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RFP Number 00002960 Goods and Services January 26, 2026

Request for Proposals (RFP) for

Language Interpretation and Translation 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

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RFP at a Glance

Proposals Due:

February 19, 2026 before 4:00 p.m. Pacific Time

Summary:

The City of Portland seeks to engage qualified professionals to provide Language Interpretation and Translation Services in order to better communicate with Portland residents and customers, and meet the needs of Portland’s diverse and growing customer base. Please see the City’s Language Access webpage for more information:

https://www.portland.gov/officeofequity/language-access.

Optional Pre-Proposal Meeting:

February 3, 2026, at 1:00 P.M. Pacific Time

Microsoft Teams Meeting link:

https://teams.microsoft.com/meet/21122934830308?p=eav6h6BIeZkS zwKmoA

Meeting ID: 211 229 348 303 08

Passcode: ef6kt9p4

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 proposals are due. Any questions received after may not be answered. Only the Single Point of Contact can answer questions about this RFP.

Jeff Blade Procurement Supervisor Procurement Services

(503) 823-8338 jeff.blade@portlandoregon.gov https://www.portland.gov/officeofequity/language-access https://teams.microsoft.com/meet/21122934830308?p=eav6h6BIeZkSzwKmoA https://teams.microsoft.com/meet/21122934830308?p=eav6h6BIeZkSzwKmoA https://procure.portlandoregon.gov/bso/ mailto:jeff.blade@portlandoregon.gov

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Section 1: Opportunity Overview

1.1 Purpose

The City of Portland interacts with members of many different communities which have members of with limited or no ability to communicate in English. The purpose of this solicitation is to establish contracts with suppliers capable of providing interpretation or translations services for interactions between the City and community members.

1.2 Contract Details

The City intends to award more than one price agreement to provide interpretation and translation services for different projects within City bureaus on an as-needed basis. The initial term of each price agreement will be 5 years, with the City’s option to extend each agreement for up to an additional 5 years, for a maximum term of 10 years.

1.3 Estimated RFP Timeline

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

Event Date Pre-Proposal Meeting @ 1:00 P.M. Pacific Time February 3, 2026 Deadline for RFP Questions February 12, 2026 Written proposals due before 4:00 P.M. Pacific Time February 19, 2026 Notice of Intent to Award Posted March 6, 2026

The City will adjust the schedule as necessary.

1.4 Optional Pre-Proposal Meeting

There will be a pre-proposal meeting scheduled for this Project at the date and time listed on page 2 of this document, unless changed via addendum.

This meeting is not mandatory. You can submit a proposal without attending this meeting.

The City of Portland will make reasonable accommodation for people with disabilities.

Please notify the Official RFP Contact at least two (2) Business Days prior to the event, by the City’s TTY at 503-823-6868, or by the Oregon Relay Service at 1-800-735-2900.

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1.5 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.

1.6 Grant Funding

Services resulting from this RFP will not initially use any federal grant funds. However, in the event that City acquires or uses grant funding to pay for any portion of services, the City will inform Proposer and federal grant terms will apply. Applicable terms and conditions may be found in here: https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200.

1.7 Cooperative Contracting

Proposers agree to extend identical services under the same prices, terms, and conditions to all public agencies. Requirements stated herein reflect the City of Portland’s usage only.

A public agency wishing to utilize like services will execute its own contract with the Proposer for its requirements and may negotiate the terms of that contract in accordance with its own requirements. The Proposer shall provide quarterly usage reporting of other public agencies to the City of Portland. Any Proposer may decline to extend the services, prices, and terms of this RFP to all other public agencies, by written notification included with their Proposal.

https://www.portland.gov/policies/human-resources-administrative-rules/leaves/hrar-602-holidays https://www.ecfr.gov/current/title-2/subtitle-A/chapter-II/part-200

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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.

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 30 — Project Team 15 — Professional Certifications 20 — References 10 — Pricing 5 Corporate Responsibility 20 — https://www.portland.gov/policies/public-contracting-rules

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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 The scoring of Phase 2 generally will be as follows.

Phase 2 Evaluation Criteria Evaluation Criteria Points 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://procure.portlandoregon.gov/bso/ https://www.portland.gov/policies/public-contracting-rules

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Section 3: Scope of Work

City of Portland Language Access Policy It is the policy of the City of Portland to ensure meaningful access to the City’s programs, services, activities, information and communications to all community members including individuals who are limited English proficient (LEP). The City of Portland is responsible for taking reasonable steps to provide equitable and meaningful access to its programs, services, activities, and communications.

