2-Neighborhood District Capacity Building Consultant Services RFP.docx

Request for Proposals

Neighborhood District Capacity Building Consultant Services Solicitation No. 26-4601

Proposal Due: October 02, 2025, 3:00 PM Pacific Time

City of Bend 710 NW Wall Street, 2nd Floor Bend, Oregon 97703 Attention: Donnie Sujack

CITY OF BEND

REQUEST FOR PROPOSALS

Introduction

The City of Bend requests proposals for consultant support for enhancing organizational capacity and community engagement for up to thirteen Neighborhood Districts.

Detailed information regarding the services to be provided are provided in Exhibit A – Scope of Work.

Issuing Officer

The Procurement Analyst is the issuing officer for this Request for Proposal (RFP) and the point of contact for the City for all process and Agreement questions as well as protests.

City of Bend Donnie Sujack Procurement Analyst 710 NW Wall Street, 2nd Floor Bend, Oregon 97703

E-mail: dsujack@bendoregon.com

Submission for questions

Any questions including technical questions must be directed to the Issuing Officer and are encouraged to be submitted via the Portal by clicking on the Messages, Vendor Discussions tab of the desired solicitation. The City’s written response to Questions and/or Requests for Clarification will be posted on the Portal. City must receive requests for changes, in writing, a minimum of ten working days prior to the deadline for submitting a Proposal. Responses to questions received less than five business days prior to the deadline for submitting Proposals will be at the discretion of the City. Please contact the Issuing Officer for accessibility options.

Submission Date and Location

The deadline for submitting Proposals is: October 02, 2025, 3:00 PM Pacific Time. One (1) copy shall be submitted in electronic form through the City of Bend eProcurement Euna Portal (Portal). The City’s Portal can be found at https://bendoregon.bonfirehub.com. If technical assistance is needed, please contact Bonfire at 800-354- 8010 ext. 2, email support@GoBonfire.com or visit Euna’s help forum at https://bonfirehub.zendesk.com/hc. Proposals received after the specified date and time will not be given further consideration. Proposer’s are encouraged to allow extra time to ensure proposals are uploaded by the deadline as this can be impacted by Proposer’s bandwidth speed.

Proposals will be received online as instructed on the City Portal. Proposals may also be submitted to the City, via mail, or in person, by contacting the Issuing Officer no later than two (2) business days prior to Proposal due date to make arrangements ahead of time for an in-person submission. Hard copies will not be accepted unless the Proposer has made arrangements ahead of time. If a hard copy of the Proposal is submitted without prior coordination with the Issuing Officer, the Proposal will be returned (unopened) to the Proposer without consideration. No faxed or emailed submissions will be accepted.

Obtaining Solicitation Documents and Addenda

The solicitation documents are available for download on the Portal https://bendoregon.bonfirehub.com. In order to download and respond to posted solicitations, Proposers will need to register as a vendor by visiting: https://bendoregon.bonfirehub.com. Once registered, follow the instructions to download the documents:

1) Log in to the Portal.

2) Under “Action” column of “Open Public Opportunities” page, click on “View Opportunity” next to Project.

3) Scroll down to “Supporting Documentation” section to download documents.

Only documents issued as Addenda by the City of Bend serve to change the RFP in any way. No other direction received by the Proposer, written or verbal, serves to change the RFP document. Note: If you intend to submit a Proposal, the Proposer should consult the Portal to assure that you have not missed any Addenda announcements.

Requests for Explanation or Clarification

Proposers shall promptly notify the City of any ambiguity, inconsistency, or error which they may discover upon examination of the Request for Proposal documents via the Portal. Any request for an explanation regarding the meaning or interpretation of requirements, Agreement document or other documents must be in writing via the Portal, with sufficient time for the City to reply before proposal due date. The City may choose not to provide an explanation. Explanations shall be made in the form of addenda and shall be furnished to persons who have registered as detailed above. Oral explanations and comments shall not be binding.

Protests and Requests for Changes of Requirements or Agreement Terms

Protest regarding this solicitation must be submitted not less than 7 calendar days prior to closing, except that protests of an addendum are due 5 calendar days after the issuance of the addendum. A request for a change to any portion of this Request for Proposals is considered a protest. If a Proposer believes a requirement or Agreement term is unnecessarily restrictive or limits competition, they may submit a protest setting out the language for which change is sought and indicating the document title, page and, Section of Subsection where the language is located. Please see Exhibit C -Professional Services Agreement. To be considered, the protest must include a detailed statement of the legal and factual grounds for the protest, a description of the resulting prejudice to the Proposer if the protest is not granted, and the proposed change. A Proposer who fails to submit a protest relating to Agreement terms at least 7 days before due date may not request different Agreement terms if awarded the Agreement.

