ITB PO S-62900-00007420 Janitorial Services for the Tillamook Forest Center Final~3.pdf

ITB: -#S-62900-00007420 –Janitorial Services for ODF Tillamook Forest Center

DAS Procurement Services, Version 1.0 – February 20, 2019. Page 1 of 45

STATE OF OREGON

COVER PAGE

Oregon Department of Forestry

ISSUES THIS INVITATION TO BID (ITB)

FOR

JANITORIAL SERVICES AT THE TILLAMOOK FOREST CENTER

OREGONBUYS #62900-00007420

Closing date: Monday, March 4, 2024, at 2:00 p.m.

Single Point of Contact (SPC): Zaida L. Zuñiga Address: 2600 State Street, Bldg. C City, State, Zip Salem, OR 97301 Phone (voice) 503-945-7234 E-mail: zaida.l.zuniga@odf.oregon.gov

PRE-BID CONFERENCE: A mandatory pre-bid conference is scheduled at 8:30 on Wednesday, February 28, 2024.

BIDDERS OR THEIR REPRESENTATIVES ARE REQUIRED TO ATTEND THIS MANDATORY PRE- PROPOSAL

CONFERENCE. PROPOSALS WILL ONLY BE EVALUATED FROM PROPOSERS OR THEIR AUTHORIZED

REPRESENTATIVES WHO REGISTERED AND ATTENDED THE MANDATORY PRE- PROPOSAL CONFERENCE, AND ALL OTHER PROPOSAL S WILL BE CONSIDERED NON-RESPONSIVE.

The conference will be held at the Tillamook Forest Center at 45500 Wilson River Hwy., Tillamook, OR 97141, phone #503-815-6812.

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:zaida.l.zuniga@odf

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TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

1.2 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

1.3 SCHEDULE OF EVENTS

1.4 DEFINITION OF TERMS

1.5 SINGLE POINT OF CONTACT

SECTION 2: AUTHORITY, OVERVIEW AND SCOPE

2.1 PROCURMENT AUTHORITY

2.2 PROCURMENT METHOD

2.3 PRE-BID CONFERENCE

2.4 OREGONBUYS

2.5 QUESTIONS AND CLARIFICATIONS

2.6 ADDENDUM

2.7 INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.3 BID REQUIREMENTS (PASS/FAIL)

SECTION 3: 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 RESERVED

4.7 PREFERENCES

4.8 METHOD OF AWARD

SECTION 4: INTENT TO AWARD

5.1 AWARD NOTIFICATION PROCESS

5.3 PAY EQUITY

5.4 NONDISCRIMINATION IN EMPLOYMENT

5.5 OTHER REQUIRED INFORMATION

SECTION 5: CONTRACT EXECUTION

SECTION 6: 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 RECYCLED PRODUCTS

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LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE CONTRACT

EXHIBIT A – STATEMENT OF WORK

EXHIBIT B – REQUIRED INSURANCE

EXHIBIT C – COMPENSATION

EXHIBIT D - INDEPENDENT CONTRACTOR CERTIFICATION

ATTACHMENT B – BID COVER SHEET

ATTACHMENT C – REFERENCE CHECK FORM

ATTACHMENT D – BID SUBMITTAL FORM

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SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

The State of Oregon, acting by and through the Department of Forestry (“Agency” or “ODF”), is issuing this Invitation to Bid (“ITB”) to conduct Janitorial Services (the “Services” or “Work”) at the ODF’s Tillamook Forest Center in Tillamook, Oregon.

The Oregon Department of Forestry mission is to serve the people of Oregon by protecting, managing, and promoting stewardship of Oregon's forests to enhance environmental, economic, and community sustainability. One of Oregon Department of Forestry’s Vision is to have healthy forests providing a sustainable flow of environment, economic, and social outputs, and benefits.

Agency anticipates the Award of one Contract from this ITB. The initial term of the Contract is anticipated to be a one (1) year term.

