2022-427-Minutes for Meeting November 02,2022 Recorded 11/23/2022TES CO
C, G
A BOARD OF
COMMISSIONERS
BOARD OF COUNTY COMMISSIONERS MEETING
9:00 AM, WEDNESDAY, NOVEMBER 02, 2022
Barnes Sawyer Rooms - Deschutes Services Bldg - 1300 NW Wall St - Bend
(541) 388-6570 1 www.deschutes.or�
AGENDA
MEETING FORMAT: The Oregon legislature passed House Bill (HB) 2560, which requires that public
meetings be accessible remotely, effective on January 1, 2022, with the exception of executive
sessions. Public bodies must provide the public an opportunity to access and attend public
meetings by phone, video, or other virtual means. Additionally, when in -person testimony, either
oral or written is allowed at the meeting, then testimony must also be allowed electronically via,
phone, video, email, or other electronic/virtual means.
Attendance/Participation options are described above. Members of the public may still view the
BOCC meetings/hearings in real time via the Public Meeting Portal at www.deschutes.org/meetings
Citizen Input: Citizen Input is invited in order to provide the public with an opportunity to comment
on any meeting topic that is not on the current agenda. Citizen Input is provided by submitting an
email to: citizeninput@deschutes.org or by leaving a voice message at 541-385-1734. Citizen input
received by noon on Tuesday will be included in the Citizen Input meeting record for topics that are
not included on the Wednesday agenda.
Zoom Meeting Information: Staff and citizens that are presenting agenda items to the Board for
consideration or who are planning to testify in a scheduled public hearing may participate via Zoom
meeting. The Zoom meeting id and password will be included in either the public hearing materials
or through a meeting invite once your agenda item has been included on the agenda. Upon
entering the Zoom meeting, you will automatically be placed on hold and in the waiting room. Once
you are ready to present your agenda item, you will be unmuted and placed in the spotlight for your
presentation. If you are providing testimony during a hearing, you will be placed in the waiting room
until the time of testimony, staff will announce your name and unmute your connection to be invited
for testimony. Detailed instructions will be included in the public hearing materials and will be
announced at the outset of the public hearing.
For Public Hearings, the link to the Zoom meeting will be posted in the Public Hearing Notice as
well as posted on the Deschutes County website at https://www.deschutes.org/bcc/page/publi
hearing -notices.
Recorded in Deschutes County CJ2022_427
CALL TO ORDER Steve Dennison, County Clerk
Commissioners' .journal 11 /23/2022 2:49:20 PM
PLEDGE OF ALLEGIANCE
2022-427
CITIZEN INPUT: Citizen Input may be provided as comment on any topic that is not on the
agenda.
Note: in addition to the option of providing in -person comments at the meeting, citizen input comments
may be emailed to citizeninput@deschutes.org or you may leave a brief voicemail at 541.385.1734. To be
timely, citizen input must be received by noon on Tuesday in order to be included in the meeting record.
CONSENT AGENDA
1. Authorize the purchase of vehicles for the Deschutes County Sheriff's Office using State
of Oregon Pricing Agreement
2. Consideration of Chair Signature of Document No. 2022-751, a Memorandum of
Understanding with Mosaic Medical
3. Consideration of Board Signature on letter appointing Kent Vander Kamp for service on
the Deschutes County Facility Project Review Committee
4. Approval of the minutes of the October 19 2022 BOCC meeting
ACTION ITEMS
9:05 AM Consideration of Resolution No. 2022-071 to increase FTE within the 2022-
6. 9:10 AM
7. 9:30 AM
8. 9:35 AM
9. 9:45 AM
OTHER ITEMS
2023 Deschutes County Budget
Final Public Hearing on formation of Terrebonne Sanitary District
Public Hearing and Consideration of Board signature of Order No. 2022-049
and Order No. 2022-050 approving the Millennium Trust and Lebeda
annexations to Bend Park & Recreation District
Consideration of American Rescue Plan Act Funding Proposal: Friends of the
Children
Department Performance Measures Updates for Q1
These can be any items not included on the agenda that the Commissioners wish to discuss as part of
the meeting, pursuant to ORS 192.640.
EXECUTIVE SESSION
At any time during the meeting, an executive session could be called to address issues relating to ORS
192.660(2)(e), real property negotiations; ORS 192.660(2)(h), litigation; ORS 192.660(2)(d), labor
negotiations; ORS 192.660(2)(b), personnel issues, or other executive session categories.
November 02, 2022 BOARD OF COUNTY COMMISSIONERS MEETING Page 2 of 3
Executive sessions are closed to the public, however, with few exceptions and under specific guidelines,
are open to the media.
ADJOURN
Deschutes County encourages persons with disabilities to participate in all programs
and activities. This event/location is accessible to people with disabilities. If you need
accommodations to make participation possible, please call (541) 617-4747.
November 02, 2022 BOARD OF COUNTY COMMISSIONERS MEETING Page 3 of 3
ES
•BOARD OF
COMMISSIONERS
1300 NW Wall Street, Bend, Oregon
(541) 388-6570
9:00 AM WEDNESDAY November 2, 2022
Barnes Sawyer Rooms
Live Streamed Video
Present were Commissioners Patti Adair, Anthony DeBone, and Phil Chang. Also present were Nick
Lelack, County Administrator; Kim Riley, Assistant County Counsel; and Brenda Fritsvold, BOCC Executive
Assistant.
This meeting was audio and video recorded and can be accessed at the Deschutes County
Meeting Portal website www.deschutes.org/meetings
CALL TO ORDER: Chair Adair called the meeting to order at 9:01 a.m.
PLEDGE OF ALLEGIANCE
CITIZEN INPUT:
Chair Adair acknowledged the receipt of one Citizen Input email supporting the
preservation of Worrell Wayside Park.
CONSENT AGENDA: Before the Board was Consideration of the Consent Agenda.
DEBONE: Move Board approval of Consent Agenda
CHANG: Second
VOTE: CHANG: Yes
DEBONE: Yes
BOCC MEETING NOVEMBER 2, 2022 PAGE 1 OF 8
ADAIR: Chair votes yes. Motion Carried
1. Authorize the purchase of vehicles for the Deschutes County Sheriffs Office
using State of Oregon Pricing Agreement
2. Consideration of Chair Signature of Document No. 2022-751, a
Memorandum of Understanding with Mosaic Medical
3. Consideration of Board Signature on letter appointing Kent Vander Kamp for
service on the Deschutes County Facility Project Review Committee
4. Approval of the minutes of the October 19 2022 BOCC meeting
Further Discussion: Commissioner Adair expressed gratitude to Kent Vander Kamp for his
willingness to serve on the Facility Project Review Committee.
ACTION ITEMS:
1. Consideration of Resolution No. 2022-071 to Increase FTE within the
2022-2023 Deschutes County Budget
Jessica Jacks, Prevention and Health Promotion Program Manager, explained the
proposal to add a 0.25 regular FTE Community Health Specialist 1 position and
convert a 0.75 limited duration FTE Community Health Specialist 1 position to a
0.75 regular FTE position. jacks explained that initial funding for the new 0.25
position will come from tax proceeds collected per Ballot Measure 108 and
distributed by Oregon Health Authority (OHA) for tobacco cessation efforts. The
0.75 position is partially funded by a grant for suicide prevention.
Earlier this year, the County learned that its Fiscal Year 2023 allocation of 108
funds will be $395,172. Future allocations will likely be lower, but ongoing
funding is expected.
CHANG: Move Board approval of Resolution No. 2022-071 to increase FTE
within the 2022-2023 Deschutes County Budget
DEBONE: Second
VOTE: CHANG:
DEBONE:
ADAIR:
Yes
Yes
Chair votes yes. Motion Carried
BOCC MEETING NOVEMBER 2, 2022 PAGE 2 OF 8
2. PUBLIC HEARING - Final Public Hearing on formation of Terrebonne
Sanitary District
Dave Doyle, County Counsel, summarized the proposal to form Terrebonne
Sanitary District, previously discussed at the first public hearing held on October
5th. Doyle reported the receipt of a petition yesterday which sought to have this
matter be presented to the electorate of the proposed district; however, 23 valid
signatures are needed to force an election and of the 24 signatures submitted,
only 20 were determined valid by the County Clerk.
Public hearing was opened at 9:22 a.m.
Testimony:
Mike Walker, 3711 NW Povey Ave, Terrebonne, asked that the County consider
modifying the boundary of the district to include more properties. He stated he
had an additional 30 signatures from registered voters who live in the proposed
district and who support placing this matter on the ballot.
Dave Doyle confirmed that any signatures submitted seeking an election can be
turned in before the close of the public hearing; the County Clerk would then
assess them for validity.
Linda Swearingen, a former Deschutes County Commissioner and resident of
Redmond, recalled early discussions with property owners and residents on this
issue. She said people agree this is needed, but many do not want to be required
to hook up if their private system is working. Rather than expand the boundary,
she thought it better to reduce it so only those who want to connect now are
included.
Marika Sitz, attorney with Jordan Ramis, explained the options for annexing after
a district is formed. She confirmed that once the district's board is elected, it
would not have to wait for the system to be built before considering petitions for
annexation.
Kim Riley, Assistant County Counsel, added that properties would be able to
petition for annexation on an individual basis.
Ryan Rudnick, Parametrix, said putting this matter to an election would delay
construction of the necessary infrastructure. He recommended proceeding with
forming the district at this time, then collaborating with those who want to join
BOCC MEETING NOVEMBER 2, 2022 PAGE 3 OF 8
through the annexation process. Mr. Rudnick disputed that the district must
have contiguous boundaries and explained that it can have non-contiguous
boundaries so long as all of the area included is reasonably able to be served by
the district.
Mr. Walker said while he personally could connect to the system that serves
Terrebonne Estates, he supported building the larger system all at once rather
than in phases as he believed it can be expensive to connect via annexation.
Commissioner Chang referred to failed efforts to form a sanitary district in
Terrebonne in the past and was concerned about possibly losing a window of
opportunity to secure federal funding, which may not be available later.
Chris Doty, Public Works Director, recounted the initial efforts to form the district
and said because some residents fear mandatory connection and high hook-up fees,
the boundaries for Phase A were reduced to the properties who need it most. Saying
that the system is designed to eventually accommodate the entire community, he
emphasized that Phase A will take advantage of current opportunities to develop the
initial phase of the system so it is available to others in the future via build -out.
