BroadbandDeploymentContractor_RFQ.pdf

Request for Quote (“RFQ”) for

Broadband Deployment Program Consulting Services

Contracting Entity: Oregon Business Development Department Request Number: C2024153 OregonBuys No. S-12300-00009733

Open Date: 12 March 2024, 3:00 PM Pacific Time (PT) Close Date: 19 March 2024, 3:00 PM Pacific Time (PT)

Single Point of Contact (“SPC”):

Christian Nasset, Contract and Procurement Officer Oregon Business Development Department 775 Summer St., NE, Suite 200F Salem, OR 97301- 1280 Telephone: (971) 382-2343 Email: christian.nasset@biz.oregon.gov

1) General Information

The State of Oregon, acting by and through the Oregon Business Development Department (“Department” or “Business Oregon”), is seeking consulting services to assist with Broadband Deployment Program applications. This may include, but is not limited to, an assessment of the proposed network design, construction and implementation timelines, compliance with federal requirements, reasonableness of the cost, feasibility, and likelihood of success.

The Broadband Deployment Program (“BDP”) is supported by Coronavirus Capital Projects Fund moneys appropriated to the State of Oregon from the U.S. Treasury (“Treasury”) and is planned to run from 2024- 2026. The State of Oregon received an allocation from the Treasury of $156,795,418 from the Coronavirus Capital Projects Fund established by Section 604 of the Social Security Act, as added by Section 9901 of the American Rescue Plan Act of 2021 (“ARPA CPF”).

States must select among the eligible uses outlined in the U.S. Treasury Guidance and create a Grant Plan for submission and approval by the U.S. Treasury. Oregon has elected to utilize its entire allocation to fund broadband infrastructure projects. The Oregon Broadband Office webpage for the Broadband Deployment Program is located here: https://www.oregon.gov/biz/programs/BDP/Pages/default.aspx.

https://www.oregon.gov/biz/programs/BDP/Pages/default.aspx

The Broadband Office anticipates a 1-month application window starting in late March. The Application schedule is described in the Handbook found on the Broadband Deployment Program page linked above, but can be summarized approximately as follows:

- Application Window (1 month)

- Curing period (14 days)

- Federally-Enforceable Commitment check (30 days)

- Challenge Period (30 days)

- Challenge Review, Technical Evaluation, and Scoring (6-8 weeks)

The program will utilize an online application that outputs to Salesforce for staff evaluation. Applicants will be required to submit questionnaire responses, supporting attachments, and a list of locations they propose to serve. Location data will be collected in the form of FCC/CostQuest Fabric ID's using a template. All locations proposed as part of applications will be publicly posted on the Oregon Broadband Map (https://tools.oregonexplorer.info/geo_agol_viewer/index.html?viewer=broadband#). Staff will utilize a scoring matrix that awards points based on the number of underserved locations (lacking wired 100/20 Mbps), the number of unserved (lacking wired 25/3 Mbps), the price offered to consumers, and whether certain priorities (listed in the Handbook) are satisfied.

2) Description of Services:

The selected bidder will score applications to assess the proposed network design, construction and implementation timelines, compliance with federal requirements, reasonableness of cost, feasibility, and likelihood of success. Desired qualifications for consulting services include but are not limited to:

- Substantial knowledge of the broadband ecosystem, including last mile, middle mile, and long-haul networks; wireline, wireless, and satellite technologies; telecommunications network design, and construction and deployment costs and best practices.

- Substantial knowledge of federal funding streams for broadband in the American Rescue Plan Act, the Infrastructure Investment and Jobs Act, and other ongoing sources of federal funding administered by the Federal Communications Commission, United States Department of Agriculture, and others, and associated rules and regulations.

- Substantial prior experience working with funding solicitations, quote review and evaluation, bid selection, award contracts, post-award program compliance, reporting, and audit.

- Substantial prior experience working with state and local governments and private telecommunications service providers.

3) Contract Term:

The effective date of any resulting contract is expected to begin in May 2024, or the date that all required signatures and approvals are obtained. The contract is anticipated to expire, unless otherwise terminated or extended, on 31 May 2025. Upon the written agreement between the proposer and OBDD, the contract may be extended for additional periods of service upon mutually agreeable terms.

4) Change In Service Specifications (Amendments) Contractor shall contact Business Oregon at any time Contractor feels that changes or modifications in the performance specifications or requirements would result in improved Services. Business Oregon will not be obligated to agree to any such recommendations. Further, Business Oregon, in its sole discretion, may at any time during the term of the Contract reduce the scope of Services to be performed.

5) Contact Individuals Contractor shall designate one or more persons (“Key Persons”) for the contract. The name, address and telephone number of Contractor Key Persons must be always made available to Business Oregon.

https://tools.oregonexplorer.info/geo_agol_viewer/index.html?viewer=broadband

6) Quote Requirements

a. Provide brief bios of key member(s) who will be performing the work on this project, and their associated role, responsibilities and committed percentage availability. Please provide information that demonstrates the team’s knowledge and experience related to the description of services listed in Section 2 (no more than two pages).

b. Please list billing rates for the team members listed, and any other costs.

c. Describe capability to complete the requested services, including an explanation about how much the bidder is willing and able to accommodate any level of work and scheduling, and include any limitations.

7) Submittal Requirements:

a. Quote

b. Attachment A: Cover Sheet & Certifications Statement

c. Attachment B: List of References

8) Evaluation and Award:

Quote 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 Fit” for the State. “Best Fit” is based solely on the evaluator’s determination of what best meets the needs of the OBDD taking into account price as well as considerations including, but not limited to, experience, expertise and contractor responsibility. The evaluator’s determination is final.

Responses that are contingent upon acceptance of additional terms and conditions may be rejected.

The bidder with the quote determined to be the “Best Fit” will be awarded a contract. OBDD reserves the right to negotiate contract terms and conditions with the successful bidder.

Upon Notice of Intent to Award the successful bidder will be required to complete and return the following documents. OBDD will send the documents to the successful bidder with the Notice of Intent to Award.

a. W9

b. Tax Compliance Certification

c. Certificates of Insurance for the insurance coverages required by the Personal Services Contract

(Attachment C, Exhibit B).

9) Questions:

The Single Point of Contact (SPC) for this RFQ is identified on the Cover Page, along with the SPC’s contact information. All inquiries, whether relating to the RFQ process, administration, deadlines, award, or to the intent or technical aspects of the services must be submitted by email to the SPC. All inquiries should reference the RFQ number; identify the Bidder’s name and contact information; and refer to the specific area of the RFQ being questioned (i.e. page, section, and paragraph number if applicable).

All questions must be received no later than four days prior to the close date of this solicitation by the SPC specified on the title page of this RFQ.

Substantive questions and answers will be issued as official addenda to this RFQ. Changes or modifications to this RFQ shall be binding on Business Oregon only if in the form of written addenda issued by Department.

The Department will provide addenda by posting them to Oregon Buys, and on the Department’s website. In addition, the Department may directly provide addenda to directly solicited firms. Anyone who has received a copy of this RFQ from a source other than the Department is responsible for checking with the SPC or online postings for any notifications or addenda. Department is not responsible for sending addenda to any unknown potential Bidders.

Department may require any clarification it needs to understand a quote.

10) Submission of Quotes:

Only electronic proposals sent by email to the SPC or via digital upload on OregonBuys are acceptable.

quotes sent by fax, regular mail, or physical delivery are not acceptable. The email subject or reference line for all submittals must include the RFQ title and RFQ number.

Bidders shall provide a minimum of three references (Attachment B) for equivalent services to those described in this RFQ performed within the last 48 months.

Business Oregon shall not be responsible for any failure attributed to the transmission, or receipt of emailed quotes. Bidder should confirm Business Oregon receipt.

Business Oregon reserves the right to accept any quote or any part or parts thereof, negotiate the statement of work, or to reject any or all quotes and cancel the RFQ. Submission of a quote does not constitute an agreement between Business Oregon and bidder, nor does it secure or imply that bidder will be selected.

All costs incurred in preparing and submitting a quote in response to the RFQ are the responsibility of the bidder and shall not be reimbursed by Business Oregon.

RFQ ATTACHMENT A - COVER SHEET & CERTIFICATIONS

STATEMENT OF QUOTE to Oregon Business Development Department

__________________________________________ (Legal Name of Bidder) accepts all the terms and conditions contained in the Broadband Deployment Program Consulting Services RFQ and the attached sample Contract (as they may have been modified or reserved for negotiation).

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

Mailing Address

Type name of contact/authorized representative:

Email address:

Telephone: Other:

Type name of person(s) authorized to sign Contract:

Nondiscrimination and Good Faith Efforts with COBID Office: The State of Oregon prohibits unlawful discrimination in employment, including but not limited to discrimination because of race, national origin, color, sex, gender identity, sexual orientation, age, religion, physical or mental disability, military status, marital status, or family status. Bidder certifies that Bidder understands and will follow applicable civil rights and employment laws.

Bidder certifies that to the best of Bidder’s knowledge, that Bidder has not discriminated and will not discriminate, in violation of ORS 279A.110(1), against a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a service-disabled veteran-owned business or an emerging small business enterprise certified under ORS 200.055 in awarding a subcontract.

Bidder certifies that Bidder will make good faith efforts to encourage disadvantaged business enterprises, minority-owned businesses, woman-owned businesses, service-disabled veteran-owned businesses and emerging small businesses to participate in any subcontracting by Bidder by taking the actions listed in ORS 200.045(3)(a)-(j). Such good faith efforts include working with the Certification Office for Business Inclusion and Diversity (COBID) and utilizing the list of certified enterprises and businesses.

Responsibility Certifications Has your company ever been declared in breach of any contract to provide services for unperformed or defective work?

Yes No

If “yes,” explain.

Has any employee or agent of your company been convicted under state or federal law of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property or any other offense indicating a lack of business integrity or business honesty?

Yes No

If “yes,” explain.

Has your company or any employee or agent of your company been indicted under state or federal false claims or antitrust laws, or charged with any other criminal offense arising out of obtaining, attempting to obtain, or performing a public or private contract or subcontract? Yes No

If “yes,” explain.

During the last ten years, has your firm changed majority ownership or been the debtor in a bankruptcy case?

Yes No

If “yes,” explain.

Does your firm have any outstanding judgments pending against it? Yes No

If “yes,” explain.

During the last ten years, has your firm been a party to litigation, arbitration or mediation where the amount in dispute exceeded $10,000? Yes No

If “yes,” explain. (Include court, and party names.)

Conflicts of Interest: Please select (only) one of the following three options:

Our firm has no current, known actual, potential, or reasonably perceived, financial or other interest in the outcome of the services described in this RFQ.

Our firm has a potential or reasonably perceived financial or other interest in the outcome of the services described in this RFQ as described here: ___________________. Our firm proposes to mitigate the potential or perceived conflict according to the following plan: ___________________________.

Our firm has an actual financial or other interest in the outcome of the services described in this RFQ as described here: ___________________.

What does “financial interest” mean?

If your firm, or employee of your firm working on the project (or a member of the employee’s household), will/may or may be perceived to receive or lose private income depending on government business choices based on your firm’s services, findings or recommendations, this must be listed as a financial interest. An example would be ownership in physical assets affected by government business choices related to these services. The possibility of contracting for further consulting services is not included in this definition and is not prohibited.

What does “other interest” mean?

If your firm, or employee of your firm working on the project (or a member of the employee’s household), will/may or may be perceived to have political, legal or any other interests that will affect what goes into your firm’s services, findings or recommendations, or will be/may be, or may be perceived to be, affected by government business choices related to these services, this must be listed as an other interest.

Tax Information and Tax Compliance: Any individual signing on behalf of Contractor hereby certifies under penalty of perjury: (a) Contractor’s correct taxpayer identification number is [ ___________]; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, for a period of no fewer than six calendar years preceding the Effective Date of this Contract, Contractor has faithfully has complied with and is not in violation of: (i) all tax laws of this state, including but not limited to those included in: ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and local taxes administered by the Department of Revenue; (ii) 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; (iii) 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; and (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; and(d) Contractor is an independent contractor as defined in ORS 670.600; (e) if required by 40 CFR 1506.5(c), Contractor has no financial or other interest in the outcome of the project; and (f) in the event that Contractor is a general partnership or joint venture, that Contractor signature(s) on this Contract constitute certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this Contract.

Signature of Authorized Representative certifying the truth of all statements:

[signature] [Type name] Date

RFQ ATTACHMENT B - LIST OF REFERENCES

Department may check to determine whether these references support bidder’s ability to comply with the requirements of this RFQ. Department may use references to obtain additional information, or verify any information needed. Department may contact any reference (submitted or not) to verify bidder’s qualifications.

Bidder must provide at least three references from current or former client for similar projects performed within the last four years. References must be able to verify the quality of that related work.

1. Reference Entity Name: __________________________________________

Reference Contact Name: __________________________________________

Contact Telephone Number: __________________________________________

Contact Email Address: __________________________________________

2. Reference Entity Name: __________________________________________

3. Reference Entity Name: __________________________________________

Attachment C – Sample Contract

STATE OF OREGON PERSONAL/PROFESSIONAL SERVICES CONTRACT

Number _____

Title: Broadband Deployment Consulting Services

This Contract is between the State of Oregon, acting by and through its Oregon Business Development Department (“Department”), and ________________________ (“Contractor”).

1. Effective Date and Duration. This Contract is effective once fully executed, and approved as required by applicable law. Unless terminated or extended, this Contract expires when Department accepts Contractor’s performance or 31 May 2025, whichever date occurs first. Expiration or termination does not extinguish or prejudice Department’s right to enforce this Contract with respect to any breach of a Contractor warranty or any default or defect in Contractor performance that has not been cured.

2. Statement of Work. The Statement of Work (the “Services”), including the delivery schedule for such Services, is contained in Exhibit A, attached.

3. Compensation

a. The [maximum, not-to-exceed compensation] payable to Contractor under this Contract, which includes any allowable expenses, is $____________ and is more particularly described in Exhibit A – Compensation.

b. Any progress payments to Contractor will be made only in accordance with the schedule and requirements in Exhibit A – Compensation.

4. Contract Documents. This Contract consists of the following documents, incorporated by reference, which are listed in descending order of precedence: this Contract less all exhibits, attached Exhibits A and B.

5. Independent Contractor; Responsibility for Taxes and Withholding

a. Contractor will perform all required Services as an independent contractor. Although Department reserves the right (i) to determine the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, Department will not control, and Contractor is responsible for determining, the means and manner of Contractor’s performance.

b. If Contractor is currently performing services for the State of Oregon or the federal government, Contractor by signature to this Contract declares and certifies that: Contractor’s Services to be performed under this Contract create no potential or actual conflict of interest as defined by ORS 244, and no rules or regulations of Contractor’s employing agency (state or federal) prohibit Contractor’s Services under this Contract. Contractor is not an “officer,” “employee,” or “agent” of Department, as those terms are used in ORS 30.265.

c. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract, and unless Department is aware that Contractor is subject to backup withholding, Department will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

6. Subcontracts and Assignment; Successors and Assigns

a. Except as described in Exhibit A, Contractor cannot enter into any subcontracts for any of the Services required by this Contract, or assign or transfer any of its interest in this Contract, without Department’s prior written consent. In addition to any other provisions Department may require, Contractor will include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by Sections 5, 6, 10, 11, 14, 15, and 18 of this Contract as if the subcontractor were the Contractor. Department’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

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

7. No Third Party Beneficiaries. Department and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, or is to be construed to give any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name and expressly described as intended beneficiaries of the terms of this Contract.

8. Funds Available and Authorized; Payments

a. No other agency or department of the State of Oregon will compensate Contractor for Services performed under this Contract. Department has sufficient funds currently available and authorized for expenditure to finance the costs of this Contract within Department’s biennial appropriation or limitation. Contractor understands and agrees that Department’s payment of amounts under this Contract attributable to Services performed after the last day of the current biennium is contingent on Department receiving from the Oregon Legislative Assembly appropriations, limitations, or other expenditure authority sufficient to allow Department, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

b. Department will only pay for completed Services that are accepted by Department.

9. Representations and Warranties

a. Contractor’s Representations and Warranties. Contractor represents and warrants to Department that

(1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract is a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) the Services under this Contract will be performed in accordance with the highest standards prevalent in the industry, and (4) Contractor will, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services.

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

10. Ownership of Work Product

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

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

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

(iii) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all Services that Contractor delivers or is required to deliver to Department pursuant to this Contract.

b. Ownership and License. All intellectual property rights in the Work Product created by Contractor pursuant to this Contract, including derivative works and compilations, are the exclusive property of Department.

All Work Product authored by Contractor under this Contract is deemed “work made for hire” to the extent permitted by the United States Copyright Act. To the extent the Department is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to Department any and all of its rights, title, and interest in such Work Product. Upon Department’s reasonable request, Contractor will execute such further documents and instruments reasonably necessary to fully vest such rights in Department. Contractor forever waives any and all rights relating to original Work Product created pursuant to this Contract, 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.

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

To the extent Contractor has the authority, Contractor will sublicense or pass through to the Department all Third Party Intellectual Property. Contractor represents and warrants that it has provided written disclosure to the Department of all Third Party Intellectual Property that must be independently licensed by the Department to fully enjoy the benefits of the Work Product. If Contractor failed to provide such written disclosure, Contractor will secure on Department’s behalf and in the name of Department an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on Department’s behalf.

11. Indemnity

a. Claims for Other than Professional Liability. Contractor will defend (subject to ORS chapter 180), save and hold harmless the State of Oregon, the Oregon Business Development Commission and its members, the Oregon Business Development Department, their officers, agents and employees from all claims, suits or actions of whatsoever nature, including intentional acts resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this agreement.

b. Claims for Professional Liability. Contractor will defend (subject to ORS chapter 180), save and hold harmless the State of Oregon, the Oregon Business Development Commission and its members, the Oregon Business Development Department, their officers, agents and employees, from all claims, suits or actions arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors and subcontractors, agents or employees in performance of professional services under this agreement.

c. Control of Defense and Settlement. Contractor will have control of the defense and settlement of any claim that is subject to sections 11.a or 11.b; however, neither Contractor nor any attorney engaged by Contractor will defend the claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without first receiving authority to act as legal counsel for the State of Oregon from the Oregon Attorney General, in a form and manner determined appropriate by the Attorney General, nor will Contractor settle any claim on behalf of the State of Oregon without the approval of the Attorney General. The State of Oregon may, at its election and expense, assume its own defense and settlement.

12. Insurance. Contractor will provide insurance as indicated on Exhibit B.

13. Termination

a. Parties’ Right to Terminate For Convenience. This Contract may be terminated at any time by mutual written consent of the parties.

b. Department’s Right To Terminate For Convenience. Department may, at its sole discretion, terminate this Contract, in whole or in part, upon 30 days notice to Contractor.

c. Department’s Right to Terminate For Cause. Department may terminate this Contract, in whole or in part, immediately upon notice to Contractor, or at such later date as Department may establish in such notice, upon the occurrence of any of the following events:

(i) Department fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Contractor’s Services;

(ii) Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Services under this Contract is prohibited or Department is prohibited from paying for such Services from the planned funding source;

(iii) Contractor no longer holds any license or certificate that is required to perform the Services; or

(iv) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Services under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor’s performance under this Contract in accordance with its terms.

d. Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract upon 30 days’ notice to Department if Department fails to pay Contractor pursuant to the terms of this Contract and Department fails to cure within 30 business days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in such notice.

e. Remedies

(i) In the event of termination pursuant to Sections 13a, 13b, 13c(i), 13c(ii) or 13d, Contractor’s sole remedy is a claim for the sum designated for accomplishing the Services multiplied by the percentage of Services completed and accepted by Department, less previous amounts paid and any claim(s) which State has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor will promptly pay any excess to Department.

(ii) In the event of termination pursuant to Section 13c(iii) or 13c(iv), Department has any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under Section 13c(iii) or 13c(iv), the rights and obligations of the parties will be the same as if the Contract was terminated pursuant to Section 13b.

f. Contractor’s Tender Upon Termination. Upon receiving a notice of termination of this Contract, Contractor will immediately cease all activities under this Contract, unless Department expressly directs otherwise in such notice. Upon termination of this Contract, Contractor will deliver to Department all documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed. Upon Department’s request, Contractor will surrender to anyone Department designates, all documents, research or objects or other tangible things needed to complete the Services.

14. Records Maintenance; Access. Contractor will maintain all fiscal records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor will maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor’s performance. Contractor acknowledges and agrees that Department and the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives have access to such fiscal records and other books, documents, papers, plans and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor will retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

15. Compliance with Applicable Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Services under this Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with: (i) Title VI of Civil Rights Act of 1964;

(ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

Department’s performance under this Contract is conditioned upon Contractor’s compliance with the provisions of ORS 279B.220, 279B.230, 279B.235, and 279B.270, which are incorporated by this reference. Contractor shall continue to comply with the tax laws of this state or a political sub-division of this state during the term of the public contract.

16. Business Registration. Contractor has provided to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies to do business in the State of Oregon relative to this Contract.

17. Force Majeure. Neither Department nor Contractor will be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of Department or Contractor, respectively. Contractor will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

18. Survival. All rights and obligations cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 1, 8, 9, 10, 11, 13, 14, 15, 21, 25, and 26.

19. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

20. Notices and Communication. Except as otherwise expressly provided in this Contract, any communication between the parties or notices required or permitted must be given in writing by personal delivery, email, or by mailing the same, postage prepaid, to Contractor or Department at the addresses set forth below, or to such other persons or addresses that either party may subsequently indicate pursuant to this Section.

Any communication or notice by personal delivery will be deemed effective when actually delivered to the addressee. Any communication or notice so addressed and mailed will be deemed to be received and effective five

(5) days after mailing. Any communication or notice given by email becomes effective 1) upon the sender’s receipt of confirmation generated by the recipient’s email system that the notice has been received by the recipient’s email system or 2) the recipient’s confirmation of receipt, whichever is earlier. Notwithstanding this provision, the following notices may not be given by email: notice of default or notice of termination.

Department: Deputy Director Oregon Business Development Department 775 Summer Street Suite 200 Salem, OR 97301-1280

Contractor: According to the Contractor Data and Certification below or to such other addresses or numbers as either party may later designate pursuant to this Section 20. Any notice so addressed and mailed is deemed to be given five (5) days after mailing. Any notice by personal delivery is deemed to be given when actually delivered.

21. Severability. The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions are not affected, and the rights and obligations of the parties are to be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

22. Counterparts. This Contract may be executed in several counterparts, all of which when taken together constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract so executed constitutes an original.

23. Oregon False Claims Act. Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to this Contract. Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract.

24. Disclosure of Social Security Number. Contractor must provide Contractor’s Social Security number unless Contractor provides a federal tax ID number. This number is requested pursuant to ORS 305.385. Social Security numbers provided pursuant to this authority will be used for the administration of state, federal and local tax laws.

25. Choice of Law; Designation of Forum; Federal Forum

a. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

b. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County (unless Oregon law requires that it be brought and conducted in another county). Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum.

c. Notwithstanding the preceding paragraph, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon.

This Section applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon’s sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This Section is also not a waiver by the State of Oregon of any form of defense or immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

26. Merger Clause; Waiver. This Contract and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No waiver, consent, modification or change of terms of this Contract binds either party unless in writing and signed by both parties, and all necessary State approvals have been obtained.

Such waiver, consent, modification or change, if made, is effective only in the specific instance and for the specific purpose given. The failure of Department to enforce any provision of this Contract does not constitute a waiver by Department of that or any other provision.

27. Amendments. Department may amend this Contract to the extent provided in the solicitation document, if any, from which this Contract arose, and to the extent permitted by applicable statutes and administrative rules. No amendment to this Contract is effective unless it is in writing signed by the parties, and all approvals required by applicable law have been obtained.

28. Attorney Fees and Other Expenses. To the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, the prevailing party in any dispute arising from this Contract is entitled to recover from the other its reasonable attorney fees, costs and expenses at trial and on appeal. Reasonable attorney fees cannot exceed the rate charged to the State by its attorneys. The Contractor will, on demand, pay to the State reasonable expenses incurred by the State in the collection of such payments.

29. Confidential Information.

a. In the course of performing Services under this Contract, Contractor acknowledges that it and its employees or agents may be exposed to or acquire information that is confidential to Department or Department’s clients. Any and all information of any form obtained by Contractor or its employees or agents in the performance of this Contract shall be deemed to be confidential information of Department (“Confidential Information”). Any reports or other documents or items which result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (i) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (ii) is furnished by Department 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; or (iv) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

b. Standard of Care. Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the provision of Services to Department hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential.

c. Cooperation. Contractor agrees to comply with all reasonable requests by Department to ensure the confidentiality and nondisclosure of the Confidential Information, including without limitation (i) obtaining nondisclosure agreements, in a form approved by Department, from each of Contractor’s employees and agents who are performing Services, and providing copies of such agreements to Department, and (ii) performing criminal background checks on each of Contractor’s employees and agents who are performing Services, and providing a copy of the results to Department.

