2023200015_A1_RFQu Veterinary Medical Services.pdf

Rev 052019

Request for Qualifications

VETERINARY MEDICAL SERVICES QUALIFIED POOL

Solicitation No. 2023200015

Last Day to Submit Qualifications

November 1, 2025

CITY OF EUGENE

Central Services

Finance Division/Purchasing 100 West 10th Avenue, Suite 400

Eugene, Oregon 97401 Telephone: (541) 682-5055

Fax: (541) 682-6233

RFQu 2023200015 Veterinary Medical Services pg. 2

I. INVITATION TO SUBMIT STATEMENTS OF QUALIFICATIONS

CITY OF EUGENE INVITATION TO SUBMIT QUALIFICATIONS

Solicitation Number 2023200015

Notice to Offerors

Statements of Qualifications for Veterinary Medical Services for the City of Eugene will be accepted by the Purchasing Office at any time from the date of issue through the submittal close date: November 1, 2025. The City intends to establish a pool of qualified veterinary medical service providers. Statements of qualifications need only be submitted once. If found qualified, the consultants will remain on the Qualified Pool list. Periodic requests for an updated Statement of Qualifications may be required by the City.

Inclusion in the pool does not guarantee that a Contract for Services will be offered to the Offeror.

Qualifications will be reviewed as they are submitted. All Offerors will be notified of acceptance or rejection of their Statements of Qualifications. The City may reject any Statement of Qualifications not in compliance with all prescribed public bidding procedures and requirements herein, may reject for good cause any or all submitted Statements of Qualifications, or may waive any specification or requirement upon a finding of the City if it is in the public interest to do so. Contracts may be issued to pool participants at any time.

Project Description

In general, services include providing spay/neuter surgery and well-pet care for pets owned by the general public on a contractual and/or as-needed basis. When a need arises, the City may review the qualifications of the providers within the pool. If an appropriate provider is available, the City may enter into a Contract with that provider.

Solicitation Documents

Solicitation documents may be examined electronically by logging in to OregonBuys. To view City of Eugene solicitations:

• Scroll to Supplier Activities

• Click the Open Bids icon

• Click the Advanced Search button

• Click Select Organization

• Select City of Eugene

• Click Search

• Click the Bid Solicitation # to view solicitation details and documents

A copy of the Solicitation may be also be obtained by emailing the Purchasing Analyst shown below.

Proposers must submit their proposals through OregonBuys before the due date and time specified.

Proposers who need assistance with OregonBuys can contact the Supplier Help Desk at support.oregonbuys@oregon.gov or 1-855-800-5046.

https://oregonbuys.gov/bso/ https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf mailto:support.oregonbuys@oregon.gov

RFQu 2023200015 Veterinary Medical Services pg. 3

Dated: October 26, 2022

Michelle Hahn, OPBC AIC Purchasing Analyst City of Eugene MHahn@eugene-or.gov

RFQu 2023200015 Veterinary Medical Services pg. 4

II. INSTRUCTIONS TO OFFERORS

1. STATEMENT OF QUALIFICATION FORM

1.1. Statements of Qualifications shall be submitted on forms identical to the form provided by the

City. Statements of Qualifications shall be submitted to the Purchasing Office as specified in these instructions.

1.2. All blanks on the Standard Qualification Form should be filled in electronically, by typewriter or manually, in ink, mistakes should be crossed out and corrections typed or written in ink and initialed by the party signing the statement of qualification. No erasures are permitted. The omission of any required information or forms may invalidate an Offeror’s Statement of Qualification and cause it to be considered non-responsive.

1.3. The Offeror shall make no alterations, additional stipulations, or qualify their Statement of Qualification in any other manner on the Standard Qualification Form. Alteration of any part of the Standard Qualification Form content will cause the Offeror’s Statement of Qualification to be considered non-responsive.

1.4. Complete sets of the request for qualifications documents shall be used in preparing Statements.

The City does not assume responsibility for errors or misinterpretations resulting from the use of incomplete sets of the request for Statement of Qualifications documents.

2. SUBMISSION

2.1. Offerors must submit their Statements of Qualifications through OregonBuys, or directly to the

Purchasing Analyst, before the due date and time specified. Offerors who need assistance with OregonBuys can contact the Supplier Help Desk at support.oregonbuys@oregon.gov or 1-855- 800-5046.

2.2. Offeror is responsible for submitting their Statement of Qualifications prior to the closing time and date. Late proposals will not be accepted. The City is not responsible for any delays caused by computer/software issue

2.3. Oral, telephonic, telegraphic, faxed, or emailed proposals are invalid and will not be considered.

3. CONSIDERATION OF STATEMENTS OF QUALIFICATIONS

3.1. The City may, in its discretion, reject any or all Statements of Qualification and/or cancel or delay or suspend the Request for Qualifications or award at any time prior to execution of the Contract upon the City’s determination that it is in the public interest to do so.

3.2. Each Offeror will be notified of acceptance or rejection of their Statement of Qualifications.

3.3. Acceptance into the pool of qualified providers does not guarantee a Contract for work with the City. If the City has a need for a provider as described in the request for qualifications the list of qualified Contractors may be reviewed, and the City may contact appropriate providers to discuss a project. The selection process may include an oral interview or examination. The City may request that the Offeror submit additional written information at that time on how the Offeror would manage the project and/or regarding pricing information.

mailto:support.oregonbuys@oregon.gov

RFQu 2023200015 Veterinary Medical Services pg. 5

4. PUBLIC RECORDS

4.1. This request for Statements of Qualifications and one copy of each original Statement of

Qualifications received in response to it, together with copies of all documents pertaining to the award of a Contract, shall be kept by the City of Eugene Purchasing Office and made a part of a file or record which shall be open to public inspection. If a Statement of Qualifications contains any information that is considered trade secret under ORS 192.345(2), each sheet of such information must be marked with the following;

"This data constitutes a trade secret under ORS 192.345(2), and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS 192."

4.2. The Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only "unless the public interest requires disclosure in the particular instance." ORS 192.345(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a statement of qualification may depend upon official or judicial determinations made pursuant to the Public Records Law.

4.3. The above restrictions may not include cost or price information which must be open to public inspection.

5. QUESTIONS

Questions regarding this Request for Qualifications may be addressed to Michelle Hahn, via email to MHahn@eugene-or.gov or to Eugene.Purchasing@ci.eugene.or.us mailto:MHahn@eugene-or.gov mailto:Eugene.Purchasing@ci.eugene.or.us

RFQu # 2023200015 Veterinary Medical Services pg. 6

IV. SCOPE OF WORK

1. INTRODUCTION

Currently the City of Eugene Spay & Neuter clinic performs spay and neuter surgeries 4 days per week and operates a wellness clinic (vaccinations, parasite control, in-house rapid blood tests, etc., 5 days per week for the general public. On an average day, our veterinarian completes 2 canine ovariohysterectomies, 2 canine orchidectomies (up to 2 of these dogs will be large), 5 feline ovariohysterectomies and 4 feline orchidectomies during a 3 to 4 hour window. During our afternoon wellness clinic, the veterinarian on staff examines 25-30 patients and the staff will serve an additional 20-25 in-person clients for counter services (no vet visit needed). In addition to in-person clients and patients, the staff tends to an additional 75-100 calls daily.

2. SCOPE OF WORK

The City of Eugene is requesting statements of qualifications from Veterinary Medical Service Professionals in an effort to create a qualified pool of providers. As needs are identified or additional expertise or capacity is needed the City may contract pool participants. Resulting contracts may vary in size with a not-to-exceed limit of $100,000 per fiscal year.

3. MINIMUM REQUIREMENTS

a) Must be a licensed Veterinarian in the State of Oregon

b) Must maintain all current and correct licensure

c) Ability to perform the following duties:

i) Perform surgical sterilizations

ii) Administer and monitor anesthetics

iii) Examine animals pre-operatively to determine their ability to withstand surgery

iv) Examine animals post-operatively to ensure appropriate healing

v) Inoculate animals and provide recommendations for follow up care

vi) Supervise post-operative rechecks and order of medical treatments as necessary to ensure complete surgical recovery

vii) Implant microchips for identification

viii) Record and log controlled substances

ix) Follow and support all organizational and medical protocols

x) Communicate effectively with Clinic Supervisor, CVT and Senior Admin Staff to keep management apprised of all out of the ordinary situations

xi) Provide input and communicate any issues regarding the clinic’s disease control protocols, surgical protocols, or other medical issues at regular Veterinarian meetings or with the Clinic Supervisor as appropriate

4. QUALIFICATION AND SELECTION PROCESS

Inclusion in the pool does not guarantee that a Contract for services will be offered to the provider. Each Offeror who responds to this RFQu will be notified of acceptance or rejection of their Statement of Qualifications.

Qualifications will be reviewed by appropriate City Staff for compliance with all requirements of this Request for Qualifications (RFQu). The City may request additional information or documentation prior to making a decision for admittance to the pool and/or prior to issuing a Contract. Sample work, reference checks, and/or oral presentation may be required of the Contractors to demonstrate their skills and knowledge.

