C2023805_ImplementORGlobalOpp_RFP.pdf

Request for Proposals:

“Implementing Oregon’s Global Opportunity Plan- Consultant”

Proposal due date: January 19, 2024_at 9:00 a.m. Pacific Time.

OBDD RFP no. C2023805

Oregon Buys Open Market Bid S-12300-00009082

Single Point of Contact (SPC):

Mindee Sublette, Contracts Officer Oregon Business Development Department (Business Oregon) 775 Summer St., NE, Suite 200 Salem, OR 97301-1280 Telephone: (971) 600–7974 Email: mindee.sublette@biz.oregon.gov mailto:mindee.sublette@biz.oregon.gov

C2023805_ImplementORGlobalOpp_RFP.docx Page 2

1.0 SOLICITATION INFORMATION AND REQUIREMENTS

1.1 GENERAL INFORMATION

The State of Oregon, acting by and through the Oregon Business Development Department (“Department” or “Business Oregon” or “OBDD”), is issuing this Request for Proposals for a consultant to lead the initial implementation of Oregon’s Global Opportunity – a 5-year Strategic Plan - which involves aligning state and regional actions through global trade, foreign direct investment (FDI), and business recruitment work products.

The purpose of this RFP is to provide OBDD with a Contractor who has a given level of specialized skill, knowledge, and resources to develop work products and/or improve strategic alignment and collaboration across FDI and global trade partners, and other valued stakeholders statewide. Qualifications, performance history, expertise, knowledge, and the ability to exercise sound professional judgement are the key considerations in the selection process. Contractor with the lowest price or rate will not necessarily be awarded the Contract.

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. See full terms in Section 5 of the Sample Contract attached to this RFP.

The Contract will be paid with federal funding sources. The anticipated total compensation payable to the Contractor over the term of the Contract is not to exceed $200,000. This amount reflects total compensation, thus ranges to include Contractor compensation, written pre-approval of Contractor travel, Contractor communications/stakeholder engagement, and all other costs.

The anticipated method of compensation for the Contract will be a flat, monthly, fixed fee for services, reflecting all Contractor expenses.

The Contract is anticipated to be effective by February 2024 and is expected to expire June 30, 2024. The Department anticipates the award of one Contract from this RFP.

1.2 DESCRIPTION OF SERVICES NEEDED / PROPOSED STATEMENT OF WORK

OBDD is seeking a Contractor to provide professional services as identified below. The selected Contractor and OBDD will negotiate the final Statement of Work, within the scope of what is advertised here, for inclusion in the final Contract. During the term of this Contract, Contractor shall perform the following services:

Core Goal(s): Implementing Oregon’s Global Opportunity

OBDD recently released Oregon’s Global Opportunity, a stakeholder-driven, statewide 5-year Global Strategy Strategic Plan. Development of the Plan was commissioned to build upon Oregon’s history of engaging international markets and to conduct analysis of the state’s competitiveness in attracting foreign investment and supporting domestic firms with exporting activities after the onset of the global pandemic.

Additional efforts were extended to analysis of Oregon’s existing business climate and marketing initiatives.

https://www.oregon.gov/biz/Publications/Global_Strategy_Executive_Summary.pdf

C2023805_ImplementORGlobalOpp_RFP.docx Page 3

While the Plan confirmed Oregon’s international presence ($227.9B GDP in 2022, $30B goods and services exported in 2021), the state has additional potential to capture. Providing the appropriate structure, services and support to Oregon, its valued stakeholders, key industries, and tremendous assets is critical to its growth, dependence, and innovation.

OBDD is thus seeking a Contractor committed to overseeing and directing the following activities to develop work products and/or improve strategic alignment and collaboration across FDI and global trade partners, and other valued stakeholders statewide, which reflect prudent expenditure of public funds within the constraints of the services, context, and budget. The remainder of this Section 1.2 outlines Tasks to inform a future scope of work.

