST’s use, duplication or transfer of the Work Product infringe any copyright, patent, trade secret or other proprietary right of any third party.

The warranties set forth in this Section 10 are in addition to, and not in lieu of, any other warranties provided in this Agreement or in any Contract.

AGREEMENT DEFAULT.

Contractor is in default of this Agreement if:

11.1 Contractor fails to honor pricing at least at or lower than the pricing specified in Exhibit B; or

11.2 Contractor has undisclosed liquidated and delinquent debt owed to the State of Oregon or any DPSST, board, commission, department or division of the State; or

11.3 Contractor violates or fails to perform any covenant, representation, warranty, obligation or certification under this Agreement.

11.4 Before Contractor can be found in default of this Agreement, DPSST shall first deliver a notice of default to Contractor. The notice must describe the specific nature of the default, cite the specific provisions of this Agreement that have been violated, indicate whether the default can be cured, and specify the time period in which the default must be cured, if cure is permitted.

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REMEDIES FOR DEFAULT.

If Contractor is in default as set forth in Section 11, DPSST may, at its option, pursue any or all remedies available to it under this Agreement and at law or in equity, including without limitation, termination of this Agreement pursuant to Section 13, pursuing a claim for damages, or undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Services to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State (offsets or garnishment may be initiated after Contractor has been given notice if required by law).

TERMINATION.

13.1 Mutual Termination. The parties may terminate this Agreement at any time upon mutual written agreement.

13.2 DPSST Right to Terminate. DPSST may, at its sole discretion, terminate this Agreement as follows:

13.2.1 DPSST may terminate this Agreement upon not less than thirty (30) Calendar days’ prior written notice to Contractor or any later date as specified in the written notice; or

13.2.2 DPSST may terminate this Agreement immediately if federal or state laws, rules, regulations, executive orders, or guidelines are modified in such a way that would prohibit any party’s performance under this Agreement.

13.3 DPSST Right to Terminate for Cause. In addition to any other rights and remedies DPSST may have under this Agreement, DPSST may terminate this Agreement, in whole or in part, immediately upon written notice to Contractor of Contractor’s default under Section 11.

13.4 Effect of Agreement Termination or Expiration. Upon termination or expiration of this Agreement, Contractor shall continue to provide the Services and meet its obligations under all effective Contract’s issued prior to Agreement termination or expiration, unless such Contract is otherwise terminated pursuant to its terms. The termination or expiration of this Agreement will be without prejudice to the rights of the parties accrued up to the date of such termination or expiration.

CONTRACTOR’S COMPLIANCE WITH TAX LAWS.

14.1 Contractor must, throughout the term of this Agreement and any extensions, comply with all tax laws of the State of Oregon and all applicable tax laws of any political subdivision of this State. For the purposes of this section, “tax laws” includes all the provisions described in Subsections 10.10.1 through 10.10.4 of this Agreement.

14.2 Any violation of this Subsection 14.1 constitutes a material breach of this Agreement. Further, any violation of Contractor’s warranty in Subsection 10.10 of

Page 11 of 55: Agreement XXXXX Services this Agreement, that Contractor has complied with the tax laws of this State and the applicable tax laws of any political subdivision of this State, also constitutes a material breach of this Agreement. Any violation shall entitle DPSST 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 the remedies available under this Agreement, at law, or in equity, including but not limited to:

14.2.1 Termination of this Agreement, in whole or in part;

14.2.2 Exercise of the right of setoff, or garnishment, if applicable, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State’s setoff right, without penalty; and

14.2.3 Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. DPSST shall be entitled to recover any and all damages suffered as the result of Contractor's breach of this Agreement.

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

INDEMNITY.

Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Authorized Purchasers, and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, statutory penalties, costs and expenses of any nature whatsoever, including personal injury, death, damage to real property and damage to tangible or intangible personal property resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Agreement or any Contract including:

15.1 Any claim that Contractor, a subcontractor, or Contractor’s staff or a subcontractor’s staff are employees of the State or Authorized Purchasers for any reason; and

15.2 Any claim against the State or Authorized Purchasers, which, if true, would constitute a breach by Contractor of any of the representations, warranties, or covenants set forth in this Agreement.

