1. No category

State of Oregon
COVER SHEET
OREGON STATE POLICE
REQUEST FOR PROPOSALS (“RFP”)
RFP Number #257-1704-14
Hazardous Materials
Monitoring and Detection
Supplies and Repair Services
Date of Issuance: May 5, 2014
Proposals Due Date: May 21, 2014
Single Point of Contact (“SPC”)
Issuing Office:
Contact Name:
Address:
City, State, Zip:
Phone (voice):
Phone (fax):
E-mail:
Oregon State Police, Procurement Services Unit
Julie Curry
4760 Portland Rd NE
Salem, OR 97305
503-378-2363
503-373-4190
julie.curry@state.or.us
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Table of Contents of RFP
Section 1: Purpose and General Information
1.1 Introduction ............................................................................................................. 3
1.2 Schedule .................................................................................................................. 3
1.3 Definitions................................................................................................................. 4
1.4 Scope of Work .......................................................................................................... 5
1.5 Single Point of Contact ............................................................................................ 6
Section 2: Proposal Requirements
2.1 Minimum Proposal Requirements .......................................................................... 6
2.2 Technical Proposal Requirements.......................................................................... 8
2.3 Price Proposal Requirements ................................................................................. 9
Section 3: Solicitation Process
3.1 Procurement Authority and Method ...................................................................... 9
3.2 ORPIN ........................................................................................................................ 9
3.3 Questions, Modifications and Protests Relating to this RFP, Agreement
terms or Specifications.......................................................................................... 10
3.4 Submission of Proposals ...................................................................................... 12
3.5 Withdrawal of Proposals ...................................................................................... 12
3.6 Opening of Proposals ........................................................................................... 12
3.7 Evaluation and Award ............................................................................................ 12
3.8 Public Information, Confidentiality, and Trade Secrets ...................................... 12
3.9 Cost of Preparing Proposals ................................................................................. 13
3.10 Reservation of OSP Rights ................................................................................... 13
3.11 Agreement Form.................................................................................................... 14
3.12 Contractual Obligation .......................................................................................... 14
Section 4: Evaluation and Award
4.1 Evaluation Process ................................................................................................ 14
4.2 Evaluation of Minimum Requirements (Pass/Fail) ............................................. 15
4.3 Evaluation of Technical Proposal (Scored) ......................................................... 15
4.4 Evaluation, Scoring and Ranking of Price Proposals ......................................... 16
4.5 Ranking of Proposals ............................................................................................ 17
4.6 Award Notification and Process ................................................................................... 18
Section 5: Attachments
Attachment A: Proposal Cover Sheet........................................................................... 20
Attachment B: Sample Agreement
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Section 1: Purpose and General Information
1.1
1
Introduction
Overview, Objectives, and Background
The Oregon State Police (“OSP”) Office of State Fire Marshal is seeking a contractor to
provide monitoring and detection supplies and services for the Oregon Regional
Hazardous Materials Emergency Response Teams (HazMat Team(s). The contractor
will need to be able to work directly with the 13 hazmat teams either by phone, email or
in person when ordering supplies and services.
1.1.1 Agreement Term
The initial term of an agreement to be entered into under this RFP is expected to be for
two (2) years. A contract review of the performance provided by the proposer, provide
feedback on the service, maintenance of equipment and to allow vendor to make pricing
adjustments. The parties may agree to extend the term of the agreement up to a
maximum of five (5) years total.
1.1.2 Method of Compensation and not-to-exceed value
The payment method will be a fixed annual price for the supplies and services
performed, invoicing monthly with a maximum not-to- exceed value of $150,000 over
the presumed five (5) year term of the agreement.
1.1.3 Minimum Proposer Qualifications
Proposer must demonstrate that they are a competent, reputable, reliable provider of
this service by providing pricing for the listed items and by providing three (3) customer
references that use similar services. The proposer must also be able to process orders
within a seventy-two (72) hour turnaround. The proposer needs to also be able to track
service and maintenance by using current State Property Asset ID# and provide
monthly invoices broken down by each HazMat team supplies and services.
1.2
RFP Schedule
Event
RFP release date
Date
5/5/14
Time (all Pacific time)
See ORPIN system
Deadline for questions,
clarifications, and RFP protests
Closing date and time for
Proposals
5/14/14
5:00 PM
5/21/14
10:00 AM
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* Posting of notice of intent to
award (estimate)
5/30/14
Check ORPIN system
* Agreement signing (estimate)
7/1/14
Check ORPIN system
OSP may modify these dates at any time, with notice to prospective Proposers posted
on the ORPIN system.
*The dates noted in this RFP are estimates only. Proposers need to confirm all dates
on the ORPIN system.
1.3 Definitions
The following definitions are used in this RFP:
“Addendum” means an addition, deletion, or clarification of this RFP. Addenda will be
labeled as such, issued by OSP, and will be made available on ORPIN to interested
parties.
“Agreement” means an Information Technology Services Agreement (substantially in
the form attached as Attachment B).
“Closing Date and Time” means the date and time on or before all Proposals must be
submitted.
“Contractor” means a Proposer which is awarded an Agreement resulting from this
RFP.
“Key Person” has the meaning provided in Section 3.3 of RFP Attachment B
(agreement form).
“OAR” means Oregon Administrative Rules.
“ORPIN” means the Oregon Procurement Information Network which is the State of
Oregon’s automated procurement system. The ORPIN website is located at
http://orpin.oregon.gov/open.dll/welcome.
“ORS” means Oregon Revised Statutes.
“Proposal” means a proposal submitted in response to this RFP.
“Proposer” means a person, organization or governmental entity submitting a Proposal.
“Responsible” means a Proposer who meets the standards of responsibility as
described in ORS 279B.110.
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“Responsive” means a Proposer which substantially complies in all material respects
with requirements of this RFP.
“RFP” means this request for proposals, including all exhibits and attachments.
“Scope of Work” means the services requested under this RFP, the purpose of those
services, and OSP’s expectations. Examples of expectations include, if applicable,
a description of the purchase, specifications, tasks (obligations), deliverables,
delivery or performance schedule, and acceptance requirements. The Scope of
Work helps the prospective Proposers develop the Proposals.
“Statement of Work” means Exhibit A to the Agreement which describes the services,
objectives, expectations, performance standards, and other obligations of a
Contractor.
“State” means the State of Oregon.
“Successful Proposer” means the person, organization or governmental entity which is
awarded an Agreement under this RFP.
1.4
Scope of Work.
The purpose of this RFP is to establish a Price Agreement for the purchase of Supplies
and Services for the Oregon Regional Hazardous Materials Emergency Response
Teams (HazMat). The vendor will need to be able to work directly with the various
HazMat teams located throughout Oregon, by phone, email or in person when ordering
supplies and services. The proposer will need to be able to process orders within
seventy-two (72) hours of placing the request, and track service and maintenance by
using our existing State Property Asset ID#. Also the proposer must be able to provide a
monthly invoice broken down by each HazMat team supplies and services.
The proposer will also need to provide manufactures recommendations on proper care
and maintenance of new and existing equipment.
Existing equipment and supplies include : RAE Systems, Draeger, MSA, Industrial
Scientific equipment, as well as calibration Supplies: Four-gas; three-gas calibration
cylinders; regulators; chips; detector tubing; docking station; sensors; pumps.
Replacement parts for: RAE Systems, Draeger, MSA or Industrial Scientific.
OSP and the successful Proposer or Proposers may negotiate a Statement of Work for
a contract.
1.5
Single Point of Contact (“SPC”).
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All questions, whether about the technical requirements of this RFP, contractual
requirements, the procurement process, or any other aspect of this RFP or needed
services, shall be directed only to the SPC as listed on page one (1) of this RFP.
The RFP document may be downloaded from ORPIN or a paper copy may be reviewed
upon request at the address listed on page one (1) of this RFP.
Section 2: Proposal Requirements
2.1
2.1.1
Minimum Proposal Requirements
Proposal Cover Sheet.
A Proposer must sign and submit the Proposal Cover Sheet (see RFP Attachment A).
Proposals should be straightforward and concise and provide plain explanations in plain
English of any technical terms that are used. A contractor’s emphasis should be
focused on responding to this RFP requirement, on providing a complete and clear
description of the Proposal, and conforming to the RFP instruction. If a complete
Proposal cannot be provided without referencing supporting documentation, Proposer
must provide such documentation with the Proposal indicating where the supplemental
information can be found. Proposals that merely offer to provide supplies and services
as stated in this RFP may be considered non-responsive and may not be considered for
further evaluation.
2.1.2 Office of Minorities, Women and Emerging Small Business Minority,
Women and Emerging Small Business (“MWESB”) Participation.
As noted in Governor Kitzhaber’s Executive Order 12-03: “Minority-owned and Womanowned businesses continue to be a dynamic and fast-growing sector of the Oregon
economy. Oregon is committed to creating an environment that supports the ingenuity
and industriousness of Oregon’s Minority Business Enterprise (MBE) and Woman
Business Enterprise (WBE). Emerging Small Business (ESB) firms are also an
important sector of the state’s economy.”
Oregon MWESB certified firms, as defined in ORS 200.055, have an equal opportunity
to participate in the performance of contracts financed with state funds. By submitting
an offer, a Proposer certifies that it will take reasonable steps to ensure that MWESB
certified firms are provided an equal opportunity to compete for and participate in the
performance of any subcontracts resulting from this procurement. Proposer further
certifies and agrees that it has not discriminated and will not discriminate in its
employment practices with regard to race, creed, age, religious affiliation, sex, disability,
sexual orientation or national origin, and it has not discriminated and will not
discriminate against a subcontractor in the awarding of a subcontract because the
subcontractor is a minority, woman or emerging small business enterprise certified
under ORS 200.055.
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If there may be opportunities for subcontractors to work on the project, it is the
expectation of OSP that a Proposer will take reasonable steps to ensure that MWESB
certified firms are provided an equal opportunity to compete for and participate in the
performance of any subcontracts resulting from this RFP. The information submitted in
response to this section will not be considered in any scored evaluation and no
evaluative points will be assigned to this section.
To meet the requirements of this section, please complete the MWESB Outreach Plan
that is included in Attachment A, Proposal Cover Sheet.
2.1.3 Proposal Formatting.
All Proposals must follow the format described in this section. Proposers must respond
to all elements of information requested, without exception. Proposal sections and
pages shall be numbered per the outline below.
Proposals may use various headings, but must include at least the following headings in
the following order and numbered as indicated below, followed by Proposer’s
responses:





2.1.4
Proposal Cover Sheet
Financial Statement and Fiscal Stability
Insurance Requirements
Technical Proposal
Price Sheet
Copies.
Proposals must contain one (1) original and two (3) copies of the Proposal and all
required supporting information and documents. The original and copies of the
Proposal must be submitted in a sealed envelope or box, labeled “Proposal to RFP
#257-1704-14” and delivered to the SPC.
2.1.5 Financial Statement and Fiscal Stability.
Briefly describe Proposer’s experience with, and current strategies for, ensuring that the
Proposer conducts business in a fiscally responsible manner and remains financially
solvent through the proposed agreement term. Identify the individuals who have fiscal
responsibilities for Proposer. Any Proposer that has financial statements must submit
copies for the most recent period. If financial statements have not been generated, then
Proposer may submit an audit or fiscal review by a certified public accountant. If a
Proposer is a new business and lacks any financial statements, the Proposer may instead
submit a copy of a business plan completed within the last year. OSP may use these
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statements as part of Proposer’s responsibility evaluation under RFP Section 4.5.2.2.
2.1.6 Insurance Requirements.
Proposers must submit a statement that the Proposer is able to provide and comply with
the insurance requirements as specified below:
*
*
*
*
*
Automotive Liability – Minimum required by law
Commercial General Liability
Professional Liability
Workers Compensation.
Additional Insured
Refer to Attachment B for addition insurance requirements.
2.1.7 References.
In RFP Attachment A, Proposers must provide the names, addresses, telephone
numbers, and contact information for three (3) current or former customers of Proposer,
for whom, Proposer has provided services equivalent to those described in this RFP
within the previous twelve (12) months. None of the persons listed may be employed by
OSP. OSP will use these references as part of Proposer’s responsibility evaluation under
Section 4.5.2.2.
2.2
Technical Proposal Requirements.
A Proposal must describe how the Proposer will meet each of the requirements of this
RFP, including processing orders within seventy-two (72) hours of placing the request,
and tracking service and maintenance by using our existing State Property Asset ID#;
Proposer is also to describe their customer service experience and expertise in handling
radiation monitoring equipment. This element of a Proposal will be evaluated as
described in Section 4.
2.2.1 Qualifications.
A Proposal must include:

Proposers must provide at least three (3) current or former customer references,
for whom, proposer has provided services equivalent to those described in this
RFP.

During regular business hours, proposers must be able to acknowledge receipt
and process orders within seventy-two (72) hours.

Proposers must also be able to track services and maintenance by using existing
State Property Asset ID# and provide one (1) monthly invoice broken down by
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each HazMat team supplies and services.
2.3 Price Proposal Requirements
Proposers shall submit Price Proposals separately from the remainder of the
Proposals.
Proposer must submit a price proposal based on the supplies and services identified in
Section 1.4, Scope of Work. The Price Proposal must include the annual cost for
Maintenance, cleaning and travel. The Price Proposals must be addressed to the SPC
and clearly referenced as “Price Proposal to RFP #257-1704-14.”
