City of Portland RFP 00002658 for DNA Testing and Analysis Project Information Packet.pdf

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RFP Number 00002658

Goods and Services

November 19, 2025

Request for Proposals (RFP) for

DNA Testing and

Analysis Services Project Information Packet

Section 1: Opportunity Overview

Section 2: How Your Proposal Will Be Evaluated

Section 3: Scope of Work

Section 4: Exhibits

Section 5: Sample Contract

Section 6: RFP Terms and Conditions

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RFP at a Glance

Proposals Due:

December 16, 2025 by 4:00 p.m. Pacific Time

Summary:

The City of Portland’s Community Safety Division is seeking proposals from qualified vendors who can perform technical investigative DNA work on felony level investigations. The qualifying firm will assist in identifying potentially involved people and/or suspects who are involved in felony crimes. Required services include DNA extraction to obtain profiles for evidence and forensic genetic genealogy.

Optional Pre-Proposal Meeting:

December 5, 2025 at 11:00 AM Pacific Time

Join the meeting now Meeting ID: 277 888 869 165 Passcode: Hd9QQ64G Dial in by phone +1 971-323-0035,,668073830# United States, Portland Find a local number Phone conference ID: 668 073 830# For organizers: Meeting options | Reset dial-in PIN Org help | Privacy and security https://teams.microsoft.com/l/meetup-join/19%3ameeting_NjE4Y2EwNTMtYzVmYi00NDAxLWE5MGYtYmY5YjU2MGQ0YzU1%40thread.v2/0?context=%7b%22Tid%22%3a%22636d7808-73c9-41a7-97aa-8c4733642141%22%2c%22Oid%22%3a%224e829d7a-ac07-45fa-ba04-e7fb8caede70%22%7d tel:+19713230035,,668073830 https://dialin.teams.microsoft.com/af3b9ae0-e4d3-4755-ae3e-4b8bf5b3b7d1?id=668073830 https://teams.microsoft.com/meetingOptions/?organizerId=4e829d7a-ac07-45fa-ba04-e7fb8caede70&tenantId=636d7808-73c9-41a7-97aa-8c4733642141&threadId=19_meeting_NjE4Y2EwNTMtYzVmYi00NDAxLWE5MGYtYmY5YjU2MGQ0YzU1@thread.v2&messageId=0&language=en-US https://dialin.teams.microsoft.com/usp/pstnconferencing https://portland.service-now.com/sp?id=index https://www.portland.gov/policies/human-resources-administrative-rules/employee-behavior-expectations/hrar-408-information

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Submit Your Proposal:

City of Portland Online Procurement Center:

https://procure.portlandoregon.gov/bso/

Refer to the Proposal Response Packet: Section 7: Submission Instructions for details.

Have Questions or Need Help? Single Point of Contact:

Send questions, requests for clarification, or requests for assistance by 7 calendar days before

December 16, 2025 by 4:00 p.m. Pacific Time. Any questions received after may not be answered. Only the Single Point of Contact can answer questions about this RFP.

Paris McCall-Johnson

Procurement Specialist

Procurement Services

(503) 823-6220 paris.mccall-johnson@portlandoregon.gov

My preferred communication method is email.

If you are unhappy with the customer service, you are receiving you can reach out to me at any time.

I care about every project, but more importantly I care about every person. Let’s work together to keep the humanity in our work.

[This space intentionally left blank] https://procure.portlandoregon.gov/bso/ mailto:paris.mccall-johnson@portlandoregon.gov

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Section 1: Opportunity Overview

1.1 Background

Police Bureau – Detective Division Overview

The Detective Division within the Portland Police Bureau (PPB) assigns Detectives to investigate felony level ORS crimes, including but not limited to, Measure 11 related offenses.

The Detective Division Cold Case Detail is reviewing homicide investigations prior to 2023.

Homicide investigations have no statute of limitation, thus any new evidence found could be used in the prosecution of individuals who are involved in criminal homicide.

Forensic Genetic Genealogy (FGG) Services Overview

PPB seeks to enhance its investigative capabilities in solving cold case homicides through the application of Forensic Genetic Genealogy (FGG). FGG is an advanced DNA analysis technique that combines traditional genetic testing with genealogical research to identify potential suspects or victims through familial DNA connections. This technology has proven successful nationwide in resolving decades-old cases where traditional methods were inconclusive. Implementing FGG within PPB’s Cold Case Detail will support detectives in efficiently analyzing DNA evidence, expanding suspect identification options, and accelerating case resolutions that have long remained unsolved.

Problem Statement

Currently, for most investigations, any evidence collected from crime scenes will be sent to

Oregon State Police (OSP) Crime Lab for testing. This is especially true when it involves DNA evidence. The Detective Division within the PPB currently utilizes OSP’s testing services and subsequent upload of results into the Federal Data Base (CODIS) for comparison. OSP is limited on technology and resources to further assist with these investigations, resulting in delays and often times cases going “cold”.

The purpose of this RFP is to find a vendor that has current and up to date technology that can reprocess evidence providing a higher rate of identification and Forensic Genetic Genealogy

(FGG) to assist in the identification of potential suspects involved in criminal homicide. The selected vendor will enhance the Bureau’s ability to re-test and analyze evidence more efficiently and effectively than what is currently possible through OSP resources alone. FGG is currently a service that OSP does not offer and requires an outside vendor to perform.

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See RFP Section 3: Scope of Work, below, for a complete list of the City’s anticipated professional, technical, and expert consultant services, and deliverables.

1.2 Outcome Goals

1. Allow older evidence to be retested at a higher degree of success with newer technology.

2. Quicker turnaround time from the vendor versus using Oregon State Police (OSP) who is limited on resources and technology.

3. Outsource Forensic Genetic Genealogy (FGG) work to speed up and assist with the process of identifying potential suspects in cases.

4. Allow the outside vendor to potentially upload DNA testing into CODIS for comparison.

1.3 Contract Details

Duration of the contract initial term: 5 years

Number of renewal options: 1

Term of renewal option: 5 years, making total contract term 10 years

Contract type: On-call price agreement

Budget: $350,000.00 (available grant funds will be used. Other divisions can use this procurement, and they would be using other funding sources)

Number of awards that will be made: 1

1.4 Estimated RFP Timeline

The timeline below is an estimate for the RFP and Contracting process.

Event Date

Pre-Proposal Meeting 1 December 5, Deadline for RFP Questions December 9, Written proposals due at 4:00 p.m. (for Phase 1) December 16, Short list posted and Phase 2 instructions shared [if applicable] January 5, 2026

Notice of Intent to Award Posted January 9, 2026

The City will adjust the schedule as necessary.

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1.5 Grant Funding

Grant funds will be used from the 2023 SAKI PA6 Grant along with general funds from other investigational needs.

1.6 Optional Pre-Proposal Meetings

There will be one pre-proposal meeting scheduled for this Project. The meeting will be on

December 5, 2025 at 11:00 AM Pacific Time via Microsoft Teams.

Optional Pre-Proposal Meeting :

December 5, 2025 at 11:00 AM Pacific Time

Join the meeting now Meeting ID: 277 888 869 165 Passcode: Hd9QQ64G Dial in by phone +1 971-323-0035,,668073830# United States, Portland Find a local number Phone conference ID: 668 073 830# For organizers: Meeting options | Reset dial-in PIN Org help | Privacy and security https://teams.microsoft.com/l/meetup-join/19%3ameeting_NjE4Y2EwNTMtYzVmYi00NDAxLWE5MGYtYmY5YjU2MGQ0YzU1%40thread.v2/0?context=%7b%22Tid%22%3a%22636d7808-73c9-41a7-97aa-8c4733642141%22%2c%22Oid%22%3a%224e829d7a-ac07-45fa-ba04-e7fb8caede70%22%7d tel:+19713230035,,668073830 https://dialin.teams.microsoft.com/af3b9ae0-e4d3-4755-ae3e-4b8bf5b3b7d1?id=668073830 https://teams.microsoft.com/meetingOptions/?organizerId=4e829d7a-ac07-45fa-ba04-e7fb8caede70&tenantId=636d7808-73c9-41a7-97aa-8c4733642141&threadId=19_meeting_NjE4Y2EwNTMtYzVmYi00NDAxLWE5MGYtYmY5YjU2MGQ0YzU1@thread.v2&messageId=0&language=en-US https://dialin.teams.microsoft.com/usp/pstnconferencing https://portland.service-now.com/sp?id=index https://www.portland.gov/policies/human-resources-administrative-rules/employee-behavior-expectations/hrar-408-information

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This meeting is not mandatory. You can submit a proposal without attending this meeting.

The City of Portland will make reasonable accommodation for people with disabilities. Please notify the Official RFP Contact at least two (2) Business Days prior to the event, by the City’s

TTY at 503-823-6868, or by the Oregon Relay Service at 1-800-735-2900.

1.7 Addenda

The City will share more information about this RFP if something is missing or unclear. The City will share this information as an addendum (or addenda, if more than one). The City will post addenda on the City’s Procurement Website BuySpeed.

Addenda issued seventy-two (72) hours or more before the due date are binding. The seventy-two (72) hour window excludes Saturdays, Sundays, and City-observed holidays.

You are responsible for complying with the addenda, even if you do not see it.

https://www.portland.gov/policies/human-resources-administrative-rules/leaves/hrar-602-holidays

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Section 2: How Your Proposal

Will Be Evaluated

2.1 Proposal Review and Selection

Evaluation Overview

The City will appoint an Evaluation Committee (Committee) to evaluate the proposals received.

To score proposals, the Committee will evaluate each proposal using the criteria below. The

Committee may seek outside expertise. The Committee will require at least ten (10) Business

Days to evaluate and score the proposals.

The City will decide how or when to proceed through the evaluation process. The City will also decide if additional clarifications are needed, when to begin or end negotiations, reasonable timelines, and whether to open negotiations with a lower scoring proposer.

The City can also decide to cancel the solicitation or reject all proposals.

Evaluation Process

Each proposal is evaluated using these criteria:

Responsiveness, Responsibility, and Mandatory Criteria

The City will determine if you are a Responsible Proposer who has submitted a Responsive

Proposal (ORS 279B.005).

Refer to Portland Public Contracting Rules for details.

Minimum Qualifications:

Proposer must have at least two (2) years of experience providing Forensic DNA Analysis services comparable to those required under this RFP.

https://www.portland.gov/policies/public-contracting-rules

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Evaluation Phase 1–Written Scoring

Proposals that meet the responsiveness, responsibility, and mandatory requirements will be evaluated in Evaluation Phase 1. The Committee will conduct a detailed review of the written proposals:

Phase 1 Evaluation Criteria

Evaluation Criteria Percent of total points

Percent of points for sub-criteria

Proposer Capabilities 25% —

Project Team 20% —

Project Approach 25% —

Pricing Proposal 10%

Corporate Responsibility 20% minimum —

OR State Certification —

COBID Subcontracting —

Workforce Diversity and Community Involvement —

Sustainable Business Practices —

Total 100% —

Short Listing

At the end of any evaluation phase, the Evaluation Committee may focus on only a limited number of proposals by developing a “short list” based on the scores. The number of proposals on the short list depends on the number of proposals the Committee believes have a reasonable chance of leading to a contract award. If you are eliminated from further consideration, you will be notified by a Notice of Shortlisting posted on the City’s Procurement

Website.

Subsequent Evaluation Phases

The City will proceed with subsequent evaluation phases as needed. These phases may include oral interviews, demonstrations, presentations, site visits, clarification of the proposals, or other activities.

If you are invited to participate in subsequent evaluation phases, the City will share additional information and instructions a reasonable amount of time before any further evaluation is held.

Additional Optional Evaluation Phases and Methods

In addition to the evaluation phases above, the City can use other methods like best and final offers, serial negotiations, and competitive simultaneous negotiations.

Proposers eliminated at any stage of the evaluation process will be notified.

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Total Overall Score

At the end of each evaluation phase, the points from that phase will be added to your cumulative score to determine your Total Overall Score. The proposer with the highest Total

Overall Score may be identified as the finalist.

The selection of the finalist may also be based on negotiated costs and agreeing to the City’s terms and conditions within the City’s Sample Contract.

Negotiations will follow with the finalist. If successful, negotiations may result in a final award and Contract for the work. If the Contract with the finalist cannot be reached within a time that is reasonable to the City, the City may elevate the proposer with the next highest Total Overall

Score to be the finalist.

2.2 Award Review and Protest

Review

The City will post a Notice of Intent to Negotiate and Award on the City's Procurement Website.

The Notice will identify the proposer(s) to which the City intends to award a contract.

Following the Notice of Intent to Negotiate and Award, the public may view proposal documents, in accordance with the Oregon Public Records Act.

If you were not awarded the Contract, you can ask for clarification or debriefing, request time to review the selection procedures, or discuss the scoring methods used by the Evaluation

Committee.

Protests

Proposers can challenge the City’s decision to exclude the proposer from the next step in the evaluation process, and to award a contract. If you wish to protest your elimination, you must submit a protest within seven (7) Calendar Days of the City’s posting of the Notice of Short List or Notice of Intent to Award.

Proposers can read Portland Public Contracting Rules regarding protest procedures, all of which may be found online: https://www.portland.gov/policies/public-contracting-rules.

Proposers may also learn more about protests by reviewing ORS 279B.405 and ORS

279B.410.

Protesters may not use judicial appeal rights unless all protest and appeal rights are exhausted.

https://www.portland.gov/policies/public-contracting-rules

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Section 3: Scope of Work The Portland Police Bureau’s (PPB) Detectives Division is requesting DNA Analysis Services as a core component of its Violent Crime Cold Case Investigation, funded by PPB’s FY2023

National Sexual Assault Kit Initiative (SAKI) grant award. PPB desires to work with a vendor that can provide comprehensive DNA evidence testing, evidence analysis, and forensic investigative genetic genealogy services.

1. A qualified vendor will be able to provide the following:

a. Rush DNA testing and rapid DNA analysis to meet critical investigative deadlines;

b. Forensic genealogy services;

c. In-house targeting and whole genome sequencing, which can be validated and accredited to ISO/IEC 17025 standards;

d. Expert testimony as required by investigations

e. Accreditation via the ANSI National Accreditation Board (ANAB);

f. Ability to meet the FBI Quality Assurance Standards for Forensic DNA Testing

Laboratories and DNA Databasing Laboratories;

g. Ability to comply with regulations related to contracts with federal grant awards.

2. DNA Analysis:

a. Evidence Collection & Processing

b. DNA Extraction

c. DNA Amplification (PCR)

d. DNA Analysis

e. Interpretation of Results

f. Detailed and Accurate Reporting

g. Documenting the analysis process and findings

h. Ability to upload DNA profiles into CODIS

i. Expert Testimony

j. Quality Control & Equipment Maintenance

k. Strict adherence to quality control and safety protocols

3. Forensic Genetic Genealogy:

a. DNA Analysis and Interpretation

b. Ability to develop a comprehensive Single Nucleotide Polymorphism (SNP) profile

c. Develop and compare DNA profiles with genetic markers to identify distant relatives in genetic databases

d. Genealogical Research

e. Construct Family Trees to identify living relatives of an unknown individual in order to trace the lineage back to the source of the DNA sample

f. Evaluate Relationships within Family Trees

g. Develop and Form Family Clusters

h. Confirmatory DNA Analysis

i. Expert Testimony

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j. Law Enforcement Collaboration

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Section 4: Sample Contract

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CITY OF PORTLAND

PRICE AGREEMENT FOR

[TITLE OF PROJECT GOES HERE]

Contract Number: _________

As authorized by _____, this Price Agreement (“Contract”) is made effective on

___________ (“Effective Date”) by and between the City of Portland (“City”), a municipal corporation of the State of Oregon, and _____________ (“Contractor”), a(n)

________ corporation, by and through their duly authorized representatives. This

Contract may refer to the City and Contractor individually as a “Party” or jointly as the

“Parties.”

The initial Term of this Contract shall be from the Effective Date through ________, and may be amended to a maximum Term of <Maximum end date>. The total not-to-exceed amount . The total not-to-exceed amount under this Contract for the initial Term shall be $XXXXX per year for a total of $_______________. (11/20)

Party contacts and Contractor’s and City’s Project Manager for this Contract are:

For City of Portland: For Contractor:

Name: Name:

Title: Title:

Address: Address:

City, State: City, State:

e-mail: e-mail:

Copy to: (BUYER) Copy to:

Procurement Services

1120 SW 5th Ave.

Portland OR 97204

Scope and Consideration

(a) Contractor shall perform the Services and provide the Deliverables set forth in the Statement of Work by the due dates specified in the Contract.

(b) Payments shall be made to Contractor according to the schedule identified in

Exhibit A, the Contractor’s Price.

(c) Contract Not Exclusive. The City may, but is not required to, purchase any

Goods or Services within the scope of this Contract. Good or Services will be

RFP # 00002658 15 of 58 RFP Information Packet requested on an as-needed basis, and there is no guarantee of a minimum or maximum quantity. This Contract does not create an exclusive relationship between the City and

Contractor, and the City retains the right to purchase the same or similar goods or services from other providers.

Recitals:

WHEREAS, to further its government operations, the City of Portland desires to

________; and

WHEREAS, the City issued Request for Proposal (RFP)/Invitation to Bid (ITB) #

________ for ________

WHEREAS, Contractor, in its Proposal dated ________ and submitted in response to the City’s RFP/ITB represented that it has the knowledge, experience, and expertise in

________ for ________; and

WHEREAS, the City selected Contractor based on its Proposal;

THE PARTIES HEREBY AGREE AS FOLLOWS:

DEFINITIONS (11/18)

General Definitions. (11/18) These definitions apply to the entire Contract, subsequent

Amendments, and any Change Orders or Task Orders, unless modified in an

Amendment. If any definition contains a substantive provision conferring rights and/or obligations upon a Party, then effect shall be given to the substantive provision.

“Acceptance” (11/18) means the Deliverable demonstrates to the City’s satisfaction that the Deliverable conforms to and operates according to the Acceptance Criteria, and if required, has successfully completed Acceptance Testing, and for Deliverables not requiring Acceptance Testing that the Deliverable conforms to the Acceptance Criteria or the City’s Specifications.

“Acceptance Certificate” (11/18) means a written instrument by which the City notifies

Contractor that a Deliverable has been Accepted or Accepted with exceptions, and

Acceptance Criteria have been met or waived, in whole or in part.

“Acceptance Criteria” (11/18) means functionality and performance requirements determined by the City, based upon the Specifications, which must be satisfied prior to

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City’s Acceptance of a Deliverable. City and Contractor shall agree upon written

Acceptance Criteria.

“Acceptance Date” (11/18) means the date on which the City issues an Acceptance

Certificate for the Deliverable(s).

“Acceptance Test” (11/18) means the evaluation and testing method, procedures, or both, that are used to determine whether or not a Deliverable requiring Acceptance

Testing performs in accordance with the Acceptance Criteria.

“Affiliates” (11/18) means, for Contractor, any individual, association, partnership, corporation or other entity controlling, controlled by, or under common control. The term

“control” means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract, agreement or otherwise.

“Amendment” (12/18) means a written document required to be signed by both Parties when in any way altering the Master Terms and Conditions of the Contract, Contract amount, or substantially altering a Statement of Work.

“Bid” (11/18) means Contractor’s response to the City’s ITB referenced in the recitals above.

“Business Day” (11/18) means a twenty-four hour day, excluding weekends and City holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Calendar Day” (11/18) means a twenty-four hour day, including weekdays, weekends and holidays, beginning at midnight and ending at midnight twenty-four hours later.

“Change Order” (12/18) means a document, agreed and signed by both Parties, that changes an existing Statement of Work or Task Order. Change Orders cannot change

Contract amount or Master Terms and Conditions.

