00002672 RFP Steet Cleaning Services Project Information Packet~1.pdf

RFP No. 00002672 Page 1 of 51 Project Information Packet

RFP Number 00002672 Goods & Services February 5, 2026

Request for Proposals (RFP) for

Sidewalk Cleaning Services Project Information Packet Section 1: Opportunity Overview

Section 2: How Your Proposal Will Be Evaluated

Section 3: Scope of Work

Section 4: Exhibits

Section 5: Sample Contract

Section 6: RFP Terms and Conditions

RFP No. 00002672 Page 2 of 51 Project Information Packet

RFP at a Glance Proposals Due:

February 27th, 2026 before 4:00 p.m. Pacific Time

Summary:

The City of Portland has a need for enhanced cleaning and maintenance services in the area around the Gateway Transit Center, referred to as the Gateway Management District. The provision of enhanced cleaning and maintenance services will provide an increased level of cleanliness and an increased feeling of safety for residents and users of the area.

Pre-Proposal Meeting:

There will not be a pre-proposal meeting for this solicitation.

Submit Your Proposal:

City of Portland Online Procurement Center:

https://procure.portlandoregon.gov/bso/

Refer to the Proposal Response Packet: Section 7: Submission Instructions for details.

Have Questions or Need Help? Single Point of Contact:

Send questions, requests for clarification, or requests for assistance by 7 calendar days before the due date and time on the cover of this RFP, or as revised by a published Addendum. Any questions received after may not be answered. Only the Single Point of Contact can answer questions about this RFP.

Tristan Sakamoto Sr. Procurement Specialist Procurement Services

(503) 823-8867 Tristan.Sakamoto@portlandoregon.gov https://procure.portlandoregon.gov/bso/ mailto:Tristan.Sakamoto@portlandoregon.gov

RFP No. 00002672 Page 3 of 51 Project Information Packet

Section 1: Opportunity Overview

1.1 Outcome Goals

Sidewalks cleaned of debris and hazardous substances will allow people who live, work, and recreate in the City of Portland’s District 1, to travel for work, school, and pleasure in a timely manner without barriers in the form of trash or biohazards in their path.

People in District 1 will feel connected to their community, and be able to celebrate Portland’s cultural diversity and unique places.

1.2 Scope of Work

District 1 encompasses East Portland, roughly from Marine Drive to the North and South to Clatsop Street. You can find more details of Council Districts here:

https://www.portland.gov/council/districts#lookup.

All work will be conducted between 6:00 a.m. to 3:30 p.m., and include:

• Trash/debris cleanup and bio-hazard cleanup on public streets and sidewalks

• Pressure washing as needed for bio-hazard cleanup and general cleaning on public sidewalks

• Graffiti removal up to 8 feet high on public signs and sidewalks

• Large item pickup, or coordination with City for larger item cleanups as needed

Trash/Debris Collection

City will provide locations for trash and debris cleanup on an as-needed basis. Areas requiring frequent cleanup might be set up on a regular schedule. Work will consist of garbage and small debris removal, some bio-hazard waste removal such as needles or bodily fluids, and includes disposal at a waste collection facility. Workers will be expected to have bio-hazard handling and disposal training and be provided equipment to perform such work safely.

Pressure Washing

Pressure washing of sidewalks, with locations and cleaning schedule established by the City.

Work will not include collection of significant refuse, engagement with tents, homeless people, or moving semi-permanent structures. Picking up a wrapper or plastic shopping bag impeding the power washing is an example of expected work.

Power washing will be conducted on sidewalks from the street up to private property boundaries. There will be no penalty for power washing the side of a building as spray often crosses the artificial boundary created for the purpose of this scope of work.

https://www.portland.gov/council/districts#lookup

RFP No. 00002672 Page 4 of 51 Project Information Packet

Graffiti Removal

Locations of graffiti will be provided by City for removal. Workers will be expected to take pictures before and after graffiti is removed. Techniques for removal shall be to first attempt pressure washing or solvents, and if unsuccessful, painting over the graffiti with paint supplied or approved by the City. Cleaning actions shall be logged and reported weekly with pictures.

Large Item Pickup

There may be occasional pickup and disposal requested by City for large items such as shopping carts or mattresses.

Reporting

Work activities will be collected in weekly written status reports submitted to the City Project Manager. The status reports will be due on the first day of the week and shall include summaries of all activities and Deliverables completed in the prior week. Reports will include a list of any delayed items, a description of the cause of the delay, schedule impact, and a proposed method of resolution. Delayed items will be carried over onto subsequent reports until resolved.

Workforce Development

The City desires this work to include an initiative to help community members, especially those that are unsheltered, reenter the workforce, build self-confidence in their abilities, and participate in creating a more livable community. Programs should include homeless to work programs, assistance with work readiness, the promotion of recovery from homelessness, and low-barrier, accessible work opportunities.