Linda Swearingen explained that the boundary of the first phase was limited
after residents learned it would cost between $13,000 and $51,000 for them to
hook up. She supported the current plan to form the district with other
properties annexing later.
Jim Wilhelm, 9250 16t" St., was concerned about the cost of the project and
wondered if the limited number of properties in the first phase would be able to
support the system. He said the district should not be created without a vote of
the people.
The Board was in consensus to have the signatures submitted by Mike Walker
presented to the County Clerk for validation.
Public hearing on the Terrebonne Sanitary District was placed on hold at 10:02 a.m.
to allow the County Clerk time to conduct the required assessment of the submitted
signatures (see page 6).
3. PUBLIC HEARING - Public Hearing and Consideration of Board signature of
Order No. 2022-049 and Order No. 2022-050 approving the Millennium Trust
and Lebeda annexations to Bend Park & Recreation District
BOCC MEETING NOVEMBER 2, 2022 PAGE 4 OF 8
Kim Riley, Assistant County Counsel, explained the requests for two parcels to
annex to the Bend Park & Recreation District, and advised that each request
have its own public hearing.
Public hearing was opened on the Millennium Trust annexation proposal at 10:03
a.m.
Testimony: none received.
Public hearing was closed at 10:03 a.m.
DEBONE: Move approval of Order No. 2022-049 approving the
Millennium Trust Co. annexation into Bend Park & Recreation
District
CHANG: Second
VOTE: DEBONE: Yes
CHANG: Yes
Chair votes yes. Motion carried
Public hearing was opened on the Lebeda annexation proposal at 10:05 a..m.
Testimony: none received.
Public ,hearing was closed at 10:05 a.m.
CHANG: Move approval of Order No. 2022-050 approving the Will
Lebeda annexation into Bend Park & Recreation District
DEBONE: Second
VOTE: DEBONE: Yes
CHANG: Yes
Chair votes yes. Motion carried
4. Consideration of American Rescue Plan Act Funding Proposal from Friends
of the Children
Laura Skundrick presented the proposal from Friends of the Children for
$100,000 in ARPA funds to be used to expand the organization's services to the
community of La Pine.
Commissioner Adair said the latest test scores in reading and math are alarming.
Friends of the Children has had outstanding success in changing the trajectory of
BOCC MEETING NOVEMBER 2, 2022 PAGE 5 OF 8
students who need help, and she was gratified that the program is expanding to
La Pine.
Commissioner DeBone preferred to use ARPA funds for capital projects.
Commissioner Chang agreed that this program, which serves disadvantaged
youth, is extremely important. He was nevertheless concerned about the
sustainability of this kind of investment since the proposal requires new staffing,
and was happy to continue supporting this work with lottery grant funds.
Rachel Cardwell, Executive Director of Friends of the Children —Central Oregon, said
this $100,000 request represents just 15% of the program's total $819,000 cost over
the next three years. She said $420,000 has been raised to date, and fundraising
efforts continue. She added that the program serves 30 students in Bend and 14 in
Redmond and is seeking to expand to serve 16 students in La Pine.
Commissioner DeBone suggested postponing action on this proposal to a future
date, and Commissioner Chang concurred.
PUBLIC HEARING - Continuation of Public Hearing on formation of
Terrebonne Sanitary District
Public hearing on the Terrebonne Sanitary District resumed at 10:38 a.m.
Steve Dennison, County Clerk, stated that two batches of petitions were submitted
on this matter, with today's batch containing at least 12 valid signatures that were
not duplicated in the batch received yesterday. Between the two batches of
petitions, the County has validated a total of 32 signatures with some remaining to
be assessed and determined the requisite threshold of 23 valid signatures had been
met to refer this matter to election.
Dave Doyle referred to revised Order # 2022-052, before the Board for action, which
would direct the question of district formation to the next available election. Doyle
explained that the ballot measure will ask the 154 registered voters who live in
Phase A if they approve forming the district. The question will be decided by a
simple majority (50% plus one).
Regarding whether the boundary of the district could be amended prior to the
election, Doyle said the Board could consider doing this but it would require
additional public hearings and other work that may not be possible to finish before
the next available election, which is when this matter must be placed on the ballot.
BOCC MEETING NOVEMBER 2, 2022 PAGE 6 OF 8
Commissioner Chang said the Board is not in a position to solve this problem for the
Terrebonne community. Rather, the community must come together, decide the
boundaries of the district, and determine a workable path forward.
Commissioner DeBone supported putting this matter to a vote by the electorate.
Public hearing was closed at 10:50 a.m.
DEBONE: Move approval of Order No. 2022-052, Sending to the
Electorate the Matter of Forming a Terrebonne Sanitary
District with the boundaries as presented
CHANG: Second
VOTE: DEBONE: Yes
CHANG: Yes
Chair votes yes. Motion carried
5. Department Performance Measures Updates for Q1
Jen Patterson, Management Analyst, introduced the 2022-2023 first quarter
update on department performance measures, which spotlights progress made
on the goal of "Healthy People: Enhance and protect the health and well-being of
communities and their residents."
Rita Bacho from Health Services reported on the progress made to reduce
outbreaks and the spread of disease by completing 95% of communicable
disease investigative tasks within the timeframe defined by Oregon Health
Authority.
Holly McCown Harris and Amber Clegg from Health Services reported on the
progress made to see Oregon Health Plan behavioral health clients within state
timelines.
Lee Randall, Facilities Director, reported on the progress made to ensure safe
access to County facilities and services through inspection, repair and
replacement of sidewalk and parking lot inventory.
Chad Centola from Solid Waste reported on the progress made to meet or exceed
the industry compaction standard to ensure efficient use of the Knott Landfill
resource.
Tim Bronwell from Solid Waste reported on the progress made to increase the
diversion rate and collect more recyclables.
BOCC MEETING NOVEMBER 2, 2022 PAGE 7 OF 8
OTHER ITEMS:
• Commissioner DeBone attended a community reception honoring the work
done by Charla DeHate upon her retirement as CEO of La Pine Community
Health.
• Commissioner DeBone attended a tour showcasing fuels reduction efforts
and involving Heart of Oregon Corps, Forestry staff, and others.
• Commissioner Chang reported that the advisory board of the Oregon
Conservation Corps met last week and offered a project tour on Friday.
• Commissioner Adair attended a meeting on Friday to discuss pilot projects
resulting from HB 4123 (coordinated homeless response).
ADJOURN: Being no further items to come before the Board, the meeting was adjourned at 11:14
a.m.
`o
DATED this '/� Day of / 2022 for the Deschutes County Board of Commissioners.
ATTEST:
P TTI ADAIR, CHAIR
ANTHONY DEBONE, VICE CHAIR
PHIL CHANG, COMMISSIONER
BOCC MEETING NOVEMBER 2, 2022 PAGE 8 OF 8
i
T E S C0G
2� BOARD OF
COMMISSIONERS
MEETING DATE: November 2, 2022
SUBJECT: Authorize the purchase of vehicles for the Deschutes County Sheriff's Office
using State of Oregon Pricing Agreement
RECOMMENDED MOTION:
Move to authorize the placement of an order of FY 2024 vehicles for the Deschutes County
Sheriffs Office.
BACKGROUND AND POLICY IMPLICATIONS:
Because the lead time between order and delivery of new vehicles for the Sheriffs Office is
presently nine to 11 months, the Sheriffs Office seeks to place orders now for vehicles
expected to be delivered in the upcoming year. All vehicles are priced according to the
State of Oregon approved government contract.
BUDGET IMPACTS:
Purchase of these vehicles is included in the DCSO FY 2024 budget; however, depending on
availability, some of the vehicles may arrive in June prior to the end of the current fiscal
year. This was experienced in June 2022 when the department received nine vehicles which
had been ordered for FY 2023. Because $349,565 had been included in the FY 2023 budget
for those, that amount is currently available should some vehicles arrive before FY 2024.
ATTENDANCE:
Joe Brundage, Business Manager
Pete Martin, Automotive Supervisor
22 Dodge Durango Patrol ICV, tint, 40mm launcher, printer. 42,212
2553450- Patrol (8 new positions & 1- Sisters, 1- SRO) Cargo box in 7 928,664
1 Ram 1500 Patrol K9 Bedliner, tonneau cover, bedslide, tint, 43,000
2553450- Patrol
7
Ram 1500 Patrol
2553450- Patrol
1
F150 or Ram 1500
2553350- Detectives
2
F150 or Ram 1500
2553350- MJ Detectives
1
Ford F250 truck
front bumper w/winch, Rambox. 43,000
Bedliner, tonneau covers, bedslides, tint, 43,000
front bumper w/winch. 5 w/Ramboxes, 2
w/o 301,000
Tonneau cover,bedslide, bedliner, window
tint, locking equip box, cell booster.
Tonneau cover,bedslide, bedliner, window
tint, locking equip box, cell booster.
Front bumper, winch, toolbox, bedliner,
2554050- Special Services fuel tank, cell booster, ICV, 40mm, tint.
1 SUV- Durango travel vehicle
Exri•a keys
2552950- Automotive
1 Ford F250 Shop truck Bedliner, bumpers, winch, toolbox,
2552950- Automotive fuel tank.
1 `I'erradyne Gurkha Armored Truck
2554350- Training/SWAT Extra keys
36 Purchase
1 Lease
FY 2024 Vehicle Summary
Qty
Make & Model
Purchase Price
Total Cost
23
Dodge Durango
42,212
970,876
8
Ram 1500
43,000
344,000
3
Ford F150
43,000
129,000
2
Ford F250
52,000
104,000
36
42,997
1,547,876
Lease vehicle
1,547,876
95,000
State of Oregon
PRICE AGREEMENT
1fm
Gee Automotive Portland VII, LLC (dba Ron Tonkin
Chrysler jeep Dodge Ram Fiat)
Chrysler, jeep, Dodge and Ram Brand Vehicles
Price Agreement # 1652
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Rain
Fiat)
This Price Agreement ("Agreement') is between the State of Oregon (the "State"),
acting by and through its Department of Administrative Services Procurement
Services ("DAS PS" or "Agency") and Gee Automotive Portland VII, LLC (dba Ron
Tonkin Chrysler Jeep Dodge Ram Fiat), a Washington Limited Liability Company
("Contractor").
