RFQ S-25700-00001117.pdf

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Request for Quote

REQUEST FOR QUOTE

Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices

Agency: Department of State Police Single Point of Contact (SPC): Robert Johnson Address: 3545 Trelstad Ave SE, Salem, OR 97317 Phone: (503) 509-8236 E-mail: robert.johnson@osp.oregon.gov

DUE DATE AND TIME (OREGONBUYS OPENING DATE): Friday, November 12, 2021, 3:00 PM PST

1. Introduction:

The Oregon State Police ("OSP") is soliciting quotes to establish a six-year price agreement for the purchase of certification and non-warranty repairs of Laser Technology LIDAR speed detection devices. For purposes of evaluation, OSP estimates 50 certifications and 20 non-warranty repairs per year. Actual volume of spend is difficult to estimate at this time. The not-to-exceed limit of the price agreement will be $150,000. The volume of purchases indicated are an estimate only and may not be construed as any representation, warranty, or guarantee of the volume of Goods or Services that will be purchased by OSP.

2. Description of Services:

The selected vendor shall provide services in accordance with the attached Sample Price Agreement, especially Exhibit A, Statement of Services.

3. Questions and Requests for Clarification:

All questions and requests for clarification regarding this RFQ must be submitted in writing by e-mail or via OregonBuys Q&A feature to the SPC and must be received no later than November 10, 2021 3:00 PM Pacific Time.

4. Contractor Requirements:

• Offeror must be either 1) the manufacturer, or 2) a manufacturer authorized service center (https://www.lasertech.com/Worldwide-Certification.aspx).

5. Quote Submittal:

Quotes must be received on or before the Due Date and Time at the location identified above to be considered.

Agency, in its sole discretion, may extend the Due Date and Time. Quotes will be accepted only via OregonBuys.gov. Quotes will not be accepted after the Due Date and Time. Upload all items identified in Section 6 with your submission.

mailto:robert.johnson@osp.oregon.gov https://www.lasertech.com/Worldwide-Certification.aspx

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Request for Quote

6. Submittal Requirements:

Firms interested in providing the services outlined in this RFQ and attached Sample Price Agreement (Attachment A) should submit the following:

• Proposed pricing entered into OregonBuys.

7. Evaluation and Award:

Agency, in its sole discretion, may reject all Quotes or cancel this RFQ at any time.

Submissions will be reviewed to determine if all Submittal Requirements have been met. Those meeting the Submittal Requirements will be evaluated to determine the “Best Value” for the State. “Best Value” is based solely on Agency’s determination of what best meets its needs, taking into account price as well as the following considerations:

• experience,

• expertise,

• cost

Agency’s determination is final. Agency reserves the right to request references.

The Offeror with the most advantageous Quote will be awarded a Price Agreement in a form substantially similar to the Sample Price Agreement attached as Attachment A. Agency may negotiate contract terms and conditions with the successful Offeror. Agency may award all or a portion of the Services requested, in its sole discretion.

*** Please note: as indicated in the attached sample Price Agreement, OSP intends to bear the costs of shipping both ways to and from vendor.

*** If Offeror's standard certificate of accuracy form does not meet the needs of the Agency, Offeror agrees to modify it as needed. OSP reserves the right to request a sample certificate and negotiate any needed modifications prior to Price Agreement execution.

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

ATTACHMENT A

SAMPLE PRICE AGREEMENT

PRICE AGREEMENT NO. _____________ ("Price Agreement")

This Price Agreement is between the State of Oregon, acting by and through its Oregon State Police ("AGENCY") and _________________________________, a _____________ corporation ("Contractor").

A. AGENCY issued RFQ 257-1292-21 seeking quotes from qualified and responsible offerors to provide speed detection device repair and certification services as described in this Price Agreement.

B. Contractor responded to the RFQ offering to provide to AGENCY the Services and Goods according to the terms and conditions of this Price Agreement.

C. AGENCY has awarded Contractor this Price Agreement. AGENCY does not guarantee any purchases under this Price Agreement.