Task 1: International Market Opportunity Analysis

Contractor will analyze up to 15 mutually agreed upon international markets for potential and actual both global trade and foreign direct investment opportunities. Markets will include traditional/established markets such as Japan, Canada and Germany as well as markets with emerging potential such as the United Kingdom, Ireland, Mexico, Korea, Taiwan, Vietnam and 3-6 additional markets that are mutually agreed upon. Analysis will provide data and insights on the following:

• Current inbound and outbound trade with Oregon, and the U.S.

• Current FDI snapshot (past 5 + years – if relevant).

• Realistic expectations of growth opportunities based upon current OBDD (and likely future) staffing levels.

• Refinement of regions and cities within these markets that our efforts should focus on specifically as it relates to the cluster we are focusing on.

• Ranking for both: 1. Global trade and 2. Foreign Direct Investment by market.

Task 2: Foreign Direct Investment mapping/identification

Contractor will create a comprehensive list of all FDI projects in Oregon, which will include the top 15 markets and employers with 10 employees or greater. This list will be used for OBDD’s FDI work but also should be included on our updated website as a visual map with the intention that it be updated annually or every two years at a minimum.

Task 3: Website and Social Media update

Part A - Website update

Redevelop website to improve functionality and the user experience for potential exporters and investors.

• Develop multi-media for usage including development of several videos to kick-start video usage on the topics: Why Oregon, How Business Oregon Helps Exporters, Industry promotion videos, Client testimonial videos.

• Update website to include relevant landing pages and links to external sites (for example, incorporate area for Business Oregon partners, create interactive landing pages for target industries and related sub sectors, (semiconductor/clean tech etc.).

• Reorganize and restructure content to follow pathway of investor/exporter journey, and better highlight key industries.

C2023805_ImplementORGlobalOpp_RFP.docx Page 4

Part B – Social Media presence

• Develop an initial digital marketing campaign and advise Business Oregon staff on the development of digital marketing campaigns for industry-specific websites.

• Create and distribute a targeted marketing campaign on social media. This will include creating social media ads for different channels, targeting profiles and users based on their relevance to export out of or invest in to Oregon. This would also include advising marketing staff on daily posts, content and social media campaigns for mutually agreed upon platforms which may include X, LinkedIn, Instagram, and YouTube, including developing short promotional videos and testimonials for YouTube for resharing on other platforms.

• Digital Community Development – create Digital Communities for both Business Recruitment and Export Promotion.

Task 4: Lead Generation for FDI

Monthly lists of between 25-30 qualified leads per month for 6 months. Leads should include background information along with a brief note on why Oregon can compete to attract each investment to our state.

Leads can be for any of the following countries or regions: Germany, United Kingdom, Korea, Taiwan, Ireland, Switzerland or Benelux. Canada and Japan should not be addressed as Business Oregon currently has foreign contractors serving these markets.

These lists will be utilized by Business Oregon’s Business Recruitment Officers to proactively reach out to FDI leads in markets identified in the 5-Year Strategy where we do not currently have in-market representation.

Task 5: Inbound Investment/FDI Training and Export Training

Develop and implement inbound investment/FDI training for Business Oregon staff (Business Recruitment Officers, Regional Development Officers, Global Trade Specialists and selected management). Training for Business Recruitment Officers should be multi-session while training for others may be only 1 or 2 sessions.

Develop and implement Export training for Business Oregon staff (Global Trade Specialists and selected management).

Implement a one-session (public) version of both trainings for key external partners for each topic (one session for Business Recruitment & FDI and one for Exports).

All trainings above can be provided virtually.

Task 6: Marketing Materials update

Update all Recruitment, FDI and Export Promotion materials for Business Oregon.

• Update PowerPoint slide decks.

• Develop updated target industry one-pagers for both FDI and Export Promotion.

C2023805_ImplementORGlobalOpp_RFP.docx Page 5

Task 7: Value proposition development and refinement

Develop value propositions for both Oregon exports and FDI with a focus on Oregon’s target industries.

• Develop sectoral value propositions for High Tech (including semiconductors), Bioscience, and Metals & Machinery.

