S-25900-00004861 - ITB - With ALL Attachments~1.pdf

ITB S-25900-00004861– MILO Mobile Situational Awareness Training Systems

DAS Procurement Services, Version 1.0 – February 20, 2019

STATE OF OREGON

COVER PAGE

DEPARTMENT OF PUBLIC SAFETY STANDARDS

AND TRAINING

MILO MOBILE SITUATIONAL AWARENESS TRAINING

SIMULATOR (M-SATS) SYSTEM

Invitation to Bid (ITB) Price Agreement

S-25900-00004861

Date of Issue: 12/30/2022

Closing: 1/19/2023, Time 2:00 PM (Pacific)

Single Point of Contact (SPC): Adam Bergerson, Procurement Specialist Address: 4190 Aumsville Hwy SE

City, State, Zip: Salem, Oregon 97317 Phone (voice): 503-378-4524

Phone (fax): 503-378-4414 E-mail: adam.bergerson@dpsst.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.

Table of Contents

SECTION 1: General Information

1.1 Summary Overview

1.2 Scope of Work

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 OregonBuys System

2.4 Questions and Clarifications

2.5 Protest of ITB

2.6 Addendum

2.7 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 Requirements

4.1 Responsiveness Determination

4.2 Responsibility Determination

4.3 Cost Comparison

4.4 Method of Award

SECTION 5: Intent to Award

5.1 Intent to Award Notification

5.2 Intent to Award Protest

5.3 Nondiscrimination in Employment

5.4 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

LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE PRICE AGREEMENT

ATTACHMENT B – BID COVER SHEET

ATTACHMENT D – BID SUBMITTAL FORM

ATTACHMENT F – RESPONSIBILITY INQUIRY

SECTION 1: General Information

1.1 Summary Overview

The State of Oregon, acting by and through the Department of Public Safety Standards and Training, (“Agency”), is issuing this Invitation to Bid (ITB) to establish a Price Agreement for Goods.

• The Department of Public Safety Standards and Training has established a regional training program. The State is divided into four distinct regions, Northwest, Southwest, Central and East respectively. Each region has an assigned duty station training coordinator. DPSST currently had eight (8) portable use of force tactical judgement decision training systems or “MILO Video Simulator Systems”. There were two (2) systems assigned to each region for use in training. Historically, these training systems are in high demand and rarely not in use.

The MILO system supports Police, Corrections, and Parole and Probation agencies with their training needs. The MILO Systems can be checked out for use by constituent agencies or used by the DPSST staff to conduct trainings. These systems were purchased in 2015 and have well exceeded their expected life cycle. As such, DPSST has recycled parts from some systems as they became otherwise unserviceable to make the remaining systems function.

• Agency anticipates the award of one (1) Price Agreement resulting from this ITB.

• Agency anticipates issuing a Purchase Order against the resulting Price Agreement upon execution for the purchase of two (2) units for delivery by the end of the current fiscal period (June 30, 2023), with the remaining units spread over the subsequent fiscal periods as budget allows.

• The initial term is anticipated to be term: five (5) years with an option to renew up to term:

ten (10) years as statute allows

• Required delivery date for the Mobile Situational Awareness Training Simulator Systems: To be defined via Price Agreement Purchase Order

1.2 Scope of Work

DPSST requires the purchase of up to eight (8) use of force tactical judgement decision training system specifically a MILO Range M-SATS model Video Simulators. The simulator must include scenario-based judgement training connecting bias and the decision to use force. The procurement must include delivery, set up, a warranty, and training on the system.

• These specifications describe Milo Range Situational Awareness Training Simulators (M- SATS) System includes:

• MILO Tablet – Based on MS Windows OS (64-bit);

• High Definition (HD) projector;

• HD 12’x7’ fast-fold projection screen;

• 8-device Hit Detection Box with Flashlight Capability;

• All required power and video cables, to include approved power strip;

• Speakers/Digital Audio Sound System;

• Self-Contained Transport Case;

• 850+ Multi-Branching Interactive Scenarios are Pre-loaded as well as 55+Skill Builder exercises;

• Graph-X Targets: Allows the user to utilize any of the Graph-X modules for Marksmanship, Shoot-house, Basic Targets and Range Practice includes 55+ interactive CGI skill-builder exercises;

• Statistics and Management: Allows user to manipulate the database information as to create individual and/or group statistics using relevant filtering criteria;

• Baton/Punch/Strike Branching and Scoring: Allows the trainer to manually branch the scenario while the trainee uses his actual baton or makes a strike;

• Delivery, Insurance and Standard 2-year Full-Coverage Warranty; and,

• Access to MILO Digital Scenario: New HD Scenarios available- approx. 12-15 available per quarter.

Optional Items include:

• System and Peripheral Training: Four (4) Students at Agency site for one (1) day of operational training.

