ODFW Tracking #: 063-23 OregonBuys Tracking #: S-63500-00005795

STATE OF OREGON’S DEPTPARTMENT OF FISH AND WILDLIFE

COVER PAGE

Walk-in Freezer and Walk-in Cooler Combination Replacement

Invitation to Bid (ITB) for a Goods and Service Contract

OPEN MARKET BID S-63500-00005795

Date of Issue: 2/14/2023

Closing: 2/28/2023, Time 3:00 PM (Pacific)

Single Point of Contact (SPC): Alan Hansen, OPBC

Issuing Office: Oregon Department of Fish & Wildlife / Contract Services

Address: 4034 Fairview Industrial Drive SE

City, State, Zip: Salem, OR 97302

Phone (voice): 503-947-6134

E-mail: alan.s.hansen@ODFW.oregon.gov

The State of Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

mailto:alan.s.hansen@ODFW.oregon.gov

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

1.2 SPECIFICATIONS ........................................................................................................... Error! Bookmark not defined.

1.3 SCHEDULE OF EVENTS

1.4 DEFINITION OF TERMS

1.5 SINGLE POINT OF CONTACT

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

2.2 PROCUREMENT METHOD

2.3 Oregon buys

2.4 QUESTIONS AND CLARIFICATIONS

2.5 PROTEST OF ITB

2.6 ADDENDUM

2.7 PROTEST OF ADDENDUM

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.3 BID REQUIREMENTS (PASS/FAIL)

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

4.2 RESPONSIBILITY DETERMINATION

4.3 COST COMPARISON

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

4.5 REFERENCES

4.6 METHOD OF AWARD

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

5.2 INTENT TO AWARD PROTEST

5.3 PAY EQUITY

5.4 NONDISCRIMINATION IN EMPLOYMENT

5.5 OTHER REQUIRED INFORMATION

SECTION 6: CONTRACT EXECUTION

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

7.3 COST OF BIDDING

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

7.6 RECYCLED PRODUCTS

LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE CONTRACT

ATTACHMENT B – BID COVER SHEET & BID SUBMITTAL FORM

ATTACHMENT C – INSURANCE REQUIREMENTS

ATTACHMENT D – REFERENCE CHECK FORM

ATTACHMENT E – COBID CERTIFICATION / OUTREACH PLAN

ATTACHMENT F – RESPONSIBILITY INQUIRY

ATTACHMENT F- FEDERAL TERMS AND CONDITIONS

SECTION 1:GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

The State of Oregon, acting by and through the Department of Fish and Wildlife, (“ODFW” or “Agency”), is issuing this Invitation to Bid (ITB) to establish a Contract to replace the existing Glacier brand walk-in freezer and walk-in cooler combination. The existing walk-in freezer and cooler combination was installed in 1984 and has exceeded life expectancy. The existing units are on a cement pad and are covered.

To view the old Freezer/Cooler combination please call Richard Green @ 541-757-5240 between the hours of 8:00 and 5:00 Monday through Friday to set up and appointment to view the unit, If there is no answer please leave a voice mail message.

The Existing walk-in freezer:

Exterior dimensions: 152” W x 116” L x 102” H Interior dimensions: 148” W x 108” L x 93” H

The Existing walk-in cooler:

Exterior dimensions: 79” W x 116 L x 102” H Interior dimensions: 75” W x 108” L x 93” H

I. PROJECT DESCRIPTION, DESCRIPTION OF WORK and TASKS:

Project Description or Description of Work.

The Contractor will demolish, remove, and dispose of the existing walk-in freezer and walk-in cooler combination and replace with new unit of equivalent size. This will include pumping down and recovery of refrigerant and disposal of existing walk-in freezer and walk-in cooler combination. Contractor will also provide all needed permits, engineered drawings, delivery and construction of new walk-in-freezer and walk-in cooler combination and refrigeration components. New walk-in freezer and walk-in cooler combination to include two entry doors with kick plates, interior lights, and elevated condenser units. Contractor also to provide or sub-contract any high voltage electrical wiring, disconnects or switches.

TASKS:

Contractor will:

1. Demo and remove existing walk-in freezer and walk-in cooler combination. Includes pumping down and recovery of refrigerant and complete disposal of existing box.

2. Include all needed permits and engineered drawings.

3. Include delivery of all refrigeration equipment to site.

4. Provide and install complete walk-in freezer and walk-in cooler combination including all necessary outdoor construction, refrigeration components and start-up of refrigeration equipment.

5. New unit to include two entry doors with kick plates, interior lights, and elevated condenser bases

6. Include or sub-contract any high voltage electrical wiring, disconnects, relays or switches

ODFW will:

1. If needed, provide flat concrete pad between demo of existing and construction of new walk-in freezer and walk-in cooler combination

2. Provide any parking bollards that may be required

II. DELIVERABLES AND SCHEDULE:

• Contractor will provide needed permits and engineered drawings by 01 May 2023

• Contractor will deliver all refrigeration equipment to site during week of 08-12 May 2023

• Contractor will start demo of existing walk-in freezer and walk-in cooler combination on 15 May 2023.

• Contractor must have the project completed on or before June 16, 2023.

1.2 SCHEDULE OF EVENTS

The table below represents a tentative schedule of events. Agency may modify these dates at any time, with appropriate notice. All times are Pacific Time (PT).

EVENT DATE TIME (Pacific Time)

Questions and Clarifications Due February 21,2023 3:00 pm

Answers to Questions and Clarifications Due (approximate)

February 22, 2023 3:00 pm

Closing (Due Date and time to submit Bids) See cover page

Opening of Bids February 28, 2023 4:00 pm

OREGONBUYS Notice of Intent to Award (approximate)

February 28, 2023 3:00 pm

Contract Execution (approximate) March 7, 2023 TBD

Agency operating hours are:

Monday through Friday 8:00 AM to 5:00 PM, Pacific Time, except for state holidays and State approved closures, including those for inclement weather.

1.3 DEFINITION OF TERMS

For the purposes of this ITB, unless specifically defined in this ITB, capitalized words have the meanings provided in OAR 125-246-0110. These definitions do not apply to the Proposed Contract attached as Attachment A.

1.3.1 “FOB” and “F.O.B.” stand for “Freight on Board.” When used in conjunction with “Origin,” “Destination,” or a location name (e.g., “North Powder, Oregon”), FOB or F.O.B. indicates the location at which liability and ownership of goods transfers from seller to buyer.

1.3.2 “OregonBuys” means the online electronic e-Procurement system administered by the State Procurement Office. GENERAL DEFINITIONS

Terminology specific to the OregonBuys system may be found at: https://oregonbuys.gov/bso/

“SPC” means the Single Point of Contact listed on the cover page of this ITB. All communications related to any provisions of this ITB shall be directed only to the SPC to ensure every Bidder receives the same information.

“Schedule of Events” means the specific time and dates events relating to this ITB will occur.

“Successful Bidder” means the person(s), organization(s) to which the award is made.

1.4 SINGLE POINT OF CONTACT

All questions, requests for clarification, and protests about any component of this ITB, including the technical requirements, contractual requirements, and the procurement process must be directed to the SPC identified on the cover page of this ITB.

SECTION 2:ITB PROCESS

2.1 PROCUREMENT AUTHORITY

Agency is conducting this ITB pursuant to ORS 279A.050 and OAR 125-246-0170(3).

2.2 PROCUREMENT METHOD

Agency is using the Intermediate Bidding method, pursuant to ORS 279B.070 and OAR 125-247-0255, and may use any available optional procedures.

2.3 OREGON BUYS

This ITB, including all Addenda, attachments and exhibits are posted on the Oregon Buys at https://oregonbuys.gov/bso/. ITB documents will not be mailed. Parties without access to Oregon Buys may download copies at Agency at the location identified on the cover page of this ITB.

2.3.1 ALTERNATIVE ACCESSIBILITY TO ADDENDA, ATTACHMENTS, AND EXHIBITS

If an exhibit, attachment or Addendum is used, but cannot be viewed or downloaded through OREGONBUYS, the ITB will include instructions on how to obtain these documents.

2.3.2 OREGONBUYS ASSISTANCE

Parties needing assistance with OREGONBUYS may contact the OREGONBUYS Helpdesk by telephone at 1-855-800-5046 or by email at support.oregonbuys@oregon.gov.

2.3.3 OREGONBUYS REGISTRATION INFORMATION

Current and correct registration information is the sole responsibility of the registered party. Agency accepts no responsibility for missing or incorrect information.

