City Project 131367 Page 1 of 18 ITB 00002408

Date: August 29th, 2024

City of Portland, Oregon ITB No. 00002408 Invitation to BID for

DEKA BRAND BATTERIES

PROPOSALS DUE:

September 12th, 2024 By 4:00 P.M. LOCAL TIME

SUBMITTAL INSTRUCTIONS:

Submit proposals electronically by uploading the required proposal documents below to the City’s Procurement Services vendor portal, BuySpeed found at: https://procure.portlandoregon.gov/. Refer to Exhibit B within this solicitation for instructions on how to upload proposals.

REFER ALL QUESTIONS TO:

Thor Haglund, Senior Procurement Specialist Bureau of Revenue and Financial Services, Procurement Services Email : Thor.Haglund@portlandoregon.gov mailto:Thor.Haglund@portlandoregon.gov

City Project 131367 Page 2 of 18 ITB 00002408

SECTION 1 INTRODUCTION

1.1 Scope of work

The successful Contractor shall provide a supply of Deka “Gold” series or above automotive batteries for the City of Portland’s City Fleet Division.

1.2 General Requirements

All specified equipment shall be purchased new directly from East Penn Manufacturing or an authorized distributor/reseller of Deka products. This equipment will be used for the City of Portland or any other government agency doing business with the City of Portland.

SECTION 2 GENERAL REQUIREMENTS AND INSTRUCTIONS TO BIDDERS

All bids are subject to the provisions and requirements of the Oregon Revised Statutes and the Portland City Code (PCC), including PCC 5.33.

2.1 Bid Preparation

2.1.1 Bid Format

Bids must be typewritten or prepared in ink and must be submitted on the form provided in the Invitation to Bid. No oral, telegraphic, telephone or facsimile bids will be accepted.

2.1.2 Conformance to Bid Requirements

Bids must conform to the requirements of the Invitation to Bid. All necessary attachments (residency statement, bid bond, references, descriptive literature, etc.) must be submitted with the bid and in the required format. Bid prices must be for the unit indicated on the bid.

Failure to comply with all requirements may result in bid rejection.

2.1.3 Conflict of Interest

By submitting a bid, a Bidder certifies that no officer, agent or employee of the City has a pecuniary interest in this Agreement has participated in preparation of the proposal or resulting Agreement, that the proposal was made in good faith without fraud, collusion, or connection of any kind with any other Offeror of the same proposals, and that the Offeror is competing solely in its own behalf without connection with, or obligation to any undisclosed person or firm.

2.1.4 Cost of Bidding

This invitation to bid does not commit the City to pay any costs incurred by any Bidder in the submission of a bid, or in making necessary studies or designs for the preparation thereof, or for procuring or Contracting for the items to be furnished under the invitation to bid.

2.1.5 Product Identification

Bidders must clearly identify all products bid. Brand name and model or number must be shown. The City reserves the right to reject any bid when the product information submitted with the bid is incomplete.

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2.1.6 Fob Destination

BID PRICES MUST BE F.O.B. DESTINATION FREIGHT PREPAID AND ALLOWED with all transportation and handling charges paid by the Bidder.

2.1.7 Exceptions

Any deviation from solicitation specifications, terms and conditions may result in bid rejection.

2.1.8 Delivery

Delivery time must be shown in number of calendar days after receipt of order.

2.1.9 Signature on Bid

Bids must be signed in ink by an authorized representative of the Bidder. Signature on a bid certifies that the bid is made without connection with any person, firm or corporation making a bid for the same goods and/or services and is in all respects fair and without collusion or fraud. Failure to sign is cause for bid rejection.

Signature on a bid also certifies that the Bidder has read and fully understands all solicitation specifications, terms and conditions. No consideration will be given to any claim resulting from bidding without comprehending all requirements of the Invitation to Bid

2.1.10 Bid Modification

Modifications or erasures made before bid submission must be initialed in ink by the person signing the bid. Bids, once submitted, may be modified in writing before the time and date set for bid closing. Any modifications shall be prepared on company letterhead, signed by an authorized representative, and state that the new document supersedes or modifies the prior bid. Modification must be submitted in a sealed envelope clearly marked "Bid Modification" and bare the same markings as the bid envelope as identified on page 1.

Bidders may not modify bids after bid closing time.

2.1.11 Bid Withdrawals

Bids may be withdrawn in writing on company letterhead signed by an authorized representative and received by the Procurement Services prior to bid closing time. Bids may also be withdrawn in person before bid closing time upon presentation of appropriate identification.

2.1.12 Late Bids

Sealed bids must be received and time-stamped by Procurement Services prior to bid due time on the bid due date. Late bids will not be considered for award.

