C2022741_CanadaTradeFDI_RFP~1.docx

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Attached to
Trade and Investment Representative for Canada
Solicitation number
S-12300-00004878
Issued by
Oregon

About this file

This document is a Request for Proposals (RFP) issued by the Oregon Business Development Department (OBDD) to solicit proposals for a consultant to handle trade and foreign direct investment (FDI) recruitment as well as export assistance for Canada. The RFP focuses on target industries such as Advanced Manufacturing, Software and Information-Based Industries and Data Centers, and Bio Medical and Medical Device Manufacturers. The selected contractor will be required to develop a trade and investment strategy for Canada, refine target prospect parameters and value propositions, develop a social media strategy, generate and maintain a pipeline of prospective companies, and support up to three business recruitment/FDI missions to Canada during each 12-month contract cycle. Proposals are due by December 5, 2022 at 3:00 PM Pacific Time. The initial contract term is two years with the option to renew up to a maximum of eight years.

OBDD has a budget of $150,000 per year, for a total of $300,000 over the two-year contract period. The RFP outlines expectations for the contractor to achieve 10-20 solid leads and 2-5 concrete project commitments within each 12-month contract period. The RFP also requires the contractor to provide market research, market entry strategies, and social media support to promote Oregon exports to Canada.

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Request for Proposals:

TRADE AND INVESTMENT REPRESENTATIVE FOR CANADA

Proposal due date: December 5, 2022, 3:00 PM Pacific Time

OBDD RFP no. C2022741 OregonBuys no.

Open Market Bid S-12300-00004878

Single Point of Contact (SPC):

Mr. Devon Thorson, Contracts Officer Oregon Business Development Department (Business Oregon) 775 Summer St., NE, Suite 200 Salem, OR 97301-1280 Telephone: (971) 600–4484 Email: Devon.T.Thorson@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 for a consultant to handle foreign direct investment (FDI) recruitment as well as trade and export assistance for Canada. FDI recruitment should focus primarily on the Department’s target industries such as Advanced Manufacturing (Renewable Energy, Metals and Transportation Equipment), High Tech Manufacturing (Electronics/Precision Instruments), Software/Information-Based Industries and Data Centers, and Bio Medical and Medical Device Manufacturers. Final industry focus will be determined and mutually agreed upon during the first 30 days of the contract. Trade and export assistance and promotion should focus primarily on the Department’s identified industries including: Aerospace, Defense, Advanced Manufacturing, Food and Beverage, Business Services, and Outdoor Gear and Apparel.

Business Oregon’s budget for these services is $150,000 per year, for a total of $300,000 over two years.

The Department anticipates the award of one Contract from this RFP. The initial term of the Contract is anticipated to be two years with the option to renew up to a maximum of eight years.

1.2 DESCRIPTION OF SERVICES NEEDED / PROPOSED STATEMENT OF WORK

During the term of this Contract, Contractor shall perform the following services:

CANADA TRADE AND INVESTMENT STRATEGY:

During first 30 days of the Contract, Contractor shall partner with the Department’s Global Strategies and Recruitment (GSR) team to create a Canadian FDI outreach and trade strategy. Specifically, the Contractor shall work with the team to get input on a Canadian FDI outreach and marketing plan for the year to help focus and hone which industries/industry sectors are prime trade and investment opportunities that will provide the best return to the state and Oregon businesses. The strategy must be geared towards developing both trade and investment targets in Canada with emphasis on the target industries. Services may include: targeting FDI business prospects poised for US and West Coast expansion, developing trade and sales missions either in-person or virtually, developing opportunities to share Oregon’s pitch and value proposition, market research for small-sized exporters, vetting potential brokers or customers, finding new business partners, identifying trade shows or other traded sector events, assisting with webinars and educational events to help Oregon exporters with market entry and market expansion services. Final edits to the submitted plan will be finalized within the first 45 days of the Contract.

FOREIGN DIRECT INVESTMENT

Target Prospect Parameter Refinement: During the first 60 days of the Contract, Contractor shall partner with the GSR team to develop mutually agreed upon parameters for prospective leads and set high priority outreach targets for Oregon small-sized exporters that are interested in Canada. Paramenters shall include developing minimum criteria for targeted companies, including minimum projected job numbers, financial standing and ability to manage and implement projects from abroad.

Messaging and Value Proposition Refinement: During the first 60 days of the Contract, Contractor shall partner with the GSR team to refine and update the Oregon FDI value proposition for Canadian audiences and export promotion opportunities. Specifically, the Contractor shall work with the GSR team to gain input on a Canadian FDI value proposition and create marketing materials (PowerPoint, web-based materials, and brochure). Marketing materials will favorably promote the state of Oregon and Oregon products and services to audiences involved in key traded sector industries.

Social Media Strategy: During the first 90 days of the Contract, Contractor shall partner with the GSR team and the Department’s Communications team to develop a low-cost social media campaign to more effectively disseminate information regarding Oregon’s value proposition to Canadian prospects.

Project Pipeline Development and Virtual Meetings: Contractor shall generate and maintain a verified pipeline of company leads and potential projects in Canada and mutually vetted and agreed upon markets for target industry sectors that may result in FDI opportunities in Oregon. This shall be the Contractor’s principal responsibility. Specifically, Contractor shall:

a. Work with the GSR team to discuss and agree on industry-specific companies to contact during the term of this Contract. Contactor should emphasize company decision-makers and/or high-ranking corporate officials.

b. Conduct target industry analysis for up to four (4) mutually agreed upon sectors. Contractor shall prepare and share information in reports provided to the Department at mutually agreed upon intervals during the life of the Contract.

c. Develop database of companies to be contacted during the term of the Contract. The database should include a mutually agreed upon number of Canadian firms who are anticipated to expand into the U.S., especially west coast opportunities, in the next 0-3 years. To account for rapid changes taking place in the global economy, the database will be developed in mutually agreed upon intervals during the life of the Contract.

d. Arrange for monthly virtual meetings with prospective companies, an average of 3-5 meetings per month (or 36-60 meetings total per year) for the 12-month Contract term. Relationships should be maintained with companies deemed to have characteristics that could portend future projects into the U.S. West Coast.

e. Provide simple one-page company overviews to the GSR team at least 36 hours prior to each virtual meeting which includes company background and relevant information to provide context for the initial discussion.

f. Enter details of virtualmeetings and interactions, and other meetings and events, into monthly reports submitted to the GSR team. Monthly report input shall include:

· Investment leads generated from all sources as well as descriptions

· Companies contacted and a summary of communications

· Virtual conferences, webinars and seminars and exhibitions participated in

· Strategic alliances/intermediaries contacted and a summary of communications

g. The Contractor should pre-schedule a monthly review and planning call with the GSR team and submit a monthly report of the activities undertaken during the past month and that are proposed for the upcoming month. Both parties may agree to a more frequent meeting schedule.

h. Cultivate FDI commitments and target solid leads during the Project Pipeline Development process.

The Department expects the Contractor will achieve 10-20 solid leads and 2-5 concrete project commitments within each 12-month Contract month period.

Outbound Missions: The Contractor shall support up to 3 (three) business recruitment/FDI missions to Canada during each 12 (twelve) month Contract cycle. One of these missions should be a Governor’s mission or Agency Director mission. Additional costs for high level meetings, additional protocols or receptions can be negotiated separately. During these trade missions, the Contractor shall also support integration of business retention/aftercare meetings.

For each outbound mission, the Contractor shall assist with message development, coordinating travel, logistics, and accommodations as well as arranging meetings with prospects. The GSR team will communicate frequently with the Contractor during the weeks leading up to the mission to develop an agenda and travel plan which can be revised as new meetings are confirmed. A detailed mission agenda and briefing document shall be shared by Contractor with Department staff prior to departure from Oregon to Canada.

Other Duties:

Contractor shall also conduct the following activities:

a. Ongoing Market Intelligence – The Contractor shall inform the GSR team about important changes as they occur in Canada which may impact foreign direct investment.

b. Annual Inbound Visit by Contractor to Oregon – The Contractor will visit Oregon one-week per year for a 5-business/work day inbound visit to meet with the GSR team, additional Department staff, Oregon businesses and economic development partners. The cost of this inbound trip shall be included in the total Contract amount.

c. Event Participation—The Contractor shall participate in occasional mutually agreed upon industry roundtables, SelectUSA events, conferences, or trade shows as a representative of Business Oregon.