RFQu # 2023200015 Veterinary Medical Services pg. 7

The provisions contained in Section V, Requirements, below constitute the minimum requirements for acceptance into the Qualified Pool.

a. Section VI is the Questionnaire for potential offerors. The questionnaire will be used to assist in awarding Contracts based upon expertise required for specific services.

b. Section VII is the Professional References form. References listed may be contacted prior to Contract award.

c. Section VIII is the Independent Contractor Certification Statement. Any work performed under a Contract with the City of Eugene will be provided by an independent Contractor responsible for their own State and Federal taxes and who will not be considered a City of Eugene employee.

d. Section IX is the Standard Qualification Form. This must be filled out in its entirety and submitted with all Statements of Qualifications.

e. Section X, the “Sample Personal Services Contract,” is the City’s proposed Contract.

Exceptions to Contract terms and conditions will be reviewed on a case by case basis at the time of Contracting.

5. PREVIOUSLY ACCEPTED OFFERORS

Offerors who have previously been accepted into the City of Eugene Qualifications Pool for Veterinary Medical Services need not re-apply. Those offerors will be automatically accepted into the new pool and are still eligible for Contracts with the City of Eugene per Administrative Order 44-14-08F, Public Contracting Rule 2014, Exemption E-19 (13) Qualified Pools.

However, if an offeror’s Statement of Qualifications is over three (3) years old, the City may ask the offeror to resubmit their SOQs to this updated Request for Qualifications to ensure that City staff have access to recent and relevant experience when selecting from the pool.

RFQu # 2023200015 Veterinary Medical Services pg. 8

V. RFQu SUBMITTAL REQUIREMENTS

1. CONTENT OF QUALIFICATION STATEMENTS

Statements of Qualifications must contain all information and documentation listed below.

Offeror may include any other information they feel is relevant about their qualifications and experience. All information submitted will be used to help determine expertise and suitability for work as specified in this RFQu. A panel will review the Statement of Qualifications as submitted in the RFQu process to determine if the qualifications meet the pool’s minimums.

2. REQUIRED SUBMITTALS

a) Statement of Qualifications

b) Completed Questionnaire

c) Resume of Offeror and any other staff member who would work in Veterinary Medical

Services positions if Offeror’s firm was accepted

d) Professional References form

e) Completed Independent Contractor Certification Statement

f) Completed Standard Qualification Form

RFQu # 2023200015 Veterinary Medical Services pg. 9

VI. QUESTIONNAIRE

RFQu #2023200015 Veterinary Medical Services

A full and detailed response is required to each of the following questions in order for the Statement of Qualifications to be considered complete.

1. Please describe your experience working in a high-volume surgical clinic.

2. Please describe your experience working in a high-volume wellness clinic (vaccinations, parasite control, in-house rapid blood tests, etc.).

3. What is your preferred hourly rate for this position?

4. Please describe your preferred communication style while in a clinic setting.

5. Please describe your strategy (include specific tactics and soft skills) for dealing with an upset and volatile client who has already spoken with the office staff and has requested to speak with you.

RFQu # 2023200015 Veterinary Medical Services pg. 10

VII. PROFESSIONAL REFERENCES

PROPOSER’S NAME: ___________________________________________

Provide additional pages as necessary.

REFERENCE 1

COMPANY: CONTACT NAME:

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

WEBSITE: EMAIL:

DESCRIPTION OF SERVICES OR PROJECT

REFERENCE 2

COMPANY: CONTACT NAME:

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

DESCRIPTION OF SERVICE OR PROJECT

REFERENCE 3

COMPANY: CONTACT NAME:

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

DESCRIPTION OF SERVICE OR PROJECT

RFQu # 2023200015 Veterinary Medical Services pg. 11

VIII. INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

To qualify as an independent Contractor, you must certify that you meet the following standards as required by Oregon Revised Statutes (ORS) chapters 316, 656, 657, and 701:

(1) You provide labor and services free from direction and control, subject only to the accomplishment of specified results. __________yes ____________no

(2) You are responsible for obtaining all assumed business registrations or professional occupation licenses required by state or local law. __________yes ____________no

(3) You furnish the tools or equipment necessary to do the work. _______yes ______no

(4) You have the authority to hire and fire employees. __________yes ____________no

(5) You are paid on completion of specific portions of the project or on the basis of a periodic retainer (payment by the hour also qualifies). __________yes ____________no

(6) You filed federal and state income tax returns for the business for the previous year if you performed labor or services as an independent Contractor in the previous years.

__________yes ____________no

(7) You represent to the public that you are an independent business, as follows (YOU MUST

INDICATE THAT YOU MEET FOUR (4) OR MORE OF THE FOLLOWING):

A) You work primarily at a location separate from your residence. _____

B) You have purchased commercial advertising, business cards, or have a professional / trade association membership. _____

C) You use a telephone listing and service separate from your personal residence listing and service. _____

D) You perform labor or services only pursuant to written Contracts. _____

E) You perform labor or services for two or more different persons within a period of one year. _____

F) You assume financial responsibility for defective workmanship and breach of Contract, as evidenced by performance bonds or liability insurance coverage. _____

SIGNATURE:

I hereby certify that to the best of my knowledge the information provided is complete and correct. I hereby certify that the business will operate as an independent Contractor as stated above.