1.1.1 Purpose

The purpose of the ITB is to establish a Contract to provide Janitorial Services. The successful Bidder will provide all, labor and personnel services and supplies necessary (except those designated as Agency-provided services or supplies) to perform and complete the services described in the bid invitation in accordance with the work, requirements and the Statement of Work, Exhibit A of Attachment

1.2 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

If awarded a Contract, Contractor shall provide Janitorial Services, shall furnish all labor, supervision, supplies and transportation necessary to perform and complete all Work listed and as stated in accordance with the requirements described in the Statement of Work, Attachment A, Exhibit A.

1.3 SCHEDULE OF EVENTS

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change.

Event Date and Time TIME (Pacific Time)

Mandatory Pre-Conference February 28, 2024 8:30 AM

Questions and Clarification Due February 29, 2024 2:00 PM

Answers to Questions / Request for Clarification Issued (approximate)

March 1, 2024 5:00 PM

Issuance of Notice of Intent to Award (approximate) March 6, 2024

Contract Award Execution (approximate) March 11, 2024

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.

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1.4 DEFINITION OF TERMS

For the purposes of this ITB, capitalized words specifically defined in this ITB have the meaning given below.

Capitalized words not defined in this ITB, have the meanings provided in OAR 125-247-0110.

1.4.1 General Definitions

Capitalized terms not specifically defined in this document are defined in OAR 125-246-0110.

"Addendum" or "Addenda" means an addition to, deletion from, a material change in, or general interest explanation of this Solicitation Document.

“Agency" means the State agency subject to Department of Administrative Services (DAS) purchasing authority pursuant to ORS 279A.050 and ORS 279A.140. For purposes of this Solicitation Document the Agency is the Oregon Department of Forestry (ODF).

“Agency Contract Administrator” means person(s) who represents the Agency with respect to Contract compliance and administration of Janitorial Services.

“Bid” or “Offer” means the Bidder's Written Offer submitted in response to this Invitation to Bid, including all necessary attachments.

“Bidder” or “Offeror” means a Person that submits a Bid in response to this Invitation to Bid.

“Closing” means the date and time specified in this Solicitation Document as the deadline for submitting Bids.

"Contract" means the entire agreement between the parties, including but not limited to these Standard Terms and Conditions, any Special Terms and Conditions and other provisions of this Solicitation Document, the Offer, any purchase order, work order, or price agreement document, and any terms and conditions contained in any exhibits, schedules, and other attachments to and amendments and restatements of any of the above.

“Contractor” means the person or organization with whom the Agency enters a Contract setting prices, terms, and conditions for the Services to be performed under the Contract.

“Goods” means all supplies, equipment, materials, and personal property, including any tangible, intangible and intellectual property and rights and licenses in relation thereto, required to be delivered under the Contract resulting from this Solicitation Document.

“ITB” means this Invitation to Bid.

"ODF" means Oregon Department of Forestry.

“OregonBuys” means the State of Oregon’s automated procurement system. OregonBuys is the official publication forum for State procurement notices and advertisements by all agencies subject to DAS procurement authority.

“Person” means any of the following with legal capacity to enter a contract: individual, corporation, business trust, estate, trust, partnership, Limited Liability Company, association, joint venture, governmental agency, public corporation or any other legal or commercial entity.

“Responsible” means a Person who meets the standards of responsibility as described in ORS 279B.110.

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“Responsive” means having the characteristic of substantial compliance in all material respects with applicable requirements of this Solicitation Document.

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

“Services” means all work required to be performed under the Contract resulting from this Solicitation Document.

“Solicitation Document” or “Invitation to Bid (ITB)” means this document, including all parts, sections, exhibits, attachments, and Addendums, which is issued to invite Offers from prospective Contractors pursuant to ORS Chapter 279B.

“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.

“State” means the State of Oregon.

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

“Written” or “Writing” means conventional paper documents, whether handwritten, manuscript or printed, in contrast to spoken words. It also includes facsimile documents or electronic transmissions to the extent permitted by this Solicitation Document or the Contract.

1.5 SINGLE POINT OF CONTACT

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

SECTION 2: AUTHORITY, OVERVIEW AND SCOPE

2.1 PROCURMENT AUTHORITY

Agency is issuing this ITB pursuant to authority ORS 279B.055 (2) and OAR 137-047-0255, and Department of Administrative Services Tier Delegation #DASOBO-00021313.

2.2 PROCURMENT METHOD

Agency is procuring Janitorial Services using the Competitive Sealed Bidding method, pursuant to ORS 279B.055 and OAR 137-047-0255.

2.3 PRE-BID CONFERENCE.

A mandatory Pre-Bid Conference is scheduled at 8:30 am Wednesday, February 28, 2024.

2.4 OREGONBUYS

This ITB, including all Addenda, attachments and exhibits is posted on the OregonBuys at https://oregonbuys.gov/bso/view/login/login.xhtml. ITB documents will not be mailed.

2.4.1 Alternative Accessibility to Addenda, Attachments, and Exhibits https://oregonbuys.gov/bso/view/login/login.xhtml

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If an exhibit, attachment, or Addendum is used, but cannot be viewed or downloaded through OregonBuys, please contact the SPC.

2.4.2 OREGONBUYS Assistance

Parties needing assistance with OregonBuys may contact the OregonBuys helpdesk by telephone at (855) 800-5046 or by email at support.oregonbuys@oregon.gov. Support hours are 7 a.m. - 6 p.m. PT, Monday through Friday, closed State holidays.

2.4.3 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.

2.5 QUESTIONS AND CLARIFICATIONS

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

• Be submitted in writing via email and be delivered to the SPC.

• Reference the ITB number.

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.

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

2.6 ADDENDUM

Unless otherwise stated in the ITB, Agency will post any Addendum on OregonBuys. Addendums are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OregonBuys or by making an appointment with the SPC. Bidder is responsible for monitoring OregonBuys regularly until ITB Closing. Agency is not responsible for sending Addendum to any prospective Bidder.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Bids are firm offers, meaning they cannot be modified or withdrawn, 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 electronic via email. The Bid should be presented in a format corresponding to and referencing the sections contained in Section 3.3. Responses shall be presented in the same order and identify the item being addressed.

mailto:support.oregonbuys@oregon.gov

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3.2.2 Submitting Bids

Bidder is solely responsible for ensuring its Bid is received by the SPC in accordance with the ITB requirements, by Closing. Agency will not be responsible for any delays in delivery.

Bids must be emailed to the SPC identified on the cover page of this ITB. ALL BIDS MUST BE SUBMITTED BY EMAIL AS ONE PDF ATTACHMENT. The Bid must include ITB number in the subject line of the email. If Bidder is unable to submit a Bid via email, Bidder must contact ODF’s SPC to make arrangements for an alternate delivery or alternate format. ODF is not responsible for incomplete Bids or Bids that were not correctly addressed to email of SPC identified on the cover page. Only alternative delivery or formats approved in advance of Closing by the SPC will be accepted.

Bids must be received by the Agency before the scheduled Solicitation Document Closing date and time, found on the Cover Page. Late Bids will not be considered.

All costs associated with preparation, submission, modification, and withdrawal of a Bid are the sole responsibility of the Bidder and will not be accepted by Agency. The Agency will not accept Bids that require payment by the State.

3.2.3 Quantity of Bids to be Submitted

One Bid with authorized signature, and all required documents must be submitted on or before Closing date and time.

3.2.4 Bid Modification

A Bid submitted in response to this ITB may be modified, in writing, by the Bidder prior to Closing. 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 3.2.5.

• Submit modification(s), in writing, on Bidder’s letterhead, noting the specific change(s) to the original Bid submission.

• Each Bid modification must be signed by Bidder’s authorized representative and state that the modification(s) amends and supersedes the identified portions of the prior Bid.

• Include the ITB number.

Bid modifications may be submitted electronically (via email) as a PDF document. Bid modifications submitted must be clearly marked as such and must comply with all Bid submission requirements in Section 3.2.2. If Bidder is unable to submit a Bid Modification via email, Bidder must contact ODF’s SPC to make arrangements for an alternate format prior to the submission deadline. Oral or telephonic modifications will not be accepted.