Resolution no. 37516 established the City of Portland’s first language access policy and program; and City Council directs all bureaus to implement the policy, standard operating procedures, tools, resources, and guidance set by the citywide Language Access Program directed by the Equity and Language Access Analyst at the Office of Equity and Human Rights.

This legislation has city-wide impacts because the institutionalization of the language access standards and procedures demonstrates compliance with national origin discrimination protections according to Title VI of the Civil Rights Act and Executive Order 13166; and will provide equitable access to City government for multilingual and multicultural community members who experience institutional language barriers.

You can read more about this policy here:

https://www.portland.gov/officeofequity/language-access.

Services and Languages Interpretation and translation services shall be provided for City needs such as meetings, events, publications, presentation materials, signage, in person and by the telephone.

Proposers must be able to provide services in the following languages:

• Spanish

• Vietnamese

• Chinese

• Russian

• Somali

• Ukrainian

• Romanian

• Nepali

• Chuukese

Additional preferred languages are:

• Japanese

• Korean

• Tagalog

• Laotian (Lao)

• Arabic

• Mon-Khmer Cambodian

The services for many of these projects are normally of short duration and specific in nature. The Proposer may undertake such projects using in-house skills or may work with other sub-consultants as necessary, depending upon the scale of the project and its https://efiles.portlandoregon.gov/Record/14037336/ https://www.portland.gov/officeofequity/language-access

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All services MUST be performed from within the United States.

Interpretation

Interpretation is defined as translating spoken words from one language to another in order to make spoken words understood by a group, audience, or individual customers on the telephone, in a meeting room, or at a gathering of many people.

Translation

Translation is defined as expressing written words from one language into written words of another language, retaining the original meaning.

American Sign Language

American Sign Language (ASL) interpretation is defined as real-time translation between ASL and another language to allow communication between parties. These services are provided in person or through video devices.

All American Sign Language (ASL) providers developed, purchased, upgraded, or renewed by or for the use of The City of Portland shall be accessible to persons with disabilities.

providers and all providers scheduling platforms shall comply with all applicable City policies, Federal and State laws and regulations including but not limited to Title II of The Americans with Disabilities Act and the Department of Justice Rule on Accessibility of Web Information and Services of State and Local Government Entities.

The Web Content Accessibility Guidelines (WCAG) Version 2.1, Level AA is the technical standard for state and local governments’ web content and mobile apps.

Accessible means a person with a disability must be able to acquire the same information, engage in the same interactions, and enjoy the same services as a person without a disability, and be able to do so in an equally effective manner, with substantially equivalent ease of use.

The person with a disability must be able to obtain the information and services as timely, fully, equally, and independently as a person without a disability.

Types of Services to be Provided:

The following services are examples the City requests regularly:

3.1 Interpretation Services

• Presentations are regularly made to various community and ethnic groups about services offered by the City regarding events, hearings, upcoming projects, and https://www.ada.gov/law-and-regs/title-ii-2010-regulations/ https://www.ada.gov/law-and-regs/title-ii-2010-regulations/ https://www.ada.gov/notices/2024/03/08/web-rule/ https://www.ada.gov/notices/2024/03/08/web-rule/

RFP # 00002960 10 of 58 RFP Information Packet various rules and regulations. The City needs assistance with interpretation for the presentations in different languages.

• Some in-person interpretation services at public meetings are required within twenty-four (24) hours of a request from the City.

3.2 Translation Services

• Translation services for routine correspondence, notices, surveys and reports.

• Translating and formatting some bureaus’ publications, mostly brochures.

• Occasional assistance with the development of signage or guides, and translation of text for websites.

• Assistance creating presentation materials in different languages, including font issues.

• Most translation is required to be completed within 10 days of issuance of a task order. Some translations will be required to be provided in side-by-side columns or similar format to facilitate graphic design work. Translations are typically provided in Microsoft Word or PDF format but other formats may be required.

• Proposers awarded a contract should expect to provide a Quality Assurance (QA) plan or process to City describing how verification of correct translations is audited.

3.2.1 Vital Documents

The City will determine whether any documents intended for translation are considered ‘vital documents’. Translation of vital documents may require Proposer to sign a confidentiality form prior to performing work.

3.2.2 Use of Artificial Intelligence (AI) in Translations

All translation work performed by any AI system will require a Quality Assurance (QA) check by a human.

3.3 American Sign Language Interpretation Services

ASL interpretation is needed at presentations regularly made to various community and ethnic groups about services offered by the City regarding events, hearings, upcoming projects, various rules and regulations, and at other City meetings as required.

3.4 Court Appearances

A translator or interpreter could be summoned to appear in court to testify regarding the content of a service supplied under the Price Agreement, via a subpoena or other legal mechanism, If the Proposer would charge the City for attendance in court, provide and list those charges in your proposal.

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3.5 Interpreter Qualifications

Proposers are expected to provide interpreters who possess specific knowledge, skills and abilities (KSAs) and practice interpreting ethical standards. The KSAs cover linguistic abilities, speaking skills, listening comprehension skills, reading comprehension skills, and interpreting skills. Interpreters who are qualified to provide interpreting or translation services must have demonstrated possession of such KSAs as the following, measured through standard testing instruments:

• Concentration and focus

• Process linguistic information quickly

• Make quick linguistic decisions ( word, terminology choice)Apply short-term memory skills

• Think analytically

• Utilize predictive thinking skills

• Convey meaning

• Provide transference from one language to another

• Preserve accuracy

• Select appropriate equivalent vocabulary or phrases

• Conserve intent, tone, style, and utterances of all messages

• Reflect register

• Self-monitor and self-correct

Behavioral skills include the ability to:

• Practice and follow ethical standards and professional protocols

• Conduct business in a professional manner

• Knowledge and awareness of cultural aspects that affect languages

• Ability to work in various settings, situations, or condition

• Ability to project self-confidence and self-awareness when interpreting

• Knowledge and continued learning of changes that affect language

Preference will be given to individual Interpreters who:

1. Hold the Oregon Health Care Certification or Oregon Court Interpreter Certification or can provide proof of successful scores on standard interpreting testing instruments (See Section IV below), which assess recognized standard interpreting KSAs. Interpreter shall provide the name the test and describe which of the standard recognized KSAs the test evaluates.

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2. Can name the Code of Ethics they abide by and describe the major tenets including Conflict of Interest, Confidentiality and ongoing professional development standards.

3. Can demonstrate appropriate Interpreter behavioral skills through job references or personal interview and/ or proof of Interpreter continuing education from a professional interpreting association or business association. Behavioral skills include the ability to:

a. Practice and follow ethical standards and professional protocols;

b. Conduct business in a professional manner;

c. Have knowledge and awareness of cultural aspects that affect languages; iv) work in various settings, situations, or conditions;

d. Project self-confidence and self-awareness when interpreting; and

e. Have knowledge of and continued learning of changes that affect language.

3.5.1 Acceptable Certifications

• Federal Court Interpreter Certification. https://www.uscourts.gov/court-programs/federal-court-interpreters.

• Oregon or other state Court Certification. https://www.ncsc.org/consulting-and-research/areas-of-expertise/language-access.

• Washington State Department of Social and Health Services Language Testing and Certification Program. https://www.dshs.wa.gov/office-of-the-secretary/language-testing-and-certification-program.

• National Healthcare CCHI Certification. https://cchicertification.org/

• National Board of Certification for Medical Interpreters Certification https://www.certifiedmedicalinterpreters.org/.

• US State Department Interpreting Skill Test. https://2009-

2017.state.gov/m/a/ols/c56573.htm.

• Defense Language Institute Proficiency Test (DLPTS).

3.5.2 Alternate Criteria for Individual Interpreters

Individual Interpreters who cannot provide proof of the certifications listed in Section 3.7.1, may have preference if able to provide:

1. Proof of at least five years' experience and client references and proof of bilingual skills (English-foreign language) by successfully passing standard bilingual testing instruments, including, but not limited to:

2. Foreign Language testing:

a. Language Testing International https://www.languagetesting.com/ with a 'Superior" rating.

https://www.uscourts.gov/court-programs/federal-court-interpreters https://www.uscourts.gov/court-programs/federal-court-interpreters https://www.ncsc.org/consulting-and-research/areas-of-expertise/language-access https://www.ncsc.org/consulting-and-research/areas-of-expertise/language-access https://www.dshs.wa.gov/office-of-the-secretary/language-testing-and-certification-program https://www.dshs.wa.gov/office-of-the-secretary/language-testing-and-certification-program https://cchicertification.org/ https://www.certifiedmedicalinterpreters.org/ https://2009-2017.state.gov/m/a/ols/c56573.htm https://2009-2017.state.gov/m/a/ols/c56573.htm https://www.languagetesting.com/

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b. English Language testing: The Versant English Test (VET) with a score of 49 or higher..

c. LanguageLine Bilingual Fluency Assessment

d. LanguageLine Language Proficiency Test.

3. Proof of Interpreter education through a professional interpreting association or recognized Interpreter training organization.

Interpreters who cannot provide proof of Alternate Criteria 1, 2, or 3, may have preference if able to provide:

4. Proof of at least three years' experience and client references

5. Proof of formal education leading to developed language and vocabulary skills by:

a. Academic degree from an institution of higher education.

b. Diploma of completion from a formal secondary education.

c. Diploma of completion from a formal secondary education.

3.6 Translator Qualification Guidelines

Translators should possess a level of translation qualification, language competency, standard of general education, and relevant experience appropriate to the complexity of the text being translated.

Preference will be given to Contractors whose translators:

a. Hold the American Translator Association (ATA) Certification in ATA certifiable languages.

b. Many languages are not certifiable by the American Translator Association.

Preference will be given to non- ATA certifiable language translators who demonstrate (in descending order according to importance of qualifications):

• Verifiable translation competency.

• Interpreting competency.

• Language proficiency.

• Paid translation experience.

• Active membership in a professional language organization.

• Academic higher education degree from an institution of higher education.

• Diploma of completion in secondary education.

• Diploma of completion in primary education.

https://www.atanet.org/

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Verification of some or all of the above criteria may be demonstrated through a translator competency issued by one of the following recognized translation assessments:

1. State of Washington DSHS Document Translator Certification.

2. Score of at least10 on the ALTA Translation Assessment.

3. Standard Certification for Translation Services from the Canadian Language

Industry Association (CLIA) Translation Services Standard (CAN/CGSB-131).

4. Score of at least ILR2+ on the Interagency Language Roundtable (ILR) Exam.

5. Four-year academic degree in Translation from a US or international university.

6. Certificate of completion from a formal translation training program of at least 40-99 hours.

7. Hold an academic degree from an institution of higher education.

8. Other recognized language assessment (must be approved by City).

3.7 American Sign Language Qualification Guidelines

ASL interpreters are expected to have one of the following qualifications to provide services:

1. National Interpreter Certification (NIC) from the Registry of Interpreters for the Deaf

(RID)

2. A passing score of 4.0 or higher on the Educational Interpreter Performance Assessment (EIPA).

3. Hold an academic degree from an institution of higher education.

4. Other recognized language assessment (must be approved by City).

3.8 Task Orders

Non-emergency services to be provided are normally of short duration and specific in nature. Services provided will be authorized in written form via individual Task Order as needs are identified and must be approved by both parties. The requesting Project Manager shall determine the scope of work for each project and each Task Order shall have a monetary limit established in writing by the Project Manager through negotiation with the Proposer, prior to commencement of work. The maximum amount may be exceeded only upon the approval of the Project Manager and only for verifiable circumstances unforeseen at the time the project was accepted, or for a necessary change in the scope of work as agreed to in the Task Order. Any changes to the cost, scope of work, or schedule affecting a specific Task Order must be agreed to in writing by the Project Manager and the Proposer before the additional work may begin.

https://www.dshs.wa.gov/office-of-the-secretary/language-testing-and-certification-program https://altalang.com/language-testing/ https://www.language-industry.ca/cgsb-13110 https://www.language-industry.ca/cgsb-13110 https://www.languagetesting.com/ilr-scale https://rid.org/ https://eipa.boystown.org/

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Following issuance of a Task Order, the Project Manager will work directly with the Proposer for the duration of the project unless otherwise noted in the Task Order. All work progress reports and invoices shall be submitted to the Project Manager.

3.8.1 Task Order Alternatives

If a Proposer has their own established system for ordering services that they would like to have considered as an alternative to issued Task Orders, they are required to provide a detailed description of such system, how it should be accessed or utilized by a City Project Manager, training that can be provided to City staff, and any additional details that will help City staff determine whether it is a practical alternative to Task Orders. City reserves the right to require Task Orders for issuing work.