• M-SATS Extended Bronze Warranty Coverage: Twelve (12) additional months of warranty extending total warrant to three (3) years covering all system items, excluding batteries and bulbs.

1.3 Schedule of Events

The table below represents a tentative schedule of events. Agency may modify these dates at any time, with appropriate notice. All times are Pacific Time (PT).

Agency operating hours: Monday through Friday 7:30 AM to 4:00 PM, Pacific Time, except for state holidays and State approved closures, including those for inclement weather.

EVENT DATE TIME (Pacific Time) Questions and Clarifications Due 1/10/2023 2:00 PM Answers to Questions and Clarifications Due (approximate)

1/12/2023 2:00 PM

Addenda published 1/16/2023 2:00 PM ITB Protests Period Ends Seven (7) calendar days prior to Opening of Bids

2:00 PM

Opening (Due Date and time to submit Bids) See cover page 2:00 PM Opening of Bids 1/19/2023 2:00 PM OregonBuys Notice of Intent to Award (approximate)

1/20/2023 2:00 PM

Notice of Intent to Award Protest Ends Seven (7) days from Notice of Intent to

Award

2:00 PM

Price Agreement Execution (approximate) 1/31/2023 N/A

1.4 Definition of Terms

For the purposes of this ITB, unless specifically defined in this ITB, capitalized words have the meanings provided in OAR 137-046-0110. These definitions do not apply to the Sample Price Agreement attached as Attachment A.

1.4.1 General Definitions

Capitalized terms not specifically defined in this document are defined in OAR 137-046-0110.

“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.

1.5 Single Point of Contact

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

SECTION 2: ITB Process

2.1 Procurement Authority

Agency is conducting this ITB pursuant to ORS 279A.050(6)(m), ORS 181A.410(2)(a).

2.2 Procurement Method

Agency is using the Competitive Sealed Bidding method, pursuant to ORS 279B.055 and OAR 137- 047-0255, and may use any available optional procedures.

2.3 OregonBuys System

OregonBuys is the official repository for all documents pertaining to this ITB. Hardcopies of the ITB are not available from DPSST. Electronic copies of the ITB and attachments, if any, can be obtained from the OregonBuys Website at: http://oregonbuys.gov by registered suppliers. Potential Bidders may express an interest in the opportunity through the OregonBuys System. Within OregonBuys.

2.3.1 Alternative Accessibility to Addenda, Attachments, and Exhibits

If an exhibit, attachment or Addendum is used, but cannot be viewed or downloaded through OregonBuys, the OregonBuys system will provide instructions on how to obtain these documents.

2.3.2 OregonBuys Assistance

http://oregonbuys.gov/

Bidders unfamiliar with OregonBuys may contact Procurement Services at the Department of Administrative Services (“DAS-PS”), 1225 Ferry Street SE – U140, Salem, Oregon 97301;

(503)378-4642. Bidders may also look for updates about OregonBuys on the website:

http://procurement.oregon.gov/

2.3.3 OregonBuys Registration Information

Bidders are responsible for ensuring that their registration information is current and correct.

DPSST and DAS-PS accept no responsibility for missing or incorrect information contained in the supplier’s registration information on OregonBuys.

2.4 Questions and Clarifications

All questions and requests for clarification, related to this solicitation must:

• Be submitted in writing to the SPC identified on the cover page of this ITB email is acceptable).

• Reference the ITB #S-25900-00004861

• Identify the section number and the passage.

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

• Be received by the due date for questions and clarifications identified in Section 1.3 of this

ITB.

Questions by telephone are not accepted.

Agency will respond to questions and requests for clarifications through OregonBuys. In its’ sole discretion, Agency, 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.

2.5 Protest of ITB

Protests to this ITB, including the specifications and requirements of the ITB and the terms and conditions of the Sample Price Agreement, must be submitted in writing to the SPC identified on the cover page of this ITB.

Protests must be submitted by the due date in Section 1.3, or Section 2.8 for Addendum. Agency will not consider protests received after these deadline(s).

Protests must include:

• Protestor name and contact information;

• The ITB #S-25900-00004861;

• Reason for the protest, including:

1) Grounds demonstrating how the procurement process is:

a) Contrary to law, and/or http://procurement.oregon.gov/

b) Unnecessarily restrictive, and/or

c) Legally flawed, and/or

d) Improperly specifies a brand name; and

2) Provide evidence and documentation supporting the grounds on which the protest is based.

• Any proposed changes to the ITB provisions or other relief sought.

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

Protests will be received by the following methods:

• Emailed to the SPC identified on the cover page of this ITB.

