Res 1605 - State Purchase Agrmt
COUNCIL BILL NO. 2273
RESOLUTION NO. 1605
A RESOLUTION AUTHORIZING RENEWAL P ARTICIP ATION IN THE OREGON
COOPERATIVE PURCHASING PROGRAM.
WHEREAS, the State of Oregon provides for the release of surplus property to local
governments for public purposes; and
WHEREAS, the City of Woodburn can utilize said surplus property as a cost-effective
supplement to operational services; and
WHEREAS, the City of Woodburn has been a previous participant in the program;
NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. The City Administrator is authorized to sign the Oregon Cooperative
Purchasing Program Membership Agreement, a copy of said agreement is attached hereto, and
by this reference incorporated herein.
APprovedastoform;cn~~ //- 1)6 - 2 00 ~
City Attorney Date
Approved:
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
November 13, 2000
November 14, 2000
November 14, 2000
November 14. 2000
ATTEST: ~ 0 +
Mary enna t, CIty Recorder
City of Woodburn, Oregon
Page 1-
COUNCIL BILL NO. 2273
RESOLUTION NO, 1605
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STATE OF OREGON
OREGON COOPERATIVE PURCHASING PROGRAM
(ORCPP)
MEMBERSHIP AGREEMENT
(Effective July 1,2000 through June 30, 2001)
Oregon Department of Administrative Services
Transportation, Purchasing and Print Services Division
1225 Ferry Street SE
Salem OR 97310
(503) 378-4649 FAX: (503) 373-1626
http://tpps.das.state.or.us
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OREGON COOPERATIVE PURCHASING PROGRAM (ORCPP)
1.0 DEFINITIONS:
1.1 Agency Specific Contract: Contract on behalf of a particular State Agency.
1.2 Agreement: Oregon Cooperative Purchasing Program subscription agreement.
1.3 Authorized Purchasers: For purposes of this Agreement, Authorized Purchaser means a
Qualified Agency or Qualified Agencies, with appropriate independent purchasing authority (in
accordance with applicable statutes, rules or regulations), who are permitted to purchase under
certain qualified State Agreements, Agency Specific Contracts, or Single Purchase Contracts.
1.4 Bid: A competitive offer, binding on the Bidder and submitted in response to an ITB.
1.5 Bidder: An Entity that submits a Bid in response to an ITB.
1.6 Contract: An agreement that describes the goods or services to be provided and establishes the
rights and obligations of the parties thereto.
1.7 Contractor: The Entity awarded a Contract in response to a Solicitation Document.
1.8 Electronic Advertisement: Placing ITB, RFP, quote, and RFI, Solicitation Documents or notices
on the VIP system.
1.9 Entity: A natural person capable of being legally bound, sole proprietorship, limited liability
company, corporation, partnership, limited liability partnership, limited partnership, profit and
nonprofit unincorporated association, business trust, two or more persons having a joint common
economic interest, or any other person with legal capacity to contract, or a government or
governmental subdivision.
1.10 Invitation to Bid (ITB): Solicitation Document asking for submission of competitive, written,
signed and sealed Bids in which specification, price and delivery (or project completion) are the
predominant award criteria. OAR 125-030-0000(27).
1.11 Interstate Agreement: Has the meaning given it under Section 5.0
1.12 Notice of Order: See Purchase Order.
1.13 Oregon Cooperative Purchasing Program (ORCPP): The State of Oregon Cooperative
furchasing frogram whose members include but are not limited to: cities, counties, school
districts, special districts, Qualified Rehabilitation Facilities, residential programs under contract
with the Oregon Department of Human Services. United States governmental agencies, and
American Indian tribes or agencies.
ORCPP Agreement, Revised 6/00
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1.14 Price Agreement: A Solicitation Document together with the successful Bidder's response. It is
an agreement between the Contractor and the State under which the Contractor agrees to provide
goods or services and agrees to certain prices, terms and conditions for those goods and services,
for a specified period of time and for the benefit of Authorized Purchasers. Contracts entered into
pursuant to a Price Agreement are formed upon submission by Qualified Agency of a signed
Purchase Order. .
1.15 Proposal: A competitive offer, binding on the Proposer and submitted in response to an RFP.
1.16 Proposer: An Entity that submits a Proposal in response to an RFP.
1.17 Purchase Order: Qualified agency's purchase document used; (I) to form the Contract under a
Price Agreement; or (2) to place an order for products or services under a Contract.
1.18 Purchase Request: Document requesting the purchase of product or service; includes
specification and requirement for product or service and contains the signature of an authorized
representative from requesting Qualified Agency.
1.19 Qualified Agency: Organization that has met at least one of the minimum ORCPP qualifications
as established herein and maintains an active ORCPP Membership with State.
1.20 Qualified Nonprofit Agency for Disabled Individuals: A nonprofit activity center or
rehabilitation facility: (1) organized under the laws of the United States or of this state and
operated in the interest of disabled individuals, and the net income of which does not inure in
whole or in part to the benefit of any shareholder or individual; (2) which complies with any
applicable occupational health and safety standard required by laws of the United States or this
state; and (3) which in the manufacture of products and in the provision of services, whether or
not the products or services are procured under ORS 279.015 and 279.835 to 279.855, during the
fiscal year employs disabled individuals for not less than 75 percent of the man-hours of direct
labor required for the manufacture or provision of the products or services.
1.21 Quote: The'soliciting of offers from competing bidders. The solicitation may be accomplished
by initiating a request to vendors to make an offer. The solicitation and the offer may be in
writing or oral. OAR 125-030-0000(7).
1.22
Requirements Contract: A Contract that provides for filling the actual purchase requirements of
a designated State of Oregon agency or agencies for specific supplies or services with deliveries
to be scheduled by placing purchase orders with the Contractor. OAR 125-030-0000(50)
1.23
Request for Information (RFI): A document used to solicit info!TI!ation ~njJ1dustry standards,
practices, and delivery methods. The document does not request pricing and makes it clear that
the RFI is only seeking comments and information. (As defined by the National Institute of
Governmental Purchasing (NIGP) "Public Purchasing and Materials Management" manual.)
1.24 Request for Proposal (RFP): The solicitation of written, competitive proposals, or offers, to be
used as a basis for making an acquisition, or entering into a Contract when specification and price "-
will not necessarily be the predominant award criteria. OAR I 25-030-0000( 49).
ORCPP Agreement, Revised 6/00
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1.25 Resale: Selling products purchased from State Agreements to another party.
1.26 Restricted Contract: Contract having participation restriction(s), requiring special stipulations to
be met prior to use.
1.27 Single Purchase Contract: A Contract for a single purchase of item(s) or services, requiring the
Contractor to hold pricing firm for a predetermined period of time.
1.28 Solicitation Document: An ITB, RFP, RFO or other quote document, which includes all
documents, (attached or incorporated by reference) utilized for soliciting Bids, Proposals or
offers. OAR 137-030-0000(35)
1.29 Solicitation Services: Services related to the preparation of Solicitation Documents on behalf of
Qualified Agencies.
1.30 State: The State of Oregon acting by and through its Department of Administrative Services
(DAS), Transportation, Purchasing and Print Services Division, Purchasing Section.
1.31 State Agreement: Contract or Price Agreement developed by State for possible use by State
Agencies and Qualified Agencies.
1.32 Unit of Local Government: A county, city, district or other public corporation, commission,
authority or entity organized and existing under statute or city or county charter. ORS 190.003
1.33 Vehicle: Means any self-propelled vehicle and any such vehicle in combination with any.trailing
units, used or physically capable of being used on any public highway in this state in the
transportation of persons or property, except vehicles operating wholly on fixed rails or tracks and
electric trolley buses. ORS 825.007(8).
1.34 Vendor Information Program (VIP): State of Oregon's electronic information program used to
access and publicize, government bidding opportunities, state contract information, vendor detail
and directories for Oregon, Minority, Women and Emerging Small Business and participating
ORCPP agencies.
ORCPP Agreement, Revised 6/00
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JREGON COOPERATIVE PURCHASING PROGRAM
2.0 PROGRAM QUALIFICATIONS
Thank you for expressing an interest in participating in the Oregon Cooperative Purchasing Program
(ORCPP).
There are four (4) ways in which an organization can qualify to participate in ORCPP. Your
organization must meet one of the following qualifications. Mark the qualification, either A, B, C
or D, that best describes your organization.
