021-25 ITB Willamette NF GNA Gate Installations Complete.pdf

ITB 735-021-25 – Willamette NF GNA Gate Installations OregonBuys # 63500- 00014291

STATE OF OREGON ACTING BY AND THROUGH ITS

OREGON DEPARTMENT OF FISH AND WILDLIFE

Is issuing this Request for Proposals (RFP) under OregonBuys Bid Number

#S-63500-00014291 for

WILLAMETTE NF GNA GATE INSTALLATIONS 2025

Date of Issue: July 07, 2025

Opening/Closing Date: July 22, 2025 at 2:00 PM

Single Point of Contact (SPC): Jake Howard

ADDRESS: 4034 FAIRVIEW INDUSTRIAL DR SE

CITY, STATE, ZIP SALEM OR, 97302

PHONE (VOICE) (971) 600-4697

E-MAIL: JAKE.E.HOWARD@ODFW.OREGON.GOV

The State of Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

mailto:jake.e.howard@odfw.oregon.gov

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

1.2 SCOPE OF WORK and SPECIFICATIONS

1.3 SCHEDULE OF EVENTS

1.4 DEFINITION OF TERMS

1.5 SINGLE POINT OF CONTACT

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

2.2 PROCUREMENT METHOD

2.3 PRE-BID CONFERENCE Reserved

2.4 Oregonbuys

2.5 QUESTIONS AND CLARIFICATIONS

2.6 Protest of ITB

2.7 ADDENDUM

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

3.2 BID SUBMISSION REQUIREMENTS

3.3 BID REQUIREMENTS (PASS/FAIL)

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

4.2 RESPONSIBILITY DETERMINATION

4.3 COST COMPARISON

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

4.5 REFERENCES

4.6 DEMONSTRATIONS/PRESENTATIONS/INTERVIEWS reserved

4.7 PREFERENCES RESERVED

4.8 METHOD OF AWARD

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

5.2 PAY EQUITY

5.3 NONDISCRIMINATION IN EMPLOYMENT

5.4 OTHER REQUIRED INFORMATION

SECTION 6: CONTRACT EXECUTION

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

7.3 COST OF BIDDING

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

7.6 RECYCLED PRODUCTS

LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE CONTRACT WITH INSTILLATION INSTRUCTIONS AND MAPS WITH

INSTILLATION SITES MARKED

ATTACHMENT B – BID COVER SHEET (must be returned with Bid)

ATTACHMENT C – REFERENCE CHECK FORM (must be returned with Bid)

ATTACHMENT D – BID SUBMITTAL FORM (must be returned with Bid)

ATTACHMENT E – COBID CERTIFICATION / OUTREACH PLAN (must be returned with Bid)

ATTACHMENT F – RESPONSIBILITY INQUIRY (must be returned with Bid)

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

Oregon Department of Fish & Wildlife, South Willamette District Watershed, is issuing an Invitation to Bid (ITB) to establish a contract (the “Work”) to include all labor, materials, transportation, equipment, permits, and services for, and incidental to, the completion of the installing nine prefabricated gates, signs and fasteners in the Willamette National Forest. The Work will take place in Linn County, Oregon.

ODFW is working with its partner, the US Forest Service (USFS), to install nine prefabricated gates in the Willamette National Forest. These gates assist USFS in managing public access to protect fish, wildlife, infrastructure, and other natural resources. Over the last decade many of these gates have been damaged from the elements or other causes and need replacement. This project aims to replace 9 of these gates in the WNF in Linn County.

Agency anticipates the award one (1) Contract from this ITB. With all line items going to the lowest Bidder overall.

ODFW reserves the right to award a portion of the line bid items if the overall bid exceeds the reserved budget.

The estimated value of this project is $50,000.00.

The initial term of the Contract is anticipated to start in the beginning of July 2025 and be completed by October 24, 2025, with the possibility of amendments to extend time in order to complete the project.

All work derived from this contract are subject to the Prevailing Wage and Davis Bacon rates.

1.2 SCOPE OF WORK AND SPECIFICATIONS

The winning bidder of this ITB will remove and replace nine worn out gates with new prefabricated gates to control public access in sections of the Willamette National Forest.

The gates have already been purchased by USFS and will be picked up at the Sweet Home Ranger District Office, 4431 US-20, Sweet Home, OR 97386 and transported to the instillation sites and installed by the Contractor. Please refer to the attached maps for exact gate locations.

Bidders will:

1. Pick up nine prefabricated gates, signs, and fasteners at the Sweet Home Ranger District Office, 4431 US-20, Sweet Home, OR 97386.

2. Install prefabricated gates at nine flagged sites.

a. Gates will be installed to meet specifications defined in the Exhibit A Sample Contract,

b. Sono-tubes which will not be required.

3. Dispose of or recycle existing gates.

At all times Bidder will:

o Ensure equipment is kept clean and free of weeds.

o Have an emergency spill kit and use necessary supplies for safe and clean fueling/maintenance.

o Provide or source concrete for the project that meets specifications.

ODFW will:

o Coordinate material pick-up o Confirm work has been performed to specifications.

o Deconflict any issues that arise

1.3 SCHEDULE OF EVENTS

The table below represents a tentative schedule of events. Agency may modify these dates at any time, with appropriate notice. All times are Pacific Time (PT).

EVENT DATE TIME (Pacific Time)

Mandatory Pre-Bid Conference N/A N/A

Questions and Clarifications Due July 15, 2025 5:00 PM

Answers to Questions and Clarifications Due (approximate)

July 18, 2025 5:00 PM

Bid Opening Date (Due Date and time to submit Bids )

See cover page

Notice of Intent to Award (approximate) July 25, 2025 5:00 PM

Contract Execution (approximate) July 29, 2025 5:00 PM

Agency operating hours are:

Monday through Friday 8:00 AM to 5:00 PM, Pacific Time, except for state holidays and State approved closures, including those for inclement weather.

1.4 DEFINITION OF TERMS

For the purposes of this ITB, unless specifically defined in this ITB, capitalized words have the meanings provided in OAR 125-246-0110. These definitions do not apply to the Proposed Contract attached as Attachment A.

1.4.1 GENERAL DEFINITIONS

Capitalized terms not specifically defined in this document are defined in OAR 125-246-0110.

“SPC” means the Single Point of Contact listed on the cover page of this ITB. All communications related to any provisions of this ITB shall be directed only to the SPC to ensure every Bidder receives the same information.

“Schedule of Events” means the specific time and dates events relating to this ITB will occur.

“Successful Bidder” means the person(s), organization(s) to which the award is made.

1.5 SINGLE POINT OF CONTACT

All questions, requests for clarification, and protests about any component of this ITB, including the technical requirements, contractual requirements, and the procurement process must be directed to the SPC identified on the cover page of this ITB.

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

Agency is issuing this ITB pursuant to its authority under ORS 279A.050(6)(m) and ORS 496.146(11). ODFW has authorization to conduct fish and wildlife management activities under ORS. 496.138, consistent with the policy in ORS 496.012.

2.2 PROCUREMENT METHOD

Agency is using the Intermediate Bidding method, pursuant to ORS 279B.070 and OAR 125- 247-0270.

2.3 PRE-BID CONFERENCE

There is no mandatory site visit for this project. ODFW does encourage interested Contractors to visit the sites individually to accurately access pricing.

2.4 OREGONBUYS

This ITB, including all Amendments, attachments and exhibits are published in the State of Oregon’s electronic procurement system OregonBuys at https://oregonbuys.gov/. ITB documents will not be mailed. Prospective Bidders are solely responsible for checking OregonBuys to determine whether or not any Amendment(s) have been issued. Amendment(s) are incorporated into the RFP by this reference.

2.4.1 OREGONBUYS ASSISTANCE

Bidders needing assistance with OREGONBUYS may contact the Helpdesk by telephone at

(855) 800-5046 or email to support.oregonbuys@oregon.gov.

2.4.2 OREGONBUYS REGISTRATION INFORMATION

For Vendor Registration: visit https://OregonBuys.gov

Current and correct registration information is the sole responsibility of the registered party. Agency accepts no responsibility for missing or incorrect information.

2.5 QUESTIONS AND CLARIFICATIONS

All questions and requests for clarification, related to this solicitation must:

• Be delivered to the SPC via an OregonBuys submission, or email;

• Reference the OregonBuys bid number;

• Identify Bidders’s name and contact information;

• Refer to the specific area of the ITB being questioned (i.e. page, section and paragraph number); and

Be received by the due date and time for Questions/Requests for Clarification identified in the Schedule

2.6 PROTEST OF ITB

Protests to this ITB, including the specifications and requirements of the ITB and the terms and conditions of the Sample Contract, must be submitted in writing to the SPC identified on the cover page of this ITB.

Protests must be submitted by the due date in Section 1.3, or Section 2.8 for Addendum. Agency https://oregonbuys.gov/ mailto:support.oregonbuys@oregon.gov https://oregonbuys.gov/ will not consider protests received after these deadline(s).

Protests must include:

Protestor name and contact information;

The ITB #63500-00014291;

Reason for the protest, including:

1) Grounds demonstrating how the procurement process is:

a) Contrary to law, and/or

b) Unnecessarily restrictive, and/or

c) Legally flawed, and/or

d) Improperly specifies brand names; and

2) Provide evidence and documentation supporting the grounds on which the protest is based.

Any proposed changes to the ITB provisions or other relief sought.

Agency will address all protests meeting the requirements within a reasonable time and will issue a written decision. Protests not meeting these requirements will not be considered by the Agency. Protests will be received by the following methods:

Emailed to the SPC identified on the cover page of this ITB.

2.7 ADDENDUM

Unless otherwise stated in the ITB, ODFW shall post any Addendum on OregonBuys.

Addendums are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OregonBuys, unless an alternate process is defined in Section

2.4.2. Bidder is responsible for monitoring OregonBuys regularly until ITB Opening. Agency is not responsible for sending Addendum to any prospective Bidder.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Submitted offers will be honored for a period of 90 calendar days from opening.

3.2 BID SUBMISSION REQUIREMENTS

3.2.1 DELVIVERY THROUGH OREGONBUYS

Detailed instructions on how to submit a Proposal can be found at OregonBuys Vendor Formal Solicitation Response.pdf

3.2.2 BID MODIFICATION

It is the responsibility of the Bidder to ensure modified Bids are submitted before the Bid Opening date and time. To be effective the modification must include the OregonBuys bid number and be submitted to the SPC prior to Bid Opening.

A Bidder wishing to make modifications to a Bid already received by Agency must:

• Withdraw its Bid in order to make modifications and resubmit the Bid pursuant to Section 3.2.6.

https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf

• All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Submit modification(s), in writing, on Bidder’s letterhead, noting the specific change(s) to the original Bid submission. All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Oral, facsimile or telephonic modifications will not be accepted.

3.2.3 BID WITHDRAWAL

If a Bidder wishes to withdraw a submitted Bid, it must submit a Written notice signed by an authorized representative of its intent to withdraw to the SPC via email, or hard copy prior to the Opening in accordance with OAR 125-247-0440. To be effective the notice must include the OregonBuys bid number.

3.2.4 LATE BIDS

Late bids will NOT be accepted or reviewed. Late Bids will not be returned to the respective Bidder.

3.2.5 OPENING OF BIDS

Bids will not be publicly opened, and the names of all Bidders will not be read by Agency at the location identified on the cover page of this ITB.

3.3 BID REQUIREMENTS (PASS/FAIL)

Bids will be reviewed on a Pass/Fail basis. Failure to provide any of the information or comply with any of the requirements in this section 3.3 and its subsections MAY be considered nonresponsive. Agency has the right to determine if Bids substantially meet the requirements of this ITB.

3.3.1 BID OPENING

Bids must be submitted by Bid Opening Date to be considered.

3.3.2 REQUIRED FORMS

The bidder must submit the following forms:

• Attachment B – Bid Cover Sheet

• Attachment C – Reference Check Form

• Attachment D – Bid Submittal Form

• Attachment E – COBID Certification/Outreach Plan

• Attachment F – Responsibility Inquiry

3.3.3 AUTHORIZED SIGNATURE

The Bid must be signed by a person(s) legally authorized to bind the Bidder to the Bid and the Contract resulting from this ITB. Upon request by ODFW, any representative submitting a Bid on behalf of the Bidder shall provide a current document certifying the representative’s authority to bind the Bidder. Upon request of ODFW, Bidder shall provide a certified copy of the bylaws or resolutions of the board of directors showing the authority of the officer signing the Bid to execute agreements on behalf of the entity.

