6810 Polygraph Services.pdf

STATE OF OREGON

The Oregon Department of Corrections 3723 Fairview Industrial Dr. SE

Salem, OR 97302

POLYGRAPH EXAMINATION SERVICES

Request for Quote (RFQ)

RFQ #S-29100-00011436

Date of Issue: September 9, 2024 Closing Date: September 18, 2024, 2:00 PM

Single Point of Contact (SPC): Eric S. McDowell, Contracts Officer, OPBC

Address: 3723 Fairview Industrial Dr SE City, State, Zip Salem, OR 97302 Phone (voice) 971-375-7783 E-mail: eric.s.mcdowell@doc.oregon.gov

TABLE OF CONTENTS

1.1 INTRODUCTION

1.2 SCHEDULE

1.3 SINGLE POINT OF CONTACT (SPC)

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE

2.1 AUTHORITY AND METHOD

2.2 DEFINITION OF TERMS

2.3 OVERVIEW

SECTION 3: EVALUATION

3.1 MINIMUM QUALIFICATIONS

3.2 MINIMUM SUBMISSION REQUIREMENTS

3.3 PROCUREMENT PROCESS

3.4 PROPOSAL CONTENT REQUIREMENTS

3.5 EVALUATION PROCESS

3.6 CONTRACTOR SELECTION

3.7 PREFERENCES

SECTION 4: AWARD AND NEGOTIATION

4.1 AWARD NOTIFICATION PROCESS

4.2 RESERVED

4.3 APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS

4.4 CONTRACT/ NEGOTIATION

SECTION 5: ADDITIONAL INFORMATION

5.1 RESERVED

5.2 GOVERNING LAWS AND REGULATIONS

5.3 OWNERSHIP/PERMISSION TO USE MATERIALS

5.4 CANCELLATION OF RFQ; REJECTION OF PROPOSALS; NO DAMAGES

5.5 COST OF SUBMITTING A PROPOSAL

5.6 STATEWIDE E-WASTE/RECOVERY POLICY

5.7 RECYCLABLE PRODUCTS

SECTION 6: LIST OF ATTACHMENTS

ATTACHMENT A SAMPLE CONTRACT

ATTACHMENT B PROPOSER CERTIFICATION SHEET

ATTACHMENT C PRICING PROPOSALS

ATTACHMENT D CERTIFICATION OF COMPLIANCE WITH TAX LAWS

SECTION 1: GENERAL INFORMATION

1.1 INTRODUCTION

This Request for Quote (RFQ) is to establish a contract with a professional independent contractor to provide polygraph examinations to offenders being supervised in Linn County.

It is anticipated that this solicitation effort will result in one contract award to provide Services in Linn County.

Services are anticipated to begin upon execution of a 2-year contract. Contract may be renewed for additional periods.

Proposers meeting the required qualifications and accepting the AGENCY sample contract terms and conditions will be evaluated for best value and experience, expertise, suitability and contractor responsibility will be considered.

Contractor awarded a contract through this RFQ shall be paid per rate schedule (Attachment C) proposed by Contractor and agreed upon by Agency.

It is anticipated this solicitation will result in one contract. The projected total volume of required evaluations during the contract period, and the specific locations of registrants requiring evaluations are not known at this time.

1.2 SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change. N/A denotes that event is not applicable to this RFQ.

Event Date Time

Issuance of RFQ 9/9/2024

Questions Deadline 9/12/2024 2:00 PM

Answers to Questions / Requests for Clarification Issued (approx.) 9/13/2024

Closing (Proposals Due) 9/18/2024 2:00 PM

Issuance of Notice of Intent to Award (approx.) 9/19/2024

1.3 SINGLE POINT OF CONTACT (SPC)

The SPC for this RFQ is identified on the Cover Page, along with the SPC’s contact information.

Proposer shall direct all communications related to any provision of the RFQ, whether about the technical requirements of the RFQ, contractual requirements, the RFQ process, or any other provision only to the SPC.

SECTION 2: AUTHORITY, OVERVIEW, AND SCOPE

2.1 AUTHORITY AND METHOD

AGENCY is issuing this RFQ pursuant to its authority under OAR 125-246-0170(2)(c) and ORS 279A.055.

2.2 DEFINITION OF TERMS

For the purposes of this RFQ, capitalized words will refer to the following definitions.

2.2.1 General Definitions

Capitalized terms not specifically defined in this document are defined in ORS 279A.010 and OAR 125-246-0110.

2.3 OVERVIEW

2.3.1 AGENCY Overview and Background

The State of Oregon, acting by and through its Oregon Department of Corrections (“ODOC/AGENCY”), is issuing this Request for Quote for qualified providers to conduct Polygraph Exams and Evaluations.

The Oregon Department of Corrections was created by the 64th Legislative Assembly in June 1987, and operates under ORS chapter 423. ODOC has custody of adults sentenced to prison for more than 12 months, housing approximately 14,500 adults in 12 state prisons throughout the state.

The Community Corrections Division of the Department of Corrections provides funding for the management and supervision of over 30,00 felony and misdemeanor offenders sentenced to probation, parole, or post-prison supervision, as well as, those sentenced to 12 months or less of incarceration. Community Corrections Administration is responsible for managing the grants to the counties for community corrections activities, the interstate transfer of offenders, jail inspections and the operation of two probation and parole field offices with direct responsibility for over 1,300 adults on supervision. The division has the statutory responsibility to evaluate community corrections policies, to annually review 34 counties’ compliance with the intergovernmental agreement and to offer technical assistance when needed to gain compliance. In addition, the Community Corrections Division provides consultation and technical assistance to local agencies regarding community corrections options and effectiveness, facilitates communication among counties and problem-solving between counties, and organizes training activities specific to community corrections work. The Division supports the statewide automated case management and offender tracking systems so that the offender data is available to any community corrections office in the state and works to improve automation programs to meet user needs, design and test new programs and troubleshoot automation related problems.

http://arcweb.sos.state.or.us/pages/rules/oars_100/oar_125/125_246.html http://arcweb.sos.state.or.us/pages/rules/oars_100/oar_125/125_246.html

Linn County Community Corrections is located in Albany, Oregon. Linn County is a rural county covering 2,309 square miles with a population of approximately 125,047 and has an annual operating budget of approximately $13 million. Satellite offices are located in Harrisburg, Lebanon, Scio, and Sweet Home. Linn County Community Corrections is comprised of a Director, two Parole and Probation Supervisors, Executive Support Specialist, 15 parole and probation officers, 1 case aid, and three support staff.

Linn County Community Corrections contracts with independent service providers who provide various treatment modalities for adults on supervision. Specialized caseloads include sex offenders, gender specific, Drug Court, and local control. The goal of Linn County Community Corrections is to enhance public safety by holding adults on supervision accountable for their actions and reducing the risk of future criminal behavior through the implementation of evidence-based practices and programs.

2.4 SCOPE OF WORK

The scope of work described below shall be referred to as the “Services” or “Work.”

Contractor shall be licensed through the Oregon Department of Public Safety Standards and Training (DPSST) to perform polygraph examinations. Contractor shall have the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor’s industry, trade or profession.

At a minimum, the Contractor shall provide the following Services at the Contractor’s location:

Sex Offender Polygraph Examinations

2.4.1 Full Disclosure (First Time Referral)

2.4.2 Maintenance

2.4.3 Specific Issue

Exams with Contractors located within the Albany City Limits may occur either at Linn County Parole and Probation or at the Contractors location. The location shall be determined at the time the exam is scheduled.

Exams with Contractors located outside the Albany City Limits shall be done at Linn County Parole and Probation.

All work shall be completed by the Contractor. Contractor may not subcontract the Work.

See Attachment A, Exhibit A of Sample Contract for a more detailed description of the minimum Services to be performed.

SECTION 3: EVALUATION

3.1 MINIMUM QUALIFICATIONS

Contractor must be certified by the Oregon DPSST to perform polygraph examination in the state of Oregon and hold a current license for performing polygraph examinations.

3.1.2 Location Requirements

3.1.2.1 The location where Proposer is performing Services is listed below:

Linn County Parole and Probation or at Proposer's location if in Albany as stated in Section

2.4.

3.1.3 Minimum Key Person Requirements - Contractor’s Personnel

Proposer acknowledges and agrees that a significant reason ODOC will select Contractor and enter into the Contract is because of the significant qualifications of certain personnel (“Key Person”) identified in Contractor’s Proposal. Under the Contract, ODOC is engaging the expertise, experience, judgment, and personal attention of such Key Persons. Neither Contractor nor any of the Key Persons shall delegate performance of the management powers and responsibilities each such Key Persons is required to provide under the Contract to any other employee or agent of the Contractor unless ODOC provides prior written consent to such delegation.

If Contractor requests ODOC to consent to a delegation, reassignment, transfer, or replacement of a Key Person, may review the qualifications of the proposed substitute personnel providing its consent or rejecting such replacement. Any such replacement shall meet the minimum qualifications in this RFQ. Any replacement personnel approved by ODOC shall thereafter be deemed a Key Person for purposes of this Contract and the Contract shall be deemed amended to include such Key Person.

3.1.4 REQUIRED QUALIFICATIONS

The Proposer must meet all requirements of this section:

3.1.4.1 Be a licensed Polygraph Examiner by DPSST per ORS 703.050.

3.1.4.2 Shall use and maintain polygraph equipment that meets the requirements of ORS 703.310

3.2 MINIMUM SUBMISSION REQUIREMENTS

3.2.1 Proposal Format and Quantity

Proposal should follow the format and reference the sections listed in the Proposal Content Requirements section. Responses to each section and subsection should be labeled to indicate the item being addressed. Proposal must describe in detail how requirements of this RFQ will be met and may provide additional related information. Cost information must be submitted as a separate electronic file.

Proposer shall submit Proposal via email only, to the dedicated mailbox listed below. Fax submissions or hard copies will not be accepted.

ODOC will accept only electronic Proposals compatible with MS Office applications and .pdf files. Do not submit .zip, .exe. or .com files. Proposals in excess of 10 megabytes must be incrementally submitted. When submitting the Proposal in multiple e-mails, sequentially number the e-mail submittals.

The Proposal e-mail subject or reference line must include the RFQ Number and Title, as follows:

Proposal to RFQ #S-29100-00011436, Polygraph Examination Services Linn

County

Failure to clearly identify the Proposal as directed in the subject line may cause misrouting of the Proposal and late delivery, resulting in disqualification.

Dedicated mailbox – submit Proposals to (not case sensitive) doc.contractproposals@doc.oregon.gov

3.2.2 Authorized Representative

A representative authorized to bind the Proposer shall sign the Proposal. Failure of the authorized representative to sign the Proposal may subject the Proposal to rejection by

ODOC.

3.3 PROCUREMENT PROCESS

3.3.1 Public Notice

The RFQ, including all Addenda and attachments, is published in the State of Oregon’s electronic procurement system OregonBuys at https://oregonbuys.gov/ . RFQ documents will not be mailed to prospective Proposers.

Modifications, if any, to this RFQ will be made by written Amendment(s) published in OregonBuys. Prospective Proposer is solely responsible for checking OregonBuys to determine whether or not any Amendment(s) have been issued. Amendment(s) are incorporated into the RFQ by this reference.

3.3.2 Questions/Requests for Clarification

All inquiries, whether relating to the RFQ process, administration, deadline or method of award or to the intent or technical aspects of the RFQ must:

• Be delivered to the SPC via email

• Reference the RFQ number mailto:doc.contractproposals@doc.oregon.gov https://oregonbuys.gov/

• Identify Proposer’s name and contact information

• Be sent by an authorized representative

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

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

3.3.3 Pre-Proposal Conference

A pre-Proposal conference will not be held for this RFQ.

3.3.4 Proposal Submission Options

Proposer is solely responsible for ensuring its Proposal is received by the SPC in accordance with the RFQ requirements. ODOC is not responsible for any delays by transmission errors or delays or mistaken delivery. Proposal submitted by any means not authorized will be rejected.

Proposal must be submitted electronically through email.

3.3.5 Proposal Modification or Withdrawal

Any Proposer who wishes to make modifications to a Proposal already received by ODOC shall submit its modification in one of the manners listed in the Proposal Submission Options section and must denote the specific change(s) to the Proposal submission.

If a Proposer wishes to withdraw a submitted Proposal, it shall do so prior to Closing. The Proposer shall submit a Written Notice Signed by an authorized representative of its intent to withdraw its Proposal in accordance with OAR 125-247-0440. The notice must include the RFQ number and be submitted to the SPC.

3.3.6 Proposal Due

Proposal and all required submittal items must be received by the SPC. All Proposal modifications or withdrawals must be completed and sent to the SPC as per Section 3.3.5.

3.3.7 Proposal Rejection

AGENCY may reject a Proposal for any of the following reasons:

• Proposer fails to substantially comply with all prescribed RFQ procedures and requirements, including but not limited to the requirement that Proposer’s authorized representative sign the Proposal.

• Proposer fails to meet the responsibility requirements of ORS 279B.110.

• Proposer makes any contact regarding this RFQ with State representatives such as State employees or officials other than the SPC or those the SPC authorizes, or inappropriate contact with the SPC.

• Proposer attempts to inappropriately influence a member of the Evaluation Committee.

• Proposal is conditioned on AGENCY’s acceptance of any other terms and conditions or rights to negotiate any alternative terms and conditions that are not reasonably related to those expressly authorized for negotiation in the RFQ or Addenda.

3.4 PROPOSAL CONTENT REQUIREMENTS

3.4.1 Proposer Information:

Proposers shall include in each Proposal the information described in this Section 3.4.

These are “Pass/Fail” requirements. ODOC will reject Proposals that do not contain substantially all of the following information:

3.4.1.1 Proposer Information:

a. Name, address, principal place of business and telephone number of individual or legal entity with whom Contract is to be written.

b. Legal status of Proposer (e.g. individual, corporation, partnership, etc.) and year entity was established, if applicable.

3.4.2 Experience

Proposer is to identify all individuals who will be performing Services under this contract as well as how they meet the minimum qualifications described in Section 3.1, Minimum Qualifications and be considered Key Persons as described in Section 3.1.3.

3.4.3 Reserved

3.4.4 References

Proposers shall provide the names, addresses, telephone numbers, and contact information for three (3) customers for whom Proposer has provided within the last three years’ services equivalent to those described in the RFQ. ODOC may be used as one of the references.

3.4.5 Reserved

3.4.6 Pricing

Proposers shall provide itemized pricing for the services listed on Attachment C, Pricing Proposal. Price proposal submission shall include, at a minimum, the items included in Attachment C, Pricing Proposal.

3.4.7 Resume of Key Person(s). Key Person(s) is defined as an individual that would perform the work and work directly with AGENCY (see section 3.1.3).

3.4.8 A statement that Proposers agree to AGENCY payment allowance specified in the RFQ and the contract.

3.5 EVALUATION PROCESS

3.5.1 Responsiveness and Responsibility Determination

Proposals received will be reviewed for Responsiveness to all RFQ requirements including compliance with Minimum Requirements section and Proposal Content Requirements section. If the Proposal is unclear, the SPC may request clarification from Proposer.

However, clarifications may not be used to rehabilitate a non-Responsive Proposal. If the SPC finds the Proposal Non-Responsive, the Proposal may be rejected, however, AGENCY may waive mistakes in accordance with OAR 125-247-0470.

At any time prior to award, AGENCY may reject a Proposer found to be not Responsible.

3.5.2 Evaluation Criteria

AGENCY shall review proposer’s submittals to determine if the qualifications set forth in the RFQ have been met. If the proposer does not meet the qualifications, AGENCY will send a letter of rejection including the grounds for rejection.

If the Proposer meets the qualifications, AGENCY will evaluate the proposals and make an award based on experience, expertise, suitability, and contractor responsibility.

SPC may request further clarification to assist in gaining additional understanding of Proposals. A response to a clarification request must be to clarify or explain portions of the already submitted Proposal and may not contain new information not included in the original Proposal.

3.6 CONTRACTOR SELECTION

Upon review of the submittals and evaluations, the AGENCY will enter into a contract with the Proposer who best meets the evaluation criteria listed in Section 3.5.2.

3.7 PREFERENCES

3.8.1 Recycled Materials

In comparing Goods from two or more Proposers, if at least one Proposer offers Goods manufactured with Recycled Materials, and at least 1 Proposer does not, AGENCY will select the Proposer offering Goods manufactured from Recycled Materials if each of the conditions specified in ORS 279A.125 (2) exists following any adjustments made to the price of the Goods according to any applicable reciprocal preference.

SECTION 4:AWARD AND NEGOTIATION

4.1 AWARD NOTIFICATION PROCESS

4.1.1 Award Consideration

Upon review of the submittals, the AGENCY will enter into contracts with those proposers who meet all requirements listed in this RFQ.

4.1.2 Intent to Award Notice

AGENCY will notify all Proposers in Writing that AGENCY intends to award a Contract to the selected Proposer subject to successful negotiation of any negotiable provisions.

4.2 RESERVED

4.3 APPARENT SUCCESSFUL PROPOSER SUBMISSION REQUIREMENTS

4.3.1 Insurance

Prior to execution of the Contract, the apparent successful Proposer shall secure and demonstrate to AGENCY proof of insurance coverage meeting the requirements identified in the RFQ or as otherwise negotiated.

Failure to demonstrate coverage may result in AGENCY terminating Negotiations and commencing Negotiations with the next highest ranking Proposer. Proposer is encouraged to consult its insurance agent about the insurance requirements contained in Insurance Requirements (Exhibit B of Attachment A, Sample Contract) prior to Proposal submission.

4.3.2 Taxpayer Identification Number

The apparent successful Proposer shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form if either of the following applies:

• When requested by AGENCY (normally in an intent to award notice), or

• When the backup withholding status or any other information of Proposer has changed since the last submitted W-9 form, if any.

AGENCY will not make any payment until AGENCY has a properly completed W-9.

4.3.3 TAX CERTIFICATION

Prior to execution of the Contract, the apparent successful Proposer shall complete and submit the Tax Certification (Attachment D) to demonstrate compliance with Oregon Tax Laws.

Failure to demonstrate compliance may result in a finding of non-responsibility.

4.3.4 Business Registry

If selected for award, Proposer shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. The selected Proposer shall submit a current Oregon Secretary of State Business registry number, or an explanation if not applicable.

All Corporations and other business entities (domestic and foreign) must have a Registered Agent in Oregon. See requirements and exceptions regarding Registered Agents. For more information, see Oregon Business Guide, How to Start a Business in Oregon and Laws and Rules. The titles in this subsection are available at the following Internet site:

http://www.filinginoregon.com/index.htm.

4.3.5 Pay Equity Compliance Certificate

The apparent successful Proposer shall provide a copy of its unexpired Pay Equity Compliance Certificate to AGENCY prior to execution of the Contract if:

• the Contract has an estimated value of $500,000 or more; and

• the apparent successful Proposer employs 50 or more full-time workers.

4.4 CONTRACT/ NEGOTIATION

4.4.1 Negotiation

After selection of a successful Proposer, AGENCY may negotiate the Statement of Work.

In the event that the parties have not reached mutually agreeable terms within 7 calendar days, AGENCY, at its discretion, may terminate Negotiations and commence Negotiations with the next highest ranking Proposer.

Any Proposal that is conditioned upon AGENCY’s acceptance of any other terms and conditions may be rejected.

SECTION 5:ADDITIONAL INFORMATION

5.1 RESERVED

5.2 GOVERNING LAWS AND REGULATIONS

This RFQ is governed by the laws of the State of Oregon. Venue for any administrative or judicial action relating to this RFQ, evaluation and award is the Circuit Court of Marion County for the State of Oregon; provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any Claim or from the jurisdiction of any court.

http://www.filinginoregon.com/index.htm

5.3 OWNERSHIP/PERMISSION TO USE MATERIALS

All Proposals submitted in response to this RFQ become the Property of AGENCY. By submitting a Proposal in response to this RFQ, Proposer grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Proposal solely for the purpose of evaluating the Proposal, negotiating an Agreement, if awarded to Proposer, or as otherwise needed to administer the RFQ process, and to fulfill obligations under Oregon Public Records Law (ORS 192.410 through 192.505). Proposals, including supporting materials, will not be returned to Proposer unless the Proposal is submitted late.

5.4 CANCELLATION OF RFQ; REJECTION OF PROPOSALS; NO DAMAGES.

Pursuant to ORS 279B.100, AGENCY may reject any or all Proposals in-whole or in-part, or may cancel this RFQ at any time when the rejection or cancellation is in the best interest of the State or AGENCY, as determined by AGENCY. Neither the State nor AGENCY is liable to any Proposer for any loss or expense caused by or resulting from the delay, suspension, or cancellation of the RFQ, award, or rejection of any Proposal.

5.5 COST OF SUBMITTING A PROPOSAL

Proposer shall pay all the costs in submitting its Proposal, including, but not limited to, the costs to prepare and submit the Proposal, costs of samples and other supporting materials, costs to participate in demonstrations.

5.6 STATEWIDE E-WASTE/RECOVERY POLICY

If applicable, Proposer shall include information in its Proposal that demonstrates compliance with the Statewide E-Waste/Recover Policy effective July 1, 2012.

5.7 RECYCLABLE PRODUCTS

Proposer shall use recyclable products to the maximum extent economically feasible in the performance of the Services or Work set forth in this document and the subsequent Contract. (ORS 279B.025)

SECTION 6: LIST OF ATTACHMENTS

ATTACHMENT A SAMPLE CONTRACT

ATTACHMENT B PROPOSER CERTIFICATION SHEET

ATTACHMENT C PRICING PROPOSALS

ATTACHMENT D CERTIFICATION OF COMPLIANCE WITH TAX LAWS

http://www.oregon.gov/DAS/OP/docs/107-009-0050_%20E-Waste%20Policy_Final.pdf

ATTACHMENT A - SAMPLE CONTRACT

State of Oregon

Contract for Services #6810

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Department of Corrections, (“Agency)” and ________, a [_______][doing business as _____] (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name and Title **Address **City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Contract Administrator Name, Title Agency-Division **Address **City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@oregon.gov

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

17.6 of this Contract.

1. Contract Term.

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

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

2.1. this Contract less all exhibits;

2.2. Exhibit D, (Federal Terms and Conditions);

2.3. Exhibit C (Special Terms and Conditions);

2.4. Exhibit A (Statement of Work);

2.5. Exhibit B (Required Insurance), and

2.6. Exhibit E (Independent Contractor Certification)

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

2.7. Exhibit F (Agency Specific)

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

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services.

Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to Agency upon delivery of a completed Deliverables to Agency. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, Agency will determine whether the Deliverables has the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverables has the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverables.

3.3. Rejection of Deliverables; Corrections. If Agency determines that a Deliverables does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverables, and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables.

Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 15 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, Agency may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverables as set forth in this Section, or

(ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $***,***.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract, and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

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

4.3. Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work or, if not set forth therein, to Agency’s Contract Administrator. Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement.

4.4. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor.

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

5. Contractor’s Personnel.

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

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

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

6. Independent Contractor; Responsibility For Taxes And Withholding

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

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

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

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

7. Subcontracts, Successors, And Assignments

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

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

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

8. Representations and Warranties.

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

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

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

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

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

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

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

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

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

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

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

8.2. Contractor’s Performance Warranties.

8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession;

8.2.2. The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract;

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

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

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

9. Ownership of Work Product.

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

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

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

9.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

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

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

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

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

9.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Contract.

9.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

10. Confidential Information.

10.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

10.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

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

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

10.5.…