Submit, with a signed ORCPP agreement, any requested documentation supporting your
organization qualification.
My organization
IS a:
2.1
_Division or Unit of Local Government having separate autonomy such as Oregon counties,
cities, municipalities or other public corporations, commissions, authorities or entities organized
and existing under statute or city or county charter and having local governing authority OR
a United States governmental agency OR an American Indian tribe or agency.
2.2
_Qualified Non-profit Agency for Disabled Individuals participating in the program set forth in
ORS 279.350 to 279.855.
Note: Qualified non-profit must be approved as a Qualified Rehabilitation Facility (QRF) with the
Department of Administrative Services Purchasing Unit's Special Programs Coordinator. Contact
the Special Programs Coordinator for information regarding approval status at (503) 378-6781.
2.3
_Residential program under contract with the Department of Human Services (DHS) or a
division thereof to provide services to youth in the custody of the state.
Note: Submit with the ORCPP agreement a letter from Department of Human Services (DHS) or
division thereof verifying your contract with DHS. The letter must be on DDS or DDS division
letterhead and contain the following information:
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1. _ Scope of contract, what service is being provided.
2. Contract number
3. _ Starting and expiration dates of contract
4. _ State Contract Administrator's, name, original signature, mailing address & telephone
number
ORCPP Agreement, Revised 6/00
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2.4
_ Public benefit corporation "as defined in ORS 65.001 that provides public services either
under contract with a state agency, as defined in ORS 171.133, or under contract with a unit of local
government, as defined in ORS 190.003, that funds the contract, in whole or in part with state
funds."
Note: This qualification has four parts. You must meet all four of the requirements listed to qualify
under this section.
Part 1:
Active status Domestic, Nonprofit Corporation that is:
(Submit documentation that supports one of the following requirements)
a. Formed as a public benefit corporation pursuant to ORS 65.044 to 65.067;
b. Designed as a public benefit corporation designated by statute;
c. Recognized as tax exempt under section 501 (c)(3) ofthe Internal Revenue Code of 1986 or
d. Otherwise organized for public or charitable purpose in accordance with it's
articles of incorporation and bylaws;
Part 2:
Organization is restricted so that on dissolution it must distribute its assets to:
(Submit documentation that supports one of the following.)
Note: The organizations' articles of incorporation should contain this information.
a. An organization organized for a public or charitable purpose;
b. A religious corporation;
c. The United States of America;
d. A state of the United States of America, or
e. A person who is recognized as exempt under section 501 (c) (3) of the Internal Revenue Code
of 1986;
Part 3.
IS NOT a "religious corporation" as defmed in ORS 65.001(33).
Note: The organizations' articles of incorporation should contain this information.
Part 4.
Organization under contract with a state agency, "as defmed in ORS 171.133, or under contract
with a unit of local government, as defined in ORS 190.003, that funds the contract, in whole or
in part with state funds."
Note: Provide a letter from the State or Local government agency confirming your contract with
Jhem.. Th~J~tt~r Q1JlSt~~ thytate-...,qr=-Mc.~'Ag-g,~_~y'_~),~:rh~:l.!!~d ,~taiIl the followiHg'--"'~c,,",cc~ ~-- ~~
information:
a. _ Scope of contract (what service is being provided)
Contract number
_ Starting and expiration dates of contract
_ Confirmation that the contract is funded by State funds in part or in whole
_ Signature, name, mailing address & telephone number of the state or local
government contract administrator
ORCPP Agreement, Revised 6/00
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OREGON COOPERATIVE PURCHASING PROGRAM (ORCPP)
3.0 STANDARD ORCPP AGREEMENT SERVICES
Pursuant to ORS 190.110, 190.210, 190.240, relating to intergovernmental and interstate agreements,
the Department of Administrative Services, Purchasing Section ("State") hereby agrees to provide
cooperative governmental purchasing services to
an organization that has met at least one (1) of the ORCPP PROGRAM QUALIFICATIONS under
Section 2 herein ("Qualified Agency").
3.1. Cooperative Governmental Purchasing Services: The State hereby agrees to permit Qualified
Agency to purchase from certain State Agreements and certain other qualified Agency Specific
and Single Purchase Contracts.
