2021_KOG_ComicBookWebsite_RFP_FINAL~1.pdf

Keep Oregon Green Website RFP 12/2021

Request for Proposals:

Development of Website for the Keep Oregon Green Association

Solicitation Number: S-62900-00002031

Send Proposals To:

Attn: Kristin Babbs P.O. Box 12365

Salem, OR 97309

Proposal due date: March 7, 2022 by 3:00 p.m. PT

TABLE OF CONTENTS

Section 1.0 SOLICITATION INFORMATION AND REQUIREMENTS

1.1 SUMMARY OVERVIEW

1.2 QUESTIONS AND CLARIFICATIONS

1.3 PROPOSAL SUBMISSION REQUIREMENTS

Section 2.0 PROPOSAL EVALUATION & CONTRACTOR SELECTION

2.1 EVALUATION PROCESS

2.2 SCORING CRITERIA

Section 3.0

3.1 CERTIFICATES OF INSURANCE

3.2 CONTRACTOR RESPONSIBILITIES

ATTACHMENT A PROPOSAL COVER SHEET RFP

EXHIBIT A STATEMENT OF WORK

ATTACHMENT B SAMPLE PROFESSIONAL SERVICES CONTRACT

EXHIBIT B INSURANCE REQUIREMENTS

EXHIBIT C INDEPENDENT CONTRACTOR CERTIFICATION

Section 1.0 SOLICITATION INFORMATION AND REQUIREMENTS

1.1 SUMMARY OVERVIEW

Overview of Work:

Keep Oregon Green Wildfire Prevention Website for Youth: In consultation with the Keep Oregon Green Association (KOG) staff and board members and key stakeholders, the Contractor selected for this project will:

• Conduct an analysis of other interactive wildfire prevention websites for youth.

• Identify key components of a successful educational website for grades 3 and up.

• Prepare an implementation plan that provides clear recommendations, direction, and budget, and characterizes agreed-upon website features and a timeline for website concept development.

• Provide technical expertise to design and build a website that can also be displayed on most mobile devices and be accessible in other languages.

• Provide technical assistance, working with the Association and the web-hosting provider, to launch and troubleshoot the site.

• Provide training and assistance to the Association so that it can operate and maintain the website.

Keep Oregon Green’s current website http://kogranger.org/ for youth is outdated. The Association is seeking a website developer to provide specific recommendations for a more contemporary and engaging website. The Keep Oregon Green Association, in coordination with Dark Horse Comics, the Oregon Office of Emergency Management (OEM), Clackamas Community College and the Oregon Department of Forestry recently developed and printed an educational wildfire prevention comic book:

https://www.oregon.gov/oem/Documents/Without_Warning_Wildfire_EN.pdf

Keep Oregon Green would like to make the comic book characters and their journey come to life through an attractive, interactive, and educational website for youth grades 3 and up by animating existing comic book graphics and incorporating multi-media elements. The rights to this comic book rest with the State of Oregon via the Military Department Office of Emergency Management (OEM). Dark Horse Comics can provide the comic page files with OEM’s approval, but Dark Horse cannot do any further work on them (i.e. “cut out images,” etc.).

Dark Horse Comics created the comics at a special price; extra work is not in their budget. If this project needs to include the Dark Horse Comics logo, it must be approved in advance. The new website will be maintained by Keep Oregon Green staff.

The selected contractor is required to enter into a personal/professional services contract with the Keep Oregon Greeen Association. A sample Personal/Professional Services Contract is attached at the end of this RFP.

Project Estimate:

The budget for this project is $35,000-45,000.

Project Background The Keep Oregon Green Association is located in Salem, at the Oregon Department of Forestry Headquarters.

The Keep Oregon Green Association (KOG), an established and well-known 501(c)(3) non-profit corporation, conducts a broad public fire prevention program, designed to educate the public in the prevention of human-caused wildfires and protect Oregon’s communities and natural assets. Under contract with the Oregon Department of Forestry (ODF), KOG conducts its fire prevention activities through cooperative ventures and partnerships with the private sector and other public fire prevention agencies. KOG is governed by a board of 37 trustees, and its day-to-day operations are managed by a full-time president/CEO.