1.3 Contract Details

The City intends to award at least one price agreement. The initial term of each agreement will be five years, with the City’s option to extend to a maximum term of ten years.

1.4 Estimated RFP Timeline

The timeline below is an estimate for the RFP and Contracting process.

Event Date Deadline for RFP Questions February 5, 2026 Written proposals due before 4:00 p.m. (for Phase 1) February 27, 2026 Short list posted and Phase 2 instructions shared [if applicable] March 20, 2026 Notice of Intent to Award Posted March 27, 2026

The City will adjust this schedule as necessary.

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1.6 Pre-Proposal Meeting

There will be no pre-proposal meeting or site visit scheduled for this Project.

1.7 Addenda

The City will share more information about this RFP if something is missing or unclear. The City will share this information as an addendum (or addenda, if more than one). The City will post addenda on the City’s Procurement Website BuySpeed.

Addenda issued seventy-two (72) hours or more before the due date are binding. The seventy-two (72) hour window excludes Saturdays, Sundays, and City-observed holidays.

You are responsible for complying with the addenda, even if you do not see it.

Oral instructions or information concerning the RFP or the project given out by officers, employees, or agents of the City shall not modify the RFP nor bind the City. Any changes or revisions to the RFP shall be binding only if issued by the City in a written addendum.

These instructions are advice only and the City does not warrant that following these instructions will guarantee that a proposer’s proposal is submitted correctly. Assistance by City staff does not guarantee proposal submission will be completed accurately, on-time, or that proposals will be considered responsive. Compliance with all proposal submission requirements is still the responsibility of the Proposer even if assistance is provided. Proposers bear complete and total responsibility for ensuring their proposal is properly submitted and received on time.

https://www.portland.gov/policies/human-resources-administrative-rules/leaves/hrar-602-holidays

RFP No. 00002672 Page 6 of 51 Project Information Packet

Section 2: How Your Proposal Will Be Evaluated

2.1 Proposal Review and Selection

Evaluation Overview The City will appoint an Evaluation Committee (Committee) to evaluate the proposals received.

To score proposals, the Committee will evaluate each proposal using the criteria below. The Committee may seek outside expertise. The Committee will require at least ten (10) Business Days to evaluate and score the proposals.

The City will decide how or when to proceed through the evaluation process. The City will also decide if additional clarifications are needed, when to begin or end negotiations, reasonable timelines, and whether to open negotiations with a lower scoring proposer.

The City can also decide to cancel the solicitation or reject all proposals.

Evaluation Process Each proposal is evaluated using these criteria:

Responsiveness, Responsibility, and Mandatory Criteria

The City will determine if you are a Responsible Proposer who has submitted a Responsive Proposal (ORS 279B.005).

Refer to Portland Public Contracting Rules for details.

[List any minimum requirements firms must meet to bid on the opportunity]

Evaluation Phase 1–Written Scoring

Proposals that meet the responsiveness, responsibility, and mandatory requirements will be evaluated in Evaluation Phase 1. The Committee will conduct a detailed review of the written proposals:

Phase 1 Evaluation Criteria

Evaluation Criteria Percent of total points

Percent of points for sub-criteria

Proposer Capabilities 35 — Project Team 15 — Project Approach 20 — https://www.portland.gov/policies/public-contracting-rules

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Pricing Proposal 10 Corporate Responsibility 20 — Equal Employment Opportunity and Access in Subcontracting 10

Equal Opportunity Employer and Community Involvement 5

Sustainable Business Practices — 5 Total 100%

Short Listing

At the end of any evaluation phase, the Evaluation Committee may focus on only a limited number of proposals by developing a “short list” based on the scores. The number of proposals on the short list depends on the number of proposals the Committee believes have a reasonable chance of leading to a contract award. If you are eliminated from further consideration, you will be notified by a Notice of Shortlisting posted on the City’s Procurement Website.

Subsequent Evaluation Phases The City will proceed with subsequent evaluation phases as needed. These phases may include oral interviews, demonstrations, presentations, site visits, clarification of the proposals, or other activities.

If you are invited to participate in subsequent evaluation phases, the City will share additional information and instructions a reasonable amount of time before any further evaluation is held.

Evaluation Phase 2 – Interviews, Demonstrations, or Presentations [Optional]

The scoring of Phase 2 generally will be as follows. Further detail on specific criteria, weighting, and point breakdown will be part of the information and instructions provided by the City at the end of Phase 1.

Phase 2 Evaluation Criteria

Evaluation Criteria % Allocation

Content of Phase 2 Evaluation To be determined 100

Additional Optional Evaluation Phases and Methods

In addition to the evaluation phases above, the City can use other methods like best and final offers, serial negotiations, and competitive simultaneous negotiations.

Proposers eliminated at any stage of the evaluation process will be notified.