Qualified Agency:
a) Agrees not to use State Agreements(s) to leverage or secure better or equal pricing from
competing vendor(s) or Contractors.
b) Agrees that it is only permitted to purchase from certain qualified State
Agreements and that it will only make such purchases using a Purchase Order,
issued by the Qualified Agency to the Contractor, which contains the following
statement:
"THIS PURCHASE IS PLACED AGAINST STATE OF OREGON
CONTRACT # ____/PRICE AGREEMENT #: __' THE
TERMS AND CONDITIONS (TIs & CIS) OF SAID CONTRACT/PRICE
AGREEMENT APPLY TO TmS PURCHASE AND TAKE
PRECEDENCE OVER ALL OTHER CONFLICTING TIs & CIS
WRITTEN OR IMPLIED".
d) Reserves the right to contract independently for the purchase of any class of
goods or services, without notice being given to State.
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e)
Agre~s.JOcJJs~on!}L!bl)se..state A.greernent3 ,fu.:n:a,CRtify.-OO&PJLGaal:i-~
Agencies as additional Authorized Purchasers.
f) Agrees to comply with any and all special terms, conditions or stipulations that
might apply when purchasing from certain State Agreements. (e.g., certain
State Contracts for vehicles).
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ORCPP Agreement, Revised 6/00
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g) Agrees that all purchases from State Agreements will be made only for the
direct use of the Qualified Agency and not be made on behalf of any third party
or for resale.
h) Understands and agrees that State Agreements are subject to expiration,
termination, or both, and that State can not guarantee the availability of
particular State Agreements.
3.2(a) Agency Specific Contracts
A Qualified Agency may request State to attach Qualified Agency to certain Agency Specific
Contract(s). The State shall work with the Contractor to determine if such an attachment may
be made and shall notify Qualified Agency accordingly. If the attachment can not be made,
Qualified Agency shall not be an Authorized Purchaser and shall not be permitted to purchase
under the particular Agency Specific Contract. If the attachment can be made, Qualified
Agency agrees to purchase from the Agency Specific Contract in accordance with the
following:
Qualified Agency:
a) May purchase from Agency Specific Contract(s) with a purchase document issued by the
Qualified Agency to the awarded Contractor. The following statement shall be on each
purchase document issued for products or services from Agency Specific Contracts.
"THIS PURCHASE IS PLACED AGAINST STATE OF OREGON
CONTRACT # . THE TERMS AND CONDITIONS (T's & C's) OF
SAID CONTRACT APPLY TO THIS PURCHASE AND TAKE
PRECEDENCE OVER ALL OTHER CONFLICTING T's & C's
WRITTEN OR IMPLIED".
b) Agrees that all purchases from Agency Specific Contracts will be made only for
the direct use of their programs and will not be made on behalf any third party or
for resale.
c) Understands and agrees that Agency Specific Contracts are subject to expiration,
termination, or both, and that State can not guarantee the availability of a
particular Agency Specific Contract.
3.2(b)
Single Purchase Contracts
A Qualified Agency may request State to atta.::h Qualified Agency 1:0 Single Purchase
Contract(s). The State shall work with Contractor to determine if the attachment may be made
and shall notify Qualified Agency. If the attachment can not be made, Qualified Agency shall
not be an Authorized Purchaser and shall not be allowed to purchase under the specific Single
Purchase Contract. If the attachment can be made, Qualified Agency agrees to purchase from
the Single Purchase Contract in accordance with the following:
Qualified Agency:
ORCPP Agreement, Revised 6/00
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a) Shall submit a Purchase Request to State prior to the end of the Contractor's requirement
to hold pricing firm (as established under the Contract) and within a reasonable time (e.g.
48 hours) for State to process a Purchase Order.
b) Agrees to purchase under only those Single Purchase Contracts that identify Qualified
Agency as an additional Authorized Purchaser.
c) Shall provide State a list of agents authorized to submit a Purchase Request on behalf of
Qualified Agency. Such list shall include the authorized agent's name and a copy of their
signature. (See item 13.0 of this agreement)
d) Purchase Request shall be for the product or service as specified in the Single Purchase
Contract and shall contain the following information to ensure timely processing:
· Qualified Agency name
· Agency number (use number
assigned to member by ORCPP)
· Ship to address
· Bill to address
· Contract number (State bid number)
· Date wanted
· Number of invoices
· Accounting information (optional)
· Description ofproduct(s)
. Quantity and Unit
· Unit price
. Total price
· Ordered by name and signature
· Ordered by telephone number
· Approved by name and signature
· Approved by telephone number
e) Understands and agrees that Single Purchase Contracts are subject to expiration, termination, or
both, and that State can not guarantee the availability of a particular Single Purchase Contract.