Protests of Notice of Intent to Award or the final Award must be in writing and made within 7 calendar days of the issuance of each respective notification. If a Proposer does not protest the Notice of Intent to Award, they will not be able to protest the Award. Protests shall be delivered to City of Bend, Procurement and Public Contracts Manager, 710 NW Wall Street, Bend, Oregon 97703. Protest procedures are set forth in Oregon Administrative Rules (OAR) 137-048-0240. Protests shall be handled in accordance with applicable laws and rules.

Modification or Withdrawal A Proposer may withdraw its Proposal, without prejudice, electronically through the Portal at https://bendoregon.bonfirehub.com prior to the Proposal closing date and time. The withdrawal of a Proposal does not prejudice the right of a Proposer to submit another Proposal within the time set for receipt of Proposals.

Responsiveness, Rejection, and Cancellation

The City may, at its discretion, reject any Proposal that does not substantially comply with the requirements set forth in the RFP. The City may reject any Proposal not in compliance with all prescribed public proposal procedures and requirements, and may reject for good cause any or all Proposals or cancel the RFP at any time before execution of the Agreement by both parties if rejection or cancelation is deemed to be in the public interest as determined by the City.

If a Proposal is entirely or predominately labeled as “Proprietary”, the City may, in its the sole discretion, deem the Proposal non-responsive. Unless the City, in its discretion, determines that a submitted Proposal is not in substantial compliance with RFP requirements, unintentionally incomplete, qualified, or omitted responses to Proposal sections will be dealt with as a matter of Proposal scoring as opposed to responsiveness.

The City may waive minor informalities and irregularities.

Duration of Proposals Proposals must remain valid for at least 60 days. Proposals must be signed by an official authorized to bind the Proposer.

Public Record and Property of the City

With the exception of Proposals that are withdrawn prior to the Proposal due date or Proposals submitted past the Proposal due date, all information submitted by a Proposer in response to this RFP shall become the property of the City and will not be returned to the Proposer. If Proposers made special arrangements with the Issuing Office to accept a hard copy of a proposal, all hard copies of properly withdrawn or late Proposals will be returned to the Proposer unopened.

All documents received by the City are subject to public disclosure after the City selects a Contractor. Information deemed by the Proposer as exempt under Oregon’s public records law must be clearly marked by the proposer as “Proprietary”. Marked pages must be placed in a group separate from the remainder of the proposal. The City will make an independent determination regarding exemptions applicable to information that has been properly marked and segregated. The City will attempt to maintain the confidentiality of materials clearly marked “Proprietary” to the extent allowable under Oregon public records law.

Incurring Costs The City of Bend is not liable for any cost incurred by Proposers prior to issuance of a Agreement. Proposers responding to this RFP do so at their own expense and the City will not reimburse any expense incurred by Proposers or any other party in the preparation or submission of a response to this RFP.

Business Inclusion and Diversity Minority, Women Owned, Emerging Small and Veteran Owned businesses are encouraged to submit a proposal. Proposers are encouraged to involve participation of small, minority, women and veteran owned business enterprises. A Directory is available from the Certification Office for Business Inclusion and Diversity (COBID) web site at: https://www.oregon.gov/biz/programs/COBID/Pages/default.aspx, or by telephone, 503-986‑0078.

Negotiations and Agreement The City reserves the right to negotiate a final Agreement that is in the best interest of the City. At completion of the evaluation process, the City will notify Proposers of its intent to award an Agreement. The City will attempt to reach final agreement, including a detailed scope, project schedule and fee schedule with the highest scoring Proposer. If it appears agreement cannot be reached, the City, in its sole discretion, may terminate negotiations and reject the Proposal. The City may then attempt to reach a final agreement with the second highest scoring Proposer. The negotiation process may continue in this manner through successive Proposers until an agreement is reached or the City terminates the contracting process.

Selection Process

The City reserves the right to select a Consultant on the basis of the proposals or to conduct interviews with the highest qualified proposers following evaluation and scoring of the proposals, whichever is determined to best serve the needs of the City. The City reserves the right to seek clarifications of any or all proposals. Failure to respond in a timely manner to any such questions or requests may be grounds for elimination of the Proposer from further consideration.

The City may request additional information or make such independent investigations that, in the City’s sole discretion, it deems necessary or advisable to determine the responsiveness and responsibility of any Proposer. The City may obtain information from any legal source for clarification of any Proposal or for information regarding any Proposer. The City reserves the right to research and investigate references, including customers other than those listed in the Proposer’s submission.

Proposal Evaluation Criteria and Scoring

The evaluation and scoring will be based on technical and administrative capabilities in relation to the needs of the project. The Proposer with the highest total score shall be selected assuming all other applicable criteria are met. If interviews are conducted, there will be an additional 100 points available. The following criteria will be used in scoring the proposals:

· Project Understanding and Approach Max. Points: 200 Score _____

Evaluate the consultant’s project understanding and approach to accomplish the objectives and tasks set forth in the Scope of Work. Consider methodologies proposed to accomplish the work, including the types of information or data required. Review the proposed schedule for compliance with stated milestone dates and/or suggested schedule enhancements or deviations.

· Experience and Quality of Service Max. Points: 300 Score _____

Evaluate the proposed team’s qualifications, experience, skills and commitment to perform the work. Evaluate the firm’s recent projects experience, specifically for this type of work, level of complexity, and comparable size with the proposed project. Were proposed team members actively involved in many of the referenced projects? Consider the quality of the firm’s completed projects and the quality of service the firm provided on previous projects for the City of Bend.

· Cost Max. Points: 100 Score _____

The proposal that accomplishes the stated objectives and tasks at the lowest cost will receive the highest points for this criterion.

· Interview Max. Points: 100 Score _____

If an interview is held, the City will recalculate the entire proposal and add points for interview performance (100 points available, if held).

TOTAL SCORE __________

Proposal Contents

Proposals are to include, but not necessarily be limited to, the content listed below. The volume, or size of the proposal, should be consistent with the relative size of the project. Concise proposals without needless duplication are encouraged.

1. Letter of transmittal. Include an introductory letter expressing interest in the project. The letter shall include full name of firm, RFP contact person, email address, mailing address, and telephone number. The letter must be signed by person authorized to bind the firm.

2. Project Understanding and Approach. Provide a statement of the goods and/or services to be provided including a detailed explanation of how the goods and services are to be provided. A project schedule should be included in this section.

3. Project Team. List the experience and qualifications of staff who will be working on the project. Describe the applicable skills and accomplishments of the project manager. Confirm availability and commitment of named key staff to the project. If the project manager is not local, identify any local contact and describe how project management, coordination and communications with the City will be accomplished. Do not include persons who will not be working on the project.

Include resumes at the back of the proposal which reflect education, registrations and experience of key staff.

4. Related Experience. Provide project descriptions for up to three recent projects similar in nature to the proposed project, including completion dates, measures that indicate quality and successful project completion, and a client reference name and phone number. Indicate the involvement of proposed key staff on those or similar projects. Indicate the team’s familiarity with the local area.

Provide any background information on the size, capability and location of the firm that may be beneficial.

5. Cost Proposal. Provide a cost proposal to perform the scope of work. Include estimated person hours, labor costs and expenses for each task listed in the scope of work. Clearly describe any deviation from the listed scope of work that would significantly affect costs. Separate the cost of any proposed optional services from the cost of services requested. The format for the cost proposal is to be selected by the consultant.

Include a listing of hourly rates for all employee classifications anticipated to work on the project, as well as rates for non-labor direct expenses. Include similar information for any major subconsultants. The listed rates will be used in preparation of any future change orders.

6. Oregon Statutory Certifications. Upload a signed copy of the Oregon Statutory (ORS) Certifications, Exhibit B as a separate document in the Portal. This document also includes addenda acknowledgement and additional company information.

Limitations:

· Sections 1-5 limited to a total of 10 pages of text, including the letter of transmittal.

· Section 6 no page limit. Include the Oregon Statutory Certification sheet plus any additional sheets needed for exceptions.

· Section 7 is limited to 4 pages.

· The limitation does not apply to covers or dividers unless they are used to convey project information. Any 11 X 17 pages will be counted as two pages. A two sided page counts as two pages.

· Pages beyond these page limitations will not be evaluated.

· The Proposer shall number the pages in consecutive order.

· Proposal text shall be legible. Arial typeface is preferred, but not required. Minimum font size of 11 point.

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES TO BE PROVIDED:

The Bend Neighborhood Districts provide community members the opportunity to help shape the future of their neighborhood and the City. Neighborhood Districts maintain and improve the quality of life in the City, increase citizen participation in local decision making, and form an effective partnership between the City and neighborhood residents.