Without limiting the generality of the foregoing, Contractor will have no obligation to indemnify the State of Oregon or Authorized Purchasers from and against any claims, suits, actions, losses, damages, liabilities, costs and expenses attributable solely to the acts or omissions of Authorized Purchasers or its officers, employees or agents.

GOVERNING LAW.

This Agreement is governed by and construed according to the laws of the State of Oregon without

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VENUE AND CONSENT TO JURISDICTION.

Any claim, action, suit, or proceeding (collectively, “Claim”) between DPSST and Contractor that arises from or relates to this Agreement must be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR BY EXECUTION OF

THIS CONTRACT HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THE COURTS

REFERENCED IN THIS SECTION 16. In no event may this section be construed as (i) a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, from any claim, or (ii) consent by the State of Oregon to the jurisdiction of any court.

AGREEMENT ADMINISTRATORS.

The Agreement Administrators for DPSST and for Contractor are the individuals identified in this Section 18 or any other individual identified in writing as the Agreement Administrator to the other party.

DPSST Agreement Administrator:

Name, Title Street City, State ZIP Phone Email

Contractor Agreement Administrator:

Name, Title Street City, State ZIP Phone Email

NOTICE.

Any notice to be given pursuant to this Agreement, must be given in writing by personal delivery;

email; or U. S. mail, postage prepaid, to the other at the postal address or email address set forth in Section 18 of this Agreement. Any notice given by personal delivery is effective on the date actually delivered. Any notice given by email is effective on the date sender receives confirmation of delivery, either by return email or by demonstrating by other technological means that the email has been delivered to the intended email address. Any notice given by U.S. mail is effective five (5) Business Days after mailing.

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AMENDMENT.

This Agreement may be amended, modified, or supplemented only by a written amendment signed by DPSST and Contractor. Any amendment that provides for additional Services may only provide Services directly related to the scope of Services described in Exhibit B, and no amendment will be effective until all requisite signatures and approvals are obtained. Either DPSST or Contractor may request a change to this Agreement, including all Exhibits hereto, by submitting a written proposal describing the desired change to the other party.

INSURANCE.

Contractor shall obtain and maintain insurance as required in Exhibit D.

NONDISCRIMINATION IN EMPLOYMENT.

Contractor certifies that Contractor has a written policy and practice that meets the requirements, described in ORS 279A.112, of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the Agreement, to maintain the policy and practice in force during the entire Agreement Term.

PAY EQUITY.

As required by ORS 279B.235, Contractor shall comply with ORS 652.220 and not unlawfully discriminate against any of its 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 is a material term of this Agreement, and Contractor’s failure to comply constitutes a breach entitling DPSST to terminate this Agreement or any Contract for cause.

Further, Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

OREGON FALSE CLAIMS ACT

Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Agreement and any Contract, including the procurement process relating to this Agreement, which constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Agreement, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Agreement or any Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited

Page 14 of 55: Agreement XXXXX Services act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or DPSST under this Agreement or any Contract or any other provision of law.

INTEGRATION.

This Agreement and the attached exhibits constitute the entire understanding and agreement between the parties on the subject matter hereof. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Agreement.

THE PARTIES, by execution of this Agreement, hereby acknowledge that their signing representatives have read this Agreement, understand it, and agree to be bound by its terms and conditions.

Authorized Signatures:

Contractor:

By: ____________________________________________

Printed Name: _______________________________

Title: __________________________________________

Date: ________________

The State of Oregon acting by and through its Department of Public Safety Standards and Training:

By: ____________________________________________

Printed Name: _______________________________

Title:___________________________________________

Date: ________________

Approved pursuant to ORS 291.047 Oregon Department of Justice:

Brown Katrina Sometimes it is difficult to read signatures, so I always like to have then print name too. I found this very helpful with staff turnover, etc.

BERGERSON Adam Works for me...

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By: Date:

Assistant Attorney General

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EXHIBIT A

CONTRACT TERMS AND CONDITIONS

These Terms and Conditions apply to all Contracts issued under this Agreement.

NON-EXCLUSIVE CONTRACT

Contractor acknowledges and agrees that by executing this Contract, Authorized Purchaser is not granting to Contractor the exclusive right to perform the Services, or any other services, for Authorized Purchasers. Authorized Purchasers reserves the right to:

1.1 Contract with other entities to provide Authorized Purchasers with services that are the same or similar to those provided to Contractor under this Contract; and

1.2 Perform any or all of the Services itself.

CONTRACT ISSUANCE AND ACCEPTANCE

Upon Authorized Purchasers issuance of a Contract to the Contractor, the Contract constitutes Authorized Purchasers offer to purchase Services from Contractor. This offer may be accepted through Contractor commencing performance of the Services and upon such commencement, this Contract shall become a legally binding contract between Authorized Purchaser and Contractor.

CONTRACT EFFECTIVE DATE AND TERM

The effective date of this Contract shall be the date the Contractor begins performance of the Services. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate upon Authorized Purchaser’s final payment for accepted Services or Deliverables as set forth in this Contract.

COMPENSATION

Following Contractor’s delivery or completion of the Services, and Authorized Purchaser’s acceptance of the Services, Authorized Purchaser will pay Contractor as specified in this Contract, based on the pricing established in Exhibit B to the Agreement. Contractor represents that all pricing for Services under this Contract is equal to or better than the pricing specified in the Agreement.

FUNDS AVAILABLE AND AUTHORIZED

Contractor will not be compensated for Services performed under this Contract by any other agency or department of the State of Oregon other than Authorized Purchaser. Authorized Purchaser believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Authorized Purchaser’s fiscal appropriation or

Page 17 of 55: Agreement XXXXX Services limitation. Contractor understands and agrees that Authorized Purchaser’s payments under this Contract are contingent on Authorized Purchaser receiving appropriations, limitations, or other expenditure authority sufficient to allow Authorized Purchaser, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

INVOICING AND PAYMENT

6.1 Invoices. Contractor shall submit invoices for accepted Services or Deliverables according to the payment schedule as set forth in this Contract. Contractor shall submit invoices to Authorized Purchaser as designated in this Contract. Contractor shall include the Agreement number and applicable Contract number on all invoices. Contractor also shall include a description of all Services performed, Deliverables delivered, applicable pricing, total amount invoiced and the address for payment.

6.2 Payment. Authorized Purchaser shall pay all undisputed amounts within thirty (30) days from receipt of each invoice determined to be correct following Authorized Purchaser’s review as set forth in Subsection 6.3. Contractor may assess late payment charges only to the extent permitted by ORS 293.462.

6.3 Invoice Review / Dispute Process. Authorized Purchaser will review each invoice and will either approve payment of the amount invoiced or notify Contractor of any errors or disputed charges. Authorized Purchaser may withhold payment of any amounts that are disputed.

If an error or dispute arises concerning the amount charged in an invoice, Authorized Purchaser will notify Contractor of the disputed charge. Upon notification of dispute, Contractor shall submit to Authorized Purchaser all documentation Authorized Purchaser requires to substantiate the amount charged.

Authorized Purchaser, in its sole discretion, will determine if the supporting documentation provides sufficient substantiation for the disputed charges. If Authorized Purchaser determines that the supporting documentation is sufficient, Authorized Purchaser will notify Contractor and pay Contractor the amount charged in the invoice. If Authorized Purchaser determines the supporting documentation supports payment of an amount less than originally invoiced, Authorized Purchaser will notify Contractor of the amount Authorized Purchaser believes is due under the invoice, and Authorized Purchaser will pay the invoice in that lesser amount.

PERFORMANCE, DELIVERY AND ACCEPTANCE.

7.1 Responsibilities of Contractor. Contractor shall perform the Services in accordance with the standards and methodologies set forth in Exhibit B to the Agreement, the Description of Services and Prices, and this Contract.

7.2 Delivery and Review of Deliverables. Unless otherwise agreed, within ten (10) Business Days following Contractor’s delivery of Services or Deliverables, or both, Authorized Purchaser will review the Services and Deliverables to determine whether the Services and Deliverables meet the Contract requirements. If Authorized Purchaser determines that the Services and Deliverables meet the Contract requirements, Authorized Purchaser will notify

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Contractor of Authorized Purchaser’s acceptance.