3.3 Vehicle Purchases: In addition to the applicable procedures stated in 3.1, 3.2(a) and 3.2(b) of this
Agreement, when ordering vehicles, Qualified Agency:
a) Shall reference the Vehicle (base unit) item number from the State Agreement
on the Notice of Order.
b) Agrees to send a copy of the Notice of Order to State at:
Fleet Buyer
Department of Administrative Services
TPPS, Purchasing Section
1225 Ferry Street SE
Salem, OR 97310
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c) Agrees that it may be liable for additional Vehicle Purchase Fees and costs as
outlined below.
d) Understands and agrees that State Agreements for Vehicles are subject to expiration,
termination or both, and that State can not guarantee the availability of particular State
Agreements for Vehicles. .__)
ORCPP Agreement, Revised 6/00
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3.4 Electronic Bid and Quote Solicitations: The State's VIP system electronically displays
ITB(s), RFP(s} and quote solicitation documents. This system provides vendors global access to
solicitation documents. Documents may be viewed/received electronically by vendors.
Qualified Agency:
a) Is permitted to use the VIP system to transfer (upload) their own ITB,
RFP and quote solicitation documents and advertisement notices.
b) Shall take full and complete responsibility for the content and substance, as well as the
grammatical and textual quality, of all Qualified Agency solicitation documents uploaded
and displayed on the VIP system.
3.5 Standard ORCPP Service Fees:
Qualified Agency:
a) Agrees to pay to the State a non-refundable annual agr~ement fee upon subscription to
ORCPP services. The agreement fee covers the cost of services identified in Section 3.0
only. Additional fees shall apply for "ADDITIONAL ORCPP SERVICES" as defined in
Section 4.0 below.
b) Agrees to pay any additional fee which may be incurred as part of this Agreement.
3.5(a) Agreement Fee Structure:
a) The fee structure is based on the Qualified Agency's total organizational budget.
IMPORT ANT: On the annual fee schedule below initial the budget range that represents
your organization's annual budget.
Annual Fee Schedule
Initial Organizational Budget Organizational Budget Subscription Fee
In Box MORE than LESS than
$ 0.00 $ 3,000,000 $ 200.00
$ 3,000 $ 7,500,000 $ 500.00
$ 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
$ 68,000,001 $ 90,000,000 $ 3,000.00
$ 90,000,001 $ 150,000,000 $ 4,000.00
$150,000,001 and over . ---. - _ S-5,OQ!lOO --
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b) Qualified Agency shall submit approved budget documentation.
c) State reserves the right to verify Qualified Agency's budget. The Notice of Public
Hearings Budget Reports, line 12, on file with the Oregon Department of Revenue will be
used for verification.
3.5(b) Vehicle Purchase Fees:
For purchases from certain State Agreements for Vehicles, State:
ORCPP Agreement, Revised 6/00
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a) Shall invoice Qualified Agency an additional $75 administrative fee for each Vehicle
purchased. Administrative fee will be invoiced at time of order notice.
b) Reserves the right to verify Qualified Agency's copy of the Notice of Order to those
provided to State by the Contractor and shall invoice Qualified Agency when necessary.
c) Reserves the right to assess an additional fee of $200, in addition to the $75
administrative fee, for failure to notify State of vehicle Notice of Order.
4.0 ADDITIONAL ORCPP SERVICES:
4.1 Solicitation Services. Upon written agreement between Qualified Agency and State, State
purchasing analysts may provide Solicitation Services to Qualified Agency. Solicitation Services
shall comply with State and Qualified Agency's public purchasing statutes and rules. Solicitation
Services are not available for products and/or trade services otherwise available
under existing State Agreements.