CONTRACTOR DATA AND CERTIFICATION

Name (tax filing):

Address:

Email:

Telephone: Facsimile:

Citizenship, if applicable: Non-resident alien Yes No Business Designation (check one):

Private for-profit, or non-profit Corporation Professional Corporation Partnership Limited Partnership Limited Liability Company Limited Liability Partnership Sole Proprietorship Other:

Above payment information must be provided prior to Contract approval. This information may be reported to the Internal Revenue Service (IRS) under the name and taxpayer identification submitted. (See IRS 1099 for additional instructions regarding taxpayer ID numbers.)

Information not matching IRS records could subject Contractor to 31 percent backup withholding.

ORS 200.090 requires all public agencies to “aggressively pursue a policy of providing opportunities for available contracts to emerging small businesses...” The Oregon Business Development Department encourages recipients and subrecipients to follow good faith efforts in ORS 200.045, available at https://www.oregonlegislature.gov/bills_laws/ors/ors200.html. Additional resources are provided by the https://www.oregonlegislature.gov/bills_laws/ors/ors200.html

Governor’s Office. The Office of Minority, Women, and Emerging Small Business at the Oregon Business Development Department maintains a list of certified firms and can answer questions. Search for certified MWESB firms on the web at:

https://oregon4biz.diversitysoftware.com/.

CONTRACTOR DATA AND TAX LAW CERTIFICATION

The undersigned certifies and swears under penalty of perjury that: I am authorized to act on behalf of Contractor, I have authority and knowledge regarding Contractor’s payment of taxes, the taxpayer identification number and other information provided on Contractor’s IRS W-9 form [or for an international vendor: W-8 series form] is correct, Contractor is not subject to tax withholding, and Contractor is not in violation of any Oregon tax laws, including but not limited to a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620. Contractor shall continue to comply with the tax laws of this state or a political subdivision of this state during the term of the public contract.

Contractor, by the signature below of its authorized representative, acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

CONTRACTOR: NO SERVICES MAY OCCUR PRIOR TO NECESSARY STATE APPROVALS

CONTRACTOR

Approval Signature Title Date

STATE

Approved as to Legal Sufficiency (All Contracts over $150,000, unless exempted) Date

DEPARTMENT

Approval Signature Title Date

SAMPLE CONTRACT EXHIBIT A – STATEMENT OF WORK AND COMPENSATION

[This is a placeholder and will be completed upon successful negotiation with Contractor.]

If Department determines that any deliverables are not acceptable and that any deficiencies are the responsibility of the Contractor, Department will prepare a detailed written description of any deficiencies and an associated time frame for correction, and deliver such notice to Contractor in a timely manner. Contractor will correct any deficiencies within the time specified in the notice and at no cost to Department. If the corrective work will cause any further delays in Contractor’s Services, the Contractor will submit a plan for regaining the delivery schedule for remaining Services under this Contract, unless otherwise allowed by Department.

The parties may mutually agree in writing to any adjustments to any delivery schedule for Contractor’s obligations under this Contract. Department approval must be given by a person with authority to contractually bind Department. In no event can the adjusted delivery schedule exceed the expiration date of the Contract.

https://oregon4biz.diversitysoftware.com/ https://www.irs.gov/pub/irs-pdf/fw8ben.pdf

EXHIBIT B – INSURANCE

During the term of this Contract, Contractor will maintain in force at its own expense, each insurance noted below:

1. Required by Department of contractors with one or more workers, as defined by ORS 656.027.

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, will comply with ORS

656.017 and will provide workers’ compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor will require and ensure that each of its subcontractors complies with these requirements.

2. Required by Department Not required by Department

Professional Liability insurance with a combined single limit, or the equivalent, of not less than $200,000, $500,000, $1,000,000, or $2,000,000 each claim, incident or occurrence This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this Contract.

3. Required by Department Not required by Department

General Liability insurance with a combined single limit, or the equivalent, of not less than $200,000, $500,000, $1,000,000, or $2,000,000 each occurrence for Bodily Injury and Property Damage. It will include contractual liability coverage for the indemnity provided under this Contract. The policy will be endorsed to name State of Oregon, the Oregon Business Development Commission and its members, and the Oregon Business Development Department, its officers and employees as Additional Insureds but only with respect to the Contractor’s commercial services to be provided under this Contract.

4. Required by Department Not required by Department

Automobile Liability Contractor will obtain, at Contractor’s expense, and keep in effect during the term of this Contract, Commercial Business Automobile Liability Insurance covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits).