2023200063_A1_RFQu_Catering Services Qualified Pool.pdf

Request for Qualifications

Catering Services Qualified Pool

Solicitation No. RFQu 2023200063

Last Day to Submit Qualifications June 1, 2028

CITY OF EUGENE

Central Services Finance Division/Purchasing

100 West 10th Avenue, Suite 400 Eugene, Oregon 97401

Telephone: (541) 682-5055 Office is currently closed to the public

Rev 03/2023 RFQu 2023200063 Catering Services pg. 1

I. INVITATION TO SUBMIT STATEMENTS OF QUALIFICATIONS

INVITATION TO SUBMIT QUALIFICATIONS

Solicitation No. RFQu 2023200063

Notice to Offerors Statements of Qualifications for Catering Services for the City of Eugene will be accepted by the Purchasing Office, 100 West 10th Avenue, Suite 400, Eugene, Oregon 97401.

The City intends to establish a pool of qualified Catering Services providers. Inclusion in the pool does not guarantee that a contract for services will be offered to the provider. Qualifications may be submitted at any time prior to June 1, 2028. Qualifications will be reviewed as they are submitted. All offerors will be notified of acceptance or rejection of qualifications. Contracts may be issued to pool participants at any time.

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.

The City may reject any statement of qualifications not in compliance with all prescribed public bidding procedures and requirements and may reject for good cause any or all statements of qualifications or waive any specification or requirement upon a finding of the City it is in the public interest to do so.

Project Description In general, work includes providing Catering Services for the City of Eugene 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 also be obtained by email request to the Purchasing Analyst shown below.

Dated: June 12, 2023

Michelle Hahn Purchasing Analyst City of Eugene Mhahn@eugene-or.gov https://oregonbuys.gov/bso/

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II. INSTRUCTIONS TO OFFERORS

1.0 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 a statement of qualification.

1.3 The Offeror shall make no alterations or additional stipulations on the Standard

Qualification Form nor qualify the statement of qualification in any other manner. Alteration of any part of the Standard Qualification Form content will cause the 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.

2.0 SUBMISSION

2.1 Complete Statements of Qualifications (SOQs) must be emailed directly to the Purchasing

Analyst listed before the due date specified. Note RFQu 2023200063 Catering Services in the subject line of the email.

2.2 For purposes of review and in the interest of sustainability, the City encourages the use of submittal materials that contain postconsumer recycled content and are readily recyclable. Do not use materials that cannot be readily recycled such as PVC (vinyl) binders, spiral bindings, and plastic or glossy covers or dividers. Offerors are encouraged to print and copy on both sides of a single sheet of paper whenever possible. Color is acceptable, but content should not be lost by black-and-white scanning or copying.

3.0 MODIFICATIONS TO STATEMENTS OF QUALIFICATION

3.1 Any written addendum issued which includes changes, corrections, additions, interpretations, or information, and issued prior to the submission of statements of qualifications, shall be binding upon the Offeror.

3.2 Statements of qualification may be modified by written notification on company letterhead signed by an authorized person, stating that the new document supersedes or modifies the prior statement of qualification.

3.3 Statements of qualification may be withdrawn by written notification on company letterhead signed by an authorized person and received prior to the execution of a contract.

4.0 CONSIDERATION OF STATEMENTS OF QUALIFICATIONS

4.1 The City shall have the right to reject any statement of qualification that attempts to change any contract term or condition, or that does not evidence the Offeror’s intent to abide by the specifications, or that does not otherwise comply with all requirements set forth in the request for qualification documents or in the Oregon Public Contracting Code.

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4.3 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.

4.4 All contractors will be notified of acceptance or rejection of qualifications.

4.5 Acceptance into the pool of qualified consultants does not guarantee a contract for work with the City. If the City has a need for a consultant 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 you submit additional written information at that time on how you would manage the project and/or on pricing information.

5.0 PUBLIC RECORDS

5.1 This request for 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."

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.

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

6.0 QUESTIONS

Questions regarding this Request for Qualifications may be addressed to Michelle Hahn, via e-mail 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

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III. SUSTAINABILITY & SOCIAL EQUITY

The City is interested in products and services that have a reduced impact on human health and the environment and that more fully support communities and economies when compared to competing products and services serving the same purpose. For more information regarding sustainability in procurement and related City policy and plans, please refer to the City’s Sustainable Purchasing website at http://www.eugene-or.gov/sustainpurch. Offerors who are accepted into a Qualified Pool will be expected to support the City’s goals by implementing the following strategies where applicable.

1.0 WASTE REDUCTION

Pursuant to City Zero Waste efforts, the City aims to prevent waste where possible. In order to increase efficient use of resources, the awarded Offeror shall adhere to the following items as applicable.

1.1 Unnecessary packaging for goods, beyond packaging compliance or practical safe shipping methods, shall be reduced. Offeror to ship goods utilizing one or more of the following methods:

a. Ship products in reusable, refillable, or returnable containers. For example, reusable trays or totes, which can be stored and returned;

b. Minimal packaging material used inside containers. This includes eliminating or reducing the amount of non-recyclable bubble wrap, foam pellets or other like material;

c. Eliminate non-essential parts of packaging, such as individual wrapping of components;

d. Use packaging made with recycled content, biodegradable, and/or non-toxic materials.

e. No point of purchase material or promotional literature.

1.2 The awarded Offeror is to duplex all paper materials that are prepared for the City under the contract, whether such materials are printed or copied, except when impracticable to do so due to the nature of the product being produced.

1.3 Contractor is expected to prevent, reduce, recycle or otherwise divert waste generated from the provision of services procured by the City. City may request information about diversion tactics utilized and quantities of waste materials diverted.

2.0 IDLING REDUCTION

2.1 In the interest of reducing air and noise pollution and promoting energy conservation, all gasoline and diesel-powered vehicles and equipment shall be idled only as necessary to perform the required duties, including delivery, and for the essential function(s) of the equipment. A driver of a vehicle must turn off the engine upon stopping at the destination and must not cause or allow an engine to idle at any location for more than 20 seconds. This idling policy applies except in the following situations:

a. The health and safety of employees, sub-contractors or public is compromised in turning off the vehicle.

b. The engine is required to power auxiliary equipment (e.g., hoist, lift platforms, hydraulic tools, inverters, compactors, medical equipment, specialized public safety radio communication and computer systems, etc.)

c. Vehicle/equipment manufacturer requires additional idle time for warm up or cool down for efficient and proper mechanical or functional operation of the unit.

http://www.eugene-or.gov/sustainpurch

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3.0 ENVIRONMENTALLY PREFERRED PRODUCTS

To promote and encourage environmentally sustainable practices for companies doing business with the City, the City requests vendors under City contract use environmentally preferable products in production of City work products.

3.1 The awarded Offeror should use environmentally preferable materials that meet performance requirements wherever practical in the fulfillment of this agreement.

Environmentally preferable products and services have characteristics that include but are not limited to the following:

• Energy Efficient

• Reusable or upgradeable

• Recyclable

• Contain post-consumer recycled materials

• Produce fewer polluting by-products and/or safety hazards during manufacture, use or disposal, and/or

• Are certified by an independent accredited third-party program such as

EcoLogo or ENERGY STAR.

3.2 The City desires the use of post-consumer recycled content, chlorine-free paper to encourage environmentally preferable practices for City business wherever practical in the fulfillment of the scope of work.

4.0 SOCIAL EQUITY

Economic prosperity through diversity and collaboration is fundamental to the Equity in Contracting program. Part of Eugene’s City Council Vision states that we will “Encourage a strong, sustainable and vibrant economy, fully utilizing our educational and cultural assets, so that every person has an opportunity to achieve financial security.” The program aims to reduce barriers for local, small, minority and women-owned businesses to leverage all that our community has to offer, strengthening the business community as a whole.

The City supports the utilization of Minority, Women, Emerging Small Businesses (M/W/ESB), local businesses, Disadvantaged Business Enterprises and Oregon Forward Contractors (OFC) at both a prime and subcontracting and/or supply chain level. The City encourages eligible suppliers to gain certification and encourages the awarded proposer to use the following voluntary practices to promote open competitive opportunities for disadvantaged businesses in the fulfillment of the scope of work:

a. Access lists of certified minority, women, emerging small business or disadvantaged business enterprises from the Certification Office of Business Inclusion and Diversity (COBID) by visiting their website at:

https://oregon4biz.diversitysoftware.com/FrontEnd/SearchCertifiedDirectory.asp?XID =9365&TN=oregon4biz to find certified businesses from whom to procure products or services.

b. Visit the Oregon State Oregon Forward Program website at http://ofp.dasapp.oregon.gov/ to search for Oregon Forward Program contractors from whom to procure products or services.

https://oregon4biz.diversitysoftware.com/FrontEnd/SearchCertifiedDirectory.asp?XID=9365&TN=oregon4biz https://oregon4biz.diversitysoftware.com/FrontEnd/SearchCertifiedDirectory.asp?XID=9365&TN=oregon4biz http://ofp.dasapp.oregon.gov/

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IV. SCOPE OF WORK

1. INTRODUCTION

The City of Eugene intends to award contracts to multiple contractors to provide catering services, therefore the City is establishing a pool of qualified contractors (Qualified Pool) for Catering Services at the Hult Center for the Performing Arts. Catering services required include both private and public events held in the lobby, the Studio, the Studiocade and other outdoor plaza areas, conference rooms, dressing rooms, stage, and backstage areas. Additionally, other city Departments may use the awarded contracts to order catering services for events at other sites.

Based on their preferences, performers, and presenters at the Hult Center select a Catering Service from the list of Caterers in the City’s Qualified Pool. The range of services required may include buffets, simple or elaborate plated lunches and/or dinners, desserts, snacks, and specialty requests as specified by the presenter.

2. QUALIFICATION AND SELECTION PROCESS

Inclusion in the pool does not guarantee that a contract for services will be offered to the contractor.

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.

All contractors who respond to this RFQu will be notified of acceptance or rejection of qualifications.

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

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

Section VII is the Client References form. References listed may be contacted prior to contract award.

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.

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

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.

3. SCOPE OF WORK

The Caterer will report directly to the Hult Center’s Food & Beverage Manager or Events Manager.

If either manager is unavailable, the Caterer will report to the appropriate coordinator.

The selected Caterer will work with a variety of presenters. The Caterer is expected to work with each presenter in a professional manner, to provide menu options, and accept food orders.

Catering estimates shall be submitted in writing to the presenter prior to delivery. Changes to an

Rev 03/2023 RFQu 2023200063 Catering Services pg. 7 order with either advanced notice or short notice are to be expected and must be handled appropriately.

All beverages will be supplied by the Hult Center’s Food & Beverage department, except for specialty beverage, coffee, and tea service.

The Caterer must present an itemized catering bill to the Food & Beverage Manager or Events Manager when food is delivered.

Resulting contracts may range from $500 to $100,000 per fiscal year.

4. PREVIOUSLY ACCEPTED OFFERORS

Offerors who have previously been accepted into the City of Eugene Qualifications Pool for Catering 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 44-23-01-F, Public Contracting Rule 2022, Exemption E-18 Qualified Pools. However, if an offeror’s statement of qualifications is over three (3) years old, or the business or business model has changed significantly, the City requests 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.

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V. PROPOSAL SUBMITTAL REQUIREMENTS

CONTENT OF QUALIFICATION STATEMENTS

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

Offerors may include any other relevant information. All information submitted will be used to help determine expertise and suitability for work as specified in this RFQu.

1. Cover Letter including the following:

a. Caterer’s qualifications and a detailed description outlining the Caterer’s approach to providing services described in the Scope of Work.

b. Demonstrating ability to provide all required catering equipment/supplies and the ability to break down and remove immediately following the event.

c. Experience of key personnel expected to do the work. Provide documentation of

Food Handler Cards. Identify Contract Manager.

d. A sample menu.

e. Supplemental information such as material and data not specifically requested for consideration, but which the Offeror wishes to submit.

2. Completed Questionnaire (Section VI).

3. Completed Client References Form (Section VII).

4. Completed Independent Contractor Certification Statement (Section VIII).

5. Completed Standard Qualification Form (Section IX).

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VI. QUESTIONNAIRE

A response is required to the following questions to be considered a responsive proposal. A panel will review the qualifications as submitted in the RFQu process to determine if the qualifications meet the pools minimums.

BUSINESS NAME:____________________________________________________________

1. What is the duration and extent of your experience in the service for which you are submitting this Statement of Qualification?

2. Give a brief history and background of your business.

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VII. CLIENT 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

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VIII. INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

To qualify as an independent contractor, you must certify that you meet the following standards as required by 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.

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

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

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

(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).

(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.

(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

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IX. STANDARD QUALIFICATION FORM

Solicitation No. 2023200063

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.

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Printed Name and Title: ________________________________________________________

Firm Name: ___________________________ Signature_______________________________

Date: ________________________________ Title: __________________________________

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

Phone: _______________________________ Fax: __________________________________

Email: _______________________________________________________________________

Required submittals: Initial

1. Cover Letter on company’s letterhead

2. Completed Questionnaire

3. Completed References Form

4. Signed Independent Contractor Certification Form

5. Signed Standard Qualification Form

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X. SAMPLE PERSONAL SERVICE CONTRACT

PERSONAL SERVICES CONTRACT

Catering Services

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

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

CONTRACT NO.: xxxx-xxxx

EXPIRATION DATE:

RECITALS

A. Contractor is engaged in the business of offering Catering 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 44-23-01-F, Public Contracting Rules 2022, Class Exemption E-18 Personal Services, 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:

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 and take precedence in the event of an inconsistency with the Agreement.

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 Scope of Services Exhibit C Compensation Schedule

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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.

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 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 additional one-year terms by mutual agreement of the parties.

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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 within thirty (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.

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 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.

5.4 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.

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.

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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.

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.

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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.

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.

10.1 Commercial General Liability. Contractor shall maintain a broad form commercial general liability insurance policy reflecting limits of not less than $2,000,000 combined single limit per occurrence, with an annual aggregate of $3,000,000 for bodily injury, personal injury or property damage. Such policy shall contain a contractual liability endorsement to cover Contractor's indemnification obligations under this Contract. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor's breach of policy provisions.

10.2 Workers’ Compensation Insurance. Contractor shall comply with the Oregon

Workers' Compensation law by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law. Contractor shall provide City with such further assurances as City may require from time to time that Contractor is in compliance with these Workers' Compensation coverage requirements and the Workers' Compensation law. Contractor is a subject employer that will comply with ORS 656.017.

10.3 Automobile Liability. Contractor shall maintain an automobile liability insurance policy reflecting limits of not less than $2,000,000 combined single limit per occurrence for bodily injury, personal injury or property damage. The coverage shall include both hired and non-owned auto liability. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Contractor's breach of policy provisions.

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

Rev 04/2023 Contract Number: xxxx-xxxxx Page 6 of 13 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. In the event contractor sells or transfers ownership of business, the new owner must apply for a new contract.

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.

16. 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 (email) are set forth below, notices may be delivered by email. Notices sent by certified mail will be deemed delivered three business days after placement in the mail and notices sent by email will be deemed delivered when successful transmission is electronically confirmed. Except as expressly provided in the Contract, required notices must be

Rev 04/2023 Contract Number: xxxx-xxxxx Page 7 of 13 signed by the person designated to receive notices, or that person’s designee or attorney.

Contractor: Company

Contact Address, City, State, Zip Phone Email

City: City of Eugene

Department/Division/Contact Address Eugene, Oregon 974XX Email

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

17. Dispute Resolution.

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

17.2 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.

17.3 Construction of Contract. This Contract shall not be construed against either party regardless of which party drafted it. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws.

17.4 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.

18. Integration. The Contract embodies the entire agreement of the parties concerning the Services. There are no promises, terms, conditions or obligations other than those

Rev 04/2023 Contract Number: xxxx-xxxxx Page 8 of 13 contained herein. The 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.

19. 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.

20. 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.

In witness whereof, the parties have, through their duly authorized representatives, executed this Agreement on the dates set forth below.

City of Eugene

Signature: Date:

Print Name:

Title:

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.

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(1))

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 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 will 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.