HomeMy WebLinkAbout2017-080 Agrmt - ORCPP - No KA0010
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,t:..., R ~ GREG~QN E~G~ERATIVE PRt~CUREMEN~'
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PRaGRAM
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This agreement for participation in the Oregon Cooperative Procurement
Program ("Agreement") is between the State of Oregon {"State") acting by and through its
Department of Administrative Services, Enterprise Goods and Services Division, Procurement
Services {"DAS PS")and City of Ashland {"ORCPP Memberv),
each a "Party" and, together, fhe "Parties".
1 DEFINITIONS.
1.1 "Contract" means a legally binding contract that results between ORCPP Member's
issuance of, and a contractor's acceptance of, an Ordering Instrument pursuant to a Designated
Price Agreement to which the contractor is a party.
1.2 "Designated Price Agreement" means an agreement between DAS and one or more
contractors for goods or services, or both, that are offered at a set price with either (1) no
guarantee of a minimum or maximum purchase or (2) an initial order or minimum purchase of the
goods or services combined with a continuing contractor obligation to provide additional goods
and services, and that rdentifEes ORCPP Members as authorized purchasers. ~
1.3 ORCPP means the Oregon Cooperative Procurement Program. ~
1.4 "Ordering Instrument" means a document that complies with the Designated Price
Agreement and that ORCPP Member must use to order goods, services, or both, under the
Designated Price Agreement. An Ordering Instrument maybe referred to as, for example,
"Purchase Order," "Work Order" or other name assigned by DAS PS or ORCPP Member.
1.5 "Oregon Cooperative Procurement Program" means the purchasing program operated
by DAS PS that allows its members to purchase from Designated Price Agreements.
2 UAI,IFIED ENTITIES,
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DAS PS has established and operates the Oregon Cooperative Procurement Program to improve
service and cost efficiencies far each entity qualified to participate in fhe ORCPP {"Qualified
Entity"} by authorizing the Qualified Entity through agreement with DAS PS to purchase goods,
services, ar both, using Designated Price Agreements and to access various procurement
resources available through DAS PS.
The following entities are Qualified Entities authorized to enter into this Agreement with DAS PS;
2,1 Units of loyal government as defined in ORS 190.003, state contracting agencies as defined
in ORS 279A.010 (1}(nn) and exempted from application of the Public Contracting Code under
ORS 219A,025,semt-independent state agencies listed in ORS 182.454, special government
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bodies as defined in ORS 174.117 and special districts as defined in ORS 198.010, United States
governmental agencies with offices in Oregon and American Indian Tribes located in Oregon; and
2.2 The entities specified in and meeting the requirements of ORS 279.8551}, ~2) and (3} and
OAR 125-055-0045.
3 ORCPP MEMBERAS QUAIJIFIED ENTITY.
ORCPP Member represents that it is, and warrants that it will remain, a Qualified Entity throughout
the effective period of this Agreement. ORCPP Member shall immediately provide all information
that DAS PS requests to establish to DAS PSt satisfaction that ORCPP Member is a Qualified
Entity. ORCPP Member represents and warrants that all information ORCPP Member provides to {
DAS PS to establish that ORCPP Member is a Qualified Entity is true and correct. If at any time
during the term of this Agreement ORCPP Member has reason to believe, or ORCPP is notified
that DAS PS has reason to believe, ORCPP Member is no longer a Qualified Entity, ORCPP
Member shall immediately cease purchasing under Designated Price Agreements until ORCPP e
Member establishes to DAS PS' satisfaction that ORCPP Member is a Qualified Entity, a
4 EFFECTIVE DATE, TERM AND TERMINATION,
This Agreement is effective on the latest signature date ("Effective Date").
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4.1 This Agreement remains in effect until terminated by either Party by delivery of a written
termination nofice to the other Party's Authorized Representative or their designee, at least forty-
five (45) days prior to the termination date specified in the written notice.
4.2 DAS PS may terminate this Agreement for nan-payment of the annual fee as outlined in
section 9 of this Agreement.