Proposer must submit one (1) original of the Price Proposal. The prices in the Price
Proposal must be firm for a period of 120 days after the RFP submittal deadline.
Section 3: Solicitation Process
3.1 Procurement Authority and Method.
OSP is conducting this RFP under delegated authority under OAR 125-246-0170(3).
OSP received delegated authority under Delegation Agreement 731-13 between OSP
and the Department of Administrative Services (DAS) dated March 26, 2013. OSP is
soliciting competitive sealed proposals under ORS 279B.060 and OAR 125-247-0260.
3.2
ORPIN Notice.
This RFP will be posted on ORPIN. OSP will not mail copies of this RFP. Notification
of addenda provided in response to questions or protests will be published on ORPIN.
For RFP documentation, Proposers need to check the ORPIN web site:
http://orpin.oregon.gov/open.dll/welcome and view OSP Opportunity #257-1704-14.
3.2.1 Addenda will be posted on ORPIN.
Addenda to this RFP will be posted on ORPIN. Proposers should refer to ORPIN
regularly until the closing date to ensure that they see all announcements.
Any oral communications by OSP are unofficial and non-binding. Proposers can rely
only on written statements posted by the SPC on ORPIN.
3.2.2 ORPIN Usage.
Proposers unfamiliar with ORPIN may contact the State Procurement Office (SPO) at
the Department of Administrative Services, 1225 Ferry St. SE - U140, Salem, Oregon
97301-4285; telephone (503) 378-4642. Proposers may also look for updates about
ORPIN on the DAS website: http://procurement.oregon.gov.
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3.2.3 ORPIN Registration.
Proposers are responsible for ensuring that their registration information is current and
correct. OSP and DAS accept no responsibility for missing or incorrect information
contained in a supplier’s registration information in ORPIN.
3.3
Questions, modifications and protests relating to this RFP, specifications,
and agreement terms
3.3.1 Submittal of Questions, Requests and Protests.
Proposer questions, including requests for explanations or interpretation of terms of this
RFP, must be submitted in writing, and delivered to the SPC by the date and time
specified in Section 1.2. Questions delivered by faxes (which include a Proposer’s fax
number) and email are acceptable.
Note: With the exception of negotiations under RFP Section 4.6, this is the Proposer’s
only opportunity to request any change or protest any requirement of this RFP or the
RFP process.
3.3.2 Methods of seeking Modifications to RFP, Agreement Terms, or RFP
Specifications.
3.3.2.1
Procedure.
The methods for seeking modifications to this RFP are: (a) a written request for
clarification of this RFP or RFP process, (b) a written request for changes to this RFP,
sample Agreement terms, or RFP specifications, and (c) a written protest of this RFP,
sample Agreement terms, or the RFP specifications.
3.3.2.2
Requests for Clarification.
Any Proposer requiring clarification of any provision of this RFP, sample Agreement
terms, or specifications may submit to the SPC a written request for clarification. To be
considered, the request for clarification must be received by the SPC by the deadline
specified in Section 1.2 or any extension made by Addenda.
3.3.2.3
Request for Changes to RFP, Agreement Terms, or Specifications.
Any Proposer may submit to the SPC a written request for changes to this RFP, the
sample Agreement terms, or the specifications. To be considered, the request for
changes must be received by the SPC by the deadline specified in Section 1.2 or any
extension made by Addenda. A request must include the reason for requested
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changes, supported by factual documentation, the changes proposed, and contain all
other information required by ORS 279B.405 and OAR 125-247-0730.
3.3.2.4
Protest of RFP, Agreement Terms or Specifications.
Proposers may submit to the SPC a written protest of RFP, sample Agreement terms,
or specifications. To be considered, Protests shall:
3.3.2.4.1
Identify Proposer and reference this RFP number.
3.3.2.4.2
Contain evidence that supports the grounds on which the protest is
based and specify the relief sought, including a statement of the desired changes to
the RFP or the RFP process that the Proposer believes will remedy the conditions
upon which the protest is based.
3.3.2.4.3
Be signed by an authorized representative of Proposer.
3.3.2.4.4
Be submitted to the SPC by the RFP protest due date specified in
Section 1.2, and
3.3.2.4.5
Be delivered or faxed to the SPC at the address specified on the
first page of this RFP.
OSP will not consider protests that do not meet the requirements of this section.
OSP will resolve protests in accordance with OAR 125-047-0730(4). Unless this
specific due date is extended by Addenda to this RFP, OSP shall not consider
protests to the RFP submitted after the protest due date specified in Section 1.2.
3.3.2.5
Method of Submitting Protests.
Envelopes containing protests shall be marked as follows:
Attn: SPC
Protest or Request for Clarification or Change
RFP Number:
Closing date:
Protests must be received by the SPC by the date and time specified in Section 1.2.
This deadline may be extended by Addendum. No requests for clarification, requests
for change or protests regarding this RFP will be considered if received after the date
specified in Section 1.2.
3.3.2.6
Response to Requests for Clarification or Change and Protests.
OSP will respond to protests in accordance with ORS 279B.405. Where appropriate,
OSP will issue revisions and clarify RFP provisions by means of Addenda posted on
ORPIN. OSP may also clarify the RFP in response to Proposer questions. However,
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under OAR 125-047-0730(6), clarifications are not binding on OSP unless the RFP is
changed by an Addendum.
3.4
Submission of Proposals.
Proposals must be delivered to the SPC no later than the closing date and time
specified in ORPIN at the address listed on page one of this RFP. Proposals may
be delivered via U.S. Mail, mail courier, or hand-delivery. Proposals must be sent to the
attention of the SPC. Late delivered or faxed or electronically transmitted Proposals will
not be accepted.
3.5
Withdrawal of Proposals.
If a Proposer wishes to withdraw a submitted Proposal, it must do so prior to the closing
date and time. A Proposer shall submit a written request to withdraw, signed by the
Proposer, on the Proposer’s letterhead, to the SPC at the address listed on page one
(1) of this RFP, as required by OAR 137-047-0440.
3.6
Opening of Proposals.
Under OAR 137-047-0450(2), the Proposals will not be read. Proposals will be opened
at the following location:
Oregon State Police
4760 Portland Rd NE
Salem, OR 97305
3.7
Evaluation and Award.
The evaluation and award process is described in Section 4.
3.8
Public Records.
The Proposals are public information after the Proposals have been opened, and all
protests are public records after the protest period ends. Proposals will be opened by
the SPC at the date and time listed in Section 1.2. Under ORS 279B.060(6), copies of
Proposals will not be open for public inspection until a Notice of Intent to Award has
been issued under OAR 137-047-610.
Proposals will be open to public inspection in accordance with ORS 279B.0060(6).
Following the notice of intent to award, Proposals are subject to release as public
records unless specific information contained in a Proposal is identified as exempt from
public disclosure. (Proposers may wish to consult with an attorney regarding disclosure
issues. Information in a Proposal may be exempt from disclosure as a trade secret
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under ORS 192.501(2) or on another basis.) Cost information submitted in Proposals is
generally not exempt from disclosure.
If a Proposal contains any information that a Proposer wishes to be considered exempt
from disclosure under the Oregon Public Records Law, ORS 192.410 through 192.505
(the “Public Records Law”), a Proposer must clearly designate on the Proposal cover
sheet (see RFP Section xxx) the portions of its Proposal which Proposer claims are
exempt from disclosure, along with a justification and citation to the legal authority relied
upon.
Identifying a Proposal in whole as exempt from disclosure is not acceptable. In such
circumstances, OSP may either reject the Proposal, may consider the entire Proposal
available for public records disclosure, or it may require Proposer to submit additional
information citing the legal basis for each specific claimed exemption.
If Proposer fails to identify, on the Proposal cover sheet, each portion of the Proposal
which Proposer claims is exempt from disclosure and the legal authority supporting
each claim, Proposer is deemed to have waived any later claim of exemption.
3.9
Cost of Preparing Proposals.
All costs incurred in preparing and submitting a Proposal in response to this RFP are
the responsibility of Proposers and will not be reimbursed by OSP.
3.10 Reservation of OSP Rights.
OSP reserves all rights regarding this RFP, including without limitation the right to:
a. Amend, delay or cancel this RFP without liability if OSP finds it is in the best
interest of OSP to do so.
b. Reject any or all Proposals received upon finding that it is in the best interest of
OSP to do so.
c. Waive any minor informality or non-conformance with the provisions or
procedures of this RFP, or seek clarification of any Proposal, as desired.
d. Reject any Proposal that fails to comply with the prescribed RFP procedures and
requirements.
e. Negotiate a statement of work based on the Scope of Work described in Section
1.4 and to negotiate separately in any manner necessary to serve the best
interest of the public.
f. Amend any contracts that result from this RFP.
g. Engage consultants by selection or procurement independent of this RFP
process or any agreements under it to perform the same or similar services.
h. To extend any agreements that result from this RFP without an additional RFP
process for up to a total of ten (10) years.
Although price will be a consideration in selecting a contractor, the intent of this RFP is
to identify a Proposer who has a level of specialized skill, knowledge, and resources to
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perform the work described in this RFP. Qualifications, performance history, expertise,
knowledge, quality service, and the ability to process supplies within seventy-two (72)
hours of placing the request, tracking service and maintenance by using our existing
State asset ID# are primary considerations in the selection process. Due to the
technical nature of these tasks, the Proposer with the lowest Price Proposal may not
necessarily be selected to provide the services. OSP reserves the right in its sole
discretion to determine the best Proposal that meets our needs.
3.11
Agreement Form.
In order to perform the work, the apparent successful Proposer will need to sign an
agreement in substantially the form attached as Attachment B. The terms of
Attachment B, other than those identified in RFP Section 4.6.4, are not subject to
negotiation.
3.12
No Contractual Obligation.
OSP is not obligated as a result of this RFP or the submission of Proposals to enter into
an Agreement with any Proposer, and has no financial obligation to any Proposer
arising from this RFP.
Section 4:
Evaluation and Award.
4.1 Evaluation Process.
4.1.1 Evaluation Overview.
OSP will conduct an evaluation of the Proposals received in response to this RFP. OSP
will evaluate and score the Proposals on the completeness, quality, and applicability of
their content in accordance with the criteria described in the following sections:
Evaluation of minimum requirements (pass/fail)
Evaluation of proposal (scored)
Evaluation and ranking of Price Proposal (scored)
Reference Checks for the Proposer’s Company (scored)
Each section is explained in more detail below.
4.1.2
Evaluation Committee.
OSP will establish an evaluation committee which may consist of OSP staff and other
individuals in government and community positions to review, evaluate, and score each
Proposal.
4.1.3 Disqualification.
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Any attempt by a Proposer to improperly influence a member of the evaluation
committee during the proposal evaluation process will result in rejection of that
Proposal.
4.2
Evaluation of minimum requirements (pass/fail)
The SPC will review the Proposals on a pass/fail basis to determine if each Proposal
meets the minimum proposal requirements described in RFP Section 2.1. A Proposer’s
failure to comply with the RFP instructions or to submit a complete Proposal may result
in the Proposal being deemed non-responsive. Only those Proposals determined
responsive to the minimum requirements and the Minimum Proposer Qualifications in
Section 1.1.4 will be considered for further evaluation in Section 4.3. See Section 3.10
(Reservation of OSP Rights).
Pass or Fail Criteria
Proposal Cover Sheet (Section 2.1.1)
Office of Minorities, Women and Emerging Small
Business
Minority, Women and Emerging Small Business
(“MWESB”) Participation (Section 2.1.2)
Formatting (Section 2.1.3)
Copies (Section 2.1.4)
Financial Statement and Fiscal Stability (Section 2.1.5)
Insurance Requirements (Section 2.1.6)
4.3
Pass/Fail
Pass/Fail
Pass/Fail
Pass/Fail
Pass/Fail
Pass/Fail
Evaluation of Proposal (scored)
The evaluation committee will score all Proposals using the quantity and quality of
information described in this Section. Points assigned by each evaluation committee
member will be added together and divided by the total number of evaluation committee
members to compute an average score for the references/evaluation questions. Price
proposal information will not be available to the evaluation committee during this part of
the evaluation process.
The evaluation committee may request additional clarification from Proposers for any
portion of the Proposals. If a Proposal is unclear, Proposer may be asked to provide
clarification. No new information or documentation may be submitted, however, and
clarifications may not be used to rehabilitate a non-responsive Proposal. Proposers
must remain available during the evaluation period to respond to OSP requests for
additional clarification. Proposers must submit written signed clarifications within two
(2) business days of a request. Failure to provide clarification may result in a lower
score. The evaluation committee will assign points to its evaluation of each Proposal as
follows:
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Scoring Criteria
Evaluation Criteria for RFP Section 2.2
Proposal (written evaluation questions)
Reference Checks
Location (points given for Oregon businesses)
Maximum points for proposal:
4.4
Maximum score
50
25
15
90
Evaluation, scoring, and ranking of Price Proposals.
The lowest proposal price will be awarded the maximum number of price points
available under this RFP. Price Proposals with higher prices shall be awarded a
percentage of the maximum points awarded based on the following formula:
(L/X)*Y = A
where:
X = Price Proposal being scored
L = Lowest Price Proposal among all Proposals
A = Points given for the price proposal
Y = Total points possible
Scoring Criteria
Evaluation Criteria
Pricing
Maximum score
10
Maximum points for pricing:
10
Selection of the vendor will be based on Proposers ability to meet the listed
specifications/requirements at the most affordable price.
If OSP requests clarification of any pricing information included in a Price Proposal,
Proposer must provide the clarification within two (2) business days. (Business days
are Monday through Friday, excluding state holidays) or the Proposal may be rejected
as non-responsive at the sole discretion of OSP.
4.4.1 Reciprocal Preference.
In accordance with OAR 125-246-0310, when evaluating Proposals, OSP will add a
percentage increase to the Price Proposal of a nonresident Proposer equal to the
percentage, if any, of the preference that would be given to that Proposer in the state in
which Proposer resides.
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4.5
Ranking of Proposals
The evaluation committee will add together the points awarded to determine the total
score and ranking of each Proposal. The maximum total points for this RFP, is: 100
points.
4.5.1 Preference for Oregon services.
Under ORS 279A.128, OSP prefers services performed in Oregon, and for evaluation
purposes, OSP will apply a five (5) percent value preference for services performed
entirely in Oregon. Proposers who qualify will be awarded seventeen (1) points ( times
5%) to their total evaluation score. Proposers who believe they qualify for this
preference must include in their proposal information establishing that all of the services
will performed entirely in Oregon.
4.5.2 Responsive and Responsible Determinations.
4.5.2.1
Responsiveness.
To be considered responsive, Proposals must substantially comply with all
requirements of this RFP and all prescribed RFP procedures. In making this
evaluation, OSP may waive minor informalities and irregularities.
4.5.2.2
Responsible Proposers.
Under OAR 137-047-0640(1)(c)(F), OSP will investigate and evaluate, at any time
prior to award and execution of a contract, the apparent successful Proposer's
responsibility to perform. Submission of a Proposal will constitute authority for OSP to
obtain any information OSP deems necessary to conduct the evaluation. OSP will
notify the apparent successful Proposer in writing of any other documentation
required, which may include without limitation recent profit-and-loss history, current
balance statements, assets-to-liabilities ratio, including number and amount of
secured versus unsecured creditor claims, availability of short and long-term financing,
bonding capacity, credit information, material, equipment, facility and personnel
information; performance record, etc. Failure to promptly provide this information may
result in proposal rejection.
OSP may postpone the award after announcement of the apparent successful
Proposer in order to complete its investigation and evaluation. Failure of the apparent
successful Proposer to demonstrate responsibility, as required under ORS 279B.110
and OAR 137-047-0640(1)(c)(F), will render the Proposer non-responsible and
constitute grounds for Proposal rejection.
4.6
Award notification and process
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4.6.1 Award consideration.
Selection of a Proposer for award will be determined by OSP in its sole and absolute
discretion to be in the best interest of the State of Oregon. OSP may withdraw award
consideration.
4.6.2 Intent-to-Award Notice.
OSP may announce its intent to award by posting the evaluation scores and the intentto-award notice on ORPIN. The intent-to-award notice will serve as notice to all
Proposers that OSP intends to make an award.
4.6.3 Insurance Certificates.
The apparent successful Proposer must provide all required proofs of insurance see
attached Exhibit A to OSP within seven (7) calendar days of the intent-to-award notice.
Failure to present the required documents within the seven (7) calendar-day period may
result in rejection of Proposals. Proposers are encouraged to consult their insurance
agents about the insurance requirements in this RFP prior to submitting proposals.
4.6.4 Negotiation of Agreement Terms.
OSP may elect to negotiate the following Agreement terms and conditions:
RFP
Section
1
1
2
2A
2E
3
3M
Section
of
Subject matter
Attach. B
Statement of Work
Extensions
Method of Payments
Prices
Invoicing
Term of Contract
Termination
If necessary, contract negotiations will take place within ten (10) days of the award
notification. If resolution cannot be reached within a reasonable time period, as
determined by OSP, OSP may cancel the award to the selected Proposer and negotiate
with another Proposer or cancel the RFP.
4.6.5 Final Award.
OSP may select the responsible Proposer that has met the minimum proposal
requirements (Section 2.1) and received the highest total score for the technical
proposal requirements and pricing (Sections 2.2 and 2.3).
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Section 5: Attachments. The following attachments are incorporated by reference.
Attachment A – Proposal Cover Sheet
Attachment B – Sample Price Agreement
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Attachment A
Proposal Cover Sheet
Proposer Information
Organization Name:
__________________________________________________________
Primary Contact Person: ______________________
Title: ____________________________
Address:
____________________________________________________________________
City, State, Zip:
______________________________________________________________
Telephone: _______________ Fax: _______________
E-mail Address:
______________________________________________________________
Name and title of the person(s) authorized to represent the Proposer in any negotiations
and sign any Purchase Orders that may result:
Name:
_______________________________Title:___________________________________
_
Minimum Proposal Requirements: This Proposal:
-Meets all Minimum Proposal Requirements described in Section 2.1;
-Addresses all Proposal Requirements described in Section 2.2, including but not limited
to Section 1.4, Scope of Work; and
-Includes a Price Proposal described in Section 2.3 (separate from the rest of the
Proposal).
Regarding Section 1.1.3_Minimum Proposer Qualifications
Circle yes (Y) or no (N) to all qualifications:
Did you provide three (3) customer references that use similar services?
Y
N
Can you process orders within a seventy-two (72) hour turnaround?
Y
N
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Can you track service and maintenance by using our State Property Asset ID#?
Y
N
Can you provide monthly invoices broken down by each HazMat team usage?
Y
N
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MWESB Outreach Plan
Per Section 2.1.2
i.
Is Offeror an Oregon certified Minority-Owned, Woman-Owned or Emerging
Small Business? Yes  No 
If yes, indicate all certification type(s):
Oregon State Certification number:
__________________________
MBE  WBE  ESB  DBE 
j.
Does Offeror foresee any subcontracting opportunities for this procurement?
Yes  No 
If no, do not complete the rest of this form.
k. The Offeror shall provide a narrative description of its experience in obtaining
MWESB firms participation as subcontractors, consultants or suppliers on
previous projects, and discuss any innovative or particularly successful measures
that the Offeror has undertaken. The Offeror shall include a list of those certified
firms with which it has had a contractual relationship during the past 24 months
immediately preceding the date this solicitation document was issued. If none,
state none.
 No prior experience obtaining participation from MWESB certified firms.
l. ________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
____________________________
m. The Offeror shall provide examples where MWESB participation was achieved,
along with information on MWESB subcontracting participation levels for up to
three projects/contracts that the Offeror is either currently performing or has
completed within the past 24 months immediately preceding the date this
solicitation document was issued... MWESB participation should be described as
the percentage of the dollar value of subcontracts and material or supply
contracts awarded to MWESBs as compared with the total dollar value of
subcontracts and material or supply contracts let for each identified project or
contract. The Offeror shall describe any technical assistance or mentoring the
firm provided to MWESB firms subcontracting on each project. If none, state
none.
No prior experience obtaining participation from MWESB certified firms.

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Project 1
Name_________________________________________________________________
________
Award Date ___/___/___
Completion Date ___/___/___
Contract Award Amount $_____________
MWESB goal percentage, if applicable __________%
MWESB achievement percentage ___________%
MWESB Subcontract Award Amount $_______________
MWESB Spend Achieved $_______________
Describe any technical assistance or mentoring provided to MWESB firms
subcontracting on this project.
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
___________________________________________________
Project 2
Name_________________________________________________________________
________
Award Date ___/___/___
Completion Date ___/___/___
Contract Award Amount $_____________
MWESB goal percentage, if applicable __________%
MWESB achievement percentage ___________%
MWESB Subcontract Award Amount $_______________
MWESB Spend Achieved $_______________
Describe any technical assistance or mentoring provided to MWESB firms
subcontracting on this project.
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
___________________________________________________
Project 3
Name_________________________________________________________________
_______
Award Date ___/___/___
Completion Date ___/___/___
Contract Award Amount $_____________
MWESB goal percentage, if applicable __________%
MWESB achievement percentage ___________%
MWESB Subcontract Award Amount $_______________
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MWESB Spend Achieved $_______________
Describe any technical assistance or mentoring provided to MWESB firms
subcontracting on this project.
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
___________________________________________________
n. If the total cost of the awarded contract is expected to be greater than $150,000,
the Offeror shall describe the outreach and subcontracting plan it will use, if
awarded the contract, to provide Oregon MWESB certified firms an equal
opportunity to perform any subcontracts under the contract. The plan must be
realistic and based on Offeror’s successful past experience. If Offeror has no
previous outreach experience, the Offeror shall describe the outreach plan it
intends to use if awarded the contract.
The Offeror must include the following in its plan:
i. A description of the steps that the Offeror will take to solicit MWESB participation;
ii. A description of the mentoring, technical or other business development assistance
the Offeror will provide to subcontractors needing or requesting such services.
If awarded the contract, the Offeror must accept, as contract performance obligations,
the outreach and subcontracting plan described in this section. If certified firms are
unavailable for type of work to be performed, please indicate in this section.
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
_____________________________________________
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Company Name:
___________________________________________________________________
___
Authorized Signature: ____________________________________________________
Date: ___/___/___
Name of Authorized Representative:
_________________________________________________________
Title:
______________________________________________________________________
Regarding Section 2.1.7, References, provide at least three (3) customer
references with telephone numbers (please verify numbers) for the organization.
Customer references shall be able to describe and verify the quality of your Services
and customer service.
Customer Reference #1
Business Name________________________________________
Contact Name_________________________________________
Business Address______________________________________
Contact Phone Number__________________________________
Customer Reference #2
Business Name________________________________________
Contact Name_________________________________________
Business Address______________________________________
Contact Phone Number__________________________________
Customer Reference #3
Business Name________________________________________
Contact Name_________________________________________
Business Address______________________________________
Contact Phone Number__________________________________
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Line Description Price 1
ACETIC ACID TUBE, 5/a
2
ACETONE TUBE 10/BOX
3
ACETONE TUBE, 100-12,000PPM
4
ACETYLENE TUBE, 0.05 - 4 % VOL
5
ACRYLONITRILE 0.5/a, 0.5 - 20 PPM
6
ALK BATT PACK FOR MR2000
7
AMINES 5-100PPM 10/BX
8
AMMONIA 2A 2-30PPM
9
AMMONIA 5B 2.5-100PPM
10
AMMONIA DETECTOR TUBE .5-78PPM, 10/BOX
11
AMMONIA HIGH RANGE, 0.2 - 32%, 10/BOX
12
AMMONIA MID RANGE TUBE, 10/BOX
13
AMMONIA TUBE SEI, 5-700 PPM
14
BENZENE (SPECIFIC) 2 - 312 PPM
15
BENZENE 0.5A .5-10PPM
16
BENZENE 2/A 2-50PPM
17
CALIBRATE TO FACTORY SPECIFICATION.
18
CARBON DIOXIDE CHIP, 200 - 3000 PPM
19
CARBON MONOXIDE L.R. 5-2000PPM 10/BX
20
CDS SET I
21
CDS SET V
22
CHLORINE 0.3B
23
CHLORINE 50-500PPM
24
CHLORINE DETECTOR TUBE, LOW RANGE
25
CHLORINE HIGH RANGE TUBE, 10/BOX
26
CHLOROFORM 2/a TUBE, 2 - 10 PPM
27
CL2 DETECTOR TUBE, DRAEGER 10/BOX
28
CMS CHIP HYDROCHLORIC ACID 20-500PPM
29
CMS CHIP, ETHANOL, 100 - 2500 PPM
30
CMS CHIP, PERCHLOROETHYLENE, 5.0 - 150 PPM
31
CMS CHIP, PROPANE, 100 - 2000 PPM
32
CMS CHIP, TRICHLOROETHYLENE, 5.0 - 100 PPM
33
CMS CHIP, VINYL CHLORIDE, 0.30 - 10.0 PPM
34
CO LOW RANGE (SEI) 10/BX 8-1000PPM
35
CO2 (SEI) L.R. .13-6.0% 10/BX
36
CO2 TUBES 1-20% VOL
37
CYANIDE 2/A 2-15 MG/M3
38
DEMAND FLOW REGULATOR, MALE 34/58LTR CYLINDERS
39
DOT HAZMAT CHARGES
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40
DRAGER TUBE MERCAPTAN0.1/a, 0.1-15 PPM
41
DRAGER TUBE TOLUENE DIISOCYANATE 0.02/A, 0.02-0.2 PPM
42
ETHYL ACETATE 200/A 200-3000PPM
43
ETHYL ACETATE L.R. 25-800 PPM 10/BX, HYDROGEN CHLORIDE SEI
44
ETHYLENE OXIDE 25/A 25-500PPM
45
ETHYLENE TUBE 50/a, 50-2500PPM
46
FORMALDEHYDE TUBES, 0.2a, .2-5 PPM
47
GASOLINE TUBES .015-1.2% 10/BX
48
H2S EXTRA LOW RANGE .025-120PPM 10/BX
49
H2S SENSOR FOR iTX
50
HAZMAT SIMULTEST I
51
HAZMAT SIMULTEST II
52
HAZMAT SIMULTEST III
53
HC HYDROCARBON 90-2700PPM
54
HCL ACID 50-5000PPM
55
HCL LR , 10/BOX
56
HCL MID RANGE , 10/BOX
57
HF DETECTOR TUBE, 10/BOX, 0.25 - 100PPM
58
HYD PEROXIDE .1-3PPM
59
HYDROCARBON LOW CLASS DUAL TUBE 9 TESTS
60
HYDROCARBONS, PETROLEUM .5-28MG/L 10/BX
61
HYDROCHLORIC ACID TUBES, 1-10 PPM
62
HYDROGEN CYANIDE DETECTOR TUBE, 10/BOX
63
HYDROGEN FLORIDE 0.5A .5-90PPM
64
HYDROGEN PEROXIDE CMS .20-2PPM
65
HYDROGEN SULFIDE/SULFUR DIOXIDE TUBE
66
HYDROGEN TUBES, 0.2-2%VOL
67
ISC MIX PENTANE 25% LEL, 100PPM CO, 19% O2. 103 LTRS 1000PSI
68
ISC QUAD, 25PPM H2S, 100PPM CO, 25% LEL PENTANE, 19% O2, BAL N2
69
ISC TRI 25%LEL PENTANE, 100PPM CO, 19%O2BAL AIR
70
ISOBUTYLENE 100 PPM/AIR
71
ISOBUTYLENE 100PPM/AIR 34LTRS
72
ISOBUTYLENE 250 PPM/AIR 103LTR
73
iTX/VX500 SPARE LI-ON BATT.