“COBID Certified Firm” (09/25) means an entity certified by the State of Oregon

Certification Office for Business Inclusion and Diversity

“Confidential Information” (06/20) means any information that is disclosed in written, graphic or machine-recognizable form and is marked or labeled at the time of disclosure as being Confidential or its equivalent, or, if the information is in verbal or visual form, it is identified as Confidential or proprietary at the time of disclosure, or a reasonable time thereafter. Information shall always be considered Confidential Information, whether or not it is marked or identified as such, if it is described by one or more of the following categories: (1) non-public financial, statistical, personnel, human resources data or

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Personally Identifiable Information as described in the Oregon Consumer Information

Protection Act; (2) business plans, negotiations, or strategies; (3) unannounced pending or future Goods, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by ORS 192.345(2) and the Uniform Trade

Secrets Act ORS 646.461 to 646.475; (5) information which is exempt from disclosure per Oregon Public Records Law; (6) attorney/client privileged communications; (7) information which is exempt per federal laws (including but not limited to copyright, HIPAA); and (8) information relating to or embodied by designs, plans, configurations, specifications, programs, or systems including without limitation, data and information systems, any software code and related materials and processes, Customizations, Configurations, Updates, Upgrades; and any Documentation. Confidential Information does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving Party; is already lawfully known to the receiving Party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Contract or any other agreement between the

Parties or of any applicable protective or similar order, in the receiving Party’s possession without any obligation restricting disclosure; is independently developed by the receiving Party, as shown by reasonable written documentation, without breach of this Contract; or is explicitly approved for release by written authorization of the disclosing Party.

“Contract” (11/18) means the Master Terms and Conditions including all exhibits, attachments and schedules and their constituent parts listed in the Order of Precedence or incorporated by reference.

“Deliverable(s)” (11/18) means the Goods, Services, Documentation or documents or tangible work Goods described in the Statement of Work to be provided to the City by

Contractor under this Contract.

“Documentation” (11/18) means user manuals and other written materials in any form that describe the features or functions of the Goods and Services, including but not limited to published specifications, online instructions and help, marketing materials, technical manuals, and operating instructions provided by Contractor to the City, or readily available to the public, or as required to be produced by Contractor subject to the terms of this Contract.

“Equipment” (11/18) means any hardware, machinery, device, tool, including add-ons, or peripherals of tangible form together with the necessary supplies for upkeep and maintenance, and other apparatus necessary for the proper implementation and operation of the Goods or Services to be provided to the City by Contractor under this

Contract.

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“Defect” (11/18) means any error, problem, condition, bug, or other partial or complete inability of a Service, Good or component thereof, to operate in accordance with the applicable Specifications.

“Final Acceptance” (11/18) means the City has determined that all Deliverables have successfully completed Acceptance Testing, which demonstrates to the City’s satisfaction that all Deliverables conform to and operate according to the Acceptance

Criteria, applicable Documentation, and Contractor’s representations; and that for

Deliverables not requiring Acceptance Testing, that the Deliverables conform to the

Acceptance Criteria or the City’s specified requirements.

“Force Majeure Event” (8/20) means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that

Party and that prevents a Party from complying with any of its obligations under this

Contract, except that a Force Majeure Event will not include a strike or other labor unrest that affects only one Party, an increase in prices, or a change in law.

“Good(s)” (11/18) means the items provided by Contractor to the City under this

Contract, as outlined in the Statement of Work.

“Intellectual Property Rights (IPR)” (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force.

“Key Personnel” (11/18) means the specific individuals identified in Section XXXX to fill

Key Positions.

“Key Position” (11/18) means a job position critical to the success of the Contract as identified in Section 3.14 of this Contract.

“Manufacturer’s Warranty” (11/18) means a written statement to the City from

Contractor, or passed through Contractor from a third party, that one or more Goods provided by Contractor will operate at the required Specifications, functionality and performance level.

“Manufacturer’s Warranty Period” (11/18) means the time period during which a

Manufacturer’s Warranty is valid and enforceable by the City.

“Master Terms and Conditions” (11/18) means the body of text from the preamble through the signature page of this Contract.

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“Material Breach” (11/18) means any breach of this Contract that causes, caused, or may cause substantial harm to the non-breaching Party or substantially deprives the non-breaching Party of the benefit it reasonably expected under this Contract.

“Personally Identifiable Information (PII)” (06/20) means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context, as described in the Oregon Consumer Information

Protection Act.

“Project” (12/20) means the overall delivery of the Goods and all related Services including any Deliverables any of which Contractor may be providing in whole or in part.

“Proposal” (11/18) means Contractor’s response to the City’s RFP referenced in the recitals above.

“Purchase Order” (12/20) means a purchasing document provided by the City to

Contractor containing the specific details of an individual order, including order quantities, unit prices, delivery locations, and an address for invoicing.

“Repair(s)” (11/18) means to fix or replace the Deliverables, or a component thereof, to eliminate Defects to the City’s satisfaction.

“Resolution Time” (11/18) means the time elapsed between the response to a

Maintenance Request and the time the Maintenance Request is resolved to the satisfaction of the City.

“Response Time” (11/18) means the time elapsed between the time of notification to

Contractor of a Maintenance Request, and the time Contractor acknowledges receipt of the City’s request.

“Services” (11/18) means both ordinary and professional services performed by

Contractor under this Contract.