2.2 City Sustainability Objectives

The City has a history of striving to be more sustainable in its operations and planning. Starting with the City’s Sustainable City Principles (1994) the City has established a variety of policies to guide its work on sustainability, including: the Sustainable Procurement Policy, Green Building Policy, Local Action Plan on Global Warming, and the Stormwater Management Manual (to view these and related City policies, go to the Portland Policy Documents Website:

http://www.portlandonline.com/auditor/index.cfm?c=26818. As applicable to City procurement, City Project 131367 Page 4 of 18 ITB 00002408 these policies guide the City to buy products and services that reduce the City’s negative environmental and social impacts. While specific goals vary, the City’s sustainability objectives tend to focus on: reducing energy use; reducing air, water, and land pollution; building and maintaining high-performance green buildings; reducing the use of materials toxic to the environment and human health; utilizing resources efficiently, including the use of renewable, reusable and recycled materials;

utilizing minority-owned, small, and/or local businesses; preserving or enhancing biodiversity; and maintaining fiscal health in the short and long term. As such, the City seeks to do business with firms that will actively contribute to the City’s sustainability objectives.

2.3 Addenda to Plans or Specifications

If, in the opinion of the Chief Procurement Officer, additional information or interpretation should be provided, an Addendum will be made available to all known specification holders. Any Addendum will be issued seventy-two (72) hours or more before the scheduled closing time for submitting bids, not including Saturday, Sunday, and legal holidays. The City shall post all Addenda on the Procurement Services website. Failure of the Bidder to exercise due diligence to receive or obtain such Addenda shall not excuse the respondent from compliance therewith if awarded the contract.

2.4 Oral Instructions

Oral instructions or information concerning the ITB documents or the project given out by officers, employees, or agents of the City to prospective Bidders are not binding unless confirmed by Addendum.

2.5 Questions or Clarifications

It is the Bidder’s responsibility to ask questions, request changes or clarifications, or inform the City of Portland, Procurement Services if it believes the language, specifications or requirements of this ITB are ambiguous, contradictory, or have other problems. Unless a different time is provided in the ITB, questions received less than seven (7) calendar days prior to the date bids are due may not be answered Clarifications of any provision of the solicitation document are binding only if the City amends the solicitation document by Addendum.

2.6 Bid Opening

Bids will be publicly opened at the scheduled opening time stated in the Solicitation. Award decisions will not be made at the bid opening.

2.6.1 Bid Evaluation and Award

Award will be made to the lowest responsive and responsible Bidder.

2.6.2 Evaluation Criteria

Bids will be awarded based upon the evaluation criteria in the Invitation to Bid and in accordance with Section 5.33 of City Code.

2.6.3 Local Contracting

For the purchase of goods and services less than $150,000, the City shall solicit price quotation and proposals and ultimately purchase from those businesses located within the City of Portland who meet all state and local contracting requirements, including having a current business license, being current on the City’s Business License Tax (BLT) or current on a payment plan formally approved by the City unless other circumstances, such as lack

City Project 131367 Page 5 of 18 ITB 00002408 of available contractors or unreasonable prices, require the City to make purchases elsewhere.

2.6.4 Delivery

Ability to meet the City’s required delivery date shall be used to determine responsiveness.

Cash Discounts: Cash discounts will not be considered for award purposes unless stated in the bid documents.

2.6.5 Payment

The City’s standard payment term is Net 30 days. Bids which require payment in less than 30 days after receipt of invoice or delivery of goods, whichever is later, may be rejected.

It is the City’s policy to pay its vendor invoices via electronic funds transfers through the automated clearing house (ACH) network. To initiate payment of invoices, vendors shall execute the City’s standard ACH Vendor Payment Authorization Agreement which is available on the City’s website at: https://www.portlandoregon.gov/brfs/article/658486.

Upon verification of the data provided, the Payment Authorization Agreement will authorize the City to deposit payment for services rendered or goods provided directly into vendor accounts with financial institutions. All payments shall be in United States currency.

2.6.6 Bid Rejection

The City reserves the right to reject any and all bids.

2.6.7 Cancellation

The City reserves the right to cancel this solicitation at any time without award.

2.6.8 Bid Results

Bidders who receive awards will be notified of bid results via the Procurement Services website; unsuccessful Bidders will not be directly notified. Bid results are available by phone or email.

SECTION 3 SUPPLEMENTAL REQUIREMENTS

3.1 Sole Brand

This sole brand requirement is for DEKA Gold brand batteries. It is intended to save labor time in changing out the batteries and decrease downtime of City equipment and vehicles. The requirement for the specific brand named item(s) is required for purposes of the interoperability of the equipment, materials or supplies; other brands will not be considered.

3.2 Product/Service Delivery:

Bid shall identify delivery date in days after receipt of order.

3.3 Intergovernmental Co-Operative Purchasing

https://www.portlandoregon.gov/brfs/article/658486

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The Bidder awarded the contract agrees to extend identical prices and services under the same terms and conditions to all public agencies. Quantities stated herein reflect the City of Portland usage only. Purchases from other agencies do not affect the Contactor’s obligation to the City of Portland. Other agencies will execute their own Contracts with the Bidder. The successful Contractor shall provide quarterly usage reporting of the City of Portland and that of other public agencies. Any Bidder, by written notification included with their bid, may decline to extend the prices and terms of this bid to any and/or all other public agencies.

3.4 Additional Purchases

The City reserves the right to purchase additional equipment [or materials] beyond the quantities stated in the bid documents at the same prices submitted by the Bidder. Such additional purchases are not guaranteed and will be made at the City’s sole discretion.

3.5 Preparation of Bids

3.5.1 Pre-Bid Meeting

There will be no pre-bid meeting or site visit scheduled for this project.

3.5.2 Minimum Requirements

The Bidder shall identify whether it is meeting the equipment specifications of the Invitation to Bid. If meeting or exceeding the specifications the Bidder shall check the compliance “Yes” box next to the specification. If offering something equal but different than what the specification requires, the Bidder shall check the compliance “No” box next to the specification, stating clearly what is being offered in its place and providing all information necessary for the City to properly evaluate the item being bid to show the item is equal to that specified. Where additional space is required, the Bidder shall attach supplemental pages referencing the subject paragraph. Where brochures or line drawings are available, they should also be attached. The City reserves the right to determine, in its own discretion, whether a proposed variance meets the needs of the City.

3.5.3 Intent Of Specifications

The intent of these specifications is to provide the City with a fully operational automotive equipment batteries, regardless of any apparent omission of any particular component of these specifications.

If it appears the City omitted an important component of any item identified in this bid, the Bidder shall bring that matter to the attention of the City during the period of time available for requesting clarification as indicated in Section 2.3. The specifications in this ITB will be part of the Contract between the City and the successful Bidder(s).

3.5.4 Silence Of Specification

The silence or omission of the specifications as to any detail means that only the best commercial practices are to prevail in this ITB and resulting Contract; only materials and workmanship of first quality are to be used.

3.5.5 New/Latest Model

Parts and materials must be new or the most current model. Surplus, remanufactured, and used products are prohibited unless expressly stated otherwise in the specifications.

3.5.6 Taxes

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Taxes, whether State or Federal, shall not be included in the bid prices. A tax exemption certificate will be provided by the City on request.

3.6 Submission of Bids

3.6.1 Bid Submittal

By submitting a bid, the Bidder agrees to furnish any and all equipment, supplies and/or services required by the ITB, at the prices quoted, pursuant to all requirements and specifications as contained therein.

All bids must be clearly and distinctly typed or written with ink or indelible pencil. Do not erase mistakes. Instead, cross out mistakes and correct them and corrections typewritten or written in ink adjacent thereto, and initialed in ink by the party signing the bid, or an authorized representative. As a result of any of these actions, if the intent of the Bidder is not clearly identifiable, the interpretation most advantageous to the City will prevail. All bids must be on the form furnished by the City, or it may be rejected by the City. The omission of such items as delivery dates, or any other required information may cause the offer to be considered non-responsive.

3.6.2 Bid Prices

The prices submitted shall be firm during the Contract period. If unit prices are requested, they shall be shown for each unit on which there is a bid. The Bid price includes the cost to obtain all permits and licenses that may be required to perform the Contract. All prices quoted shall include all packing, handling, shipping charges, and the warranty provisions and requirements as listed in these specifications, FOB delivered and unloaded at the designated location(s). If assembly is required, offered prices shall include all costs associated with delivery, assembly, set-up and proper disposal of packaging materials.

The offer price shall be exclusive of any sales, purchaser, or consumer tax. Submit unit prices if requested.

Bid prices shall remain valid for sixty (60) calendar days from bid opening unless otherwise indicated within the ITB. If the bid is accepted, prices shall remain firm for the specified Contract period.

3.6.3 Bid Pricing Form

The Bidder shall include unit and extended pricing for all equipment offered on the form provided by the City within this solicitation or may be rejected. In the event of a conflict between unit pricing and extended pricing, unit pricing shall prevail.

3.6.4 Bid Bond

A bid bond is not required.

SECTION 4 STANDARD TERMS AND CONDITIONS FOR CITY OF PORTLAND CONTRACTS

The following are some of the terms and conditions that will apply should a contract be awarded:

4.1 Definitions

The definitions found in PCC 5.33.010A shall apply to the contract:

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4.2 Independent Contractor Status

The Contractor is engaged as an independent Contractor and is responsible for any federal, state, and local taxes and fees applicable to payments hereunder. The Contractor, its Subcontractors, and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits.

4.3 No Third Party Beneficiaries

Contractor and City are the only parties to this contract and are the only Parties entitled to enforce its terms. Nothing in this contract gives, assigns or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons.

4.4 Successors In Interest

The provisions of this Contract shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and approved assigns.

4.5 Compliance With Applicable Law

Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the provision of goods under this Contract, including, without limitation, the provisions of ORS 279C.505, 279C.515, and 279B.235, as set forth below and the provisions of: (i) Title VI of the Civil Rights Act of 1964 and its corresponding regulations as further described at:

http://www.portlandoregon.gov/bibs/article/446806 ;

4.6 Business Compliance

All statutory, charter and ordinance provisions applicable to public contracts in the City of Portland and the State of Oregon shall be followed with respect to this Contract. The Bidder must be in compliance with the regulations regarding conducting business in the City of Portland and State of Oregon before an award may be made. The Bidder shall be responsible for the following:

4.6.1 Certification as an EEO Affirmative Action Employer

All Bidders must be certified as Equal Employment Opportunity Employers as prescribed by Chapter 3.100 of the Code of the City of Portland prior to contract award. Details of certification requirements are available from Procurement Services, 1120 SW Fifth Avenue, Room 750, Portland, Oregon 97204, (503) 823-6855, website:

http://procure.portlandoregon.gov . To apply for certification go to our website at:

www.ebidexchange.com/cityofportland.

4.6.2 Non-Discrimination In Employee Benefits (Equal Benefits) Bidders must be in compliance with the City’s Equal Benefits Program as prescribed by Chapter 3.100 of the Code of the City of Portland prior to contract award. Details of compliance requirements are available from Procurement Services, 1120 SW Fifth Avenue, Room 750, Portland, Oregon 97204, (503) 823-6855, website:

www.portlandonline.com. To apply for certification go to the following website:

www.ebidexchange.com/cityofportland. Failure to comply with the Program permits the City to impose sanctions or require remedial actions as stated in Section 13 of the Rules.

4.6.3 City of Portland Business License Tax Account

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Prior to execution of a Contract, Contractor shall provide City of Portland business license tax account number, or shall provide proof of exemption from said registration requirements, as issued by the City of Portland Bureau of Revenue. Failure to do so within twenty (20) days after Bidder receives tender of the Contract may result in withdrawal of the Contract award. Details of compliance requirements are available from the Revenue Bureau License and Tax Division, 111 SW Columbia Street, Suite 600, Portland, Oregon 97201, (503) 823-5157, website: https://www.portland.gov/revenue.

4.6.4 State of Oregon Business Registration

The successful Bidder(s) must also be in compliance with business registration regulations for the State of Oregon; details are available at www.filinginoregon.com.

4.6.4.1 Notification To State Of Nonresident Contractor

If the Contract Price exceeds $10,000 and the Contractor is a Nonresident Contractor, the Contractor shall promptly report to the Oregon Department of Revenue on forms provided by the Department of Revenue, the Contract Price, terms of payment, Contract duration and such other information as the Department of Revenue may require before final payment can be made on the Contract. A copy of the report shall be forwarded to the City. The City shall satisfy itself that the above requirements have been complied with before it issues final payment on the Contract (PCC 5.33.695) http://www.oregon.gov/dor/forms/misc/nonresident-bidder_800-020.pdf.

4.6.5 Terms and Conditions

In connection with its activities under this Contract, Contractor shall comply with all applicable Grant Terms and Conditions. This includes all terms and conditions contained in this Contract and, for a contract involving a grant, the Grant Terms and Conditions as further described at: http://www.portlandoregon.gov/bibs/article/455735

4.7 Governing Law / Venue

The provisions of this Contract shall be construed in accordance with the provisions of the laws of the State of Oregon without reference to its conflict of laws provisions. Any action or suits involving any question arising under this Contract shall be brought in the appropriate court in Multnomah County, Oregon. By executing this Contract the Contractor agrees to in personam jurisdiction of the Oregon courts.

4.8 Indemnity

Contractor shall hold harmless, defend, and indemnify the City of Portland, its officers, employees, and agents, from all claims, demands, suits, actions, losses, damages, liabilities, costs and expenses of whatsoever nature, including all attorney’s fees and costs, resulting from or arising out of the activities of the Contractor or its officers, employees, Subcontractors, or agents including intentional acts, or of its Subcontractors, agents or employees under this Contract.

4.9 Assignment of Anti-Trust Rights

By entering into a Contract, the Contractor, for consideration paid to the Contractor under the Contract, does irrevocably assign to the City of Portland any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future, including, at the City's option, the right to control any such litigation on such claim for relief or cause of action, by reason of violation of 15 USC SS 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or https://www.portland.gov/revenue

City Project 131367 Page 10 of 18 ITB 00002408 services provided to the Contractor by any person, which goods or services are used, in whole or in part, for the purpose of carrying out the Contractor's obligation under this Contract.

In the event the Contractor hires Subcontractors to perform any of the Contractor's duties under the Contract, the Contractor shall require the Subcontractor to irrevocably assign to the City of Portland, as a third party beneficiary any right, title or interest that has accrued or may accrue to the Subcontractor by reasons of any violation of 15 USC SS 1-15, ORS 646.725 or ORS 646.730, including, at the City's option, the rights to control of any litigation arising thereunder, in connection with any goods or services provided to the Subcontractor by any person, in whole or in part, for the purpose of carrying out the Subcontractor's obligations as agreed to by the Contractor in pursuance of the completion of the Contract.

In connection with this assignment, it is an express obligation of the Contractor that it will take no action which will in any way diminish the value of the rights conveyed or assigned hereunder to the City of Portland. It is an express obligation of the Contractor to advise the City Auditor or the Office of the City Attorney of Portland, Oregon:

A. In advance, of its intention to commence any action on its own behalf regarding such claims for relief or causes of action;

B. Immediately, upon becoming aware of the fact that an action has been commenced on its own behalf by some other person or persons, of the pendency of such action; and

C. The date on which it notified the obligor(s) of any such claims for relief or causes of action of the fact of its assignment to the City of Portland.

Furthermore, it is understood or agreed that in the event that any payment under such claim is made to the Contractor, it shall promptly pay over to the City of Portland its proportionate share thereof, if any, assigned to the state hereunder.

4.10 Severability

In the event that a court, government agency, or regulatory agency with proper jurisdiction determines that this Contract, or any provision of this Contract, is unlawful, this Contract, or that provision of the Contract to the extent it is unlawful, shall terminate. If a provision of this Contract is terminated but the parties can legally, commercially, and practicably continue without the terminated provision, the remainder of this Contract shall continue in effect.

4.11 Survival

All obligations relating to confidentiality, indemnification, publicity, representations and warranties, proprietary rights, limitations of liability, if any, and obligations to make payments shall survive the termination or expiration of this Contract.

4.12 Assignment and Subcontracting

This Contract or any interest therein shall not be assigned, transferred or subcontracted to any other person or entity without the prior written consent of the City of Portland. Notwithstanding City approval of a Subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor. The Contractor agrees that if Subcontractors are employed in the performance of this Contract, the Contractor and its Subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

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4.13 Liens

Contractor shall not permit any claim to be filed or prosecuted against the City or any lien against the property purchased in connection with this Contract and agrees to assume responsibility should such lien or claim be filed.

4.14 Force Majeure

Neither City nor Contractor shall be held responsible for performance if its performance is prevented by unforeseeable acts or events beyond the party's reasonable control including, but not limited to:

acts of God; fire, flood, earthquakes or other catastrophes; strikes or other labor unrest; power failures, electrical power surges or current fluctuations; nuclear or other civil or military emergencies, or acts of legislative, judicial, executive, or administrative authorities.

4.15 Sustainable Procurement

Pursuant to the City’s Sustainable City Principles, which direct City Bureaus to pursue long-term social equity, environmental quality, and economic vitality through innovative and traditional mechanisms, the Contractor is encouraged to incorporate these Principles into their scope of work with the City wherever possible. Therefore in accordance with the Principles and the City's Sustainable Procurement Policy, it is the policy of the City of Portland to encourage the use of products or services that help to minimize the human health and environmental impacts of City operations. "Environmentally preferable" means products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product or service.

Packaging should be minimized to the maximum extent possible without compromising product quality. The City encourages packaging that is reusable, recyclable in local recycling programs, is made from recycled materials, and/or is collected by the vendor for reuse/recycling.

4.16 Change Orders

All changes to this Contract, including changes to the scope of work and Contract amount, must be made by written change order and approved by the Chief Procurement Officer to be valid. Contractor understands that City employees have no actual or apparent authority to enter into amendments, except as may be specifically granted by the City Council to the Chief Procurement Officer, or to waive the approval of the City Attorney's office.

4.17 Non-Waiver

No waiver, consent, modification, or change of terms of this Contract shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purposes given. The failure of the City to enforce any provision of this Contract shall not constitute a waiver of that or any other provision.

4.18 Coordination with Other Contractors and Other Services

The Contractor shall cooperate fully with other Contractors and City employees providing systems or support to the City during installation, operation, or maintenance of the goods and services. This includes planning for and integration of the goods and services provided under this Contract with those provided by others. Further, Contractor shall make every reasonable effort to cooperate with City to minimize and/or prevent any degradation of the other computer and telecommunications

City Project 131367 Page 12 of 18 ITB 00002408 systems, equipment, or services of the City by the installation, operation, or maintenance of the goods and services. Contractor’s failure to cooperate with the City and other Contractors may be grounds for termination as provided herein.

4.19 Access to Records

The Contractor shall maintain professional accounting standards and on a current basis, and the City and its duly authorized representatives shall have access to, the books, documents, papers, and records of the Contractor which are directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three (3) years after final payment. Copies of applicable records shall be made available upon request.

4.20 Audits

The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this Contract at any time in the course of the Contract and during the six (6) year period established by ACCESS TO RECORDS. Audits shall be conducted in accordance with generally accepted auditing standards.

If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices. If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies as provided under EARLY TERMINATION OF THE CONTRACT and REMEDIES. In addition, the Contractor agrees to abide by the standards of the Office of the Comptroller set forth in May, 2002 Office of Justice Programs (OJP) Financial Guide, including without limitation in accordance with Office of Management and Budget (OMB) Circulars A87, A-102, A-122, A-128, A-133. All financial records, supporting documents, statistical records and all other records pertinent to this Contract shall be retained by the Contractor for a minimum of five (5) years for purposes of State of Oregon or the OJP Financial Guide from the Office of the Controller and apprise itself of all rules and regulations set forth.