74
LEL SENSOR FOR ITX
75
MEK TUBE .02-.6% 10/BX
76
MERCURY TUBES, 0.05-2 MG/M3
77
NIMH BATT FOR MR2000
78
NITRIC ACID 1-50PPM
79
O2 SENSOR (SMALL) FOR iTX
80
O2 SENSOR FOR M40
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81
ORGANIC ARSENIC COMPOUNDS $ ARSINE
82
OXYGEN TUBES, 10/BX, 3 - 24 %
83
OZONE LOW RANGE, 10/BX
84
OZONE M.R. 4-400PPM 10/BX
85
PHOSGENE .05-20PPM 10/BX
86
PHOSGENE TUBES, 0.25-15 PPM
87
PHOSPHINE LOW RANGE .15-5 PPM 10/BX
88
PHOSPHINE XLOW RANGE TUBE, 10/BX
89
PND PLUG PATTIE 10OZ
90
POLYTEC (TOTAL ORGANICS)
91
POLYTEC IV (RAINBOW)
92
PROPANE TUBE, 0.02 - 0.8 % VOL
93
RAE QUAD 58LTR 50% LEL CH4, 50 PPM CO, 10PPM H2S, 18% O2
94
REGULATOR GUAGE
95
SHIPPING AND HANDLING
96
SINGLE UNIT COMPACT CHARGER, 120 VAC FOR ITX
97
SO2 1/A 1-25PPM
98
SO2 L.R. .05-10PPM 10/BX
99
SO2 L.R. 1.25-200PPM 10/BX
100
STODDARD SOLVENT TUBES, 10/BOX
101
SULFURIC ACID 1-5MG/M3
102
TELESCOPIC PROBE W/VITON SAMPLING HOSE. FOR CMS
103
TOLUENE TUBES, 5-300 PPM
104
TRIMIX 100PPM CO/25%LEL PENT/18%02
105
UNIVERSAL 120V CHARGER, M40
106
VINYL CHLORIDE 0.5b TUBE, 0.5 - 25 PPM
107
VINYL CHLORIDE 100/a
*Proposer may be asked to provide a discount for catalog supplies and services that are
not listed above during contract negosiations.*
Evaluation Criteria for RFP Section 2.2
(Evaluation questions will be worth 10 points per question):
Question #1
What is your ability to process a supply order? Please provide turnaround time once an
order is placed, until it is received.
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Question #2
How do you plan on tracking our existing items using our State asset ID#’s?
Describe how your invoices will reflect services and purchases by multiply team
members.
Question #3
What customer services plans are in place to ensure customers are satisfied?
Question #4
Describe how you handle radiation monitor repairs and service?
Question #5
Please describe how you will provide technical quality assurance to team members?
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Representations, Attestations, and Certifications: The undersigned further
acknowledges, attests and certifies individually and on behalf of the Proposer that:
1.
No attempt has been made or shall be made by the Proposer to induce any other
person or organization to submit or not submit a Proposal.
2.
Information and prices included in this Proposal shall remain valid for one hundred
and twenty (120) days after the proposal due date or until an agreement is
approved, whichever comes first.
3.
The undersigned recognizes that this is a public document and open to public
inspection.
4.
The Proposer acknowledges receipt of all Addenda issued under this RFP.
5.
Proposer does not discriminate in its employment practices with regard to race,
creed, age, religious affiliation, sex, disability, sexual orientation or national origin,
nor has Proposer or will Proposer discriminate against a subcontractor in the
awarding of a subcontract because the subcontractor is a minority, women or
emerging small business enterprise certified under ORS 200.055.
6.
Affirmative Action Program: OSP is an equal-employment-opportunity employer
and value diversity in its work force. OSP requires its Contractors to have an
operating policy as an equal employment opportunity employer. Firms of fifty (50)
people or less do not need to have a formal equal employment opportunity
program, but shall have an operating policy supporting equal employment
opportunity. ________________________ (Name of Firm) has an operating policy
supporting equal employment opportunity. Firms of 50 people or more shall also
have a formal equal employment opportunity program.
Yes
No Does your firm have 50 or more employees?
Yes
No Does your firm have a formal equal employment opportunity
program?
Yes
No This Proposal has been printed on recycled paper.
7.
The Proposer, acting through its authorized representative, has read and
understands all RFP instructions, specifications, and terms and conditions
contained within this RFP and all Addenda, if any;
8.
The Proposer agrees to and shall comply with, all requirements, specifications and
terms and conditions contained within this RFP, including all Addenda, if any;
9.
The Proposal submitted is in response to the specific language contained in this
RFP, and Proposer has made no assumptions based upon either (a) verbal or
written statements not contained in this RFP, or (b) any previously-issued RFP, if
any.
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10. The Proposer agrees that if awarded the Contract, Proposer shall be authorized to
do business in the State of Oregon at the time of the award;
11. OSP shall not be liable for any claims or be subject to any defenses asserted by
Proposer based upon, resulting from, or related to, Proposer's failure to
comprehend all requirements of this RFP.
12. OSP shall not be liable for any expenses incurred by Proposer in either preparing
or submitting its Proposal, or in participating in the proposal evaluation/selection or
Agreement negotiation process, if any.
13. Recycled Products Certification
Vendors must use recyclable products to the maximum extent economically
feasible in the performance of the services.
Authorized agencies must use, or require persons with whom they contract with to
use in the performance of services, to the maximum extent economically feasible,
recycled paper products as well as other recycled plastic resin products. (ORS
279B.270(1)(e)).
“Recycled paper” means a paper product with not less than fifty percent of its fiber
weight consisting of secondary waste materials; or twenty-five percent of its fiber
weight consisting of post-consumer waste. (ORS 279A.010(1)(g)).
ORS 279A.010 (1) (ii) states: "'Recycled product' means all materials, goods and
supplies, not less than 50 percent of the total weight of which consists of
secondary and post-consumer waste with not less than 10 percent of total weight
consisting of post-consumer waste. 'Recycled product' also includes any product
that could have been disposed of as a solid waste, having completed its life cycle
as a consumer item, but otherwise is refurbished for reuse without substantial
alteration of the product's form."
ORS 279A.010(1)(u) states: "'Post-consumer waste' means a finished material
which would normally be disposed of as solid waste, having completed its life cycle
as a consumer item. 'Post-consumer waste' does not include manufacturing
waste."
ORS 279A.010(1)(jj) states: "'Secondary waste materials' means fragments of
products or finished products of a manufacturing process which has converted a
virgin resource into a commodity of real economic value, and includes postconsumer waste, but does not include excess virgin resources of the
manufacturing process. For paper, 'secondary waste materials' does not include
fibrous waste generated during the manufacturing process such as fibers
recovered from waste water or trimmings of paper machine rolls, mill broke, wood
slabs, chips, sawdust, or other wood residue from a manufacturing process."
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I, the undersigned duly authorized representative of the Proposer, hereby certify
that the products, if any, offered in this Proposal contain the following minimum
percentages:
a) ____ % (recycled product as defined in ORS 279A.010 (1)(ii)
b) ____ % (post-consumer waste as defined in ORS 279A.010 (1)(u)
c) ____ % (secondary waste materials as defined in ORS 279A.010 (1)(jj)
It is the Proposer's responsibility to provide additional signed copies of the
Certification of Compliance for each item which contains a different percentage of
recycled materials than listed above.
14. Office of Foreign Assets Control and US Department of State: Proposer and
Proposer’s employees and agents are not included on:
a) the list entitled “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; or
b) the list entitled “Current List of Designated Foreign Terrorist Organizations of the
US Department of State” and currently found at
http://www.state.gov/s/ct/rls/fs/37191.htm.
15. The signatory of this Proposal Cover Sheet is a duly authorized representative of
the Proposer, has been authorized by Proposer to make all representations,
attestations, and certifications contained in this Proposal document and all
Addenda, if any, issued, and to execute this Proposal document on behalf of
Proposer.
16. By signature below, the undersigned Authorized Representative hereby certifies
on behalf of Proposer that all contents of this Proposal Cover Sheet and the
submitted Proposal are truthful, complete and accurate. Failure to provide
information required by this RFP may ultimately result in rejection of the Proposal.
THIS PROPOSAL MUST BE SIGNED IN BLUE OR BLACK INK BY AN AUTHORIZED
REPRESENTATIVE OF PROPOSER. ANY ALTERATIONS OR ERASURES TO THE
OFFER SHALL BE INITIALED IN INK BY THE AUTHORIZED REPRESENTATIVE.
SIGNATURE OF PROPOSER'S DULY AUTHORIZED REPRESENTATIVE FOR ALL
SECTIONS:
Business Name: _______________________________________________
Address: ____________________________________________________
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Signature of Contractor representative:
___________________________________________
Print Name:
__________________________________________________________________
Title:
__________________________________________________________________
FEIN ID# or SSN# (required): _______________________________________
Contact Person (Type or Print):
___________________________________________________
Telephone Number: (___) _____________________
Fax Number: (___) __________________________
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ATTACHMENT B (“Sample Contract”)
PRICE AGREEMENT # XXX-XXX-14
BETWEEN THE
STATE OF OREGON,
ACTING BY AND THROUGH ITS
DEPARTMENT OF STATE POLICE, (“OSP” or “Agency”)
AND
______________________________
("Contractor")
Contact Information for Oregon Department of State Police
Julie Curry, Contracts and Procurement Specialist
4760 Portland Road NE
Salem, OR 97305
Phone: (503) 378-2363
Fax: (503) 378-4190
julie.curry@state.or.us
Contact Information for Contractor
VENDOR NAME ____________________________
CONTACT NAME ____________________________
STREET ______________________________________
CITY, STATE, ZIP ___________________________
PHONE ___________________________
EMAIL __________________________________
FAX __________________
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Table of Contents
SECTION 1 - DEFINITIONS
SECTION 2 - PRICE AGREEMENT TERMS AND CONDITIONS
SECTION 3 – STANDARD CONTRACT TERMS AND CONDITIONS
SECTION 4 - SPECIAL CONTRACT TERMS AND CONDITIONS
SECTION 5 - INSURANCE REQUIREMENTS
SECTION 6 - SPECIFICATIONS
SECTION 7 - PRICING
SECTION 8 - CERTIFICATION OF COMPLIANCE WITH TAX LAWS
SECTION 9 - CERTIFICATION OF COMPLIANCE WITH NONDISCRIMINATION
LAWS
SECTION 10 - CONTRACTOR'S SIGNATURE PAGE -SECTION
SECTION 11 - AWARD AND STATE SIGNATURE PAGE
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PRICE AGREEMENT
This Price Agreement is between the State of Oregon, acting by and through its Oregon
Department of State Police ("OSP" or “Agency”) and the undersigned ("Contractor").
RECITALS
A. OSP issued RFP #257-1704-14 seeking Bids from qualified and responsible vendors
to provide Goods, described in Sections 6 and 7 of this Price Agreement; and
B. Contractor submitted a Bid in response to the RFP offering to provide the Service as
set forth in Section 6, at the price set forth in Section 7, pursuant to the terms and
conditions set forth herein; and
C. OSP, by its execution of Section 11 hereof, has awarded Contractor a Price
Agreement for the Services and Prices as set forth in Sections 6 and 7 of the RFP.
AGREEMENT
In consideration of the foregoing recitals and subject to the covenants, terms and
conditions set forth below Contractor agrees to sell and OSP agrees to purchase the
Services described herein.
SECTION 1 – DEFINITIONS
Agency: means the Oregon Department of State Police (“OSP”) who has entered into
this Price Agreement for the purchase of the Goods.
Contract: means the entire agreement between OSP and Contractor consisting of this
Price Agreement, including any addenda and amendments, and a signed Purchase
Order.
Goods: means the individual items and related Services described in Sections 6.
F.O.B:has the meaning found in ORS 72.3190.
Price Agreement: means the agreement between the Contractor and the State under
which the Contractor agrees to hold prices, terms, and conditions firm for a specified
period of time for the benefit of OSP.
Purchase Order or Order: means the documentation, including but not limited to
purchase orders, delivery orders and notices to proceed that are submitted to
Contractor by OSP or Agency initiating the purchase and delivery of Goods under this
Price Agreement.
Services: means the services, if any, described in Sections 6 and 7 to be performed by
Contractor under the Price Agreement that are incidental to the purchase of Goods.
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Specifications: means the specific attributes of the Goods to be purchased or Services
to be performed, if any as described in Section 6.
Standard: means everything related to the Goods that the manufacturer or Contractor
offers to the general public during the applicable model year as standard.
State: means the State of Oregon and its boards, commissions, departments,
institutions, branches, and agencies.
State Agency or “State Agencies”: means boards, commissions, departments, or
agencies of the State of Oregon, whose costs are paid, in whole or in part from funds
held in the State Treasury.
UCC: means the Uniform Commercial Code as set forth in ORS chapters 71 and 72.
SECTION 2 – PRICE AGREEMENT TERMS AND CONDITIONS
2.1
PRICE ADJUSTMENTS:
2.1.1 PRICE INCREASES: Contractor may seek a Unit price increase reflecting
increased operating or raw material costs or both (“Production Costs”) by
submitting a written request to the OSP, including all appropriate
supporting price documentation. If approved, the Unit price increase shall
be firm for the duration of the Term until another Production Cost increase
is requested and approved. Provided, however, no more than one Unit
price increase shall be allowed during any twelve-month period.
2.1.1.1 The maximum percentage increase based upon increased
Production Costs shall not exceed the percentage of increase in
manufacturer’s then current list price over the prior year’s list price.
2.1.1.2 The OSP reserves the right in its sole discretion to determine
whether to agree to a price increase. It further reserves the right to
require additional documentation, or to independently verify the basis
for and validity of any proposed price increase utilizing its internal price
review and analysis protocols. The OSP may accept or reject a
requested increase or offer a lesser amount.
2.1.1.3 In the event the OSP counter offers or rejects the requested price
increase, Contractor may elect to accept the price increase under
those conditions, or allow the OSP to terminate the Price Agreement
under section 2.6. However, Contractor has no right to receive, or
claim for failure to receive, a price increase.
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2.1.2 PRICE DECREASE: OSP shall be given the immediate benefit of any
price decrease. Contractor shall promptly notify OSP 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 OSP’s purchase order was written.
2.1.2 Should such decreased prices again increase during the term of the
Contract, including extensions, OSP shall honor the increase if
acceptable documentation verifying the increase is submitted to OSP.
OSP shall determine what constitutes acceptable documentation.
2.2
Fixed Terms, Conditions and Prices.
2.2.1 A Price Agreement constitutes a firm offer by the Contractor regardless of
whether any order or purchase has been made or any performance has
been tendered under the Price Agreement.
2.2.2 A Price Agreement is enforceable for the period stated in the Price
Agreement and, notwithstanding ORS 72.2050, obligations there under
are not revocable by the contractor. ORS 279B.140.
2.3
TERM OF PRICE AGREEMENT; MAXIMUM NOT TO EXCEED AMOUNT:
The initial term of the Price Agreement shall be for two (2) years, beginning
on the date the Price Agreement is signed by OSP ("Initial Term"). Upon
concurrence of the parties, the Price Agreement may be extended for
additional terms ("Extension Terms"); provided, however, that the maximum
duration, including all extensions, shall not-exceed ten (10) years. The
maximum not-to-exceed amount of the Price Agreement, including any
extensions or amendments, is $150,000.
2.4
EXTENSIONS. OSP shall notify Contractor in writing if OSP intends to
extend the Price Agreement (“Renewal Notice”) at least thirty (30) days prior
to the expiration of the then current term. If Contractor consents to the
extension, it shall sign and return the Renewal Notice to OSP within the time
period specified therein. If the Contractor does not consent, the Price
Agreement shall expire according to its terms and conditions, unless earlier
terminated.
2.5
ONE MONTH EXTENSION OPTION. Notwithstanding the foregoing, OSP
reserves the right in its sole discretion to extend the Price Agreement for a
maximum of one (1) calendar month beyond the end of any term. OSP shall
notify Contractor in writing of the one (1) calendar month extension prior to
the expiration of the then current term. Consecutive one-month extensions
obtained under this Section are not allowed.
2.6
TERMINATION.
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2.6.1 OSP and Contractor may terminate the Price Agreement at any time by
mutual written consent.
2.6.2 OSP may, at its sole discretion, terminate the Price Agreement upon thirty
(30) days written notice to Contractor including for the reasons set forth in
ORS 279B.140.
2.6.3 OSP may terminate the Price Agreement if Contractor is in default under
any Contract.
2.7
PURCHASE ORDERS: Contractor shall only accept purchase orders that:
(a) contain the mandatory purchase order language set forth in Section 2.7.1,
below, (b) specify the quantity of Goods ordered; (c) specify a delivery
schedule, if any; (d) specify delivery location; (e) specify invoicing address;
and (f) specify OSP’s authorized representative (“Purchase Order”).
Contractor shall only accept Purchase Orders that do not vary, amend,
modify, or add Contract provisions other than changes to the OSP’s
authorized representative, identification of Goods and order quantities,
optional Services, equipment and accessories offered under the terms of the
Price Agreement, delivery schedules in accordance with the terms of the
Price Agreement, delivery destination and invoicing address. Each such
Purchase Order Contractor accepts shall create a separate Contract between
the parties, enforceable in accordance with the terms thereof and
independent of all other such Contracts.
2.7.1 MANDATORY PURCHASE ORDER LANGUAGE:
THIS PURCHASE IS SUBMITTED PURSUANT TO STATE OF OREGON
PRICE AGREEMENT #257-1704-14.
THE PRICE AGREEMENT
INCLUDING CONTRACT TERMS AND CONDITIONS AND SPECIAL
CONTRACT TERMS AND CONDITIONS (T'S & C'S) CONTAINED IN
THE PRICE AGREEMENT ARE HEREBY INCORPORATED BY
REFERENCE AND SHALL APPLY TO THIS PURCHASE AND SHALL
TAKE PRECEDENCE OVER ALL OTHER CONFLICTING T'S AND C'S,
EXPRESS OR IMPLIED.
2.7.2
Notwithstanding any other provision of this Price Agreement, in the
event that OSP uses a credit card to pay for an order, an OSP generated
Purchase Order is not a necessary document to the transaction. In lieu of
a Purchase Order document, a Contractor order acknowledgement
document will become a part of the Contract. However, in no event will an
order acknowledgement, web order page or other Contractor generated
document used to acknowledge the order such modify or provide
additional terms and conditions of this Contract.
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2.7.3 In the event a court of competent jurisdiction determines that a Purchase
Order constitutes an offer rather than an acceptance, then acceptance by
Contractor shall be limited to the terms and conditions of the Contract as
set forth in this Price Agreement.
2.8
RESTRICTIONS: Contractor shall be responsible for maintaining a listing of the
current State of Oregon issued Price Agreements, to include any Price Agreements for
similar products with differing delivery specifications than those stipulated under this
Price Agreement.
2.9
TRAVEL: Travel expenses incurred by the Contractor shall not be reimbursed to
the Contractor by OSP.
SECTION 3 – STANDARD CONTRACT TERMS AND CONDITIONS
3.1 ORDER OF PRECEDENCE: The printed terms and conditions set out in this
Section 3 are the Standard Terms and Conditions for State of Oregon contracts for
Goods. OSP may also provide Special Contract Terms and Conditions in Section 4,
which apply only to this Contract. Whenever possible, all terms and conditions are to be
harmonized. In the event of a conflict between the Standard and Special Contract
Terms and Conditions, the Special Contract Terms and Conditions take precedence,
except in the event the Standard term in question is required by law. In the event of any
other conflict, the Contract will be interpreted in the following order of precedence:
3.1.1 amendments;
3.1.2 the Special Contract Terms and Conditions, Section 4;
3.1.3 Specifications, Section 6;
3.1.4 Standard Contract Terms and Conditions, this Section 3; and
3.1.5 Price Agreement Terms and Conditions, Section 2.
3.2 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. Payment is due to Contractor by Agency within thirty (30) days after
acceptance of Goods by Agency and receipt of Contractor’s invoice containing all of the
elements required per Section 3.5.
3.3 OVERDUE CHARGES: At Contractor's option, it may assess overdue account
charges, in accordance with the provisions of ORS 293.462(3), 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).
3.4 PAYMENT ADDRESS: Payment shall be sent to Contractor at the address
specified in the invoice.
3.5 INVOICES: Contractor shall invoice Agency upon acceptance by Agency of the
entire order. Invoices shall be sent to the “Bill To” specified in the Purchase Order.
Contractor shall include in its invoice:
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3.5.1 Price Agreement #,
3.5.2 Purchase Order #,
3.5.3 Goods ordered
3.5.4 volume or quantity of Goods delivered,
3.5.5 price per item or quantity of Goods,
3.5.6 total amount due, and
3.5.7 address to which payment is to be sent.
3.6 MOST FAVORABLE PRICES AND TERMS: Contractor represents and warrants
that all prices, terms and benefits offered by Contractor under this Price Agreement 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.
3.6.1 Should Contractor, during the term of the Price Agreement, 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 Price Agreement shall thereupon be deemed amended to provide the
same price or prices, terms and benefits to the State. This provision applies to
comparable goods and services, 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.
3.6.2 Section 3.6.1 does not apply to donations of Goods to charitable, nonprofit or
government entities, if the donations are recognized as such and are deductible
under the federal Internal Revenue Code. Such donations shall not be considered
contracts, agreements, sales or arrangements with other government units or
commercial customers subject to the application of section 3.6.1.
3.7 INSPECTIONS/ACCEPTANCE: The Agency shall have ten (10) calendar days from
date of delivery within which to inspect and accept or reject the Goods received. If the
Goods are rejected, the Agency shall provide Contractor with written notification of
rejection. Notice of rejection shall include itemization of apparent defects, including but
not limited to (i) discrepancies between the Goods 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). Notice of rejection shall also indicate whether cure will be
allowed.
3.7.1 CURE: The Agency may permit Contractor to deliver substitute Goods that
comply with the Price Agreement specifications and warranties. The Contractor
shall deliver substitute conforming Goods within fourteen (14) calendar days of
receipt of notice of rejection and opportunity to cure. Failure to complete cure within
the fourteen (14) calendar-day period shall constitute material default.
3.7.2 REMOVAL/REIMBURSEMENT: If the Goods are rejected or acceptance is
revoked, the Contractor shall refund any Contract payments that have been made
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with regard to the Goods, and shall (at Contractor's sole cost and expense) remove
the Goods within seven (7) calendar days of receiving notice of rejection or
revocation of acceptance.
Nothing contained in this Section 2.7 precludes OSP from other remedies to which it
may be entitled upon rejection or revocation of acceptance.
3.8 REPRESENTATIONS; WARRANTIES:
3.8.1 AUTHORITY; BINDING OBLIGATION: Contractor represents and warrants
that Contractor has the power and authority to enter into and perform the Price
Agreement and that the Price Agreement, when executed and delivered, is a valid
and binding obligation of Contractor enforceable in accordance with its terms.
3.8.2 WARRANTY ON MATERIALS, DESIGN, MANUFACTURE: Contractor
represents and warrants that 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 manufacturer’s warranty period. Contractor
further represents and warrants that all Goods are in compliance with and meet or
exceed all Specifications set forth in section 6, Specifications.
3.8.3 WARRANTY ON SERVICE STANDARDS: Contractor represents and warrants
that all Services, if any, shall be performed in a good and workmanlike manner, and
in the event that such Services are covered by professional or industry standards
then the Services shall be performed according to the highest applicable
professional and/or industry standards.
3.8.4 WARRANTY OF TITLE: Contractor represents and warrants that 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 Agency hereunder.
3.8.5 WARRANTY ON SAFETY AND HEALTH REQUIREMENTS: Contractor
represents and warrants that Goods provided under this Price Agreement comply
with all applicable federal health and safety standards, including but not limited to,
Occupational Safety and Health Administration (OSHA), State and Federal Motor
Vehicle Safety Standards, and all Oregon safety and health requirements, including,
but not limited to, those of the State Workers' Compensation Division.
3.8.6 WARRANTIES CUMULATIVE: The warranties set forth in this section are in
addition to, and not in lieu of, any other warranties provided in this Contract. All
warranties provided in the Price Agreement shall be cumulative, and shall be
interpreted expansively so as to afford Agency the broadest warranty protection
available.
3.8.7 MANUFACTURER WARRANTIES: Contractor shall have all manufacturer
warranties covering the Goods and component parts, if any, transferred to the
Agency at time of delivery at no charge.
3.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:
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3.9.1 Contractor shall comply with all federal, state and local laws, regulations,
executive orders and ordinances applicable to the Contract. Without limiting the
generality of the foregoing, Contractor expressly agrees to comply with the following
laws, regulations and executive orders to the extent they are applicable to the
Contract: (i) Titles VI and VII of Civil Rights Act of 1964, as amended; (ii) Sections
503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with
Disabilities Act of 1990, as amended; (iv) Executive Order 11246, as amended; (v)
The Age Discrimination in Employment Act of 1967, as amended, and the Age
Discrimination Act of 1975, as amended; (vi) The Vietnam Era Veterans'
Readjustment Assistance Act of 1974, as amended; (vii) ORS Chapter 659, as
amended; (viii) all regulations and administrative rules established pursuant to the
foregoing laws; (ix) all other applicable requirements of federal and state civil rights
and rehabilitation statutes, rules and regulations; and (x) all federal and state laws
governing the handling, processing, packaging, storage, labeling, and delivery of
food products, if applicable. All laws, regulations and executive orders applicable to
the Price Agreement are incorporated by reference where so required by law. The
State's' performance is conditioned upon Contractor's compliance with ORS
279B.220, 279B.225, 279B.230, 279B.235, and 279B.270, as applicable, the terms
of which are incorporated by reference into such Contracts.
3.9.2 RECYCLED PRODUCTS: Contractor shall use recycled and recyclable
products to the maximum extent economically feasible in the performance of the
Contract. These products shall include recycled paper (as defined in ORS 279A.010
(1)(gg), recycled PETE products (as defined in ORS 279A.010(1)(hh), other recycled
products(as “recycled product” is defined in ORS 279A.010(1)(ii), and other recycled
plastic resin products.
3.9.3 In the event of a conflict between the Specifications and applicable federal or
State laws, the federal or State laws shall prevail. Provided, however, in the event
any conflict is based solely upon minimum standards, such as quality or safety, the
higher or more stringent standard shall apply. Contractor shall be responsible for
making any modifications required to achieve compliance with the required laws and
standards. Contractor shall notify Agency of any such required modifications upon
receipt of knowledge or notification of such.
3.9.4 In the event any Good or component part is recalled by a regulatory body or
the manufacturer, or discovered by Contractor not to be in compliance with the
applicable standards, Contractor shall immediately notify the Agency of the recall or
non-compliance, and shall provide copies of the notice or other documentation.
OSP may elect to (a) cancel any portion of the Contract, (b) reject the Goods, (c)
revoke its acceptance of the Goods, or (d) terminate the Price Agreement in whole
or in part, based upon such recall or non-compliance. 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 payments made.
3.10 FOREIGN CONTRACTOR: If Contractor is not registered to do business in the
State, Contractor shall promptly register with the OREGON SECRETARY OF STATE
CORPORATION DIVISION. Agency shall be entitled to withhold final payment under
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the Price Agreement until Contractor has met this requirement. Vendors can register via
the internet at: http://www.sos.state.or.us/corporation/
3.11 MATERIAL SAFETY DATA SHEET: Contractor shall provide the Agency at time
of delivery of the Goods with a Material Safety Data Sheet as defined by the
Occupational Safety and Health Administration (OSHA) for any Goods provided under
the Price 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.
3.12 TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence for
Contractor's performance obligations under the Contract.
3.13 FORCE MAJEURE: Neither Agency nor Contractor shall be held responsible for
delay or default caused by fire, riot, acts of God, terrorism, 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
the Contract. Agency may terminate the Price Agreement upon written notice after
reasonably determining that such delay or default will likely prevent successful
performance of the Contract.
3.14 INSURANCE: Contractor shall obtain prior to performing under the Contract, and
maintain during the term of the Price Agreement (including all warranty periods), the
insurance required under Section 5. With regard to workers' compensation insurance,
all employers, including Contractor, that employ subject workers who work under the
Price Agreement in the State of Oregon shall comply with ORS 656.017 and provide the
required workers' compensation coverage, unless such employers are exempt under
ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors, if
any, complies with these requirements.
3.15 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: Agency represents that it
has sufficient funds available and authorized within its biennial appropriation or
limitation to finance the cost of purchases under the Price Agreement prior to the end of
the current biennium. Contractor understands and agrees that Agency's payment of
amounts under the Price Agreement attributable to purchases made after the last day of
the current biennium is contingent on Agency's receiving from the Oregon Legislative
Assembly appropriations, limitations, or other expenditure authority sufficient to allow
Agency, in the exercise of its reasonable administrative discretion, to continue to make
payments under the Contract.
3.16 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND
WITHHOLDING:
3.16.1 Contractor shall perform all Services as an independent Contractor. Although
Agency reserves the right (i) to determine (and modify) the delivery schedule for the
Goods to be delivered and Services to be performed and (ii) to evaluate the quality
of the completed performance, Agency cannot and will not control the means or
manner of Contractor's performance. Contractor is responsible for determining the
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appropriate means and manner of performing any Services called for under this
Contract.
3.16.2 If Contractor is currently performing work for the State of Oregon or the
federal government, Contractor by signature to this Price Agreement declares and
certifies that:
Contractor's performance of this Price Agreement creates no potential or actual
conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's
employing agency (state or federal) would prohibit Contractor's performance of this
Contract.
Contractor is not an "officer," "employee," or "agent" as those terms are used
in ORS 30.265 of the State or Agency.
3.16.3 Contractor shall be responsible for all federal and state taxes applicable to
compensation or payments paid to Contractor under this Price Agreement 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.
3.17 INDEMNIFICATION:
3.17.1 CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND
INDEMNIFY THE STATE 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 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. AGENCY SHALL PROMPTLY NOTIFY
CONTRACTOR IN WRITING OF ANY CLAIM OF WHICH AGENCY 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, THE STATE, OR THEIR AGENTS,
OFFICIALS OR EMPLOYEES, OR (II) AGENCY'S MODIFICATION OF GOODS
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WITHOUT CONTRACTOR'S APPROVAL AND IN A MANNER INCONSISTENT
WITH THE PURPOSE AND PROPER USAGE OF SUCH GOODS.
3.17.2 PROVIDED, 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
AND/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 AND/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/OR THAT OF ITS OFFICERS,
EMPLOYEES, OR AGENTS UNDER (I) AND (II) ABOVE.
3.18 EVENTS OF DEFAULT:
3.18.1 Default by Contractor. Contractor shall be in default under this Price
Agreement if:
3.18.1.1 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; or
3.18.1.2 Contractor no longer holds a license or certificate that is required for
Contractor to perform its obligations under this Price Agreement and Contractor
has not obtained such license or certificate within ten (10) business days after
delivery of Agency’s notice of default or such longer period as Agency may
specify in such notice; or
3.18.1.3 Contractor commits any material breach or default of any covenant,
warranty, obligation or certification under this Contract, and such breach, default
or failure is not cured within ten (10) business days after delivery of Agency’s
notice of default or such longer period as Agency may specify in such notice.
3.18.2 Default by Agency. Agency shall be in default under this Price Agreement if:
3.18.2.1 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 of default or such longer period as Contractor may
specify in such notice; or
3.18.2.2 Agency commits any material breach or default of any covenant,
warranty, or obligation under this Contract, fails to perform its commitments
hereunder within the time specified or any extension thereof, and Agency fails to
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cure such failure within ten (10) business days after delivery of Contractor's
notice of default or such longer period as Contractor may specify in such notice.
3.19 REMEDIES:
3.19.1 State's Remedies. In the event Contractor is in default under Section 3.18.1,
in addition to the remedies afforded elsewhere herein, Agency, shall be entitled to
recover for any and all damages suffered as the result of Contractor's breach of
Contract, 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 Price Agreement and at
law or in equity, including, but not limited to:
3.19.1.1 Termination of this Price Agreement under Section 3.21.2;
3.19.1.2 Withholding all monies due invoiced for Goods and Services that
Contractor is obligated but has failed to deliver or perform within any scheduled
completion dates or has performed inadequately or defectively;
3.19.1.3 Initiation of an action or proceeding for damages, specific performance,
declaratory or injunctive relief;
3.19.1.4 Exercise of its right of setoff, and withholding of monies otherwise due
and owing in an amount equal to Agency’s setoff, without penalty;
3.19.1.5 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. If it is determined for any
reason that Contractor was not in default under Sections 3.18.1, the rights and
obligations of the parties shall be the same as if this Price Agreement was
terminated pursuant to Section 3.21.2.1.
3.19.2 Contractor's Remedies. In the event Agency terminates the Price Agreement
for convenience under Section 3.21.2.1, or in the event Agency is in default under
Section 3.18.2 and whether or not Contractor elects to exercise its right to terminate
the Price Agreement under Section 3.21.3, Contractor's sole remedy shall be (a) A
claim against Agency for the unpaid price for any Goods delivered and accepted by
Agency (b) with respect to Services compensable on an hourly basis, a claim
against Agency for unpaid invoices, hours worked but not yet billed and authorized
expenses for Services completed and accepted by Agency (b) with respect to
deliverable-based Services, a claim against Agency for the sum designated for
completing the deliverable multiplied by the percentage of Work completed and
accepted by Agency, less previous amounts paid and any claim(s) which State 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.
3.20 ATTORNEYS' FEES: With the exception of defense costs and expenses pursuant
to 3.17, neither party shall be entitled to recover attorney's fees, court and investigative
costs, or any other fees or expenses associated with pursuing a remedy for damages
arising out of or relating to the Contract.
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3.21 TERMINATION:
3.21.1 MUTUAL CONSENT: The Price Agreement may be terminated at any time by
mutual written consent of the parties
3.21.2 AGENCY:
3.21.2.1 Agency may, at its sole discretion, terminate the Contract, for
convenience upon thirty (30) days written notice.
3.21.2.2 Agency is excused from performance and may in its sole discretion
terminate the Price Agreement 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) the Agency fails to receive funding, or appropriations,
limitations or other expenditure authority at levels sufficient to pay for the Goods
to be purchased under the Contract; or (ii) federal or state laws, regulations, or
guidelines are modified or interpreted in such a way that either the purchase of
the Goods by the Agency under the Price Agreement is prohibited, or the Agency
is prohibited from paying for such Goods from the planned funding source; or (iii)
Contractor commits any material breach of the Price Agreement. Pursuant to
this Section 3.21.2.2, upon receipt of written notice of termination, Contractor
shall stop performance under the Price Agreement as directed by Agency.
3.21.3 CONTRACTOR: Contractor may terminate the Price Agreement immediately
upon notice to Agency, or at such later date as it may establish in such notice as set
forth in Section 3.18.2.1, upon Agency's failure to pay for the Goods, in accordance
with the terms of this Contract.
3.22 ACCESS TO RECORDS: Contractor shall retain, maintain, and keep accessible all
records relevant to the Price Agreement (the "Records") for minimum of six (6) years, or
such longer period as may be required by applicable law following expiration or
termination of the Contract, or until the conclusion of any audit, controversy or litigation
arising out of or related to the Price Agreement, whichever date is later. Financial
Records shall also be kept in accordance with generally accepted accounting principles.
During the Record retention period established in this Section 3.22, the Contractor shall
permit the State, its duly authorized representatives, and the federal government access
to the Records at a reasonable time and place for purposes of examination and
copying.
3.23 NOTICES: All notices required under the Price Agreement shall be in writing and
addressed to the party's authorized representative. For the State, the authorized
representative is the contact point identified in Section 11. Contractor's authorized
representative shall be the individual identified in Section 10. Mailed notices shall be
deemed received five (5) days after post marked, when deposited, properly addressed
and prepaid, into the U.S. postal service. Faxed notices shall be deemed received upon
electronic confirmation of successful transmission to the designated fax number.
Personal delivery shall be effective upon delivery. Email notices shall be deemed
received upon electronic confirmation of message sent. If confirmation occurs outside of
a Business Day, receipt will be the first Business Day thereafter.
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3.24 PURCHASE ORDERS; ACKNOWLEDGEMENTS: The parties acknowledge and
agree that other than designation of order quantities, types of Goods, delivery
destination, and dates of order and scheduled delivery of other performance, Purchase
Orders or acknowledgement documents are simply for the convenience of the parties to
initiate or confirm an order of Goods under this Price Agreement and that no terms or
conditions contained in those documents shall be of any force or effect or be binding
upon the parties.
3.25 GOVERNING LAW: The Price Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon, without regard to principles of conflicts
of laws. To the extent not modified by the terms of this Contract, the UCC shall govern
this transaction.
3.26 VENUE; CONSENT TO JURISDICTION: Any claim, action, suit or proceeding
(collectively, "Claim") between the State and Contractor that arises from or relates to the
Price Agreement 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
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.
3.27 SURVIVAL: All rights and obligations shall cease upon termination or expiration of
this Contract, except for the rights and obligations set forth in Sections 2.1 (Price
Adjustments), 2.2 (Fixed Terms, Conditions and Prices), 2.3 (Term of Price Agreement),
2.4 (Extensions), 2.5 (One Month Extension Option), 2.6 (Termination), Sections 3.2
(Payment), 3.5 (Invoices), 3.6 (Most Favorable Prices and Terms), 3.10 (Foreign
Contractor), 3.12 (Time is of the Essence), 3.13 (Force Majeure), 3.8 (Representations
and Warranties), 3.14 (Insurance), 3.15 (Funds Available & Authorized; Payment), 3.16
(Independent Contractor Status; Responsibility for Taxes and Withholding), 3.17
(Indemnification), 3.18 (Events of Default), 3.19 (Remedies), 3.20 (Attorney's Fees),
3.21 (Termination), 3.22 (Access to Records), 3.23 (Notices), 3.25 (Governing Law),
3.26 (Venue; Consent to Jurisdiction), 3.27 (Survival), 3.28 (Severability), 3.29
(Assignment/Subcontract/Successors), 3.30 (Merger Clause; Amendment; Waiver).
3.28 SEVERABILITY: If any provision of the Price Agreement 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 Price Agreement did not contain the particular
provision held to be invalid.
3.29 ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, sell,
transfer, or subcontract rights, or delegate responsibilities under the Price Agreement, in
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whole or in part, without the prior written approval of the Agency. Further, no such
written approval shall relieve Contractor of any obligations under the Price Agreement,
and any assignee, transferee, or delegate shall be considered the agent of Contractor.
The provisions of the Price Agreement shall be binding upon, and shall inure to the
benefit the parties to the Price Agreement and their respective successors and
permitted assigns.
SECTION 4 – MERGER CLAUSE; AMENDMENT; WAIVER: The Price Agreement
constitutes the entire agreement between the parties on the subject matter thereof.