State:
a) Shall provide Qualified Agency a time and cost estimate for the Solicitation Services and
shall notify Qualified Agency of acceptance (or rejection) of Qualified Agency's request
to provide Solicitation Services prior to commencing Solicitation Services.
b) Shall submit to Qualified Agency a proposed schedule for Solicitation Services.
c) Shall develop Solicitation Document(s) on the State's automated purchasing system.
d) Shall advertise Solicitation Document(s) on the State's VIP system.
e) Shall administer the procurement process on behalf of, and in consultation with,
Qualified Agency.
f) Reserves the right to decline Qualified Agency's request to provide Solicitation Services.
Qualified Agency:
a) Shall submit to State a request for Solicitation Services which shall include, but not
necessarily be limited to, the following information:
· Qualified Agency number
(use number assigned to memher by
ORCPP)
. Ship to address
· Bill to address
· Date wanted
· Number of invoices
· Accounting information (optional)
· Description ofproduct(s)
ORCPP Agreement, Revised 6/00
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· Quantity and Unit
· Unit price
· Total price
· Ordered by name and signature
· Ordered by telephone number
· Approved by name and signature
· Approved by telephone number
b) Shall work together with State to determine responsive bidder for award of Contract.
c) Shall be responsible for selection of Contractor, inspection of goods, supervision of
trade services contractors, and compliance with or enforcement of manufacturer or
Contractor warranties and other related matters.
d) Understands that State will assess a separate service fee for any and all Solicitation
Services provided by State.
4.2 Additional ORCPP Services Fees:
Solicitation Service Fees:
a) The flat rate for Solicitation Services is $50 dollars per hour or portion thereof.
b) State analyst shall provide Qualified Agency a time and cost estimate for Solicitation Services,
prior to Solicitation Document development.
c) Fees for Solicitation Services will be invoiced and collected on an as-used basis.
d) Legal fees associated with Solicitation Services are the sole responsibility of Qualified Agency.
5.0 Reciprocal Cooperative Governmental Purchasing Agreements: The State may, from time to
time, enter into interstate cooperative governmental purchasing agreement(s). Interstate cooperative
governmental purchasing agreement(s) ("Interstate Agreements") may allow Qualified Agency to access
some or all of the purchasing services provided therein. Any purchasing service(s) available to Qualified
Agency under an Interstate Agreement shall be outlined in the Interstate Agreement. The State shall
(1) notify Qualified Agency of such Interstate Agreement(s); and, (2) the particular purchasing service
available (if any); and, (3) the procedures for use; and, (4) any additional cost or fees applicable. Qualified
Agency is responsible to assure that use of such Interstate Agreement complies with all laws, rules or
regulations which might govern Qualified Agency's ability or authority to use such Interstate agreements.
6.0 Agreement Term: Unless earlier terminated or extended, this ORCPP Agreement is effective as
of the date signed by the State, and shall remain in effect until June 30, 2001.
7.0 Agreement Renewal:
State:
a)
Shall send Qualified Agency a notice for ORCPP Agreement renewal 60 days
. prior to expiration oft-he curreut Agreerr.4"'J1Ueml;
Upon written agreement between State and Qualified Agency, and so long as Qualified Agency
remains qualified and wishes to renew their membership, the Qualified Agency:
a) Shall submit to State the ORCPP Agreement fee and all renewal documentation
required by State to be provided, prior to or during the renewal period of July 1,
to July 31.
ORCPP Agreement, Revised 6/00
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b) Understands that any use of ORCPP Agreement services during the renewal period,
July 1 to July 31, signifies Qualified Agency's intent to renew ORCPP Agreement and
State shall invoice Qualified Agency for ORCPP Agreement fee and any other charges
related to ORCPP Agreement service(s) ifrenewal is not received before July 31.
8.0 Termination: This Agreement may be terminated by either State or Qualified Agency upon
30 days' written notice. No such termination shall prejudice any rights or obligations of either
party already accrued prior to the effective date of termination.
9.0 Hold Harmless; Indemnity: Qualified Agency shall save, defend, hold hannless and indemnify
State, its divisions, officers, employees, or agents and members 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 Qualified Agency, or its officers, employees,
members or agents (2) the goods sold, and (3) the services provided, pursuant to this Agreement.
10.0 Successors in Interest, Assignment: The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto 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.
11.0 Merger Clause; Amendment; Waiver: This 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 herein regarding this Agreement. No waiver,
consent, modification or change of terms of the Contract shall bind either party unless in writing
and signed by both parties and all necessary approvals have been obtained. Such waiver,
consent, modification or change, 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.
12.0 Limitation of Liability: Qualified Agency agrees that the State shall not be liable whatsoever
for any direct, indirect, incidental or consequential damages sustained by Qualified Agency which
arise out of or are in any way related to goods or services obtained from Contractors under a State
Agreement or Contract utilized by Qualified Agency pursuant to this Agreement. Qualified
Agency understands and agrees that the State makes no representation or warranty regarding the
suitability, durability, merchantability or fitness for a particular purpose of any goods or services
available under a State Agreement or Contract available pursuant to this Agreement.
13.0 Authorized Agents: Qualified Agency agrees to (i) provide State a list of all persons authorized
to sign Purchase Requests on behalf of the Qualified Agency, including samples of such persons'
. ~~_ _signat,ures, and (ii) immediately inform State of any r-hange in Qualified Agency's authorized agents.
ORCPP Agreement, Revised 6/00
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AGENTS AUTHORIZED TO SIGN PURCHASE REQUESTS ON BEHALF OF THE
QUALIFIED AGENCY
Signature:
Name:
Signature:
Name:
Title:
Title:
Signature:
Name:
Title:
Signature:
Name:
Title:
Signature:
Name:
Title:
Signature:
Name:
Title:
Signature:
Name:
Signature:
Name:
Title:
Title:
Please use a separate page for additional signatures.
14.0 Compliance with Applicable Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon. Qualified Agency agrees to accept responsibility
for and to ensure compliance with all laws, rules, regulations and ordinances relating to goods or
services obtained pursuant to this Agreement, including but not limited to, ORS 279.312,279.314,
279.316 and 279.320.
15.0 Governing Law; Venue: Any claim, action, suit, litigation, or proceeding (collectively "Claim")
between the State and Qualified Agency arising out of or related to this Agreement, shall be
brought and conducted solely in the Circuit Court of Marion County in Salem, Oregon; provided
however if a claim must be brought in a federal forum, then unless otherwise prohibited by law,
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it shall be brought and conducted solely and exclusively within the United States District Court
for the District of Oregon. Qualified Agency, by execution of this Agreement hereby consents
to the in personum jurisdiction of said courts. However, nothing herein shall be construed as
waiver of the State's sovereign immunity with respect to any state or federal claim in either state
or federal court.
16.0 Signatures: Each party, by the signature below of its authorized representative, hereby
acknowledges that it has read this Agreement, understands it, and agrees to be bound by its
terms and conditions. Each person signing this Agreement represents and warrants to have the
authority necessary to execute this Agreement.
QUALIFIED AGENCY
QUALIFIED AGENCY (legal counsel signature, if necessary)
APPROVED AS TO FORM:
Signature:
Name:
Signature:
Name:
Title:
Title:
Date:
Date:
FOR STATE USE
STATE
Signature:
Name:
Title:
Date:
STATE OF OREGON
APPROVED AS TO FORM:
Signature:
Title: Assistant Attorney General
Date:
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INFORMATION FORM
.=NCY NAME:
DDRESS:
EL#
FAX #
1ST ALL DIVISIONS OR SECTIONS IN YOUR AGENCY AUTHORIZED UNDER THIS AGREEMENT
gency Contact:
AX#
TEL. #
Internet E-Mail Address:
ontact person for accounts payable issues
EL. #
ternet E-Mail Address:
FAX #
VIP Access
he easiest method of accessing the VIP System is through the Internet. If you have Internet access
ou can access the VIP System via a Telnet session at our website: http://tpps.das.state.or.us/purchasing
you do not have access to the Internet but have an IBM compatible computer and a modem you can
ccess the VIP System through the VIPCOMM software that will be provided to you at no cost. Please
all (503) 378-4649 for a copy of the software.
rogram Administrative Fee Payment method:
heck #
Visa/Mastercard Card #
Exp. Date
end to:
Department of Administrative Services, Purchasing Section
Oregon Cooperative Purchasing Program
1225 Ferry Street SE
Salem OR 97310
For DAS Use Only
Agency #:
qenewed_
USER ID:
New_
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