ITB 9560 Construction Site Office Trailer~1.pdf

OPRD PROCUREMENT No. 9560

OREGON PARKS AND RECREATION DEPARTMENT

ISSUES THIS INVITATION TO BID

FOR THE PURCHASE OF

CONSTRUCTION SITE OFFICE TRAILER

OPRD Procurement No. 9560

OregonBuys Bid S-63400-00006728

TABLE OF CONTENTS

1. PROCUREMENT DESCRIPTION

1.1 Purpose

1.2 Specifications

1.3 Delivery Address

1.4 Additional Information

2. SOLICITATION PROCESS

2.1 Procurement Authority and Method

2.2 Definition of Terms

2.3 Procurement Schedule

2.4 Public Notice

2.5 Pre-Bid Meeting

2.6 Inquiries and Changes

2.7 Bid Requirements

2.8 Bid Opening

3. EVALUATION PROCESS

3.1 Clarification of Bids

3.2 Disqualification of Bids

3.3 Cancellation of Solicitation

3.4 Administrative Review

3.5 Method of Award

3.6 Applicable Preferences

3.7 Bidder Responsibility

4. AWARD PROCESS

4.1 Intent to Award

4.2 Contract Requirements

ATTACHMENTS:

Attachment 1 Contractual Acceptance Form Attachment 2 Pricing Proposal Form Attachment 3 Detailed Specifications Attachment 4 Standard Terms and Conditions for the Purchase of Goods

1. PROCUREMENT DESCRIPTION

1.1 PURPOSE

The Oregon Parks and Recreation Department (OPRD) is seeking bids for the purchase of one (1) Construction Site Office Trailer with the additional features and accessories listed in Attachment 3 (Detailed Specifications).

As a result of this solicitation process, OPRD intends to award one contract for the Goods described in this Solicitation Document. The awarded contract will be in the form of a standard State of Oregon purchase order.

The general provisions of the awarded contract are included in Attachment 4 (Standard Terms and Conditions for the Purchase of Goods).

1.2 SPECIFICATIONS

Detailed specifications and requirements for the Goods are described in Attachment 3 (Detailed Specifications).

1.3 DELIVERY ADDRESS

Delivery (FOB Destination) to the address below no later than June 30th, 2023. Bidder is responsible for offloading.

Delivered to:

Oregon Parks and Recreation Willamette Mission State Park 10991 Wheatland Rd. NE Gervais, OR 97304

1.4 ADDITIONAL INFORMATION

1.4.1 Tobacco Free Properties. Bidders need to be aware that Executive Order 12-13 established statewide policy that properties wholly owned or leased by the State of Oregon shall be tobacco free. If Bidder is selected for contract award, Bidder, and its employees, agents and subcontractors will be expected to comply with established smoking restrictions while performing services on State property.

2. SOLICITATION PROCESS

2.1 PROCUREMENT AUTHORITY AND METHOD

OPRD is conducting this Procurement under the authority granted in ORS 279A.050(6)(d), which gives the State Parks and Recreation Department authority to procure or supervise the procurement of all goods, services, public improvements and personal services relating to state parks in accordance with the Public Contracting Code.

OPRD is conducting this Procurement in accordance with OAR 137-047-0270, Intermediate Procurements.

2.2 DEFINITION OF TERMS

2.2.1 Capitalized terms not specifically defined in this document are defined in OAR 137-046-0110, OAR 137-047-0100, or OAR 137-047-0310.

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

https://oregonbuys.gov/bso/. Terminology specific to the OregonBuys system may be found at:

https://oregonbuys.gov/bso/view/homepage/homePage.xhtml

2.2.2 CROSSWALK OF TERMS FOR OREGONBUYS

https://oregonbuys.gov/bso/ https://oregonbuys.gov/bso/view/homepage/homePage.xhtml

Terms used in OregonBuys

Definition

Addenda “Addendum” or “Addenda”, as defined in OAR 137-046-0110(1); or any form of notice associated with the solicitation, such as intent to award, cancellation, etc., as set forth in the Addenda.

Bid Opening Date

“Closing” as defined in OAR 137-046-0110(5). 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 137-046-0110(21) 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 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.

2.3 PROCUREMENT SCHEDULE

The anticipated procurement schedule is listed below. All dates are estimates and all times are Pacific Time. OPRD may modify the schedule at its sole discretion.

Solicitation Issued/Posted on OregonBuys…………………………………April 27th, 2023

Deadline for Inquiries (Requests for Clarification)……………………..May 5th at 2:00 PM

Closing/Bids Due/Opening…………………………………………………………May 8th, at 2:00 PM

Contract Awarded……………………………………………………………………..May 10th

2.4 PUBLIC NOTICE

This Solicitation Document, including all Addendums and attachments, are published in the OregonBuys e-procurement system. Solicitation documents will not be mailed to prospective Bidders.

2.5 PRE-BID MEETING

There is no pre-Bid meeting scheduled for this solicitation.

2.6 INQUIRIES AND CHANGES

2.6.1 Single Point of Contact. Bidders shall address ALL INQUIRIES related to this Solicitation to the individual identified below by any of the following methods:

NAME Bryant Hayes, Contracts Coordinator EMAIL: bryant.hayes@oprd.oregon.gov

PHONE: 503-779-5566

MAIL: OREGON PARKS AND RECREATION DEPARTMENT

725 SUMMER STREET NE, SUITE C, SALEM OR 97301

2.6.2 Requests for Clarification. A prospective Bidder may request clarification of any provision contained in this Solicitation Document. Any request for clarification must:

• Be submitted via Email to the Single Point of Contact; and

• Be received by the deadline for inquiries designated in section 2.3 Procurement Schedule, or as changed by Addenda.

At its sole discretion, OPRD will respond to such requests received by direct response to the requestor, by issuing clarification(s) in the form of Questions and Answers posted on OregonBuys, or by issuing changes in the form of Addenda posted on OregonBuys. OPRD’s clarification to a Bidder’s request does not change this Solicitation Document and is not binding on OPRD unless the Solicitation Document is amended by Addendum in accordance with section 2.6.4 below.

2.6.4 Changes to Solicitation Document. Changes to the Solicitation Document will be made only by Addenda issued by OPRD and posted on OregonBuys.

2.7 BID REQUIREMENTS

2.7.1 Bid Format. Bids must be submitted on the forms and in the format required by this Solicitation Document. Any specific forms required for Bid submittal are included as attachments to this Solicitation Document.

2.7.2 Bid Content. The Bid must be complete in all respects, including necessary signatures, certifications, documentation, and responses to any other information required by this Solicitation Document, including but not limited to the following:

A. Contractual Acceptance Form

The Bid must contain a completed Contractual Acceptance Form (Attachment 1) including an original signature of the Bidder or a representative of the Bidder who is authorized to commit the Bidder to legal contracts. The person signing the Bid shall initial any alterations or erasures in ink. By submitting its Bid, a Bidder agrees to be bound by the terms and conditions contained in this Solicitation Document. A Bidder shall not make a Bid conditional upon OPRD’s acceptance of terms or conditions that conflict with or are in addition to those contained in this Solicitation Document.

B. Pricing Proposal

The Bid must contain a completed Pricing Proposal Form (Attachment 2). All Pricing Proposals must be valid for 30 days from Closing.

C. Specifications; Minimum Requirements

The Bid must comply with all specifications and/or minimum requirements described in Attachment 3 (Detailed Specifications). Bidder must attach detailed specifications of the item bid.

2.7.3 Bid Submission. Bidder is solely responsible for ensuring its Bid is submitted via OregonBuys e-procurement system and is received in accordance with the solicitation requirements before Opening. OPRD is not responsible for any transmission errors, delays or mistaken delivery of email.

2.7.3.1 OregonBuys Electronic Submission. OPRD will accept only those Bids submitted via the OregonBuys-e procurement system. All Bidders or 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 upper right corner of the OregonBuys website: https://oregonbuys.gov/bso. For registration assistance see vendor registration guidance.

• Vendors are responsible for ensuring their vendor registration and general business information is current and correct in OregonBuys. OPRD will not be responsible for defective registration or incorrect vendor information.

In addition to the provisions set forth and linked within this ITB, this ITB incorporates by this reference the information published or linked on the OregonBuys “Bid Solicitation” page for this ITB, including but not limited to:

• Details entered in the Header Information section;

• All ITB Attachments, Addendums and notices, question and answer documents, and any other files linked in the “File Attachments” and “Form Attachments” subsections; and

• Any information entered in the “Questions” and “Item Information” sections.

Bidder should select the “Confidential” checkbox in OregonBuys, when uploading any files required in response to this ITB.

2.7.4 Bid Modification. Any Bidder that wishes to make modifications to a Bid already submitted in OregonBuys, shall submit its modification before the Bid Opening Date and time specified in OregonBuys for this ITB. Bidder must note the specific change(s) to the Bid submission. Modifications made after Bid submission must be uploaded to OregonBuys after deleting prior submittal items, using the “Withdraw Quote” button.

2.7.5 Bid Withdrawal. If a Bidder wishes to withdraw a submitted Bid, Bidder shall do so prior to Opening Date and time specified in OregonBuys for this ITB. Bidder also must use the “Withdraw Quote” button in OregonBuys to withdraw the Bid.

2.7.6 Bid Costs. All costs associated with preparation, submission, modification and withdrawal of a Bid are the sole responsibility of the Bidder and will not be borne by OPRD.

2.7.7 Public Records; Trade Secrets. This Solicitation Document and one copy of each original Bid received in response to it will be kept by OPRD and made a part of a file or record which shall be open to public inspection. If a Bidder believes that its Bid contains any information that is considered a trade secret under ORS 192.501(2) or otherwise exempt from disclosure under the Oregon Public Records Law, ORS 192.410 through 192.505, each sheet of such information must be marked as follows:

“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

192.410 through 192.505.”

Bidders are cautioned that cost information submitted in response to a Solicitation is generally not considered a trade secret under the Oregon Public Records Law. Further, information submitted by a Bidder that is already in the public domain is not protected as a trade secret. Go to:

https://www.oregonlegislature.gov/bills_laws/ors/ors192.html for the definition of trade secret and information on what is exempt from disclosure.

https://oregonbuys.gov/bso https://www.oregonlegislature.gov/bills_laws/ors/ors192.html

OPRD will not be liable for disclosure or release of any information when authorized or required by law or court order to do so. OPRD shall also be immune from liability for disclosure or release of information under the circumstances set out in ORS 646.473(3).

2.8 BID OPENING

Bids and all required submittal items must be received by the SPC in OregonBuys on or before the Bid Opening. All Bid modification or withdrawals must be completed prior to Opening. Bids received after Opening will be considered LATE and will NOT be accepted for evaluation.

There will be no public Bid Opening. Bids will be opened by the SPC at the Closing date and time designated in section 2.3 Procurement Schedule or as changed by Addendum. Bids received will not be available for inspection until after the evaluation process has been completed and the Notice Award is issued. However, OPRD will record and make available the identity of all Bidders after Opening.

3. EVALUATION PROCESS

Bids received prior to Closing will be evaluated in accordance with the evaluation process described below, OAR 137-047-0270, and any other applicable rules and statutes.

3.1 CLARIFICATION OF BIDS

During the evaluation process, OPRD may request clarification from any Bidder regarding any portion of their Bid.

Bidders should remain available during the evaluation period to respond to any such requests for clarification.

Bidders should respond to requests for Bid clarification in the format and timeframe required by OPRD. If OPRD is unable to contact or receive a requested clarification from a Bidder, that Bidder’s Bid may be rejected according to OPRD’s interpretation of the Bid without clarification.

3.2 DISQUALIFICATION OF BIDS

Any attempt by a Bidder to improperly influence the evaluation process will result in the disqualification of that Bidder’s Bid from consideration.

3.3 CANCELLATION OF SOLICITATION

Any time during the Solicitation Process, OPRD may cancel this Solicitation or reject any and all Bids in accordance with ORS 279B.100.

3.4 ADMINISTRATIVE REVIEW

Bids will be evaluated for compliance with the Bid requirements identified in section 2.7. Bids deemed nonresponsive will be rejected. Bids deemed Responsive will be further evaluated as described below.

3.5 METHOD OF AWARD

Only Responsive Bids will be considered for award. In accordance ORS 279B.070(4), if a contract is awarded, OPRD shall award the contract to the Bidder whose Bid will best serve the interests of OPRD, considering price as well as other considerations including, but not limited to, delivery timeline, product functionality, and contractor responsibility.

3.6 APPLICABLE PREFERENCES

In accordance with ORS 279A.120 and 125, OPRD must:

(a) Give preference to goods or services that have been manufactured or produced in Oregon if price, fitness, availability and quality are otherwise equal,

(b) Add a percent increase to the Bid of a nonresident Bidder equal to the percent, if any, of the preference given to the Bidder in the state in which the Bidder resides, and

(c) Give preference to the procurement of goods manufactured from recycled materials.

For purposes of applying (a) and (b) above, Bidder must identify on the Contractual Acceptance Form (Attachment

1) whether Bidder is a “Resident Bidder” as defined in ORS 279A120(1)(a).

3.7 BIDDER RESPONSIBILITY

In accordance ORS 279B.110, OPRD may contact any references (whether or not provided by Bidder) and request any additional information deemed necessary to determine the Responsibility of the Bidder to provide the Goods or Services.

4. AWARD PROCESS

4.1 INTENT TO AWARD

OPRD will notify all Bidders via Notice on OregonBuys of the selected Bidder. This announcement will serve as notice to all Bidders that OPRD intends to award a contract to the selected Bidder subject to the successful negotiation of any negotiable provisions.

4.2 CONTRACT REQUIREMENTS

4.2.1 Contract Form. The Bid is an offer to enter into a contract that, if accepted for award, binds the Bidder to a contract and the terms and conditions contained in this Solicitation Document.

The form of contract will be a standard State of Oregon Purchase Order that incorporates the terms and conditions contained in Attachment 4 (Standard Terms and Conditions for the Purchase of Goods).

A Bidder shall not make a Bid contingent upon OPRD’s acceptance of terms or conditions that conflict with or are in addition to those contained in this Solicitation Document. The process for requesting changes to the Contract terms and conditions is described in section 2.6 of this Solicitation Document.

4.2.2 Recyclable Products. Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document.

4.2.3 Insurance. If Bidder will be shipping the Goods on their own truck/vehicle, the selected Bidder shall provide to OPRD certificates and additional insured endorsements for the automobile liability insurance required in attachment 4 section 13.B.

ATTACHMENT 1

CONTRACTUAL ACCEPTANCE FORM

BIDDER SHALL PROVIDE ALL APPLICABLE INFORMATION REQUESTED BELOW

THIS ATTACHMENT MUST BE COMPLETED AND RETURNED WITH BID

BIDDER’S LEGAL NAME: (TAX FILING) __________________________________________________________

BIDDER’S MAILING ADDRESS: ________________________________________________________________

BIDDER’S BUSINESS DESIGNATION: (CHECK ONE)

Partnership Limited Partnership Limited Liability Partnership

Corporation Professional Corporation Limited Liability Company

Sole Proprietorship Other: ____________________________________________

BIDDER’S FEDERAL TAX ID NUMBER: (NOT SOCIAL SECURITY NUMBER) _________________________

Tax information is requested pursuant to ORS 305.385 and will be used for the administration of state, federal and local tax laws. OPRD may report the information provided to the Internal Revenue Service (IRS) under the name and taxpayer identification number provided.

BIDDER’S OREGON BUSINESS REGISTRATION NUMBER: _________________________________

(OREGON SECRETARY OF STATE, CORPORATIONS DIVISION)

Go to http://www.filinginoregon.com/ for information on how to register to do business in Oregon.

BIDDER IS A RESIDENT BIDDER: YES NO

ORS 279A.120(1)(b): “Resident bidder” means a bidder that has paid unemployment taxes or income taxes in Oregon during the 12 calendar months immediately preceding submission of the bid, has a business address in Oregon and has stated in the bid whether the bidder is a “resident bidder” under this paragraph.

BIDDER IS AN OREGON CERTIFIED FIRM: (CHECK ALL THAT APPLY)

Minority Business Enterprise (MBE) Emerging Small Business (ESB)

Women Business Enterprise (WBE) Disadvantaged Business Enterprise (DBE)

Go to http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/ for information on the OMWESB certification program.

BIDDER’S CONTACT INFORMATION:

AUTHORIZED REPRESENTATIVE TITLE

PHONE FAX EMAIL

THE INDIVIDUAL SIGNING ON BEHALF OF BIDDER HEREBY ACKNOWLEDGES AND CERTIFIES THAT:

• He/she is authorized to act on behalf of Bidder,

• The supplied Contractor data is true and accurate,

• To the best of his/her knowledge, Bidder is not in violation of any Oregon tax laws, For the purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of

Revenue under ORS 305.620. [ORS 305.380(4)]

• Bidder has completely read and understands the provisions of the Solicitation, including any Addenda issued,

• The Bid was prepared independently from all other Bidders, and without collusion, fraud, or other dishonesty, http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/

• Bidder has not discriminated and will not discriminate, in violation of ORS 279A.110(1), against any minority, women or emerging small business enterprise certified under ORS 200.055 or a business that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontract,

• Bidder accepts and agrees to be bound by all the terms and conditions of the Contract awarded,

• Bidder agrees to provide all Goods and Services required to be provided under the Contract,

• Bidder has the available resources, including staffing, to perform the Services in a reasonable timeframe to pursue OPRD’s objectives, and

• By submitting a response to this Solicitation, Bidder grants the State of Oregon a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license for the rights to copy, distribute, display, prepare derivative works of and transmit the response for the purpose of conducting this procurement and to fulfill obligations under Oregon Public Records Laws.

SIGNATURE OF BIDDER’S AUTHORIZED REPRESENTATIVE DATE

ATTACHMENT 2

PRICING PROPOSAL FORM

THIS ATTACHMENT MUST BE COMPLETED AND RETURNED WITH BID

PRICING REQUIREMENTS

• Bidder MUST provide unit pricing for ALL items listed below.

• Delivery (FOB Destination) to the address below NO LATER than June 30th. Bidder is responsible for offloading.

Oregon Parks and Recreation Willamette Mission State Park 10991 Wheatland Rd. NE Gervais, OR 97026

• Bidder is responsible for offloading unless Bidder specifies otherwise under item 2 below.

• If Bid is for an equivalent brand, Bidder MUST provide description and attach detailed specifications of item bid.

• The estimated quantities listed below are not a guarantee of purchase. If a contract is awarded, OPRD may request more or fewer quantities of the items described below. The unit pricing will apply to any resulting purchase.

• OPRD reserves the right to award all, part, or none of the bid items, whichever is in the best interest of the State.

• All pricing must be valid for 30 days from closing date indicated in section 2.3 Procurement Schedule.

Item Quantity Description

1. 1

Construction Site Office Trailer per the specifications contained in the Solicitation

Documents, Attachment 3 (Detailed

Specifications).

Total Price:

2.

Delivery to:

Willamette Mission State Park 10991 Wheatland Rd. NE Gervais, OR 97026

Delivery Date:

Total: $_________________

ATTACHMENT 3

DETAILED SPECIFICATIONS

One (1) New or Used Construction Site Office Trailer. Trailer to be delivered already built and then, leveled and set to Code.

Per the following specifications:

A. DIMENSIONS

➢ 10’ Wide x 40’ Long

➢ 7’ 6” to 8’ Ceiling Height

➢ Built to the Oregon State Commercial Building Code

B. EXTERIOR

➢ Exterior Wood Siding (grey/green preferred if no additional cost)

➢ I-Beam Frame

➢ Standard Drip Rail Gutters

C. INTERIOR

➢ Paneled or Vinyl Wrap Gypsum Interior Walls

➢ Commercial Grade Carpet (grey color preferred if no additional cost)

➢ Acoustical Sound Dampening Ceiling Tiles

D. ELECTRICAL

➢ Fluorescent or LED Ceiling Lights

➢ Electrical Outlets (minimum of 4 per room)

➢ Light Switches

➢ Load Center/Breaker Panel Box; 220/240 Volt, 125 Amp Breaker

E. HEATING & COOLING SYSTEM

➢ Ducted Heating/Cooling Combination Unit

➢ Programmable Thermostats

F. WINDOWS & DOORS

➢ Horizontal Sliding Windows (minimum of 2 per room)

➢ Steel Exterior Door w/ Standard Deadbolt Lock

G. WARRANTY

➢ Must Cover both Structure and Trailer

Note: Used Units included in a Bid must meet all specifications and be in good condition that is acceptable to

OPRD. OPRD may request additional information for any Bids containing used units. In the case that a used unit is Awarded the Contract, OPRD reserves the right to reject the used unit upon delivery, if the delivered unit is not in good condition, as determined by OPRD.

ATTACHMENT 4

STATE OF OREGON

STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

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

2. INSPECTIONS: Agency may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If

Contractor does not cure any defects within a reasonable time, Agency may reject the Goods and cancel the PO in whole or in part. This paragraph does not affect or limit Agency's rights, including its rights under the Uniform Commercial Code, ORS chapter

72 (UCC).

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

4. STATE PAYMENT OF CONTRACTOR CLAIMS: If Contractor does not pay promptly any claim that is due for Goods or Services furnished to the Contractor by any subcontractor in connection with this PO, the State may pay such claim and charge that payment against any payment due to the Contractor under this PO. The State’s payment of a claim does not relieve the

Contractor or its surety, if any, from their obligations for any unpaid claims.

5. WARRANTIES: Contractor represents and warrants that the Goods are new, current, and fully warranted by the manufacturer.

Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture. All UCC implied and expressed warranties are incorporated in this PO. Contractor shall transfer all warranties to the State.

6. TERMINATION: (i) The parties may terminate this PO by mutual agreement. (ii) Agency may terminate this PO at any time with written notice to Contractor. Upon receipt of the written notice, Contractor shall stop performance, and Agency shall pay

Contractor for Goods delivered and accepted. (iii) Agency may terminate this PO at any time if Agency fails to receive funding, appropriations, or other expenditure authority. (iv) If Contractor breaches any PO provision or is declared insolvent, Agency may terminate this PO for cause with written notice to Contractor, and Contractor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC.

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

8. GOVERNING LAW, JURISDICTION, VENUE: This PO is governed by Oregon law, without resort to any other jurisdiction's laws. Any claim, action, suit, or proceeding between the State and the Contractor that relates to this PO (Claim) must be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it must be heard exclusively in the US District Court for the District of Oregon. Contractor consents to the in personam jurisdiction of these courts. Neither this Section nor any other provision of this PO is a waiver by the State of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court.

9. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond its reasonable control. Agency may terminate this PO without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of this PO.

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

11. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this PO according to GAAP and any other records relating to Contractor’s performance (“Records”) for six (6) years from termination or as otherwise required. Contractor shall grant the State and its agencies, the Secretary of State Audits Division, the federal government, and their duly authorized representatives access to the Records, including reviewing, auditing, copying, and making transcripts.

12. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders, and ordinances, as amended (Rules), including: (i) Titles VI and VII of Civil Rights Act of 1964; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) Executive Order 11246; (v) The Age

Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; (vi) The Vietnam Era Veterans’ Readjustment

Assistance Act of 1974; (vii) ORS Chapter 659; (viii) ORS 279B.020, , and 279B.270; (ix) all other applicable requirements of federal and state civil rights and rehabilitation statues, rules and regulations; (x) all federal and state laws governing the handling, processing, packaging, storage, labeling, and delivery of food products; and (xi) all regulations and administrative rules established pursuant to the foregoing laws. Agency’s performance is conditioned upon Contractor’s compliance with, 279B.220, 279B.225, 279B.230, and 279B.235, as applicable. All applicable Rules are incorporated by reference in this PO.

13. INSURANCE

A. WORKERS' COMPENSATION: Contractor shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless exempt under ORS 656.126(2). Contractor shall ensure that its Subcontractors, if any, comply with these requirements.

B. AUTOMOBILE LIABILITY: If Contractor will be shipping the Goods on their own truck/vehicle, Contractor shall obtain, at

Contractor’s expense, and keep in effect during the term of this Contract, Automobile Liability Insurance covering

Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $2,000,000 for bodily injury and property damage. This coverage may be written in combination with the

Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability).

14. SAFETY AND HEALTH REQUIREMENTS: Contractor represents and warrants that the Goods comply with all federal and Oregon safety and health requirements.

15. MATERIAL SAFETY DATA SHEET: Contractor shall provide Agency with a Material Safety Data Sheet for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use (OAR 437- 002-0360 and 29 CFR

1910.1020). Contractor shall label, tag or mark such Goods.

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

17. AMENDMENTS: All amendments to this PO must be in writing, signed by Agency.

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

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

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

21. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury: (a) the number shown on this form is the correct

Federal Employer Identification Number; (b) it is not subject to backup withholding because (i) it is exempt from backup withholding, (ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and (c) it is not in violation of any Oregon tax laws.