2.4 QUESTIONS AND CLARIFICATIONS

All questions and requests for clarification, related to this solicitation must:

• Be submitted in writing to the SPC identified on the cover page of this ITB via Oregon Buys or email https://oregonbuys.gov/bso/ https://oregonbuys.gov/bso/ mailto:support.oregonbuys@oregon.gov are acceptable).

• Reference the ITB # Open Market Bid S-63500-00004988

▪ Identify the section number and the passage.

▪ Include name and contact information of party submitting question or clarification.

• Be received by the due date for questions and clarifications identified in Section 1.3 of this ITB.

Questions by telephone are not accepted.

Agency will respond to questions and requests for clarifications through Oregon Buys. In its’ sole discretion, Agency, may change this ITB by written Addendum and post to Oregon Buys. Clarifications, corrections or changes to this ITB made in any other manner are not binding on the State.

2.5 PROTEST OF ITB

THIS IS AN INTERMEDIATE PROCUREMENT (OAR 125-247-0270). Agency will not be accepting protests.

2.6 ADDENDUM

Unless otherwise stated in the ITB, Agency shall post any Addendum on OREGONBUYS. Addendum are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OREGONBUYS, unless an alternate process is defined in Section 2.4.2. Bidder is responsible for monitoring OREGONBUYS regularly until ITB Closing. Agency is not responsible for sending Addendum to any prospective Bidder.

2.7 PROTEST OF ADDENDUM

Unless a modified deadline is set forth through Addendum, a prospective Bidder may submit a protest of the Addendum by the close of the next business day after the issuance of the Addendum, or no later than the due date for Protests of ITB identified in Section 1.3 of this ITB, whichever is later. Unless otherwise specified in the Addendum, a protest must be submitted in the same manner as a protest of the ITB under Section 2.6.

SECTION 3:INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Bids are firm offers for a period of 180 calendar days from Closing.

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.2.1 BID FORMAT

Bidder shall submit its Bid either through OREGONBUYS or via email to odfw.bids@odfw.oregon.gov

Bids will be in PDF or Word format. It is not the responsibly for corrupt, unopenable, or unreadable submissions.

The Bid should be presented in a format corresponding and referencing the sections contained in Section

3.3. Responses should be presented in the same order and identify the item being addressed.

3.2.2 SUBMITTING BIDS

Bidder is solely responsible for ensuring its Bid is received by the Agency in accordance with the ITB requirements, by closing, at the location specified on the cover page of this ITB. Agency shall not be responsible for any delays in delivery.

mailto:odfw.bids@odfw.oregon.gov

3.2.3 QUANTITY OF BIDS TO BE SUBMITTED

One Bid with original signature, and all required documents must be submitted on or before Closing (date and time). Envelopes, packages, or boxes must be marked in accordance with Section 3.2.4.

3.2.4 ENVELOPE, PACKAGE OR BOX LABEL

The Bid shall be submitted in a sealed envelope, package, or box bearing the following information:

• Name of Bidder (or Company Name)

• ITB Number

• Closing (date and time)

• SPC Name

3.2.5 BID MODIFICATION

It is the responsibility of the Bidder to ensure modified Bids are submitted before the Closing date and time.

A Bidder wishing to make modifications to a Bid already received by Agency must:

• Withdraw its Bid in order to make modifications and resubmit the Bid pursuant to Section 3.2.6.

• All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Submit modification(s), in writing, on Bidder’s letterhead, noting the specific change(s) to the original Bid submission. All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

• Oral, electronic, facsimile, or telephonic modifications will not be accepted.

3.2.6 BID WITHDRAWAL

If a Bidder wishes to withdraw its Bid, the Bidder must withdraw its Bid prior to Closing date and time. The Bidder must submit a written notice on Bidder’s letterhead of intent to withdraw its Bid. The notice must identify the ITB number, be signed by the authorized representative and be received by the SPC identified on the cover page of this ITB prior to the Closing date and time.

3.2.7 LATE BIDS

Late bids will NOT be accepted or reviewed. Late Bids will not be returned to the respective Bidder.

3.2.8 OPENING OF BIDS

Bids will be publicly opened, and the names of all Bidders will be read by Agency at the location identified on the cover page of this ITB.

3.3 BID REQUIREMENTS (PASS/FAIL)

Bids will be reviewed on a Pass/Fail basis. Failure to provide any of the information or comply with any of the requirements in this section 3.3 and its subsections MAY be considered nonresponsive. Agency has the right to determine if Bids substantially meet the requirements of this ITB.

3.3.1 CLOSING

Bids must be submitted by Closing date and time to be considered.

3.3.2 REQUIRED FORMS

Bidder must submit the following forms:

• Attachment B – Bid Cover Sheet and Bid Submittal

• Attachment D – Reference Check Form

• Attachment E – COBID Certification / Outreach Plan

• Attachment F – Responsibility Inquiry

3.3.3 AUTHORIZED SIGNATURE

The Bid must be signed by person(s) legally authorized to bind the Bidder to the Bid and the Contract resulting from this ITB. Upon request by Agency, any representative submitting a Bid on behalf of the Bidder shall provide a current document certifying the representative’s authority to bind the Bidder. Upon request of Agency, Bidder shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the Bid to execute agreements on behalf of the entity.

3.3.4 REFERENCES

Bidder must provide Three (3) references from similar projects performed for any clients within the last Five

(5) years. Information provided must include:

• Reference name, telephone number, email, and mailing address.

• Description of services or products provided.

• Service or product delivery starting and ending dates; and

• Reference representative name, telephone number, and email address.

3.3.5 MATERIAL OR TECHNICAL REQUIREMENTS

Reserved

3.3.6 KEY PERSONS

Reserved

3.3.7 BID REQUIREMENTS

Bidder must provide all information required in Attachment A, B, C, and F of this ITB.

SECTION 4:BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

A Bid received prior to Closing will be reviewed to determine if it is Responsive to all ITB requirements including compliance with Bids Requirements section. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. If the SPC finds the Bid non-Responsive, the Bid may be rejected, however, Agency may waive mistakes in accordance with OAR 125-247-0470.

4.2 RESPONSIBILITY DETERMINATION

Agency will determine if an apparent successful Bidder is Responsible prior to award and execution of the Contract. Bidder(s) shall submit a signed Responsibility Inquiry form (Attachment F) with Bid.

At any time prior to award, Agency may reject a Bidder found to be not Responsible.

4.3 COST COMPARISON

Agency shall award the Contract to the lowest Responsible Bidder whose bid substantially complies with the requirements and criteria set forth in this Section.

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

Reserved

4.5 REFERENCES

Agency may check to determine if references provided are supportive of the Bidder’s ability to comply with the requirements of this ITB. Failure to provide complete and accurate information in a Bid may be cause for rejection.

Agency may conduct other reference checks with persons whose names have not been provided by Bidder, but whom Agency has knowledge. Agency may use references to obtain additional information, break ties, or verify any information needed.

4.5.1 RECIPROCAL PREFERENCE

For bid calculation purposes per OAR 125-246-0310, Agency shall add a percent increase to each out-of-state Bidder’s Bid price that is equal to the percent preference, if any, given to a Resident Bidder in the Bidder's state.

4.5.2 RECYCLED MATERIALS

In comparing Goods from two or more Bidders, if at least one Bidder offers Goods manufactured with Recycled Materials, and at least one Bidder does not, Agency will select the Bidder offering Goods manufactured from Recycled Materials if each of the conditions specified in ORS 279A.125 (2) exists following any adjustments made to the price of the Goods according to any applicable reciprocal preference.

4.5.3 PUBLIC PRINTING

Agency shall, for the purpose of evaluating Bids, apply the public printing preference set forth in ORS 282.210.

4.5.4 TIEBREAKERS

Oregon Supplies: If Agency receives Bids identical in price, fitness, availability, and quality and chooses to award a Contract, Agency shall award the Contract in accordance with the procedures outlined in OAR 125-246-0300.

4.6 METHOD OF AWARD

4.6.1 GENERAL AWARD

If awarded, Agency must award the Contract to the Responsible Bidder submitting the lowest, Responsive Bid. Agency may award by item, groups of items or the entire Offer provided such Award is consistent with this ITB and in the public interest.

SECTION 5:INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

After a final selection is made, Agency will issue a notice of Intent to Award on OREGONBUYS. Bid files are public records and available for review at Agency by appointment.

https://www.naspo.org/reciprocity1

5.2 INTENT TO AWARD PROTEST

THIS IS AN INTERMEDIATE PROCUREMENT (OAR 125-247-0270). Agency will not be accepting protests.

Questions, including requests for explanations of the meaning or interpretation of provisions of this ITB, and Solicitation must be submitted to the Single Point of Contact email address indicated on the cover page.

questions may be delivered thru Oregon Buys, or via e-mail and must be received by ODFW no later than the date and time indicated on the Cover Page of this ITB. Questions received past the specified deadlines will not be accepted.

If Agency receives only one Bid, Agency may dispense with the evaluation process and Intent to Award protest period and proceed with Contract award.

5.3 PAY EQUITY

If selected for award and as applicable, Bidder shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate issued to the Bidder by the Oregon Department of Administrative Services. See https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx for requirements.

ORS 279B.110(2)(f) requires that Bidder provide this prior to execution of the Contract.

As required by ORS 279B.070, Contractor shall comply with ORS 652.220 and shall not discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based on an employee’s membership in a protected class.

Contractor must comply with ORS 652.220 as amended and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

5.4 NONDISCRIMINATION IN EMPLOYMENT

As a condition of receiving the award of a Contract under this ITB, Bidder must certify, in accordance with ORS 279A.112, it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct constituting sexual harassment, sexual assault, or unlawful discrimination.

5.5 OTHER REQUIRED INFORMATION

5.5.1 INSURANCE

Prior to award, Bidder shall secure and demonstrate to Agency proof of insurance as required in this ITB.

Insurance Requirements are found in Exhibit B of Attachment A.

https://www.oregon.gov/das/Procurement/Pages/Supplier.aspx

SECTION 6:CONTRACT EXECUTION

After submission of the required information and insurances identified in the ITB by the awardee and obtaining all requisite approvals required, Agency will proceed with final award. The Contact attached hereto as Attachment A is not negotiable.

Contractor shall not commence work under the Contract until the Contract has been executed and the Agency has provided the Contractor with the Notice to Proceed.

SECTION 7:ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

Under ORS Chapter 190, Agency may enter into an agreement with another government body for the Goods or Services that are the subject of this ITB. Intergovernmental agreements are not subject to the Public Contracting Code. If Agency receives an Offer from a government body, Agency will initially review the Offer according to the same criteria set forth in this ITB. Agency, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof and cancel this ITB if it would be in the public interest as determined by Agency.

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this ITB become the property of Agency. The submission of a Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Contract, or as otherwise needed to administer the ITB process, and to fulfill obligations under Oregon Public Records Laws. Bids, including supporting materials, will not be returned to Bidder unless Agency cancels this ITB prior to the Closing identified in Section 1.3.

7.3 COST OF BIDDING

Bidders must pay all costs of bidding including, but not limited to, the cost to prepare and submit Bids, samples and other supporting materials, or to participate in demonstrations, if required by this ITB.

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

Pursuant to ORS 279B.100, Agency may reject any or all Bids in whole or in part and may cancel this ITB at any time when the rejection or cancellation is in the best interest of the State. Agency, the State, and their officers, employees and agents are not liable to any Bidder for any loss or expense caused by or resulting from the delay, suspension, or cancellation of this ITB, or rejection of any or all Bids. Unless Agency cancels this ITB prior to the Closing identified in Section 1.3, all Bids will become part of the public record without obligation to Agency.

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

Following award of Contract, responses to this ITB are subject to public information requests unless the response or specific information contained therein is identified as exempt from public disclosure. Bidder is advised to consult with legal counsel regarding disclosure issues.

If Bidder believes any portion of its Bid contains information considered a trade secret under ORS Chapter 192.345(2), or otherwise is exempt from disclosure under the Oregon Public Records Law, ORS 192.311 through 192.478, each page containing such information must include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192 and is not to be disclosed except in accordance with the Oregon Public Records Law, ORS 192.311 through 192.478.”

Identifying the Bid in whole as exempt from disclosure is not acceptable. Cost information submitted in response to an ITB is generally not considered a trade secret under Oregon Public Records Law. If Bidder fails to identify the portions of the Bid which Bidder claims are exempt from disclosure, Bidder is deemed to have waived any future claim of non-disclosure of that information.

7.6 RECYCLED PRODUCTS

Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract services or work set forth in this document and the subsequent Contract. (ORS 279B.055(2)(f), ORS279B.225, and ORS279B.270-279B.280)

STATE OF OREGON - CONTRACT FOR GOODS

This Contract for Goods and related services (“Contract”) is between the State of Oregon, acting by and through its Department of Fish and Wildlife (“Agency”) and Offeror Business Name here (“Contractor”) and is effective on the Effective Date. Agency and Contractor are the parties to this Contract.

Contractor’s Contract Administrator for this Contract is:

Name, Title Business Address City, State ZIP Phone: (XXX) XXX-XXXX

Agency’s Contract Administrator for this Contract is:

Richard Green/Project Manager Wildlife Health & Population Lab 7118 NE Vandenberg Ave Corvallis, OR 97330 Phone: (541) 757-5240 richard.l.green@odfw.oregon.gov

Agency or Contractor may change its Contract Administrator by providing the other notice in compliance with Section 18.9 of this Contract.

RECITALS

A. Agency needs to purchase replace the existing Glacier brand walk-in freezer and walk-in cooler combination.

B. Contractor is willing to provide Goods to and perform the related Services for Agency.

AGREEMENT

The parties agree as follows:

The parties agree that the following terms and conditions will govern the purchase of the Goods and the provision of training, maintenance, and support services to Agency by Contractor.

1. Contract Term: Option to Renew. The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates June 30th, 2023. The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

Agency may request extensions of this Contract for additional terms upon 30 Calendar Days prior notice to Contractor. If agreed, the parties will amend the Contract as set forth in Section 32.

2. Contract Documents and Definitions. This Contract consists of the following documents, which are listed in the order of precedence. In the event of a conflict between any of the provisions in this document or any of the exhibits or attachments, the parties shall resolve the conflict applying the terms in the following order:

1) Exhibit A (Description of Goods and Related Services);

2) Exhibit B (Insurance)

3) Exhibit C (Federal Terms and Conditions) mailto:richard.l.green@odfw.oregon.gov

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

Definitions. For the purposes of this Contract, the following terms have the following definitions:

“Business Days” means Monday through Friday, 8:00 am to 5:00 pm Pacific Time, excluding State of Oregon holidays.

“Calendar Days” means contiguous days.

“Goods” means all the goods, supplies, and materials described on Exhibit A attached hereto.

“Services” means the warranty, maintenance and support services associated with the purchase of the Goods, including: installation and training as more fully described in Exhibit A.

“Third Party Intellectual Property” means software or other intellectual property owned by parties other than Contractor or Agency.

3. Delivery and Acceptance; Title.

3.1. Agency shall purchase from Contractor and Contractor shall sell to Agency certain Goods and related Services, as more particularly described in Exhibit A. Contractor shall deliver the Goods F.O.B.

to Agency’s location at the Wildlife Health & Population Lab, 7118 NE Vandenberg Ave, Adair Village OR 97330, with all transportation and handling charges paid by Contractor. Contractor shall ship the Goods no later than the date set forth on Exhibit A or as otherwise agreed by Contractor and Agency.

3.2. Agency certifies that it is purchasing the Goods for its own use and not for remarketing, and that it will not assign the on-order Goods to any party other than Contractor or a Contractor affiliate without written consent of the Contractor, which shall not be unreasonably withheld.

3.3. Contractor accepts the risk, responsibility and liability for loss or damage to the Goods. This risk shall remain with Contractor until acceptance of the Goods by Agency in accordance with the acceptance procedures described in Section 3.5 below. However, during the period between delivery of the Goods to Agency and prior to Agency’s acceptance, Contractor shall not be responsible for loss or damage that results from Agency’s use of the Goods with a product that is not authorized by Contractor, Agency’s misuse or unauthorized modification of the Goods, improper maintenance of the Goods by Agency, or Agency’s storage or operation of the Goods in a physical or operating environment that Contractor has advised Agency is unsuitable for the Goods.

3.4. Contractor shall deliver and install Goods as described in Exhibit A and shall provide any component or part necessary for proper installation and operation even though that item is not specifically described in the exhibit or in any specifications.

3.5. Acceptance.

3.5.1. Agency shall commence acceptance testing on the first day following notification by Agency to the Contractor that all Goods Contractor is required to provide under this Contract have been received and installed and tested as required by this Contract. Unless otherwise agreed, Agency shall have a 30 Calendar Day period ("Acceptance Test Period") to test the functionality of the Goods to determine whether they perform in accordance with the requirements of this Contract and in accordance with the manufacturer’s official published specifications.

3.5.2. Upon completion of Acceptance Test Period, Agency shall promptly notify Contractor in writing regarding whether the Goods have passed or failed the acceptance test. If the Goods pass the acceptance test, then such notice shall be deemed “Final Acceptance.” If the Goods fail the acceptance test, written notice shall be given and include the specific reason(s) for the failures.