Section 1 -Agreement
1.1 Parties
1.1.1 The only parties to this Agreement are Contractor and DAS PS.
1.1.2 Authorized Purchasers may purchase goods and related services
specified in Exhibit A ("Goods") by issuing ordering instruments that
create and become part of separate contracts ("Contracts"). The only
parties to Contracts created by ordering instruments are the
applicable Authorized Purchaser and Contractor. DAS PS is an
intended beneficiary of each Contract created by an ordering
instrument.
1.1.3 As used in this Agreement, "Authorized Purchaser" means:
State agencies of Oregon, Oregon Cooperative Procurement Program
("ORCPP") participants and authorized members to the State of
Washington Master Contracts Usage Agreement (MCUA). Contractor
may be required to obtain manufacturer authorization prior to an
MCUA member's purchase of Goods under this Agreement.
1.2 Ordering Instrument
1.2.1 Authorized Purchasers may order Goods during the Term of this
Agreement using an ordering instrument:
a) Authorized Purchasers who are agencies of the State of Oregon
under DAS procurement authority may issue ordering instruments
under this Price Agreement for any dollar amount without further
delegation of procurement authority from DAS. Notwithstanding
the foregoing DAS delegation, Authorized Purchasers who are
agencies of the State of Oregon must obtain all other necessary
approvals, including but not limited to legal sufficiency approval as
required.
b) Authorized Purchasers that are agencies of the State of Oregon
may use either of the following as ordering instruments: i) the
DAS PS approved purchase order form. Exhibit B is a sample DAS
PS approved purchase order form; or ii) an electronic ordering
method when the Authorized Purchaser is using a Small Purchase
Price Agreement ## 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Order Transaction System (SPOTS) card. Unless expressly
authorized by DAS PS in writing, Contractor shall not accept a
different type of ordering instrument from a State agency.
c) Authorized Purchasers that are not agencies of the State of Oregon
may use their own purchase order forms as ordering instruments.
d) To be effective, the ordering instrument must specify all of the
following:
i) Language stating that the ordering instrument is submitted
under this Agreement (and include the Agreement reference
number from the Agreement coversheet).
ii) The specific Goods and quantity of each item ordered.
iii) The net price.
iv) The requested delivery schedule.
v) The delivery location(s).
vi) The invoicing address.
vii)The Authorized Purchaser's authorized representative and
relevant contact information, including an e-mail address or
fax number.
1.2.2 A Contract created by an ordering instrument consists only of the
terms specified or required by this Agreement. Additional, different
or conflicting terms and conditions in any purchase order or any other
form of either an Authorized Purchaser or the Contractor may not
vary the terms of a Contract. Additional, different or conflicting terms
and conditions on a purchase order or other form are of no effect.
1.2.3 Contractor shall accept ordering instruments from Authorized
Purchasers that comply with the provisions of this Agreement until
this Agreement terminates.
1.2.4 An ordering instrument is deemed accepted by Contractor unless
Contractor rejects an ordering instrument within three (3) business
days after it is received. Contractor may reject an ordering
instrument: i) using the same means as were used to deliver the
ordering instrument, or ii) by e-mail if the email address is evident on
the ordering instrument. Contractor shall specify the reason(s) for
rejection.
1.2.5 Accepted ordering instruments establish separate Contracts between
the Authorized Purchaser and Contractor and include the terms set
forth in Sections 2 and 3. As used in the Contracts, "Price Agreement"
means this Agreement.
1.2.6 DAS PS is not obligated or liable under an ordering instrument unless
DAS PS is purchasing Goods as the Authorized Purchaser.
Price Agreement # 1652
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
1.2.7 Nothing in this Agreement obligates any Authorized Purchaser to
place any ordering instrument or to purchase any Goods.
1.2.8 Contractor shall reject an ordering instrument from any entity that is
not an Authorized Purchaser under this Agreement. Contractor may
verify that Authorized Purchasers are ORCPP participants at the
following address:
https•I/www.oregon.govidas lProcurementIPages/Orcppmember.as
P—X
Contractor may verify that Authorized Purchasers are MCUA
members at the following address:
https:Ijapl2s.des.wa.gov/DESContracts/Home/MCUAListin�
1.2.9 Contractor shall reject an ordering instrument that does not meet the
requirements of this Agreement.
1.3 Prices
1.3.1 Except as provided in this Section, during the Term of this Agreement,
Contractor shall offer Goods to Authorized Purchasers at prices that
do not exceed the prices listed in Exhibit A. The pricing for this
Agreement is in U.S. dollars.
1.3.2 Contractor and an Authorized Purchaser may agree to lower prices for
Goods. Those lower prices apply only to applicable Contracts
between Contractor and Authorized Purchaser.
1.3.3 Contractor shall subtract from percentages or prices charged to
Authorized Purchasers any unit price decrease that has been achieved
or gained by the Contractor, whether through the manufacturer or
otherwise. Contractor shall give Authorized Purchasers the
immediate benefit of the decrease. Contractor shall promptly notify
the DAS-PS Contract Administrator ("Contract Administrator") of the
amount and effective date of the decrease.
1.3.4 Either party to this Agreement may request a price adjustment, or an
adjustment to the discount percentage, for some or all of the Goods,
subject to Section 1.3.5 below.
1.3.5 Contractor may request unit price increases from DAS PS following
the first year of the term of the Contract, but no more than once in any
12-month period. Contractor must submit a request to the Contract
Administrator in writing at least 60 days before the proposed
effective date of the increase, or at such other time as specified by the
Contract Administrator for submittal of the request. The request must
show all proposed increases by line item and include supporting
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
documentation acceptable to DAS PS. DAS PS may require Contractor
to provide U.S. Bureau of Labor Statistics Producer Price Index or
Consumer Price Index data, published MSRP or any other relevant
manufacturer or industry data substantiating the increase.
1.3.6 Discontinued Goods may be subtracted and new Goods meeting or
exceeding the RFP specifications may be added throughout the term
of this Agreement. Goods may be adjusted upon both parties' approval
in writing, without a signed amendment to this Agreement. All
adjustments will be included on a revised Exhibit A.
1.4 Contractor Reporting and Payment Requirements
Contractor will be required to submit Volume Sales Reports and Vendor
Collected Administrative Fees.
1.4.1. Volume Sales Reports
Pursuant to the process defined by DAS PS found at:
https•//www.oregon.gov/das /Pro cu reme nt /Pages /Supplier.asl,x,
Contractor shall submit a Volume Sales Report ("VSR") to DAS PS on a
quarterly basis; the quarterly report is due no later than thirty (30)
calendar days from the end of the applicable quarter. (For purposes
of this Agreement, quarters end March 31, June 30, September 30 and
December 31.) Upon written notice from DAS PS, Contractor shall
submit the VSR on a monthly basis, VSR due date to be
determined by DAS PS.
The VSR will contain:
• Complete and accurate details of all receipts (sales and
refunds) for the reported period; and
• Such other information as DAS PS may reasonably request.
Contractor is responsible for timely reporting and shall submit a VSR
whether or not there are sales. When no sales have been recorded for
the reporting period, a report must be submitted stating "No Sales for
the Reporting Period".
1.4.2. Vendor Collected Administrative Fee
Pursuant to the process defined by DAS PS and published at
https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx.
Contractor shall submit a Vendor Collected Administrative Fee
("VCAF"), as directed by DAS PS. The VCAF is a charge equal to one
percent (M), not to exceed a total of $325 per vehicle, of Contractor's
gross total sales, less any credits, made to Authorized Purchasers
during the reporting period.
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
1.5 Term of Agreement
1.5.1 The initial term of this Agreement begins on the later of May 1, 2021
or the date this Agreement has been signed by DAS PS and Contractor
and all required approvals have been obtained (the "Effective Date")
and expires two (2) years after the Effective Date unless sooner
terminated or extended as provided in this Agreement. DAS PS has
the option to extend this Agreement for one or more additional 1-year
terms, provided that the initial term, together with all extensions,
shall not exceed a total of five (5) years. DAS PS may exercise these
options to extend by giving Contractor written notice of such exercise
no later than 30 calendar days before the expiration of the then
current term. The initial term, together with all extension terms are
collectively referred to herein as the "Term" of this Agreement.
1.5.2 Notwithstanding the foregoing, DAS PS reserves the right in its sole
discretion to extend the Agreement for a maximum of one (1)
calendar month beyond the end of any term. DAS PS shall notify
Contractor in writing of the one (1) month extension. Consecutive one
(1) month extensions obtained under this Section 1.5.2 are not
allowed.
1.5.3 After termination or expiration of this Agreement, Contractor shall
not accept new ordering instruments.
1.5.4 Termination of this Agreement also terminates "blanket" ordering
instruments in which the Contractor is not required to deliver specific
quantities of Goods at specific times. The intent of this paragraph is to
terminate what is commonly known as blanket purchase orders
(orders that may contain details of the Goods, but under which actual
sales of Goods are made by periodic releases that specify a date for
delivery of specific Goods).
1.5.5 Except as provided in Section 1.5.4, termination of this Agreement
does not terminate any right or obligation of a party to a Contract that
is based on an ordering instrument that was accepted before
termination of this Agreement, for non -recurring deliveries of Goods.
1.5.6 DAS PS may, in its sole discretion, terminate this Agreement upon 30
calendar days' written notice to Contractor for any or no reason.
1.6 Insurance
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Contractor shall obtain insurance specified in Exhibit C and shall maintain
the insurance until all Contracts under this Agreement are terminated.
1.7 Miscellaneous
1.7.1 Choice of Law. The laws of the State of Oregon (without giving effect
to its conflicts of law principles) govern all matters arising out of or
relating to this Agreement, including, without limitation, its validity,
interpretation, construction, performance, and enforcement.
1.7.2 Designation of Forum and Consent to jurisdiction. Any party bringing
a legal action or proceeding against any other party arising out of or
relating to this Agreement shall bring the legal action or proceeding in
the Circuit Court of the State of Oregon for Marion County. Each party
hereby consents to the exclusive jurisdiction of such court, waives any
objection to venue, and waives any claim that such forum is an
inconvenient forum.
1.7.3 Amendments. Unless otherwise defined in this Agreement, no
amendment of this Agreement is valid unless it is in writing and
signed by the parties.