Signature Company Name Date

RFQu # 2023200015 Veterinary Medical Services pg. 12

IX. STANDARD QUALIFICATION FORM

I, the undersigned, and authorized representative of __________________________________ (Firm Name) which is a sole proprietor __________, partnership __________, or corporation _____________ whose address is: ____________________________, _____________________ , ________ (Number and Street) (City and State) (Zip) have read and thoroughly understand the specifications, the special provisions, the RFQu Instructions, any Contract provisions and all other conditions of the Request for Qualifications issued by the City of Eugene.

Acting on behalf of my firm, which is listed above, I do attest that the services offered by us meet the City’s specifications in every respect.

Offeror is _____ is not _____ a resident Oregon Bidder, as defined by ORS 279A.120.

"Resident Bidder" means an Offeror that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the statement of qualification, has a business address in this state, and has stated in the statement of qualification whether the Offeror is a "Resident Bidder".

I have fully informed myself regarding the accuracy of the foregoing statements, and the same are made by me based on my personal information.

The undersigned agrees to be bound by all addenda issued for this solicitation.

The Offeror certifies that the offer has been arrived at by the Offeror, independently, and has been submitted without collusion with, and without any agreement, understanding, or planned course of action with, any other Contractor, offeror, or vendor, in regard to limit independent offers or competition.

Offeror agrees that the City may enter the Contractor’s or subcontractor's plant or place of business during normal business hours for the following purposes: inspect and/or test supplies or services for acceptance by the City pursuant to the terms of the Contract; and investigate the Offeror's minority business certification or other Offeror qualifications.

Offeror certifies that they have read and understand the terms and conditions included in the solicitation documents, addenda, and Contract provisions, and agree to abide by and fulfill the requirement thereof if awarded a Contract as a result of this solicitation.

Offeror in carrying out the Contract will comply with all applicable laws. Offeror certifies, under penalty of perjury, that the Offeror is, to the best of the Offeror's knowledge, not in violation of any tax law described in ORS 305.380(4).

I have read and understood the attached provisions and agree to abide by and fulfill the requirements thereof if awarded a Contract as a result of this submittal.

RFQu # 2023200015 Veterinary Medical Services pg. 13

Printed Name and Title: ________________________________________________________

Firm Name: ___________________________ Signature_______________________________

Date: ________________________________ Title: __________________________________

Federal Tax ID No.: _____________________ State of Incorporation: ____________________

Phone: _______________________________ Fax: __________________________________

Email: _______________________________________________________________________

Required submittals: Initial

Statement of Qualifications

Resume of Offeror and Staff Members

Completed Questionnaire

Professional References Form

Independent Contractor Certification Statement

Signed Standard Qualification Form

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X. SAMPLE PERSONAL SERVICE CONTRACT

CITY OF EUGENE

PERSONAL SERVICES CONTRACT

Veterinary Medical Services

BETWEEN: The City of Eugene, (City) an Oregon Municipal Corporation

AND: _________, (Contractor) an __________ organized and existing under the laws of the State of __________

CONTRACT NO.: _________ - _________

EXPIRATION DATE: __________

RECITALS

A. Contractor is engaged in the business of providing skilled Veterinary Medical Services.

B. City desires to engage Contractor to provide the Services described in this Agreement and Contractor is willing to provide such Services on the terms and conditions set forth herein.

C. The Contract described herein was awarded under the exemption or procedure authorized by City of Eugene Administrative Order 44-14-08F, Public Contracting Rules 2014, Class Exemption E-19 (13) Veterinarian Qualified Pool.

AGREEMENT

1. Incorporation of Exhibits; Definitions; Contractor’s Representations and Warranties.

1.1 Exhibits. The Contract between the parties (the “Contract”) includes and incorporates into this document (this “Agreement”) all of the following, which are listed in order of precedence:

1.1.1 Exhibit A summarizes certain federal, state and municipal laws that apply to government contracts. The provisions of Exhibit A are statements of law and may not be modified.

1.1.2 Other Exhibits. The Contract also includes and incorporates the following exhibits. The provisions of this Agreement will have priority over all conflicting provisions of the following exhibits:

Exhibit B: Statement of Work / Service Deliverables Exhibit C: Compensation

1.2 Definitions. With the exception of proper nouns, capitalized terms not otherwise defined herein shall have the following meanings.

1.2.1 “Agreement” means this document, entitled Personal Services Contract and ending with the signatures of all parties.

1.2.2 “Contract” means the written statement of the parties’ mutual and respective agreements, promises, undertakings and rights as set forth in this Agreement and all incorporated exhibits.

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1.2.3 “Services” means all of the products, properties, and Services to be provided by Contractor under this Contract, as described in Exhibit B.

1.3 Contractor’s Representations and Warranties. Contractor makes the following representations and warranties to City:

1.3.1 Contractor and Contractor’s personnel are, and will at all times hereunder be, fully qualified by all necessary education, training, experience, licensure and certification to perform the Services.

1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, or threats thereof, seeking to enjoin the execution of the Contract by Contractor or the effect of which could prevent Contractor from performing or having the authority to perform the Services.

1.3.3 Neither the execution of the Contract nor the performance of the Services will constitute a breach or violation of any other contract, agreement, or law by which Contractor is bound or to which Contractor or any of its personnel who will perform the Services are subject.

2. Services.

2.1 Commencement. Contractor shall begin to provide the Services on __________, or, if later, as soon as this Contract has been executed by all parties.

2.2 Key Personnel. Contractor has agreed that certain key personnel shall be assigned to perform certain parts of the Services, as described below. Removal of these key personnel from the specified tasks without the prior approval of City will be a material breach of the Contract.:________.

2.3 Security. If the Services will be performed on City property, Contractor will comply with all of City’s security policies and procedures.

3. Term.

3.1 Initial Term. The initial term of the Contract shall expire, unless terminated or renewed, on the expiration date shown in the caption of this Agreement.

3.2 Renewal. Upon completion of the initial term, the City may elect to extend the Contract for up to three (3) additional one-year terms by mutual agreement of the parties.

4. Compensation. Subject to City’s right of offset for breach, Contractor will bill City for the Services by submitting periodic invoices that conform to the requirements of Exhibit C. City will make payments net 30 days of receipt of a properly submitted invoice. Notwithstanding the foregoing, City will have the right to withhold payment for any item which City disputes in good faith, provided that City pays for all non-disputed items and takes commercially reasonable action to resolve the dispute.

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5. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may be terminated as follows:

5.1 The parties, by mutual written agreement, may terminate the Contract at any time.

5.2 Either party may terminate the Contract if the other party is in breach of any provision hereof which breach continues for more than 30 days after a notice describing the breach has been given unless, in the case of a breach which cannot be cured within such 30-day period, the breaching party immediately initiates and diligently prosecutes a plan of curative action that is acceptable to the non-breaching party. Notwithstanding the foregoing, termination for a recurring breach may be made if the breach is uncured within seven days after the second notice in any twelve-month period and immediately, without opportunity for cure, in the third or any subsequent notice of breach in any twelve-month period.

5.3 The City may terminate the Contract on any date specified in a notice if funding for the Services becomes unavailable or if the City determines that termination of the Contract is required by the public interest.

5.4 City may terminate the Contract immediately and without prior notice upon Contractor's failure to have in force any insurance required by the Contract, if Contractor breaches the City's security requirements, if Contractor fails to maintain any certificate or license required for performance of the Services, or as provided in Exhibit A.

6. Force Majeure. Neither City nor Contractor are responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by public health emergency, fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this contract. City may terminate this Contract upon written notice to Contractor after City reasonably determines that the delay or breach will likely prevent successful performance of the Contract.

7. Remedies.

7.1 In the event of a termination of the Contract by City because of a breach by Contractor, City may complete the Services either by itself or by contract with other persons, or any combination thereof. Contractor shall be liable to City for any costs or losses incurred by City arising out of or related to the breach, including costs incurred in selecting other contractors, time-delay losses, attorney fees, and the like, less the remaining unpaid balance of the consideration provided in the Contract. City may withhold payment of sums due Contractor for Services performed to the date of termination until City’s costs and losses have been determined, at which time City may offset any such amount due Contractor against the costs and losses incurred by City.

7.2 The foregoing remedies provided to City for breach of the Contract by Contractor shall not be exclusive. City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach with or without termination.

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7.3 In the event of breach of the Contract by City, Contractor’s remedy shall be limited to termination of the Contract and payment for Services performed to the date of termination less any offset to which City is entitled.

8. Records/Inspection. Contractor shall maintain records of its charges to City under the Contract for a period of not less than three years following Contractor’s completion of the Contract. Upon reasonable advance notice, City or its authorized representatives may from time to time inspect, audit and make copies of any Contractor’s records that relate to the Contract. If any audit by City discloses that payments to the Contractor were in excess of the amount to which Contractor was entitled under the Contract, Contractor shall promptly pay to City the amount of such excess. If the excess charged by Contractor for any audited period is greater than two percent of the amount that should have been charged for that period, Contractor shall also reimburse City its reasonable costs incurred in performing the audit.