In 1941, KOG was charged to fight fires with publicity. The three words –Keep Oregon Green- are the registered trademark of the Association. Its two-pronged approach as a local partner and a statewide public relations/communications agent has given the Association high visibility within Oregon’s fire agencies and has http://kogranger.org/ https://www.oregon.gov/oem/Documents/Without_Warning_Wildfire_EN.pdf helped make Keep Oregon Green a household slogan with the media and citizenry. Second to Smokey Bear’s popular campaign that began in 1944, KOG boasts an even longer history of conducting a wildland fire prevention public service campaign. This program’s success and longevity is due, in part, to the consistent effort by the Board of Trustees of KOG to obtain the cooperation of the public and every organization in the state that has responsibility for forest protection.

Keep Oregon Green has extensive experience in media development and has a proven track record of developing high quality outreach and educational materials. Each year, Keep Oregon Green develops and markets wildfire awareness spring and summer/fall media campaigns which incorporate a mix of outreach tools and methods. KOG leverages the skills of professional companies to produce a variety of wildfire prevention media products.

1.2 QUESTIONS AND CLARIFICATIONS

1.2.1 PROPOSER QUESTIONS

All inquiries, whether relating to the RFP process, administration, deadline or award, or to the intent or technical aspects of the services must be submitted in writing to Keep Oregon Green for this RFP (mail or email are acceptable). All questions must be received no later than 7 calendar days prior to the Proposal submission deadline.

CONTACT INFORMATION:

Kristin Babbs P.O. Box 12365, Salem, OR 97309 E-mail: Kristin.A.Babbs@oregon.gov

1.2.2 ADDENDA

When appropriate as determined by this Association in its sole discretion, revisions, substitutions, or clarifications of the RFP or attached terms and conditions may be issued as official Addenda to this RFP.

Changes or modifications to this RFP shall be binding on the Association only if in the form of written Addenda issued by Keep Oregon Green.

Keep Oregon Green will advertise Addenda only on its website: www.keeporegongreen.org.

The existence of any Addenda can be found only by checking on the website, or with Keep Oregon Green staff.

Proposers are responsible for checking the website or with the Keep Oregon Green staff to determine whether an Addendum has been issued, and then must either download the Addendum or request a copy. The Association is not responsible for sending Addenda to any potential Proposers, whether requested or not. By submitting a Proposal, each Proposer WAIVES ANY CLAIM it may have that arises out of the Proposer’s failure to obtain any Addendum information.

1.2.3 QUESTIONS

The Association may require any clarification it needs to understand the Proposer’s Proposal. Any necessary clarifications or modifications which are in the best interest of the Association may be made before the Proposer is awarded a Contract, and some or all of the clarifications or modifications may become part of the final Contract.

1.3 PROPOSAL SUBMISSION REQUIREMENTS

Each Proposal must comply with the following Pass/Fail requirements. The Association will reject Proposals that do not meet ALL mandatory requirements of this Section 1.3.

1.3.1 COVER SHEET

http://www.keeporegongreen.org/

The Proposal must include a completed Cover Sheet in the form as set forth in Attachment A of this RFP, signed by a duly authorized representative empowered to bind the Proposer (at least one original signature). Proposers must provide three references on the Cover Sheet. Proposer’s Authorized Representative, by signing the Cover Sheet on behalf of Proposer, certifies that the content of the submitted Proposal is truthful and accurate, and that the terms and conditions of the proposed Contract are acceptable.

1.3.2 PROPOSAL SUBMISSION DEADLINE

This Association will not accept Proposals submitted by facsimile or electronic mail, nor will Association accept Proposals submitted after the Proposal submission deadline indicated in this RFP. Association is not responsible for and will not accept mis-delivered Proposals. Do not wait until the last minute for Proposal delivery.

Proposals must be complete. Incomplete proposals cannot be considered and cannot be supplemented by submissions delivered after the closing time and date of the RFP. The Association shall not be responsible for the readability or receipt of incomplete proposals.

Proposals must be received on or before March 7, 2022 by 3:00 PM, Pacific Time.

1.3.3 QUANTITY OF PROPOSALS

Proposer must submit three (3) copies of the Proposal to the Association at the address below.

At least one proposal submitted by proposer must bear an original signature. Failure to submit a proposal bearing an original signature will result in rejection of the proposal.

1.3.4 DELIVERY ADDRESS

ADDRESS LABEL SHOULD INCLUDE:

RFP Title: Request for Proposals: Development of Website for the

Submission Deadline: March 7, 2022 by 3:00 PM, PT

PROPOSALS WILL BE RECEIVED ONLY AT:

Keep Oregon Green Attn: Kristin Babbs, President and CEO P.O. Box 12365 Salem, OR 97309

1.3.5 TERMS AND CONDITIONS

Unless an official addendum has modified or reserved the right to negotiate any contract terms and conditions, this Association will not negotiate any term or condition after the solicitation protest deadline. By Proposal submission, the selected Proposer agrees to be bound by Keep Oregon Green’s Terms and Conditions as set out in Attachment B (sample contract), and as they may have been modified or reserved by the Association for negotiation. Any Proposal that is received conditioned on the Association’s acceptance of any other terms and conditions or rights to negotiate will be rejected.

1.3.6 PROPOSER MINIMUM QUALIFICATIONS

The proposal must contain sufficient information to verify that the Proposer meets the minimum qualifications listed below. Proposers that do not meet the minimum qualifications will be disqualified from further consideration.

1.3.6.1 Proposer’s Relevant Experience (including Previous Projects): Proposers must demonstrate experience designing quality websites of a scope, scale and quality similar to this Project. Proposers shall list only projects substantially completed within the five years immediately preceding the Proposal Submission Deadline stated in Section 1.3.2 of this RFP. Websites meeting the “quality” definition include, but are not limited to the following:

Work examples display Proposer’s understanding of website design and development, and demonstrated knowledge and experience with multi-media content, SEO, databases and optimization of website for mobile viewing; websites are designed, developed and working for a minimum 10-year serviceable life under heavy visitor use; they show previous experience within the last five (5) years in preparing a website for a state agency, large private company or not-for-profit corporations; they show an understanding of user experience and communication and requirements for website design;

Examples of plans for websites shall include work of similar nature to this Project.

1.3.6.2 Proposer’s Clients and Designated References. Proposers shall list current and previous clients for whom they have performed similar services on projects the Proposers substantially completed within the five years immediately preceding the Proposal Submission Deadline stated in Section 1.3.2 of this RFP. Proposers shall submit literature and photographs clearly demonstrating their previous relevant work and shall list a contact person and phone number for each client. Each Proposer must designate three (3) of the listed clients as references to be contacted by the Association.

1.3.6.3 Qualifications of Project Management Team: Provide biographical information on Proposer’s key team members, their roles on the team relative to this Project and cross reference their roles on the projects listed as required by Section 1.3.6.1 above.

1.3.6.4 Approach to the Management of the Project: The proposal shall describe the Proposer’s approach to completing the work, including a plan and timeline for conducting the work.

Provide a description of how the Proposer’s plan will manage the Project through all phases – Project set up, beginning of work, design and correction of deficiencies prior to final completion.

1.3.6.5 Ability to Complete the Project within Time Limits: Provide a statement that Proposer’s plan will perform the design for this Project within the Project timeframe.

See Critical Date Schedule in Exhibit A.

1.3.6.6 Project Budget: The proposal shall include an estimated number of hours and cost for each project phase; a total project cost; and an hourly rate for services provided for each phase.

1.3.7 SCORING CRITERIA

Information required for Scoring Criteria is listed in Section 2.2, including pricing.

Section 2.0 PROPOSAL EVALUATION & CONTRACTOR SELECTION

2.1 EVALUATION PROCESS

Proposals received on time will be reviewed against the pass/fail Proposal Submission Requirements identified in Section 1.3. Proposals meeting those criteria will be forwarded to an evaluation committee that will independently review, score and rank Proposals according to the Scoring Criteria set forth in Section 2.2.

The outcome of the Evaluation process may, at the Association’s sole discretion, result in:

(a) notice to Proposers of selection or rejection for tentative Contract negotiation and possible award;

(b) further steps to gather additional information for evaluation, (e.g. notice of placement on an interview list, requesting clarification); or

(c) cancellation of the RFP and either re-issuance of the RFP in the same or revised form or no further action by

Association with respect to the RFP.

The Association reserves the right to reject any or all Proposals and reserves the right to amend or cancel this RFP at any time if doing either would be in the public interest as determined by the Association.

The Association is not liable for any costs a Proposer incurs in preparing or presenting the Proposal or during further evaluation stages. All Proposals will become part of the public file without obligation to the Association.

INTERVIEWS

Interviews may be conducted and scored at the discretion of the Association. The Association reserves the right to award based solely on the results of the proposal evaluations. If interviews are conducted, the Association will assign scores based solely on the interview and award based on the highest score. Further details will be included with notification of time and date of interview.

REFERENCES

In addition to using the Proposers’ references as indicated in Section 1.3.6.2, the Association may use references and clients to obtain additional information, break tie scores, verify information, etc. Proposers must designate a minimum of three references as required in Section 1.3.6.2 and on the Proposal Cover Sheet (Attachment A).

2.2 SCORING CRITERIA

Scoring will be based on the categories described below. The Proposer must describe how the Proposer meets the requirements that are specified in this RFP as related to the subsections below. Be clear and concise.

The successful bidder will be selected based on the following criteria and scoring (80 points possible):

1. Experience of the Contractor designing quality websites of a scope, scale and quality similar to this

Project. 0-20 Points. Provide examples of past work that demonstrates the ability of your firm to analyze website performance, develop specific recommendations, outline and create a plan and timeline for website development, provide clear and specific recommendations, direction, and budget, and ultimately design a website with provided graphics and new graphics and content. The website must be mobile compatible (able to display on most popular mobile devices).

2. Management Capability. 0-20 Points. The proposal will be evaluated to assess the management capabilities of the firm. The Contractor must show that adequate managerial effort, supporting staff, equipment, resources, and space will be committed to the timely and successful completion of the project. The consultant must have a good past history of clear communication, meeting schedules/timelines, cooperating with the contracting agency, and performing high quality work.

3. Project and Technical Approach. 0-20 Points. The proposal will be evaluated to assess the contractor’s approach to accomplishing the items specified in the Scope of Work. This approach must outline the specific procedures to be used, activities to be performed, and sequence of events. The Consultant shall provide a work plan and timeline for completion of project.

4. Fee for project: 0-20 points. Provide a lump sum for completion of the final deliverable. 20 points are awarded for lowest fee. Higher fees will be assigned points based on the proportional relationship to the lowest fee. For example, if the low bid is $20,000 it gets 20 points. If the next higher bid is $30,000, that would be 33% higher, hence would be assigned a score of 14 points, etc.

Provide a list of hourly rates for key personnel for the purposes of Anticipated Amendments to the resulting contract.

3.1 CERTIFICATES OF INSURANCE

The Contractor will be required to provide Certificates of Insurance to Association for levels of Insurance coverage shown in Exhibit B of the Sample Contract (Attachment B) prior to Contract execution.

3.2 CONTRACTOR RESPONSIBILITIES

The Contractor is responsible for any and all contractual matters, including performance of Services and the required deliverables finalized in Exhibit A - Statement of Work - of the Sample Contract, whether the Contractor, a representative of Contractor, or subcontractor of Contractor produces them.

ATTACHMENT A PROPOSAL COVER SHEET

___ (Legal Name of Firm) _________________________________________

Corporation Professional Corporation Ltd. Liability Company Partnership Limited Partnership Ltd. Liability Partnership Sole Proprietorship Other __________

Firm’s Federal Tax ID Mailing Address

Type name of primary contact for this Proposal Email address Telephone Fax Type name of person(s) authorized to sign Contract

Provide three References (please verify contact information):

Name of Firm Reference Contact Person Telephone Fax email Project Title

Name of Firm Reference Contact Person Telephone Fax email Project Title

Name of Firm Reference Contact Person Telephone Fax email Project Title

By signature below, the undersigned Authorized Representative hereby certifies on behalf of Proposer that s/he has received copies of all addenda to this RFP, identified by number as follows: ___________; that all content of this Proposal Cover Sheet and the submitted Proposal are truthful and accurate; that Proposer has not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055; that Proposer accepts all the terms and conditions contained in the Request for Proposal, and the attached sample Contract.

Date

(Print Name and Title)

EXHIBIT A- STATEMENT OF WORK

GENERAL SCOPE OF SERVICES

I. Purpose of Project

The purpose of this project is to develop a new interactive and educational wildfire prevention website for youth.

The website will be linked to Keep Oregon Green’s main website via the Kid’s Corner page. With a new website, Keep Oregon Green wishes to:

• Attract new users to the site

• Encourage repeat visitation

• Lower the percentage of human-caused wildfires in the state of Oregon.

The website developer will:

- Provide technical expertise to design and build a website that can also be displayed on most mobile devices.

- Provide technical assistance, working with the Association and the web-hosting provider to launch and troubleshoot the site.

- Provide training and assistance to Association so that it can operate and maintain the website.

II. Scope of Work

A. Statement of Work:

The selected Contractor will conduct a process and provide a plan that addresses recommendations for development of Keep Oregon Green’s website. The following steps define the Basic Services in more detail:

1) Phase 1 – Scoping, Concept Development and Planning: The Contractor will conduct a process to analyze other wildfire prevention websites targeting youth. At a minimum, this will include facilitating meetings with staff and stakeholders to evaluate current web content, identifying KOG’s design concepts and educational goals and objectives, providing forums for gathering input from KOG staff, board members, and key stakeholders, and reviewing and synthesizing any feedback the Association has gathered from stakeholders. Key “internal” stakeholder and constituent groups include Board members and ODF staff.

Key “external” stakeholder and constituent groups include local political leaders, area educators, and wildfire prevention education partners.

Deliverable from this phase: Determine creative preferences; Identify website and phone app concept options, features and functionalities. Prepare options for the Association’s review and approval.

2) Phase 2 – Design Concepts and Structure: The Contractor will develop a series of presentations/work sessions for Association staff and stakeholders, that provides recommendations and direction in the following areas:

a) Summarize the workshops conducted, and the input gathered during the scoping phase (Phase 1) of the project;

b) Present strategies and options that describe purpose and need for the website;

c) Identify other ideas or elements that could enhance use of the website (must be mobile compatible)

d) Provide initial estimate of the costs for implementing the recommended options identified; and,

e) Provide project management and timeline recommendations for implementing the recommended changes/adjustments/modifications for a July 2022 deadline.

Deliverable from this phase: Seek feedback on design concepts; Identify design direction; Create an implementation plan that provides clear recommendations and direction characterizing agreed-upon website features and budget in a format suitable for sharing with key supporters; timeline for website concept development, including possible future phase additions.

3) Phase 3 – Preliminary design and presentation: Perform preliminary site and app design. Prepare draft electronic pages, functionalities, designs and text for review. KOG and stakeholders provide graphics, images, video and text as needed.

Deliverable from this phase: Final design concept approved; Site map details navigation, structure and content.

4) Phase 4- Build full website (mobile compatible).

5) Phase 5- Testing and quality assurance. Site goes live.

6) Phase 6-Training and assistance for Association.

Client-provided goods and services:

A Design Team, led by the Keep Oregon Green president, will work with the Contractor to provide oversight of the process, identify staff and stakeholders for input, and coordinate review of draft products.

The Association will provide access to the comic book graphics as well as its collection of contemporary and historic photos, background material, references and stories to facilitate development of the website project. ODF staff will also be actively involved in providing background historical/natural resource information as needed. The Contractor will provide content as necessary.

The Association will provide contractor with logos as needed for project documents.

CRITICAL DATE SCHEDULE: TBD (4-6 months; target completion in early June or July, 2022) Phase One: Scoping, concept development and planning Phase Two: Design concepts and structure Phase Three: Preliminary design Phase Four: Website development. Testing and quality assurance. Training for Association

Contract Amendments:

Keep Oregon Green (KOG) reserves the right to amend the resulting contract from this request for proposal.

Amendments could include but not be limited to, changes in the statement of work, extension of time and consideration changes for the Contractor. All amendments shall be in writing and signed by all approving parties before becoming effective. Only KOG has the final authority to execute changes, notices or amendments to Contract.

ATTACHMENT B- SAMPLE CONTRACT

PROFESSIONAL SERVICES CONTRACT

This Contract is between the Keep Oregon Green Association, hereafter called Association, and (insert contractor name here

(insert line 1 - contractor address here) (insert line 2 – contractor address here) (insert contractor phone number here)

(insert contractor fax number here) (insert contractor email address here)

(insert contractor home page URL here)

Hereafter called Contractor.

Association's Contract Administrator for this Contract is

Kristin A. Babbs Keep Oregon Green

PO Box 12365 Salem, Oregon, 97309

504-945-7499 Kristin.A.Babbs@oregon.gov www.keeporegongreen.org

1. Contract Period. This Contract shall become effective on the date this Contract has been fully executed by every party. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when Association accepts Contractor's completed performance or on ________________________, _______, whichever date occurs last. Contract termination shall not extinguish or prejudice Association’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Statement of Work. Contractor shall perform the work (the “Work”) as set forth in the Statement of Work, which includes the delivery schedule for such Work, and that is attached hereto as Exhibit A. Contractor shall perform the Work in accordance with the terms and conditions of this Contract.

3. Consideration

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $________________________. Association will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim payments to Contractor shall be made in accordance with the payment schedule and requirements in Exhibit A.

c. Association will pay only for completed Work that is accepted by Association.

d. Contractor shall submit monthly invoices to Association’s Contract Administrator for Work performed. The invoices shall describe all Work performed with particularity and by whom it was performed and shall itemize and explain all expenses that this Contract requires Association to pay and for which Contractor claims reimbursement. Each invoice also shall include the total amount invoiced to date by Contractor prior to the current invoice. Contractor will specifically note in the appropriate invoice when it has requested payment for one-third and two-thirds of the maximum, not-to-exceed compensation. Contractor shall send invoices to Association’s Contract Administrator.

4. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence: this Contract less all exhibits, attached Exhibit A (the Statement of Work), Exhibit B (Required Insurance), Exhibit C (Independent Contractor Certification Statement). Exhibits A-C are incorporated herein by this reference.

5. Independent Contractor; Responsibility for Taxes and Withholding

a. Contractor shall perform all Work as an independent contractor. The Association reserves the right (i) to determine and modify the delivery schedule for the Work and (ii) to evaluate the quality of the Work Product. However, the Association 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 Work.

b. Contractor understands and agrees that it is not an "officer", "employee", or "agent" of the Association.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, Association will not withhold from such compensation or payments any amount(s) 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.

6. Subcontracts, Successors, and Assignments

a. Contractor shall not enter into any subcontracts for any of the Work required by this Contract without Association's prior written consent. In addition to any other provisions Association may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Association will receive the benefit of subcontractor performance as if the subcontractor were the Contractor with respect to Sections 5, 6, 7, 9, 10, 11, 14, 15, 16, 18, and 23. Association’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

b. The provisions of this Contract shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns, if any.

c. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Association’s prior written consent.

7. No Third Party Beneficiaries. Association and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

8. Funds Available and Authorized; Payments. Association certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within the Association's current annual appropriation or limitation.

9. Representations and Warranties.

a. Contractor’s Representations and Warranties. Contractor represents and warrants to Association that (1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession, (4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work, (5) all computer hardware and software delivered under this Contract will, individually and in combination, correctly process, sequence, and calculate all date and date-related data for all dates prior to, through and after January 1, 2000, (6) any software products delivered under this Contract that process date or date-related data shall recognize, store and transmit date data in a format which explicitly and unambiguously specifies the correct century, and (7) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

10. Ownership of Work Product.

a. Definitions. As used in this Section 10, and elsewhere in this Contract, the following terms have the meanings set forth below:

(i) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

(ii) “Third Party Intellectual Property” means any intellectual property owned by parties other than Association or Contractor.

(iii) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to Association pursuant to the Work.

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a work made for hire or an employment to invent, shall be the exclusive property of Association.

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

In the event that Work Product created by Contractor under this Contract is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to Association 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 Work Product, and to authorize others to do the same on Association’s behalf.

In the event that Work Product created by Contractor under this Contract 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 Association’s behalf and in the name of the Association 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 Work Product, and to authorize others to do the same on Association’s behalf.

c. Contractor Intellectual Property. In the event that Work Product is Contractor Intellectual Property, Contractor hereby grants to Association an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on Association’s behalf.

d. Third Party Works. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the Association’s behalf and in the name of the Association, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on Association’s behalf.

11. Indemnity.

a. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE ASSOCIATION AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 11.a, CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD ASSOCIATION AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO ASSOCIATION BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR THE ASSOCIATION’S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY;

PROVIDED, THAT ASSOCIATION SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY

INFRINGEMENT CLAIM.

c. CONTROL OF DEFENSE AND SETTLEMENT. CONTRACTOR SHALL HAVE CONTROL OF THE DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO SECTIONS 11.a OR 11.b; HOWEVER, NEITHER CONTRACTOR NOR ANY ATTORNEY ENGAGED BY CONTRACTOR SHALL DEFEND THE CLAIM IN THE NAME OF THE ASSOCIATION, NOR PURPORT TO ACT AS LEGAL REPRESENTATIVE OF THE ASSOCIATION, ACT AS LEGAL COUNSEL FOR THE ASSOCIATION, NOR SHALL CONTRACTOR SETTLE ANY CLAIM ON BEHALF OF THE ASSOCIATION WITHOUT THE APPROVAL OF THE ASSOCIATION. THE ASSOCIATION MAY, AT ITS ELECTION AND EXPENSE, ASSUME ITS OWN DEFENSE AND SETTLEMENT IN THE EVENT THAT THE ASSOCIATION DETERMINES THAT CONTRACTOR IS PROHIBITED FROM DEFENDING THE ASSOCIATION, OR IS NOT ADEQUATELY DEFENDING THE ASSOCIATION’S INTERESTS, OR THAT AN IMPORTANT PRINCIPLE IS AT ISSUE AND THE ASSOCIATION DESIRES TO ASSUME ITS OWN DEFENSE.

12. Insurance. Contractor shall maintain insurance as set forth in Exhibit B, which is attached hereto.

13. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(i) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

(ii) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and

Contractor has not obtained such license or certificate within fourteen (14) calendar days after Association’s notice or such longer period as Association may specify in such notice; or

(iii) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within fourteen (14) calendar days after Association's notice, or such longer period as Association may specify in such notice.

b. Association’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 13.a, Association may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(i) termination of this Contract under Section 13.e(ii);

(ii) withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

(iii) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief;

(iv) exercise of its right of setoff.

These remedies are cumulative to the extent the remedies are not inconsistent, and Association may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Sections 13.a, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 13.e(i).

c. Default by Association. Association shall be in default under this Contract if:

(i) Association fails to pay Contractor any amount pursuant to the terms of this Contract, and Association fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

(ii) Association commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for Association’s Default. In the event Association terminates the Contract under Section 13.e(i), or in the event Association is in default under Section 13.c and whether or not Contractor elects to exercise its right to terminate the Contract under Section 13.e(iii), Contractor’s sole monetary remedy shall be (a) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (b) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by Association, less previous amounts paid and any claim(s) that Association has against Contractor. In no event shall Association be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 13.d, Contractor shall pay immediately any excess to Association upon written demand provided in accordance with Section 20.

e. Termination.

(i) Association’s Right to Terminate at its Discretion. At its sole discretion, Association may terminate this Contract:

(A) For its convenience upon thirty (30) days’ prior written notice by Association to Contractor;

(B) Immediately upon written notice if Association fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products; or

(C) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the Association’s purchase of the Work or Work Products under this Contract is prohibited or Association is prohibited from paying for such Work or Work Products from the planned funding source.

(ii) Association’s Right to Terminate for Cause. In addition to any other rights and remedies Association may have under this

Contract, Association may terminate this Contract immediately upon written notice by Association to Contractor, or at such later date as Association may establish in such notice, or upon expiration of the time period and with such notice as provided in Section 13.e(ii)(B) and 13.e(ii)(C) below, upon the occurrence of any of the following events:

(A) Contractor is in default under Section 13.a(i) because Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

(B) Contractor is in default under Section 13.a(ii) because Contractor no longer holds a license or certificate that is required for it to perform services under the Contract and Contractor has not obtained such license or certificate within fourteen (14) calendar days after Association’s notice or such longer period as Association may specify in such notice; or

(C) Contractor is in default under Section 13.a(iii) because Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within fourteen (14) calendar days after Association's notice, or such longer period as Association may specify in such notice.

(iii) Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract with such written notice to Association as provided in Sections 13.e(iii)(A) and 13.e(iii)(B) below, or at such later date as Contractor may establish in such notice, upon the occurrence of the following events:

(A) Association is in default under Section 13.c(i) because Association fails to pay Contractor any amount pursuant to the terms of this Contract, and Association fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

(B) Association is in default under Section 13.c(ii) because Association commits any material breach or default of any covenant, warranty, or obligation under this Contract, fails to perform its commitments hereunder within the time specified or any extension thereof, and Association fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

(iv) Return of Property. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to Association all of Association’s property (including without limitation any Work or Work Products for which Association has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Association property is expressed or embodied at that time. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless Association expressly directs otherwise in such notice of termination. Upon Association's request, Contractor shall surrender to anyone Association designates, all documents, research or objects or other tangible things needed to complete the Work and the Work Products.

f. Liquidated Damages for Late Delivery of Deliverable Items. In addition to the remedies provided to Association under the foregoing provisions of this Section 13, Contractor agrees to pay liquidated damages to Association, in the following amounts, for Contractor’s late delivery of the Deliverable items identified in Section A, of Exhibit A, STATEMENT OF WORK.

(i) The failure of Contractor to deliver the Deliverable items specified in accordance with the terms of this Contract will cause, due to of the urgent need that the Deliverable items be delivered on a timely basis (including the potential loss of funding for the Project), serious and substantial damage to Association. However, it will be difficult, if not impossible, to prove the amount of damages. Therefore, Contractor hereby agrees that for each and every calendar day or part thereof that delivery of a Deliverable item remains uncompleted after the specified delivery date (unless delivery has been mutually extended in writing and signed by both parties), Contractor will pay to Association the sum of $100 (One Hundred Dollars) per business day for each Deliverable item not delivered on or before the specified delivery date. Contractor agrees that the payment or Association’s withholding of these amounts constitutes a reasonable assessment of liquidated damages and not a penalty. The sum may be deducted, at the option of Association, from moneys due or to become due Contractor under this Contract. Any written consent by Association to any extension of the specified delivery date will constitute a waiver only for that particular extension and not a waiver of any other subsequent extension of the specified delivery date. No waiver will operate to bar or prevent enforcement and collection of liquidated damages for late delivery as provided herein except for the extension that is the subject of the particular waiver. If a delivery date is waived, such waiver will in no manner affect the other rights and obligations of the parties under this Contract.

(ii) For the Deliverable items identified in Exhibit A, STATEMENT OF WORK, of the Request for Proposals, Section A (Phases 1-6), the specified delivery date is Month, Day, 2016 [ insert delivery date negotiated with the successful Proposer].

14. Records Maintenance; Access. Contractor shall maintain all financial records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that Association shall have access to such financial records and other books, documents, papers, plans, records of shipments and payments and writings of Contractor that are pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts.