Oregon Employment Department Contracts and Procurement Services 875 Union Street NE Salem, OR 97311

REQUEST FOR QUOTATION (RFQ)

***THIS IS NOT AN ORDER******

RFQ S-47100-00017862

Issuing Office: Oregon Employment Department Contracts & Procurement Services Agency Single Point of Contact:

Name: Vickie Tipton Address: 875 Union Street NE Salem, OR 97311 Phone: 971-718-7969 Email: Vickie.L.Tipton@employ.oregon.gov

OFFER DUE DATE AND TIME: October 7, 2026, by 10:00 AM

SUBMIT OFFER TO EMAIL: Vickie.L.Tipton@employ.oregon.gov

Vendor Name________________________________ Federal ID No:_____________________

Address:______________________________________ Phone:__________________________

City, State, Zip:_____________________________________ Fax:________________________

1. Mandatory pre-bid meeting and site visit

Agency will hold a mandatory pre-Bid conference with a separate site visit. The purpose of the pre-Bid conference is to explain the RFQ requirements and to answer procurement related questions. The purpose of the site visit is to view job site and ask site related questions.

Statements made at the pre-Bid conference and site visit are not binding upon Agency unless followed by an addendum to the RFQ and posted to OregonBuys.

Pre-Bid conference:

Will be held on 09/17/2026 at 11:00 AM (P.S.T Pacific), via teams link:

https://teams.microsoft.com/meet/295502724672940?p=GmMRko1Yci2tTb25iT Meeting ID: 295 502 724 672 940 Passcode: 5YL9Nb99

Site visit with MANDATORY RSVP to Christian.l.hargrove@employ.oregon.gov, Will be September 29, at 11:00 AM P.S.T., located at OED WorkSource Ontario, 375 SW 2nd Avenue, Ontario, OR 97914

RFQ – 27-006 Ontario Snow and Ice Removal S-47100-00017862

2. Scope of Services:

a) Any reference to brand names is meant as descriptive not restrictive. Alternate bids will be considered on products which meet or exceed products indicated on quote. Vendor is to clearly indicate alternate proposals.

b) Any brand name listed in the specifications as “or equal” or “or equivalent” shall establish the minimum requirements for quality, utility, durability, function, purpose, etc. Other product brands may be offered that are equal to or better than the product brand name. Bidder may show cost differences, alternates and options in the space provided in the quote. This clause is not meant to be restrictive, but to set the minimum standard. AGENCY SHALL DETERMINE, IN ITS SOLE DISCRETION, WHETHER A PRODUCT OFFERED IS “EQUAL.” When the designation is “or equal” or “equivalent” Agency shall make its decision after Bid Closing.

c) Bidders must provide a quote for:

DESCRIPTION: Snow and Ice Removal Ontario WorkSource

Bidders must provide a quote for Snow and Ice Removal Services as necessary for safe operation and transit within the OED location described in Exhibit A Section 1.B. Ensure snow and ice removal services remain in compliance to Ontario City ordinance 8-3-8.

This contract applies only to parking lots and sidewalks and does not apply to any rooftop snow removal for the building.

All direction, authorization, approval and communication will be solely between Contractor and OED Contract Administrator. Any direction received elsewhere shall immediately be reported to the contract administrator.

Contractor shall provide Snow and Ice Removal Services as necessary for safe operation and transit within the OED Location described in Exhibit A Section 1.B

Contractor shall monitor the four-day weather forecasts, current conditions, accumulations of snow, and physically inspect the property to determine whether services need to be rendered.

Contractor shall perform snow and ice removal services prior to 7:00AM Monday through Friday for building opening and as needed throughout the day, as approved, and directed by the OED Contract Administrator or delegate.

All Services shall be completed by 7:30 a.m., unless directed otherwise by the contract administrator or the weather event creates the need for additional services during business hours.

Contractor shall be available for Service calls during normal business hours Monday through Friday (6:00AM – 7:00 PM), excluding state holidays.

Contractor shall maintain all sidewalks and parking lots free of snow when depth exceeds one and one half (1 ½) inches.

Contractor shall keep the sidewalk access ramps to streets and building entry points clear of ice and snow and shall apply deicing or snow melt product as needed prior to forecasted freezing levels. See Exhibit B – Sidewalk and Parking Lot Plan.

Contractor shall remove snow from City sidewalks, parking lot, and parking lot approaches.

Clear snow and ice from office entry ways.

Contractor shall apply de-icing or snow melt product on City sidewalks as well as walking and driving paths to trash/recycle/storage areas, to ensure designated access and path remains free of snow and ice. All de-icing products must be a minimum of green product certified with anti-caking agent and corrosion inhibitor quality or better. Salt products and/or corrosive de-icing products are prohibited, either by direct or indirect application.

Contractor shall remove snow build-up next to the curb and parking wheel stops.

All wheel stops that have been dislocated or removed in the course of snow removal services shall be replaced and/or returned to their original location.

Contractor shall move snow to the predetermined location on the premises, labeled in Exhibit B.

Contractor shall not allow snow to be repositioned from OED property onto adjoining property, city streets or blocking lanes of travel on property or neighboring properties.

SEE ATTACHMENT A – STATEMENT OF WORK FOR FULL DETAILS

3. Offer Submittal

a) Offers must be received on or before the Offer Due Date and Time at the location identified above to be considered. Agency, in its sole discretion, may extend the Offer Due Date and Time.

b) Offers will only be accepted by e-mail to the Single Point Contact email identified above.

c) Offers will not be accepted after the Offer Due Date and Time.

4. Submittal Requirements

a) Offers must include submission of the Pricing Sheet (Exhibit No. 1) which must be signed by an authorized representative of the Offeror.

b) Offers must contain information about the company providing the services, including the number of years it has been in the field, and contain a description of the subscription services.

c) Offers must include a list of features provided by the subscription which contain at least 4 features listed in Section 3 above.

d) “Offerors shall review the Example Contract attached to this RFQ, Exhibit C, including all of its Attachments and Exhibits. By submitting an Offer, the Offeror acknowledges its ability to comply with the contract terms, conditions, and requirements contained in the Example Contract.”

e)

5. Evaluation and Award

a) Agency, in its sole discretion, may reject all Offers or cancel this RFQ at any time.

b) Submissions will be reviewed to determine if all Submittal Requirements have been met. Those meeting the Submittal Requirements will be evaluated to determine the “Best Value” for the State. “Best Value” is based solely on Agency’s determination of what best meets its needs, taking into account price as well as the following considerations:

Experience, Features offered, and Other factors including, but not limited to o Quality o Delivery o Timeliness o Cost

c) Agency’s determination is final.

d) The Offeror with the most advantageous Offer will be awarded a contract. Agency may negotiate contract Terms and Conditions with the successful Offeror. Agency may award all or a portion of the Services requested, in its sole discretion.

EXHIBIT 1

Pricing Sheet

DESCRIPTION: ____Snow and Ice Removal Ontario WorkSource_________________

MSA # (if applicable) _________

Vendor Name________________________________ Federal ID No:_____________________

Address:______________________________________ Phone:__________________________

City, State, Zip:_____________________________________ Fax:________________________

All Pricing Must Be Held Firm For 30 Days

DESCRIPTION PRICE PER UNIT TOTAL

Hourly Rate Sidewalks PER HOUR/

Per Person

Snow Plow PER VISIT $

Deicing PER Pound $

Base Charge Minimum PER TRIP $

Materials COST PLUS 20%

Equipment Fees AT COST

Authorized Representative’s Signature Name and Title Date

EXHIBIT A

STATEMENT OF WORK

Services to be performed under the contract awarded include the following:

1. Control Monitoring:

a. All work shall be monitored and authorized by the OED Contract Administrator as defined below:

OED Contract Administrator:

Christian Hargrove, Senior Construction Project Manager 2 Cell: 541-280-0482 E-mail: Christian.L.Hargrove@employ.oregon.gov Or OED_PROPERTY_AND_RISK_MANAGEMENT@employ.oregon.gov

b. Work performed at the following location:

Employment Department Ontario Field Office 375 SW 2nd Avenue Ontario, OR 97914

b. The OED Contract Administrator shall monitor contract performance, provide direction, coordination, authorization of services and serve as the “single point of contact” for the Contractor.

c. Contractor and Contractor’s personnel must check in with OED’s Contract Administrator and check out before leaving the premises.

a. Contractors’ failure to communicate either at the start and/or end of service with OED Contract Administrator will result in only approval for base charge or 1 hour of service, whichever is greater. All additional costs will be bore by the contractor.

b. If no communication is received by OED’s Contract Administrator for the service, it shall be considered cancelled by the contractor and will not be billed to OED.

d. Upon request and scheduling, Contractor shall respond to all Service calls within three (3) hours or as mutually agreed between Contractor and OED Contract Administrator. If Contractor is unable to perform services, Contractor shall notify the OED Contract Administrator no less than twenty-four (24) hours in advance.

e. Inclement weather and hazardous conditions may require the state to close or curtail business operations. In the event of an office closure, the OED Contract Administrator will notify the Contractor as soon as possible to ensure Services are not performed.

f. This contract applies only to parking lots and sidewalks and does not apply to any rooftop snow removal for the building.

I. All direction, authorization, approval and communication will be solely between Contractor and OED Contract Administrator. Any direction received elsewhere shall immediately be reported to the contract administrator.

a. All work conducted outside the approved work by OED Contract Administrator shall be considered unbillable.

J. INSPECTIONS

a. The OED Contract Administrator will conduct inspections of the work completed, following submittal of the service record.

i. Contractor shall be notified in writing of any deficiencies found. Contractor shall have 24 hours to rectify any problems after notification of service is completed.

b. Contractor shall submit a service record for each visit that includes

i. Date and time of visit

ii. Personnel on site

iii. Work performed

iv. Issues noted or concerns to be aware of

v. Products applied

vi. Photos of work before and after

2. Snow and Ice Removal Services:

a. Contractor shall provide Snow and Ice Removal Services as necessary for safe operation and transit within the OED Location described in Exhibit A Section 1.B

b. Contractor shall ensure provided snow and ice removal services remain in compliance to Ontario City ordinance 8-3-8, as follows:

i. Removal of snow, ice, rubbish.

1. (A) The tenant or occupant, or if unoccupied, the owner of property shall, within forty-eight (48) hours from the time of accumulation of leaves, snow, ice, rubbish or other litter and obstructions on the sidewalks abutting the property, free said sidewalk of such accumulation and obstructions.

2. (B) The tenant or occupant, or if unoccupied, the owner of property shall not in any circumstance plow, push or otherwise place into the public right of way, any snow, ice, rubbish or other litter and obstructions.

3. (C) Penalty. Any person violating any of the provisions of this Section shall be guilty of a violation and upon conviction thereof shall be punishable as provided in Section 1-4-1 of the City Code.

i. (Ord. 1996, 1-7-80)

ii. (Ord. No. 2652-2010, § 1, 11-15-2010)

ii. Code may be altered or changed at any time, Contractor shall ensure that services are provided within the current and or most stringent variation of the applicable code

c. Contractor shall monitor the four-day weather forecasts, current conditions, accumulations of snow, and physically inspect the property to determine whether services need to be rendered.

d. The OED Contract Administrator shall inspect the property as needed to determine whether unsafe conditions exist and may, at their discretion, request additional applications of de-icing or snow melt applications to mitigate any potential safety issues.

a. All services will be requested in compliance with Exhibit A Section 1

e. Contractor shall perform snow and ice removal services prior to 7:00AM Monday through Friday for building opening and as needed throughout the day, as approved, and directed by the OED Contract Administrator or delegate.

f. All Services shall be completed by 7:30 a.m., unless directed otherwise by the contract administrator or the weather event creates the need for additional services during business hours.

g. Contractor shall be available for Service calls during normal business hours Monday through Friday (6:00AM – 7:00 PM), excluding state holidays.

h. Contractor shall maintain all sidewalks and parking lots free of snow when depth exceeds one and one half (1 ½) inches.

i. Contractor shall keep the sidewalk access ramps to streets and building entry points clear of ice and snow and shall apply deicing or snow melt product as needed prior to forecasted freezing levels. See Exhibit B – Sidewalk and Parking Lot Plan.

j. Contractor shall remove snow from City sidewalks, parking lot, and parking lot approaches. Clear snow and ice from office entry ways.

k. Contractor shall apply de-icing or snow melt product on City sidewalks as well as walking and driving paths to trash/recycle/storage areas, to ensure designated access and path remains free of snow and ice. All de-icing products must be a minimum of green product certified with anti-caking agent and corrosion inhibitor quality or better. Salt products and/or corrosive de-icing products are prohibited, either by direct or indirect application.

l. Contractor shall apply de-icing or snow melt product at handicap parking spaces, and the space adjacent to ensure safe access and to keep area free of ice. All de-icing products must be a minimum of green product certified with anti-caking agent and corrosion inhibitor quality or better. Salt products and/or corrosive de-icing products are prohibited, either by direct or indirect application.

m. Contractor shall remove snow build-up next to the curb and parking wheel stops. All wheel stops that have been dislocated or removed in the course of snow removal services shall be replaced and/or returned to their original location.

n. Contractor shall move snow to the predetermined location on the premises, labeled in Exhibit B.

o. The OED Contract Administrator will determine when the snow is to be removed from the premises. Upon request, the Contractor shall remove the excess snow to an off-site location, as determined by Contractor.

a. Contractor shall ensure that the snow is moved to a location that contractor has written permission to place snow and/or a licensed facility that can handle such.

b. Contractor will submit all documentation for the removal of snow from OED with the invoice as service is conducted.

p. Contractor shall not allow snow to be repositioned from OED property onto adjoining property, city streets or blocking lanes of travel on property or neighboring properties.

3. Parts and Materials.

a. Contractor must provide all materials needed to provide snow and ice removal service as described. OED will pay cost plus up to 20% mark-up. Upon OED’s request, Contractor must provide original materials receipts.

b. Materials utilized shall be appropriate and rated for the service and shall adhere to all industry standards and codes for installation.

i. Contractors failing to utilize material to comply with industry standards and codes will be responsible for removal of non-approved material and replacement with industry standard, contract and/or code compliant materials.

c. Contractor shall submit prior to start of operations an SDS for a “Green” Snow Melt and/or deicer product for approval by the contract administrator.

i. Contractor shall not swap from approved product without approval from contract administrator.

ii. Contractor shall ensure reasonable availability of selected product to conduct services for that season.

d. OED shall only pay for material utilized during services.

e. Contractor shall not utilize excessive amounts of material.

i. Material utilized shall be in appropriate amounts and locations as described to not cause harm or degradation to the property or surrounding area.

4. Quality of Service:

a. All services must be performed by individuals that are licensed or their qualified employee in a highly professional manner and in accordance with the highest industry standards.

b. Contractor must be licensed in the State of Oregon to perform the services required.

c. Contractor shall be responsible to ensure that they have the necessary staff to respond to and complete all work within this contract

d. Contractor must maintain all required licensing, insurance and certifications for the duration of the contract.

e. Contractor shall ensure that care is taken during all work performed to minimize or eliminate any future issues with the site as a result of work completed within this contract.

f. Contractor shall be responsible for ensuring all work is conducted within applicable state, federal and city laws, codes and regulations. Including obtaining all permits and authorization to conduct the work in compliance with this section.

g. Contractor will ensure that all work is completed in a timely manner and shall ensure that services are appropriately conducted and warnings indicated until completion.

h. Contractor shall perform all work in accordance with industry standards and manufacturer requirements.

i. Contractor shall ensure all equipment and tools utilized for this service are maintained and fully functional. Including but not limited to:

i. No drips or leaks of fluids

ii. Appropriate warning indicators

5. Performance, Safety Standards and Provisions:

a. Safety precautions are a high priority. Contractor shall safeguard all public and private property surrounding the work area. Contractor shall protect the building structure, its occupants, vehicles and nearby pedestrians. Contractor shall take all precautions to protect its employees assigned to do the work.

b. Contractor shall provide OED with two copies of the Safety Data Sheet (SDS) for all materials that is going to be used onsite that require an SDS under Occupational Safety and Health Administration (OSHA) standards. No materials requiring an SDS can be stored at the site.

c. Contractor shall ensure that the work site is kept orderly, cleaned up and that all snow and ice has been removed from the direct and surrounding area at the end of each work period and relocated to the appropriate site. Failure to do so will require that OED take necessary action to cleanup at the Contractor’s expense.

6. Invoices:

a. Contractor shall:

i. Include a copy of the Inspection Report, Work Order, and any associated estimates for each visit.

ii. All invoices must be submitted on a time and materials basis for all contracted service work.

iii. Invoices shall include the following information (Exhibit C, Section 3):

1. Contract #XX-XXX

2. Invoice #

3. Invoice Date

4. Date of Service

5. Total Labor Hours Charged

6. Labor Rate (standard/overtime/double-time)

7. Total Invoice Amount

8. Total Materials Purchased/Itemized

9. Name of Technician(s)

b. Contractor shall send invoices to Agency electronically to:

OED_ACCT_PAY@employ.oregon.gov and Christian.L.Hargrove@employ.oregon.gov ; Attn: Accounts Payable, including details listed and at a frequency as agreed upon with Agency.

EXHIBIT B

Site Map

Exhibit C

EXAMPLE CONTRACT

OED# ##-###

State of Oregon

Contract for Services

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Employment Department, (“Agency)” and [CONTRACTOR] (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Contractor Name/Owner Street Address City State zip Phone Email

Agency's Contract Administrator for this Contract is:

Oregon Employment Department Christian Hargrove, Senior Construction Project Manager 2 875 Union Street NE Salem, Oregon 97311 971-283-5335 Christian.L.Hargrove@employ.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 is 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 DATE. 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, (Required 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)

2.7 ATTACHMENT 1 Letter of Assurance for Criminal Record Check (CRC)

2.8 ATTACHMENT 2 Bid Pricing

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 $000,000. 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 C, Section 3(b).

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 during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any such authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at: http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

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:

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

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

9.1.4 “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.

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.

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.

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 Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency.

11. Indemnity by Contractor

11.1 Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses

(collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract.

11.2 Legal Counsel. If Contractor is required to defend the State of Oregon or Agency or their officers, employees, or agents under Section 11.1, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above.

11.3 Damages to State Property and Employees. Contractor is liable for all Claims for personal injury, including death, damage to real property and damage to tangible and intangible personal property of the State of Oregon or any of its employees, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless, or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract.

11.4 CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE ANY CLAIM

REFERENCED IN THIS SECTION WITHOUT THE EXPRESS WRITTEN CONSENT OF AGENCY.

12. Limitation of Liabilities

12.1 EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION

11, CONTRACTOR’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE

LIMITED TO ONE AND ONE HALF TIMES THE MAXIMUM-NOT-TO-EXCEED AMOUNT OF

THIS CONTRACT.

12.2 EXCEPT FOR LIABILITY TO THIRD PERSONS ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION 11, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST

PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR

INCIDENTAL DAMAGES.

13. Insurance. Contractor shall maintain insurance as set forth in Exhibit B.

14. Default; Remedies; Termination

4.1 Default by Contractor. Contractor will be in default under this Contract if:

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

14.1.1 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within 14 calendar days after Agency’s…