If Authorized Purchaser determines that the Services or Deliverables, or both, do not meet the Contract requirements, Authorized Purchaser will notify Contractor of Authorized Purchaser’s rejection. Within ten (10) Business Days following Contractor’s receipt of Authorized Purchaser’s rejection notice, Contractor shall revise and redeliver to Authorized Purchaser the rejected Services or Deliverables at Contractor’s sole expense to ensure that the Services or Deliverables meet the Contract requirements as determined by Authorized Purchaser.

Authorized Purchaser will thereafter review the revised Services or Deliverables and notify Contractor of Authorized Purchaser’s acceptance or rejection within a ten (10) Business Days following Authorized Purchaser’s receipt of Contractor’s revised Services or Deliverables. This process is an iterative process.

Contractor’s failure to deliver Services or Deliverables that meet the specifications and performance standards after Authorized Purchaser’s second review may constitute a default by Contractor, if Authorized Purchaser chooses not to allow Contractor any further attempts to revise and redeliver the Services or Deliverables, or both. Upon such default, Contractor shall refund to Authorized Purchaser all amounts paid by Authorized Purchaser for the Deliverables or the Services related to such Deliverables. All such refunds are in addition to, and not in lieu of, any other remedies Authorized Purchaser may have for Contractor’s default.

7.3 Business Continuity Management and Disaster Recovery. Contractor shall deliver, maintain, and upgrade as necessary, Business Continuity Management and Disaster Recovery Plan and Procedures for the Services, acceptable to Authorized Purchaser. In the event of a disaster, Contractor shall comply with the provisions of and deliver the Service according to the Business Continuity Management and Disaster Recovery Plan and Procedures.

7.4 Performance Metrics and Service Level Guarantees. In its provision of the Services, Contractor shall meet the performance metrics and service level guarantees set forth in the Contract. Contractor shall provide, maintain, and upgrade any software provided by Contractor and required for delivery and operation of the Services. If Contractor fails to meet a performance standard, Contractor shall (i) investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the failure, including performing a root cause analysis of the failure; (ii) advise Authorized Purchaser, as and to the extent requested by Authorized Purchaser, of the status of remedial efforts being undertaken with respect to such failure; (iii) minimize the impact of and correct the problem and begin meeting the performance standard; and (iv) take appropriate preventive measures so that the failure does not recur.

Contractor shall pay the damages or issue service credits as agreed to in this Contract if Contractor fails to provide Services as and when required by this Contract or fails to meet the performance metrics and service level guarantees specified in this Contract. This section does not limit Authorized Purchaser’s rights with respect to the events upon which Authorized Purchaser may rely as a basis for termination of this Contract for cause.

7.5 Responsibilities of Authorized Purchaser. If this Contract requires Authorized Purchaser to provide any information or resources, and Authorized Purchaser fails to provide the requisite quality or quantity of such resources or fails to provide such resources in a timely manner for a period that does not exceed ten (10) Calendar Days, Contractor’s sole remedy

Page 19 of 55: Agreement XXXXX Services is an extension of the applicable delivery dates corresponding to the delay. If Authorized Purchaser’s failure to provide such resources exceeds ten (10) Calendar Days, and Contractor can show to the reasonable satisfaction of Authorized Purchaser, that Authorized Purchaser’s failure has resulted in an unavoidable increase in the cost of the Services to be provided, then Contractor will be entitled to recover from Authorized Purchaser the reasonable amount of such increased costs. Contractor's right to delay applicable delivery dates or recover for increased costs may be exercised only if Contractor provides Authorized Purchaser with reasonable notice of Authorized Purchaser's failure and Contractor uses commercially reasonable efforts to perform notwithstanding Authorized Purchaser's failure to perform.

CONTRACTOR’S PERSONNEL.