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Total Overall Score

At the end of each evaluation phase, the points from that phase will be added to your cumulative score to determine your Total Overall Score. The proposer with the highest Total Overall Score may be identified as the finalist.

The selection of the finalist may also be based on negotiated costs and agreeing to the City’s terms and conditions within the City’s Sample Contract.

Negotiations will follow with the finalist. If successful, negotiations may result in a final award and Contract for the work. If the Contract with the finalist cannot be reached within a time that is reasonable to the City, the City may elevate the proposer with the next highest Total Overall Score to be the finalist.

2.2 Award Review and Protest

Review The City will post a Notice of Intent to Negotiate and Award on the City's Procurement Website.

The Notice will identify the proposer(s) to which the City intends to award a contract.

Following the Notice of Intent to Negotiate and Award, the public may view proposal documents, in accordance with the Oregon Public Records Act.

If you were not awarded the Contract, you can ask for clarification or debriefing, request time to review the selection procedures, or discuss the scoring methods used by the Evaluation Committee.

Protests Proposers can challenge the City’s decision to exclude the proposer from the next step in the evaluation process, and to award a contract. If you wish to protest your elimination, you must submit a protest within seven (7) Calendar Days of the City’s posting of the Notice of Short List or Notice of Intent to Award.

Proposers can read Portland Public Contracting Rules regarding protest procedures, all of which may be found online: https://www.portland.gov/policies/public-contracting-rules.

Proposers may also learn more about protests by reviewing ORS 279B.405 and ORS 279B.410.

Protesters may not use judicial appeal rights unless all protest and appeal rights are exhausted.

https://www.portland.gov/policies/public-contracting-rules

RFP No. 00002672 Page 9 of 51 Project Information Packet

Section 5: Sample Contract

CITY OF PORTLAND

CONTRACT FOR

Sidewalk Cleaning Services

Contract Number: _________

As authorized by PCC 5.10, this Contract is made effective on ___________ (“Effective Date”) by and between the City of Portland (“City”), a municipal corporation of the State of Oregon, and _____________ (“Contractor”), a(n) ________ corporation, by and through their duly authorized representatives. This Contract may refer to the City and Contractor individually as a “Party” or jointly as the “Parties.”

The initial Term of this Contract shall be from the Effective Date through __________, with the City’s option to renew for a maximum Term of ten years. The total not-to-exceed amount under this Contract for the initial Term shall be $_______________.

(04/20)

Party contacts and Contractor’s and City’s Project Manager for this Contract are:

For City of Portland: For Contractor:

Name: Name:

Title: Title:

Address: Address:

City, State: City, State:

e-mail: e-mail:

Copy to: Jeff Blade Copy to:

e-mail: jeff.blade@portlandoregon.gov

Scope and Consideration (9/19)

(a) Contractor shall perform the Services and provide the Goods and Deliverables set forth in the Statement of Work by the due dates specified in the Contract.

(b) City agrees to pay Contractor a sum not to exceed $_________ for accomplishment of the Project.

(c) Payments shall be made to Contractor according to the schedule identified in Exhibit A, the Contractor’s Price.

mailto:jeff.blade@portlandoregon.gov

RFP No. 00002672 Page 10 of 51 Project Information Packet

Recitals:

WHEREAS, to further its government operations, the City of Portland desires to have sidewalks in the Gateway District kept clean and debris free (the “Project”); and

WHEREAS, the City issued Request for Proposal (RFP) # ________ for Sidewalk Cleaning Services; and

WHEREAS, Contractor, in its Proposal dated ________ and submitted in response to the City’s RFP represented that it has the knowledge, experience, and expertise in sidewalk cleaning services; and

WHEREAS, the City selected Contractor based on its Proposal;

THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS (11/18)

General Definitions. (11/18) These definitions apply to the entire Contract, subsequent Amendments, and any Change Orders or Task Orders, unless modified in an Amendment. If any definition contains a substantive provision conferring rights and/or obligations upon a Party, then effect shall be given to the substantive provision.

“Acceptance” (11/18*) means the Deliverable demonstrates to the City’s satisfaction that the Deliverable conforms to and operates according to the Acceptance Criteria or the City’s Specifications.

“Acceptance Criteria” (11/18) means functionality and performance requirements determined by the City, based upon the Specifications, which must be satisfied prior to City’s Acceptance of a Deliverable. City and Contractor shall agree upon written Acceptance Criteria.

“Affiliates” (11/18) means, for Contractor, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control. The term “control” means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, agreement or otherwise.

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“Amendment” (12/18) means a written document required to be signed by both Parties when in any way altering the Master Terms and Conditions of the Contract, Contract amount, or substantially altering a Statement of Work.

“Business Day” (11/18) means a twenty-four hour day, excluding weekends and City holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Calendar Day” (11/18) means a twenty-four hour day, including weekdays, weekends and holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Change Order” (12/18) means a document, agreed and signed by both Parties, that changes an existing Statement of Work. Change Orders cannot change Contract amount or Master Terms and Conditions.

“COBID Certified Firm” (09/25) means an entity certified by the State of Oregon Certification Office for Business Inclusion and Diversity

“Confidential Information” (07/21) means any information that is disclosed in written, graphic or machine-recognizable form and is marked or labeled at the time of disclosure as being Confidential or its equivalent, or, if the information is in verbal or visual form, it is identified as Confidential or proprietary at the time of disclosure, or a reasonable time thereafter. Information shall always be considered Confidential Information, whether or not it is marked or identified as such, if it is described by one or more of the following categories: (1) non-public financial, statistical, personnel, human resources data or Personally Identifiable Information as described in the Oregon Consumer Information Protection Act; (2) business plans, negotiations, or strategies; (3) unannounced pending or future products, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by Oregon Public Records Laws and the Uniform Trade Secrets Act; (5) information which is exempt from disclosure per Oregon Public Records Law; (6) attorney/client privileged communications; (7) information which is exempt per federal laws (including but not limited to copyright, HIPPA); and (8) information relating to or embodied by designs, plans, configurations, specifications, programs, or systems including without limitation, data and information systems, any software code and related materials and processes, Customizations, Configurations, Updates, Upgrades; and any Documentation. Confidential Information does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving Party; is already lawfully known to the receiving Party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Contract or any other agreement between the Parties or of any applicable protective or similar order, in the receiving Party’s possession without any obligation restricting disclosure; is independently developed by the receiving Party, as shown by reasonable written documentation, without breach of this Contract; or is explicitly approved for release by written authorization of the disclosing Party.

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“Contract” (11/18) means the Master Terms and Conditions including all exhibits, attachments and schedules and their constituent parts listed in the Order of Precedence or incorporated by reference.

“Contract Price” (11/18) means the not-to-exceed price agreed upon by the Parties for all Goods and Services.

“Deliverable(s)” (11/18) means the Goods, Services, Documentation or documents or tangible work products described in the Statement of Work to be provided to the City by Contractor under this Contract.

“Documentation” (11/18) means user manuals and other written materials in any form that describe the features or functions of the Goods and Services, including but not limited to published specifications, online instructions and help, marketing materials, technical manuals, and operating instructions provided by Contractor to the City, or readily available to the public, or as required to be produced by Contractor subject to the terms of this Contract.

“Equipment” (11/18) means any hardware, machinery, device, tool, including add-ons, or peripherals of tangible form together with the necessary supplies for upkeep and maintenance, and other apparatus necessary for the proper implementation and operation of the Goods or Services to be provided to the City by Contractor under this Contract.

“Defect” (11/18) means any error, problem, condition, bug, or other partial or complete inability of a Service, Good or component thereof, to operate in accordance with the applicable Specifications.

“Final Acceptance” (11/18*) means the City has determined that all Deliverables conform to and operate according to the Acceptance Criteria, applicable Documentation, and Contractor’s representations, or the City’s specified requirements.

“Force Majeure Event” (4/2020) means an exceptional, unforeseeable and unavoidable occurrence beyond the reasonable control of the affected Party, such as, riots, epidemics, war, government regulations, labor disputes, fire, natural phenomena, or other causes beyond such Party’s reasonable control.

“Good(s)” (11/18) means the items provided by Contractor to the City under this Contract, as outlined in the Statement of Work.

“Intellectual Property Rights (IPR)” (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, RFP No. 00002672 Page 13 of 51 Project Information Packet and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force.

“Manufacturer’s Warranty” (11/18) means a written statement to the City from Contractor or passed through Contractor from a third party, that one or more Goods manufactured by the third party and provided by Contractor will operate at the required Specifications, functionality and performance level.

“Manufacturer’s Warranty Period” (11/18) means the time period during which a Manufacturer’s Warranty is valid and enforceable by the City.

“Master Terms and Conditions” (11/18) means the body of text from the preamble through the signature page of this Contract.

“Material Breach” (11/18) means any breach of this Contract that causes, caused, or may cause substantial harm to the non-breaching Party or substantially deprives the non-breaching Party of the benefit it reasonably expected under this Contract.

“Personally Identifiable Information (PII)” (07/21) means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, as described in the Oregon Consumer Information Protection Act.

“Project” (6/19) means the overall delivery of the Goods all related Services including, without limitation, design, development, integration, implementation, testing, support and Maintenance, and any Deliverables any of which Contractor may be providing in whole or in part.

“Proposal” (11/18) means Contractor’s response to the City’s RFP referenced on page one of this Contract.

“Repair(s)” (11/18) means to fix, patch, reprogram, or replace the System, or a component thereof, to eliminate Defects to the City’s satisfaction.

“Services” (11/18) means both ordinary and professional services performed by Contractor under this Contract.

“Specifications” (11/18) means the most current cumulative statement of capabilities, functionality, and performance requirements for the System and its components as set out in the Acceptance Criteria, Change Orders, the Statement of Work, Documentation, Contractor’s representations, Contractor’s Proposal and Proposal Clarifications, and the City’s Request for Proposals.

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“Statement of Work” (SOW) (11/18) means the written detailed specifications of the Product(s) and Services(s) to be delivered to the City by Contractor, including any Change Orders subject to the terms and conditions of this Contract.

“Subcontractor” (11/18) means any person or entity under the control of Contractor, other than an employee of Contractor, utilized by Contractor to perform all or part of this Contract.

“System” (11/18) means the operational combination of all Goods and Services to be provided by Contractor to City under this Contract.

“Term” (11/18) means the period of time that this Contract is in effect as stated on page one.

ORDER OF PRECEDENCE

Order of Precedence. (09/17) In the event there is a conflict or ambiguity between the terms and conditions of one portion of this Contract with another portion of this Contract, the conflict or ambiguity will be resolved in accordance with the order of precedence below. This order of precedence designates which portion of the Contract takes precedence over the other for purposes of interpretation.

Contractor’s hyperlinks contained herein will not supersede or alter the Master Terms and Conditions. For the avoidance of doubt, no other terms and conditions will override the Parties’ obligations in the Confidentiality, Indemnification, or Choice of Law provisions in these Master Terms and Conditions. In this Contract the order of precedence shall be:

1. Amendments

2. Master Terms and Conditions

3. Exhibit A, Contractor’s Price

4. Change Orders

5. Exhibit B, Statement of Work

6. Exhibit C - Sample Documents: C-1, Sample Status Reports, C-2 Change

Order

7. Contractor’s Hyperlinks

GENERAL AND ADMINISTRATIVE PROVISIONS

Term. (09/17) This Contract shall begin on the Effective Date and end upon the expiration date set forth on page one of this Contract unless terminated or extended under the applicable Contract provisions.

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Point of Contact. (09/17) Contractor shall be the sole point of contact for the City with regard to this Contract and the System.

Written Notifications. (10/18) All notices to, and other written communication between the Parties shall be deemed received five (5) Business Days after being sent by first class mail, or upon receipt when sent by courier services, or by e-mail. All notices and written communications shall be sent to the Parties set forth on page 1 of the Contract, or to such other places as they may designate by like notice from time to time. Each Party shall provide written notice of any changes to the Party’s contacts within thirty (30) Calendar Days.

Changes to Contract.

Amendment of the Contract. (06/19) Any changes to the provisions of this Contract shall be in the form of an Amendment. No provision of this Contract may be amended unless such Amendment is approved as to form by the City Attorney and executed in writing by authorized representatives of the Parties. If the requirements for Amendment of this Contract as described in this section are not satisfied in full, then such Amendments automatically will be deemed null, void, invalid, non-binding, and of no legal force or effect. The City reserves the right to make administrative changes to the Contract unilaterally, such as extending option years and increasing compensation. An administrative change means a written Contract change that does not affect the substantive rights of the Parties.

Change Orders to a Statement of Work. (12/18) The City and Contractor can agree to make changes, at any time to a Statement of Work in the form of a Change Order. Contractor agrees to timely alter the delivery of Products or Services accordingly. If such changes materially increase or decrease Contractor’s obligations, the Parties shall execute an Amendment to the Contract, and if the amount of such adjustment is not calculable as a function of hours or tasks, the Parties shall negotiate in good faith a modified amount.

Delivery. (08/19) Contractor shall ship Products freight and insurance prepaid; F.O.B.

the City’s designated location at the time indicated herein. Shipments will be complete and partial shipments will be avoided unless the City agrees in writing to the partial shipment in advance of such a shipment. The risk of loss or damage in transit shall be upon Contractor until a Product is received by the City at the delivery site. Delivery of Products shall not be deemed to be complete and title to Products shall not pass to the City until an Acceptance Certificate has been issued by the City.

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Delivery Schedule. (09/17) Contractor shall use best efforts to deliver Product(s) and/or Services(s) on time, in accordance with the scheduled delivery date as set forth in this Contract, Statement of Work or Change Order.

Time is of the Essence. (06/19) The Parties agree that time is of the essence as to the delivery of Deliverables and performance of Services under this Contract. By executing this Contract and accepting the Statement of Work, Contractor agrees that the time limits specified in the Statement of Work are reasonable. By accepting late or otherwise inadequate performance of Contractor’s obligations, the City will not waive its rights to require timely performance of Contractor’s obligations thereafter.

Late Delivery. (06/19) In the event that any specified delivery date is not met, Contractor shall be liable for any loss, expense, or damage resulting from delay in delivery or failure to deliver Goods or provide Services which is due to any cause except as set forth in Force Majeure. In the event of delay due to any such cause, the City may obtain substitute Goods or Services from another source and bill all additional costs directly to Contractor who shall remain financially liable for all additional acquisition costs.

Best Efforts. (06/19) Contractor shall use best efforts to minimize any delay in the provision of Goods, Deliverables or performance of Services. If Contractor anticipates any delay that may prevent timely performance of Contractor’s obligations under this Contract, Contractor shall promptly notify the City, including the anticipated length of the delay, the cause of the delay, measures proposed or taken to prevent or minimize the delay, and the timetable for implementation of such measures.

Cancellation and Reschedule. (08/19) Unless otherwise set forth in Exhibit A, Contractor’s Price or Exhibit B, the Statement of Work, the City reserves the right to cancel or reschedule any order without penalty or charge, by giving written notice to Contractor at any time in advance of scheduled ship date.

Lead Time. (08/19) Lead time for Goods shall be no longer than the lead time set forth in the Statement of Work.

Contractor and Subcontractor Reporting Requirements. (9/25) The City is required to track certain types of contract data for reporting purposes. Upon request by the City, Contractor must timely provide Contractor and Subcontractor demographic data and Subcontractor utilization that includes COBID Certified Firms data, Additionally, Contractor will timely provide Subcontractor/supplier payment

RFP No. 00002672 Page 17 of 51 Project Information Packet information upon City’s request. The City will enforce all subcontracting commitments made by the Contractor.

Payment. (09/17) Payment(s) shall be in accordance with the payment schedule set forth in Exhibit A: Contractor’s Price.

Payment shall be issued by the City net thirty (30) Calendar Days from receipt of a complete and acceptable invoice from Contractor. Contractor invoices must contain Contractor’s name and address; invoice number; date of invoice;

Contract number and date; description of Products and/or Services; quantity, unit price, (where appropriate), and total amount; City-required reporting, if any, and the title and phone number of the person to whom payment is to be sent. The City may stipulate how line items are entered on an invoice to ensure compatibility with the City’s accounting and financial systems and to facilitate payment to Contractor.

The City makes payments via electronic fund transfers through the Automated Clearing

House (ACH) network. To initiate payment of invoices, Contractor shall execute the City’s standard ACH Vendor Payment Authorization Agreement. Upon verification of the data provided, the ACH Vendor Payment Authorization Agreement will authorize the City to deposit payment directly into specified Contractor accounts with specified financial institutions. All payments shall be made in United States currency.

Payment of Taxes/Contractor Shall Withhold. (09/17) Contractor shall, at its own expense, timely (a) pay all salaries, wages, and other compensation to its employees; (b) withhold, collect, and pay all applicable federal, state, and local income taxes (domestic or foreign), FICA, Medicare, unemployment insurance and any other taxes or charges in connection with its employees; and (c) provide and pay for workers compensation insurance and any statutory or fringe benefits to employees. Contractor shall be solely responsible for all such obligations for its employees. Contractor shall also ensure that any Subcontractor shall comply with the foregoing obligations for its employees. The City shall have no duty to pay or withhold such obligations.

Records and Audits (06/19)

Records Retention. (06/19) Contractor shall maintain current financial records in accordance with Generally Accepted Accounting Principles (GAAP). Contractor agrees to maintain and retain all financial records, supporting documents, statistical records and all other records pertinent to this Contract during the term of this Contract and for a minimum of six (6) years after the expiration or

RFP No. 00002672 Page 18 of 51 Project Information Packet termination date of this Contract or until the resolution of all audit questions or claims, whichever is longer.

City Audits. (06/19) The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and Products or Services at any time in the course of the Contract and during the records retention period listed above. Audits shall be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States Government Accountability Office.

Access to Records. (06/19) The City may examine, audit and copy Contractor’s books, documents, papers, and records relating to this Contract at any time during the records retention period listed above upon reasonable notice. Copies of applicable records shall be made available upon request.

Overpayment. (09/17) If an audit discloses that payments to Contractor were in excess of the amount to which Contractor was entitled, then Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices.

Independent Contractor. (09/17) Contractor is independent of the City and, accordingly, this Contract is not entered into as a joint venture, partnership, or agency between the Parties. No employment or agency relationship is or is intended to be created between the City and any individual representing Contractor. Employees of Contractor and any authorized Subcontractors shall perform their work under this Contract under Contractor's sole control.

Termination. (06/19) The following conditions apply to termination of this Contract. The

City, on thirty (30) Calendar Days’ written notice to Contractor, may terminate this Contract for any reason in the City’s sole discretion. In the event of such termination, the City shall pay to Contractor the portion of the not-to-exceed price attributable to all Deliverables Accepted or Services performed and Accepted through the effective date of the termination. In the event of termination all of Contractor's Work Product to date shall be delivered to the City, and it will become and remain property of the City.

Mutual Agreement. (09/17) The City and Contractor, by mutual written agreement, may terminate this Contract at any time.

Material Breach. (09/17) Either Party may terminate this Contract in the event of a

Material Breach of this Contract by the other. Prior to such termination, however, RFP No. 00002672 Page 19 of 51 Project Information Packet the Party seeking the termination shall give to the other Party written notice to cure the Material Breach and of the Party's intent to terminate. If the Party has not entirely cured the Material Breach within thirty (30) Calendar Days of the notice, then the Party giving the notice shall have the option to: (a) terminate this Contract by giving a written notice of termination, (b) seek any remedies in this Contract, in law, or at equity, to the extent not otherwise limited by the terms of this Contract, or (c) any combination thereof.

Force Majeure. (09/17) Either Party may terminate this Contract due to a Force Majeure event as set forth in Section 5.13, Force Majeure.

Bankruptcy. (09/17) The City may terminate this Contract if Contractor: (a) becomes insolvent, makes a general assignment for the benefit of creditors; (b) suffers or permits the appointment of a receiver for its business or assets; (c) becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and such proceeding has not been dismissed within a sixty

(60) Calendar Day period; or (d) has wound up or liquidated, voluntarily or otherwise.

Non-Availability of Funds. (01/25) Every obligation of the City under this Contract is conditioned upon the availability of funds appropriated or allocated for the fulfillment of the City’s obligations. If funds are not allocated and available for the continuance of this Contract, the Contract may be terminated by the City at the end of the period for which the funds are available. No liability shall accrue to the City if this provision is exercised, and the City shall not be obligated or liable for any future payments as a result of termination under this paragraph.

Void Assignment. (09/17) In the event that Contractor assigns its obligations under this

Contract to a third party in a manner other than as set forth in Section 5.8, Assignment, the City shall have the option to terminate this Contract without any notice or cure period or further obligation to Contractor or the assignee, and promptly receive a refund for fees paid for Products delivered and/or Services performed by the third party.

Waiver. (09/17) No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of this Contract. The failure of either Party to insist upon any of its rights under this Contract upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions.

Severability. (09/17) Any section of this Contract which is held or declared void, invalid, illegal or otherwise not fully enforceable shall not affect any other provision of this

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Contract and the remainder of this Contract shall continue to be binding and of full force and effect. This Contract shall be binding upon and inure to the benefit of the City and its successors and assigns.

Business Tax Registration. (09/17) Contractor shall register for a City of Portland business license as required by Chapter 7.02 of the Code of the City of Portland prior to execution of this Contract. Additionally, Contractor shall pay all fees or taxes due under the Business License Law and the Multnomah County Business Income Tax (MCC Chapter 12) during the full term of this Contract. Failure to be in compliance may result in payments due under this Contract to be withheld to satisfy amount due under the Business License Law and the Multnomah County Business Income Tax Law.

EEO Certification. (09/25) Contractor shall be certified as an Equal Employment

Opportunity Employer as prescribed by Public Contracting rule 5.33.076 and maintain its certification throughout the term of this Contract.

Non-Discrimination in Benefits. (09/25) Throughout the term of this Contract, Contractor shall provide and maintain benefits to its employees with domestic partners equivalent to those provided to employees with spouses as prescribed by Public Contracting Rule 5.33.077.

Sustainability. (09/25) The City’s Sustainable City Principles, directs City Bureaus to pursue long-term social equity, environmental quality, and economic vitality through innovative and traditional mechanisms. . It is the policy of the City of Portland to encourage the use of Products or Services that help to minimize the human health and environmental impacts of City operations. Contractor is encouraged to incorporate environmentally preferable Products or Services into its work performance wherever possible. "Environmentally preferable" means Products or Services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the Product or Service.

Packaging. (09/17) All packaging should be minimized to the maximum extent possible without compromising product quality. The City encourages packaging that is reusable, readily recyclable in local recycling programs, is made from recycled materials, and/or is collected by Contractor for reuse/recycling.

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News Releases and Public Announcements. (09/17) Contractor shall not use the City seal or other representations of the City in its external advertising, marketing, website, or other promotional efforts, nor shall Contractor issue any news release or public announcements pertaining to this Contract or the Project without the express written approval of the City. Such approval may be withheld in the City’s sole discretion. Contractor shall not use the City seal without specific written permission from the City Auditor.

Rule of Construction/Contract Elements/Headings. (09/17) This Contract has been drafted by the City in the general format by the City as a convenience to the Parties only and shall not, by reason of such action, be construed against the City.

Section headings are for ease of reference and convenience only and shall not affect or enter into the interpretation of any portion of this Contract.

Survival. (09/17) All obligations relating to Confidential Information; indemnification;

publicity; representations and warranties; remedies; proprietary rights; limitation of liability; and obligations to make payments of amounts that become due under this Contract prior to termination or expiration shall survive the termination or expiration of this Contract and shall, to the extent applicable, remain binding and in full force and effect for the purposes of the ongoing business relationship by and between Contractor and the City.