2.6 Addendum

Unless otherwise stated in the ITB, Agency shall post any Addendum on OregonBuys. Addendum are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OregonBuys, unless an alternate process is defined in Section 2.4.2. Bidder is responsible for monitoring OregonBuys regularly until ITB Closing. Agency is not responsible for sending Addendum to any prospective Bidder.

2.7 Protest of Addendum

Unless a modified deadline is set forth through Addendum, a prospective Bidder may submit a protest of the Addendum by the close of the next business day after the issuance of the Addendum, 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 Addendum, a protest must be submitted in the same manner as a protest of the ITB under Section 2.6.

SECTION 3: Instructions to Prospective Bidders

3.1 Acceptance Period

Bids are firm offers for a period of 180 calendar days from Closing.

3.2 Bid Submission Requirements (General)

3.2.1 Bid Format

Bidder shall submit its Bid in hard copy. Hard copy version must use only white 8 1/2” x 11” Recycled Paper (Bidder must use Recycled Paper, to the maximum extent economically feasible), without extensive art work, unusual printing, or other materials not essential to the utility and clarity of the Bid. Agency requests Bids be submitted with the edges unbound.

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 Submitting Bids

Bidder is solely responsible for ensuring its Bid is received at Agency in accordance with the ITB requirements, by closing, at the location specified on the cover page of this ITB. Agency shall not be responsible for any delays in delivery. Bids submitted by facsimile (fax) or Email will be rejected.

Agency operating hours are Monday through Friday 8:00 AM to 5:00 PM, Pacific Time, except for State holidays and State approved closures.

3.2.3 Quantity of Bids to be Submitted

One Bid with original signature, and all required documents must be submitted on or before Closing (date and time). Envelopes, packages or boxes must be marked in accordance with Section 3.2.4.

3.2.4 Envelope, Package or Box Label

The Bid shall be submitted in a sealed envelope, package, or box bearing the following information:

• Name of Bidder (or Company Name)

• ITB Number

• Project Title

• Closing (date and time)

• SPC Name

3.2.5 Bid Modification

It is the responsibility of the Bidder to ensure modified Bids are submitted before the Closing date and time.

A Bidder wishing to make modifications to a Bid already received by Agency must:

• Withdraw its Bid in order to make modifications and resubmit the Bid pursuant to Section 3.2.6.

• All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Submit modification(s), in writing, on Bidder’s letterhead, noting the specific change(s) to the original Bid submission. All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Oral, electronic, facsimile or telephonic modifications will not be accepted.

3.2.6 Bid Withdrawal

If a Bidder wishes to withdraw its Bid, the Bidder must withdraw its Bid prior to Closing date and time. The Bidder must submit a written notice on Bidder’s letterhead of intent to withdraw its Bid. The notice must identify the ITB number, be signed by the authorized representative and be received by the SPC identified on the cover page of this ITB prior to the Closing date and time.

3.2.7 Late Bids

Late bids will NOT be accepted or reviewed. Late Bids will not be returned to the respective Bidder.

3.2.8 Opening of Bids

Bids will be publicly opened and the names of all Bidders will be read by Agency at the location identified on the cover page of this ITB.

3.3 Bid Requirements (Pass/Fail)

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 MAY be considered nonresponsive.

Agency has the right to determine if Bids substantially meet the requirements of this ITB.

3.3.1 Closing

Bids must be submitted by Closing to be considered.

3.3.2 Required forms

Bidder must submit the following forms:

• Attachment B – Bid Cover Sheet

• Attachment D – Bid Submittal Form

• Attachment F – Responsibility Inquiry

3.3.3 Authorized Signature

The Bid must be signed by person(s) legally authorized to bind the Bidder to the Bid and the Price Agreement resulting from this ITB. Upon request by Agency, any representative submitting a Bid on behalf of the Bidder shall provide a current document certifying the representative’s authority to bind the Bidder. Upon request of Agency, Bidder shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the Bid to execute agreements on behalf of the entity.

SECTION 4: Bid Requirements

Bidder must provide all information required in Attachment D of this ITB

BID REVIEW METHODOLOGY

4.1 Responsiveness Determination

A Bid received prior to Closing will be reviewed to determine if it is Responsive to all ITB requirements including compliance with Bids Requirements section. 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, however, Agency may waive mistakes in accordance with OAR 137-047-0470.

4.2 Responsibility Determination

Agency will determine if an apparent successful Bidder is Responsible prior to award and execution of the Price Agreement. Bidder(s) shall submit a signed Responsibility Inquiry form Attachment F with Bid.

At any time prior to award, Agency may reject a Bidder found to be not Responsible.

4.3 Cost Comparison

Agency shall award the Price Agreement to the lowest Responsible Bidder whose bid substantially complies with the requirements and criteria set forth in Attachment D.