8.1 Key Persons. Contractor’s Key Person is identified in Section 17 of the Agreement as the Contractor Agreement Administrator. Contractor acknowledges and agrees that a significant reason Authorized Purchaser selected Contractor and is entering into this Contract is because of the special qualifications of the Key Person. Authorized Purchaser is engaging the expertise, experience, judgment, and personal attention of such Key Person under this Contract. Neither Contractor nor any Key Person shall delegate performance of the duties and obligations of such Key Person under this Contract to any other employee, agent or subcontractor of Contractor unless Authorized Purchaser provides prior written consent to such delegation. Contractor shall not reassign or transfer a Key Person to other duties or positions so that the Key Person is no longer available to provide Authorized Purchaser with that Key Person’s services unless Authorized Purchaser provides prior written consent to the reassignment or transfer, or the reassignment or transfer is required based on the termination of employment, illness, death, disability or other similar cause.

If Contractor requests Authorized Purchaser’s consent to a delegation, reassignment, transfer or other replacement of a Key Person, Authorized Purchaser may meet with the Key Person and review the qualifications of the proposed substitute personnel before providing its consent or rejecting such replacement. Any such replacement shall have substantially equivalent or better qualifications than the Key Person being replaced. Contractor shall not charge Authorized Purchaser, and Authorized Purchaser will not pay for, any replacement Key Person while that Key Person acquires the necessary skills and knowledge to continue the Services. Such period of non-charge will be agreed upon by the parties, but not extend for more than twenty-eight (28) Calendar Days. All replacement personnel approved by Authorized Purchaser are deemed Key Persons for purposes of this Contract, and this Contract is deemed amended to include those Key Persons.

8.2 Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Authorized Purchaser’s prior written consent. In addition to any other provisions Authorized Purchaser may require, Contractor shall include in any permitted subcontractors under this Contract a requirement that the subcontractor be bound by sections 6, 7, 9, 10, 12, 13, 15, 18, 21, 30, and 31 of this Contract as if the subcontractor were the Contractor. Authorized Purchaser’s consent to any subcontractor shall not relieve Contractor of any of its duties or obligations under this Contract.

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8.3 Successors and Assigns. Contractor shall not assign or transfer any of its interest in this Contract without Authorized Purchaser’s prior written consent. This Contract is binding upon and shall inure to the benefit of Authorized Purchaser and Contractor, and their respective successors and permitted assigns.

8.4 Cooperation. Contractor understands and agrees that, as part of this Contract, Contractor may be required to work with other Authorized Purchaser contractors who may be working on this or similar projects. Authorized Purchaser and Contractor acknowledge and agree that this cooperation is essential to the mutual goal of both parties for accurate and valuable use by Authorized Purchaser. Contractor shall create and maintain a cooperative working relationship between and among Authorized Purchaser and other entities and their respective representatives involved in representing Authorized Purchaser’s priorities at the federal and statewide levels, to further the interests of Authorized Purchaser to result in the Services begin successfully completed on time and within budget.

In the event of a conflict between contractors who must cooperate, contractors shall notify the Authorized Purchaser Agreement Administrator (see Section 17 of the Agreement) and abide by Authorized Purchaser’s direction(s).

CONFIDENTIALITY / NON-DISCLOSURE.

9.1 Confidential Information. Each party acknowledges that it and its employees or agents may, in the course of performing its responsibilities or any of the Services under this Contract, be exposed to or acquire information that is confidential to the other party or the other party’s clients. Any and all information of any form obtained by one party or its employees or agents in the performance of this Contract is confidential information of the other party (“Confidential Information”). The parties shall treat any reports or other documents or items (including software) which result from the use of the Confidential Information by the recipient of such information with respect to confidentiality in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by the party acquiring such information) publicly known or is contained in a publicly available document; (ii) is furnished by the party disclosing such information to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than the discloser without the obligation of confidentiality, (v) is disclosed with the written consent of the disclosing party, or; (vi) is independently developed by employees or agents of the receiving party who can be shown to have had no access to the Confidential Information.

9.2 Duties of Care. The recipient of Confidential Information shall hold Confidential Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own Confidential Information, and the recipient 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 required by law or otherwise as contemplated by this Contract or reasonably related thereto, including without limitation the use by Authorized Purchaser

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Contractors who need to access or use the Confidential Information for any valid business purpose, and to advise each of its employees and Contractors of their obligations to keep Confidential Information confidential.

9.3 Prevention of Unauthorized Use or Disclosure. Each party shall use commercially reasonable efforts to assist the other in identifying and preventing any unauthorized use or disclosure of any Confidential Information.