Doc2286313374 RFP.pdf

RFP # Doc2286313374 1 of 13 RFP Information Packet

RFP Number Doc2286313374 Personal Services July 7, 2026

Request for Proposals (RFP) for

JOB ORDER CONTRACT PROGRAM

DEVELOPOMENT AND IMPLEMENTATION

Project Information Packet Section 1: Opportunity Overview

Section 2: How Your Proposal Will Be Evaluated

Section 3: Scope of Work

Section 4: Sample Contract

Section 5: RFP Terms and Conditions

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RFP at a Glance Proposals Due:

July 30, 2026, by 4:00 p.m. Pacific Time

Summary:

Procurement Services is seeking proposals from Proposers with demonstrated experience in Job Order Contract (JOC) Program development and implementation, and proposes to engage the successful Proposer to develop, implement, and support the administration of a JOC Program that is in adherence to Oregon Revised Statutes (ORS) and Portland City Code (PCC).

The successful Proposer shall provide training and on-call support to City personnel and contractors on the Program itself. All recommendations are to be in accordance with industry best practices.

Submit Your Proposal:

City of Portland Online Procurement Center:

https://www.portland.gov/business-opportunities/events/bids

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 proposals are due. Any questions received after may not be answered. Only the Single Point of Contact can answer questions about this RFP.

Valentine Hellman Sr. Procurement Specialist Procurement Services

(503) 823-8234 valentine.hellman@portlandoregon.gov https://www.portland.gov/business-opportunities/events/bids mailto:valentine.hellman@portlandoregon.gov

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Section 1: Opportunity Overview

1.1 Background

Procurement Overview Procurement Services aids and supports the City’s various bureaus with all procurement and contracting activity and is responsible for making sure the procurement process is open, fair, and competitive. Procurement Services is also responsible for determining the most efficient and effective means of procuring and contracting for goods and services that the bureaus need.

Job Order Contract (JOC) Program Development and Implementation Overview The JOC Program can be utilized by any of the City’s bureaus for work at any City-owned facility, City-leased facility, or City infrastructure project. Some of the work is routine in nature and very commoditized but will occur across the City at different geographic locations. While the overall amount of work is significant in volume, each individual project may not be all that large.

These types of projects are difficult to support from a traditional procurement and contracting perspective. JOC offers a method to accomplish this type of work more effectively through an alternative delivery method using indefinite delivery, indefinite quantity contracts. The City’s goals in implementing a JOC Program are to streamline the process for executing small to medium projects and develop relationships and contracts with contractors to more quickly and efficiently respond to project demands. JOC contracts are competitively bid, indefinite quantity contracts – in which contractors bid an adjustment factor to preset construction unit prices – used to accomplish work needed. A JOC contract is comprised of a series of individual tasks issued as job orders under a Master Agreement.

Needs Statement Procurement Services is seeking proposals from individuals, firms, teams or consultants, hereafter called “Proposer(s),” with demonstrated experience in Job Order Contract Program development and implementation, and proposes to engage the successful Proposer to develop, implement, and support the administration of a JOC Program that is in adherence to Oregon Revised Statutes (ORS) and Portland City Code (PCC). The successful Proposer shall also provide training and on-call support to City personnel and contractors on the Program itself. All recommendations are to be in accordance with industry best practices.

See Functional and Technical Requirements and the Scope of Work below for a complete list of the City’s technical and required services, and deliverables.

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1.2 Outcome Goals

Develop, implement and support the administration of a JOC Program that is in adherence to Oregon Revised Statutes and Portland City Code.

Develop and maintain a Catalog or Unit Price Book (UPB) that contains individual construction tasks for all aspects for general conditions, maintenance, repair and construction of facilities, roads, parking lots, and other construction-related components for public infrastructure/public works projects.

Provide training and on-call support before implementation and during the administration of the JOC Program to City personnel and contractors on the Program itself, as well as UPB implementation and use. All recommendations are to be in accordance with industry best practices.

Make presentations and conduct trainings for contractors and various City work groups.

1.3 Contract Details

The City anticipates having the successful Proposer begin work immediately upon contract execution and continue performing the specified services herein for three (3) years, with two (2), one-year options to renew at the City’s sole discretion.

1.4 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.

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/business-opportunities/events 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.

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 Points Points for sub-criteria

Cover Letter N/A — Project Team 20 — Proposer Capabilities 10 — Project Approach and Understanding 25 — Proposed Fee Structure 25 — https://www.portland.gov/policies/public-contracting-rules

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Corporate Responsibility 20 — Equal Employment Opportunity and Access in Subcontracting — 10

Equal Opportunity Employer and Community Involvement — 5

Sustainable Business Practices — 5 Supporting Information N/A —

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.

Evaluation Phase 2 – Interviews, Demonstrations, or Presentations

The scoring of Phase 2 generally will be as follows. Further detail on specific criteria, weighting, and point breakdown will be part of the information and instructions provided by the City at the end of Phase 1.

Phase 2 Evaluation Criteria Evaluation Criteria Points Content of Phase 2 Evaluation To be determined 100

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 a 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

1. TECHNICAL OR REQUIRED SERVICES

At a minimum the Consultant shall be responsible for the following:

• Develop JOC Program: The Consultant shall work with the City to develop the JOC Program. Program development includes meeting with the City’s various Bureaus and departments to assess their needs for this Program, as well as preparing, and proposing a JOC Program which will most effectively meet the City’s needs.

• Implement JOC Program: Consultant shall assist the City with implementation of the Program including training for contractors and City staff. Consultant shall work with City to create and document all processes and forms needed to successfully implement the Program.

• Support JOC Program: Consultant shall assist City with initial and on-going job orders and follow up as needed. Consultant shall also provide updates for unit price book. If the Consultant recommends software and the City accepts the recommendation, the Consultant shall also provide on-going technical support and training for the software.

The successful Proposer shall perform the tasks listed below for this project, and shall be expected to work closely with designated City personnel to accomplish these goals:

a. Development of the UPB or Catalog

b. Training for contractors and City project managers

c. Training for any software application, if applicable

d. Development of JOC solicitation

e. Post JOC contract award support for contractors and City project managers

f. Technical support on software application, if applicable

g. Technical support reviewing contractor proposals for job orders prior to execution

h. Periodic adjustments to UPB or catalog, as directed by the City

i. Any other technical or administrator support to ensure a successful Program

Unit Pricing: As part of their proposal, Proposers shall propose the use of a Unit Price Book for JOC cost reference and determination. The UPB shall contain individual tasks for all aspects of City construction related components. The tasks included in the UPB will be developed for the type of work the City generally requires, organized by either the City’s Standard Construction Specifications, or by Construction Specifications Institute (CSI) format (as applicable). Tasks should include a task description, specification reference, unit of measure, and unit price specific to the associated work and based on costs for the Portland metro area. Unit prices for demolition shall be provided for each construction task.

Proposers may propose the use of their own unit price books, propose to create a new book, and/or propose the use of a unit price book from a third-party source, or a combination of any of the foregoing. At a minimum the following is required of the UPB:

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• Books must be updated at least annually.

• Tasks and prices in the unit price book must reflect the local prevailing wage requirements of applicable local and state laws.

• Books must be available in a user-friendly, searchable, electronic format.

• The City will have no restrictions on the number of users on the system’s installations.

• The Consultant shall provide support services on an on-call as needed basis to support the City on implementation and utilization of the UPB and general administration of the JOC program.

• Ongoing refinement of the UPB to develop new tasks for recurring non-pre-priced tasks.

• Monitor and analyze the use and effectiveness of the UPB once implemented.

• Assist with interpretation of the customized UPB and provide estimating and reconciliation support as requested.

Training: Consultant will be responsible for furnishing a comprehensive JOC training program.

Training is essential to ensure that the JOC system functions properly. As part of the requirements, the Consultant must have developed specialized training courses that would involve all parties utilizing the Program. This may include procurement staff, field staff, engineers, and administrative staff, as well as contractors working for the City. All aspects of the Program are to be covered in the training. This must include but not be limited to the following:

JOC execution, implementing procedures, system training, post-implementation follow-up, and refreshers as needed. All training is to be "hands on" at the individual City office or contractor’s office, with functional use and individual performance as the objective.

Consultant shall assist the City by training contractors to use the Unit Price Book or equivalent tool to build price proposals for submission to the City. After award of JOC contracts, Consultant shall also review submitted contractor price proposals for accuracy and selection of appropriate construction tasks.

After review, the Consultant shall submit suggested revisions and coordinate with both City staff and the contractor to create an agreeable proposal. The Consultant may also be asked to review contractor’s proposed construction schedule, list of proposed local subcontractors, and other relevant documents. Proposal Development and Review Services also include, but are not limited to:

• Review and become familiar with the Detailed Scope of Work to obtain a clear understanding of the work to be performed.

• Determine that the contractor is proposing the reasonable means and methods to perform the work specified in the Detailed Scope of Work.