GLOBAL TRADE AND EXPORT PROMOTION

Market Research for identified key industries For each of the industry targets, provide a market synopsis within 60 days of Contract execution. The synopsis should include valuable information for Oregon exporters such as:

· Size of the market and market assessments for Oregon exporters

· Consumer trends, needs and perceptions of targeted products

· Domestic and international competition analysis

· Oregon’s unique value proposition in the market

· Identification of regulatory, certification, trade and other barriers and opportunities for small business exporters

· Potential support from Canadian and foreign governments for Oregon exports

Identify Market Entry and Go-to-market strategies for Oregon small and medium sized Businesses, such as:

· Using the services of an in-country distributor or agent.

· Acquiring an existing local business.

· Partnering with a local business. (This could take various forms, such as franchising, licensing, a joint venture, co-production, and cross-manufacturing.)

· Opening a physical presence. (This could be anything from buying or renting an office to hiring a local representative.)

· Selling through online marketplaces and social media platforms

· Offering direct sales through an e-commerce site.

· Selling indirectly to a target market through another company that exports Oregon products or uses them as components.

Provide market entry strategies to industry groups and small-sized businesses, including the following:

· Provide assistance to an anticipated 5-10 companies per month.

· Provide trade leads for US products, whether targeted industries or not, to GSR team.

· Recommend a market development plan for at least 3 industry groups within the first 90 days of project initiation. This should be a 12-month plan with periodic updates.

· Recommend targeted trade shows or trade missions for Oregon exporters.

· Meet with global trade specialists at regular intervals.

· Present to Canadian industry groups as opportunities arise.

· Liaison with Canadian industry groups and government entities to garner information that may be useful for trade/export market development.

· Identify foreign buyers interested in Oregon products or services.

· Track and report export sales accomplished though this Project Provide Social Media Strategy, including the following:

· For Oregon exports, social media will promote Oregon small businesses and direct international buyers to the appropriate resources and contacts in Oregon.

· Promote events or networking opportunities for Oregon businesses and GSR team.

· Publish and promote success stories from successful Oregon exporters.

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 (email preferred; mail or fax are acceptable) 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 not later than (7) calendar days prior to the Proposal due date 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 Department 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 at https://www.oregon.gov/biz/programs/homeareas/contracts/. 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 designated procurement staff 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.

1.4PROTESTS
1.4.1RFP PROTESTS

Proposers who believe RFP specifications are unnecessarily restrictive or limit competition may submit a protest to the SPC. Protests concerning the RFP, including requests for change of particular provisions, specifications, or Personal Services Contract terms and conditions, must be submitted in writing to the SPC not later than (7) calendar days prior to the Proposal due date specified on the cover page of this RFP. A protest must clearly, specifically and in detail explain the reason(s) for the protest and specify any proposed changes to the RFP specifications. Department will respond to protests in writing. Department will not consider any solicitation protest submitted after the deadline established in this subsection.

1.4.2 PROTESTS TO ADDENDA

Prospective Proposers may submit a written protest of anything contained in the respective Addendum. Protests to Addenda, if issued, must be submitted by the date/time specified in the respective Addendum, or they will not be considered. Protests of matters not added or modified by the respective Addendum will not be considered.

1.4.2 AWARD PROTESTS

An affected offeror will have 7 calendar days from the date of the intent to award notice to file a written protest. A Proposer is an affected offeror only if the Proposer would be eligible for an award in the event the protest was successful and is protesting for one or more of the following reasons:

· All higher ranked proposals are non-responsive.

· Agency has failed to conduct an evaluation of proposals in accordance with the criteria or process described in the RFP.

· Agency abused its discretion in rejecting the protestor’s proposal as non-responsive.

1.5 DUE DATE

Proposals must be received by December 5, 2022 on or before 3:00 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. The email subject or reference line for all submittals must include the RFP title and RFP number.

Proposals will be received only at the SPC’s email address.

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 AND PAGE LIMIT FOR PROPOSALS

The Department will accept Proposals in electronic files compatible with Microsoft Office applications. The signed cover sheet required by section 1.9 must be submitted as a .PDF file. Files more than 15 megabytes must be submitted incrementally. Proposals must not be submitted as .zip, .exe or .com files.

Proposers may choose how to allocate pages between any sections, within the overall page limit. The Proposal must not exceed 20 pages total (excluding the work sample and Cover Sheet (Attachment A)). Department will consider the pages up to that allowable number 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 COVER SHEET

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.

1.10 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.

1.11 TERMS AND CONDITIONS

By submitting its Proposal, the selected Proposer agrees to be bound by the terms and conditions of the State of Oregon Personal/Professional Services Contract that is attached to this RFP as Attachment B, 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 Included
|_|Proposal Does Not Include Conditional Language About Terms and Conditions
|_|Public Records Disclosure Exemption Statement Included (If Applicable)
2.0INFORMATION REQUESTED FROM PROPOSERS; SCORED CRITERIA

Scoring for the Project Implementation Plan, Capabilities and Experience, FDI Assessment, and Billing Rates will be separate, and each Task will be scored based on the categories described below.

The combined responses to the criteria in each subsection of this Section 2.0 must not exceed the total allowable page limit described in Section 1.8. The Department will consider the pages up to that allowable number and discard all pages in excess of the allowable number.

2.2.1 Project Implementation Plan 50 Points

Please provide answers to the following prompts:

· Provide a description of the techniques, approaches, and methods that you believe are most applicable for this project and critique the proposed statement of work with your confirmations, potential risks, and recommended changes or optional tasks to include.

· Please describe the process or protocols you will use as you conduct Trade/Export and FDI strategies for Canada. With these circumstances, describe the type of strategy you will use to achieve the desired results. Provide factual details on your process in project pipeline development and what success and/or experience you have in developing and facilitating trade and investment leads, meetings, events, and targeted outreach.

· Share details on your process for organizing Outbound Trade and Investment Missions and the results you have achieved with trade and investment missions.

· Provide an overview of how you have assisted other countries and/or US states with market entry (export) strategies. Please include how many companies/entities have you assisted, value of export sales, or other success stories.

· Business Intelligence and Lead Identification- Please describe your sources (to the extent you are able) and approach for identifying prospects. Additionally, it is important for the GSR team to receive business development intelligence–please describe how will you report that information back to the Business Oregon team.

· Provide a list of current and pending state, provincial and municipal clients and discuss your methods and procedures for handling conflicts and potential conflicts between similarly situated clients.

2.2.2. Proposer’s Capabilities and Experience 25 Points

Please provide answers to the following prompts:

(1) Provide brief bios of the 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:

· Knowledge and experience related to Trade/Export and FDI.

· Minimum of five years of proven experience in Trade/Export and FDI of which includes experience in the target industries.

· Current network of businesses and industry association contacts in Canada

· Business language fluency (speaking, reading, and writing) in English and French.

· Knowledge and experience related to Canada market. (Special consideration will be given to firms who can demonstrate unique experience, expertise and success in Western Canada.)

(2) Attach a copy of a work sample for a project comparable to Department’s need. (Excluded from page limit.)

(3) You may optionally provide additional resumes or links to online resumes (such as LinkedIn), which will not count toward the page limit.

2.2.3 Oregon FDI Assessment and Approach to Lead Generation 15 Points

· Please include a brief assessment of Oregon’s ability to attract FDI from Canada and develop export opportunities for Oregon business including perceived competitive advantages and weaknesses.

· Outline your planned approach to trade and investment lead generation including research methods, databases and other tools that will be used in your work.

2.2.4 Value 10 Points

· Please list billing rates for the team members described in Section 2.2.2, and any other costs.

In addition to the scored criteria in this Section 2.0, Proposers must also submit contact information for two references who can address proposer’s skill in relation to this RFP and in what capacity they can speak to the skills.

3.0 EVALUATION PROCESS

The selection process will be administered in accordance with the authority and procedures in OAR Chapter 123, Division 6 and OAR 137-047-270. 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 set forth in Section 2.

Without limiting the possibilities allowed under OAR 137-047-0261, 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 137-047-0261, 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 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 Services Contract (Attachment B, 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.

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 TRADE and INVESTMENT REPRESENTATION FOR CANADA RFP 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 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: 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 40CFR1506.5(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
C2015024 Federal Ports Advocacy RFP final.docPage 13

RFP ATTACHMENT B – SAMPLE CONTRACT

STATE OF OREGON PERSONAL/PROFESSIONAL SERVICES CONTRACT

Number _____ Title: _____ 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 on ___________________, _______ 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 and Standards of Conduct.
a.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.
b.In the course of performing Services under this Contract, the Parties understand that Contractor and its employees or agents may be recruiting and marketing business opportunities that are not exclusive to the State of Oregon. Contractor agrees to comply in good faith with its obligations under this Contract and conduct its business activities under this Contract using only legal and ethical means, adhering to honesty in advertising and representation. Contractor agrees to treat businesses fairly and objectively, avoiding any unfair or deceptive practice and competing for business within lawful, reasonable and customary practice.
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.

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