In consideration of the foregoing recitals and subject to the covenants, terms and conditions set forth below the parties agree as follows:

I. AGREEMENT

1.1. DEFINITIONS.

a. "Business Days" means 8:00 a.m. to 5:00 p.m., Pacific Time, Monday through Friday, excluding State of Oregon holidays.

b. "Contract" means the entire agreement between the Contractor and the AGENCY, comprised of this Price Agreement and a signed Ordering Instrument.

c. "Goods" means the individual items and related services that are incidental to the purchase of Services supplied under this Price Agreement.

d. "Ordering Instrument" means the purchase document that is submitted by an AGENCY to Contractor which, together with this Price Agreement, creates a Contract between Contractor and AGENCY for the purchase of the Services described in the Ordering Instrument. An Ordering Instrument may consist of, but is not limited to a Purchase Order.

e. "Price Agreement" means this written agreement between the Contractor and AGENCY under which the Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of AGENCY and with no guarantee of a minimum or maximum purchase.

f. "Services" means the Goods to be provided and the services to be performed by the Contractor in accordance with the Price Agreement.

1.2. PRICE AGREEMENT DOCUMENTS. This Price Agreement consists of the following documents, which are listed in descending order of precedence:

• this Price Agreement less all exhibits

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

• Exhibit A: Statement of Services

• Exhibit B: Prices

• Exhibit C: Insurance

Exhibits A - C are attached hereto and incorporated herein by this reference.

1.3. SERVICES AND TERM OF PRICE AGREEMENT.

a. During the term of the Price Agreement, Contractor shall provide Services and Goods of the kind identified in Exhibit A, in the quantity requested and at the time and place requested by an AGENCY.

b. The initial term of the Price Agreement is two years, beginning on the date on which the Price Agreement has been signed by all the parties and all governmental approvals necessary for execution have been obtained (“Effective Date”), unless terminated sooner in accordance with its termination provisions. The parties may extend the term of this Price Agreement not to exceed a cumulative total of six (6) years.

AGENCY shall notify Contractor in writing if the AGENCY intends to extend the Price Agreement prior to the expiration of the then current term. If Contractor consents to the extension, it shall sign and return the Amendment to AGENCY within the time period specified therein. If the Contractor does not consent, the Price Agreement shall expire according to its terms, unless earlier terminated.

1.4. PROCESS.

a. AGENCY may purchase the Services and Goods specified in Exhibit A by issuing Ordering Instruments that create and become part of separate Contracts. The only parties to Contracts created by Ordering Instruments are the applicable AGENCY and Contractor. AGENCY is an intended beneficiary of each Contract created by an ordering instrument.

b. Contractor shall only accept Ordering Instruments that:

(i) comply with the requirements of this Section 1.4;

(ii) specify the type and quantity of Services and Goods ordered;

(iii) specify a delivery schedule, if any;

(iv) specify service or delivery location;

(v) specify invoicing address;

(vi) specify AGENCY and it’s authorized representative;

(vii) specify AGENCY Purchase Order number, if any;

(viii) specify request date and time;

(ix) specify description of work;

c. Contractor shall only accept Ordering Instruments that do not vary, amend, modify, or add Price

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

Agreement provisions other than: changes to the AGENCY’s authorized representative; identification of Goods and Services offered under the terms of the Price Agreement; delivery schedules in accordance with the terms of the Price Agreement; and delivery destination and invoicing address. Each Ordering Instrument that Contractor accepts shall create a separate Contract between the parties, enforceable in accordance with the terms thereof and independent of all other such Contracts.

d. AGENCY shall use their own Ordering Instrument forms to order under the Price Agreement. The Mandatory Purchase Authorization Language set out in Section 1.4.e is required on the front page of each Ordering Instrument submitted to Contractor.

e. An Ordering Instrument shall contain the following mandatory Ordering Instrument language:

“THIS PURCHASE ORDER, IN ADDITION TO ANY EXHIBITS OR ADDENDA ATTACHED, IS PLACED

AGAINST STATE OF OREGON SOLICITATION NUMBER 257-1292-21 AND PRICE AGREEMENT

__________. THE TERMS AND CONDITIONS CONTAINED IN THE PRICE AGREEMENT APPLY TO THIS

PURCHASE AND TAKE PRECEDENCE OVER ALL OTHER CONFLICTING TERMS AND CONDITIONS,

EXPRESS OR IMPLIED. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESNTATIONS, ORAL

OR WRITTEN, NOT SPECIFIED HEREIN.”