Neighborhood District Purpose Bend Municipal Code Chapter 1.70 Neighborhood Districts states that the City of Bend's neighborhood district program is intended to:

1. Encourage and build community and neighborhood awareness and understanding of City issues;

2. Provide for inclusive representative, informed, and effective communication and feedback between the City and community members on issues and concerns related to City issues, especially those related to City Council goals; and

3. Support positive and meaningful connections within neighborhoods and the City as a whole.

For more information, visit: Neighborhood Districts | City of Bend The consultant will support the City’s Neighborhood Districts equally, which as of the date of this solicitation includes 13 districts, in enhancing their organizational capacity and community engagement through the following objectives:

1. Outreach and Social Media Training & Support

a. Develop and deliver tailored training sessions on effective use of social media platforms (e.g., Facebook, Instagram, Nextdoor) for community outreach.

b. Provide one-on-one coaching or group workshops to build confidence and consistency in digital engagement.

c. Create best practices and toolkits for content planning, scheduling, and analytics tracking.

d. Auditing existing email lists to identify duplicates, inactive contacts, and segmentation opportunities and establish ongoing processes for list maintenance.

2. Website Content Development and Training

a. Assess current website content and structure for clarity, accessibility, and community relevance.

b. Assist in developing or refining website content that reflects the mission, events, and services of each Neighborhood District.

c. Train volunteers on basic website maintenance (adding news, or announcements, updating images, links, and downloadable files and SEO) and content updates using their existing Content Management System (e.g., WordPress, Wix, Squarespace).

3. Event Planning and Logistics Support

a. Provide guidance and tools for planning inclusive and well-organized community events (e.g., checklists, timelines, vendor coordination).

b. Support logistics for key events, including venue selection, outreach materials, volunteer coordination, and post-event evaluation.

c. Offer training on event promotion strategies, including digital and print outreach.

4. Operational Support and Board Recruitment

a. Assist in identifying operational gaps and recommend strategies for improving internal processes and communication.

b. Support the development of recruitment strategies to diversify and strengthen Neighborhood District boards.

c. Provide templates and guidance for onboarding new board members, including orientation materials and role descriptions.

d. Develop a way for Neighborhood Districts to share information, best practices, and other learnings for support and collaboration.

e. Attend monthly Neighborhood Board meetings.

FUNDING DISTRIBUTION REQUIREMENTS

Neighborhood Districts received funding from the City for annual meetings, mailings, etc. To facilitate the distribution of funds from the City, Consultant will inform, coordinate, and advise Neighborhood Districts on three options for managing funds and maintaining compliance:

1. Work with a Fiscal Sponsor

a. Partner with an established nonprofit (fiscal sponsor) to manage funds on behalf of the neighborhood.

b. The fiscal sponsor handles financial administration, compliance, and reporting.

2. Form a Legal Entity (e.g., 501(c)(3))

a. Establish a nonprofit organization to receive and manage funds directly.

b. Offers long-term benefits such as tax-exempt status and eligibility for grants.

c. Recommendation: Consult a CPA or attorney to determine the best legal structure.

d. The City will provide a list of legal and financial resources to assist.

3. Individual Representative as Vendor

a. A designated neighborhood representative may act as a vendor using their Social Security Number and W-9 form.

b. The City will issue a 1099 form for tax reporting.

Project Goals for Neighborhood District Capacity Building Consultant

1. Strengthening Organizational Operations and Leadership Development

a. Support the development of sustainable operational practices and assist in recruiting and onboarding diverse, engaged board members to ensure long-term organizational health.

2. Enhance Community Outreach and Digital Engagement

a. Strengthen the ability of Neighborhood Districts to effectively engage with their communities through strategic use of social media and digital platforms.

3. Improve Website Communication and Self-Sufficiency

a. Equip Neighborhood Districts with the skills and content needed to maintain informative, accessible, and regularly updated websites that reflect their mission and activities.

4. Increase Capacity for Planning and Executing Community Events

a. Build internal capacity to independently plan, promote, and manage community events that foster connection and participation.

5. Develop a comprehensive set of metrics to evaluate the performance and impact of social media channels and email lists, with the aim of improving outreach and audience engagement

Project Process and Timeline TASK 1: Identify Consultant Consultant shall develop a comprehensive understanding of the City of Bend and Neighborhood Districts’ current work to inform the development of a workplan to achieve the desired Project Goals.

Deliverables + Key Tasks:

· Project kick-off meeting with Communications and Engagement

· Identify metrics for success

· Coordinate meeting with each Neighborhood District Targeted Timeline: November 26, 2025 TASK 2: Meeting with all Neighborhoods In collaboration with City of Bend staff, the Consultant shall coordinate and facilitate one meeting with all Neighborhood Districts and an additional round of meetings with each Neighborhood District. These meetings are intended to build rapport, establish trust, and create a shared understanding of the project goals. The purpose is to get to know each other, answer questions, and begin identifying each Neighborhood District’s unique needs, strengths, and priorities related to outreach, communications, event planning, and organizational development. These sessions will also serve as a foundation for co-developing tailored support strategies and ensuring that the consultant’s approach aligns with the values and goals of each District.

Targeted Timeline: January 07, 2026 TASK 3: Six-Month Check-In and Progress Review Approximately six months from project initiation, the Consultant shall participate in a formal check-in process with City of Bend staff and representatives from the Neighborhood Districts. The purpose of this check-in is to:

· Review progress toward project goals and deliverables.

· Evaluate effectiveness of capacity-building efforts, including training sessions, outreach support, and operational improvements.

· Assess metrics such as:

· Number of Districts actively using social media and websites.

· Number of events supported or planned.

· Number of individuals trained.

· Feedback from Districts on consultant support and relevance.

· Identify challenges or barriers encountered and collaboratively develop solutions.

· Adjust the work plan or priorities as needed to ensure continued alignment with District needs and project objectives.

The Consultant shall prepare a brief progress summary report in advance of the check-in meeting, outlining accomplishments, metrics, and any recommended adjustments to the scope or approach.

Targeted Timeline: May 26, 2026 TASK 4: Evaluation and Success Metrics To ensure accountability and track progress, the Consultant, in collaboration with City of Bend staff, shall implement a system for measuring success based on the following key performance indicators (KPIs):

1. Outreach and Social Media

a. Metric: Number of Neighborhood Districts with active and regularly updated social media accounts.

b. Metric: Increase in social media engagement (likes, shares, comments, followers) over the project period.

c. Metric: Number of staff/volunteers trained in social media use and content planning

2. Website Content and Training

a. Metric: Number of websites updated with new or improved content.

b. Metric: Number of individuals trained in website content management.

c. Metric: Self-reported confidence and ability to maintain websites (via post-training surveys).

3. Event Planning and Logistics

a. Metric: Number of events successfully planned and executed with consultant support.

b. Metric: Use of event planning tools/templates provided by the consultant.

c. Metric: Participant satisfaction or attendance numbers at supported events.

4. Operational Support and Board Recruitment

a. Metric: Number of new board members recruited and onboarded.

b. Metric: Number of Districts with updated board recruitment materials or strategies.

c. Metric: Feedback from District leaders on improvements in operational capacity.

5. Relationship Building and Satisfaction

a. Metric: Completion of initial meetings with all Neighborhood Districts.

b. Metric: Satisfaction ratings from Districts on consultant support (via surveys or interviews).

c. Metric: Qualitative feedback on collaboration, responsiveness, and relevance of support.

EXHIBIT C

PERSONAL SERVICES AGREEMENT BETWEEN ___________

THE CITY OF BEND AND

Contract Number:

This Personal Services Agreement is between the City of Bend, Oregon (“City”) and ______________________ (“Contractor”) (together, “Parties”) for professional personal services.

RECITALS

A. The City desires to enter into the Agreement for consulting support services for Neighborhood Districts.

B. Contractor has the training, ability, knowledge, and experience to provide the services desired by the City.

C. Contractor was selected by a formal request for proposal process.

TERMS OF AGREEMENT

1. Effective Date; Duration. This Agreement shall become effective when signed by both Parties and approved by the City’s legal counsel. Unless sooner terminated, this Agreement shall expire on _____________________ but may be renewed for up to 4 additional years if agreed to by both Parties. Termination or expiration shall not extinguish or prejudice the City’s right to enforce this Agreement with respect to any default or defect in performance that has not been cured.

2. Services. Contractor shall provide capacity building consulting support services for City of Bend Neighborhood Districts. The services to be provided are described in more detail in Exhibit A, Scope of Work. Contractor shall perform all work in accordance with Exhibit A.

3. Consideration. City shall pay Contractor as set out in Exhibit B, but the total payment under this Agreement, which includes allowable expenses for reimbursement as per the attached Exhibit C, shall not exceed $50,000.00. The Not to Exceed amount may be exceeded only upon prior written increase in the Scope of Work, accompanied by written authorization for an increase in fee from the City Manager. If there is no change in Scope of Work, the Contractor shall complete all identified Work Scope within the Not to Exceed amount as indicated above. Any known additional or optional tasks are listed in Exhibit B.

3.1. Contractor shall send City an invoice each month setting forth the fee due for that month and include a detailed summary of the work performed during the pay period. City shall review all submitted invoices promptly and shall pay all undisputed amounts within 30 days of City's receipt of the invoice.