4.21 Purchasing from City Employees

No purchase can be made from any business with which a City employee is associated unless authorized by PCC 5.33.070. No City employee or elected official of the City shall be admitted to any share or part of this Contract or to any benefit that may arise there from; but, this provision shall not be construed to extend to this Contract if made with a corporation for its general benefit.

4.22 Termination

The City, by written notice to the Contractor, may terminate this Agreement: a) for any reason deemed appropriate in its sole discretion, or b) for a material breach of contract.

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SECTION 5 ATTACHMENTS

1. REPRESENTATIONS, CERTIFICATIONS

2. PRICE QUOTE

3. NON-COLLUSION AFFIDAVIT

VI. EXHIBITS AND APPENDICES

A B

SAMPLE PRICE AGREEMENT

ELECTRONIC SUBMITTAL INSTRUCTIONS

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ATTACHMENT 1

REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS

[This form must be submitted with bid]

OFFER DATE

OFFEROR NAME

OFFEROR DOING BUSINESS AS

OFFEROR ADDRESS

AUTHORIZED REPRESENTATIVE NAME

AUTHORIZED REPRESENTATIVE TITLE

AUTHORIZED REPRESENTATIVE PHONE

AUTHORIZED REPRESENTATIVE EMAIL

AUTHORIZED REPRESENTATIVE MAILING

ADDRESS

AUTHORIZED REPRESENTATIVE SIGNATURE

NAME OF LOCAL REPRESENTATIVE

LOCAL REPRESENTATIVE PHONE

LOCAL REPRESENTATIVE EMAIL

TYPE OF ORGANIZATION Sole proprietorship;

Partnership;

Corporate entity (not tax-exempt);

Corporate entity (tax-exempt);

Government entity (Federal, State, or local);

Other:

COMMON PARENT Offeror is not owned or controlled by a common parent:

Name and TIN of common parent:

Name:

TIN:

RESIDENT BIDDER

All Offerors must state whether or not they are an Oregon resident Bidder as defined in ORS 279A.120, a resident Offeror is one who has paid unemployment taxes or income taxes in the State during the twelve (12) calendar months immediately preceding bid submission, has a business address in Oregon, and has stated in their bid to be a resident bidder.

Offeror is a Resident Bidder Offeror is not a Resident Bidder State of Residence:

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ATTACHMENT 2

PRICE QUOTE

FOR

CITY OF PORTLAND SOLICITATION NO. 000002408

[This form must be submitted with bid]

The Offeror represents and certifies as part of the following bid:

The undersigned having full knowledge of the specifications for the item(s) listed herein offers and agrees that this bid shall be irrevocable for at least sixty (60) calendar days after the bid opening date and time, and if accepted shall furnish any and/or all items(s) at the prices offered, all required documents, licenses and certifications, guarantees, titles and warranties as required and deliver at the designated point(s) within the time specified in the schedule.

Deka 12 Volt Ultimate Group Part Number Price per battery Discount Percentage

Core Charge Core Buyback Final Price

34/78 778DT

24 724MF

24F 724FMF

25 725MF

27 727MF

27F 727FMF

34 734MF

34R 734RMF

35 735MF

48 (H6/L3) 748MF

65 765MF

75 775MF

78 778MF

79 779MF

86 786MF

Deka 12 Volt Gold battery Discount Percentage

Core Charge Core Buyback Final Price

75/86 675DT

24 624MF

24F 624FMF

27 627MF

City Project 131367 Page 16 of 18 ITB 00002408

27F 627FMF

34 634MF

34R 634RMF

36R 636RMF

40R (T6/LB3) 640RMF

41 (T65) 641MF

42/58R 642/58R

42 (T5/LB2) 642MF

47 (H5/L2) 647MF

48 (H6/L3) 648MF

148 (H6R) 648RMF

49 (H8/L5) 649MF

50 650MF

51 651MF

51R 651RMF

55 655MF

58 658MF

58R 658RMF

59 659MF

65 665MF

67R 667RMF

75 675MF

78 678MF

85 685MF

90 (T5/LB2) 690MF

91 (T6/LB3) 691MF

92 (T7/LB4) 692MF

93 (T8/LB5) 693MF

City Project 131367 Page 17 of 18 ITB 00002408

94R (H7/L4) 694RMF

95R (H9/L6) 695RMF

96R 696RMF

97R (H5/L2) 697RMF

Deka 12 Volt Heavy Duty Commercial Service battery Discount Percentage

Core Charge Core Buyback Final Price

31 1131MF

1031MF

PROVIDE DEKA GOLD AUTOMOTIVE AND EQUIPMENT BATTERIES

INSTRUCTIONS TO OFFERORS: Indicate the percentage above Contractors Cost Column listed in the Manufactures Price List (including the cost of delivery in the Portland area).