4.3.1 Tiebreakers

Oregon Supplies: If Agency receives Bids identical in price, fitness, availability and quality and chooses to award a Price Agreement, Agency shall award the Price Agreement in accordance with the procedures outlined in OAR 137-046-0300.

4.4 Method of Award

4.4.1 General Award

If awarded, Agency must award the Price Agreement to the Responsible Bidder submitting the lowest, Responsive Bid. Agency may award by item, groups of items or the entire Offer provided such Award is consistent with this ITB and in the public interest.

4.4.2 Multiple Items

Award will be made to the responsible Bidder submitting the lowest responsive BASE BID listed in Attachment D at its sole discretion and to reject all Bids.

SECTION 5: Intent to Award

5.1 Intent to Award Notification

After a final selection is made, Agency will issue a notice of Intent to Award on OregonBuys. Bid files are public records and available for review at Agency by appointment.

5.2 Intent to Award Protest

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

A Bidder is an Affected Bidder only if the Bidder would be eligible for Price Agreement award in the event the protest was successful and is protesting for one or more of the following reasons as specified in ORS 279B.410:

• All lower Bids are non-Responsive.

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

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

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

If Agency receives only one Bid, Agency may 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 and hard copy to the SPC

• Reference the ITB number

• Identify 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

Agency 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 Agency.

5.3 Nondiscrimination in Employment

As a condition of receiving the award of a Price Agreement under this ITB, Bidder must certify, in 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 that both prohibits, and prescribes disciplinary measures for, conduct constituting sexual harassment, sexual assault, or unlawful discrimination.

5.4 Other Required Information

5.4.1 Insurance

Prior to award, Bidder shall secure and demonstrate to Agency proof of insurance as required in this ITB. Insurance Requirements are found in Exhibit C of Attachment A.

SECTION 6: Price Agreement Execution

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

Contractor shall not commence work under the Price Agreement until the Price Agreement has been executed and the Agency has provided the Contractor with the Purchase Order.

SECTION 7: Additional Information

7.1 Government Bodies

Under ORS Chapter 190, Agency 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 Agency receives an Offer from a government body, Agency will initially review the Offer according to the same criteria set forth in this ITB. Agency, 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 Agency.

7.2 Ownership/Permission to Use Materials

Bids submitted in response to this ITB become the property of Agency. 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 Agency cancels this ITB prior to the Closing identified in Section 1.3.

7.3 Cost Of Bidding

Bidders must pay all costs of bidding including, but not limited to, the cost to prepare and submit Bids, samples and other supporting materials, or to participate in demonstrations, if required by this ITB.

7.4 Cancellation and/or Rejection of Bids/Damages

Pursuant to ORS 279B.100, Agency 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. Agency, the State, and 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 Agency cancels this ITB prior to the Closing identified in Section 1.3, all Bids will become part of the public record without obligation to Agency.

7.5 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.

DAS Procurement Services, Version 2.0 – June 3, 2021

ATTACHMENT A – SAMPLE CONTRACT

STATE OF OREGON

SAMPLE PRICE AGREEMENT ITB# S-25900-00004861

FOR

MILO MOBILE SITUATIONAL AWARENESS TRAINING

SIMULATOR (M-SATS) SYSTEM

BETWEEN

DEPARTMENT OF PUBLIC SAFETY STANDARDS AND TRAINING

Price Agreement Contract Administrator: Adam Bergerson, Procurement Specialist Address: 4190 Aumsville Hwy SE

City, State, Zip: Salem, Oregon 97317 Phone (voice): 503-378-4524

E-mail: adam.bergerson@dpsst.oregon.gov

AND

[CONTRACTOR NAME]

Price Agreement Contract Administrator:

Address:

City, State, Zip:

Phone (voice):

E-mail:

Table of Contents SECTION 1: Agreement 3

1.1 Parties

1.2 Definitions

1.3 Term of Agreement

1.4 Termination of Agreement

1.5 Ordering Instruments

1.6 Prices

1.7 Insurance

1.8 Miscellaneous

SECTION 2: Standard Terms for Contracts Under This Agreement 9

2.1 Contract Documents; Order of Precedence

2.2 Payment

2.3 Overdue Charges

2.4 Payment Address

2.5 Invoices

2.6 Prices

2.7 Cancellation, Inspections and Acceptance

2.8 Representations and Warranties

2.9 Compliance With Applicable Laws and Standards

2.10 Foreign Contractor

2.11 Safety Data Sheet

2.12 Time Is of The Essence

2.13 Force Majeure

2.14 Funds Available and Authorized

2.15 Independent Contractor Status; Responsibility for Taxes and Withholding

2.16 INDEMNIFICATION

2.17 Events Of Default

2.18 Remedies

2.19 Termination And Stop Work

2.20 Access To Records

2.21 Notices

2.22 Ordering Acknowledgements

2.23 Governing Law

2.24 Venue; Consent to Jurisdiction

2.25 Survival

2.26 Severability

2.27 Assignments, Subcontracts, and Successors

2.28 Merger Clause; Amendment; Waiver

2.29 Assignment Of Antitrust Rights

2.30 Oregon False Claims

SECTION 3: Signature of Contractor’s Duly Authorized Representative 20

SECTION 4: Signature of Agency 21

LIST OF EXHIBITS

EXHIBIT A DESCRIPTION OF THE GOODS AND PRICES

EXHIBIT B PURCHASE ORDER FORM

EXHIBIT C INSURANCE REQUIREMENTS

This Price Agreement (“Agreement’) is between the State of Oregon, acting by and through Department of Public Safety Standards and Training, (“Agency”) and [insert Contractor’s name], a [insert state of incorporation] (“Contractor”).

SECTION 1: Agreement

1.1 Parties

The only parties to this Agreement are Agency and Contractor.

1.2 Definitions

“Agreement” or "Price Agreement" means this agreement between Contractor and Agency under which Contractor agrees to hold prices, terms and conditions firm for a specified period of time for the benefit of Agency.

“Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, excluding State of Oregon holidays and business closure days.

“Calendar Day” means contiguous days.

"Contract" means the entire agreement between Contractor and Agency, comprised of a signed Purchase Order and this Price Agreement, including any exhibits and amendments.

"Goods" means the individual items described in Exhibit A.

“Protected Class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age.

"Purchase Order" means the ordering instrument between Agency and Contractor substantially in the form attached as Exhibit B.

"Specifications" means the specific attributes of the Goods to be purchased or Services to be provided, if any, as described in Exhibit A.

"State" means the State of Oregon.

1.3 Term of Agreement

The initial term of this Agreement begins on the date this Agreement has been signed by Agency and Contractor and all required approvals have been obtained (the “Effective Date”) and ends on MM/DD/YYYY unless sooner terminated or extended as provided in this Agreement. Agency has the option to extend this Agreement for 1 term(s). Agency must send Contractor a written notice exercising its option to extend no later than 30 Calendar Days before the expiration of the then-current term. The initial term and all extension terms are collectively referred to as the “Term” of this Agreement.

1.4 Termination of Agreement

1.4.1 PARTIES’ RIGHT TO TERMINATE BY MUTUAL CONSENT. THIS AGREEMENT MAY BE

TERMINATED AT ANY TIME BY MUTUAL WRITTEN CONSENT OF AGENCY AND

CONTRACTOR.

1.4.2 AGENCY RIGHT TO TERMINATE FOR CONVENIENCE. AGENCY MAY, IN ITS SOLE

DISCRETION, TERMINATE THIS AGREEMENT, IN WHOLE OR IN PART, FOR ANY REASON

UPON 30 CALENDAR DAYS WRITTEN NOTICE TO CONTRACTOR.

1.4.3 EFFECT OF TERMINATION.

1.4.3.1 ONCE THIS AGREEMENT IS TERMINATED, CONTRACTOR SHALL NOT

ACCEPT NEW CONTRACTS OR PURCHASE ORDERS.

1.4.3.2 TERMINATION OF THIS AGREEMENT DOES NOT TERMINATE THE RIGHTS

OR OBLIGATIONS OF ANY PARTY TO A CONTRACT EXECUTED BEFORE

TERMINATION OF THIS AGREEMENT.

1.4.3.3 TERMINATION OF THIS AGREEMENT TERMINATES CONTRACTS OR

“BLANKET” PURCHASE ORDERS IN WHICH CONTRACTOR IS NOT LEGALLY

REQUIRED TO DELIVER SPECIFIC QUANTITIES OF GOODS AT SPECIFIC

TIMES.

1.5 Ordering Instruments

1.5.1 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(S) OR ANY OTHER

ORDERING INSTRUMENT OF EITHER AN AGENCY OR THE CONTRACTOR SHALL NOT

VARY THE TERMS OF THIS AGREEMENT. UNLESS OTHERWISE EXPRESSLY AGREED,

CONTRACTOR’S ONLINE ORDERING TERMS AND CONDITIONS WILL NOT CHANGE THE

TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY CONTRACT.

1.5.2 SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, CONTRACTOR SHALL ACCEPT

ORDERING INSTRUMENTS FROM AGENCY THAT COMPLY WITH THE PROVISIONS OF

THIS AGREEMENT UNTIL THIS AGREEMENT TERMINATES. CONTRACTOR MAY, BUT IS

NOT REQUIRED TO, ACCEPT AN ORDERING INSTRUMENT REQUESTING A DELIVERY

SCHEDULE LESS THAN ANY MINIMUM LEAD TIME, IF ANY, SPECIFIED IN EXHIBIT A.

1.5.3 AN ORDERING INSTRUMENT IS DEEMED ACCEPTED BY CONTRACTOR UNLESS

CONTRACTOR REJECTS AN ORDERING INSTRUMENT WITHIN 2 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 OR FACSIMILE IF THAT INFORMATION IS EVIDENT ON THE ORDERING

INSTRUMENT. CONTRACTOR SHALL SPECIFY THE REASON(S) FOR REJECTION.

1.5.4 ACCEPTED ORDERING INSTRUMENTS ESTABLISH SEPARATE CONTRACTS BETWEEN

AGENCY AND CONTRACTOR AND INCLUDE THE TERMS SET FORTH IN SECTIONS 2 AND

3. AS USED IN THE CONTRACTS, “PRICE AGREEMENT” MEANS THIS AGREEMENT.

1.5.5 NOTHING IN THIS AGREEMENT OBLIGATES ANY AGENCY TO PLACE ANY ORDERING

INSTRUMENT.

1.5.6 CONTRACTOR SHALL REJECT AN ORDERING INSTRUMENT THAT DOES NOT MEET THE

REQUIREMENTS OF THIS AGREEMENT.

1.6 Prices

1.6.1 EXCEPT AS PROVIDED IN THIS SECTION, DURING THE TERM OF THIS AGREEMENT,

CONTRACTOR SHALL OFFER GOODS AND RELATED SERVICES TO AGENCY AT PRICES

THAT DO NOT EXCEED THE PRICES LISTED IN EXHIBIT A.

1.6.2 CONTRACTOR AND AGENCY MAY AGREE TO LOWER PRICES FOR GOODS AND RELATED

SERVICES. THOSE LOWER PRICES APPLY ONLY TO APPLICABLE CONTRACT BETWEEN

CONTRACTOR AND AGENCY.

1.6.3 Price Decrease

Agency shall be given the immediate benefit of any price decrease Contractor offers to any other customer. Contractor shall promptly notify Agency of the amount and effective date of each decrease. This decrease applies to orders placed on or after the effective date of the decrease.

Invoices must reflect prices in effect on the date Agency’s Purchase Order document was written.

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

1.6.3.1 CONTRACTOR SHALL SUBTRACT FROM PRICES CHARGED TO AGENCY ANY

UNIT PRICE DECREASE THAT HAS BEEN ACHIEVED OR GAINED BY

CONTRACTOR, WHETHER THROUGH THE MANUFACTURER OR

OTHERWISE. CONTRACTOR SHALL GIVE AGENCY THE IMMEDIATE

BENEFIT OF THE DECREASE. CONTRACTOR SHALL PROMPTLY NOTIFY

CONTRACT ADMINISTRATOR OF THE AMOUNT AND EFFECTIVE DATE OF

THE DECREASE.

1.6.4 Price Adjustment

Subject to the following, either party to this Agreement may request a price adjustment, in whole or in part.

1.6.4.1 CONTRACTOR MAY REQUEST PRICE INCREASES FROM AGENCY NO MORE

OFTEN THAN ONCE ANNUALLY, COMMENCING JANUARY 01, 2024.

CONTRACTOR MUST SUBMIT A REQUEST TO THE CONTRACT

ADMINISTRATOR IN WRITING AT LEAST 60 CALENDAR DAYS BEFORE THE

PROPOSED EFFECTIVE DATE OF THE INCREASE. THE REQUEST MUST

SHOW ALL PROPOSED INCREASES BY LINE ITEM AND INCLUDE

SUPPORTING DOCUMENTATION ACCEPTABLE TO AGENCY. AGENCY MAY

REQUIRE CONTRACTOR TO PROVIDE U.S. BUREAU OF LABOR STATISTICS

PRODUCER PRICE INDEX OR CONSUMER PRICE INDEX DATA OR ANY

OTHER RELEVANT MANUFACTURER OR INDUSTRY DATA

SUBSTANTIATING THE INCREASE. HOWEVER, A PRICE INCREASE MAY NOT

PRODUCE A HIGHER PROFIT MARGIN FOR CONTRACTOR THAN AT THE

BEGINNING OF THE INITIAL TERM OF THIS AGREEMENT. [HOWEVER THE

INCREASE MAY NOT EXCEED 5% OF THE PRICE IMMEDIATELY BEFORE

THE INCREASE.]

1.7 Insurance

Contractor shall obtain insurance coverage as specified in Exhibit C and shall maintain the insurance throughout the term of this Agreement and all Contracts.

1.8 Miscellaneous

1.8.1 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.

1.8.2 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.

1.8.3 Amendments

No amendment to this Agreement is valid unless it is in writing and signed by the parties.

1.8.4 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 Agency. Agency’s 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.

1.8.5 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.