• Develop competitive analysis and regional opportunity propositions highlighting strengths and target industries.

• Develop Oregon Sales Pitch for staff to present to investors and overseas buyers for Oregon goods.

Task 8: Aftercare Program Development

Develop materials and processes for an Aftercare Program at Business Oregon. Design and advise an aftercare strategy – including how to segment exporters and investors by importance to the state. Based upon current staffing, build the program based upon the assumption that Regional Development Officers will reach out to FDI companies in their regions as part of the BRE visit outreach program. Draft goals and metrics should be included in the program documents.

Task 9: Trade & Recruitment Marketing Plan Development

Develop three two-year marketing plans based upon the categories outlined on Page 15 of Oregon’s Global Opportunity Executive Summary https://www.oregon.gov/biz/Publications/Global_Strategy_Executive_Summary.pdf (except for any items identified in the tasks above and also a. “Capitalize on Trade Shows for recruitment staff”, b.

“Proactive Direct Outreach by Recruitment Staff” and c. “Have Global Representation/Contractors in priority markets”). The three separate plan versions will have budgets of $100,000; $150,000; and, $250,000 respectively, with the lower cost plans focusing on priority needs (to be determined by respondents).

Task 10: Trade Show identification for FDI Opportunities

While Business Oregon has found that trade shows typically provide limited FDI/business recruitment opportunities since these shows are focused on sales and decision makers often only attend shows briefly.

However, Page 15 of Oregon’s Global Opportunity Executive Summary specifically recommends that Business Oregon “Capitalize on Trade Shows for recruitment staff.” Therefore, we are requesting that as part of this work the consultant identify between 4-6 trade shows which are well aligned with Oregon’s export opportunities and also may present opportunities for OBDD recruitment staff to attend and communicate with high-level executives/decision makers. Identification should include analysis of opportunities and a mid-level strategy for each trade show.

Task 11: Reporting and Accountability

Contractor will be required to regularly meet with OBDD to review implementation materials, status, and coordinate follow up.

Contractor will prepare monthly written reports for OBDD that outline the Contractor’s specific activities and accomplishments with respect to OBDD interests and be open and responsive to inquiry. Reporting will cover informational elements necessary for OBDD, to in turn, report to the US EDA, as federal funding is supporting this Contract (e.g., designated stakeholder(s), nature of the project, an overview of https://www.oregon.gov/biz/Publications/Global_Strategy_Executive_Summary.pdf

C2023805_ImplementORGlobalOpp_RFP.docx Page 6 activities undertaken, the need the project was designed to address, how the project addressed that need and advanced capacity for economic recovery, actual economic benefits, lessons learned, and other information as necessary to understand the project and its impacts). Reports will be submitted with itemized invoices.

Contractor will manage and facilitate all facets of the services that are reasonably within Contractor’s control to ensure the Statement of Work is completed on or ahead of time and within budget. OBDD must be advised throughout the duration of the Contract term, of any issues or decisions that may impact the services, budget, or schedule.

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 January 15, 2024 at 3:00 p.m. 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. 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 January 19, 2024 on or before 9:00 a.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 THROUGH OREGON BUYS AND EMAIL ONLY

Only electronic proposals submitted through Oregon Buys or sent by email are acceptable. Oregon Buys is the preferred method for submittal. Proposals sent by fax, regular mail, and physical deliveries are not acceptable.

If the proposal is sent by email the email subject or reference line for all submittals must include the RFP title and RFP number. Proposals sent by email must be received at the following email address: mindee.sublette@biz.oregon.gov .

C2023805_ImplementORGlobalOpp_RFP.docx Page 7

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 that are 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 10 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.

C2023805_ImplementORGlobalOpp_RFP.docx Page 8

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)

2.0 INFORMATION REQUESTED FROM PROPOSERS; SCORED CRITERIA

2.1 SCORED INFORMATION

Qualifications 45 Points maximum

Please submit answers to the following prompts:

• Name the person or people who would conduct the work described above and briefly describe their qualifications and relevant individual experiences.

• Explain any expertise specific to project described in 1.2 above.

• Briefly describe not more than two projects that are most comparable to the requested services, including their date, duration, scope, and outcomes.

Project Approach 45 Points maximum

Provide a description of the techniques, approaches and methods that you believe are most applicable for our public agency, and critique the proposed statement of work in section 1.2 with your confirmations, potential risks, and recommended changes or optional tasks to include. More specifically, please address the following:

• Discuss the methods and structure for conducting the project work as well as the methods and structure for the final deliverable, the Cleantech Sector Competitiveness Assessment and Opportunity Analysis.

• Identify aspects of the Project that will be the most challenging. How will those aspects be approached or overcome?

• Discuss your strategy to engage stakeholders to develop the Stakeholder Outreach and Engagement Plan.

Price and Value 10 Points maximum

Please list billing rates for all team members listed in your Proposal who will be working on the Project, and any other billable costs and rates.

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

C2023805_ImplementORGlobalOpp_RFP.docx Page 9

(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.

4.0 CONTRACT AWARD REQUIREMENTS

4.1 NEGOTIATIONS

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.

C2023805_ImplementORGlobalOpp_RFP.docx Page 10

RFP ATTACHMENT A - COVER SHEET & CERTIFICATIONS

STATEMENT OF PROPOSAL to Oregon Business Development Department

__________________________________________ (Legal Name of Proposer) acknowledges receipt of any and all addenda to this RFP and accepts all the terms and conditions contained in this RFP.

Mailing Address

☐ Professional Corporation ☐ Partnership ☐ Limited Partnership ☐ Ltd. Liability Company ☐ Ltd. Liability Partnership ☐ Sole Proprietorship ☐ Other __________ Originally registered in which state? Resident Bidder per ORS 279A.120? Y☐ N☐

Primary Contact/Authorized Representative email address Telephone Other Type name of person(s) authorized to sign Contract

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

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

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

Responsibility Certifications

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

Yes No

If “yes,” explain

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

Yes No

If “yes,” explain

Has your company or any employee or agent of your company been indicted under state or federal false claims or antitrust laws, or charged with any other criminal offense arising out of obtaining, attempting to obtain, or performing a public or private contract or subcontract?

Yes No

If “yes,” explain

C2023805_ImplementORGlobalOpp_RFP.docx Page 11

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.

C2023805_ImplementORGlobalOpp_RFP.docx Page 12

Signature of Authorized Representative certifying the truth of all statements:

[Signature] Date

[Type name]

Contract Services/C2023805_ImplementORGlobalOpp_RFP.docx Page 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, Contract Services/C2023805_ImplementORGlobalOpp_RFP.docx Page 14

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

Contract Services/C2023805_ImplementORGlobalOpp_RFP.docx Page 15 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.

Contract Services/C2023805_ImplementORGlobalOpp_RFP.docx Page 16

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.

Contract Services/C2023805_ImplementORGlobalOpp_RFP.docx Page 17

15. Compliance with Applicable Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Services under this Contract.

Without limiting the generality of the foregoing, Contractor expressly agrees to comply with: (i) Title VI of Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Department’s performance under this Contract is conditioned upon Contractor’s compliance with the provisions of ORS 279B.220, 279B.230, 279B.235, and 279B.270, which are incorporated by this reference. Contractor shall continue to comply with the tax laws of this state or a political sub-division of this state during the term of the public contract.

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

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

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

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

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

Any communication or notice by personal delivery will be deemed effective when actually delivered to the addressee. Any communication or notice so addressed and mailed will be deemed to be received and effective five (5) days after mailing. Any communication or notice given by email becomes effective 1) upon the sender’s receipt of confirmation generated by the recipient’s email system that the notice has been received by the recipient’s email system or 2) the recipient’s confirmation of receipt, whichever is earlier. Notwithstanding this provision, the following notices may not be given by email: notice of default or notice of termination.

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

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

21. Severability. The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions are not…