There are no understandings, agreements, or representations, oral or written, not
specified therein regarding the Price Agreement. No waiver, consent, or amendment of
terms of the Price Agreement shall bind either party unless in writing and signed by both
parties, and all necessary approvals have been obtained. Waivers and consents shall
be effective only in the specific instance and for the specific purpose given. The failure
of the State to enforce any provision of the Price Agreement shall not constitute a
waiver by the State of that or any other provision.
SECTION 5 – SPECIAL CONTRACT TERMS AND CONDITIONS
5.1 EQUIPMENT STANDARDS: Contractor must meet the highest standards prevalent
in the industry or business most closely involved in providing the Service that OSP is
purchasing under Sections 6 and 7 of this RFP.
5.2 DELIVERY COMPONENTS: Contractor shall include with all Goods/Services
delivered all of the following items (collectively referred to as "Delivery Components").
5.2.1 A copy of all product information and cleaning and care instructions supplied
by the manufacturer.
5.2.2 All warranty documentation.
5.3 DELIVERY:
5.3.1 Goods/Services shall be delivered within thirty (30) days from receipt of order.
An order shall be deemed “received” by Contractor in accordance with section 3.23
of this Contract.
5.3.2 Goods shall be delivered F.O.B. destination to the address listed on Purchase
Order.
5.3.3 Shipping and handling costs (F.O.B. Destination) shall be included in the
Price Agreement cost, costs related to DOT, hazmat or federal regulation can
be separate.
5.4 RISK OF LOSS: Delivery shall not be considered complete, and risk of loss shall
remain with Contractor, until acceptance by the Agency or expiration of the inspection
period, whichever occurs first.
5.5 PACKAGING MATERIALS: All packaging and packing methods and materials shall
be in accordance with the best commercial practice.
5.5.1 All shipping containers shall comply with the relevant National Motor Freight
Classification and Uniform Freight Classification requirements/standards, and must
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be sufficiently sturdy to prevent crushing, bruising, or other damage to Goods, and to
prevent breakage of shipping container itself.
5.5.2 Commercial cartons must be used for all boxed Goods. All cartons must be
sufficiently sturdy to prevent crushing, bruising, or other damage to the contents, and
to prevent breakage of the carton itself.
5.5.3 All shipping cartons must be labeled with contents (including brand name).
5.6 PRICE AGREEMENT:
5.6.1 The Price Agreement shall be a price agreement for the Goods and Services
specified herein. Except as otherwise provided herein, OSP agrees to order from
Contractor all its actual requirements for the Goods and Services specified and
Contractor agrees to provide the Goods and Services as ordered. However, OSP
and Contractor understand and agree that the quantities of Goods and Services are
estimates only and, except as otherwise provided herein, if OSP’s actual
requirements during the Initial Term or any Extension Term of this Price Agreement
do not result in orders in the quantities described as “estimated”, that fact shall not
constitute the basis for an equitable price adjustment.
5.6.2 Delivery or performance shall be made only as authorized by Purchase Orders
issued in accordance with Section 4.7 Method of Ordering. Contractor shall furnish
to Agency all Goods and Services specified as ordered in conformance with the
terms and conditions of this Contract.
5.6.3 If OSP urgently requires delivery of certain Goods or Services prior to the
earliest date that delivery may be specified under this Contract, and if the Contractor
will not accept an order providing for the accelerated delivery, OSP may acquire the
urgently required Goods or Services from another source without liability to
Contractor.
5.6.4 Any Purchase Order issued during the Initial Term or any Extension Term of
this Price Agreement and not completed within the Initial Term or Extension Term
shall be completed by the Contractor within the time specified in the Purchase
Order. The Price Agreement shall govern the Contractor's and OSP’s rights and
obligations with respect to that order to the same extent as if the order were
completed during the Initial Term or Extension Term; provided, however, that the
Contractor shall not be required to make any deliveries under this Price Agreement
after the last day of the Initial Term or any Extension Term unless Agency has
exercised the option to further extend the Price Agreement as provided herein.
5.7 METHOD OF ORDERING: OSP shall issue Purchase Orders against the Price
Agreement. Purchase Orders will indicate the item, volume, delivery date and any
special delivery destination/instructions. Provided, however, that no Purchase Order or
Contractor confirmation form or pre-printed Contractor form shall contain any language
varying, adding or deleting the terms or conditions contained in the Price Agreement,
and any such language shall be of no effect. Alternately, OSP may purchase through an
electronic online system or via e-mail and pay with a State of Oregon credit card.
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Contractor shall keep OSP credit card numbers secure to avoid credit fraud and shall
not keep OSP credit card numbers on file.
5.7.1 Contractor shall send Agency written confirmation of all orders within
forty-eight (48) hours of receiving order. Confirmation may be via fax (503-3784190) or email to Agency Contact for each order. Order confirmation will
include the Purchase order number, contractor order number, and estimated
delivery date.
5.7.2 PRIOR NOTICE OF ORDER SHORTAGES: The Contractor shall notify OSP
ordering personnel within twenty-four (24) hours of receiving an order whenever the
Contractor determines that a Good will not be available for shipment on its
scheduled delivery day. This includes a notice to OSP’s ordering personnel
whenever a particular Good is short-shipped. Notice of unavailability or projected
short-shipment will not eliminate OSP’s right to pursue all available remedies.
5.8 RETURNS: OSP will notify the Contractor to correct any discrepancies that occur
concerning any shipment pertaining to damage to Goods, rejections, nonconformity,
errors or any other conditions which would make the delivery of the Goods
unacceptable. The Contractor shall correct any discrepancies that occur concerning any
damage, nonconformity, errors or any other conditions that would make the Goods
unacceptable within ten (10) days of notification. The Price Agreement shall correct the
discrepancy by replacing the unacceptable Goods with acceptable Goods within
fourteen (14) days.
5.9 RETURNED GOODS POLICY: Contractor shall accept returned Goods when one
or more of the following conditions are present:
5.9.1 Breakage, spoilage or other damage has occurred from shipment or otherwise,
when the Goods have been handled by OSP personnel with reasonable care;
5.9.2 Goods, quality, packaging, appearance, or other feature is not as specified in
the Price Agreement or as sampled;
5.9.3 Goods supplied as a result of Contractor error, and OSP is not willing to keep
the shipment of Goods.
5.10 SUBSTITUTION: No brand substitutions will be allowed without prior written
permission of OSP to Contractor.
5.11 PERFORMANCE: Contractor shall deliver all Goods and perform all Services
required by this Price Agreement within the time specified, including extensions. All
Services shall be performed in the most highly professional manner, and in accordance
with the highest industry standards. Unless the means or methods of performing a task
are specified elsewhere in the Price Agreement, Contractor shall employ methods that
are generally accepted and used by the industry. Any performance that is found
unacceptable will be documented and the Contractor will be given written notice to
correct the problem within a specified period. If the problem continues beyond the
specified period the Contractor may be found in breach of the Contract, and the Price
Agreement shall be canceled.
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5.12 DEFAULT: If the Contractor fails to deliver on schedule or fails to replace items
within the agreed time, OSP may purchase such items on the open market to replace
those not delivered and reserves the right to deduct any excess in price specified in the
contract from monies owed by the Contractor to the OSP.
5.13 RECALLS: Contractor shall provide OSP a written policy/procedure for handling
returns/recalls related to safety. Failure to submit policy/procedures for returns/recalls
may be cause to reject bid or cancel Contract.
5.14 Price Agreement Amendments: The Agency reserves the right to amend the
Price Agreement for the Anticipated Amendments, listed below, in accordance with the
rules of OAR 125-246-0560. All amendments shall comply with applicable statutes and
administrative rules.
5.14.1 Circumstances Requiring Amendments:
Agency may request Contractor to provide additional quantities of goods or services
in the event additional quantities of Goods are required to meet Agency program
needs. Agency may also request Contractor to provide additional quantities of goods
or services that may be required after the expiration date of this Price Agreement to
meet Agency program needs or may determine a need for Contractor to provide
additional goods or perform additional services within the scope of the solicitation, if
any, and if no solicitation to the extent permitted by applicable statutes and
administrative rules.
Agency may request a change in the specifications to conform to legislative,
administrative rule requirements or to meet an operational or practice change.
Agency may request a change in the specifications to conform to product revisions
or replacements.
Agency may request to decrease the quantity of goods or services or delete goods
or services if Agency program needs are less than originally anticipated by Agency,
and/or if legislative action so requires in the exercise of Agency’s reasonable
administrative discretion.
Agency may increase the rate payable to Contractor to meet legislative action,
changes in applicable rules, operations and practice, changes in the market place or
increases in Agency standard payment rates.
To address the circumstances described in this Section 4.14.1, the parties may
amend this Price Agreement in accordance with Section 4.14.2.
5.14.2 Scope of Amendments. During the term of this Contract, one or more of the
following amendments may be made to this Contract:
5.14.2.1 The date by which goods will be delivered;
5.14.2.2 Amendments to extend the term of this Price Agreement for additional
periods;
5.14.2.3 Amendment to increase the quantity of goods and services;
Amendments to add new goods and services within the scope of the solicitation,
if any, or if no solicitation, to the extent permitted by applicable statutes and
administrative rules;
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5.14.2.4 Amendments to conform the goods or services to legislative,
administrative rule requirements, operational and practice changes;
5.14.2.5 Amendments to delete goods or services;
5.14.2.6 Amendments to increase the rate payable to Contractor, but only in the
circumstances described in Sections 3.30 and 4.14.1 and;
5.14.2.7 Amendments as authorized under ORS 279B.140(2).
5.14.3 Amendment Process: Upon identification of any of the circumstances set forth
in this Section 4.15 requiring an amendment to this Price Agreement by either party,
the parties may enter into negotiations regarding the proposed amendment to this
Contract. All amendments must comply with Section 3.30 of the Price Agreement
document.
SECTION 6 – INSURANCE REQUIREMENTS
6.1 INSURANCE: During the term of the Contract, including warranty periods, if any,
Contractor shall maintain in full force and at its own expense each insurance coverage
or policy noted below, from insurance companies or entities that are authorized to
transact the business of insurance and issue coverage in the State of Oregon and are
acceptable to Agency.
6.2 WORKERS' COMPENSATION: All employers, including Contractor, that employ
subject workers who work under this Price Agreement in the State of Oregon shall
comply with ORS 656.017 and provide the required Workers' Compensation coverage,
unless such employers are exempt under ORS 656.126. Contractor shall ensure that
each of its subcontractors complies with these requirements.
6.3 COMMERCIAL GENERAL LIBABILITY: Commercial General Liability Insurance
covering bodily injury, death, and property damage in a form and with coverage that is
satisfactory to the State. This insurance shall include personal injury liability, products,
and completed operations. Coverage shall be written on an occurrence basis.
Contractor shall provide proof of insurance of not less than 1,000,000.
6.4 ADDITIONAL INSURED: The liability insurance coverage, except Professional
Liability, Errors and Omissions, or Workers' Compensation, if included, required for
performance of the Price Agreement shall include the State of Oregon, and its
departments, divisions, commissions, branches, officers and employees as Additional
Insured but only with respect to the Contractor's activities to be performed under this
Contract. Coverage shall be primary and non-contributory with any other insurance and
self-insurance.
6.5 CERTIFICATE(S) OF INSURANCE: Prior to performing under the Contract, as
evidence of the insurance coverage required by this Contract, the Contractor shall
furnish Certificate(s) of Insurance for all required insurance to the Agency prior to the
award of the Price Agreement if required by the RFP, but in all events prior to
Contractor's commencement of work under this Contract. The Certificate(s) will specify
all of the parties who are endorsed on the policy as Additional Insured (or Loss Payees).
Insurance coverage required under this Price Agreement shall be obtained from
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insurance companies acceptable to Agency. The Contractor shall pay for all
deductibles, self-insured retention and/or self-insurance included hereunder.
SECTION 7 – SPECIFICATIONS
7.1 GENERAL PROVISIONS:
7.1.1 SILENCE OF SPECIFICATIONS: The apparent silence of the Specifications
and/or any supplemental Specifications as to any detail, or the apparent omission of
a detailed description concerning any point, shall be regarded as meaning that only
the best commercial practice is to prevail and that only materials and workmanship
of first quality are to be used. However, if any omitted specification results in
ambiguity as to material characteristics of the Goods, and inclusion is necessary to
enable a reasonable person in the particular industry to properly identify such
characteristics, Bidder shall seek a formal request for change, as set forth in the
RFP Section C.5.4. Failure to make such a request is at Contractor's risk, and
Contractor shall be required to provide Goods meeting the Agency's needs with
regard to any omitted specification for which change should reasonably have been
sought.
7.1.2 ADHERENCE TO THE SPECIFICATIONS: Deviations discovered after
purchase shall be corrected by Contractor at no cost to Agency.
7.2 NEW AND UNUSED: Unless the Specifications permit or require used Goods, all
Goods provided by Contractor shall be new, unused, produced from current production
components, and shall be delivered ready for use. No components may be used that
are not offered in the manufacturer’s current parts catalog for the Goods.
SECTION 8 – PRICING
Shipping and handling costs (F.O.B. Destination) shall be included in the Price
Agreement cost, costs related to DOT, hazmat or federal regulation can be
separate.
EQUIPMENT AND ANCILLARY ATTACHMENTS
Bid
Item
Description
UM/SET
1
Supplies
Monitors
Each
Each
2
Technician/Item repair rate
Hourly
Price per
Unit/Set
If available, on a separate sheet include any available price break discounts
based on quantity serviced.
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SECTION 9 – CERTIFICATION OF COMPLIANCE WITH TAX LAWS
By my signature in Section 10 of this Contract, I, hereby attest or affirm under penalty of
perjury:
That I am authorized to act on behalf of the Contractor in this matter, that I have
authority and knowledge regarding the payment of taxes, and that Contractor is, to the
best of my knowledge, not in violation of any Oregon Tax Laws." For purposes of this
certification, "Oregon tax laws" are those tax laws listed mean a state tax imposed by
ORS 401.792 to 401.816 and ORS Chapters 118, 314, 316, 317, 318, 320, 321 and
323; the elderly rental assistance program under ORS 310.630 to 310.706; and any
local tax laws administered by the Oregon Department of Revenue under ORS 305.620.
SECTION 10 – CERTIFICATION OF COMPLIANCE WITH NON-DISCRIMINATION
LAWS
By my signature in Section 10 of this Contract, I hereby attest or affirm under penalty of
perjury:
That I am authorized to act on behalf of Contractor in this matter, and to the to the best
of my
knowledge the Contractor has not discriminated against minority, women or emerging
small business enterprises in obtaining any required subcontracts, and that the
Contractor is not in violation of any Discrimination Laws."
SECTION 11 – SIGNATURE OF CONTRACTOR'S DULY AUTHORIZED
REPRESENTATIVE
THIS PRICE AGREEMENT MUST BE SIGNED IN INK BY AN AUTHORIZED
REPRESENTATIVE OF THE CONTRACTOR; ANY ALTERATIONS OR ERASURES
TO THE BID MUST BE INITIALED IN INK BY THE UNDERSIGNED 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
Contract, if any, issued, and to execute this Price Agreement on behalf of Contractor.
(2) Contractor is bound by and will comply with all requirements, Specifications, and
terms and conditions contained in this Price Agreement (including all listed attachments
and Addenda, if any, issued
(3) Contractor will furnish the designated Goods in accordance with the Price
Agreement Specifications and requirements, and will comply in all respects with the
terms of the resulting Price Agreement upon award; and
(4) CONTRACTOR WILL PROVIDE/FURNISH FEDERAL EMPLOYEE
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IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER WITH BID FOR THIS
PRICE AGREEMENT.
(5) All affirmations contained in Section C.3.1 of the RFP are true and correct.
Authorized Signer (print):________________________________
Authorized Signature:
_________________________________
Title: _____________________________________________
FEIN ID# or SSN# (required): ___________________________
Contact Person (Type or Print): ___________________________
Telephone Number: (______)
Fax Number: (_______)
Email Address:
SECTION 12 – STATE SIGNATURE (to be completed by the State of Oregon)
The State of Oregon hereby accepts Contractor's Bid and awards the Price Agreement
to the above Contractor for: Hazmat Supplies and Repair Services.
Authorized Signature: _________________________
Authorized Signer (print):________________________________
Date: ______________________________________
OSP Contact Person (Type or Print): Tina Toney
Telephone Number: (503) 934-8212
Fax Number: (503) 373-1825
Email Address: tina.toney@state.or.us
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Exhibit A
to
Hazmat Supplies and Repair Services Price Agreement
Insurance Requirements
A. REQUIRED INSURANCE. Contractor shall obtain at Contractor’s expense the insurance
specified in this section 4 prior to performing under this Agreement and shall maintain it in full
force and at its own expense throughout the duration of this Agreement and all warranty periods.
Contractor shall obtain the following insurance from insurance companies or entities that are
authorized to transact the business of insurance and issue coverage in State and that are
acceptable to OSP.
i. WORKERS COMPENSATION. All employers, including Contractor, that employ subject
workers, as defined in Oregon Revised Statute (ORS) 656.027, shall comply with ORS 656.017
and shall provide workers' compensation insurance coverage for those workers, unless they meet
the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure
that each of its subcontractors complies with these requirements.
EMPLOYERS' LIABILITY.
If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall obtain
employers' liability insurance coverage.
ii. PROFESSIONAL LIABILITY
Required by OSP.
Professional Liability Insurance covering any damages caused by an error, omission or any
negligent acts related to the services to be provided under this Agreement. Contractor shall
provide proof of insurance of not less than the following amounts as determined by OSP:
Per occurrence limit for any single claimant:
From commencement of the Agreement term to June 30, 2012: $1,700,000.
July 1, 2012 to June 30, 2013:
$1,800,000.
July 1, 2013 to June 30, 2014:
$1,900,000.
July 1, 2014 to June 30, 2015:
$2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.300.
Per occurrence limit for multiple claimants:
From commencement of the Agreement term to June 30, 2012: $3,400,000.
July 1, 2012 to June 30, 2013:
$3,600,000.
July 1, 2013 to June 30, 2014:
$3,800,000.
July 1, 2014 to June 30, 2015:
$4,000,000.
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July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS30.260 to 30.300.
State Court Administrator website:
http://courts.oregon.gov/OJD/courts/circuit/tort_claims_act.page
iii. COMMERCIAL GENERAL LIABILITY.
Required by OSP.
Commercial General Liability. Commercial General Liability Insurance covering bodily injury,
death, and property damage in a form and with coverage that is satisfactory to the State. This
insurance shall include personal injury liability, products, and completed operations. Coverage
shall be written on an occurrence basis. Contractor shall provide proof of insurance of not less
than the following amounts as determined by OSP:
Per occurrence limit for any single claimant:
From commencement of the Agreement term to June 30, 2012: $1,700,000.
July 1, 2012 to June 30, 2013:
$1,800,000.
July 1, 2013 to June 30, 2014:
$1,900,000.
July 1, 2014 to June 30, 2015:
$2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.00.
Per occurrence limit for multiple claimants:
From commencement of the Agreement term to June 30, 2012: $3,400,000.
July 1, 2012 to June 30, 2013:
$3,600,000.
July 1, 2013 to June 30, 2014:
$3,800,000.
July 1, 2014 to June 30, 2015:
$4,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to ORS 30.260 to 30.300.
State Court Administrator website:
http://courts.oregon.gov/OJD/courts/circuit/tort_claims_act.page
AND
Property Damage:
Per occurrence limit for any single claimant:
From commencement of the Agreement term to June 30, 2013: $104,300, and
Per occurrence limit for multiple claimants:
From commencement of the Agreement term to June 30, 2013: $521,400.
From July 1, 2010, and every year thereafter, the adjusted limitation will be as determined by the
State Court Administrator pursuant to ORS 30.273.
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iv. Automobile Liability.
Not Required by OSP.
Automobile Liability. Combined single limit, or the equivalent, of not less than Oregon Financial
Responsibility Law (ORS 806.060) Bodily Injury and Property Damage, including coverage for
owned, hired or non-owned vehicles, as applicable.
v. POLLUTION LIABILITY. [Optional – use the following provision below if there is a
possibility of sudden or accidental pollution:
Not required by OSP.
Pollution Liability Insurance covering Contractor’s liability for bodily injury, property damage
and environmental damage resulting from either sudden or gradual accidental pollution and
related cleanup costs incurred by Contractor, all arising out of the Goods delivered or Services
(including transportation risk) performed under this Agreement. Combined single limit per
occurrence shall not be less than $ [If applicable, contact DAS Risk Management]. Annual
aggregate limit shall not be less than $ [If applicable, contact DAS Risk Management].]
[Note: If applicable, contact DAS Risk Management] Other type of coverage may be available if,
different coverage is advisable to address the risks associated with the purchase of Goods and
Services under this contract. Consider whether any of the following insurance coverages may be
necessary: Garagekeepers’ Legal Liability, Aircraft Liability, Aircraft/Aerial Application
Liability, Marine Protection and Indemnity, Employee Dishonesty and (when applicable) Money
and Securities, Inland Marine Insurance.
http://www.oregon.gov/DAS/EGS/Risk/pages/smartcontractingtoolkitcontracts.aspx]
vi. EXCESS/UMBRELLA INSURANCE.
A combination of primary and excess/umbrella insurance is acceptable. If Contractor is using
excess/umbrella insurance to meet the minimum insurance requirement, Contractor’s certificate
must include a list of the policies that fall under the excess/umbrella insurance. Sample wording
is “The Excess/Umbrella policy is excess over General Liability, Auto Liability, etc.”
B. ADDITIONAL INSURED. The Commercial General Liability insurance and Automobile
Liability insurance required under this Agreement shall include the State of Oregon, its officers,
employees and agents as Additional Insured’s but only with respect to Contractor's activities to
be performed under this Agreement. Coverage shall be primary and non-contributory with any
other insurance and self-insurance.
C. “TAIL" COVERAGE. If any of the required professional liability insurance is on a "claims
made" basis, Contractor shall either maintain either “tail" coverage or continuous "claims made"
liability coverage, provided the effective date of the continuous “claims made” coverage is on or
before the effective date of this Agreement, for a minimum of 24 months following the later of
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(i) Contractor’s completion and OSP’s acceptance of all Services required under this Agreement,
or, (ii) The expiration of all warranty periods provided under this Agreement. Notwithstanding
the foregoing 24-month requirement, if Contractor elects to maintain “tail” coverage and if the
maximum time period “tail” coverage reasonably available in the marketplace is less than the 24month period described above, then Contractor shall maintain “tail” coverage for the maximum
time period that “tail” coverage is reasonably available in the marketplace for the coverage
required under this Agreement. Contractor shall provide to OSP, upon OSP’s request,
certification of the coverage required under this section 4.C.
D. CERTIFICATES OF INSURANCE. Contractor shall provide to OSP Certificate(s) of
Insurance for all required insurance before delivering any Goods and performing any Services
required under this Agreement. The certificates must specify all entities and individuals who are
endorsed on the policy as Additional Insured (or Loss Payees). Contractor shall pay for all
deductibles, self-insured retention and self-insurance, if any. Contractor shall immediately notify
OSP of any change in insurance coverage.
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Exhibit B
to
Hazmat Supplies and Repair Services Price Agreement
Contractor Data and Tax Certification
Certification: The individual signing on behalf of Contractor hereby certifies and swears under
penalty of perjury to the best of the individual’s knowledge that: (a) the number shown on this
form is Contractor's correct taxpayer identification; (b) Contractor is not subject to backup
withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not
been notified by the IRS that Contractor is subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no
longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he
has authority and knowledge regarding Contractor's payment of taxes, and to the best of her/his
knowledge, Contractor is not in violation of any Oregon tax laws, including, without limitation,
those tax laws listed in ORS 305.380(4), namely ORS Chapters 118, 314, 316, 317, 318, 320,
321 and 323 and Sections 10 to 20, Chapter 533, Oregon Laws 1981, as amended by Chapter 16,
Oregon Laws 1982 (first special session); the elderly rental assistance program under ORS
310.630 to 310.706; and any local taxes administered by the Oregon Department of Revenue
under ORS 305.620; (d) Contractor is an independent contractor as defined in ORS 670.600; and
(e) the Contractor data is true and accurate.
Contractor’s federal tax number ______________________
Contractor’s Oregon tax number ______________________
Signature of Contractor representative ___________________________ Date_ _____________
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Exhibit C
to
Hazmat Supplies and Repair Services Price Agreement
Certification Statement of Independent Contractor Status
(Contractor completes if Contractor is not a corporation or is a professional corporation.)
A.
Contractor is an independent contractor. Contractor certifies it meets the following
standards:
1.
Contractor is registered under ORS chapter 701 to provide labor or services for which
such registration is required.
2.
Contractor has filed federal and state income tax returns in the name of my business or a
business Schedule C as part of the personal income tax return, for the previous year, or expects
to file federal and state income tax returns, for labor or services performed as an independent
contractor in the previous year.
3.
Contractor will furnish the tools or equipment necessary for the contracted labor or
services.
4.
Contractor has the authority to hire and fire employees who perform the labor or
services.
5.
Contractor represents that the labor and services are to be provided by its independently
established business as four (4) or more of the following circumstances exist. (Please check four
or more of the following:)
A.
The labor or services are primarily carried out at a location that is separate from my
residence or is primarily carried out in a specific portion of my residence, which is set aside as
the location of the business.
B.
Commercial advertising or business cards are purchased for the business, or I have a
trade association membership;
C.
Telephone listing is used for the business that is separate from the personal residence
listing.
D.
Labor or services are performed only pursuant to written contracts.
E.
Labor or services are performed for two or more different persons within a period of one
year.
F.
Contractor assumes financial responsibility for defective workmanship or for service not
provided as evidenced by the ownership of performance bonds, warranties, errors and omission
insurance or liability insurance relating to the labor and services to be provided.
Contractor Signature
Date
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(OSP completes Section B below after Contractor completes Section A above.)
B. AGENCY APPROVAL.
ORS 670.600. Independent Contractor Standards. As used in various provisions of ORS
chapters 316, 656, 657 and 701, an individual or business entity that performs labor or services
for remuneration shall be considered to perform the labor or services as an “independent
contractor” if the standards of this section are met. OSP certifies the contracted work meets the
following standards:
1.
The Contractor is free from direction and control over the means and manner of
providing the labor or services, subject only to the specifications of the desired results.
2.
The Contractor is responsible for obtaining all assumed business registrations or
professional occupation licenses required by state law or local ordinances.
3.
The Contractor furnishes the tools or equipment necessary for the contracted labor or
services.
4.
The Contractor has the authority to hire and fire employees to perform the labor or
services.
OSP signature ___________________________________________Date
(OSP’s certification is solely for OSP’s benefit and internal use)
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