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Award SummaryPage 3 of 33 <br />"ORCPP" means the Oregon Cooperative Purchasing Program, whose participants includes but <br /> <br />are not limited to: independent agencies, cities, counties, school districts, special <br /> <br />districts, Qualified Rehabilitation Facilities (QRFs), residential programs under contract <br /> <br />with the Oregon Department of Human Services, United States governmental agencies, and <br /> <br />American Indian tribes or agencies. <br /> <br /> <br />"ORCPP Participants" means ORCPP members in good standing that have chosen to open a <br /> <br />Participant Account with Contractor. <br /> <br /> <br />"Participant" means Oregon Participants that maintain Participant Accounts. <br /> <br /> <br />"Participant Accounts" means the accounts opened by Participants and administered by <br /> <br />Contractor for the issuance and use of Cards. <br /> <br /> <br />"Participant Authorized Officer" means the person authorized by the Participant to approve <br /> <br />issuance, re-issuance, and usage of Cards. <br /> <br /> <br />"Price Agreement" means this agreement for the procurement of Services. <br /> <br />"Services" means the services to be performed by Contractor in connection with the <br /> <br />issuance of Cards and the administration of Participant Accounts as set forth in Exhibit A <br /> <br />of the Price Agreement. <br /> <br /> <br />"SPO" means the State of Oregon acting by and through its Department of Administrative <br /> <br />Services - State Procurement Office. <br /> <br /> <br />"UCC" means the Uniform Commercial Code, ORS chapters 71 and 72 as amended from time to <br /> <br />time. <br /> <br /> <br />2.0 AGREEMENT TO PROVIDE SERVICES: During the Term of the Price Agreement, Contractor <br /> <br />agrees to provide the Services of the kind and quantity requested, at the time and place <br /> <br />requested by a Participant on the terms and conditions set forth in this Price Agreement. <br /> <br /> <br />3.0 TERM OF THE PRICE AGREEMENT: <br /> <br /> <br />3.1 The Initial Term of the Price Agreement shall be three (3) years beginning on the <br /> <br />Effective Date and ending on the expiration date unless terminated sooner in accordance <br /> <br />with the termination provisions of this Price Agreement. The Price Agreement may be <br /> <br />extended for additional periods ("Extension Terms") by agreement of the parties as set <br /> <br />forth below. The Term of the Price Agreement shall not exceed ten (10) years. <br /> <br /> <br />3.2 SPO shall notify Contractor in writing if the State intends to extend the Price <br /> <br />Agreement ("Renewal Notice") at least thirty (30) days prior to the expiration of the then <br /> <br />current term. If Contractor consents to the extension, it shall sign and return the Renewal <br /> <br />Notice to SPO within the time period specified therein. If the Contractor does not consent, <br /> <br />the Price Agreement shall expire according to its terms, unless earlier terminated. <br /> <br /> <br />3.3 Notwithstanding the foregoing, the State reserves the right in its sole discretion to <br /> <br />extend the Price Agreement for a maximum of one (1) calendar month beyond any term. SPO <br /> <br />shall notify Contractor in writing of the one-month extension prior to the expiration of <br /> <br />the then current term. Consecutive one-month extensions under this Section are not allowed. <br /> <br /> <br />4.0 PRICING, INVOICING AND PAYMENT: <br /> <br /> <br />Participants shall pay the Account Charges for purchases of products made with Cards issued <br /> <br />to the Participant. Invoicing and payment shall be as set forth in Exhibit B. Contractor <br /> <br />agrees to look only to the Participant issued the Card for payment of Account Charges. <br /> <br /> <br />5.0 CONTRACTORS REPRESENTATIONS AND WARRANTIES: <br /> <br /> <br />5.1: The warranties set forth in this Price Agreement and in the UCC, which is incorporated <br /> <br />into the Price Agreement and Contracts by reference, are in addition to, and not in lieu <br /> <br />of, any other warranties provided in the Price Agreement and any Contract. All warranties <br /> <br />provided shall be cumulative, and shall be interpreted expansively so as to afford the <br /> <br />Participants and the State with the broadest warranty protection available. <br /> <br /> <br />5.2: The Contractor represents and warrants as follows: <br /> <br /> <br />5. 2. 1 Contractor has the power and authority to enter into and perform the Price <br /> <br />Agreement and all Contracts. The Price Agreement and each Contract, when executed and <br /> <br />delivered, shall be valid and binding obligations of the Contractor enforceable in <br /> <br />accordance with their terms. <br /> <br />https://orpin.oregon.gov/open.dll/showDocSummary?sessionID=1921160&disID=985529&docTy...6/10/2008 <br /> <br />