GOODS-Standard Terms and Conditions - ARPA Update updated version 002 FINAL 4.7.22~1.docx

AMERICAN RESCUE PLAN ACT (ARPA)

STATE OF OREGON, DEPARTMENT OF CORRECTIONS

STANDARD TERMS AND CONDITIONS

PURCHASE ORDER FOR GOODS ONLY

SMALL PROCUREMENTS ONLY

(UP TO $150,000)

STANDARD TERMS AND CONDITIONS

1. DELIVERY OF GOODS. Deliveries will be F.O.B destination, unless otherwise agreed. Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties.

2 ACCEPTANCE. Agency may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure defects within a reasonable time, Agency may reject the Goods and cancel the PO in whole or in part. Title to the Goods passes to Agency in accordance with the Uniform Commercial Code, ORS chapters 71-79 (UCC), and this section does not affect or limit Agency's rights under the UCC.

3. PAYMENT. Agency shall pay Contractor within 30 days from (i) the date the Goods are delivered and accepted or (ii) the date the invoice is received, whichever/is later. If Agency fails to pay within 45 days of such date, Contractor may assess overdue account charges up to a rate of 2/3% per month (8% APR) or the maximum rate allowed by law on the outstanding balance. Invoice must include the PO number shall be electronically transmitted to: DOC.APInvoices@doc.oregon.gov

4. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that:

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

These representations and warranties are cumulative and are in addition to and not in lieu of any other representations or warranties found in this PO or the law.

5. TERMINATION.

6. AGENCY REMEDIES. Any violation or breach of this PO entitles Agency to terminate this PO, to pursue and recover any and all damages that arise from the breach and the termination of this PO, and to pursue any or all of the remedies available under this PO, at law, or in equity, including but not limited to: termination of this PO in whole or in part; collection by administrative offset or garnishment, if applicable, or withholding amounts otherwise due and owing to Contractor without penalty. The remedies set forth in this Section 6 are cumulative.

7. CONTRACTOR’S REMEDIES. If Agency terminates this PO for convenience or if Agency is in breach and whether or not Contractor elects to exercise its right to terminate this PO, Contractor's sole remedy is one of the following, as applicable a claim against Agency for the sum due for all Goods delivered and accepted by Agency. If previous amounts paid to Contractor for Goods exceed the amount due to Contractor under this section, Contractor shall pay the excess amount to Agency immediately upon written demand.

8. DISPUTE RESOLUTION. In the event that the parties have any disagreement, dispute, breach or claim of breach, non-performance, or repudiation arising from, related to or in connection with the PO (Dispute), other than one related to the release of Confidential Information, the parties shall make every effort to settle any Dispute through their respective managers, within 5 calendar days of one party notifying the other party of a Dispute. If the parties are unable to resolve the Dispute, the parties may file suit as set forth below. Nothing in this section: (i) will in any way limit a party’s rights to seek injunctive relief of any kind, at any time, with respect to any matter; (ii) in any way limit Agency’s or Contractor’s right to suspend or terminate the PO or pursue other remedies available under the PO, by law or otherwise; (iii) remove the requirement to provide notices or filings to meet deadlines otherwise required by law; or (iv) constitute a waiver of the sovereign immunity of the State of Oregon.

9. HOLD HARMLESS. Contractor shall indemnify, defend and hold harmless the State and its agencies, their divisions, officers, employees, and agents, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this PO.

10. GOVERNING LAW, JURISDICTION, VENUE. This PO is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws. Any unresolved Dispute between Agency or and Contractor that arises from or relates to the PO shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Dispute must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State of Oregon's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise or of any defenses to Claims, or as consent to jurisdiction the jurisdiction of any court.

11. ASSIGNMENT/SUBCONTRACT/SUCCESSORS. Contractor shall not assign, transfer, or subcontract rights (Subcontract) or delegate responsibilities under this PO in whole or in part, without the prior written approval of Agency. This PO's provisions are binding upon and inure to the benefit of the parties to the PO and their respective successors and assigns.

12. ACCESS TO RECORDS. Contractor shall maintain all accounting records relating to this PO according to Oregon Accounting Manual (OAM) and according to generally accepted accounting principles. Contractor must keep any records relating to Contractor's performance ("Records") for 6 years from termination or as otherwise required. Contractor will keep proper books of account and records on all activities associated with the Work, including, but not limited to, invoices, cancelled checks, payroll records, instruments, agreements and other supporting financial records documenting the use of the funds. Contractor shall grant the State and its agencies, the Secretary of State, the federal government, and their duly authorized representative's access to the Records, including reviewing, auditing, copying, and making transcripts. The Contractor agrees to provide the State of Oregon and its agencies, the Secretary of State’s Audits Division, the federal government, and their duly authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. The language in this contract is not intended to prohibit audits or internal reviews by the Treasury Department or the Comptroller General of the United States. Contractor will cooperate with Agency to provide all necessary financial information and records to comply with federal reporting requirements.

13. COMPLIANCE WITH APPLICABLE LAWS. Contractor must comply with all applicable federal, state and local laws, regulations, executive orders, and ordinances, as amended. Agency's performance is conditioned upon Contractor's compliance with, ORS 279B.220, 279B.225, 279B.230, and 279B.235, as applicable. All applicable Rules are incorporated by reference in this PO.

14. FALSE CLAIMS. Contractor acknowledges that the Oregon False Claims Act (ORS 180.750 to 180.785) applies to any “claim” that is made by (or caused by) Contractor and that pertains to this PO or the Services. Contractor certifies that no claim is or will be a "false claim" (as defined by ORS 180.750) or an act prohibited by ORS 180.755. If Contractor makes (or causes to be made) a false claim or performs (or causes to be performed) an act prohibited under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against the Contractor.

15. INSURANCE. Contractor shall obtain and maintain the following insurance coverage:

16. FORCE MAJEURE. Neither Contractor nor Agency may be held responsible for delay or default caused by events beyond its reasonable control. Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and diligently pursue its performance under this PO.

17. SAFETY DATA SHEETS. As applicable, Contractor shall provide Agency with a Safety Data Sheet (SDS) for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use 29 CFR 1910.1200(g)(6)(iii). Contractor shall label, tag or mark such Goods.

18. RECYCLABLE PRODUCTS. Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the PO. These products shall include recycled paper, recycled PETE products, other recycled products (ORS 279A.010(1)(gg),(hh),(ii)), and other recycled plastic resin products.

19. AMENDMENTS. All amendments to this PO must be in writing, approved by Agency.

20. SEVERABILITY. If a court of competent jurisdiction declares any provision of this PO to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

21. WAIVER. Agency's failure to enforce any provision of this PO is not a waiver or relinquishment by Agency of its rights to such performance in the future or to enforce any other provisions.

22. AWARD TO FOREIGN CONTRACTOR. If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this PO. Agency may withhold final payment under this PO until Contractor has met this requirement.

23. FEDERAL CONTRACT CLAUSES. Unless exempt by federal law, Contractor must comply, and cause all subcontractors to comply, with all federal requirements to the extent that they are applicable to this Contract, to Contractor, or to the Work, or to any combination of the foregoing. For purposes of this Contract, all references to federal and state laws are references to federal and state laws as they may be amended from time to time.

24. EMPLOYEE WHISTLEBLOWER PROTECTION. Contractor must comply, and ensure the compliance by subcontractors, with 41 U.S.C. 4712, Program for Enhancement of Employee Whistleblower Protection. Contractor must inform subcontractors and employees, in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712.

25. COMPLIANCE WITH 2 CFR PART 200. Unless otherwise exempt by federal law, Contractor must comply with all applicable provision of 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including the Cost Principles and Single Audit Act requirements.

26. FEDERAL FUNDS; FALSE CLAIMS. Agency’s payments to Contractor under this Agreement will be paid by funds received by Agency from the United States Federal Government. By performance of this Agreement, Contractor certifies neither it nor its employees, contractors, or subcontractors who will administer this Agreement are currently employed by an agency or department of the federal government. Contractor acknowledges that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject Contractor to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise under 18 U.S.C § 1001; 31 U.S.C. §§ 3729-3733 and 3801-3812.

27. FEDERAL NONDISCRIMINATION. Contractor must comply and require all subcontractors to comply with all federal laws, regulations, and executive orders applicable to the Contract or to the delivery of Work. Without limiting the generality of the foregoing, Contractor expressly agrees to comply and require all subcontractors to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (a) Title VI and VII of the Civil Rights Act of 1964, (b) Sections 503 and 504 of the Rehabilitation Act of 1973, (c) the Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975, (e) the Americans with Disabilities Act of 1990, and (e) all other applicable requirements of federal civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to this Contract and required by law to be so incorporated.

28. MINORITY AND WOMEN BUSINESS ENTERPRISES. Contractor must comply with the requirements of Executive Orders 11625 and 12432 (concerning Minority Business Enterprise), and 12138 (concerning Women's Business Enterprise). Accordingly, Contractor agrees to take affirmative steps to assure that women and minority businesses are utilized when possible as sources of supplies, equipment, construction and services. Affirmative steps include the following:

29. FEDERAL RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. The federal funding agency, as the awarding agency of the funds used, at least in part, for the Work under this Contract, may have certain rights as set forth in the federal requirements pertinent to these funds. For purposes of this subsection, the terms “grant” and “award” refer to funding issued by the federal funding agency to the State of Oregon. The Contractor agrees that it has been provided the following notice:

30. DEBARMENT AND SUSPENSION. Contractor certifies that contractor is not listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

31. BYRD ANTI-LOBBYING AMENDMENT. If this contract exceeds $100,000, Contractor must comply with 31 U.S.C. § 1352. In addition, each subcontractor must certify to Contractor it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each Contractor and subcontractor must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Contractor and all subcontractors must forward all certifications to the State contractor manager.

By signing this Contract, Contractor certifies, to the best of the Contractor’s knowledge and belief that:

32. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (HUAWEI AND ZTE). Contractor is prohibited from obligating or expending funds received under this contract to:

33. BUY USA PREFERENCE. Contractor must, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts including all contracts and purchase orders for work or products under this contract. For purposes of this section:

34. PROCUREMENT OF RECOVERED MATERIALS. Contractor must comply with all applicable requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. In addition, in the performance of this contract, the Contractor must make maximum use of products containing recovered materials designated by the Environmental Protection Agency (EPA) at 40 CFR part 247, unless the product cannot be acquired:

Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensiveprocurement-guideline-cpg-program

DAS Procurement Services, Version 3.1 – June 28, 2019 DOJ Review; April 6, 2022 // AAG Sean Brady