1.7.4 Transfer. Contractor shall not assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without first
obtaining the written consent of DAS PS. DAS PS' consent to any
subcontract (or other delegation of duties) does not relieve
Contractor of any of its duties or obligations under this Agreement.
This Agreement is binding upon and inures to the benefit of each of
the parties, and, except as otherwise provided, their permitted legal
successors and assigns.
1.7.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which is an original, and all of which together
are deemed one and the same instrument, notwithstanding that all
parties are not signatories to the same counterpart.
1.7.6 Force Majeure. Neither party is responsible for delay or default
caused by an unallocated risk such as fire, riot, and acts of God or war,
or by any other cause not within the control of the parry whose
performance is interfered with, and, which by the exercise of
reasonable diligence, the party is unable to prevent. DAS PS may
terminate this Agreement upon written notice after determining such
delay or default will reasonably prevent successful performance of
this Agreement within an acceptable time period. In the event of any
such delay, Contractor's obligations are suspended to the extent of
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
and for the duration of such causes. However, Contractor shall take
all good faith efforts to eliminate the cause of any such delay, and
upon the cessation of such cause, shall resume performance of
Contractor's obligations with all reasonable diligence. DAS PS, in its
sole discretion, may extend the period for performance under this
Agreement to enable Contractor, once such causes have been
removed, to fulfill its obligations hereunder.
1.7.7 Entire Agreement. This Agreement, together with the attached
exhibits, constitutes the entire agreement between the parties and
merges all prior and contemporaneous communications with respect
to the subject matter.
1.7.8 Notices. Except as otherwise expressly provided in this Price
Agreement, any communications between the parties, or notices to be
given under this Price Agreement, are effective only if given in writing
or by personal delivery, email or United States Postal Service, postage
prepaid, to the Contract Administrator for Contractor or DAS-PS, as
applicable, or to such other addresses or numbers as either party may
later indicate pursuant to this Section. Any communication or notice
via the United States Postal Service is deemed given five (5) days after
mailing. Any communication or notice by personal delivery is deemed
given immediately upon such delivery. Any communication or notice
by email is deemed given when the recipient, by an email sent to the
email address for the sender or by a notice given by another method
in accordance with this Section, acknowledges having received that
email, with an automatic "read receipt" not constituting
acknowledgment of an email for purposes of this Section.
1.7.9 No Third Party Beneficiaries. DAS PS and Contractor are the only
parties to this Agreement and are the only parties entitled to enforce
its terms. Nothing in this Agreement gives, is intended to give, or will
be construed to give or provide, any benefit or right, whether directly,
indirectly, or otherwise, to third persons unless such third persons
are individually identified by name herein and expressly described as
intended beneficiaries of the terms of this Agreement.
1.7.10 Waiver. The failure of DAS PS to enforce any provision of this
Agreement or the waiver of any violation or nonperformance of this
Agreement in one instance does not constitute a waiver by DAS PS of
that or any other provision nor is it a waiver of any subsequent
violation or nonperformance. Such a failure to enforce waiver, if
made, is effective only in the specific instance and for the specific
purpose given.
1.7.11 Certification of Compliance with Tax Laws. Contractor has complied
with the tax laws of this State and all applicable tax laws of political
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
subdivisions of this State. Contractor shall, throughout the duration of
this Agreement and any Contract and any extensions thereof, comply
with all tax laws of this State and all applicable tax laws of any
political subdivision of this State. For the purposes of this Section,
"tax laws" includes: (i) All tax laws of this State, including but not
limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any
tax provisions imposed by a political subdivision of this State that
applied to Contractor, to Contractor's property, operations, receipts,
or income, or to Contractor's performance of or compensation for any
work performed by Contractor; (iii) Any tax provisions imposed by a
political subdivision of this State that applied to goods, services, or
property, whether tangible or intangible, provided by Contractor; and
(iv) Any rules, regulations, charter provisions, or ordinances that
implemented or enforced any of the foregoing tax laws or provisions.
Any failure to comply with the provisions of this subsection 1.7.11
constitutes a material default of this Agreement and any Contract.
Any failure to comply entitles DAS PS or Authorized Purchaser to
terminate this Agreement or any Contract, as applicable and to pursue
and recover any and all damages that arise from the default and the
termination of this Agreement or any Contract, and to pursue any or
all of the remedies available under this Agreement or any Contract, at
law, or in equity, including but not limited to:
Termination of this Agreement or any Contract, as applicable, in
whole or in part;
Exercise of the right of setoff, and withholding of amounts
otherwise due and owing to Contractor, in an amount equal to
State's or Authorized Purchaser's setoff right, without penalty; and
Initiation of an action or proceeding for damages, specific
performance, declaratory or injunctive relief. DAS PS or
Authorized Purchaser may recover any and all damages suffered
as the result of Contractor's default of this Agreement or any
Contract, including but not limited to direct, indirect, incidental
and consequential damages, costs of cure, and costs incurred in
securing replacement Goods, services and applications.
1.7.12 Recycled Products. DAS PS' performance under this Agreement is
conditioned upon Contractor's compliance with the obligations
intended for contractors under ORS 27913.220, 27913.225 (if applicable
to this Agreement), 27913.230 and 27913.235 (if applicable to this
Agreement), which are incorporated into this Agreement by
reference. Contractor shall, to the maximum extent economically
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)).
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
1.7.13 Records Archiving. Contractor shall retain, maintain and keep
accessible all records relevant to this Price Agreement (the "Records")
for a minimum of six (6) years, or such longer period as may be
required by applicable law following termination of this Agreement.
Such period shall be further extended until the conclusion of any
audit, controversy or litigation commenced during such period and
arising out of or related to this Agreement or any Contract. Financial
Records must be kept in accordance with Generally Accepted
Accounting Principles. During the record -retention period established
in this Section, Contractor shall permit DAS-PS, the State of Oregon
and the federal government access to the Records at a reasonable
time and place for purposes of examination and copying.
1.7.14 Performance Evaluations. DAS PS may conduct evaluations of
Contractor's performance during the term of this Agreement. DAS PS
will compile and maintain completed evaluations, which will become
a written record of Contractor's performance. DAS PS may also
maintain as part of that written record information obtained from
Contractor during an exit interview following Contract termination.
DAS PS may provide copies of any documents in the written record to
the Contractor and third parties upon request. DAS PS may use
performance evaluations in any way it deems necessary, in its sole
discretion, including but not limited to making responsibility
determinations and decisions to award contracts.
1.7.15 Reporting. This Agreement and Contract(s) of Authorized Purchasers
who are State agencies will be reported to the Oregon Department of
Revenue. The Department of Revenue may take any and all actions
permitted by law relative to the collection of taxes due to the State of
Oregon or a political subdivision, including (i) garnishing the
Contractor's compensation under this Agreement or any Contract or
(ii) exercising a right of setoff against Contractor's compensation
under this Agreement or any Contract for any amounts that may be
due and unpaid to the State of Oregon or its political subdivisions for
which the Department of Revenue collects debts.
1.7.16 Survival: All rights and obligations cease upon termination or
expiration of this Price Agreement, except for the rights and
obligations and declarations which expressly or by their nature
survive termination, including without limitation this Section 1.7.16,
and provisions regarding warranties and liabilities, independent
Contractor status and taxes and withholding, compensation,
Contractor's representations and warranties, control of defense and
settlement, remedies, dispute resolution, order of precedence,
maintenance and access to records, notices, severability, successors
Price Agreement # 1652 10
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
and assigns, third party beneficiaries, waiver, headings, and
integration.
Section 2 - Standard Terms for Contracts Under This Agreement
2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: The Contract consists
of the ordering instrument and the provisions in Sections 2 and 3 of the Price
Agreement. In the event of a conflict between the ordering instrument and
provisions in Sections 2 and 3, the provisions in Sections 2 and 3 take
precedence.
2.2 PAYMENT: Contractor shall look solely to Authorized Purchaser for
payment of all amounts that may be due under this Contract. AUTHORIZED
PURCHASER IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS
CONTRACT. Subject to Authorized Purchaser's acceptance of Goods,
payment is due from Authorized Purchaser within 45 calendar days after the
date of the invoice.
2.3 OVERDUE CHARGES: At Contractor's option, it may assess overdue account
charges to Authorized Purchaser up to a maximum rate of two-thirds of one
percent per month (8% per annum).
2.4 PAYMENT ADDRESS: Payments must be sent to the address specified in the
Contractor's invoice.
2.5 INVOICES: Contractor shall invoice Authorized Purchaser only after delivery
of all Goods ordered. Invoices shall be sent to the address provided by
Authorized Purchaser for that purpose. Contractor shall include all of the
following in its invoice:
2.5.1. Price Agreement number.
2.5.2. Ordering instrument number.
2.5.3. Goods ordered.
2.5.4. Date delivered.
2.5.5. Volume or quantity of Goods delivered.
2.5.6. The price per item.
2.5.7. The total amount invoiced.
2.5.8. The address to which payment is to be sent.
2.5.9. Additional Taxes (e.g. privilege or vehicle use tax and corporate
activity tax) (determined based on the state of purchase)
2.6 PRICES: Contractor represents that all prices for Goods under this Contract
are equal to or better than the prices listed in the Price Agreement.
2.7 CANCELLATION; INSPECTIONS AND ACCEPTANCE: The Authorized
Purchaser may cancel an order in whole or in part before Goods described in
the cancelled whole or part are delivered. The Authorized Purchaser has ten
Price Agreement # 1652 11
Gee Automotive Portland Vn, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
(10) calendar days from date of delivery of the entire order within which to
inspect and accept or reject the Goods. If the Goods are rejected, the
Authorized Purchaser shall provide Contractor with written notice of
rejection. Notice of rejection must include itemization of apparent defects,
including but not limited to (i) discrepancies between the Goods and 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). If the Authorized Purchaser elects to provide Contractor an
opportunity to cure the defects, notice of rejection must also specify such
opportunity to cure, and the time period in which such cure must be
completed.
2.7.1. The Authorized Purchaser may elect to have Contractor deliver
substitute conforming Goods at no additional cost to the Authorized
Purchaser. In such an event, Contractor shall deliver substitute
conforming Goods within ten (10) calendar days of receipt of notice of
rejection.
2.7.2. If the Goods are rejected or acceptance is revoked, Contractor shall
refund any Contract payments that have been made with regard to the
rejected 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.
2.7.3. Nothing contained in Section 2.7 precludes Authorized Purchaser
from other remedies to which it may be entitled upon rejection or
revocation of acceptance.
2.8 REPRESENTATIONS AND WARRANTIES:
2.8.1. OFFICER STATUS, INSURANCE: Contractor represents and warrants
that it is not an "officer," "employee," or "agent" of the Authorized
Purchaser, as those terms are used in ORS 30.265. Contractor
represents and warrants that Contractor has obtained and will
maintain during the term of this Contract all insurance required by
the Price Agreement.
2.8.2. WARRANTY ON MATERIALS, DESIGN AND MANUFACTURE: Unless
otherwise approved, in writing, by the Authorized Purchaser,
Contractor represents and warrants that all Goods are new, unused,
current production models, and are free from defects in materials,
design and manufacture. Contractor further represents and warrants
that all Goods are in compliance with and meet or exceed all
specifications in Exhibit D to the Price Agreement.
Price Agreement # 1652 12
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
2.8.3. WARRANTY ON SERVICE STANDARDS: Contractor warrants that all
services required to be performed, if any, shall be performed in a good
and workmanlike manner in accordance with the highest standards
prevalent in the industry.
2.8.4. WARRANTY OF TITLE: Contractor represents and warrants that all
Goods are free and clear of any liens or encumbrances, that Contractor
has full legal title to the Goods, and that no other person or entity has
any right, title or interest in the Goods that is superior to or infringes
upon the rights granted to the Authorized Purchaser under this
Contract.
2.8.5. WARRANTY ON SAFETY AND HEALTH REQUIREMENTS:
Contractor represents and warrants that Goods provided under this
Contract comply with all applicable federal health and safety
standards, including but not limited to, Occupational Safety and
Health Administration ("OSHA"), and all Oregon safety and health
requirements, including, but not limited to, those of the Oregon
Consumer and Business Services Department.
2.8.6. MANUFACTURER WARRANTIES: Contractor shall have all
manufacturer warranties covering the Goods and component parts, if
any, transferred to the Authorized Purchaser, and provide warranty
documents to the Authorized Purchaser, at time of delivery at no
charge.
2.8.7. WARRANTIES CUMULATIVE: The warranties set forth in this
Section 2.8 are in addition to, and not in lieu of, any other warranties
provided in this Contract. All warranties provided in this Contract are
cumulative, and are intended to afford the Authorized Purchaser the
broadest warranty protection available.
2.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS:
2.9.1 LAWS AND REGULATIONS: Contractor shall comply with all federal,
state and local laws, regulations, and ordinances applicable to this
Contract as they may be adopted or amended from time to time.
2.9.2 STATUTORY TERMS: Authorized Purchaser's performance under
this Contract is conditioned upon Contractor's compliance with the
obligations intended for contractors under ORS 279B.220, 279B.225
(if applicable to this Contract), 279B.230 and 279B.235 (if applicable
to this Contract), which are incorporated into this Contract by
reference. Contractor shall, to the maximum extent economically
feasible in the performance of this Contract, use recycled paper (as
defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined
in ORS 279A.010(1)(hh)), and other recycled plastic resin products and
Price Agreement ## 1652 13
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
recycled products (as "recycled product" is defined in ORS
279A.010(1)(ii)).
2.9.3 NONCOMPLIANT GOODS: In the event of a conflict between the
specifications in this Contract and applicable federal or State law, the
law will prevail. Contractor shall make any modifications required to
achieve compliance with law. When Contractor is notified or becomes
aware of any required modifications, Contractor shall immediately
notify DAS PS and Authorized Purchaser.
2.9.4 RECALLED GOODS OR COMPONENTS: In the event any Goods or
component parts are recalled by a regulatory body or the
manufacturer, or discovered by Contractor not to be in compliance
with the applicable specifications, Contractor shall immediately notify
DAS PS, and the Authorized Purchaser of the recall or non-compliance,
and shall provide copies of the notice or other documentation. Upon
notification, Authorized Purchaser may elect to do any of the
following:
a) Reject the Goods.
b) Revoke its acceptance of the Goods.
c) Require Contractor to complete necessary modifications, where
applicable, in a timely manner, at no charge to the Authorized
Purchaser.
d) Terminate the Contract in its entirety or with respect to the
recalled or noncompliant Goods.
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 shall reimburse Authorized Purchaser for any
payments made.
2.10 FOREIGN CONTRACTOR: If the amount of the Contract exceeds ten
thousand dollars ($10,000), and if Contractor is not domiciled in or
registered to do business in the State, Contractor shall promptly provide to
the Oregon Department of Revenue ("ODR") all information required by the
ODR relative to the Contract. Authorized Purchaser may withhold final
payment under the Contract until Contractor has met this requirement.
2.11 SAFETY DATA SHEET: Contractor shall provide the Authorized Purchaser at
time of delivery with a Material Safety Data Sheet ("SDS") as defined by the
OSHA for any Goods provided under the Price Agreement that may release or
otherwise result in exposure to a hazardous chemical under normal
conditions of use. In addition, Contractor must properly label, tag or mark
such Goods. Additionally, Contractor shall deliver EPA labels and MSDS
information if available and as requested by Authorized Purchasers.
Price Agreement # 1652 14
Gee Automotive Portland VIi, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
2.12 TIME IS OF THE ESSENCE: Time is of the essence for performance of
Contractor's performance obligations under this Contract.
2.13 FORCE MAJEURE: Neither Authorized Purchaser nor Contractor shall be
held responsible for delay or default caused by fire, riot, acts of God, war, or
any other cause which is beyond the party's reasonable control. Contractor
shall, however, make all reasonable efforts to remove or eliminate such a
cause of delay or default and shall, upon the cessation of the cause, diligently
pursue performance of its obligations under this Contract. Authorized
Purchaser may terminate this Contract upon written notice to Contractor
after reasonably determining that such delay or default will likely prevent
successful performance of the Contract within an acceptable time period.
2.14 RESERVED
2.15 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS: If Authorized
Purchaser is an agency of the State of Oregon or another governmental body,
payment obligations under this Contract are conditioned upon Authorized
Purchaser's receiving funding, appropriations, limitations, allotments, or
other expenditure authority sufficient to allow Authorized Purchaser, in the
exercise of its reasonable administrative discretion, to meet its payment
obligations under this Contract. At the time the ordering instrument was
issued, Authorized Purchaser had sufficient funds available and authorized to
make payments under this Contract.
2.16 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES
AND WITHHOLDING:
2.16.1 Contractor is an independent contractor. Although the Authorized
Purchaser reserves the right (i) to determine (and modify) the
delivery schedule for the Goods and (ii) to evaluate the quality of
completed performance, Authorized Purchaser cannot and will not
control the means or manner of Contractor's performance. Contractor
is responsible for determining the appropriate means and manner of
performing any obligations required by this Contract.
2.16.2 Contractor is responsible for all federal and state taxes applicable to
compensation or payments paid to Contractor under this Contract
and, unless Contractor is subject to backup withholding, Authorized
Purchaser will not withhold from such compensation or payments any
amount(s) to cover Contractor's federal or state tax obligations.
Contractor is not eligible for any social security, unemployment
insurance or workers' compensation benefits from compensation or
payments paid to Contractor under this Contract, except as a self-
employed individual.
Price Agreement # 1652 15
Gee Automotive Portland V11, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
2.17 INDEMNIFICATION:
2.17.1 Contractor shall defend, save, hold harmless, and indemnify the Authorized
Purchaser, the State of Oregon and its officers, employees and agents from and against
all claims, suits, actions, proceedings, losses, damages, liabilities, awards and costs of
every kind and description (including reasonable attorney's fees and expenses at trial,
on appeal and in connection with any petition for review) (collectively, "claim")
which may be brought or made against any Authorized Purchaser, 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 or agents, (ii) any act or omission by
Contractor that constitutes a material default 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. Authorized Purchaser or the State shall promptly notify Contractor in writing
of any claim of which Authorized Purchaser or State becomes aware. Contractor's
obligation under this Section shall not extend to any claim solely caused by (i) the
negligent or willful misconduct of Authorized Purchaser, or (ii) Authorized
Purchaser's modification of Goods without Contractor's approval and in a manner
inconsistent with the purpose and proper usage of such Goods.
2.17.2 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 or its officers,
employees and agents prior to such action or representation. Further, the State, acting
by and through its Department of Justice, may assume its own defense, including that
of its officers, employees and agents, at any time when in the State's sole discretion it
determines that (i) proposed counsel is prohibited from the particular representation
contemplated; (ii) counsel is not adequately defending or able to defend the interests
of the State, its officers, employees or agents; (iii) important governmental interests
are at stake; or (iv) the best interests of the State are served thereby. Contractor's
obligation to pay for all costs and expenses shall include those incurred by the State in
assuming its own defense and that of its officers, employees, or agents under clauses
(i) and (ii) above.
2.18 DEFAULT:
2.18.1 BY CONTRACTOR: Contractor is in default under this Contract if:
a) 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;
b) Contractor no longer holds a license or certificate that is required
for Contractor to perform Contractor's obligations under this
Contract; or
c) Contractor commits any default of any covenant, representation,
warranty, obligation or certification under this Contract, provided
Price Agreement # 1652 16
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
however that Contractor may cure the default within the period
specified in Authorized Purchaser's notice of default when
Authorized Purchaser determines the default is curable by
Contractor within an acceptable time period.
2.18.2 BY AUTHORIZED PURCHASER: Authorized Purchaser is in default of
this Contract if:
a) Authorized Purchaser fails to pay Contractor any amount pursuant
to the terms of this Contract, and Authorized Purchaser fails to
cure such failure within ten (10) business days after delivery of
Contractor's notice of such failure or such longer period as
Contractor may specify in such notice; or
b) Authorized Purchaser commits any default of any covenant,
warranty, or obligation under this Contract and such default is not
cured within ten (10) business days after delivery of Contractor's
notice of default or such longer period as Contractor may specify
in such notice.
2.19 REMEDIES:
2.19.1 AUTHORIZED PURCHASER'S REMEDIES: If Contractor is in default
under Section 2.18.1, in addition to the remedies afforded elsewhere
in this Contract, the Authorized Purchaser may recover any and all
damages suffered as the result of Contractor's default, including but
not limited to direct, indirect, incidental and consequential damages,
as provided in ORS 72.7110 to 72.7170. Authorized Purchaser may, at
its option, pursue any or all of the remedies available to it under this
Contract and at law or in equity, including, but not limited to:
a) Termination of the Contract as provided in Section 2.20.2;
b) Withholding all monies due for invoiced Goods or services that
Contractor has failed to deliver or perform within any scheduled
completion dates or has performed inadequately or defectively;
c) Initiation of an action or proceeding for damages, specific
performance, declaratory or injunctive relief, and
d) Exercise of its right of setoff, and withholding of monies otherwise
due and owing in an amount equal to Authorized Purchaser's
setoff without penalty to Authorized Purchaser.
These remedies are cumulative to the extent the remedies are not
inconsistent, and Authorized Purchaser may pursue any remedy or
remedies singly, collectively, successively or in any order whatsoever.
2.19.2 CONTRACTOR'S REMEDIES: If Authorized Purchaser terminates this
Contract, or if Authorized Purchaser is in default under Section 2.18.2
and whether or not Contractor elects to exercise its right to terminate
Price Agreement # 1652 17
Gee Automotive Portland VU, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
this Contract under Section 2.20.3, Contractor's sole remedy is: (a) A
claim against Authorized Purchaser for the unpaid purchase price for
Goods delivered and accepted by Authorized Purchaser, (b) with
respect to services compensable on an hourly basis, a claim for unpaid
invoices, hours worked but not yet billed and authorized expenses for
services completed and accepted by Authorized Purchaser, and (c)
with respect to deliverable -based services, a claim for the sum
designated for completing the deliverable multiplied by the percentage
of services completed and accepted by Authorized Purchaser, less
previous amounts paid and any claim(s) which Authorized Purchaser
has against Contractor. If previous amounts paid to Contractor exceed
the amount due to Contractor under this Section, Contractor shall pay
any excess to Authorized Purchaser upon written demand.
2.20 TERMINATION:
2.20.1 BY MUTUAL CONSENT: This Contract maybe terminated at anytime
by mutual written consent of Authorized Purchaser and Contractor.
2.20.2 RIGHTS OF AUTHORIZED PURCHASER. Authorized Purchaser may,
at its sole discretion, terminate this Contract or other ordering
instrument for convenience with thirty (30) days' written notice.
Authorized Purchaser may terminate this Contract immediately upon
notice to Contractor, or at such later date as Authorized Purchaser
may establish in such notice, upon the occurrence of any of the
following events: (a) Authorized Purchaser fails to receive funding,
appropriations, limitations, allotments, or other expenditure authority
sufficient to allow Authorized Purchaser, in the exercise of its
reasonable administrative discretion, to meet its payment obligations
under this Contract; (b) federal or state laws, regulations, or
guidelines are modified or interpreted in such a way so as to prohibit
either the purchase of the Goods by Authorized Purchasers under the
Price Agreement or Authorized Purchaser's payment for such Goods
from the planned funding sources; or (c) Contractor is in default of
this Contract under Section 2.18.1. Upon receipt of written notice of
termination, Contractor shall stop performance under this Contract if
and as directed by Authorized Purchaser.
2.20.3 RIGHTS OF THE CONTRACTOR: Contractor may terminate this
Contract with ten (10) days' written notice to Authorized Purchaser, if
Authorized Purchaser is in default of this Contract as described in
Section 2.18.2.
2.21 ACCESS TO RECORDS: Contractor shall retain, maintain, and keep accessible
all records relevant to this Contract (the "Records") for a minimum of six (6)
years, or such longer period as may be required by applicable law following
expiration or termination of the Contract, or until the conclusion of any audit,
Price Agreement # 1652 18
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
controversy or litigation arising out of or related to the Contract, whichever
date is later. Financial Records will also be kept in accordance with Generally
Accepted Accounting Principles ("GAAP"). During the record -retention
period established in this Section, Contractor shall permit DAS PS, the
Authorized Purchaser, their duly authorized representatives, and the federal
government access to the Records at a reasonable time and place for
purposes of examination and copying.
2.22 NOTICES: Except as otherwise expressly provided in this Contract, any
communications between the parties, or notices to be given under this
Contract, are effective only if given in writing by personal delivery, email or
United States Postal Service, postage prepaid, to the party's authorized
representative. For Authorized Purchaser, the authorized representative and
the address or number for notices or communications to be given to that
authorized representative are as identified in the ordering instrument or as
later indicated by Authorized Purchaser pursuant to this Section. For
Contractor, the authorized representative and the address or number for
notices or communications to be given to that authorized representative are
as identified in the Price Agreement or as later indicated by Contractor
pursuant to this Section. Any communication or notice via the United States
Postal Service is deemed given five (5) days after mailing. Any
communication or notice by personal delivery is deemed given immediately
upon such delivery. Any communication or notice by email is deemed given
when the recipient, by an email sent to the email address for the sender or by
a notice given by another method in accordance with this Section,
acknowledges having received that email, with an automatic "read receipt"
not constituting acknowledgment of an email for purposes of this Section.
2.23 ORDERING INSTRUMENTS; ACKNOWLEDGEMENTS: The parties
acknowledge and agree that other than designation of order quantities, types
of Goods, delivery destination, dates of order, and scheduled delivery of other
performance, any purchase orders or acknowledgement documents are
simply for the convenience of the parties to initiate or confirm an order of
Goods under this Contract and that no other terms or conditions contained in
those documents are of any force or effect or are binding upon the parties.
2.24 GOVERNING LAW: This Contract is governed by and construed in
accordance with the laws of the State of Oregon, without regard to principles
of conflicts of laws.
2.25 VENUE; CONSENT TO JURISDICTION:
2.25.1 STATE OF OREGON CONTRACT VENUE; CONSENT TO
JURISDICTION: Any claim, action, suit or proceeding (collectively,
"Claim") between an Authorized Purchaser that is an agency of the
State of Oregon and Contractor that arises from or relates to this
Contract shall be brought and conducted solely and exclusively within
Price Agreement # 1652 19
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
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.
2.25.2 NON STATE OF OREGON CONTRACT VENUE; CONSENT TO
JURISDICTION: Any Claims between Contractor and an Authorized
Purchaser other than an agency of the State of Oregon that arise from
or relate to this Contract shall be brought and conducted solely and
exclusively within the Circuit Court of the county in which such
Authorized Purchaser resides, or at the Authorized Purchaser's
option, within such other county as the Authorized Purchaser is
entitled under the laws of the relevant jurisdiction to bring or defend
Claims. If any such 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 in which such Authorized Purchaser resides. 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 Authorized
Purchaser's sovereign or governmental immunity, if any, whether
derived from the Eleventh Amendment to the United States
Constitution or otherwise, or of any defenses to Claims or jurisdiction
based thereon.
2.26 SURVIVAL: The following provisions survive termination or expiration of
this Contract: Sections 2.8, 2.9.1, 2.9.4, 2.16, 2.17, 2.18, 2.19, 2.21, 2.23, 2.24,
2.25, 2.26; the paragraph in Exhibit C bearing the caption "TAIL COVERAGE";
and any other provision that by its nature would reasonably be expected to
survive termination or expiration.
2.27 SEVERABILITY: If any provision of this Contract is declared by a court of
competent jurisdiction to be illegal or otherwise invalid, the validity of the
remaining terms and provisions shall not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Contract
did not contain the particular provision held to be invalid.
Price Agreement # 1652 20
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
2.28 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS: Contractor shall not
assign, sell, transfer, or subcontract rights, or delegate responsibilities under
this Contract, in whole or in part, without the prior written approval of the
Authorized Purchaser. Further, no such written approval shall relieve
Contractor of any obligations under the Contract, and any assignee,
transferee, or delegate shall be considered the agent of Contractor. The
provisions of this Contract are binding upon, and shall inure to the benefit of
the parties and their respective successors and permitted assigns.
2.29 MERGER CLAUSE; AMENDMENT; WAIVER: This Contract constitutes the
entire agreement between Contractor and Authorized Purchaser on the
subject matter of this Contract. There are no understandings, agreements, or
representations, oral or written, not specified in this Contract on the subject
matter of this Contract. No amendment of this Contract is valid unless it is in
writing and signed by the parties. No waiver or consent is effective unless in
writing and signed by the party against whom it is asserted. Waivers and
consents are effective only in the specific instance and for the specific
purpose given. The failure of the Authorized Purchaser to enforce any
provision of this Contract is not a waiver by Authorized Purchaser of that or
any other provision.
2.30 INTENDED BENEFICIARY. DAS PS is an intended beneficiary of this
Contract. However, the parties to this Contract may modify the ordering
instrument or terminate this Contract without the consent of DAS PS.
2.31 ASSIGNMENT OF ANTITRUST RIGHTS. Contractor irrevocably assigns to
the State Of Oregon any claim for relief or cause of action which the
Contractor now has or which may accrue to the Contractor in the future by
reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in
connection with any goods or services provided to the Contractor for the
purpose of carrying out the Contractor's obligations under this Contract,
including, at the State's option, the right to control any such litigation on such
claim or relief or cause of action. Contractor shall require any subcontractors
hired to perform any of Contractor's duties under this Agreement to
irrevocably assign to the State of Oregon, as third party beneficiary, any right,
title or interest that has accrued or which may accrue in the future by reason
of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in
connection with any goods or services provided to the subcontractor for the
purpose of carrying out the subcontractor's obligations to the Contractor in
pursuance of this Agreement, including, at the State's option, the right to
control any such litigation on such claim or relief or cause of action.
Price Agreement # 1652 21
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Section 3 - Special Terms for Contracts under this Agreement
3.1 CONTRACTOR CERTIFICATIONS: If Contractor offers Goods under the Price
Agreement, Contractor shall maintain its status as a manufacturer -
authorized product reseller for the Goods throughout the Term of the Price
Agreement. If Contractor offers installation and/or maintenance services
under this Price Agreement, Contractor shall maintain its status as a
manufacturer -authorized service provider. If any required status is
discontinued, this Contract may be terminated.
3.2 SELECTION PROCESS: This is not an exclusive agreement. DAS PS intends to
award multiple Price Agreements and Participating Addenda for the Goods
and services offered under this solicitation. Authorized Purchasers who are
State of Oregon Agencies must follow the selection process outlined below.