3.3.4 REFERENCES

Bidder must provide three references from similar projects performed for any clients within the last five years. The information provided must include:

• Reference name, telephone number, email and mailing address;

• Description of services or products provided;

• Service or product delivery starting and ending dates; and

• Reference representative name, telephone number, and email address.

3.3.5 MATERIAL OR TECHNICAL REQUIREMENTS RESERVED

3.3.6 KEY PERSONS RESERVED

3.3.7 BID REQUIREMENTS

The bidder must provide all information required in Attachment D of this ITB.

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

A Bid received prior to Bid Opening will be reviewed to determine if it is Responsive to all ITB requirements including compliance with Bids Requirements section. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. If the SPC finds the Bid non-Responsive, the Bid may be rejected, however, Agency may waive mistakes in accordance with OAR 125-247-0470.

4.2 RESPONSIBILITY DETERMINATION

Agency will determine if an apparent successful Bidder is Responsible prior to award and execution of the Contract. Bidder(s) shall submit a signed Responsibility Inquiry form (Attachment F) with Bid.

At any time prior to award, ODFW may reject a Bidder found to be not Responsible.

4.3 COST COMPARISON

Agency shall award the Contract to the lowest Responsible Bidder whose bid substantially complies with the requirements and criteria set forth in this Section. If the ITB authorizes the award of multiple Contracts, ODFW shall award the Contract to the Responsible Bidders whose Bids substantially comply with the requirements and criteria set forth in the ITB.

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

4.5 REFERENCES

Agency may check to determine if references provided are supportive of the Bidder’s ability to comply with the requirements of this ITB. Failure to provide complete and accurate information in a Bid may be cause for rejection.

Agency may conduct other reference checks with persons whose names have not been provided by Bidder, but whom Agency has knowledge. Agency may use references to obtain additional information, break ties, or verify any information needed.

4.6 DEMONSTRATIONS/PRESENTATIONS/INTERVIEWS RESERVED

4.7 PREFERENCES RESERVED

4.8 METHOD OF AWARD

4.8.1 GENERAL AWARD

If awarded, Agency must award the Contract to the Responsible Bidder submitting the lowest, Responsive Bid. Agency may award by item, groups of items or the entire Offer provided such Award is consistent with this ITB and in the public interest.

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

After a final selection is made, ODFW will issue a notice of Intent to Award on OregonBuys. Bid files are public records and available for review at ODFW by appointment.

5.2 PAY EQUITY

If selected for award and the Contract value exceeds $500,000 and Bidder employs 50 or more full-time workers, Bidder shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate, issued to the Proposer by the Oregon Department of Administrative Services. For instructions on how to obtain the Certificate, visit https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx.

5.3 NONDISCRIMINATION IN EMPLOYMENT

As a condition of receiving the award of a Contract under this ITB, Bidder must certify, in accordance with ORS 279A.112, it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault, or unlawful discrimination.

5.4 OTHER REQUIRED INFORMATION

5.4.1 PREVAILING WAGE

The Contractor and all subcontractors shall comply with the provisions of ORS 279A.030. This ITB and the resulting contract are subject to BOLI wage requirements, and the prevailing wages rates set forth as of the date this ITB was first advertised, which while not physically attached, are available in the following in the weblinks and incorporated herein by reference with the same force and effect as though fully set forth herein:

January 5, 2025 Prevailing Wage Rates

April 5, 2025 Amendment to Wage Rates

April 5, 2025 Apprentice Rates

5.4.2 INSURANCE

Prior to award, Bidder shall secure and demonstrate to ODFW proof of insurance as required in this ITB. Insurance Requirements are found in Exhibit B of Attachment A.

https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx https://www.oregon.gov/boli/workers/Prevailing%20Wage%20Rate%20Books/BOLI%20January%205,%202025%20Prevailing%20Wage%20Rate%20Book.pdf https://www.oregon.gov/boli/workers/Prevailing%20Wage%20Rate%20Books/BOLI%20April%205,%202025%20Prevailing%20Wage%20Rate%20Amendment.pdf https://www.oregon.gov/boli/workers/Prevailing%20Wage%20Rate%20Books/PWR%20Apprentice%20Rates%20Effective%20April%205,%202025.pdf

SECTION 6: CONTRACT EXECUTION

After submission of the required information and insurances identified in the ITB by the awardee and obtaining all requisite approvals required, ODFW will proceed with the final award. The Contact attached hereto as Attachment A is not negotiable.

Contractor shall not commence work under the Contract until the Contract has been executed and the Agency has provided the Contractor with the Notice to Proceed.

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

Under ORS Chapter 190, the Agency may enter into an agreement with another government body for the Goods or Services that are the subject of this ITB. Intergovernmental agreements are not subject to the Public Contracting Code. If ODFW receives an Offer from a government body, ODFW will initially review the Offer according to the same criteria set forth in this ITB.

Agency, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof and cancel this ITB if in the interest of the public as determined by ODFW.

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this ITB become the property of Agency. The submission of a Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Contract, or as otherwise needed to administer the ITB process, and to fulfill obligations under Oregon Public Records Laws. Bids, including supporting materials, will not be returned to Bidder unless ODFW cancels this ITB prior to the Bid Opening identified in Section 1.3.

7.3 COST OF BIDDING

Bidders must pay all the costs of bidding including, but not limited to, the cost to prepare and submit Bids, samples and other supporting materials, or to participate in demonstrations, if required by this ITB.

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

Pursuant to ORS 279B.100, ODFW may reject any or all Bids in whole or in part and may cancel this ITB at any time when the rejection or cancellation is in the best interest of the State. Agency, the State, and their officers, employees and agents are not liable to any Bidder for any loss or expense caused by or resulting from the delay, suspension, or cancellation of this ITB, or rejection of any or all Bids. Unless ODFW cancels this ITB prior to the Bid Opening identified in Section 1.3, all Bids will become part of the public record without obligation to ODFW.

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

Following award of Contract, responses to this ITB are subject to public information requests unless the response or specific information contained therein is identified as exempt from public disclosure. The bidder is advised to consult with legal counsel regarding disclosure issues.

If Bidder believes any portion of its Bid contains information considered a trade secret under ORS Chapter 192.345(2), or otherwise is exempt from disclosure under the Oregon Public

Records Law, ORS 192.311 through 192.478, each page containing such information must include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192 and is not to be disclosed except in accordance with the Oregon Public Records Law, ORS

192.311 through 192.478.”

Identifying the Bid as a whole as exempt from disclosure is not acceptable. Cost information submitted in response to an ITB is generally not considered a trade secret under Oregon Public Records Law. If Bidder fails to identify the portions of the Bid which Bidder claims are exempt from disclosure, Bidder is deemed to have waved any future claim of non-disclosure of that information.

7.6 RECYCLED PRODUCTS

Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract services or work set forth in this document and the subsequent Contract. (ORS 279B.055(2)(f), ORS279B.225, and ORS279B.270-279B.280)

ODFW Contract #: 735-021-25

OregonBuys Purchase Order #: PO-63500-00000000

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for informational purposes only. Please do not return any portion of this sample contract, including attached Exhibits, with your bid.

State of Oregon

Oregon Department of Fish and Wildlife

Contract for Services for

Skillem Road Decommission GNA Project

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Oregon Department of Fish and Wildlife, (“Agency or ODFW)” and insert name, (“Contractor”) a

Corporation and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name and Title

Company Name

**Address

**City, State ZIP

Phone: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Contract Administrator Name, Title

Agency-Division

**Address

**City, State ZIP

Phone: (xxx) xxx-xxxx anyname@oregon.gov

Either party may change its Contract Administrator by providing the other notice in compliance with Section 17.6 of this Contract.