3.2. Invoices will be directed to the City of Bend, Attention: Accounts Payable, P.O. Box 1458, Bend, Oregon 97709. Invoices may be emailed to: ap@bendoregon.gov. If an invoice is delivered on a non-business day, the invoice shall be considered received on the next day the City’s Finance Department is open for business.

3.3. Contractor shall reference the Contract Number and the Project Number as appropriate.

4. Standard of Care. Contractor will provide services with the degree of skill and diligence normally employed by professionals performing the same or similar services at the time the services are performed. Contractor shall, at all times during the term of this Agreement, be duly licensed to perform the Work, and if there is no licensing requirement for the profession or Work, be duly qualified and competent.

5. Termination. The Parties may terminate this Agreement as follows:

5.1. This Agreement may be terminated at any time by mutual consent of both Parties.

5.2. City may, at its sole discretion, terminate this Agreement, in whole or in part, upon thirty (30) days’ notice, in writing and delivered by certified mail or in person.

5.3. City may terminate this Agreement, effective upon delivery of written notice to the Contractor, or at a later date established by the City under any of the following conditions:

(a) City funding is not obtained or continued at levels sufficient to pay for Contractor’s Work. The Agreement may be modified to accommodate a reduction in funds. In determining the availability of funds, City may use the biennial budget adopted or modified by the City Council.

(b) If federal, state, or City regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

(c) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

5.4. Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued prior to the termination.

5.5. The City by written notice of default (including breach of contract) to the Contractor may terminate the whole or any part of this Agreement:

(a) If the Contractor fails to provide services called for by this Agreement within the time specified or any extension of the Agreement, or

(b) If the Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and after receipt of written notice from the City, fails to correct the failures within 10 days or such longer period as the City may authorize.

5.6. Contractor may terminate this Agreement upon 30 days’ written notice to City if City fails to pay Contractor pursuant to the terms of this Agreement and City fails to cure within 30 business days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in the notice.

6. Access to Records – Files; Confidential Information. Contractor shall maintain all books, documents, papers, and records relating to the Agreement for at least seven years following completion of the project. Contractor shall maintain any other records pertinent to this Agreement in such a manner as to clearly document Contractor’s performance. City, state, and federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific Agreement for the purpose of making audit, examination, excerpts, and transcript. Contractor agrees that all files or other documents generated or in the possession of Contractor related to Contractor's delivery of service are the property of the City and shall be available to the City upon request. Contractor understands the nature of project/projects means that Contractor may be privy to information that is confidential, proprietary, or sensitive in nature, which information shall not be disclosed to any third person or entity without the consent of the City of Bend or at the City's direction, either during the term of this Agreement or after its termination. Likewise, any analysis or commentary provided by Contractor of a confidential or sensitive nature shall not be released or disclosed to any person without the consent or direction of the City.

7. Independent Contractor; Responsibility for Taxes & Withholding.

7.1. The Work to be rendered under this Agreement is that of an independent contractor. Contractor is not an officer, employee, or agent of the State or Department as those terms are used in ORS 30.265 of the Oregon Tort Claims Act, and Contractor is not to be considered an officer, employee, or agent of the City for any purpose. Contractor shall be solely and entirely responsible for its acts and for the acts of its agents or employees during the performance of this Agreement. Contractor is an independent contractor for purposes of the Oregon Workers' Compensation Law (ORS Chapter 656) and is solely liable for workers' compensation coverage under this Agreement. City does not have the right of direction or control of the manner in which Contractor delivers the Work under this Agreement or exercise any control over the activities of the Contractor.

7.2. No Agency, Partnership, or Joint Venture/Independent Contractor - Neither the City or Contractor, by virtue of this Agreement, is a partner or joint venture with the other party in connection with the activities carried out under this Agreement.

7.3. This Agreement is not intended to entitle the Contractor nor any of its Agents to any benefits generally granted to City employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Agreement are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, Social Security, Workers' Compensation, unemployment compensation, or retirement. Contractor shall be responsible for all federal or state taxes applicable to compensation or payment paid to Contractor under this Agreement.

8. Ownership of Work Product. All work product of Contractor under this Agreement shall be the exclusive property of the City. Contractor waives and releases all rights relating to the use of the work under this Agreement, including any rights arising under 17 U.S.C. § 106A. Reuse of work product by City or others for purposes outside the Scope of Work shall be without liability to Contractor.

9. Indemnification

9.1 Indemnification for General Liability Claims. Contractor shall defend, indemnify, and hold the City, its officers, agents, employees and volunteers harmless against all liability, claims, losses, demands, suits, fees and judgments (collectively known as ‘claims’) that may be based on, or arise out of, damage or injury (including death) to persons or property caused by or resulting from any act or omission sustained in connection with the performance of this Agreement or by conditions created thereby or based upon violation of any statute, ordinance or regulation. This indemnification required shall not apply to claims caused by the sole negligence or willful misconduct of the City, its officers, agents, employees and volunteers. The Contractor agrees that it is not an agent of the City and is not entitled to indemnification and defense under ORS 30.285 and ORS 30.287.