9. Indemnification. Contractor shall indemnify and hold City, and its officers, agents and employees, harmless from and against all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of the acts, errors, or omissions, whether alleged or actual, of Contractor, its subcontractors, agents, and employees in performing or failing to perform the Services, failing to strictly comply with any provision of the Contract or any other actions or failures to act by Contractor and Contractor’s employees, agents, and subcontractors. In the event any such action or claim is brought against City, Contractor shall, if City so elects and upon tender by City, defend the same at Contractor’s sole cost and expense, promptly satisfy any judgment adverse to City or to City and Contractor, jointly, and reimburse City for any loss, cost, damage, or expense, including attorney fees, suffered or incurred by City. City shall notify Contractor, within a reasonable time, of any claim, threat of claim, or legal action.

10. Insurance. Contractor shall have and maintain the insurance policies specified below. Each policy of insurance shall be written as a primary policy, not contributing with or in excess of any coverage which City may carry. A copy of each policy or a certificate satisfactory to City shall be delivered to City prior to commencement of the Services. The adequacy of all insurance policies for compliance with this Section shall be subject to approval by City’s Risk Manager. Failure to maintain any insurance coverage required by the Contract shall be cause for immediate termination of the Contract by City.

10.1 Unless otherwise specified, each policy shall be written on an “occurrence” form with an admitted insurance carrier licensed to do business in the state of Oregon; and shall contain an endorsement entitling City to not less than 30 days prior written notice of cancellation. In the event the statutory limit of liability of a public body for claims arising out of a single accident or occurrence is increased above the combined single limit coverage requirements specified below, City shall have the right to require that Contractor increase the coverage limits of all liability policies by the amount of the increase in the statutory limit.

10.2 Professional Liability. Contractor shall maintain a professional liability insurance policy reflecting limits of not less than $1,000,000 for claims for professional acts, errors or omissions arising from the Work. The policy may be written on a “claims made” form. Contractor shall maintain the professional liability insurance coverage for at least one year after the completion of the work. The policy shall contain an endorsement entitling the City not less than 60 days prior written notice of cancellation of such policy.

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11. Subcontracting. Contractor was selected for its special knowledge, skills, and expertise, and shall not subcontract the Services, in whole or in part, without City’s prior written approval, which may be withheld for any reason. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in the Contract.

Notwithstanding City’s approval of a subcontractor, Contractor shall remain obligated for full performance of the Contract and City shall incur no obligation to any subcontractor. Contractor shall indemnify, defend, and hold City harmless from all claims of subcontractors.

12. Assignment. Contractor shall not assign the Contract, in whole or in part, or any right or obligation hereunder, without City’s prior written approval, which approval shall not be subject to a reasonableness standard. If Contractor is a corporation or partnership, a change in ownership of Contractor resulting from a voluntary transfer of stock or partnership interests, or a transfer upon death or disability of any owner, shall not constitute an assignment unless the transferor is one of the key personnel specified in Section 2.2 of this Agreement.

13. Independent Contractor. Whether Contractor is a corporation, partnership, other legal entity or an individual, Contractor is an independent Contractor. If Contractor is an individual, Contractor’s duties will be performed with the understanding that Contractor is a self-employed person, has special expertise as to the Services which Contractor is to perform and is customarily engaged in the independent performance of the same or similar Services for others. The manner in which the Services are performed shall be controlled by Contractor; however, the nature of the Services and the results to be achieved shall be specified by City. Contractor is not to be deemed an employee or agent of City and has no authority to make any binding commitments or obligations on behalf of City except to the extent expressly provided herein.

14. Confidential Information. To be considered “Confidential Information” under the Contract, information must be clearly marked as “confidential information,” in a manner that will be obvious immediately upon access. Each party will limit its use of Confidential Information to the purpose for which it was disclosed by the other party and will use a reasonable level of care to prevent the intentional or inadvertent misuse, theft, or inappropriate disclosure of such information. Contractor understands that all records held by the City are public records and subject to public disclosure under public records law, and Contractor agrees that City shall have no liability for the disclosure of any Confidential Information properly disclosed under the law or under a court order in response to a public records request. Contractor also understands and agrees that the Contract documents and all records of Contractor’s fees and charges may not be considered Confidential Information, and are public records for which no exemption to public disclosure applies.

15. Compliance with Laws. Contractor shall comply with all applicable Federal, State and local laws, rules, ordinances and regulations at all times and in the performance of the Services, including all applicable provisions of Exhibit A.

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16. Ownership of Work Product.

16.1 All tangible or electronic copies of compilations, reports, plans, drawings, techniques, formulas, works of art, literature, music, or other personal property produced or created specifically for City under the Contract (“Work Products”) shall be delivered to the City prior to the completion or termination of the Services and shall be the sole and exclusive property of the City.

16.2 In addition to ownership of the Work Products, City shall also be the owner of all copyrights, if any, existing in any Work Product under the federal copyright act except for those rights of attribution and integrity described in 17 USC 106A.

16.3 Unless expressly provided to the contrary herein, Contractor waives all rights of attribution and integrity with respect to any work of visual art except the right to prevent the use of his or her name as the author of the work of visual art in the event of a distortion, mutilation, or other modification of the work which would be prejudicial to his or her honor or reputation.

16.4 With the exception of Work Products that incorporate City’s databases or City’s Confidential Information, Contractor may retain and display copies of any Work Product for marketing or demonstration purposes, and Contractor shall have the right to make derivative products based on a Work Product, but Contractor may not sell or commercially exploit any Work Product or reproduction of a Work Product.

16.5 Nothing in this Section 16 is intended to appropriate to City any personal property not created for City under the Contract or any property used or incorporated into a Work Product that was owned by Contractor or a third party prior to its use for the Services, or that is merely a minor development or enhancement of Contractor’s pre-existing proprietary process, formula, or technology.

16.6 City shall remove Contractor’s name and trademarks, if any, from any copy of a Work Product that is modified except when modified by Contractor, and Contractor shall have no responsibility for any modification of a Work Product that is not made under Contractor’s supervision.

17. Notices. Any notice permitted or required by the Contract shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, and with return receipt requested, to the persons and addresses shown below. In addition, if directions for telephonic or electronic transmission (fax or email) are set forth below, notices may be delivered by fax or email.

Notices sent by certified mail will be deemed delivered three business days after placement in the mail and notices sent by fax or email will be deemed delivered when successful transmission is electronically confirmed. Except as expressly provided in the Contract, required notices must be signed by the person designated to receive notices, or that person’s designee or attorney.

Contractor: _________ Email / phone

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City: ________ Department/Division Eugene, Oregon 9740________ Email / phone

Each party shall notify the other of any change in the name, address, phone, or email instructions to be used for delivery of notices.

18. Dispute Resolution.

18.1 Continued Performance. Unless the Contract is terminated, neither party shall suspend performance of its obligations hereunder pending the resolution of a dispute.

18.2 Negotiation/Mediation. The parties shall use all reasonable attempts to resolve disputes informally through conferral and negotiation. In the event such efforts are unsuccessful, the parties may mutually agree to voluntary mediation. The parties shall share equally in all common costs of mediation.

18.3 Forum. Any litigation between the City and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Lane County Circuit Court; provided, however, if a dispute must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon, Eugene Division. In no event shall this Subsection be construed as a waiver by the City of Eugene of any form of defense or immunity, whether sovereign immunity, governmental immunity or otherwise, from any claim or from the jurisdiction of any court.

CONTRACTOR, BY EXECUTION OF THE CONTRACT HEREBY CONSENTS TO THE IN

PERSONAM JURISDICTION OF THE COURTS REFERENCED IN THIS SECTION.

19. Waiver. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of this Contract. The failure of either party to insist upon any of its rights shall not be deemed a waiver of such rights on any subsequent occasions.

20. Interpretation. This Contract shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to principles of conflict of laws.

21. Severability. If any portion of this Contract is held or declared by a court of competent jurisdiction to be void, invalid, illegal, or otherwise not fully enforceable, it shall not affect any other section of this Contract and the remainder of the Contract shall continue to be binding and of full force and effect.

22. Survival. Any duty, liability or obligation of a party which arises under this Contract, including without limitation, obligations with respect to indemnification, shall survive the termination or expiration of this Contract and shall be legally enforceable until satisfied by performance or payment, or until enforcement is legally precluded by lapse of time.

23. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Contract. The parties agree and intend that this Contract shall be enforceable only by the parties and their duly authorized representatives.

24. Integration. The Contract embodies the entire agreement of the parties concerning the Services.

There are no promises, terms, conditions or obligations other than those contained herein. The

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Contract shall supersede all prior communications, representations, or agreements--either oral or written--between the parties. The Contract shall not be amended except in writing, signed by both parties.

25. Effective Date. The effective date of this Contract shall be the latest date of signature by the parties.

City of Eugene

Signature: Date:

Print Name:

Title:

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Certifications of Contractor: Pursuant to ORS 305.385, Contractor hereby certifies that it is not in violation of any tax laws as defined in ORS 305.380. If Contractor is other than one or more individuals who have signed below, the individual(s) signing on behalf of Contractor hereby further certifies and swears under penalty of perjury and warrants to City that: (a) the full legal name and status of Contractor are as set forth in the caption to this Agreement, and (b) s/he is authorized to execute and deliver this Agreement and the Contract to City of behalf of, and as the act of Contractor.