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Section 5: Sample Contract

CITY OF PORTLAND

PRICE AGREEMENT FOR

LANGUAGE SERVICES

Contract Number: _________

As authorized by PCC 5.10, this Price Agreement (“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 __________, and may be amended to a maximum Term of 10 years. The total not-to-exceed amount under this Contract for the initial Term shall be $XXXXX per year for a total of $_______________. (11/20)

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

For City of Portland: For Contractor:

Name: Jeff Blade Name:

Title: Procurement Supervisor Title:

Address: 1120 SW 5th Ave., Suite 1035 Address:

City, State: Portland, OR 97114 City, State:

e-mail: jeff.blade@portlandoregon.gov e-mail:

Copy to: Copy to:

Scope and Consideration

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

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

(c) Contract Not Exclusive. The City may, but is not required to, purchase any Goods or Services within the scope of this Contract. Good or Services will be requested on an as-needed basis, and there is no guarantee of a minimum or maximum quantity. This Contract does not create an exclusive relationship between the City and Contractor, and the City retains the right to purchase the same or similar goods or services from other providers.

Recitals:

WHEREAS, to further its government operations, the City of Portland desires to contract interpretation and translation services; and mailto:jeff.blade@portlandoregon.gov

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WHEREAS, the City issued Request for Proposal (RFP) #00002690 for Language Interpretation and Translation 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 ________ for ________; and

WHEREAS, the City selected Contractor based on its Proposal;

THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS (12/20)

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 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.

“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 or Task Order. Change Orders cannot change Contract amount or Master Terms and Conditions.

“Confidential Information” (06/20) 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, RFP # 00002960 18 of 58 RFP Information Packet 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 ORS 192.345(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475; (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, HIPAA); 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.

“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.

“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.

“Force Majeure Event” (8/20) means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that Party and that prevents a Party from complying with any of its obligations under this Contract, except that a Force Majeure Event will not include a strike or other labor unrest that affects only one Party, an increase in prices, or a change in law.

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

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“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, 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 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)” (06/20) 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” (12/20) means the overall delivery of the Goods and all related Services including 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 in the recitals above.

“Purchase Order” (12/20) means a purchasing document provided by the City to Contractor containing the specific details of an individual order, including order quantities, unit prices, delivery locations, and an address for invoicing.

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

“Response Time” (11/18*) means the time elapsed between the time of notification to Contractor of an emergency request, and the time Contractor acknowledges receipt of the City’s request.

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

“Specifications” (12/20) means the most current cumulative statement of capabilities, functionality, and performance requirements for the Deliverables and their 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 or Invitation to Bid.

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“Statement of Work” (SOW) (8/20) means the written detailed specifications of the Goods(s) and Services(s) to be delivered to the City by Contractor, 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.

“Task Order” (12/20) means any written request or document issued by the City and signed by both Parties for Good(s) or Service(s) to be provided under this Contract. Task Orders shall document the description of Goods and/or Services, price, payment schedule, Project and performance schedule, due dates, milestones and Deliverables.

“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. Task Orders

7. Exhibit C_, City RFP# ________

8. Exhibit D_, Contractor’s Proposal

9. Exhibit E - Sample Documents: E-1, Change Order, Exhibit E-2 Task Order

10. 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.

Point of Contact. (06/20) Contractor shall be the sole point of contact for the City with regard to this Contract and the Deliverables.

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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.

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 or Task Order in the form of a Change Order.

Contractor agrees to timely alter the delivery of Goods 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. (12/20) Contractor shall ship Goods freight and insurance prepaid; free on board (“FOB”) 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 the Deliverable is received by the City at the delivery site. Delivery of Goods shall not be deemed to be complete and title to Goods shall not pass to the City until an Acceptance Certificate has been issued by the City.

Delivery Schedule. (09/17) Contractor shall use best efforts to deliver Good(s) and/or Services(s) on time, in accordance with the scheduled delivery date as set forth in this Contract or an individual Task Order, 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 a Force Majeure Event. 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.

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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.

Access to City Facilities (11/20) Contractor agrees that Contractor’s physical or remote access to the City facilities shall be subject to the security interests and health controls necessary to protect public property, City employees and the public. The City shall not be liable for any delays necessary in granting Contractor access to any portion of the facilities or systems.

Contractor and Subcontractor Reporting Requirements. (12/25) 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 Minority, Women, Veteran, and Emerging Small Business Enterprises (MBE/WBE/VBE/ESB) participation data, and Subcontractor/supplier payment information.

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 Goods 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.

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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 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 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 Goods 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.