1.5. COMPENSATION.

a. AGENCY shall pay Contractor at or below the rates described in Exhibit B. The maximum not-to-exceed amount of this Price Agreement, including all amendments and Ordering Instruments, is $150,000. AGENCY, in accordance with the provisions of ORS 293.462(3), may pay up to a maximum rate of two-thirds of one percent per month (8% per annum) in accordance with the provision of ORS 293.462(4). AGENCY will pay only for completed Services that are accepted by the AGENCY.

b. RESERVED

c. Price Decrease. The AGENCY shall be given the immediate benefit of any price decrease. Contractor shall promptly notify AGENCY of the amount and effective date of each decrease. This decrease shall apply to orders placed on or after the effective date of the decrease. Invoices shall reflect prices in effect on the date the AGENCY’s Ordering Instrument document was written.

Should such decreased prices again increase during the term of the Price Agreement, including extensions, the AGENCY shall honor the increase if acceptable documentation verifying the increase is submitted to AGENCY. AGENCY shall determine what constitutes acceptable documentation.

d. Price Increase. The Prices set forth in Exhibit B shall remain in force without change for at least the initial term of the Price Agreement. Thereafter, Contractor may request a price adjustment for some or all items at any time, provided however that any Price Adjustment granted by the AGENCY as a result of such request must remain in force without change for at least 1 year after the effective date of the price adjustment.

AGENCY may grant or deny the request in whole or in part. Grant or denial is solely within the discretion of AGENCY. If the Contractor disagrees with the decision of the AGENCY with respect to the price adjustment, and the parties are unable to resolve the disagreement, the Price Agreement shall expire according to its terms.

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

e. Invoicing. Contractor shall invoice for the completed and accepted Services by the AGENCY using an invoice format approved by the AGENCY. Contractor shall send invoices to the address specified by the AGENCY or to a different address as directed in writing by the AGENCY. Contractor shall meet other invoicing requirements contained herein.

Contractor shall include in its invoice the following:

a) Price Agreement number;

b) Purchase Order number;

c) Service date[s];

d) Service location;

e) Description of Services performed, including:

a. Number of hours

b. Parts replaced

c. Quantity and Price;

f) Total amount due; and

g) Address to which payment is to be sent

f. Payment. AGENCY will pay Contractor within thirty (30) calendar days all amounts due under Ordering Instrument upon AGENCY’s approval of Contractor’s invoice after AGENCY has determined that all required Services have been completed and accepted. AGENCY shall send payment to Contractor at the address specified in the invoice. Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

Contractor shall look solely to AGENCY for payment of all amounts that may be due under the Contract.

AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THE CONTRACT.

g. Most Favorable Prices and Terms. Contractor represents that all prices, terms and benefits offered by Contractor under this Contract are equal to or better than the equivalent prices, terms and benefits being offered by Contractor to any other state or local government unit or commercial customer.

Should Contractor, during the term of the Contract, enter into any contract, agreement or arrangement that provides lower prices, more favorable terms or greater benefits to any other such government unit or commercial customer, this Contract shall thereupon be deemed amended to provide the same price or prices, terms and benefits to the State. This provision applies to comparable Services and Goods, and to purchase volumes by the State that are not less than the purchase volumes of the government unit or commercial customer that has received the lower prices, greater benefits or more favorable terms.

h. Funds Available and Authorized; Payments: AGENCY represents that it has sufficient funds available and authorized within its biennial appropriation or limitation to pay the cost of purchases under the Contract prior to the end of the current biennium. Contractor understands and agrees that such an AGENCY’s payment of amounts under the Contract attributable to purchases made after the last day of the current biennium is contingent on that AGENCY’s receiving from the Oregon Legislative Assembly appropriations, limitations, or other expenditure authority sufficient to allow it, in the exercise of its reasonable administrative discretion, to continue to make payments under the Contract.

Section 1.5.g does not apply to donations of Services and Goods to charitable, nonprofit or government

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement entities, if the donations are recognized as such and are deductible under the federal Internal Revenue Code, shall not be considered contracts, agreements, sales or arrangements with other government units or commercial customers that call for the application of section 5.g.

1.6. RESERVED

1.7. INSURANCE. Contractor shall obtain insurance specified in Exhibit C and shall maintain the insurance until all Contracts under this Agreement are terminated.