3.5.3. In the event the Goods fail the acceptance test, Agency, at its sole option, may return the Goods to Contractor and Contractor shall provide a full refund including any shipping and handling charges, or with the consent of the Contractor. Agency may allow Contractor a set period of time in which to modify or repair the Goods, at no additional cost to Agency, to make the Goods conform to the requirements of this Contract and the manufacturer’s published specifications ("Modified to Conform"). If the Goods are modified to conform, upon completion of the modification(s), Agency shall recommence acceptance testing pursuant to the terms and conditions of this provision.

3.5.4. Unless otherwise agreed, Contractor’s performance of Services is accepted upon Contractor’s complete performance of the Services and Agency’s approval of the Services.

3.6. Title. Title for the Goods passes to Agency in accordance with ORS 72.4010.

4. Compensation.

4.1. Invoices. Upon Final Acceptance of the Goods, Contractor shall submit invoices to Agency’s Contract Administrator, no more frequently than once per month for accepted Goods and Services.

The invoices must describe all Goods and Services delivered or performed and explain all expenses that this Contractor requires Agency to pay and for which Contractor claims reimbursement.

4.2. Payments. Agency shall pay Contractor the amounts set forth in Exhibit A, subject to the Rates and Discounts set forth in Exhibit B, for delivery and installation of the Goods, training services, and for maintenance and support services to be provided by Contractor. The purchase price shall be paid to Contractor within 30 Calendar Days following the date of Final Acceptance of the Goods or Services or the date the invoice is received, whichever is later. After 45 Calendar Days, Contractor may assess overdue account charges up to a maximum rate of two-thirds of one percent per month (8% per annum) on the outstanding balance. All payments are subject to ORS 293.462.

4.3. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor except as authorized in this Contract. Any authorized travel expenses must comply with the Oregon Accounting Manual.

4.4. Funds Available and Authorized. Contractor will not be compensated under this Contract by any agency or department of the State of Oregon other than Agency. Agency believes it has sufficient funds currently available and authorized for expenditure to make payments under this Contract within Agency’s biennial appropriation or limitation. Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

5. Representations and Warranties. Contractor hereby represents and warrants to Agency:

5.1. General Warranties. Contractor represents and warrants to Agency that:

5.1.1. Contractor has the power and authority to enter into and perform this Contract; and

5.1.2. This Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms; and

5.1.3. Contractor shall perform the installation, training and maintenance services set forth in this Contract in accordance with the highest professional standards prevailing in Contractor’s profession and in compliance with the requirements of this Contract; and

5.1.4. Contractor owns or has the right to sell the Goods that are the subject of this Contract; and

5.1.5. Contractor shall, at all times during the term of this Contract, be qualified and competent, and shall maintain in effect any necessary licenses related to its performance under this Contract;

and

5.1.6. For a period of no fewer than six calendar years preceding the Effective Date, Contractor (to the best of Contractor’s knowledge, after due inquiry), has faithfully complied with:

• All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318.

• Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor.

• Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor;

and

• Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

5.1.7. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract.

5.2. Warranties. Contractor hereby warrants to Agency that the Goods shall be free and clear of any liens or encumbrances and shall be new and unused (and, if applicable, the current model) and shall carry full manufacturer warranties and shall be delivered with complete documentation. Contractor warrants that all Goods delivered to Agency shall be free from defects in labor, material, and manufacture, shall be in compliance with the specifications set out in this Contract, and shall be suitable for the operating environment in which it is installed. Contractor shall furnish the details of both Contractor's and manufacturer's warranties on materials and workmanship.

5.3. Software Warranties. Contractor hereby grants to Agency the following Software warranties:

5.3.1. Agency shall receive a license to use the Software, free from any adverse claims asserted by third parties; and

5.3.2. The Software licensed to Agency shall conform to its published documentation and such complete documentation will be delivered to Agency with the Software.

5.4. Warranties are Cumulative. Contractor’s warranties provided in this Section 7 are in addition to and not in lieu of any other warranties provided elsewhere in the Contract. All warranties provided for in this Contract shall be cumulative, shall be deemed consistent and not in conflict, are intended to be given full force and effect and to be interpreted expansively to give the broadest warranty protection to Agency.

