C2022277_RFP_DEITrainingDevelopmentandDelivery_finalforPDF.docx

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OSP - PUMPS
Solicitation number
S-29100-00003739
Issued by
Marion County, Oregon

About this file

This is a Request for Proposals (RFP) issued by the Oregon Business Development Department (OBDD) for Diversity, Equity, and Inclusion (DEI) training development and delivery services. The Department seeks one or more contractors to develop and deliver two customized DEI training programs designed to help approximately 160 staff members incorporate equity and inclusion into their daily operations. The services include conducting kickoff meetings, developing customized training content with exercises and handouts, coordinating content review with the Department's DEI team, and delivering two separate training programs consisting of three or more 90-minute sessions each, offered in in-person, live-virtual, or hybrid formats in Salem, Oregon. The RFP also requires interim support and implementation strategies between and after trainings. Proposals are due August 2, 2022, at 1:00 p.m. Pacific Time, with an anticipated contract start date of September 1, 2022. The initial contract term is one year with options to renew up to a cumulative maximum of five years, and the Department reserves the right to amend the contract to include additional years of services and related activities.

Proposers must demonstrate at least two years of experience developing and delivering DEI training to diverse audiences at varying stages of their DEI journey and at least two years of experience facilitating meetings via virtual, in-person, and hybrid formats. The maximum budget for services is $45,000, with costs formatted as deliverables-based billing that must include all travel expenses within Oregon state per diem rules. Evaluation will be scored on Proposer Capabilities and Experience (40 points), Project Approach (40 points), and Cost (20 points). Proposers must submit three professional references, a signed cover sheet, and a work sample demonstrating comparable project experience. The Department reserves the right to negotiate contract terms and conditions in accordance with the standard State of Oregon Personal/Professional Services Contract, which requires professional liability insurance of $1,000,000, general liability insurance of $1,000,000, and automobile liability insurance of $1,000,000. No incumbent vendor information is provided, and no specific set-asides for disadvantaged enterprises are designated, though the Department encourages good faith diversity efforts in subcontracting and compliance with Oregon's certification office for business inclusion and diversity.

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RFP [###-####-##] – [RFP title]

ATTACHMENT F - REFERENCE CHECK FORM

Request for Proposals:

DIVERSITY, EQUITY, AND INCLUSION TRAINING DEVELOPMENT AND DELIVERY

Proposal due date: August 2, 2022, at 1:00 p.m. Pacific Time

OBDD RFP no. C2022277 OregonBuys no. S-12300-00003741

Single Point of Contact (SPC):

Tabatha Hoge, Procurement and Contracts Specialist Oregon Business Development Department 775 Summer St., NE, Suite 200 Salem, OR 97301-1280 Telephone: 971-382-2721 Email: tabatha.l.hoge@biz.oregon.gov

1.0SOLICITATION INFORMATION AND REQUIREMENTS
1.1GENERAL INFORMATION

The State of Oregon, acting by and through the Oregon Business Development Department (“Department” or “Business Oregon”), is issuing this Request for Proposals (“RFP”) for training development and delivery services focused on diversity, equity and inclusion (“DEI”).

The Department anticipates awarding one or more Contracts from this RFP to provide the requested services beginning September 1, 2022. The initial term of the resulting contract is anticipated to be one year with options to renew up to a cumulative maximum of 5 years, or a maximum not-to-exceed value referenced in ORS 279B.070.

1.2BACKGROUND \ DESCRIPTION OF SERVICES NEEDED \ PROPOSED TASKS
1.2.1BACKGROUND

The Department is the state’s economic development agency. With more than 80 grant, loan, and investment programs in place, the Department’s core functions include rural community development and infrastructure financing; business retention, expansion, and recruitment; export promotion and international trade; industry research, development, and entrepreneurship; small business assistance; and support for arts and cultural organizations. The Department has approximately 160 staff members, serving across the state of Oregon and is strongly committed to diversity, equity, and inclusion being part of its everyday operations.

Proposers should review and understand the following source material:

· Prosperity for All Oregonians: Business Oregon Strategic Plan // 2018-2022 https://www.oregon.gov/biz/Publications/Business Oregon Strategic Plan 2018-22.pdf

· Oregon’s 10-Year Innovation Plan (2021) https://www.oregon.gov/biz/Publications/InnoPlan2021.pdf

· Diversity, Equity, & Inclusion Assessment Insights (2021) – please see RFP supporting document #1 on OregonBuys posting

1.2.2 DESCRIPTION OF SERVICES NEEDED

The Department seeks two DEI trainings customized for Business Oregon. The trainings should engage Department staff on how they can incorporate DEI in their day-to-day work and how DEI impacts their work. The trainings should be holistic (not separate and distinct) and emphasize that DEI is a component of every piece of the work that Department staff accomplish. The initial training should be broad and organically lead into the topic(s) of the second training.

1.2.3 PROPOSED SCOPE OF WORK

Proposers may expand and add detail to this proposed scope of work based on their expertise and prior experience. The final scope of work will be negotiated between the apparent successful Proposer(s) and the Department. The scope of work may include, but is not limited to the following:

· Conduct a kickoff meeting with the Department’s DEI team to plan DEI training #1 and any activities or exercises that will be used in the training.

· Develop customized content for training #1 – including in-session exercises, handouts, and any interim supplemental work/activities between trainings to maximize effectiveness.

· Coordinate with the Department’s DEI team for review of training content (and modifications as requested) prior to delivery.

· Deliver training #1 content:

· Facilitate (3 or more) 90-minute training sessions. Trainings shall be provided using a combination of the following methods:

· In-person (Salem, OR)

· Live-virtual

· Hybrid (In-person and virtual)

· Conduct training # 1 debrief meeting with the Department’s DEI team, plan any interim activities/exercises (if applicable), and plan DEI training #2.

· Develop customized content for training #2 – including in-session exercises, handouts, and any interim supplemental work/activities between trainings to maximize effectiveness.

· Coordinate with the Department’s DEI team for review of training content (and modifications as requested) prior to delivery.

· Deliver training #2 content:

· Facilitate (3 or more) 90-minute training sessions. Trainings shall be provided using a combination of the following methods:

· In-person (Salem, OR)

· Live-virtual

· Hybrid (In-person and virtual)

· Conduct training #2 debrief meeting with the Department’s DEI team.

· Provide interim support including but not limited to providing strategies for ongoing implementation of the provided content.

· If there are additional potential value-added services not listed here, Proposers are encouraged to include them as part of their proposal package.

Approximate Project Timeline: September 1, 2022 – June 30, 2023

In addition to negotiations over the tasks proposed in this RFP, Department reserves the right to amend the resulting contract to include additional years of services and other activities reasonably related to the subject matter.

1.3 QUESTIONS AND CLARIFICATIONS

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

All questions must be received by July 20, 2022, on or before 3:00 p.m. Pacific Time by the SPC specified on the title page of this RFP.

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

The Department will provide addenda by posting them to OregonBuys. In addition, the Department may directly provide addenda to directly solicited firms. Anyone who has received a copy of this RFP from a source other than Department is responsible for checking with the SPC or online postings. Department is not responsible for sending addenda to any unknown potential Proposers.

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

1.4 NO AWARD PROTEST REQUIREMENTS

As an Intermediate Procurement, no award protest opportunity is required or allowed.

1.5 DUE DATE

Proposals must be received by August 2, 2022, on or before 1:00 p.m. Pacific Time. Absolutely no Proposals will be accepted after this date and time. Department relies on the State of Oregon email system clock to determine the correct time and is not responsible for any delays or difficulties experienced in the transmission of any Proposal. Please do not wait until the last minute to email your Proposal; it will be too late to correct any problems.

1.6 ELECTRONIC RESPONSES BY EMAIL ONLY

Only electronic proposals sent by email are acceptable. Proposals sent by fax, regular mail, and physical deliveries are not acceptable. Please reference the RFP title and RFP number in email subject line.

Proposals will be received only at the following email address: tabatha.l.hoge@biz.oregon.gov.

The Department will accept Proposals in electronic files compatible with Microsoft Office applications. The signed cover sheet required by section 2.2.1 must be submitted as a .PDF file. Files in excess of 15 megabytes must be submitted incrementally. Proposals must not be submitted as .zip, .exe or .com files.

1.7 NO LATE OR MISDIRECTED SUBMISSION OF PROPOSALS

Submittals that are late or misdirected will be considered non-responsive, without exception. The Department is not responsible for errors of any kind involved with electronic submission, nor for notifying Proposers of complete or incomplete receipt of a Proposal.

1.8 FORMAT FOR PROPOSALS

A Proposal must be organized in accordance with the list of scored criteria in section 2.2. A Proposal must not exceed 10 pages total (excluding the Cover Sheet (Attachment A), the requested references (Attachment B), and the requested work sample referred to in section 2.2.3.1). Department will consider the pages up to the allowable number overall and specified in specific subsections of section 2.2 and discard all pages in excess of the allowable number.

One (1) page is defined as: one side of a single 8-1/2" x 11" page, with 12-point minimum font size for the substantive text. Proposers may use their discretion for the font size of other materials (e.g., graphics, charts). Any page or partial page with substantive text, graphics, charts, resumes, etc., will be counted as one (1) page.

1.9 PUBLIC RECORDS

This RFP, and one copy of every proposal accepted in response to it, will be kept by Department and made a part of its records. All accepted Proposals will become part of the public file without obligation to Department. If a Proposal contains any information that may be exempt from disclosure under the Oregon Public Records Law, ORS 192.311 through 192.431, the Proposer must clearly designate that portion of its Proposal it considers to be exempt, along with a justification and citation to the authority relied upon. Application of the Uniform Trade Secrets Act (UTSA), ORS 646.461 and 646.475, and the Oregon Public Records Law will determine whether any information is actually exempt from disclosure. Identifying an entire Proposal as exempt from disclosure is not acceptable and will not be effective to exempt the Proposal or any part of it from disclosure. Failure to identify the portion of the Proposal claimed as exempt from disclosure, and to specify a justification and the authority relied upon, will be deemed a waiver of any future claim based on disclosure of that information.

1.10 TERMS AND CONDITIONS

By submitting its Proposal, the selected Proposer agrees to be bound by the terms and conditions of a standard State of Oregon Personal/Professional Services Contract, including requirements for insurance as determined by Department. Any Proposal that is conditioned on Department’s acceptance of any other terms and conditions or rights to negotiate will be rejected as non-responsive.

PROPOSAL SUBMISSION CHECKLIST FOR USE BY PROPOSERS - INFORMATION ONLY

|_|Due Date Met
|_|Proposal Addressed Correctly
|_|Proposal in Acceptable Electronic File Type(s)
|_|Proposal Format and Page Limit Requirements Met
|_|Signed Cover Sheet (Attachment A) Included
|_|List of References (Attachment B) Included
|_|Proposal Does Not Include Conditional Language About Terms and Conditions
|_|Public Records Disclosure Exemption Statement Included (If Applicable)
2.0PROCUREMENT REQUIRMENTS; SCORED CRITERIA
2.1MINIMUM PROPOSER REQUIREMENTS
2.1.1At least two years’ experience developing and delivering DEI training to diverse audiences that are at different places on their DEI journey.
2.1.2At least two years’ experience facilitating meetings via virtual, in-person, and hybrid formats.
2.2MINIMUM SUBMISSION REQUIREMENTS
2.2.1COVER SHEET (no page limit)

A Proposal must include a completed Cover Sheet (substantially in the form of RFP Attachment A), signed by a duly authorized representative of the Proposer empowered to bind the Proposer. The signed cover sheet required by this section must be submitted as a .PDF file.

2.2.2 REFERENCES (no page limit)

Proposers must fill out and submit RFP Attachment B, listing applicable references. References will not be scored, but may be used as part of a “responsibility” check to verify the Proposer’s ability to perform.

2.2.3SCORED INFORMATION
2.2.3.1Proposer’s Capabilities and Experience40 Points maximum

Please provide answers to the following prompts:

· 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 developing and delivering DEI training to diverse audiences that are at different places on their DEI journey.

· Knowledge and experience related to facilitating meetings via virtual, in-person, and hybrid formats.

· Include a list of at least two projects performed within the past five years that are most similar to the requested services, and describe the size and scope of the projects, duration, Proposer’s role or responsibility, primary activities, and notable results of your work

· Please attach a copy of the work product(s) for the one project most comparable to Department’s need.

2.2.3.2 Project Approach 40 Points maximum

· Provide a description of the techniques, approaches and methods that you believe are most applicable for our Department and critique the information in section 1.2 with your confirmations, potential risks, and recommended changes or optional tasks to include.

· Describe anything about your approach that likely sets you apart from others.

· Please articulate the key factors for success and failure, and how your firm manages these.

2.2.3.3 Cost 20 Points maximum

· Proposer must show what can be accomplished within a budget of $45,000, formatted as deliverables based.

· Please list billing rates for the team members listed, and any other costs. Please include travel expenses in hourly rates or as part of a project’s costs and not billed as a separate expense. Under no circumstances may travel and per diem reimbursements exceed Oregon state per diem rules.

3.0 EVALUATION PROCESS

The selection process will be administered in accordance with the authority and procedures in ORS 279B.070, and OAR Chapter 123, Division 6 and OAR 137-047-0270. Proposals received on time will be reviewed against any Pass/Fail criteria. Proposals meeting those criteria will be forwarded to an evaluation committee that will independently score each Proposal according to the scored criteria in Section 2.2.

Without limiting the possibilities allowed under OAR 137-047-0270, the Department may, at any time in its sole discretion, (a) provide notice to a Proposer of selection for Contract negotiation and possible award; (b) gather more information for evaluation, (c) provide notice to a Proposer(s) of non-selection; or (d) provide notification to Proposer(s) that the RFP is cancelled (and either that the RFP may be resolicited or that Department intends to take no further action with respect to the RFP).

The Department reserves the right to employ any of the procedures allowed by Oregon Administrative Rule 137-047-0270, such as additional competitive steps or Proposals, modified or additional selection criteria, interviews, competitive simultaneous discussions or negotiations, etc. Information or issues revealed by a Proposer’s questions or Proposal, may, in the Department’s sole discretion, trigger such modifications or further steps. If there are further steps beyond the initial Proposal and scoring, the scoring results from the first step and any subsequent step will be added together.

Department reserves the right to reject any or all Proposals for good cause if it is in the public interest, and is not liable for any costs a Proposer incurs while preparing or presenting its Proposal or during further evaluation stages.

4.0CONTRACT AWARD REQUIREMENTS
4.1NEGOTIATIONS

The Department, in its sole discretion, reserves the right to negotiate all terms and conditions in the attached Sample Contract (Attachment C) to the extent allowed by law.

If negotiations with the top ranked Proposer are not successful, Department may terminate negotiations and begin negotiating with the next highest ranked Proposer.

4.2 CERTIFICATES OF INSURANCE

The Contractor will be required to provide certificates of insurance for the insurance coverages required by the Personal/Professional Services Contract (Attachment C, Exhibit B).

4.3 CONTRACTOR RESPONSIBILITIES

The Contractor shall assume responsibility for any and all contractual matters, including performance of work and the stated deliverables finalized in the Contract, whether the Contractor, an agent or an allowed subcontractor produces them.

C2022277_RFP_DEITrainingDevelopmentandDelivery.docx Page 8

RFP ATTACHMENT A - COVER SHEET & CERTIFICATIONS

STATEMENT OF PROPOSAL to Oregon Business Development Department __________________________________________ (Legal Name of Proposer) accepts all the terms and conditions contained in the “DIVERSITY, EQUITY, AND INCLUSION TRAINING DEVELOPMENT AND DELIVERY” RFP, and a standard State of Oregon 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 _____________________________ Affirmative Action, Nondiscrimination: Department is an equal-employment-opportunity employer and values diversity in its work force. It also requires Proposers to have an operating policy as an equal employment opportunity employer, and to follow good faith diversity efforts when subcontracting.

We certify that we have a formal statement of nondiscrimination in employment policy and have an affirmative action program if over 50 employees. (Firms of 50 people or less do not need a formal program, but must have a policy). Does your firm have 50 or more employees? |_| Yes |_| No We also certify that we have not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055, and will follow good faith efforts in ORS 200.045 during any subcontracting.

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 RFP.
|_|Our firm has a potential or reasonably perceived financial or other interest in the outcome of the services described in this RFP 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 RFP 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: 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 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.

Signature of Authorized Representative certifying the truth of all statements:

[signature]_________________________________________ [Type name] Date

RFP ATTACHMENT B - LIST OF REFERENCES

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

Proposer 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:__________________________________________
Reference Contact Name:__________________________________________
Contact Telephone Number:__________________________________________
Contact Email Address:__________________________________________
3. Reference Entity Name:__________________________________________
Reference Contact Name:__________________________________________
Contact Telephone Number:__________________________________________
Contact Email Address:__________________________________________

C2022277_RFP_ DEITrainingDevelopmentandDelivery.docx Page 11

RFP ATTACHMENT C – SAMPLE CONTRACT

STATE OF OREGON PERSONAL/PROFESSIONAL SERVICES CONTRACT

Number: Contract Number Title: Title This Contract (“Contract”) is between the State of Oregon, acting by and through its Oregon Business Development Department (“OBDD”), and Contractor Name (“Contractor”).

1.Effective Date and Duration. This Contract is effective once fully executed, and approved as required by applicable law. Unless terminated earlier, this Contract terminates when OBDD accepts Contractor’s performance or on Date and Year whichever date occurs first. Termination does not extinguish or prejudice OBDD’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.
3.Compensation. The maximum payable to Contractor under this Contract, which includes any allowable expenses, is $Dollar Amount . Subject to the terms and conditions of this Contract, OBDD shall pay Contractor for Services rendered under this Contract as described in Exhibit A.
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 Exhibit A and Exhibit B.
5.Independent Contractor; Responsibility for Taxes and Withholding
a.Contractor will perform all required Services as an independent contractor. Although OBDD 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, OBDD cannot and 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 OBDD, 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 OBDD is aware that Contractor is subject to backup withholding, OBDD 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 may not 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 OBDD’s prior written consent. In addition to any other provisions OBDD 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. OBDD’s consent to any subcontract, assignment or transfer does not relieve Contractor of any of its duties or obligations under this Contract. Any subcontractor, assignee or transferee is considered Contractor’s agent.
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. OBDD 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. OBDD has sufficient funds currently available and authorized for expenditure to finance the costs of this Contract within OBDD’s biennial appropriation or limitation. Contractor understands and agrees that OBDD’s payment of amounts under this Contract attributable to Services performed after the last day of the current biennium is contingent on OBDD receiving from the Oregon Legislative Assembly funding, appropriations, limitations, allotments or other expenditure authority sufficient to allow OBDD, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. Nothing in this Contract is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon.
b.OBDD will only pay for completed Services that are accepted by OBDD.
9.Representations and Warranties
a.Contractor’s Representations and Warranties. Contractor represents and warrants to OBDD 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, and (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 of this Contract, faithfully has complied with (i) all tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (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, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provision.
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 OBDD 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 OBDD 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 OBDD. 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 OBDD is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to OBDD any and all of its rights, title, and interest in such Work Product. Upon OBDD’s reasonable request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in OBDD. 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 OBDD 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 OBDD’s behalf.
To the extent Contractor has the authority, Contractor will sublicense or pass through to OBDD all intellectual property rights in the Work Product that are Third Party Intellectual Property. Contractor represents and warrants that it has provided written disclosure to OBDD of all Third Party Intellectual Property that must be independently licensed by the OBDD to fully enjoy the benefits of the Work Product. If Contractor failed to provide such written disclosure, Contractor will secure on OBDD’s behalf and in the name of OBDD 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 OBDD’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, OBDD, 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 Contract.
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, OBDD, 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, 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.OBDD’s Right To Terminate For Convenience. OBDD may, at its sole discretion, terminate this Contract upon 30 days notice to Contractor.
c.OBDD’s Right to Terminate For Cause. OBDD may terminate this Contract immediately upon notice to Contractor, or at such later date as OBDD may establish in such notice, upon the occurrence of any of the following events:
(i)OBDD 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 OBDD 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, certification, or agreement under this Contract, including but not limited to a violation of Section 9a(5) or a failure to comply with Section 15, 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 OBDD if OBDD fails to pay Contractor pursuant to the terms of this Contract and OBDD 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 OBDD, 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 OBDD.
(ii)In the event of termination pursuant to Section 13c(iii) or 13c(iv), OBDD has any remedy available to it under this Contract, at law or in equity, including but not limited to monetary damages. 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 OBDD expressly directs otherwise in such notice. Upon termination of this Contract, Contractor will deliver to OBDD all documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed. Upon OBDD’s request, Contractor will surrender to anyone OBDD 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 OBDD 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. OBDD’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 OBDD 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 OBDD 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 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.Notice. Except as otherwise expressly provided in this Contract, any notices will be given in writing by personal delivery, or mailing, postage prepaid, to:
OBDD:Contract Administrator

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 subsection (c) 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 subsection (c) 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 the exhibits that are attached hereto and by this reference incorporated herein 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 OBDD to enforce any provision of this Contract does not constitute a waiver by OBDD of that or any other provision.
27.Amendments. OBDD may agree to amend this Contract without conducting further solicitation activities, 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 OBDD or OBDD’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 OBDD (“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 OBDD 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 OBDD 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 OBDD to ensure the confidentiality and nondisclosure of the Confidential Information, including without limitation (i) obtaining nondisclosure agreements, in a form approved by OBDD, from each of Contractor’s employees and agents who are performing Services, and providing copies of such agreements to OBDD, 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 OBDD.

CONTRACTOR DATA AND CERTIFICATION

Name (tax filing):
Contractor
Address:
Address, City, State and Zip
Email:
Email
Telephone:
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…

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