1.8. INCORPORATION OF TERMS AND CONDITIONS BY REFERENCE IN PRICE AGREEMENT.

The following sections of Part II, STANDARD TERMS FOR CONTRACTS UNDER THIS AGREEMENT, shall also apply to the Price Agreement between AGENCY and Contractor: Sections 2.3, 2.4, 2.7, 2.11, 2.12, 2.14, 2.15, 2.20, 2.21, 2.22, and 2.23. When applied to the Price Agreement, with respect to these provisions, the term “Contract” shall mean “Price Agreement”.

1.9 MISCELLANEOUS.

a. 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.

b. 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.

c. 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.

d. Notices. Except as otherwise expressly provided in this Agreement, any communications between the parties, or notices to be given under this Agreement, are effective only if given in writing by personal delivery, express courier, facsimile, or United States Postal Service, postage prepaid, to Contractor or AGENCY at the address or number set forth below in the signature sections, or to such other addresses or numbers as either party may later indicate pursuant to this Section. Any communication or notice so addressed and mailed is deemed given five (5) days after mailing. Any communication or notice delivered by facsimile is deemed given on the day the transmitting machine generates a receipt of a successful transmission of the notice, if transmission was during normal business hours, or on the next business day, if transmission was outside normal business hours. To be effective against DAS Procurement Services, any notice transmitted by facsimile must be confirmed by telephone notice to DAS Procurement Services’ Contract Administrator. Any communication or notice given by personal delivery or express courier is deemed given immediately upon such delivery, provided such delivery is made to the person indicated below.

Contractor:

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

Name:

Attn:

Title:

Address:

Contact Telephone Number:

Fax Number:

E-Mail Address:

AGENCY: Oregon State Police

Name: Robert Johnson Title: Procurement & Contract Specialist Address: 3565 Trelstad Ave SE, Salem, OR 97317 Contact Telephone Number: 503-509-8236 E-Mail Address: robert.johnson@osp.oregon.gov

e. No Third Party Beneficiaries. DAS Procurement Services 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.

II. STANDARD TERMS FOR CONTRACTS UNDER THIS PRICE AGREEMENT

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE. The Contract consists of the ordering instrument and the provisions in Sections 2 and 3. In the event of a conflict between the ordering instrument and provisions in Sections 2 and 3, the provisions in Sections 2 and 3 take precedence.

2.2 PAYMENT. Contractor shall look solely to AGENCY for payment of all amounts that may be due under this Contract. AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS CONTRACT. Subject to AGENCY’s acceptance of Goods, payment is due from AGENCY within 30 calendar days after the date of the invoice.

2.3 REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that:

a. Contractor has the authority to enter into and perform in accordance with this Contract and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms;

b. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence and perform Services in a timely, professional and workmanlike manner in accordance with the highest standards applicable to Contractor’s industry, trade or profession;

c. Contractor is and shall be, at all times during the term of this Contract, qualified, professionally competent, and duly licensed to perform Services and do business in the State of Oregon;

mailto:robert.johnson@osp.oregon.gov

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

d. All Goods shall be new, unused, current production models, where applicable, and shall be free from defects in materials, design and manufacture for the duration of the warranty period;

e. All Goods are free and clear of any liens or encumbrances, and that Contractor has full legal title to the Goods, and that no other person has any right, title or interest in the Goods which shall be superior to or infringe upon the rights granted to the AGENCY hereunder.

f. Goods provided under this Contract comply with all applicable federal health and safety standards, including but not limited to, Occupational Safety and Health Administration (OSHA, and all Oregon safety and health requirements, including, but not limited to, those of the State Workers' Compensation Division.

g. Contractor shall have all manufacturer warranties covering the Goods and component parts, if any, transferred to the AGENCY.

h. The warranties specified in this section are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and will be interpreted broadly to give Agency the greatest warranty protection available.

2.4 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.

a. Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract as they may be adopted or amended from time to time.

b. AGENCY’s performance under this Contract is conditioned upon Contractor’s compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated into this Contract by reference. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, 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)).

c. In the event of a conflict between the specifications in this Contract and applicable federal or State law, the law prevails. Contractor shall make any modifications required to achieve compliance with law. When Contractor is notified or becomes aware of any required modifications, Contractor shall immediately notify

AGENCY.

d. In the event any Goods or component parts are recalled by a regulatory body or the manufacturer, or discovered by Contractor not to be in compliance with the applicable specifications, Contractor shall immediately notify AGENCY of the recall or non-compliance, and shall provide copies of the notice or other documentation. Upon notification, AGENCY may elect to do any of the following:

(i) Cancel any portion of the ordering instrument.

(ii) Reject the Goods.

(iii) Revoke its acceptance of the Goods.

(iv) Require Contractor to complete necessary modifications, where applicable, in a timely manner, at

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement no charge to the AGENCY.

(v) Terminate the Contract.

In the event of rejection or revocation of acceptance under this subsection, Contractor shall promptly remove the Goods at its sole cost and expense, and reimburse AGENCY for any payments made.

2.5 FOREIGN CONTRACTOR. If the amount of the Contract exceeds ten thousand dollars ($10,000), and if Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue all information required by that Department relative to the Contract. AGENCY may withhold final payment under the Contract until Contractor has met this requirement.

2.6 TIME IS OF THE ESSENCE. Time is of the essence for performance of Contractor’s performance obligations under this Contract.

2.7 FORCE MAJEURE. Neither AGENCY nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the party’s reasonable control.

Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. AGENCY may terminate this Contract upon written notice to Contractor after reasonably determining that such delay or default will likely prevent successful performance of the Contract.

2.8 RESERVED

2.9 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.

a. Contractor is an independent contractor. Although the AGENCY reserves the right to determine (and modify) the delivery schedule for the Services and to evaluate the quality of completed performance, AGENCY cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing any obligations required by this Contract.

b. Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, AGENCY will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

2.10 INDEMNIFICATION.

a. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE AGENCY, THE STATE OF OREGON AND ITS OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, AWARDS AND COSTS OF EVERY KIND AND DESCRIPTION (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES AT TRIAL, ON APPEAL AND

IN CONNECTION WITH ANY PETITION FOR REVIEW) (COLLECTIVELY, “CLAIM”) WHICH MAY BE

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

BROUGHT OR MADE AGAINST ANY AGENCY, THE STATE, OR THEIR AGENTS, OFFICIALS, EMPLOYEES AND ARISING OUT OF OR RELATED TO (I) ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE

CAUSED BY ANY ALLEGED ACT, OMISSION, ERROR, FAULT, MISTAKE OR NEGLIGENCE OF

CONTRACTOR, ITS EMPLOYEES, AGENTS, RELATED TO THIS CONTRACT, (II) ANY ACT OR OMISSION BY CONTRACTOR THAT CONSTITUTES A MATERIAL BREACH OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION ANY BREACH OF WARRANTY, OR (III) THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY BY DELIVERY OR USE OF THE GOODS OR SERVICES. AGENCY OR STATE SHALL PROMPTLY NOTIFY CONTRACTOR IN WRITING OF

ANY CLAIM OF WHICH AGENCY OR STATE BECOMES AWARE. CONTRACTOR’S OBLIGATION UNDER

THIS SECTION SHALL NOT EXTEND TO ANY CLAIM PRIMARILY CAUSED BY (I) THE NEGLIGENT OR

WILLFUL MISCONDUCT OF AGENCY, OR (II) AGENCY’S MODIFICATION OF GOODS WITHOUT

CONTRACTOR’S APPROVAL AND IN A MANNER INCONSISTENT WITH THE PURPOSE AND PROPER USAGE

OF SUCH GOODS OR SERVICES.

b. HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE WRITTEN AUTHORIZATION TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, THE STATE OR ITS OFFICERS, EMPLOYEES AND AGENTS PRIOR TO SUCH ACTION OR REPRESENTATION.

FURTHER, THE STATE, ACTING BY AND THROUGH ITS DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING THAT OF ITS OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN IN THE STATE’S SOLE DISCRETION IT DETERMINES THAT (I) PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR REPRESENTATION CONTEMPLATED; (II) COUNSEL IS NOT ADEQUATELY DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS, EMPLOYEES OR AGENTS; (III) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; OR (IV) THE BEST INTERESTS OF THE STATE ARE SERVED THEREBY. CONTRACTOR’S OBLIGATION TO PAY FOR ALL COSTS AND EXPENSES SHALL

INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING ITS OWN DEFENSE AND THAT OF ITS

OFFICERS, EMPLOYEES, OR AGENTS UNDER (I) AND (II) ABOVE.