6. Independent Contractor Certification; Responsibility for Taxes and Withholding

6.1. Independent Contractor. Contractor hereby certifies that it is an independent contractor, and it shall provide all Goods and perform all related Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Goods and Services and (ii) to evaluate the quality of the Goods and Services; however, Agency may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of the provision of the Goods or its performance under this Contract.

6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from provision of the Goods or otherwise performing under this Contract.

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise.

6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

7. Warranty; Maintenance and Support.

7.1. Warranty. Contractor hereby assigns to Agency, and Agency shall have the benefits of, any and all manufacturers' or Contractors' warranties, representations, indemnities and service agreements for the Goods to the extent assignable by Contractor, and to the extent such warranties, representations, indemnities and service agreements are not assignable by Contractor, Contractor agrees that State or Agency may assert or enforce in its own name or in the name of Contractor any right Contractor may have to enforce such warranties, representations, indemnities and service agreements.

7.2. Maintenance and Support. Contractor represents that following the date of Final Acceptance and expiration of the warranty, the Goods are eligible for long-term maintenance and support provided by either Contractor, the manufacturer of the Goods or a subcontractor of either. Agency and Contractor may enter into a long-term maintenance and support agreement substantially similar to the Maintenance and Support Agreement attached hereto as Exhibit E, provided, that at a minimum, such maintenance and support agreement will require the entity providing support to be available 24 hours a day, seven days a week, and to respond to Agency’s request for support for the Goods within one hour. Such one-hour response time shall require the entity providing maintenance and support to return Agency’s phone call requesting support within 30 minutes, and in the case of Goods problems requiring service, to be at State’s site within one (1) hour maximum.

In the event that a subcontractor provides maintenance and support, the subcontractor must be certified or authorized by the original equipment manufacturer to perform maintenance and service on the Goods. All subcontractors must be certified or authorized by the original equipment manufacturer to perform maintenance and service on the Goods.

7.3. Software Maintenance and Support. Either Contractor or Software provider will (i) furnish such materials and services as are necessary to correct any defects in the Software and maintain the Software in good working order in accordance with published specifications, and (ii) provide Agency with any enhancements, updates, replacements, revisions, additions, or conversions to the Software, including appropriate documentation, training and on-site installation support.

8. Confidential Information.

8.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents, or subcontractors may, in the course of performing under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor may come into contact with or that is obtained by Contractor in the performance of this Contract is confidential information of Agency (“Confidential Information”). Contractor shall and shall cause its employees and subcontractors or agents to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by Contractor and can be shown to have had no access to the Confidential Information.

8.2. Non-Disclosure. Contractor shall hold, and shall cause its employees, subcontractors and agents to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the performance under this Contract to Agency hereunder, and shall advise its employees, subcontractors and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits, and evidence of performance of the Services.

8.3. Confidentiality Policies. Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

8.4. Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, may cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, Agency may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Agency and are reasonable in scope and content.

8.5. Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency.

9. Indemnification by Contractor.

9.1. Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, statutory penalties, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, violation of employment laws or its certification as an independent contractor, intentional, willful, or wanton wrongful acts, and acts outside the scope set forth in this Contract.

9.2. Infringement Claims. In addition and without limiting the generality of the above, Contractor shall defend at Contractor's sole expense, and save, hold harmless, and indemnify the State, Agency, and all of their officers, employees and agents from and against any and all costs, damages, attorneys' fees, and any and all costs resulting from, relating to, or arising out of a claim ("Infringement Claim") that any aspect of the Goods or Software furnished under this Contract infringes a patent, utility model, industrial design, copyright, mask work, trademark, trade dress, or any other legally cognizable proprietary right of any third party. Agency shall give Contractor notice of any Infringement Claim promptly after becoming aware of such Infringement Claim. If any Goods or Software furnished by Contractor, are in Contractor's opinion likely to become the subject of an Infringement Claim, then Contractor may, at its option and expense, procure for Agency the right to continue using the allegedly infringing materials or replace or modify the materials so that they become non-infringing, provided that the replacement or modified version meets Agency's original specifications to the satisfaction of Agency.

If the State or Agency is prevented from exercising its rights under this Contract based on any Infringement Claim or court order arising from any Infringement Claim, Contractor shall at its expense, procure for Agency, as applicable, the right to continue using the allegedly infringing Goods or replace or modify the allegedly infringing Goods or Software so that it becomes non-infringing; provided that the replacement or modified Goods or Software…