Authorized Purchasers who are not State of Oregon Agencies may select the
Contractor of Authorized Purchaser's choice in compliance with applicable
statute and rules.
3.2.1 For purchases under $10,000, Authorized Purchasers who are
State Agencies may select the Contractor of their choice in compliance
with applicable statute and rule.
3.2.2 For purchases over $10,000 Authorized Purchasers who are
State Agencies shall use one of the following selection processes:
a) Brand Name Justification - A documented brand name justification
in compliance with applicable statutes and rules.
b) Best Value Analysis -Authorized Purchaser may conduct a
comparison of the offers based upon the following best value analysis
process;
Determine category of need, if more than 3 Contractors offer Goods
and services in the category of need, contact at least 3 Contractors and
request a quote for the anticipated Goods and services. If 3 or less
Contractors offer Goods and Services in category of need, contact all
Contractors that provide Goods and services in the category of need
and request a quote for anticipated Goods and services. Quoted rates
must not exceed the most competitive rates and discounts set forth in
this Price Agreement. Authorized Purchaser may provide a deadline
for quote response to Contractor.
ii. Determine which Contractor and Authorized Dealer provides the best
value for Authorized Purchaser. Some or all of the following factors
Price Agreement # 1652 22
Gee Automotive Portland VU, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
may be used in the Authorized Purchaser's determination of best
value (additional factors not listed may also be used) :
• Applicable discounts and incremental pricing options;
• Shipping costs;
• Manufacture timelines;
• Delivery process;
• Maintenance and repair service levels;
• Applicable warranties;
• Contractor's past performance record through reference
checks;
• Contractor's service area;
• Price comparison
• Life cycle costing including expected life, salvage value and
discounted total cost of ownership.
iii. Negotiate with one or more Contractors to gain the best value for the
desired Goods and services.
iv. Authorized Purchasers may make award decisions based on price
alone, or may also take value and technical and past performance
considerations into account.
c) Document Authorized Purchasers procurement files describing the
process, considerations, findings, and decisions used for determining
the Contractor selected through the Best Value Analysis.
3.3 DELIVERY CHARGES: For all orders, FOB destination delivery costs up to 60
miles from dealership shall be paid by the Contractor. Additional delivery
charges for delivery beyond 60 miles must be based on delivery cost outlined
in Exhibit A.
3.4 ADVANCE PAYMENT PROHIBITED: No advance payment shall be made for
the Goods or services furnished by Contractor pursuant to this Contract.
3.5 NOTICE OF ORDER SHORTAGES: Contractor shall notify Authorized
Purchaser within twenty-four (24) hours of receiving notice that ordered
Goods or services will not be available for shipment or scheduling on the
scheduled delivery day. This includes a notice to Authorized Purchaser
whenever a particular Good will be short -shipped. Notice of unavailability for
services or projected short -shipment of Goods will not eliminate Authorized
Purchaser's right to pursue all available remedies.
3.6 UNAUTHORIZED WORK: Goods or services provided without or prior to
receipt of written authority (i.e. without a Purchase Order duly issued under
the Price Agreement) will be considered unauthorized and may not be paid
for by Authorized Purchaser.
3.7 PRICE QUOTES: Contractor price quotes will be considered a firm offer (or
maximum price) for a set time period of 90 days after issuance. Upon any
negotiations with an Authorized Purchaser, Contractor will update the quote,
or provide a new "not -to -exceed" final price quote for desired Goods and
Services prior to Authorized Purchaser placing an order. Price Quotes must
Price Agreement # 1652 23
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
include all costs, including but not limited to, additional options, taxes
(including privilege tax and corporate activity or vehicle use tax for State of
Oregon), fees, and delivery and registration costs.
Section 4 - Signature of Contractor's Duly Authorized Representative
4.1 The undersigned represents:
(a) Signee is a duly authorized representative of Contractor, has been
authorized by Contractor to make all representations, attestations, and
certifications contained in this Agreement and to execute this Agreement
on behalf of Contractor;
(b) Contractor is bound by and will comply with all requirements,
specifications, and terms contained in this Agreement;
(c) Contractor will furnish the Goods in accordance with Contracts under this
Agreement; and
(d) Contractor shall furnish federal identification number or social security
number under a separate document.
(e) All Contractor affirmations contained in its bid or proposal related to this
Agreement are true and correct.
(f) Contractor has not discriminated against and will not discriminate
against minority, women or emerging small business enterprises certified
under ORS 200.055 or against a business enterprise that is owned or
controlled by or that employs a disabled veteran as defined in ORS
408.225 in obtaining any required subcontracts, and that Contractor is
not in violation of any nondiscrimination laws.
(g) Contractor has a written policy and practice that meets the requirements,
described in ORS279A.112, of preventing sexual harassment, sexual
assault, and discriminating against employees who are members of a
protected class. Contractor agrees, as a material term of the Price
Agreement, to maintain the policy and practiced in force during the entire
Price Agreement term.
(h) Contractor has no undisclosed liquidated and delinquent debt owed to
the State or any department or agency of the State.
(i) Contractor shall comply with ORS 652.220 and shall not unlawfully
discriminate against any of Contractor's employees in the payment of
wages or other compensation for work of comparable character on the
basis of an employee's membership in a protected class. "Protected class"
means a group of persons distinguished by race, color, religion, sex,
sexual orientation, national origin, marital status, veteran status,
disability or age. Contractor's compliance with this Section constitutes a
material element of this Price Agreement and a failure to comply
constitutes a default that entitles Agency to terminate this Price
Agreement for cause.
(j) Contractor may not prohibit any of Contractor's employees from
discussing the employee's rate of wage, salary, benefits, or other
Price Agreement # 1652 24
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Agreed:
Contractor's Name: Gee Automotive P rt/ d,1�II, LLC tdba Ran Tankin Chrysler
jeep Dodge Ram Fiat) �,.--,
Authorized Signature:
Printed Name of Authorized Signature:
Baggs
Title of Authorized Signature: Fleet
Manager
Date: 04.127.12021
Contractor Administrative Contact (also referred to as Contract Administrator):
Name Chuck Baggs
Address 16800 SE McLoughlin Blvd Milwau 'e Or 97267
Telephone 503-258-5800 ext 4950 or 503-78 - 128 cell
E-mail ebaggs@tonkLn.com
Price Agreement # 1652 25
Gee Automotive Portland V11, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Section 5 - Signature of DAS PS
Agreed:
Darwin Ku 171 pu c'a Digitally signed by Darwin Kumpula
Authorized Signature: Date:2021.04.2808:10:19-07'00'
Date: 28 April 2021
DAS PS Contract Administrator (Type or Print):
Name
Brent Lutz
Address
122S SE Ferry Street, Salem, OR 97301
Telephone
971 719-3436
E-mail
brent.l.lutz ore on. ov
Legal Review:
Approved pursuant to ORS 291.047
Approved by Marc S. Bocci, Senior Assistant Attorney General
Per email dated March 23, 2021
Price Agreement # 1652 26
Gee Automotive Portland VH, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Price Agreement # 1652
Gee Automotive Portland VII, LLC (dba Ron Tonkin Chrysler Jeep Dodge Ram Fiat)
Exhibit B
.
STATE OF OREGON
PURCHASE ORDER
(PO) NO.
PAGE #
Authorized Purchaser's Authorized Representative
Purchase Order Date
Requisition No.
Contractor Name and Address
Authorized Purchaser's Invoicing Address
Contractor FEIN
Price Agreement number
Authorized Purchaser's Authorized Representative
Email Address
Deliver to Address
Authorized Purchaser's Authorized Representative
Phone and Fax Number
Delivery Schedule or Delivery Date
Item
Description
QuantityUlm
Unit Price
Net Price
Sub Total
Freight
Total
This Purchase Order, in addition to any exhibits or addenda attached, is placed against State of Oregon
Solicitation # DASPS-2295-20 and Price Agreement #1652. The terms and conditions contained in the Price Agreement apply to
this purchase and take precedence over all other conflicting terms and conditions, express or implied. There are no
understandings, agreements or representations, oral or written, not specified herein.
Agency's Authorized Representative to Make Purchase
Date
Exhibit C
INSURANCE REQUIREMENTS
Contractor shall obtain at Contractor's expense the insurance specified in this Exhibit C prior to performing under
this Price Agreement and shall maintain it in full force and at its own expense throughout the duration of this Contract,
as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply.
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 Agency. Coverage shall be primary
and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and
Workers' Compensation. Contractor shall pay for all deductibles, self -insured retention and self-insurance, if any.
WORKERS' COMPENSATION & EMPLOYERS' LIABILITY
All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS
656.017 and 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. If Contractor is a subject employer, as defined in ORS 656.023,
Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident.
If Contractor is an employer subject to any other state's workers' compensation law, Contactor shall provide workers'
compensation insurance coverage for its employees as required by applicable workers' compensation laws including
employers' liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of
its out-of-state subcontractors complies with these requirements.
COMMERCIAL GENERAL LIABILITY:
® Required ❑ Not required
Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that
are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and
completed operations, contractual liability coverage for the indemnity provided under this contract, and have no
limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis
in an amount of not less than $2,000,000 per occurrence. Annual aggregate limit shall not be less than $4,000,000.
AUTOMOBILE LIABILITY INSURANCE:
® Required ❑ Not required
Automobile Liability Insurance covering Contractor's business use including coverage for all owned, non -owned, or
hired vehicles with a combined single limit of not less than $2,000,000 for bodily injury and property damage. This
coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for
Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may
be acceptable if evidence that the policy includes a business use endorsement is provided.
EXCESS/UMBRELLA INSURANCE:
A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.
ADDITIONAL INSURED:
All liability insurance, except for Workers' Compensation, Professional Liability, and Network Security and Privacy
Liability (if applicable), required under this Price Agreement must include an additional insured endorsement
specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured
status with respect to liability arising out of ongoing operations and completed operations, but only with respect to
Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with
any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of
your ongoing operations must be on ISO Form CG 2010 07 04 or equivalent and the Additional Insured endorsement
with respect to completed operations must be on ISO form CG 20 37 0413 or equivalent.
WAIVER OF SUBROGATION:
Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor may acquire against the
Agency or State of Oregon by virtue of the payment of any loss. Contractor will obtain any endorsement that may be
necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Agency has
received a waiver of subrogation endorsement from the Contractor or the Contractor's insurer(s).