2.11 BREACH.

a. BY CONTRACTOR: Contractor breaches this Contract if:

(i) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

(ii) Contractor no longer holds a license or certificate that is required for Contractor to perform Contractor’s obligations under this Contract; or

(iii) Contractor commits any breach of any covenant, warranty, obligation or certification under this Contract, provided however that Contractor may cure the breach within the period specified in AGENCY’s notice of default when AGENCY determines the breach is curable by Contractor.

b. BY AGENCY: AGENCY breaches this Contract if:

(i) AGENCY fails to pay Contractor any amount pursuant to the terms of this Contract, and AGENCY fails to cure such failure within ten (10) business days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice; or

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

(ii) AGENCY commits any breach of any covenant, warranty, or obligation under this Contract and such breach is not cured within ten (10) business days after delivery of Contractor’s notice of breach or such longer period as Contractor may specify in such notice.

2.12 REMEDIES.

a. AGENCY’S REMEDIES: If Contractor is in breach under Section 2.11.a, in addition to the remedies afforded elsewhere in this Contract, the AGENCY may recover any and all damages suffered as the result of Contractor’s breach, including but not limited to direct, indirect, incidental and consequential damages, as provided in ORS 72.7110 to 72.7170. AGENCY may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(i) Termination of the Contract as provided in Section 2.14.a;

(ii) Withholding all monies due for invoiced Goods that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

(iii) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; and

(iv) Exercise of its right of setoff, and withholding of monies otherwise due and owing in an amount equal to AGENCY’s setoff without penalty to AGENCY.

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

2.13 CONTRACTOR’S REMEDIES. If AGENCY terminates this Contract, or if AGENCY is in breach under Section 2.11.b and whether or not Contractor elects to exercise its right to terminate this Contract under Section 2.14.c, Contractor’s sole remedy is: (a) a claim against AGENCY for the unpaid purchase price for Goods delivered and accepted by AGENCY; (b) with respect to Services compensable on an hourly basis, a claim for unpaid invoices, hours worked but not yet billed and authorized expenses for services completed and accepted by AGENCY; and (c) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of services completed and accepted by AGENCY, less previous amounts paid and any claim(s) which AGENCY has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to AGENCY upon written demand.

2.14 TERMINATION.

a. BY MUTUAL CONSENT. This Contract may be terminated at any time by mutual written consent of AGENCY and Contractor.

b. RIGHTS OF AGENCY. AGENCY may, at its sole discretion, terminate this Contract for convenience with thirty (30) calendar days written notice. AGENCY may terminate this Contract immediately upon notice to Contractor, or at such later date as AGENCY may establish in such notice, upon the occurrence of any of the following events:

(i) AGENCY fails to receive funding, appropriations, limitations, allotments, or other expenditure

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement authority sufficient to allow AGENCY, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract;

(ii) federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Goods or Services by AGENCY under the Price Agreement is prohibited, or AGENCY are prohibited from paying for such Goods or Services from the planned funding sources; or

(iii) Contractor is in breach of this Contract under Section 2.11.a. Upon receipt of written notice of termination, Contractor shall stop performance under this Contract if and as directed by AGENCY.

c. RIGHTS OF THE CONTRACTOR: Contractor may terminate this Contract with a minimum thirty (30) calendar days written notice to AGENCY, if AGENCY is in breach of this Contract as described in Section 2.11.b.

Contractor may not terminate if a good faith dispute exists with respect to the amount due Contractor.

2.15 ACCESS TO RECORDS. Contractor shall retain, maintain, and keep accessible all records relevant to this Contract (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later. Financial Records will also be kept in accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established in this Section, Contractor shall permit AGENCY, the AGENCY, their duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

2.16 NOTICES. All notices required under this Contract must be in writing and addressed to the party’s authorized representative. For AGENCY, the authorized representative is identified in the ordering instrument. Contractor’s authorized representative is Contractor’s Contract Administrator identified in the Price Agreement. Mailed notices will be deemed received five (5) business days after post marked, when deposited, properly addressed and prepaid, into the U.S. postal service. If a notice is sent by facsimile, upon receipt by the party giving the notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient’s facsimile machine and number. Personal delivery is effective upon delivery.

2.17 ORDERING INSTRUMENTS; ACKNOWLEDGEMENTS. The parties acknowledge and agree that other than designation of order quantities, types of Goods or Services, delivery destination, dates of order, and scheduled delivery of other performance, any purchase orders or acknowledgement documents are simply for the convenience of the parties to initiate or confirm an order of Goods or Services under this Contract and that no other terms or conditions contained in those documents are of any force or effect or are binding upon the parties.

2.18 GOVERNING LAW. This Contract is governed by and construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws.

2.19 VENUE; CONSENT TO JURISDICTION. Any claim, action, suit or proceeding (collectively, “Claim”) between the AGENCY and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as a waiver of the State’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.

2.20 SURVIVAL. The following provisions survive termination or expiration of this contract: Sections 2.3, 2.4.d, 2.10, 2.12, 2.15, 2.18, 2.19, 2.21; and Section d. of Exhibit C (“TAIL” COVERAGE).

2.21 SEVERABILITY. If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

2.22 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS.

Contractor shall not assign, delegate, or transfer any of its rights or obligations under the Contract without AGENCY's prior written consent. AGENCY’s written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor’s agent.

The provisions of the Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, if any.

2.23 MERGER CLAUSE; AMENDMENT; WAIVER. This Contract constitutes the entire agreement between Contractor and AGENCY on the subject matter of this Contract. There are no understandings, agreements, or representations, oral or written, not specified in this Contract on the subject matter. No amendment of this Contract is valid unless it is in writing and signed by the parties. No waiver or consent is effective unless in writing and signed by the party against whom it is asserted. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of the AGENCY to enforce any provision of this Contract is not a waiver by AGENCY of that or any other provision.

2.24 ASSIGNMENT OF ANTITRUST RIGHTS. Contractor irrevocably assigns to the State Of Oregon any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Contract, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's duties under this Agreement to irrevocably assign to the State of Oregon, as third party beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Agreement, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action.

III. SPECIAL TERMS FOR CONTRACTS UNDER THIS PRICE AGREEMENT

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

3.1 LICENSING AND CERTIFICATIONS. Contractor shall maintain, in current and valid form, all licenses and certificates required by law, regulation, or this Price Agreement when performing the Services. The Contractor shall also include in every subcontract a provision requiring the Subcontractor to have in current and valid form, all licenses and certificates required by law, regulation or this Price Agreement when performing the Services and shall verify that the Subcontractor has the licenses and certificates before permitting the Subcontractor to start work.

3.2 INSPECTIONS AND TESTING, CURE

a. UPON COMPLETION: The AGENCY shall have 14 calendar days from the date equipment is received from Contractor within which to conduct inspection and testing, and provide Contractor with written notification of acceptance or rejection. Notice of rejection shall include itemization of deficiencies, including but not limited to (a) discrepancies between the Services and Goods and the RFQ specifications and Contractor's or manufacturer's specifications or literature, and (b) apparent defects in design, manufacture, materials, or workmanship, or (c) otherwise nonconforming Services or Goods (including late delivery).

c. CURE. In the event the AGENCY allows the Contractor an opportunity to cure defects, it shall so state in its notice of rejection. The Contractor shall make all corrections reasonably deemed necessary by the AGENCY within 14 calendar days of receipt of such notice, at Contractor’s sole cost. Failure to complete cure within the fourteen (14) calendar days or such longer period as AGENCY may specify in such notice shall constitute a material default of the Contract Alternatively, AGENCY may, in its sole discretion, elect to have the Services performed by other forces and charge the cost to Contractor.

Notwithstanding the commencement of Contract payments, Services and Goods shall not be deemed accepted until the AGENCY has either confirmed acceptance in writing, or the inspection, testing, and notification period has expired, whichever occurs first.

IV. CERTIFICATION AND SIGNATURE OF CONTRACTOR'S DULY AUTHORIZED

REPRESENTATIVE

The undersigned acknowledges, attests and certifies individually and on behalf of the Contractor that:

(1) He/she is a duly authorized representative of the Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Price Agreement, if any, issued, and to execute this Price Agreement on behalf of Contractor;

(2) The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws. For 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.

(3) To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 or against a business enterprise that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontracts.

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

(4) Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf;

(5) Contractor is bound by and will comply with all requirements, terms and conditions contained in this Price Agreement (including all listed attachments and Exhibits, and amendments, if any).

(6) Contractor ___ is / ___ is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check one).

Contractor (Type or Print Contractor’s name):

Business Address:

Authorized Signature:

By (Type or print name):

Title: Date:

V. SIGNATURE OF OREGON STATE POLICE’S AUTHORIZED REPRESENTATIVE

Authorized Signature:

By (Type or print name):

Title: Date:

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

Exhibit A

STATEMENT OF SERVICES

I. DEFINITIONS:

A. “Certification” means the process of testing and documenting the verification and accuracy of the Equipment.

B. “Equipment” see “LTI LIDAR Devices”

C. “Non-Warranty Repair” means the testing and bringing back to operable condition LTI LIDAR Devices and components that are outside the original warranty window.

D. “LIDAR” means Light Detection and Ranging. In this Price Agreement LIDAR refers to LIDAR technology for laser speed detection for traffic enforcement.

E. “LTI LIDAR Devices” or “Equipment” means laser speed detection equipment manufactured by Laser Technology Inc.

II. BACKGROUND

Speed has been identified by the Oregon State Police as one of the “Fatal Five” traffic violations.

Through speed enforcement OSP strives to reduce the number of fatal and serious traffic crashes on Oregon’s highways. Prior to taking enforcement action for a speed violation it is a sworn employee’s duty and responsibility to accurately determine the speed at which an offending vehicle is travelling. The use of LIDAR speed measuring devices has proven to be an effective tool in speed enforcement. The LIDAR device needs to be maintained to a standard sufficient for use in violation and criminal court. Part of this maintenance is periodic re-certification and repair to manufacturer specifications. The OSP fleet of LIDAR devices consists of approximately 50 Laser Technology devices.

III. PURPOSE

A. The purpose of this Price Agreement is for the cooperation between Contractor and OSP to ensure the accuracy of OSP’s laser speed measuring devices, resulting in valid speed readings to support Oregon’s Traffic Enforcement Program and the safety of the people. Contractor shall provide all the services and provide deliverables as specified in this Exhibit A. In case of any silence in specifications or ambiguity of terms, Contractor shall perform Services in accordance with manufacturer specifications and recommendations, and performed to the highest industry standards.

IV. SERVICES

A. Non-Warranty Repair

1. Prior to shipping Equipment to Contractor, Agency shall obtain a Return Material

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices Attachment A – Sample Price Agreement

Authorization (RMA). Agency shall ship Equipment to Contractor at Agency’s expense.

2. Within 14 calendar days of receipt, Contractor shall inspect the Equipment and send an estimate to Agency.

3. If Agency approves of the estimate, Agency shall issue a purchase order to authorize commencement of repair.

4. Contractor shall repair Equipment, within 14 calendar days of receipt of purchase order, using original equipment manufacturer (OEM) parts.

5. If the Equipment was originally sent for Certification, or if parts that could affect a device’s accuracy were repaired or replaced, Contractor shall also complete a Certification.

Contractor may charge separately for a Certification in addition to the Repair.

6. Contractor shall return Equipment to Agency using Agency-provided pre-paid shipping label.

7. Upon completion of work, Contractor shall provide a complete repair report, which shall include, at a minimum: issues found, work performed, hours billed, and parts replaced. Contractor shall provide this report combined with their invoice or as an attachment to the invoice.

8. Contractor shall warrant repair work for not less than 12 months. The warranty includes any defects in material or workmanship under normal use. Contractor shall provide an RMA # and Agency shall return the Equipment to Contractor. Contractor shall inspect the Equipment and repair or replace the Equipment at no charge within 30 days of receipt.

If Equipment is found to be not covered under warranty, the repair shall be treated as a Non-Warranty Repair and Contractor shall provide an estimate for repair in accordance with this Section.

9. If a Repair is not authorized, or the Contractor states that the Equipment is unable to be repaired, and Agency requests the equipment to be returned, Contractor shall return the Equipment to Agency using an Agency-provided prepaid shipping label. Otherwise, the parties may agree to any lawful arrangement such as giving the Equipment to Contractor for parts in return for account credit.

B. Certification

1. Agency shall issue a purchase order prior to shipping the Equipment. If Contractor requires an RMA #, Agency shall include this number on the purchase order and on the outside of the package.

2. Contractor shall inspect and certify Equipment. If there are any issues preventing the Certification of the Equipment, it shall then be treated as a Non-Warranty Repair – See Section IV.A.

3. If the Contractor is able to certify the Equipment without additional repair, they shall complete the Certification within 14 calendar days of receipt, and return to Agency

RFQ S-25700-00001117, Repairs & Certifications of LTI Laser LIDAR Speed Detection Devices…