“Specifications” (12/20) means the most current cumulative statement of capabilities, functionality, and performance requirements for the Deliverables and their components as set out in the Acceptance Criteria, Change Orders, the Statement of Work, Documentation, Contractor’s representations, Contractor’s Proposal and Proposal

Clarifications, and the City’s Request for Proposals or Invitation to Bid.

“Statement of Work” (SOW) (8/20) means the written detailed specifications of the

Goods(s) and Services(s) to be delivered to the City by Contractor, subject to the terms and conditions of this Contract.

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“Subcontractor” (11/18) means any person or entity under the control of Contractor, other than an employee of Contractor, utilized by Contractor to perform all or part of this

“Task Order” (12/20) means any written request or document issued by the City and signed by both Parties for Good(s) or Service(s) to be provided under this Contract.

Task Orders shall document the description of Goods and/or Services, price, payment schedule, Project and performance schedule, due dates, milestones and Deliverables.

“Term” (11/18) means the period of time that this Contract is in effect as stated on page one.

“Warranty Period” (12/20) means a period not less than one (1) year from Acceptance of the Goods or Services or Contractor’s standard warranty term, whichever is longer.

ORDER OF PRECEDENCE

Order of Precedence. (09/17) In the event there is a conflict or ambiguity between the terms and conditions of one portion of this Contract with another portion of this

Contract, the conflict or ambiguity will be resolved in accordance with the order of precedence below. This order of precedence designates which portion of the

Contract takes precedence over the other for purposes of interpretation.

Contractor’s hyperlinks contained herein will not supersede or alter the Master

Terms and Conditions. For the avoidance of doubt, no other terms and conditions will override the Parties’ obligations in the Confidentiality, Indemnification, or

Choice of Law provisions in these Master Terms and Conditions. In this Contract the order of precedence shall be:

1. Amendments

2. Master Terms and Conditions

3. Exhibit A, Contractor’s Price

4. Change Orders

5. Exhibit B, Statement of Work

6. Task Orders

7. Exhibit C_, City RFP # 00002658

8. Exhibit D_, Contractor’s Proposal/Bid

9. Exhibit E - Sample Documents: E-1, Sample Status Reports, E-2

Certificate of Acceptance, E-3 Change Order, Exhibit E-4 Task Order

10. Contractor’s Hyperlinks

GENERAL AND ADMINISTRATIVE PROVISIONS

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Term. (09/17) This Contract shall begin on the Effective Date and end upon the expiration date set forth on page one of this Contract unless terminated or extended under the applicable Contract provisions.

Point of Contact. (06/20) Contractor shall be the sole point of contact for the City with regard to this Contract and the Deliverables.

Written Notifications. (10/18) All notices to, and other written communication between the Parties shall be deemed received five (5) Business Days after being sent by first class mail, or upon receipt when sent by courier services, or by e-mail. All notices and written communications shall be sent to the Parties set forth on page

1 of the Contract, or to such other places as they may designate by like notice from time to time. Each Party shall provide written notice of any changes to the

Party’s contacts within thirty (30) Calendar Days.

Changes to Contract.

Amendment of the Contract. (06/19) Any changes to the provisions of this Contract shall be in the form of an Amendment. No provision of this Contract may be amended unless such Amendment is approved as to form by the City Attorney and executed in writing by authorized representatives of the Parties. If the requirements for Amendment of this Contract as described in this section are not satisfied in full, then such Amendments automatically will be deemed null, void, invalid, non-binding, and of no legal force or effect.

Change Orders to a Statement of Work. (12/18) The City and Contractor can agree to make changes, at any time to a Statement of Work or Task Order in the form of a

Change Order. Contractor agrees to timely alter the delivery of Goods or

Services accordingly. If such changes materially increase or decrease

Contractor’s obligations, the Parties shall execute an Amendment to the

Contract, and if the amount of such adjustment is not calculable as a function of hours or tasks, the Parties shall negotiate in good faith a modified amount.

Delivery. (12/20) Contractor shall ship Goods freight and insurance prepaid; free on board (“FOB”) the City’s designated location at the time indicated herein.

Shipments will be complete and partial shipments will be avoided unless the City agrees in writing to the partial shipment in advance of such a shipment. The risk of loss or damage in transit shall be upon Contractor until the Deliverable is received by the City at the delivery site. Delivery of Goods shall not be deemed to be complete and title to Goods shall not pass to the City until an Acceptance

Certificate has been issued by the City.

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Delivery Schedule. (09/17) Contractor shall use best efforts to deliver Good(s) and/or

Services(s) on time, in accordance with the scheduled delivery date as set forth in this Contract or an individual Task Order, Statement of Work or Change Order.

Time is of the Essence. (06/19) The Parties agree that time is of the essence as to the delivery of Deliverables and performance of Services under this Contract. By executing this Contract and accepting the Statement of Work, Contractor agrees that the time limits specified in the Statement of Work are reasonable. By accepting late or otherwise inadequate performance of Contractor’s obligations, the City will not waive its rights to require timely performance of Contractor’s obligations thereafter.

Late Delivery. (06/19) In the event that any specified delivery date is not met, Contractor shall be liable for any loss, expense, or damage resulting from delay in delivery or failure to deliver Goods or provide Services which is due to any cause except a Force Majeure Event. In the event of delay due to any such cause, the City may obtain substitute Goods or Services from another source and bill all additional costs directly to Contractor who shall remain financially liable for all additional acquisition costs.

Best Efforts. (06/19) Contractor shall use best efforts to minimize any delay in the provision of Goods, Deliverables or performance of Services. If Contractor anticipates any delay that may prevent timely performance of Contractor’s obligations under this Contract, Contractor shall promptly notify the City, including the anticipated length of the delay, the cause of the delay, measures proposed or taken to prevent or minimize the delay, and the timetable for implementation of such measures.

Cancellation and Reschedule. (08/19) Unless otherwise set forth in Exhibit A, Contractor’s Price or Exhibit B, the Statement of Work, the City reserves the right to cancel or reschedule any order without penalty or charge, by giving written notice to Contractor at any time in advance of scheduled ship date.

Lead Time. (08/19) Lead time for Goods shall be no longer than the lead time set forth in the Statement of Work.

Access to City Facilities (11/20) Contractor agrees that Contractor’s physical or remote access to the City facilities shall be subject to the security interests and health controls necessary to protect public property, City employees and the public. The

City shall not be liable for any delays necessary in granting Contractor access to any portion of the facilities or systems.

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City Reporting Requirements. (09/25) The City is required to track certain types of contract data for reporting purposes. Upon request by the City, Contractor must timely provide Contractor and Subcontractor demographic data and Subcontractor utilization, that includes COBID Certified Firm participation data and

Subcontractor/supplier payment information upon City’s request.

Payment. (09/17) Payment(s) shall be in accordance with the payment schedule set forth in Exhibit A: Contractor’s Price.

Payment shall be issued by the City net thirty (30) Calendar Days from receipt of a complete and acceptable invoice from Contractor. Contractor invoices must contain Contractor’s name and address; invoice number; date of invoice;

Contract number and date; description of Goods and/or Services; quantity, unit price, (where appropriate), and total amount; City-required reporting, if any, and the title and phone number of the person to whom payment is to be sent. The

City may stipulate how line items are entered on an invoice to ensure compatibility with the City’s accounting and financial systems and to facilitate payment to Contractor.

The City makes payments via electronic fund transfers through the Automated Clearing

House (ACH) network. To initiate payment of invoices, Contractor shall execute the City’s standard ACH Vendor Payment Authorization Agreement. Upon verification of the data provided, the ACH Vendor Payment Authorization

Agreement will authorize the City to deposit payment directly into specified

Contractor accounts with specified financial institutions. All payments shall be made in United States currency.

Payment of Taxes/Contractor Shall Withhold. (09/17) Contractor shall, at its own expense, timely (a) pay all salaries, wages, and other compensation to its employees; (b) withhold, collect, and pay all applicable federal, state, and local income taxes (domestic or foreign), FICA, Medicare, unemployment insurance and any other taxes or charges in connection with its employees; and (c) provide and pay for workers compensation insurance and any statutory or fringe benefits to employees. Contractor shall be solely responsible for all such obligations for its employees. Contractor shall also ensure that any Subcontractor shall comply with the foregoing obligations for its employees. The City shall have no duty to pay or withhold such obligations.

Records and Audits (06/19)

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Records Retention. (06/19) Contractor shall maintain current financial records in accordance with Generally Accepted Accounting Principles (GAAP). Contractor agrees to maintain and retain and retain all financial records, supporting documents, statistical records and all other records pertinent to this Contract during the term of this Contract and for a minimum of six (6) years after the expiration or termination date of this Contract or until the resolution of all audit questions or claims, whichever is longer.

City Audits. (06/19) The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and Goods or Services at any time in the course of the Contract and during the records retention period listed above. Audits shall be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the

Comptroller General of the United States Government Accountability Office.

Access to Records. (06/19) The City may examine, audit and copy Contractor’s books, documents, papers, and records relating to this Contract at any time during the records retention period listed above upon reasonable notice. Copies of applicable records shall be made available upon request.

Overpayment. (09/17) If an audit discloses that payments to Contractor were in excess of the amount to which Contractor was entitled, then Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices.

Independent Contractor. (09/17) Contractor is independent of the City and, accordingly, this Contract is not entered into as a joint venture, partnership, or agency between the Parties. No employment or agency relationship is or is intended to be created between the City and any individual representing Contractor. Employees of

Contractor and any authorized Subcontractors shall perform their work under this

Contract under Contractor's sole control.

Personnel.

Key Positions and Personnel. (09/17) For the period of performance until Final

Acceptance has been completed, the Parties have identified Key Positions and

Key Personnel as set forth in the table below, along with the percentage of their time to be allocated to the City’s Project:

Name Title/Role % of Time Company

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Substitution of Key Personnel. (09/17) Contractor shall make no substitutions of Key

Personnel unless the substitution is necessitated by law, illness, death, resignation, or termination of employment. Contractor shall notify the City within ten (10) Calendar Days after the occurrence of any of these events.

Any substitutions or replacements of Key Personnel require the written approval of the City. Contractor shall provide the City with the maximum possible period of notice of substitution or replacement of Key Personnel in order to allow for background screening, fingerprint checks, and other investigation as may be required in Section 3.11.

For any proposed substitute or replacement Key Personnel, Contractor shall provide the following information to the City: a detailed explanation of the circumstances necessitating the proposed substitution or replacement, a complete resume for the proposed substitute(s), and any additional information requested by the City. Proposed substitutes or replacements should have qualifications comparable to or better than those of the persons being replaced. No change in Contract prices may occur as a result of substitution or replacement of Key Personnel.

Termination. (06/19) The following conditions apply to termination of this Contract.

Termination by City. The City, on thirty (30) Calendar Days’ written notice to Contractor, may terminate this Contract for any reason in the City’s sole discretion. In the event of such termination, the City shall pay to Contractor the portion of the not-to-exceed price attributable to all Deliverables Accepted or Services performed and Accepted through the effective date of the termination.

Mutual Agreement. (09/17) The City and Contractor, by mutual written agreement, may terminate this Contract at any time.

Material Breach. (09/17) Either Party may terminate this Contract in the event of a

Material Breach of this Contract by the other. Prior to such termination, however, the Party seeking the termination shall give to the other Party written notice to cure the Material Breach and of the Party's intent to terminate. If the Party has not entirely cured the Material Breach within thirty (30) Calendar Days of the

RFP # 00002658 26 of 58 RFP Information Packet notice, then the Party giving the notice shall have the option to: (a) terminate this

Contract by giving a written notice of termination, (b) seek any remedies in this

Contract, in law, or at equity, to the extent not otherwise limited by the terms of this Contract, or (c) any combination thereof.

Force Majeure. (09/17) Either Party may terminate this Contract due to a Force Majeure

Event as set forth in Section 0, Force Majeure.

Bankruptcy. (09/17) The City may terminate this Contract if Contractor: (a) becomes insolvent, makes a general assignment for the benefit of creditors; (b) suffers or permits the appointment of a receiver for its business or assets; (c) becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, and such proceeding has not been dismissed within a sixty

(60) Calendar Day period; or (d) has wound up or liquidated, voluntarily or otherwise.

Non-Availability of Funds. (01/25) Every obligation of the City under this Contract is conditioned upon the availability of funds appropriated or allocated for the fulfillment of the City’s obligations. If funds are not allocated and available for the continuance of this Contract, the Contract may be terminated by the City at the end of the period for which the funds are available. No liability shall accrue to the

City if this provision is exercised, and the City shall not be obligated or liable for any future payments as a result of termination under this paragraph.

Ownership Upon Termination. In the event of termination all of Contractor's Work

Good to date shall be delivered to the City, and it will become and remain property of the City.

Void Assignment. (09/20) In the event that Contractor assigns its obligations under this

Contract to a third party in a manner other than as set forth in Section 0, Assignment, the City shall have the option to terminate this Contract without any notice or cure period or further obligation to Contractor or the assignee, and promptly receive a refund for fees paid for Goods delivered and/or Services performed by the third party.

Waiver. (09/17) No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of this Contract. The failure of either Party to insist upon any of its rights under this Contract upon one or more occasions, or to exercise any of its rights, shall not be deemed a waiver of such rights on any subsequent occasions.

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Severability. (09/17) Any section of this Contract which is held or declared void, invalid, illegal or otherwise not fully enforceable shall not affect any other provision of this

Contract and the remainder of this Contract shall continue to be binding and of full force and effect. This Contract shall be binding upon and inure to the benefit of the City and its successors and assigns.

Business Tax Registration. (09/17) Contractor shall register for a City of Portland business license as required by Chapter 7.02 of the Code of the City of Portland prior to execution of this Contract. Additionally, Contractor shall pay all fees or taxes due under the Business License Law and the Multnomah County Business

Income Tax (MCC Chapter 12) during the full term of this Contract. Failure to be in compliance may result in payments due under this Contract to be withheld to satisfy amount due under the Business License Law and the Multnomah County

Business Income Tax Law.

EEO Certification. ( 09/25) Contractor will be certified as an Equal Employment

Opportunity Employer as prescribed by Chapter Public Contracting rule 5.33.076 and maintain its certification throughout the term of this Contract.

Non-Discrimination in Benefits. (09/25) Throughout the term of this Contract, Contractor will provide and maintain benefits to its employees with domestic partners equivalent to those provided to employees with spouses as prescribed by Public

Contracting Rule 5.33.077.

Sustainability. (09/25) The City’s Sustainable City Principles, directs City Bureaus to pursue long-term social equity, environmental quality, and economic vitality through innovative and traditional mechanisms. . It is the policy of the City of

Portland to encourage the use of Goods or Services that help to minimize the human health and environmental impacts of City operations. Contractor is encouraged to incorporate environmentally preferable Goods or Services into its work performance wherever possible. "Environmentally preferable" means Goods or Services that have a lesser or reduced effect on human health and the environment when compared with competing Goods or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the Good or Service.

Packaging. (09/17) All packaging should be minimized to the maximum extent possible without compromising Good quality. The City encourages packaging that is reusable, readily recyclable in local recycling programs, is made from recycled materials, and/or is collected by Contractor for reuse/recycling.

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Contract Not Exclusive (09/20) The City may, but is not…