• Verify that the correct tasks have been selected to perform the Detailed Scope of Work.

• Verify quantities included in the Price Proposal against the Detailed Scope of Work or any design documents provided by the City.

• Verify that any task listed that is not available in the Unit Price Book includes the requisite price justifications.

• Verify that the correct adjustment factor and unit prices have been used to prepare the

Price Proposal.

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• Explain the necessary revisions to the Price Proposal to the contractor and assist the City in obtaining a final, auditable Price Proposal from the contractor.

2. WORK PERFORMED BY THE CITY / OTHERS

Procurement Services will oversee the contract that results from this RFP, but purely from an administrative perspective. Procurement Services will conduct quarterly meetings with the consultant and representatives from the infrastructure bureaus to discuss ongoing projects, future projects and any current issues that exist.

The City’s infrastructure bureaus will be the end-users of the contract that results from this RFP and will provide individuals with technical subject matter expertise on the projects that may go through a JOC Program. The infrastructure bureaus will also provide the subject matter expertise on developing the UPB or catalog of tasks.

The City has assigned a project manager to oversee the successful Proposer’s work and provide support as needed. Specific duties the City will perform include:

• Manage contractor performance.

• Conduct quarterly business meetings

• Liaise with infrastructure bureaus to determine effectiveness of the Program

The City will provide the successful Proposer with the necessary information to develop the UPB or catalog.

3. PROJECT REVIEWS

The contract that results from this RFP will be managed by Procurement Services, however, on a day-to-day basis, the progress of the work specific to each of the City’s infrastructure bureaus will be managed by each bureau.

4. DELIVERABLES AND SCHEDULE

Deliverables shall be considered those tangible resulting work products that are to be delivered to the City such as reports, draft documents, data, interim findings, drawings, schematics, training, meeting presentations, final drawings, and reports. Unless otherwise specified by the City, the successful Proposer shall prioritize submitting applicable deliverables electronically, and any paper-based deliverables shall be printed double-sided and in bindings or report covers that are fully recyclable, preferably using materials containing post-consumer waste (PCW) recycled content.

Deliverables and schedule for this project shall include:

a. The UPB(s) or catalog(s)

b. Conduct training sessions for contractors and City project managers

c. Provide training materials

d. Conduct training sessions for any software application, if applicable

e. Provide training materials

f. JOC solicitation documents

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g. Post JOC contract award support for contractors and City project managers, as needed

h. Technical support on software application, as needed

i. Technical support reviewing contractor proposals for job orders prior to execution, as needed

j. Periodic adjustments to UPB or catalog as directed by the City

k. Submit monthly subconsultant payment and utilization reporting electronically by the

15th of each month with invoice

All deliverables and resulting work products from this contract will become the property of the City of Portland. As such, the Consultant and any Subconsultants grant the City the right to copy and distribute (in any and all media and formats) project deliverables for regulatory, project certification/recognition, program development, public education, and/or for any purposes at the sole discretion of the City of Portland.

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Section 4: RFP Terms and Conditions Link to RFP Terms and Conditions: https://www.portland.gov/business-opportunities/documents/terms-and-conditions-rfp-sample-v2/download https://www.portland.gov/business-opportunities/documents/terms-and-conditions-rfp-sample-v2/download https://www.portland.gov/business-opportunities/documents/terms-and-conditions-rfp-sample-v2/download

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Section 5: Sample Contract

Contract #_________ Page 1 of 39 Project #_________ Version 5/2026

CITY OF PORTLAND

CONTRACT FOR

JOB ORDER CONTRACT PROGRAM

DEVELPOMENT AND IMPLEMENTATION

Contract Number: _________

As authorized by _____, this 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 __________, with the City’s option to renew annually. The total not-to-exceed amount under this Contract for the initial Term shall be $_______________. (04/20)

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 (9/19)

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

(b) City agrees to pay Contractor a sum not to exceed $_________ for accomplishment of the Project.

(c) Payments shall be made to Contractor according to the schedule identified in Exhibit A, the Contractor’s Price.

Contract #_________ Page 2 of 39

Recitals:

WHEREAS, the City issued Request for Proposal (RFP) # ________ for JOB ORDER

CONTRACT PROGRAM DEVELPOMENT AND IMPLEMENTATION

WHEREAS, Contractor, submitted its Proposal dated ________ in response to the City’s RFP;

and

WHEREAS, the City selected Contractor based on its Proposal;

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION 1 DEFINITIONS (07/21)

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

Contract #_________ Page 3 of 39

“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.

“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. Change Orders cannot change Contract amount or Master Terms and Conditions.

“Confidential Information” (07/21) 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 Personally Identifiable Information as described in the Oregon Consumer Information Protection Act; (2) business plans, negotiations, or strategies; (3) unannounced pending or future products, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by Oregon Public Records Laws and the Uniform Trade Secrets Act; (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, HIPPA); 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

Contract #_________ Page 4 of 39 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.

“Contract Price” (11/18) means the not-to-exceed price agreed upon by the Parties for all Goods and Services.

“Deliverable(s)” (11/18) means the Goods, Services, Documentation or documents or tangible work products 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.

“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” (4/20) means an exceptional, unforeseeable and unavoidable occurrence beyond the reasonable control of the affected Party, such as, riots, epidemics, war, government regulations, labor disputes, fire, natural phenomena, or other causes beyond such Party’s reasonable control.

“Good(s)” (11/18) means the items provided by Contractor to the City under this Contract, as outlined in the Statement of Work.

Contract #_________ Page 5 of 39

“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 Project 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 manufactured by the third party and 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.

“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)” (07/21) 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” (6/19) means the overall delivery of the Goods all related Services including, without limitation, design, development, integration, implementation, testing, support and Maintenance, and 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 on page one of this Contract.

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

Contract #_________ Page 6 of 39

“Services” (11/18) means both ordinary and professional services performed by Contractor under this Contract.

“Specifications” (11/18) means the most current cumulative statement of capabilities, functionality, and performance requirements for the System and its 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.

“Statement of Work” (SOW) (11/18) means the written detailed specifications of the Product(s) and Services(s) to be delivered to the City by Contractor, including any Change Orders subject to the terms and conditions of this Contract.

“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 Contract.

“System” (11/18) means the operational combination of all Goods and Services to be provided by Contractor to City under this Contract.

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

SECTION 2 ORDER OF PRECEDENCE

2.1 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. Exhibit X

7. Exhibit C_, City RFP # ________

8. Exhibit D_, Contractor’s Proposal

Contract #_________ Page 7 of 39

SECTION 3 GENERAL AND ADMINISTRATIVE PROVISIONS

3.1 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.

3.2 Point of Contact. (09/17) Contractor shall be the sole point of contact for the City with regard to this Contract and the System.

3.2.1 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.

3.3 Changes to Contract.

3.3.1 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. The City reserves the right to make administrative changes to the Contract unilaterally, such as extending option years and increasing compensation. An administrative change means a written Contract change that does not affect the substantive rights of the Parties.

3.3.2 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 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.

3.4 Delivery. (08/19) Contractor shall ship Goods freight and insurance prepaid; F.O.B. 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

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Contractor until a Product 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.

3.4.1 Delivery Schedule. (09/17) Contractor shall use best efforts to deliver Product(s) and/or Services(s) on time, in accordance with the scheduled delivery date as set forth in this Contract or an individual, Statement of Work or Change Order.

3.4.2 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.

3.4.3 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 as set forth in Force Majeure. 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.

3.4.4 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.

3.4.5 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.

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

3.5 Contractor and Subcontractor Reporting Requirements. (12/25) 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

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Subcontractor utilization that includes Minority, Women, Veteran, and Emerging Small Business Enterprises (MBE/WBE/VBE/ESB) participation and basis of such certification data and Subcontractor/supplier payment information.

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

3.6.1 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.

3.6.2 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.

3.7 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.

3.8 Records and Audits (06/19)

3.8.1 Records Retention. (06/19) Contractor shall maintain current financial records in accordance with Generally Accepted Accounting Principles (GAAP). Contractor agrees to maintain 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

Contract #_________ Page 10 of 39 this Contract or until the resolution of all audit questions or claims, whichever is longer.

3.8.2 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.

3.8.3 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.

3.9 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.

3.10 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.

3.11 Personnel.

3.11.1 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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3.11.2 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 3.14.3.

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.

3.12 Termination. (06/19) The following conditions apply to termination of this Contract. 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. In the event of termination all of Contractor's Work Product to date shall be delivered to the City, and it will become and remain property of the City.

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

3.14 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.

3.15 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

Contract #_________ Page 12 of 39 the Material Breach within thirty (30) Calendar Days of the 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.

3.16 Force Majeure. (09/17) Either Party may terminate this Contract due to a Force Majeure event as set forth in Section 5.13, Force Majeure.

3.17 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.

3.18 Void Assignment. (09/17) 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 5.8, 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.

3.19 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.

3.20 Severability. (09/17) Any section of this Contract which is held or…