1. Contract Term.

The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on insert . The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence:

2.1. this Contract less all exhibits;

2.2. Exhibit A Statement of Work;

2.3. Exhibit B Required Insurance;

2.4. Exhibit C Inadvertent Discovery Plan For Cultural Resources

2.5. Exhibit D Special Terms and Conditions;

2.6. Exhibit E Independent Contractor Certification;

2.7. Exhibit F Debarment and Suspension Form;

2.8. Exhibit G (Price Proposal for ITB #S-63500-xxxxxxxx) incorporated by reference.

2.9. Exhibit H USFS Fire Season requirements

2.10. Exhibit I Specifications for Gate Instillation

2.11. Exhibit J Maps and List of coordinates of all nine installation sites

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

mailto:anyname@yahoo.com mailto:anyname@oregon.gov

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract. In the event Contractor provides the Services that do not conform to the Services Warranty during the Services Warranty Period set forth in Section

8.2.1 and Section 8.2.2, respectively, Contractor shall re-perform required Services at no additional cost to Agency.

3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work.

Contractor shall provide written notice to ODFW upon delivery of completed Deliverables to ODFW. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, ODFW will determine whether the Deliverables have the characteristics and otherwise meet the acceptance criteria set forth in the Statement of Work. If ODFW determines that the Deliverables has the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, ODFW will notify Contractor in writing of ODFW’s acceptance of the Deliverables.

3.3. Rejection of Deliverables; Corrections. If ODFW determines that a Deliverables does not have the characteristics or otherwise meets the acceptance criteria set forth in the Statement of Work in all material respects, ODFW will notify Contractor in writing of Agency’s rejection of the Deliverables, and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 15 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, Agency may either, (i) notify the Contractor of such default and instruct the Contractor to modify or improve the Deliverables as set forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $ INSERT .

Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract, and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

4.2. Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for

4.3. Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work.

Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement. Invoices will contain the ODFW Contract Number, OregonBuys PO Number, Project Title, and the name of the ODFW Project Manager.

4.4. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any such authorized travel expenses must comply with the Oregon Travel Policy.

4.5. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than Agency. Agency believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Agency’s biennial appropriation or limitation. Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

5. Contractor’s Personnel.

5.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”).

Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of Agency. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

5.2. Payment for Replacement Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties.

5.3. State Premises. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by Agency and the State for access to and activities in and around premises controlled by Agency or any other agency of the State.

https://www.oregon.gov/das/Financial/Acctng/Pages/Travel.aspx

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for

6. Independent Contractor; Responsibility For Taxes And Withholding

6.1. Independent Contractor. The Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, Agency may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise.

6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such compensation or payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

7. Subcontracts, Successors, And Assignments

7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

7.2. Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the parties to this Contract, their respective successors, and permitted assigns, if any.

7.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without Agency’s prior written consent.

8. Representations and Warranties.

8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

8.1.1. Contractor has the power and authority to enter into and perform this Contract;

8.1.2. This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms;

8.1.3. Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

8.1.4. Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and

8.1.5. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for

8.1.5.1. All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

8.1.5.2. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

8.1.5.3. Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor;

8.1.5.4. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; and

8.1.6. The Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

8.2. Contractor’s Performance Warranties.

8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession, and; the Services and each Deliverable delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract (collectively, the “Services Warranty”);

8.2.2. Contractor’s Services provided pursuant to this Contract will be free of defects in materials and workmanship for a period of twelve (12) months after the date when the Services were completed (“Services Warranty Period”);

8.2.3. Except as otherwise provided in this Contract (including Section 9), Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

8.2.4. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract.

8.3. Warranties cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

9. Ownership of Work Product.

9.1. Definitions. As used in this Section (9), and elsewhere in this Contract, the following terms have the meanings set forth below:

9.1.1. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

9.1.2. “Third Party Intellectual Property” means any intellectual property owned by parties other than Agency or Contractor.

9.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

9.2. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of Agency. Agency and Contractor agree that such Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in Agency. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

9.3. License in Contractor Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

9.4. License in Third Party Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on the Agency’s behalf and in the name of the Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

9.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Agency. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Agency any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

9.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent.

Each party grants only the licenses and rights specified in this Contract.

9.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

10. Confidential Information.

10.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract;

(iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

10.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist ODFW in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

NOTICE TO BIDDERS: This Attachment, A Sample Contract Form, is provided for

10.3. Confidentiality Policies. Contractor shall, upon ODFW’s request, provide its policies and procedures for safeguarding Confidential Information to ODFW for ODFW’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

10.4. Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, ODFW may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of ODFW and are reasonable in scope and content.

10.5. Publicity. Contractor agrees that it will not disclose…