TAIL COVERAGE:
If any of the required insurance is on a claims made basis and does not include an extended reporting period of at
least 24 months, Contractor shall 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 Contract, for a
minimum of 24 months following the later of (i) Contractor's completion and Agency's acceptance of all Services
required under this Contract, or, (ii) Agency or Contractor termination of contract, or, iii) The expiration of all
warranty periods provided under this Contract.
CERTIFICATES) AND PROOF OF INSURANCE:
Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any Goods
and performing any Services required under this Contract. The Certificates) shall list the State of Oregon, its officers,
employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also
include all required endorsements or copies of the applicable policy language effecting coverage required by this
contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of
Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance
Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements
in this Contract.
NOTICE OF CHANGE OR CANCELLATION:
The Contractor or its insurer must provide at least 30 days' written notice to Agency before cancellation of, material
change to, potential exhaustion of aggregate limits of, or non -renewal of the required insurance coverage(s).
INSURANCE REQUIREMENT REVIEW:
Contractor agrees to periodic review of insurance requirements by Agency under this agreement and to provide
updated requirements as mutually agreed upon by Contractor and Agency.
STATE ACCEPTANCE:
All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide
complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to
Agency's representatives responsible for verification of the insurance coverages required under this Exhibit C.
Exhibit D
SPECIFICATIONS
1. GENERAL PROVISIONS:
1.1 SILENCE OF SPECIFICATIONS: The apparent silence of the specifications as to any detail, or the apparent
omission of a detailed description concerning any point, shall be interpreted as requiring that Contractor
shall perform to only the best commercial practice and that Contractor shall supply and incorporate into
Goods only materials and workmanship of first quality. 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, and Contractor failed to seek a
formal request for change during the solicitation process for the Agreement, then Contractor shall be
required to provide Goods meeting the Authorized Purchaser's needs with regard to any omitted
specification.
1.2 ADHERENCE TO THE SPECIFICATIONS: Deviations from specifications discovered after purchase shall be
corrected by Contractor at no cost to the Authorized Purchaser.
2. SPECIFICATIONS:
Specifications below provide a minimum requirement.
2.1 All Base Model Vehicles must include all OEM standard features, equipment, and components, Manufacturer or
Dealer installed according to the Manufacturer's standard procedures, requirements, and specifications. All
Vehicle Base Models must include two (2) sets of keys and all user manuals.
2.2 Additional equipment packages, factory installed options and aftermarket options may also be offered. Cab and
Chassis optional Body Upfit may also be offered. Contractor shall provide all sub -contractors for Body Upfits to
DAS PS.
2.3 All required installation services must be completed by the manufacturer or a manufacturer authorized installer
and Contractor must certify completed vehicle conforms to all Federal Motor Vehicle Safety Standards ("FMVSS")
and all body modifications must have National Highway Traffic Safety Administration ("NHTSA") certification.
2.4 Unless otherwise DAS PS approved, all Vehicles must be no older than 1 year beyond the current Manufacturer's
model year, new and unused, free of damage, rust and other defects that may affect appearance or serviceability.
2.5 All Vehicles must comply with all federal and State laws, requirements, and regulations applicable to the type and
class of Vehicles and contractual services. This includes, but is not limited to, FMVSS, Occupational Safety and
Health Administration ("OSHA"), Environmental Protection Agency ("EPA') Standards, and State laws,
requirements, and regulations. In addition, if any applicable federal or State legislation becomes effective during
the term of the Contract regarding the Goods and related services, including but not limited to requirements
concerning specifications and safety, and environmental requirements, those requirements shall immediately
become a part of the Agreement and each Contract The Contractor shall meet or exceed any such requirements
of the laws and regulations. If an apparent conflict exists, the Contractor shall contact the Contract Administrator
immediately.
2.6 Vehicles must not contain Dealer's advertising or identification (name, logos, etc.) including all Base Equipment,
OEM Options, Accessories, & Implements; OEM & Replacement Parts; and their components. Manufacturer's
advertising or identification (name, model, logos, etc.) will be permitted on the respective Vehicles if such
advertising or identification is a Manufacturer's standard on the specific Vehicle.
2.7 Acceptable Vehicle fuel and alternative fuel options include gasoline (E-10), diesel, bio-diesel, natural gas
(compressed or liquefied), ethanol flex fuel (E-85), liquefied petroleum gas, Hydrogen Fuel Cell Electric Hybrid,
Plug-in Hybrid Electric and Plug-in Electric Vehicle. Additional fuel options may be accepted upon DAS PS
approval.
MEETING DATE: November 2, 2022
SUBJECT: Consideration of American Rescue Plan Act Funding Proposal: Friends of the
Children
BACKGROUND AND POLICY IMPLICATIONS:
In FY21, Deschutes County was awarded $38.4 million in American Rescue Plan Act (ARPA)
funds through the Federal Government. There is approximately $440,000 in remaining
ARPA funds. At the November 2 meeting, the Board will consider a funding proposal from
Friends of the Children requesting $100,000. The proposal is attached to this memo.
ATTENDANCE:
Laura Skundrick, Management Analyst
CHUr-a
to Oregon
August 8, 2023
Dear Deschutes County Administrators and Board of Commissioners:
Friends of the Children Central Oregon respectfully requests $100,000 in funding from Deschutes County's American
Rescue Plan Act (ARPA) Funds, under the Equity -Focused Services funding area, to support the expansion of our 1:1
mentorship program to La Pine, Oregon. The requested funds would enable our organization to work with La Pine youth
facing the greatest obstacles, confronting systematic disparities and promoting healthy environments for these children
and their families.
Friends of the Children Central Oregon was founded in 2017, joining the now 25-site national network that impacts
generational change by providing youth who are facing the greatest obstacles with long-term relationships with
professional mentors —12+ years, no matter what. Using a rigorous, research -informed child selection process, we
intentionally enroll children from low-income households who are facing systemic obstacles and who have experienced
multiple Adverse Childhood Experiences (ACES). Once enrolled between ages 4-6, each child is paired with a professional
mentor ("Friend") who provides an intentional, stable relationship and 1:1 support for 3-4 hours per week — every week,
every month, every year, for 12+ years.
The data emerging from the pandemic is clear: more children, especially children of color and those living in poverty,
have fallen further behind academically and are experiencing increased behavioral and mental health challenges than
prior to 2020. Rural communities, which already faced significant disparities compared to urban settings, experienced
additional challenges through virtual learning such as more limited technology access and availability of caregiver
support, combined with recent increases in housing expenses and skyrocketing inflation. In response, we have been
working with the Bend -La Pine School District and local community leaders to prepare for service expansion to La Pine,
where the need for our services is vast and local schools, partners and families have expressed a desire for our services.
The requested grant would enable the launch of this expansion by hiring two full-time professional mentors, called
"Friends,". Each Friend will work closely with 8 youth, who are identified in kindergarten through our highly
collaborative selection process. Friends will spend four hours of one-on-one time with each of 16 youth living in La Pine
every week, integrating at least 30 minutes of academic support into their ongoing activities with each child. Friends and
youth will spend time together in the classroom, at our Ranch, and out in the community. Interactions will be flexible
and informal, but never random. Friends join youth in their classrooms, supporting school success and positive peer
relationships; in their homes, strengthening family relationships and promoting positive identity development; and in
their communities, supporting youth in discovering their talents and passions, or what we call "sparks."
We believe that any child, in any situation, can succeed, even those facing the most obstacles. Our program creates
equity in education through youth empowerment and granting youth agency in their academic experience, both of
which lend to improved academic and social -emotional outcomes. We appreciate your time and consideration and
look forward to speaking with you in more detail about this initiative. Together, we can make generational change.
Respectfully submitted,
d A
/ rf
Rachel Cardwell
Executive Director
rcardwell@friendscentraloregon.org
MEETING DATE: November 2, 2022
SUBJECT: Department Performance Measures Updates for Q1
BACKGROUND AND POLICY IMPLICATIONS:
Three departments have been selected to provide updates on progress made during Q1 on
selected performance measures that fall under the County goal of Healthy People:
Enhance and protect the health and well-being of communities and their
residents.
Objective: Healthy People - Support and advance the health and safety of
Deschutes County's residents.
Department: Health Services
Staff: Rita Bacho
Performance Measure: Reduce outbreaks and spread of disease by completing
95% of communicable disease investigative tasks within the timeframes defined
by Oregon Health Authority.
Target: 95%
Q1 Update:95.67%
Objective: Healthy People - Promote well-being through behavioral health
and community support programs.
Department: Health Services
Staff: Holly McCown Harris and Amber Clegg
Performance Measure: See Behavioral health Oregon Health Plan clients within
state timelines. Routine: within 1 week.
Target: 80%
Q1 Update: 90%
Objective: Healthy People - Support and advance the health and safety of
Deschutes County's residents.
Department: Facilities
Staff: Lee Randall
Performance Measure: Ensure safe access to County facilities and services
through inspection, repair, and replacement of sidewalk and parking lot
inventory. Inspect 80% of sidewalk and parking lot inventory annually.
Target: True
Q1 Update: In progress, inspections are underway
Objective: Healthy People - Help to sustain natural resources and air and
water quality in balance with other community needs.
Department: Solid Waste
Staff: Chad Centolla and Tim Brownell
Performance Measure: Continue to meet or exceed the general industry
compaction standard of 1,200 pound/cubic yard to ensure efficient use of the
Knott Landfill resource.
Target: 1,200
Q1 Update: 1,367
Objective: Healthy People - Help to sustain natural resources and air and
water quality in balance with other community needs.
Department: Solid Waste
Staff: Chad Centolla and Tim Brownell
Performance Measure: Work with solid waste service providers to increase the
diversion rate and collect more recyclables than the average prior three year's
55,00 annual (13,750 per quarter) tons.
Target: 13,750
Q1 Update: 16,000
BUDGET IMPACTS:
No anticipated budget impact.
ATTENDANCE:
Jen Patterson, Strategic Initiatives Manager
Rita Bacho, Manager, Public Health Program
Holly McCown Harris, Program Manager, Crisis Services
Amber Clegg, Manager, Behavioral Health
Lee Randall, Director, Facilities
Chad Centolla, Director, Solid Waste
Tim Brownell, Director, Solid Waste