ITB_1760_Solicitation_Tires_Related_Products_Service_02112022.pdf

STATE OF OREGON

COVER PAGE

Department of Administrative Services – Procurement Services is publishing this Invitation to Bid (ITB) under

OregonBuys Bid Number S-10700-00001760 for

Supply of Tires, Related Products and Services

Date of Issue: 2/11/2022

Opening Date and Time: 2/28/2022 @ 11:30 AM (PST)

Single Point of Contact (SPC): John Starrs, State Procurement Analyst

Address: 1225 Ferry St. SE City, State, Zip: Salem, OR. 97301 Phone (voice): 971-349-2539 E-mail: John.Starrs@Das.Oregon.Gov

The State of Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

ITB Solicitation No. S-10700-00001760

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

1.2 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

1.3 SCHEDULE OF EVENTS

1.4 DEFINITION OF TERMS

1.5 SINGLE POINT OF CONTACT

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

2.2 PROCUREMENT METHOD

2.3 Reserve

2.4 OregonBuys ....................................................................................................................................... Error! Bookmark not defined.

2.5 QUESTIONS AND CLARIFICATIONS

2.6 PROTEST OF ITB

2.7 ADDENDUM ...................................................................................................................................... Error! Bookmark not defined.

2.8 PROTEST OF ADDENDUM

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.3 BID REQUIREMENTS (PASS/FAIL)

SECTION 4: BID EVALUATION PROCESS

4.1 RESPONSIVENESS DETERMINATION

4.2 RESPONSIBILITY DETERMINATION

4.3 COST COMPARISON

4.4 REFERENCES

4.5 PREFERENCES

4.6 METHOD OF AWARD

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

5.2 INTENT TO AWARD PROTEST

5.3 PAY EQUITY

5.4 NONDISCRIMINATION IN EMPLOYMENT

5.5 OTHER REQUIRED INFORMATION

SECTION 6: PRICE AGREEMENT EXECUTION

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

7.3 COST OF BIDDING

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

7.6 RECYCLED PRODUCTS

LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE PRICE AGREEMENT

EXHIBIT A – SAMPLE PURCHASE ORDER

EXHIBIT B – INSURANCE

EXHIBIT C – VOLUME SALES REPORT/VENDOR COLLECTED ADMINISTRATIVE FEE

EXHIBIT D – FUTURE GOODS/SERVICES LISTING FROM ATTACHMENT D – BID FORM

ATTACHMENT B – BID COVER SHEET

ATTACHMENT C – COBID CERTIFICATION / OUTREACH PLAN

ATTACHMENT D – BID SUBMITTAL FORM

ATTACHMENT E – RESPONSIBILITY INQUIRY

GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

The State of Oregon, acting by and through the Department of Administrative Services – Procurement Services (DAS-PS) publishes this ITB on behalf of State Agencies, members of the Oregon Cooperative Procurement Program (ORCPP) and authorized users of the current interstate agreement between the State of Oregon and the State of Washington known as the Master Contract Use Agreement (MCUA), collectively known as “Authorized Purchasers”, for the purpose of establishing one or more Price Agreements for the supply of tires, related products (Goods) and any service or maintenance supporting these Goods.

DAS-PS anticipates a minimum of 2 Price Agreements resulting from this ITB. The initial term of each Price Agreement will be 4 years, with up to 3 optional 2-year extensions. Maximum term, with extensions, of any Price Agreement will not exceed 10 years.

1.2 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

Successful Bidder will provide tires, related products and services to Authorized Purchasers on an as-needed basis.

1.3 SCHEDULE OF EVENTS

The table below represents the schedule of events specific to this ITB. DAS-PS may modify these dates at any time, with appropriate notice. All times are Pacific Standard Time (PST).

EVENT DATE TIME (PST)

Publication of Solicitation February 11, 2022 04:00PM Deadline: Questions submitted by Bidder February 17, 2022 05:00 PM Deadline: Answers submitted by DAS-PS February 18, 2022 05:00 PM Deadline: Solicitation Protest submission February 21, 2022 11:30 AM Deadline: Bid Packet submitted by Bidder February 28, 2022 11:30 AM

Deadline: Bid Opening by DAS-PS February 28, 2022 05:00 PM Publication: Notice of Intent to Award (NOI) TBA TBA Deadline: Award Protest by Affected Bidder TBA TBA

Deadline: Price Agreement(s) executed by DAS-PS TBA TBA

DAS-PS operating hours: Monday through Friday 8:00 AM to 5:00 PM, PST except for state holidays and State-approved closures.

1.4 DEFINITION OF TERMS

Together with the definitions found in Section 1.2 of the Sample Price Agreement (Attachment A), the following definitions apply to this ITB and resulting Price Agreement.

Capitalized terms not specifically defined in this document are defined in OAR 125-246-0110.

“Addendum” or “Addenda” (referred to as “Amendment” in OregonBuys) means an addition or deletion to, a material change in, or clarification of, the ITB. Each Addendum shall be labeled as such and shall be made available to all interested Bidders in accordance with OAR 125-247-0305(8). The plural form of “Addendum” is “Addenda.”

"Bid" (referred to as “Quote” in OregonBuys) means the Bidder's written Bid submitted in response to the ITB, including all necessary attachments and information required to be submitted prior to award. Bid also means "Offer".

"Bidder" means an individual (person), organization or representative of an organization that submits a Bid in response to an ITB. Bidder also mean “Offeror”.

"Closing" (referred to as “Bid Opening Date” in OregonBuys) means the date and time set in the ITB for Bid submission, after which Bids may not be submitted, modified, or withdrawn by Bidder.

"Opening" means the date/time set to read the Bid submittals.

"OregonBuys System" or “OregonBuys” means the on-line electronic Oregon automated procurement system administered by the Oregon Department of Administrative Services. The OregonBuys System website is:

https://oregonbuys.gov/bso/.

“SPC” means the Single Point of Contact listed on the cover page of this ITB. All communications related to any provisions of this ITB shall be directed only to the SPC to ensure every Bidder receives the same information.

“Schedule of Events” means the specific time and dates events relating to this ITB will occur.

“Successful Bidder” means the person(s), organization(s) to which the award is made.

1.4.1 CROSSWALK OF TERMS USED IN OREGONBUYS

Term Used In OregonBuys

Definition

Amendment “Addendum” or “Addenda” as defined in OAR 125-246-0110(1), or any form of notice associated with the solicitation, such as intent to award, cancellation, etc., as set forth in the Amendment.

Bid Opening Date “Closing” as defined in OAR 125-246-0110(25). In OregonBuys, it is the deadline for submitting Quotes (Bids, Proposals or other required responses) required by a Bid Solicitation, after which the Bid “Opening” as defined in OAR 125-246-0110(98) will immediately occur.

Bid Solicitation Any form of solicitation: Request for Proposal, Invitation to Bid, Request for Quote, Request for Information, etc., including notices (sole source notice, intent to participate, etc.). Each Bid Solicitation has a separate page and ID number in OregonBuys.

Change Order A formal change to an existing MBPO (i.e., any form of contract, agreement, price agreement or on-call contract, etc., purchase order or work order contract).

Master Blanket Purchase Order

(“MBPO”)

Any form of contract, agreement, price agreement or on-call contract, etc., purchase order, or work order contract.

Quote Any form of Bid submission by Vendors, i.e., Bids, Quotes, or any other type https://oregonbuys.gov/bso/ of Bid required by a Bid Solicitation.

Vendor Any form of business entity registered in OregonBuys. Only registered Vendors are eligible to submit a Quote and enter into any form of contract pursuant to Bid Solicitations advertised in OregonBuys.

1.4.2 SPECIAL DEFINITIONS FOR INTERPRETING EO 21-29 OBLIGATIONS

“EO 21-29” means Governor of the State of Oregon’s Executive Order 21-29 as may be amended, https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf.

‘FAQ” means the Executive Order 21-29 Vaccination Requirements for State Contractors Frequently Asked Questions as may be amended, ExecutiveOrder21-29_ContractorFAQ.pdf (oregon.gov)

For interpretation of provisions relating to EO 21-19:

The terms "Executive Branch," "COVID-19," "Fully Vaccinated," "Proof of Vaccination," "Employee," and "Worker" have the meanings defined in EO 21-19.

The term “Worksite” has the meaning defined in the FAQ.

1.5 SINGLE POINT OF CONTACT

All questions, requests for clarification and protests about any component of this ITB, including the specifications, contractual requirements or the procurement process must be directed to the SPC identified on the cover page of this ITB.

ITB PROCESS

2.1 PROCUREMENT AUTHORITY

DAS-PS is conducting this ITB pursuant to ORS 279A.050 and OAR 125-246-0170(3).

2.2 PROCUREMENT METHOD

DAS-PS is using the Competitive Sealed Bidding method, pursuant to ORS 279B.055 and OAR 125-247-0255, and may use any available optional procedures.

2.3 PRE-BID CONFERENCE

A pre-Bid conference will not be held for this ITB.

2.4 OREGONBUYS

This ITB, including all Addenda, attachments and exhibits is posted on OregonBuys at https://oregonbuys.gov/bso/view/login/login.xhtml ; ITB documents will not be mailed.

2.4.1 ALTERNATIVE ACCESSIBILITY TO ADDENDA, ATTACHMENTS, AND EXHIBITS

If an exhibit, attachment or addendum cannot be viewed or downloaded through OregonBuys, Bidders are instructed to contact the SPC for additional assistance.

https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf https://www.oregon.gov/das/Procurement/Documents/ExecutiveOrder21-29_ContractorFAQ.pdf https://oregonbuys.gov/bso/view/login/login.xhtml

2.4.2 OREGONBUYS ASSISTANCE

Parties needing assistance with OregonBuys may contact the supplier Helpdesk by telephone: 1-855-800- 5046 or email: support.oregonbuys@oregon.gov

2.4.3 OREGONBUYS REGISTRATION REQUIREMENT

All vendors must be registered in OregonBuys to do business with the state. Registration is free. To create a vendor account, click the blue “Register” button in the top right corner of the OregonBuys website:

https://oregonbuys.gov/bso. For registration assistance see vendor registration guidance.

Vendors are solely responsible for ensuring their vendor information is current and correct in OregonBuys.

DAS-PS and Agency will accept no responsibility for incorrect vendor information.

2.5 QUESTIONS AND REQUESTS FOR CLARIFICATIONS

Questions and requests for clarification, related to this solicitation must be submitted in writing to the SPC and meet the below criteria:

• Be submitted to the SPC via OregonBuys

• Reference the OregonBuys Bid# S-10700-00001760

• Identify the specific area of the ITB being questioned (i.e., page, section and paragraph number);

• Include name and contact information of party submitting question or clarification; and

• Be received by the due date identified in Section 1.3 above.

Questions by telephone will not be accepted.

All answers will be published through OregonBuys. In its sole discretion, DAS PS may change this ITB by written Addendum and post to OregonBuys. Clarifications, corrections or changes to this ITB made in any other manner are not binding on the State.

2.6 PROTEST OF ITB

Protests to this ITB must be submitted by EMAIL to the SPC and meet the below criteria:

• Received by the date identified in Section 1.3 or Addenda, if applicable

• Include Bidder name and contact information

• Reference the OregonBuys Bid # Solicitation # S-10700-00001760

• Identify the reason for the protest including:

o Grounds demonstrating how the procurement process is one or more of the below:

Is contrary to law, Is unnecessarily restrictive, Is legally flawed or

Improperly specifies a brand name mailto:support.oregonbuys@oregon.gov o Include evidence and documentation supporting the grounds on which the protest is based; and o Identify proposed changes to the ITB or other relief sought.

DAS PS will address all protests meeting these requirements within a reasonable time and will issue a written decision. Protests not meeting the above requirements will not be considered by DAS PS.

2.7 AMENDMENT(S)

Unless otherwise stated in the ITB, DAS PS shall post any Amendment(s) on OregonBuys. Amendment(s) are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OregonBuys. Bidder is responsible for monitoring OregonBuys regularly until the OregonBuys Bid Opening Date specified on the cover of this ITB. DAS PS is not responsible for sending Amendment(s) to any prospective Bidder.

2.8 PROTEST OF AMENDMENT(S)

Unless a modified deadline is set forth through Amendment(s), a prospective Bidder may submit a protest of the Amendment(s) by the close of the next business day after the issuance of the Amendment(s), or no later than the due date for Protests of ITB identified in Section 1.3 of this ITB, whichever is later. Unless otherwise specified in the Amendment(s), a protest must be submitted in the same manner as a protest of the ITB under Section 2.6.

INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Bids are due on or before OregonBuys Bid Opening Date. If a revised OregonBuys Bid Opening Date is created by an Addendum, the revised date and time shall become the official due date and time. Bids shall constitute firm offers for a period of 90 calendar days from the OregonBuys Bid Opening Date.

3.2 SUBMISSION REQUIREMENTS (GENERAL)

3.2.1 BID FORMAT

The Bid should be presented in a format corresponding and referencing the sections contained in Section 3.3.

Responses should be presented in the same order and identify the item being addressed.

3.2.2 BID DELIVERY OPTIONS

Bidder is solely responsible for ensuring its Bid is received at DAS PS in accordance with the ITB requirements, by Opening. DAS PS shall not be responsible for any delays in delivery.

In response to the COVID-19 pandemic, Oregon’s Governor issued Executive Order 20-12, which in part, and to the maximum extent feasible, closes all State buildings to the public and requires State agencies to provide services by phone and online during regular business hours. This building closure is effective March 25, 2020 until further notice.

Bidder shall submit its Bid using one of the two following formats:

OregonBuys:

Bid submission may be submitted electronically through OregonBuys at: Oregonbuys.gov

Detailed instructions on how to submit a Proposal can be found at OregonBuys Vendor Formal Solicitation Response.pdf

OR

Flash Drive:

Bid may be submitted on a flash drive with standard USB connector and must only contain data relevant to the ITB. Any other data deemed irrelevant or inappropriate may be cause for immediate rejection of Bidder’s submission as a whole. Bid shall be formatted using Adobe Acrobat, Microsoft Word, Microsoft Excel or other format pre-approved by DAS-PS. Flash drives may be delivered through mail to the address listed on the cover page.

Flash Drive shall be submitted in a sealed package bearing the following information:

• Name of Bidder (or Company Name)

• OregonBuys Bid Number

• OregonBuys Bid Opening Date

• Attention: (SPC)

BIDS SUBMITTED BY FACSIMILE (FAX) OR EMAIL WILL BE REJECTED.

3.2.3 BID MODIFICATION

It is the responsibility of the Bidder to ensure a modified bid is submitted before the OregonBuys Bid Opening Date. A Bidder wishing to make modifications to a Bid already submitted must withdraw its Bid and resubmit the modified version on a Flash Drive in accordance with the same requirements for Flash Drive as outlined in Section 3.2.2. All modifications must be clearly marked and initialed. In addition, the modified Bid must be accompanied by a cover letter noting the specific changes to the original Bid submission. Oral, facsimile or telephonic modifications will not be accepted.

3.2.4 BID WITHDRAWAL

If a Bidder wishes to withdraw its Bid, Bidder must do so prior to Bid Opening Date. The Bidder must submit a written notice on Bidder’s letterhead clearly stating its intent to withdraw, reference the correct OregonBuys Solicitation number, signed by an authorized representative and received by the SPC prior to the OregonBuys Bid Opening Date.

3.2.5 LATE BIDS

Late bids will NOT be accepted or reviewed. In the event a Bid is received but determined to be late, DAS-PS is not obligated to return a late bid to the respective Bidder.

3.2.6 OPENING OF BIDS

Due to the COVID-19 pandemic, Oregon Governor’s Executive Order 20-12, and the need for enhanced personal and public safety, until further notice DAS PS will not hold in-person public Bid openings.

A list of Bids submitted and dates received will be available in OregonBuys after the public Bid Opening.

https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf

3.3 BID REQUIREMENTS

Bids will be reviewed on a Pass/Fail basis. Failure to provide any of the information or comply with any of the requirements in this section 3.3 and its subsections SHALL be considered nonresponsive. DAS PS has the right to determine if Bids substantially meet the requirements of this ITB.

3.3.1 BID PRICING

Bidders are expected to adjust their Bid offering to include a two percent [2%] Vendor Collected Administration Fee [VCAF]. If awarded a Price Agreement, this fee is payable to DAS PS on a quarterly basis.

The fee is based on the total sales volume generated each quarter during the full term of the price agreement.

Further details are provided in Exhibit C of this document.

3.3.2 SUBMISSION BY BID OPENING DATE

Bids must be submitted by Bid Opening Date. Bids received after Bid Opening Date are late Bids and will not be opened or considered for this ITB.

3.3.3 REQUIRED FORMS

Bidder must submit the following forms to be considered:

• Attachment B – Bid Cover Sheet

• Attachment C – COBID Certification / Outreach Plan

• Attachment D – Bid Submittal Form

• Attachment E – Responsibility Inquiry

3.3.4 AUTHORIZED SIGNATURE

The Bid must be signed by one or more persons legally authorized to bind Bidder to the requirements of this ITB and subsequent Price Agreement, if awarded. Upon request by DAS-PS, any representative signing a Bid shall provide certification the representative has the authority to bind the Bidder to all obligations relating to the Bid. Upon request of DAS PS, Bidder shall provide a certified copy of the bylaws or resolution of the board of directors showing such authority of such representative.

3.3.5 REFERENCES

DAS-PS reserves the right to request a Bidder deemed responsive to provide 3 references confirming its ability to meet the requirements specified in Attachment D within the last 2 years. If requested, Bidder must provide, at a minimum, the following:

• Reference name, telephone number, email and mailing address

• Description of services or products provided

• Dates of Supply / Service

BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

Bids received by Bid Opening Date will be reviewed to determine Responsiveness to all ITB requirements including compliance with Bids Requirements stated in section 3.3.2. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. If the SPC finds the Bid non-Responsive, the Bid may be rejected. DAS-PS reserves the right to waive mistakes in accordance with OAR 125-247-0470.

4.2 RESPONSIBILITY DETERMINATION

DAS-PS will determine if an apparent successful Bidder is Responsible prior to award and execution of the Price Agreement. Each Bidder shall submit a signed Responsibility Inquiry form (Attachment E) with its Bid. At any time prior to award, DAS-PS may reject a Bidder found to be not Responsible.

4.3 BID EVALUATION

Bidder is expected to review each tab in the Attachment D – Bid Form. Where applicable, provide the data requested in each of the column headers. Bidders will be evaluated on the discount percentages applied to each manufacturer and the shop rates offered. Bidders are advised multiple Price Agreements may be awarded upon final review with consideration allowing for the best geographical coverage of supply and services for all of the agencies requiring support. This includes Bidders whose bid substantially complies with the requirements and criteria set forth in this ITB and provides the most favorable pricing.

4.4 REFERENCES

DAS-PS may check to determine if references provided are supportive of the Bidder’s ability to comply with the requirements of this ITB. Failure to provide complete and accurate information in a Bid may be cause for rejection.

DAS-PS may conduct other reference checks with persons whose names have not been provided by Bidder, but whom DAS-PS has knowledge. DAS-PS may use references to obtain additional information, break ties, or verify any information needed.

4.5 PREFERENCES

4.5.1 RECIPROCAL PREFERENCE

For bid calculation purposes per OAR 125-246-0310, DAS-PS shall add the percent increase to each out-of-state Bidder’s Bid price that is equal to the percent preference given to the respective bidder’s in-state preference.

4.5.2 TIEBREAKERS

Oregon Supplies: If DAS-PS receives Bids identical in price, fitness, availability and quality and chooses to award a Price Agreement, DAS-PS shall award the Price Agreement in accordance with the procedures outlined in OAR 125-246-0300.

4.6 METHOD OF AWARD

4.6.1 GENERAL AWARD

DAS-PS intends to award multiple Price Agreements to those Responsible Bidders submitting the most favorable pricing for the Goods identified in Attachment D.

4.6.2 MULTIPLE AWARDS

In the event multiple Price Agreements are awarded, State Agencies will use one of the following methods to select which Price Agreement to use:

1. Lowest Cost. Authorized Purchasers may issue Purchase Orders to the Bidder who provided the lowest cost, regardless of manufacturer; or

2. Best Value Analysis. Authorized Purchaser, on an annual basis (beginning upon the Effective Date of the Price Agreement and then on each anniversary date thereafter) may make a selection to be effective for the entire contract year period as follows:

a. Authorized Purchaser may create its own list of items within the scope of the agreements

b. Authorized Purchaser may then define the criteria most important to it in the selection of a provider, such as price, functionality, accounting/invoicing issues, use, availability, past performance

c. Authorized Purchaser shall request quotes from each of the Price Agreement awardees for the upcoming contract year term

d. Authorized Purchaser shall then evaluate and determine which Price Agreement should be utilized.

Authorized Purchaser shall document its selection process in its procurement file.

INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

After a final selection is made, DAS-PS will publish a notice of Intent to Award on OregonBuys.

5.2 INTENT TO AWARD PROTEST

An Affected Bidder shall have 7 calendar days from the date of the published Intent to Award notice to file a Written protest.

Affected Bidder means the Bidder would be eligible for a Price Agreement award in the event the protest is successful for one or more of the following reasons as specified in ORS 279B.410:

• All lower Bids are non-Responsive.

• DAS-PS has failed to conduct an evaluation of Bids in accordance with the criteria or process described in the ITB.

• DAS-PS abused its discretion in rejecting the protestor’s Bid as non-Responsive.

• DAS-PS’s evaluation of Bid or determination of award otherwise violates ORS Chapter 279A or ORS Chapter 279B.

In the event only one Bid meets all the requirements for an award, DAS-PS reserves the right to dispense with the evaluation process and Intent to Award protest period and proceed with Price Agreement award.

5.2.1 PROTESTS MUST:

• Be delivered to the SPC via email

• Reference the OregonBuys Solicitation number

• Include Bidder’s name and contact information

• Be signed by an authorized representative

• Specify the grounds for the protest

• Be received within 7 calendar days of the Intent to Award notice

5.2.2 RESPONSE TO PROTEST

DAS-PS will address all timely submitted protests within a reasonable time and will issue a Written decision to the respective Bidder. Protests that do not include the required information may not be considered by

DAS-PS.

5.3 PAY EQUITY CERTIFICATION

If selected for award, Bidder shall submit to DAS PS a true and correct copy of an unexpired Pay Equity Compliance Certificate issued to the Bidder by the Oregon Department of Administrative Services. For more information on Pay Equity Certification, visit https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx

ORS 279B.110(2)(f) requires that Bidder provide this prior to execution of the Price Agreement.

As required by ORS 279B.235, Contractor shall comply with ORS 652.220 and shall not discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based on an employee’s membership in a protected class.

Contractor must comply with ORS 652.220 as amended and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this Price Agreement and a failure to comply constitutes a breach that entitles DAS PS to terminate this Price Agreement for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

5.4 NONDISCRIMINATION IN EMPLOYMENT

As a condition for receiving an award of a Price Agreement under this ITB, Bidder must certify, in https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx accordance with ORS 279A.112, it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy which both prohibits, and prescribes disciplinary measures for, conduct constituting sexual harassment, sexual assault, or unlawful discrimination.

5.5 OTHER REQUIRED INFORMATION

5.5.1 INSURANCE

If awarded a Price Agreement, Bidder must provide proof of current insurance as required in this ITB.

Insurance requirements are found in Exhibit B of Attachment A.

PRICE AGREEMENT EXECUTION

After submission of the required information and insurances identified in the ITB by the awardee and obtaining all requisite approvals required, DAS PS will proceed with final award. The Price Agreement attached hereto as Attachment A is not negotiable.

Contractor shall not commence work or deliver any goods or services until the Price Agreement has been fully executed.

ADDITIONAL INFORMATION

7.2 GOVERNMENT BODIES

Under ORS Chapter 190, DAS-PS may enter into an agreement with another government body for the Goods or Services that are the subject of this ITB. Intergovernmental agreements are not subject to the Public Contracting Code. If DAS-PS receives an Offer from a government body, DAS-PS will initially review the Offer according to the same criteria set forth in this ITB. DAS-PS, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof and cancel this ITB if it would be in the public interest as determined by DAS-PS.

7.3 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this ITB become the property of DAS-PS. The submission of a Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Price Agreement, or as otherwise needed to administer the ITB process, and to fulfill obligations under Oregon Public Records Laws. Bids, including supporting materials, will not be returned to Bidder unless DAS-PS cancels this ITB prior to the OregonBuys Bid Opening Date identified in Section 1.3.

7.4 COST OF BIDDING

Bidders must pay all costs associated with the submission of a bid including, but not limited to, preparation, samples and any supporting materials or demonstrations, if required by this ITB.

7.5 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

Pursuant to ORS 279B.100, DAS-PS may reject any or all Bids in whole or in part and may cancel this ITB at any time when the rejection or cancellation is in the best interest of the State. DAS-PS, the State, their officers, employees and agents are not liable to any Bidder for any loss or expense caused by, or resulting from, the delay, suspension, or cancellation of this ITB or rejection of any or all Bids. Unless DAS-PS cancels this ITB prior to the Bid Opening Date all Bids will become part of the public record without obligation to DAS-PS.

7.6 CONFIDENTIAL OR PROPRIETARY INFORMATION

Following award of Price Agreement, responses to this ITB are subject to public information requests unless the response or specific information contained therein is identified as exempt from public disclosure. Bidder is advised to consult with legal counsel regarding disclosure issues.

If Bidder believes any portion of its Bid contains information considered a trade secret under ORS Chapter 192.345(2), or otherwise is exempt from disclosure under the Oregon Public Records Law, ORS 192.311 through 192.478, each page containing such information must include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192, and is not to be disclosed except in accordance with the Oregon Public Records Law, ORS 192.311 through 192.478.”

Identifying the bid in whole as exempt from disclosure is not acceptable. Cost information submitted in response to an ITB is generally not considered a trade secret under Oregon public records law. If bidder fails to identify the portions of the bid which bidder claims are exempt from disclosure, bidder is deemed to have waived any future claim of non-disclosure of that information.

7.7 RECYCLED PRODUCTS

Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract services or work set forth in this document and the subsequent Price Agreement. (ORS 279B.055(2)(f), ORS279B.225, and ORS279B.270-279B.280).

Attachment A

State of Oregon

Price Agreement

WITH

[Contractor]

This Price Agreement (“Agreement’) is between the State of Oregon (“State”), acting by and through its Department of Administrative Services Procurement Services (“DAS PS”) and [Awardee], a [State] Corporation (“Contractor”).

Section 1 –Agreement

1.1 Parties

The only parties to this Agreement are Contractor and DAS PS.

Authorized Purchasers may purchase goods and related services specified in Exhibit D (“Goods”) by issuing ordering instruments that create and become part of separate contracts (“Contracts”). The only parties to Contracts created by ordering instruments are the applicable Authorized Purchaser and Contractor. DAS PS is an intended beneficiary of each Contract created by an ordering instrument.

As used in this Agreement, “Authorized Purchaser” means:

State agencies of Oregon, Oregon Cooperative Procurement Program (“ORCPP”) participants and authorized members to the State of Washington Master Contracts Usage Agreement (MCUA).

Ordering Instrument

Authorized Purchasers may order Goods during the Term of this Agreement using an ordering instrument:

a) Authorized Purchasers who are agencies of the State of Oregon under DAS procurement authority may issue ordering instruments under this Price Agreement for any dollar amount without further delegation of procurement authority from DAS. Notwithstanding the foregoing DAS delegation, Authorized Purchasers who are agencies of the State of Oregon must obtain all other necessary approvals, including but not limited to legal sufficiency approval as required.

b) Authorized Purchasers that are agencies of the State of Oregon may use either of the following as ordering instruments: i) the DAS PS-approved purchase order form. Exhibit A is a sample DAS PS-approved purchase order form; or ii) an electronic ordering method when the Authorized Purchaser is using a Small Purchase Order Transaction System (SPOTS) card. Unless expressly authorized by DAS PS in writing, Contractor shall not accept a different type of ordering instrument from a State agency.

c) Authorized Purchasers that are not agencies of the State of Oregon may use their own purchase order forms as ordering instruments.

d) To be effective, the ordering instrument must specify all of the following:

i) Language stating the ordering instrument is submitted under this Agreement (and include the Agreement reference number from the Agreement coversheet).

ii) The specific Goods and quantity of each item ordered.

iii) The net price.

iv) The requested delivery schedule.

v) The delivery location(s).

vi) The invoicing address.

vii) The Authorized Purchaser’s authorized representative and relevant contact information, including an e-mail address or fax number.

1.1.1 A Contract created by an ordering instrument consists only of the terms specified or required by this Agreement. Additional, different or conflicting terms and conditions in any purchase order or any other form of either an Authorized Purchaser or the Contractor may not vary the terms of a Contract. Additional, different or conflicting terms and conditions on a purchase order or other form are of no effect.

1.1.2 Contractor shall accept ordering instruments from Authorized Purchasers that comply with the provisions of this Agreement until this Agreement terminates.

1.1.3 An ordering instrument is deemed accepted by Contractor unless Contractor rejects an ordering instrument within three (3) business days after it is received. Contractor may reject an ordering instrument: i) using the same means as were used to deliver the ordering instrument, or ii) by e-mail if the email address is evident on the ordering instrument.

Contractor shall specify the reason(s) for rejection.

1.1.4 Accepted ordering instruments establish separate Contracts between the Authorized Purchaser and Contractor and include the terms set forth in Sections 2 and 3. As used in the Contracts, “Price Agreement” means this Agreement.

1.1.5 DAS PS is not obligated or liable under an ordering instrument unless DAS PS is purchasing

Goods as the Authorized Purchaser.

1.1.6 Nothing in this Agreement obligates any Authorized Purchaser to place any ordering instrument or to purchase any Goods.

1.1.7 Contractor shall reject an ordering instrument from any entity that is not an Authorized

Purchaser under this Agreement. Contractor may verify ORCPP and MCUA participants through the following links: https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx https://www.oregon.gov/das/Procurement/Pages/Orcppmember.aspx https://apps.des.wa.gov/DESContracts/Home/MCUAListing

1.1.8 Contractor shall reject an ordering instrument not meeting the requirements of this Agreement.

1.2 Prices

1.2.1 Except as provided in this Section, during the Term of this Agreement, Contractor shall offer Goods and related Services to Authorized Purchasers at prices not exceeding the prices listed in Exhibit D.

1.2.2 Contractor and an Authorized Purchaser may agree to lower prices for Goods. Those lower prices apply only to applicable Contracts between Contractor and Authorized Purchaser.

1.2.3 Contractor shall subtract from percentages or prices charged to Authorized Purchasers any unit price decrease that has been achieved or gained by the Contractor, whether through the manufacturer or otherwise. Contractor shall give Authorized Purchasers the immediate benefit of the decrease. Contractor shall promptly notify the DAS-PS Contract Administrator (“Contract Administrator”) of the amount and effective date of the decrease.

1.2.4 Either party to this Agreement may request a price adjustment, or an adjustment to the discount percentage, for some or all of the Goods, subject to Section 1.2.5 below.

1.2.5 Contractor may request unit price increases from DAS PS following the first year of the term of the Contract, but no more than once in any 12-month period. Contractor must submit a request to the Contract Administrator in writing at least 60 days before the proposed effective date of the increase, or at such other time as specified by the Contract Administrator for submittal of the request. The request must show all proposed increases by line item and include supporting documentation acceptable to DAS PS. DAS PS may require Contractor to provide U.S. Bureau of Labor Statistics Producer Price Index or Consumer Price Index data, published MSRP or any other relevant manufacturer or industry data substantiating the increase.

1.2.6 Discontinued Goods may be subtracted and new Goods meeting or exceeding the ITB specifications may be added throughout the term of this Agreement. Goods may be adjusted upon both parties’ approval in writing, without a signed amendment to this Agreement. All adjustments will be included on a revised Exhibit D.

1.3 Contractor Reporting and Payment Requirements

Contractor will be required to submit Volume Sales Reports and Vendor Collected Administrative Fees.

1.3.1. Volume Sales Reports

i. Pursuant to the process defined by DAS PS found at:

https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx, Contractor shall submit a Volume Sales Report (“VSR”) to DAS PS on a quarterly basis; the quarterly report is due no later than thirty (30) calendar days from the end of the applicable quarter. (For purposes of this Agreement, quarters end March 31, June 30, September 30 and December 31.) Contractor is responsible for timely reporting and shall submit a https://apps.des.wa.gov/DESContracts/Home/MCUAListing https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx

VSR whether or not there are sales. When no sales have been recorded for the reporting period, a report must be submitted stating “No Sales for the Reporting Period”.

1.3.2. Vendor Collected Administrative Fee

i. Pursuant to the process defined by DAS PS and published at https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx, Contractor shall submit a Vendor Collected Administrative Fee (“VCAF”), as directed by DAS PS. The VCAF is a charge equal to two percent (2%) of Contractor’s gross total sales, less any credits, made to Authorized Purchasers during the reporting period.

1.4 Term of Agreement

1.4.1 The initial term of this Agreement begins on the date this Agreement has been signed by DAS PS and Contractor and all required approvals have been obtained (the “Effective Date”) and expires four (4) years after the Effective Date unless sooner terminated or extended as provided in this Agreement. DAS PS has the option to extend this Agreement for up to three more additional, 2-year term extension, provided the initial term, together with all extensions, does not exceed ten (10) years. DAS PS may exercise these options to extend by giving Contractor written notice no later than 30 calendar days before the expiration of the then current term. The initial term, together with all extension terms are collectively referred to herein as the “Term” of this Agreement.

1.4.2 Notwithstanding the foregoing, DAS PS reserves the right in its sole discretion to extend the

Agreement for a maximum of one (1) calendar month beyond the end of any term. DAS PS shall notify Contractor in writing of the one (1) month extension. Consecutive one (1) month extensions obtained under this Section 1.4 are not allowed.

1.4.3 After termination or expiration of this Agreement, Contractor shall not accept new ordering instruments.

1.4.4 Termination of this Agreement also terminates “blanket” ordering instruments in which the

Contractor is not required to deliver specific quantities of Goods at specific times. The intent of this paragraph is to terminate what is commonly known as blanket purchase orders (orders that may contain details of the Goods, but under which actual sales of Goods are made by periodic releases that specify a date for delivery of specific Goods).

1.4.5 Termination of this Agreement does not terminate any right or obligation of a party to a

Contract that is based on an ordering instrument that was accepted before termination of this Agreement, for non-recurring deliveries of Goods.

1.4.6 DAS PS may, in its sole discretion, terminate this Agreement upon 30 calendar days’ written notice to Contractor for any or no reason.

1.5 Insurance

Contractor shall maintain valid insurance specified in Exhibit B until all Contracts issued are completed or the Price Agreement is terminated.

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

1.6 Miscellaneous

1.6.1 Choice of Law. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

1.6.2 Designation of Forum and Consent to Jurisdiction. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County. Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.

1.6.3 Amendments. Unless otherwise defined in this Agreement, no amendment of this Agreement is valid unless it is in writing and signed by the parties.

1.6.4 Transfer. Contractor shall not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without first obtaining the written consent of DAS PS. DAS PS’ consent to any subcontract (or other delegation of duties) does not relieve Contractor of any of its duties or obligations under this Agreement. This Agreement is binding upon and inures to the benefit of each of the parties, and, except as otherwise provided, their permitted legal successors and assigns.

1.6.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which is an original, and all of which together are deemed one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.

1.6.6 Force Majeure. Neither party is responsible for delay or default caused by an unallocated risk such as fire, riot, and acts of God or war, or by any other cause not within the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. DAS PS may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of this Agreement within an acceptable time period. In the event of any such delay, Contractor’s obligations are suspended to the extent of and for the duration of such causes. However, Contractor shall take all good faith efforts to eliminate the cause of any such delay, and upon the cessation of such cause, shall resume performance of Contractor’s obligations with all reasonable diligence. DAS PS, in its sole discretion, may extend the period for performance under this Agreement to enable Contractor, once such causes have been removed, to fulfill its obligations hereunder.

1.6.7 Entire Agreement. This Agreement, together with the attached exhibits, constitutes the entire agreement between the parties and merges all prior and contemporaneous communications with respect to the subject matter.

1.6.8 Notices. Except as otherwise expressly provided in this Price Agreement, any communications between the parties, or notices to be given under this Price Agreement, are effective only if given in writing or by personal delivery, email or United States Postal Service, postage prepaid, to the Contract Administrator for Contractor or DAS-PS, as applicable, or to such other addresses or numbers as either party may later indicate pursuant to this Section. Any communication or notice via the United States Postal Service is deemed given five (5) days after mailing. Any communication or notice by personal delivery is deemed given immediately upon such delivery. Any communication or notice by email is deemed given when the recipient, by an email sent to the email address for the sender or by a notice given by another method in accordance with this Section, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Section.

1.6.9 No Third-Party Beneficiaries. DAS PS and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or will be construed to give or provide, any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

1.6.10 Waiver. The failure of DAS PS to enforce any provision of this Agreement or the waiver of any violation or nonperformance of this Agreement in one instance does not constitute a waiver by DAS PS of that or any other provision nor is it a waiver of any subsequent violation or nonperformance. Such a failure to enforce waiver, if made, is effective only in the specific instance and for the specific purpose given.

1.6.11 Certification of Compliance with Tax Laws. Contractor has complied with the tax laws of this

State and all applicable tax laws of political subdivisions of this State. Contractor shall, throughout the duration of this Agreement and any Contract and any extensions thereof, comply with all tax laws of this State and all applicable tax laws of any political subdivision of this State. For the purposes of this Section, “tax laws” includes: (i) All tax laws of this State, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) 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; (iii) Any tax provisions imposed by a political subdivision of this State that applied to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Any failure to comply with the provisions of this subsection 1.7.11 constitutes a material default of this Agreement and any Contract. Any failure to comply entitles DAS PS or Authorized Purchaser to terminate this Agreement or any Contract, as applicable and to pursue and recover any and all damages that arise from the default and the termination of this Agreement or any Contract, and to pursue any or all of the remedies available under this Agreement or any Contract, at law, or in equity, including but not limited to:

• Termination of this Agreement or any Contract, as applicable, in whole or in part

• Exercise of the right of setoff, and withholding of amounts otherwise due and owing to

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

• Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. DAS PS or Authorized Purchaser may recover any and all damages suffered as the result of Contractor's default of this Agreement or any Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing replacement Goods, services and applications.

1.6.12 Recycled Products. DAS PS’ performance under this Agreement is conditioned upon

Contractor’s compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Agreement), 279B.230 and 279B.235 (if applicable to this Agreement), which are incorporated into this Agreement by reference. Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

1.6.13 Records Archiving. Contractor shall retain, maintain and keep accessible all records relevant to this Price Agreement (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following termination of this Agreement. Such period shall be further extended until the conclusion of any audit, controversy or litigation commenced during such period and arising out of or related to this Agreement or any Contract. Financial Records must be kept in accordance with Generally Accepted Accounting Principles.