9.2 Indemnification for Professional Liability Claims. Contractor shall defend, indemnify, and hold the City, its officers, agents, employees and volunteers harmless against all liability, claims, losses, demands, suits, fees and judgments that may be based on, or arise out of damages caused by or resulting from professional negligence in connection with the performance of this Agreement by conditions created thereby or based upon violation of any statute, ordinance or regulation (collectively known as “Professional Negligence Claims’). This indemnification required shall not apply to Professional Negligence Claims caused by the sole negligence or willful misconduct of the City, its officers, agents, employees and volunteers. The Contractor agrees that it is not an agent of the City and is not entitled to indemnification and defense under ORS 30.285 and ORS 30.287.

10. Insurance. Contractor shall purchase and maintain at their own expense the insurance noted below subject to review and acceptance by the City of Bend. All insurance shall apply on a primary, non-contributory basis and remain in effect for the duration of the Agreement terms. Any policy written on a ‘claims made’ basis may only be done so with the written approval and authorization of the City of Bend and coverage written in this manner shall extend for 24 months past completion and acceptance of Contractor’s work or services. Insurance certificates and insurance questions shall be emailed to the City’s insurance email at: insurance@bendoregon.gov.

10.1 Commercial General Liability Insurance with minimum coverage in effect of $2,000,000 per incident, claim or occurrence and $2,000,000 in aggregate. The policy shall include coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products completed operations, employer’s practices liability, and contractual damages. Contractor shall remain fully responsible and liable for any claims resulting from the negligence or intentional misconduct of Contractor, its subcontractors, and their officials, agents, and employees in performance of this Agreement, even if not covered by, or in excess of insurance limits.

10.2 Commercial Automobile (Fleet) Liability Insurance with minimum combined single limit of $2,000,000 covering all owned, non-owned, and hired vehicles. This coverage shall be written in combination with the Commercial General Liability Insurance with separate limits for Commercial Automobile Liability and Commercial General Liability.

10.3 Contractor shall maintain in full force and effect professional liability insurance with a combined single limit of not less than $2,000,000 for each claim, incident, or occurrence, $2,000,000 aggregate. This is to cover damages caused by error, omission, or negligent acts related to the professional services to be provided under this Agreement. Contractor shall remain fully liable for any deductible required under its professional liability errors and omissions policy if found to be negligent related to the professional services to be provided under this Agreement. Coverage must be in effect prior to the commencement of the performance of this Agreement. Contractor shall furnish proof of continuous “tail” coverage for 24 months after Agreement completion.

10.4 Commercial General Liability coverage shall name, by certificate and endorsement the City, its officers, agents, employees, and volunteers as additional insureds with respect to Contractor’s work or services provided under this Agreement.

10.5 Workers’ Compensation Insurance as required by ORS chapter 656 and meeting the minimum requirements therein. Contractor shall ensure that each subcontractor obtains and maintains workers’ compensation insurance and that the carrier notifies the State of Oregon or files a guaranty contract with the State of Oregon Workers’ Compensation Division before performing work.

10.6 Contractor shall provide proof of coverage required by acceptable Certificate of Insurance and signed Endorsement from the carrier(s). The Certificate and Endorsement shall provide that there will be no cancellation, termination, material change, or reduction in limits of the insurance coverage without a minimum 30-day written notice to the City. The Certificate and Endorsement shall also state the deductible or self-insured retention level.

11. Subrogation. Contractor grants Waiver of Subrogation to the City, its officers, agents, employees, and volunteers for any claims arising out of Contractor’s work or service. Further, Contractor agrees that in the event of loss due to any of the risks for which it has agreed to provide insurance, recovery by the Contractor shall be solely with their insurance carrier. Contractor also grants to City on behalf of any insurer providing coverage to either Contractor or City with respect to the work or services of Contractor a waiver of any right to subrogation which any insurer or Contractor may acquire against City by virtue of the payment of any loss under such insurance coverage.

12. Nondiscrimination - ADA Compliance – Contractor agrees to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Contractor also shall comply with the Americans with Disabilities Act (ADA) of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 and any subsequent amendments (42 U.S.C. § 12101, et seq.) (Pub No. 101-336), ORS 659A, and all regulations and administrative rules established pursuant to those laws. Contractor agrees to comply with ADA in its employment and nondiscrimination practices, and that it shall perform its contractual obligations consistent with ADA federal requirements/regulations, state disability and accessibility law and requirements, and applicable regulations and administrative rules established pursuant to those laws.