STATUTORY REQUIREMENTS, PUBLIC RECORDS AND CONFIDENTIALITY

Governing Law and Jurisdiction. (09/17) This Contract shall be construed according to the laws of the State of Oregon without reference to the conflict of laws’ provisions.

Any litigation between the City and Contractor arising under this Contract or out of work performed under this Contract shall occur, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon.

Public Records Request. (09/17) Contractor acknowledges that the City of Portland is subject to the Oregon Public Records Act and Federal law. Third persons may claim that the Confidential Information Contractor submitted to the City hereunder may be, by virtue of its possession by the City, a public record and subject to disclosure pursuant to the Oregon Public Records Act. The City’s commitments to maintain certain information confidential under this Contract are all subject to the constraints of Oregon and federal laws. All information submitted by Contractor is public record and subject to disclosure pursuant to the Oregon Public Records Act, except such portions for which Contractor requests and meets an exemption from disclosure consistent with federal or Oregon law. Within the limits and discretion allowed by those laws, the City will maintain the confidentiality of information.

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Public Records. (09/17) The City will retain one (1) copy of any public records for the express purposes of complying with State of Oregon and Portland City Code public records and archiving laws.

Confidentiality.

Contractor’s Confidential Information. (08/19) During the term of this Contract, Contractor may disclose to the City, certain Contractor Confidential Information pertaining to Contractor’s business. Contractor shall be required to mark Confidential Information CONFIDENTIAL with a restrictive legend or similar marking. If CONFIDENTIAL is not clearly marked, or the Contractor’s Confidential Information cannot be marked with a restrictive legend or similar marking or is disclosed either orally or by visual presentation, Contractor shall identify the Confidential Information as confidential at the time of disclosure or within a reasonable time thereafter. This Contract itself shall not be considered Confidential Information. Subject to Section 4.2, the City shall: (1) limit disclosure of Contractor Confidential Information to those directors, employees, contractors and agents of the City who need to know the Contractor Confidential Information in connection with the City Project and who have been informed of confidentiality obligations at least as strict as those contained in this Contract, and (2) exercise reasonable care to protect the confidentiality of the Contractor Confidential Information, at least to the same degree of care as the City employs with respect to protecting its own proprietary and confidential information.

City’s Confidential Information. (08/19) Contractor shall treat as confidential any City

Confidential Information that has been made known or available to Contractor or that Contractor has received, learned, heard or observed; or to which Contractor has had access. Contractor shall use City Confidential Information exclusively for the City’s benefit in the performance of this Contract. Except as may be expressly authorized in writing by the City, in no event shall Contractor publish, use, discuss or cause or permit to be disclosed to any other person such City Confidential Information. Contractor shall (1) limit disclosure of the City Confidential Information to those directors, officers, employees, subcontractors and agents of Contractor who need to know the City Confidential Information in connection with the City Project and who have agreed in writing to confidentiality obligations at least as strict as those contained in this Contract, (2) exercise reasonable care to protect the confidentiality of the City Confidential Information, at least to the same degree of care as Contractor employs with respect to protecting its own proprietary and confidential information, and (3) return immediately to the City, upon its request, all materials containing City Confidential Information, in whatever form, that are in Contractor's possession or custody or under its control. Contractor is expressly restricted from and shall not

RFP No. 00002672 Page 23 of 51 Project Information Packet use the Intellectual Property Rights of the City without the City’s prior written consent.

Scope. (09/17) This Contract shall apply to all City Confidential Information previously received, learned, observed, known by or made available to Contractor.

Contractor's confidentiality obligations under this Contract shall survive termination or expiration of this Contract.

Equitable Relief. (12/18) Contractor acknowledges that unauthorized disclosure of City

Confidential Information will result in irreparable harm to the City. In the event of a breach or threatened breach of this Contract, the City may obtain injunctive relief prohibiting the breach, in addition to any other appropriate legal or equitable relief. The Parties agree that, notwithstanding any other section of this Contract, in the event of a breach or a threatened breach of Contract terms related to Confidential Information or Intellectual Property Rights, the non-breaching Party shall be entitled to seek equitable relief to protect its interests, including but not limited to injunctive relief. Nothing stated herein shall be construed to limit any other remedies available to the Parties.

Discovery of Documents. (06/19) In the event a court of competent jurisdiction orders the release of Confidential Information submitted by one Party, the other Party will notify the Party whose Confidential Information is being requested to be disclosed of the request. The Party receiving the request shall allow the other Party to participate in the response at its own expense. Each Party will comply with any effective court order.

CONTRACTOR PERFORMANCE AND WARRANTIES

General Warranties. (09/17) Contractor makes the following warranties:

Capacity. (09/17) Contractor warrants it has the…