1 BATTERY PRICE PERCENTAGE

2 CORE CHARGE PER BATTERY

3 DISCOUNTS OR REBATES PER BATTERY

4 RESTOCKING CHARGE

5 DELIVERY TIME FROM RECEIPT OF ORDER

TOTAL PRICE/PERCENTAGE: _$__________________________ %___________________

An Offeror submitting a bid certifies that no officer, agent or employee of the City who has a pecuniary interest in this bid has participated in preparation of the bid, that the bid is made in good faith without fraud, collusion, or connection of any kind with any other Offeror of the same call for bids, and that the Offeror is competing solely in its own behalf without connection with, or obligation to any undisclosed person or firm.

City Project 131367 Page 18 of 18 ITB 00002408

ATTACHMENT 3

NON-COLLUSION AFFIDAVIT

FOR

CITY OF PORTLAND SOLICITATION NO. 000002408

[This form notarized and submitted with bid]

STATE OF

COUNTY OF

I, , state that I am (Printed Name) (Position/Title) of and that I am authorized to execute this affidavit (Name of Firm) on behalf of this firm, and its owners, directors, and officers. I am the person responsible in my firm for the price(s) and the amount of this bid.

I state that:

1. The price(s) and the amount of this bid have been arrived at independently and without consultation, communication or agreement with any other contractor, offeror, or potential offeror, except as disclosed.

2. Neither the price(s) nor the amount of this bid, and neither the approximate price(s) nor approximate amount of this bid, have been disclosed to any other firm or person who is an offeror or potential offeror, and the price(s), will not be disclosed before bid opening.

3. No attempt has been made or will be made to induce any firm or person to refrain from bidding on this Contract, or to submit a bid higher than this bid, or to submit any intentionally high or noncompetitive bid or other form of complementary bid.

4. The bid of this firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive bid.

5. (Name of Firm) , its affiliates, subsidiaries, officers, directors and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract, except as described.

I state that (Name of Firm) understands and acknowledges that the above representations are material and important, and will be relied on by THE CITY OF PORTLAND, OREGON in awarding the Contract(s) for which this bid is submitted. My firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from THE CITY OF PORTLAND, OREGON of the true facts relating to the submission of bids for this Contract.

Signature

Subscribed and sworn to before me on this _______ day __________ of _________ x

SIGNATURE OF NOTARY PUBLIC

MY COMMISSION EXPIRES________

Contract #_________ Page 1 of 34 Project #_________ Version 10/2021

CITY OF PORTLAND

PRICE AGREEMENT FOR

DEKA BRAND BATTERIES

Contract Number: _________

As authorized by _____, this Price Agreement (“Contract”) is made effective on ___________ (“Effective Date”) by and between the City of Portland (“City”), a municipal corporation of the State of Oregon, and _____________ (“Contractor”), a(n) ________ corporation, by and through their duly authorized representatives. This Contract may refer to the City and Contractor individually as a “Party” or jointly as the “Parties.”

The initial Term of this Contract shall be from the Effective Date through __________, with the City’s option to extend for an additional _______ years, for a total not to exceed ___ years.

The total not-to-exceed amount under this Contract for the initial Term shall be $XXXXX per year for a total of $_______________. (11/20)

Party contacts and Contractor’s and City’s Project Manager for this Contract are:

For City of Portland: For Contractor:

Name: Name:

Title: Title:

Address: Address:

City, State: City, State:

e-mail: e-mail:

Copy to: Thor Haglund Copy to:

Procurement Services 1120 SW 5th Ave.

Portland OR 97204

Scope and Consideration

(a) Contractor shall perform the Services and provide the Deliverables set forth in the Statement of Work or Purchase Order by the due dates specified in the Contract.

(b) Payments shall be made to Contractor according to the schedule identified in Exhibit A, the

Contractor’s Price.

(c) Contract Not Exclusive. The City may, but is not required to, purchase any Goods or Services within the scope of this Contract. Good or Services will be requested on an as-needed basis, and there is no guarantee of a minimum or maximum quantity. This Contract

Exhibit A - Sample Price Agreement

Contract #_________ Page 2 of 34 does not create an exclusive relationship between the City and Contractor, and the City retains the right to purchase the same or similar goods or services from other providers.

Recitals:

WHEREAS, to further its government operations, the City of Portland desires to purchase DEKA Brand Batteries; and

WHEREAS, the City issued Request for Invitation to Bid (ITB) # 00002408 for DEKA Brand Batteries; and

WHEREAS, Contractor, in its Proposal dated ________ and submitted in response to the City’s ITB represented that it has the knowledge, experience, and expertise in selling DEKA Batteries for automotive use; and

WHEREAS, the City selected Contractor based on its Proposal;

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1 DEFINITIONS (11/18)

General Definitions. (11/18) These definitions apply to the entire Contract, subsequent Amendments, and any Change Orders or Task Orders, unless modified in an Amendment. If any definition contains a substantive provision conferring rights and/or obligations upon a Party, then effect shall be given to the substantive provision.

“Acceptance” (11/18) means the Deliverable demonstrates to the City’s satisfaction that the Deliverable conforms to and operates according to the Acceptance Criteria, and if required, has successfully completed Acceptance Testing, and for Deliverables not requiring Acceptance Testing that the Deliverable conforms to the Acceptance Criteria or the City’s Specifications.

“Acceptance Certificate” (11/18) means a written instrument by which the City notifies Contractor that a Deliverable has been Accepted or Accepted with exceptions, and Acceptance Criteria have been met or waived, in whole or in part.

“Acceptance Criteria” (11/18) means functionality and performance requirements determined by the City, based upon the Specifications, which must be satisfied prior to City’s Acceptance of a Deliverable. City and Contractor shall agree upon written Acceptance Criteria.

Contract #_________ Page 3 of 34

“Acceptance Date” (11/18) means the date on which the City issues an Acceptance Certificate for the Deliverable(s).

“Acceptance Test” (11/18) means the evaluation and testing method, procedures, or both, that are used to determine whether or not a Deliverable requiring Acceptance Testing performs in accordance with the Acceptance Criteria.

“Affiliates” (11/18) means, for Contractor, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control. The term “control” means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, agreement or otherwise.

“Amendment” (12/18) means a written document required to be signed by both Parties when in any way altering the Master Terms and Conditions of the Contract, Contract amount, or substantially altering a Statement of Work.

“Bid” (11/18) means Contractor’s response to the City’s ITB referenced in the recitals above.

“Business Day” (11/18) means a twenty-four hour day, excluding weekends and City holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Calendar Day” (11/18) means a twenty-four hour day, including weekdays, weekends and holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Change Order” (12/18) means a document, agreed and signed by both Parties, that changes an existing Statement of Work. Change Orders cannot change Contract amount or Master Terms and Conditions.

“COBID Certified” means an entity certified by the State of Oregon Certification Office for Business Inclusion and Diversity.

“Confidential Information” (06/20) means any information that is disclosed in written, graphic or machine-recognizable form and is marked or labeled at the time of disclosure as being Confidential or its equivalent, or, if the information is in verbal or visual form, it is identified as Confidential or proprietary at the time of disclosure, or a reasonable time thereafter.

Information shall always be considered Confidential Information, whether or not it is marked or identified as such, if it is described by one or more of the following categories: (1) non-public financial, statistical, personnel, human resources data or Personally Identifiable Information as described in the Oregon Consumer Information Protection Act; (2) business plans, negotiations, or strategies; (3) unannounced pending or future products, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by ORS 192.345(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475; (5) information

Contract #_________ Page 4 of 34 which is exempt from disclosure per Oregon Public Records Law; (6) attorney/client privileged communications; (7) information which is exempt per federal laws (including but not limited to copyright, HIPAA); and (8) information relating to or embodied by designs, plans, configurations, specifications, programs, or systems including without limitation, data and information systems, any software code and related materials and processes, Customizations, Configurations, Updates, Upgrades; and any Documentation. Confidential Information does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving Party; is already lawfully known to the receiving Party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Contract or any other agreement between the Parties or of any applicable protective or similar order, in the receiving Party’s possession without any obligation restricting disclosure; is independently developed by the receiving Party, as shown by reasonable written documentation, without breach of this Contract; or is explicitly approved for release by written authorization of the disclosing Party.

“Contract” (11/18) means the Master Terms and Conditions including all exhibits, attachments and schedules and their constituent parts listed in the Order of Precedence or incorporated by reference.

“Deliverable(s)” (11/18) means the Goods, Services, Documentation or documents or tangible work products described in the Statement of Work to be provided to the City by Contractor under this Contract.

“Documentation” (11/18) means user manuals and other written materials in any form that describe the features or functions of the Goods and Services, including but not limited to published specifications, online instructions and help, marketing materials, technical manuals, and operating instructions provided by Contractor to the City, or readily available to the public, or as required to be produced by Contractor subject to the terms of this Contract.

“Equipment” (11/18) means any hardware, machinery, device, tool, including add-ons, or peripherals of tangible form together with the necessary supplies for upkeep and maintenance, and other apparatus necessary for the proper implementation and operation of the Goods or Services to be provided to the City by Contractor under this Contract.

“Defect” (11/18) means any error, problem, condition, bug, or other partial or complete inability of a Service, Good or component thereof, to operate in accordance with the applicable Specifications.

“Final Acceptance” (11/18) means the City has determined that all Deliverables have successfully completed Acceptance Testing, which demonstrates to the City’s satisfaction that all Deliverables conform to and operate according to the Acceptance Criteria, applicable Documentation, and Contractor’s representations; and that for Deliverables not requiring

Contract #_________ Page 5 of 34

Acceptance Testing, that the Deliverables conform to the Acceptance Criteria or the City’s specified requirements.

“Force Majeure Event” (8/20) means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that Party and that prevents a Party from complying with any of its obligations under this Contract, except that a Force Majeure Event will not include a strike or other labor unrest that affects only one Party, an increase in prices, or a change in law.

“Good(s)” (11/18) means the items provided by Contractor to the City under this Contract, as outlined in the Statement of Work.

“Intellectual Property Rights (IPR)” (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force.

“Manufacturer’s Warranty” (11/18)…