13. Successors and Assigns. City and Contractor each binds itself, its successors, assigns, and legal representatives to the other party to this Agreement and to the successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Contractor shall not assign or transfer its interests in this Agreement without written consent of City, which consent may be withheld in the City's sole, subjective discretion. The rights under this Agreement may not be transferred or assigned by operation of law, change of control or merger without the prior written consent of the City. The City may rescind this Agreement if transferred or assigned by operation of law, change of control or merger, or without the prior written consent of the City.

14. Force Majeure. Contractor shall not be held responsible for delay or default caused by fire, riot, acts of God, and war which is beyond Contractor’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the Agreement.

15. No Third Party Beneficiaries. City and Contractor are the only Parties to this Agreement and are the only Parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

16. Waiver. City’s failure to enforce a provision of this Agreement shall not constitute a continuing waiver, shall not constitute a relinquishment of City’s right to performance in the future and shall not operate as a waiver of City’s right to enforce any other provision of this Agreement.

17. Limitation on Authority. City retains its authority to execute all applications, Agreements, and other documents relating to the Project. Contractor has no right or authority, express or implied, to commit or otherwise obligate City or any of its partners, except as permitted by the express terms of this Agreement, or as authorized in writing.

18. Attorney Fees & Governing Law. In the event an action, suit of proceeding, including appeals, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for that party's own attorney fees, expenses, costs, and disbursements for the action, suit, proceeding, or appeal. The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any claim, action, suit, or proceeding between City and Contractor arising from or relating to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County, Oregon, or, if the claim must be brought in a federal forum, the United States District Court for the District of Oregon. Contractor hereby consents to in personam jurisdiction of said courts.

19. ORS 279A.125 Preference for Recycled Materials. Contractor will use where applicable, recycled materials if (a) The recycled product is available; (b) The recycled product meets applicable standards; (c) The recycled product can be substituted for a comparable non-recycled product; and (d) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent (5%).

20. Compliance with Law. Contractor shall comply with applicable federal, state, and local laws and ordinances applicable to the work under this Agreement. This Agreement incorporates the provisions required to be in an agreement of this type by ORS 279B.200 through 279B.235 (see Exhibit D).

21. Merger Clause. This Agreement and attached exhibits constitute the entire Agreement between the Parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both Parties. The waiver, consent, modification or change, if made shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor by signature of its authorized representative hereby acknowledges that he/she/they has read this Agreement/Agreement/Agreement, understands it, and agrees to be bound by its terms and conditions.

22. Key Personnel. Contractor acknowledges and agrees that the City selected Contractor for award of this Contract because of the special qualifications of Contractor’s key personnel. Contractor shall not reassign or transfer key personnel to other duties or positions such that they are no longer available to provide City with the expertise, experience, judgment, and personal attention at the level proposed without first obtaining the City’s prior written consent to such reassignment or transfer. The City shall have the right to interview, review the qualifications of, and approve or disapprove any proposed change in key personnel.

23. Notices. Project correspondence shall be directed to City Project Manager. Insurance certificates and insurance questions shall be emailed to the City’s insurance email at: insurance@bendoregon.gov. All notices and demands of a legal nature that either party may be required or may desire to serve upon the other party shall be in writing and shall be served upon the other party by personal service, by facsimile transmission, E-Mail followed by mail delivery of the original of the notice, by overnight courier with proof of receipt, or by certified mail, return receipt requested, postage prepaid, addressed as follows:

Contractor Name Attn:

[Address] [City, State, Zip] Phone:

Email:

City of Bend Attn: Eric King, City Manager 710 NW Wall Street Bend, Oregon 97703 Phone: 541-388-5505 Fax: 541-385-6676 Email: eking@bendoregon.gov

Service by mail shall be deemed complete on the date of actual delivery or three business days after being sent via certified mail. Service by facsimile transmission or E-Mail shall be deemed served upon receipt of the facsimile or E-Mail, followed by mail delivery.

24. Severability. If any provision of this Agreement is held illegal or unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement, and if negotiations fail, may terminate the Agreement.

25. Counterparts. This Agreement may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Agreement so executed shall constitute an original.

26. Amendments. The Parties may amend this Agreement by a written amendment properly executed by both Parties.

27. Pay Equity. As required by ORS 279B.235, Contractor shall comply with ORS 652.220 and shall not discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based on an employee’s membership in a protected class.

Contractor must comply with ORS 652.220 as amended and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the…