5 AUTHQRIZED REPRESENTATIVES.
5.1 DAS PS Authorized Program Managers:
Name and Title (print/typey:
Kell~Stevens-Malnar, Statewide Outreach Coordinator -Phone:
503.378-3976 Adam Helvey, Statewide 0 treach Coordinator -Phone:
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503-373-2106 Address:1225 Ferry Street SE, Salem OR 97301-4285
Fax: 503-373-1626
Email: info,orcpp~oregon.gov
5,2 ORCPP Member Authorized Representative:
Kari Olson ~ Title: Purchasin Re resentative
Name (prinUlype): g p
Entity Name: ,City of Ashland
Address: 9Q N. Mountain, Ashland, OR 97520
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Work Phone: 541-488-5354 Email: kari.olson(a,ashland.or.us
Accounts Payable Contact:
Name (printltype): Jamie Loock
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Work Phone: 541-552-2010 Email: payable a~ashland.or.us
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5.3 A Party may designate a new Authorized Representative at any time by written notice to the
other Party.
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6 ORCPP MEMBER BENEFITSAND REQUIREMENTS, '
rice A reements. ORCPP Member ma urchase oods, services, or both,
6.1 Designated P g y p 9
from any Designated Price Agreement identified by DAS PS according to the terms of this E
Agreement. Designated Price Agreements may expire or terminate, and DAS PS does not ~
promise ar guarantee the effectiveness of any particular Designated Price Agreement at the time
ORCPP Member desires to make a purchase.
6.1.1 Designated Price Agreements Use Restrictions. ORCPP Member shall
accept the terms and conditions of a Designated Price Agreement without
modification, including use of a specific Ordering Instrument as described in the
applicable Designated Price Agreement. Only DAS has the authority to change,
modify, or amend Designated Price Agreements.
6.1.2 Ordering Instruments. All Ordering Instruments must incorporate the
applicable Designated Price Agreement by reference and include the following
statement:
"THIS PURCHASE IS PLACED AGAINST STATE OF OREGON PRICE
AGREEMENT # .THE GENERAL 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 & C's EXPRESS OR IMPLIED."
6.1.3 Contracts. DAS PS is not a party to nor does DAS PS assume any liability
under Contracts.
6.2 Use of Oregon Procurement Information Network. The Oregon Procurement Information
Network ("ORPIN") is an Internet-based, on-line system that is the State's official publication forum
for procurement notices and advertisements, ORPIN provides registered suppliers with access to
procurement information issued by the State and ORCPP Members. Registered suppliers can
express interest, download documents and respond to procurement .opportunities pasted on
ORPIN.
ORCPP Member~is granted unlimited use of ORPIN, subject to the ORPIN terms of use, to
upload, issue and advertise ORCPP Member's solicitation documents and procurement notices,
subject to the following:
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6.2,1 ORCPP Member assumes full and complete responsibility and liability for the
content, substance and accuracy of all information contained in any ORCPP Member
documents uploaded and displayed on the ORP1N system; ~ ~
6.2.2 ORCPP Member is authorized to use future enhancements to the CRPIN system,
such as electronic bidding and solicitation document types, as they become available on ~
ORPIN; and
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6.2.3 CRCPP Member shall not distribute or share its active, CRPiN user login
credentials or access information wifh outside entities or individuals who are not ORCPP
Members.
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6.3 Training. CRCPP Member and its employees are eligible to register for and attend any DAS
PS-sponsored and scheduled procurement-related training and certification programs at the same '
cost as State agency participants. Registration information for DAS PS procurement classes and
workshops is available by logging into iLearn at http:lliLeam.oregon.q~ov.
6,4 Data and Procurement Participation. From time to time, DAS PS may request CRCPP
Member to provide historical or projected usage and spend data for certain solicitations for goods '
or services to help achieve maximum volume discounts for the benefit of all State agencies and
CRCPP Members. DAS PS also may request ORCPP Member to participate on a procurement j
sourcing team or evaluation committee that will result in a Designated Price Agreement and use
by S#ate agencies and ORCPP Member(s). ORCPP Member agrees to provide information and
participate pursuant to DAS. PS request, to the extent reasonably passible.
7 DAS PS OBLIGATIONS.
7.1 DAS PS agrees to:
7.1.1 Provide a Program Manager that will respond to CRCPP Member questions
regarding ORCPP membership and resources;
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7.1.2 Maintain a list of Designated Price Agreements available for ORCPP Member
reference on the DAS Procurement Services and Policy website, To access the
Designated Price Agreement list, go to
http:!lwww.ore~an.govlDASIEGSlpslPages/index.aspx and click on the Oregon
Cooperative Procurement Program icon;
1.1.3 Educate contractors under Designated Price Agreements on tfi~e process to confirm
That ORCPP Member is an "Authorized Purchaser" as defined in the Designated Price i
Agreements and on the process for transacting with CRCPP Member under the Contract; ~
7.1.4 Provide program education and outreach to ORCPP Member through trade shows,
statewide events and the ORCPP listserv;
7.1.6 Manage ORPIN access and user permissions for ORCPP Member and its
authorized users;
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7.1.6 Provide ORCPP Member with Contract spend and usage reports and other ORCPP
information upon CRCPP Member's request.
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7.2 DAS PS' performance under this Agreement is conditioned upon ORCPP Member's
com fiance with the obli ations intended far contractors under ORS 2796.220, 2796.225 (if
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applicable to this Agreement), 2796.230 and 2798,235 (if applicable to this Agreement), which ~
are incorporated by reference herein. ORCPP Member shall, to the maximum extent
econornicaNy feasible in the performance of this Agreement, use recycled paper (as defined in
ORS 279A,010(1)(gg}), recycled PETE products (as defined in ORS 279A.010(1)(hh}), and other
recycled plastic resin products and recycled products (as "recycled product" is defined in ORS
279A.010(1)(ii}).
8 MEMBERSHIP FEE,
ORCPP Member shall pay DAS PS an annual membership fee for the period July 1 through
June 30 of each year this Agreement is effective, based on the entity type, annual budget and
corresponding fee, as specified in Exhibit A, Standard ORCPP Membership Fee Schedule.
8.1 The initial membership fee when this Agreement takes effect anytime from July 1 through
December 31 is 10Q% of the annual fee. The initial fee when this Agreement #akes effect
anytime from January 1 through April 30 is 50% of the annual fee, The initial fee is waived when
this Agreement tapes effect anytime from May 1 through Jtjne 30.
8.2 From time to time, DAS PS may request, and ORCPP Member shall provide, ORCPP
Member's budget information to determine the applicable annual membership fee. If DAS PS
determines that the annual membership fee has changed based upon ORCPP Member's then-
current budget, DAS PS will notify ORCPP Member in writing of the new annual membership
fee, and ORCPP Member shall pay that amount when the next annual fee is due.
9 INVOICESANDPAYMENT,
DAS PS will invoice ORCPP Member each year in July for the next annual membership fee.
ORCPP Member shag remit payment to DAS within ~5 days of receipt of the invoice by one of
the fallowing methods:
9.1 Credit Card. The preferred method of payment for the ORCPP annual fee is to be paid by
credit card, The payment portal can be found at the below web address.
ht~ sp .llapp~~on.eoat'DASiProcurzmen(/EPS
9.2 Electronic Funds Transfer. ORCPP Member shat) coordinate with DAS PS on the process
and documentation required to set up an account and remit payment electronically if this is the
payment method of chaise.
9.3 Check. Payments made by check must include the Agreement number from page 7 and
be issued to the Oregon Department of Administrative Services and sent to:
DAS Shared Financial Services
Attention: Cashier
155 Cottage Street NE
Salem, OR 97301
DAS PS may terminate this Agreement for non-payment if the annual fee is not received within
ninety (90}days of the issue date of the invoice.
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1U INDEMNIFICATION,
10.1 Non-State Agency ORCPP Member as Qualified Entity under Section 2.1. Subject to
limitations of ORCPP Member's organic law if ORCPP Member is a unit of bcal government as
defined in ORS 190A03, a United States governmental agency with offices in Oregon or
American Indian Tribes located in Oregon, ORCPP Member shall save, defend, hold harmless
and indemnify, the State and its divisions, officers, employees and agents from all claims, suits,
actions, losses, damages, liabilities, costs and expenses of any na#ure whatsoever resulting
from, arising out of or related to (1}the acts and omissions of the ORCPP Member, or its
officers, employees and agents under this Agreement or (2) services or benefits DAS PS
provides under this Agreement pursuant to a representation of ORCPP Member's Qualified
Entity status and State's reliance thereon.
10.2 ORCPP Member as Qualified Entity under Section 2.2. if ORCPP Member is an entity
specified in and meeting the requirements of ORS 279.855(1}, (2}and (3) and OAR 125-055-
0045, ORCPP Member shall save, defend, hold harmless and indemnify, the State and its
divisions, officers, employees and agents from all claims, suits, actions, losses, damages,
liabilities, costs and expenses of any nature whatsoever resulting from, arising out of or related
to (1}the acts or omissions of the ORCPP Member, or its officers, employees and agents under
this Agreement and (2) services or benefits DAS PS provides under this Agreement pursuant to
a representation of ORCPP Member's Qualified Entity status and S#ate's reliance thereon,
10,3 Defense Obligation. With respect to any obligation to defend described in sections 10.1
and 10.2, 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, its officers, employees
and agents prior to such ac#ion or representation. Further, the State, ac#ing 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) important
governmental interests are at stake; or (iii} the best interests of the State are served thereby.
Contractor's obligation to pay for all costs and expenses shall include ti~ose incurred by the
State in assuming, its own defense andlor that of its officers, employees, or agents under (i) and
(ii} above.
11 SUCCESSORS AND ASSIGNMENT,
The provisions of this Agreement shat! be binding upon and inure to the benefit of the Parties
and their respective successors and assigns. Neither Party shall assign or transfer its interest in
this Agreement without the prior written consent of the other. Any such attempted assignment
or transfer shall be void.
1Z MERGER; AMENDMENT; ~IVAIVER,
This Agreement constitutes the entire agreement between the Parties on the subject matter
hereof. There are no understandings, agreements, or representations, oral or written, not l
specified herein regarding this Agreement. No waiver, consent or modification of the
Agreement shall bind either Party unless in writing and signed by both Parties and all necessary
approvals have been obtained. Such waiver, consent ar modification, if made, shall be effective
only in the specific instance and for the specific purpose given. The failure of the State to
enforce any provision of this Agreement shall not constitute a waiver by the State of that or any
other provision. ~
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13 LIMITATION OF LIABILITY.
ORCPP Member acknowledges and agrees that the State shall not be liable for any damages,
including direct, indirect, incidental or consequential damages sustained by ORCPP Member,
which arise out of or are in any way related to goods ar services attained firam contractors
under any Contract entered by ORCPP Member pursuant to this Agreement. State makes no
representation or warranty regarding the suitability, durability, merchantability orfitness fora ~
particular purpose of any goads ar services purchased under any Contract. i
~.4 COMPLIANCE WITH APPLICABLE LAW
ORCPP Member shall amply with all federal, state and local laws, rules, regulations, and
ordinances applicable to this Agreement or to ORCPP Member's obligations under this
Agreement. i
15 GO~E~,N ING LAW; '~ENUE~
15.1 Governing Law. The laws of the State of Oregon without giving effect to its conflicts of
law principles} govern ail matters arising out of ar relating to this Agreement, including, without
limitation, its validity, interpretation, construction, performance, and enforcement.
15.2 Designation of Forum. Any Party Cringing a legal action or proceeding against any other
Party arising out of ar relating to this Agreement shat! bring the legal action ar proceeding in the
Circuit Court of the State of Oregon far Marion County. Each Party hereby consents to the ~
exclusive jurisdiction of such court, waives any oCjectian to venue, and waives any claim that
such forum is an inconvenient forum.
15,3 Federal Forum. Notwithstanding Section 15, 2, if a claim must be brought in a federal
forum, then it must be brought and adjudicated solely and exclusively within the United States
District Court far the District of Oregon, This section applies to a claim Craught against the
State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon's
sovereign immunity and is not consent Cy the State of Oregon to to sued in federal court, This
section is also not a waiver by the State of Oregon of any form of immunity, including Cut not
limited to sovereign immunity and immunity based on the Eleventh Amendment to the
Constitution of the United States,
1~ TAX CERTIFICATION,
By signature an this Agreement for ORCPP Member, the undersigned hereby certifies under
penalty of perjury~that the undersigned is authorized to act on behalf of the ORCPP Member and
that ORCPP Member is, to the Ces# of the undersigned's knowledge, not in violation of any
applicable Oregon Tax taws. For purposes of this certification, "Oregon Tax Laws" means a
state tax imposed by ORS 328.005 to 320,150 and 403.200 to 443.250 and ORS chapters 118,
314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.530
to 310.706 and bcal taxes administered by the Department of Revenue under ORS 305,620.
17 ~I~NATURES,
Each Party to this. Agreement, and each individual signing on Cehaif of each Party, hereby
represents and warrants to the other that it has full power and authority to enter into this
Agreement and that its execution, delivery, and performance obligations have Ceen fully
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authorized and approved, and that no further approvals or consents are required to bind such
Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
STATE OF OREGON acting by and through its ORCPP Member acting by and through ifs
Department of Administrative Services,
EGS-Procurement Services City of Ashland
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Da#e - Date
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EX~IIBITA
S~aildard ORCPP Me1~luershi~ Fee Scliedltles
Fee Sched~ile 1 is the ORCPP membership fee for a Qualified Entity other than a special district
as defined in ORS 198.010, and is based on the entity's adopted organizational annual budget.
Fee Schedule 2 is the ORCPP membership fee for special districts such as; irrigation districts,
rural fire protection districts, water districts, utility districts, and other special districts as defined in
ORS 198.010 with an adopted organizational annual budget under $3,000,000,
1. Fee Schedule Qualified Entity
(Provide cone-page summary of the entity's adopted annual budget with signed Agreement}
ORCPP Member DAS PS Organizational Organizational Annual
initial and date initial and date Bud et MORE than Bud et LESS than Membershi Fee
$ 4.40 $ 3,000,000 $ 20a.0o
$ 3,000,044 $ 7,500,000 $ 5oo.a4
$ 7,500,001 $ 21,000,000 $ 900.00
$ 21,000,001 $ 30,000,000 $1,000.00
$ 30,000,001 $ 68,000,000 $ 2,000.00
3 $ 68,000,001 $ 90,000,000 $ 3,000.00 i
' , " ~ ~~J `~,/,~1i $ 90,000,001 $150,000,000 $ 4,000.00 ~~~1
~ $150,000,001 and over $ 5,400.00
Oregon K-12 Schools, Charter Schools, $ 0.00
ESDs, qualifying Oregon Child Nutrition
Sponsors, and qualifying, Department of
Education Earl Learnin Service Providers
* Effective July 1, 2013, DAS PS waived membership fees for Oregon K-12 School Districts,
Educational Service Districts, Charter Schools,
* Effective July 1St 2015 DAS PS waived qualifying Child Nutrition Program Sponsors and in
September 2015, added qualifying, Department of Education Early learning Service Providers
2. Fee Schedule 2; Special Districts
(Provide cone-page summary of the entity's adopted annual budget with signed Agreement}
ORCPP Member DAS PS Organizational organizational Annual
(initia! and date} (initial and date} Budget MORE than Budget IESS than Membership
Fee
$ 0.00 $1,000,004 $ 50.00
$1,000,000 $ 3,000,000 $100.40
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