Contractor

Signature: Date:

Print Name:

Title:

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EXHIBIT A: CITY OF EUGENE STANDARD CONTRACT PROVISIONS

Contracts Subject to ORS Chapter 279B Goods and Services including Personal Services

OTHER THAN Architects, Engineers, Land Surveyors on Public Improvements

The following provisions, if applicable, are hereby included in and made a part of the attached contract between the City of Eugene and the Contractor named thereon as provided for in the Eugene Code, 1971, the Eugene Public Contracting Rules, the revised statutes of the State of Oregon, and Federal laws, rules, regulations, and guidelines. The Contractor AND EVERY SUBCONTRACTOR shall include these provisions in every subcontract SO THAT THESE PROVISIONS WILL APPLY TO, AND BE BINDING ON EVERY SUBCONTRACTOR. Failure to comply with any of the applicable provisions below shall be a material breach of the contract and may result in debarment of the Contractor or subcontractor from City contracts for up to three (3) years.

1. Fair Employment Practice Provisions (Eugene Code, 1971, Section 4.625 and Eugene Public Contracting Rule 137-046-0500(2))

1.1 Non-Discrimination Requirements. During the performance of this contract, the Contractor and each subcontractor agrees to comply with sections 4.613 to 4.655 of the Eugene Code, 1971, and as follows:

(a) The Contractor and each subcontractor agrees that it will not discriminate against any employee or applicant for employment because of an individual’s race, religion, color, sex, national origin, marital status, familial status, age, sexual orientation or source of income, a juvenile record that has been expunged pursuant to ORS 419A.260 and 419A.262, or because an individual is a person with a disability which, with reasonable accommodation by the employer does not prevent the performance of the work involved, unless based upon a bona fide occupational qualification reasonably necessary to the normal operation of the employer’s business.

(b) The Contractor and all subcontractors employing 15 or more individuals will develop and implement an affirmative action plan to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, sex, age or national origin. Such plan shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

(c) The Contractor and each subcontractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Human Rights Commission setting forth the provisions of this nondiscrimination clause.

1.2 Reporting. The Contractor and each subcontractor will, prior to commencement and during the term of the contract, provide to the City such documentation, and permit any inspection of records as may be required or authorized by rules adopted by the city manager to determine compliance with subsection 1.1 above.

1.3 Violations. If upon an investigation conducted pursuant to rules adopted by the city manager in accordance with section 2.019 of the Eugene Code, 1971 there is reasonable cause to believe that the Contractor or any subcontractors of the Contractor have failed to comply with any of the terms of subsections 1.1 or 1.2, a determination thereof shall be made by the city manager. Such determination may result in the suspension, cancellation or termination of the principal contract in whole or in part and/or the withholding of any funds due or to become due to the Contractor, pending compliance by the Contractor and/or its subcontractors, with the terms of subsections 1.1 and 1.2. Such determination may further result in debarment of the Contractor in accordance with the adopted rules.

1.4 Failure to Comply. Failure to comply with any terms of subsections 1.1 and 1.2 above shall be a material breach of the contract.

1.5 Inclusion of Fair Employment Practices Provisions in Contracts with Subcontractors. The contractor shall include the provisions of subsections 1.1 through 1.4 above in contracts with subcontractors so that the provisions will be binding upon each subcontractor.

1.6 Contractor Defined. As used in this section 1, "contractor" means all persons, wherever situated, but excluding local, state or federal units of government or their officials, from whom the City purchases Goods and/or Services costing $2,500 or more in any fiscal year.

2. ORS 279A.120 Nonresident Contractors.

2.1 As used in this section, “nonresident contractor” means a contractor that: (A) has not paid unemployment taxes or income taxes in the state of Oregon during the 12 calendar months immediately preceding submission of the bid for the contract, (B) does not have a business address in this state and (C) stated in the bid for the contract that it was not a “resident bidder” under ORS 279A.120.

2.2 If the Contractor is a nonresident contractor and the contract price exceeds $10,000, the Contractor shall promptly report to the Department of Revenue on forms to be provided by the Department of Revenue the total contract price, terms of payment, length of contract and such other information as the Department of Revenue may require before the Contractor may receive final payment on the public contract. The City may not award a Public Improvement Contract or a Public Works Contract to a nonresident bidder that is an educational service district. The City shall satisfy itself that the requirement of this subsection has been complied with before the City issues a final payment on a public contract.

3. ORS 279B.220 and Eugene Rule 137-046-0500(5) Conditions concerning payment, contributions, liens, withholding. The

Contractor shall:

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(a) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract.

(b) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract.

(c) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished.

(d) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

4. ORS 279B.225 Condition concerning salvaging, recycling, composting or mulching yard waste material. If the contract will include lawn and landscape maintenance the Contractor shall salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective.

5. ORS 279B.230 and Eugene Rule 137-046-0500(6) Condition concerning payment for medical care and providing workers’ compensation.

5.1 The Contractor shall promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or…