1.8.6 Force Majeure

Neither party is responsible for delay or default caused by an event beyond the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. Agency may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of this Agreement.

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. If necessary, the period for performance under this Agreement will be extended to enable Contractor, once such causes have been removed, to fulfill its obligations hereunder.

1.8.7 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.

1.8.8 Notices

Except as otherwise expressly provided in this Agreement, any notices sent between the parties under this Agreement are effective only if in writing and addressed to the Contract Administrators at the addresses set forth on the Cover Page. A party may change its Contract Administrator upon written notice to the other party. The following methods of delivery between the parties may be used: Personal delivery, Email or United States Postal Service (“USPS”) with postage prepaid.

For confirmation of delivery to the recipient, sender guidelines are as follows:

When choosing Personal delivery, parties may consider their communication or notice received immediately. When choosing Email, parties may consider their communication received upon reply to email by the recipient. However, if using email, the use of “read receipt” is not a valid form of delivery confirmation. When choosing to use USPS, parties may consider their communication received five (5) Calendar Days after the date of the mailing.

1.8.9 Intended Beneficiaries

Agency 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.

1.8.10 Waiver

The failure of Agency 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 Agency of that or any other provision nor is it a waiver of any subsequent violation or nonperformance. Such failure to enforce or waiver, if made, is effective only in the specific instance and for the specific purpose given.

1.8.11 Certification of Compliance with Tax Laws

By signature on this Agreement, Contractor certifies that it has complied with the tax laws of this State and the applicable tax laws of any political subdivision 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, 318 and 319; (ii) Any tax provisions imposed by a political subdivision of this State that apply 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 apply to Contractor, or 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 1.8.11 constitutes a material breach of this Agreement and any Contract. Any failure to comply entitles Agency to terminate this Agreement or Contract, as applicable and to pursue and recover any and all damages that arise from the breach and the termination of this Agreement or Contract, and to pursue any or all of the remedies available under this Agreement or Contract, at law, or in equity, including but not limited to:

• Termination of this Agreement or 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 Agency’s setoff right, without penalty; and

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

1.8.12 CONTRACTOR SHALL, TO THE MAXIMUM EXTENT ECONOMICALLY FEASIBLE IN THE

PERFORMANCE OF THIS AGREEMENT, USE RECYCLED PRODUCTS WHERE POSSIBLE.

THIS INCLUDES PAPER, “PETE” AND OTHER MATERIALS AS DEFINED IN ORS 279A.010

[1][GG], [HH] AND [II].

1.8.13 CONTRACTOR SHALL RETAIN, MAINTAIN, AND KEEP ACCESSIBLE ALL RECORDS

RELEVANT TO THIS AGREEMENT (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 THE AGREEMENT, OR UNTIL THE CONCLUSION OF

ANY AUDIT, CONTROVERSY OR LITIGATION ARISING OUT OF OR RELATED TO THE

CONTRACT, WHICHEVER DATE IS LATER. FINANCIAL RECORDS WILL BE KEPT IN

ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP).

DURING THE RECORD-RETENTION PERIOD ESTABLISHED IN THIS SECTION,

CONTRACTOR SHALL PERMIT AGENCY AND ITS DULY AUTHORIZED

REPRESENTATIVES, AND THE FEDERAL GOVERNMENT ACCESS TO THE RECORDS AT A

REASONABLE TIME AND PLACE FOR PURPOSES OF EXAMINATION AND COPYING.

SECTION 2: Standard Terms for Contracts Under This Agreement

2.1 Contract Documents; Order of Precedence

The Contract consists of the ordering instrument and the provisions in Sections 2 and 3 of this Agreement. 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 and related Services, payment is due from Agency within 45 Calendar Days after the date of the invoice.

2.3 Overdue Charges

At Contractor’s option, it may assess overdue account charges to Agency up to a maximum rate of two-thirds of one percent per month (8% per annum) or the maximum allowed by law.

2.4 Payment Address

Agency must send payments to the address specified in the Contractor’s invoice.

2.5 Invoices

Contractor shall invoice Agency only after delivery of all Goods and related Services ordered.

Contractor shall send all invoices to the address provided by Agency for that purpose. Contractor shall include all of the following in its invoice:

• Price Agreement number.

• Ordering instrument number.

• Goods and related Services ordered.

• Date delivered.

• Volume or quantity of Goods delivered and related Services performed.

• The price per item of Goods and related Services.

• The total amount invoiced.

• The address to which payment is to be sent.

2.6 Prices

Contractor represents all prices for Goods and related Services under the Contract are equal to or better than the prices listed in Exhibit A of the Agreement.

2.7 Cancellation, Inspections and Acceptance

Agency may cancel an order in whole or in part before Goods and related Services are delivered or performed. Agency has thirty (30) Calendar Days from date of delivery of the entire order within which to inspect and accept or reject the Goods and related Services. If the Goods and related Services are rejected, Agency shall provide Contractor with written notice of rejection. Notice of rejection must include itemization of apparent defects, including but not limited to (i) discrepancies between the Goods and related Services and the applicable specifications or warranties (including variance from demonstrations or sample characteristics where demonstrations or samples have been provided), or (ii) otherwise nonconforming Goods (including late delivery) and related Services. Notice of rejection must also specify when cure will be allowed.

2.7.1 AGENCY MAY ELECT TO HAVE CONTRACTOR DELIVER SUBSTITUTE CONFORMING

GOODS AT NO ADDITIONAL COST TO AGENCY. IN SUCH AN EVENT, CONTRACTOR

SHALL DELIVER SUBSTITUTE CONFORMING GOODS WITHIN THIRTY (30) CALENDAR

DAYS OF RECEIPT OF NOTICE OF REJECTION.

2.7.2 IF THE GOODS AND RELATED SERVICES ARE REJECTED OR ACCEPTANCE IS REVOKED,

CONTRACTOR SHALL REFUND ANY CONTRACT PAYMENTS THAT HAVE BEEN MADE

WITH REGARD TO THE REJECTED GOODS AND RELATED SERVICES, AND SHALL (AT

CONTRACTOR’S SOLE COST AND EXPENSE) REMOVE THE GOODS WITHIN TEN (10)

CALENDAR DAYS OF RECEIVING NOTICE OF REJECTION OR REVOCATION OF

ACCEPTANCE.

2.7.3 NOTHING CONTAINED IN SECTION 2.7 PRECLUDES AGENCY FROM OTHER REMEDIES

TO WHICH IT MAY BE ENTITLED UPON REJECTION OR REVOCATION OF ACCEPTANCE.

2.8 Representations and Warranties

2.8.1 Officer Status, Insurance

Contractor represents and warrants that it is not an “officer,” “employee,” or “agent” of Agency, as those terms are used in ORS 30.265. Contractor represents and warrants that Contractor has obtained and will maintain during the term of this Contract all insurance required by the Agreement.

2.8.2 Debt Owed

Contractor represents and warrants that it has no undisclosed liquidated and delinquent debt owed to the State or any agency, board, commission, department or division of the State.

2.8.3 Warranty on Materials, Design, Manufacture

Contractor represents and warrants that all Goods are new, unused, current production models, and are free from defects in materials, design and manufacture. Contractor further represents and warrants that all Goods are in compliance with and meet or exceed all specifications in Exhibit A to the Price Agreement.

2.8.4 Warranty on Service Standards

Contractor warrants that all Services required to be performed, if any, shall be performed in a good and workmanlike manner in accordance with standards prevalent in the industry.

2.8.5 Warranty of Title

Contractor represents and warrants that all Goods are free and clear of any liens or encumbrances, that Contractor has full legal title to the Goods, and that no other person or entity has any right, title or interest in the Goods which is superior to or infringes upon the rights granted to Agency under this Contract.

2.8.6 Warranty on Safety and Health Requirements

Contractor represents and warrants that 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 Oregon Consumer and Business Services Department.

2.8.7 Manufacturer Warranties

Contractor shall have all manufacturer warranties covering the Goods and component parts, if any, transferred to Agency at time of delivery at no charge.

2.8.8 Warranties are Cumulative

Contractor’s warranties provided in this Section 2.8 are in addition to and not in lieu of any other warranties provided elsewhere in the Contract. All warranties provided for in this Contract are cumulative, will be deemed consistent and not in conflict, are intended to be given full force and effect and to be interpreted expansively to give the broadest warranty protection to Agency.

2.9 Compliance With Applicable Laws and Standards

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.

2.9.1 Noncompliant Goods

In the event of a conflict between the specifications in this Contract and applicable federal or State law, the law prevails over the specifications. 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.

2.9.2 Recalled Goods or Components

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 or law, 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:

• Cancel any portion of the ordering instrument.

• Reject the Goods.

• Revoke its acceptance of the Goods.

• Require Contractor to complete necessary modifications, where applicable, in a timely manner, at no charge to Agency.

• 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.

2.10 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.

2.11 Safety Data Sheet

Contractor shall provide Agency at time of delivery with a Safety Data Sheet (SDS) as defined by the Occupational Safety and Health Administration (OSHA) for any Goods provided under the Agreement which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. In addition, Contractor must properly label, tag or mark such Goods. Additionally, Contractor shall deliver EPA labels and SDS information if available and as requested by Agency.

2.12 Time Is of The Essence

Time is of the essence for Contractor’s performance obligations under this Contract.

2.13 Force Majeure

Neither Agency nor Contractor shall be held responsible for delay or default caused by an event 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…