3.2.5 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. Bid withdrawals must be clearly marked as such and must comply with all Bid submission requirements in Section 3.2.2. If Bidder is unable to submit a Bid withdrawal via email, Bidder must contact ODF’s SPC to make arrangements for an alternate format prior to the submission deadline. Oral or telephonic withdrawals will not be accepted.

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3.2.6 Late Bids

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

3.2.7 Opening of Bids

Bids received in response to this Solicitation Document will be opened during the scheduled Closing date and time identified on the cover page of this ITB or as changed by Addendum. The name of each bidder and the amount of the bids will be recorded by the agency and available upon request after the closing date and time stated on the cover sheet. The Contracting Agency will not read bids aloud. Bids received will not be available for inspection until after the evaluation process has been completed and the Notice of Intent to Award is issued pursuant to OAR 125-247-0630.

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.

3.3.2 Required forms and other information

Bidder must submit the following forms and information:

• Attachment B – Bid Cover Sheet

• Attachment C – Reference Check Form

• Attachment D – Bid Submittal Form

• Attachment E – Responsibility Inquiry

• A document that describes how Bidder meets the minimum requirements for experience, licenses and resources as described below in Section 4.4 MINIMUM QUALIFICATIONS (PASS/FAIL). This information will not be scored but will be evaluated as pass or fail.

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 a list of three (3) different firms who can be contacted regarding the quality of services the Bidder provided within the last five (5) years, and three (3) different firms who can be contacted regarding the quality of service the Key Person provided within the last five (5) years per Attachment C – Reference Check Form. Information provided shall include:

• Reference name, telephone number and email.

• Description of services or products provided.

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• Service or product delivery starting and ending dates.

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

Agency may check to determine if references provided support Bidder’s ability to comply with the requirements of this ITB. Agency may use references to obtain additional information, break tie scores, or verify any information needed. Agency may contact any reference (submitted or not) to verify Bidder’s qualifications.

3.3.6 Key Person(s)

Bidder must identify a foreman who must:

• Have a minimum of three (3) years of experience, with at least one (1) year of Janitorial Services experience.

• Be responsible for the day-to-day oversight of all crewmembers, and be accountable for ensuring timelines, quality standards, and daily reporting requirements are met.

3.3.7 Bid Requirements

Bidder must provide all information required in Attachment D 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 shall be rejected, however, Agency may waive mistakes in accordance with

OAR 137-047-0470.

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 ITB.

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

4.4.1 Experience

4.4.1.1 Bidder must have a minimum of three (3) years’ experience performing services. Bidder must have performed the services for at least three (3) different firms or agencies within the last five

(5) years.

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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 of whom Agency has knowledge. Agency may use references to obtain additional information, break ties, or verify any information needed.

4.6 RESERVED

4.7 PREFERENCES

4.7.1 RECIPROCAL PREFERENCE

For Bid calculation purposes per OAR 137-046-0310, Agency will 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.

4.7.2 TIEBREAKERS

Oregon Supplies: If Agency receives Bids identical in price, fitness, availability, and quality and chooses to award a Contract, Agency will award the Contract in accordance with the procedures outlined in OAR 137- 046-0300.

4.8 METHOD OF AWARD

4.8.1 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 Bid provided such Award is consistent with this ITB and in the public interest.

SECTION 5: INTENT TO AWARD

5.1 AWARD NOTIFICATION PROCESS

5.1.1 Award Consideration

Agency, if it awards a Contract, shall award the contract to the lowest responsible Bidder submitting the lowest responsive Bid. Agency may award less than the full Scope defined in this ITB. Except as specifically identified in this ITB, Agency SPC WILL NOT negotiate any terms, conditions, or other contractual obligations. By Bid submission, Bidders agree to be bound by the Terms and Conditions stated in this ITB, and all attachments and exhibits, as may be modified by Addendum.

Any Bid that is received conditioned on Agency SPC’s acceptance of any other terms and conditions will be rejected.

5.1.2 Intent to Award Notice

ODF will notify all Bidders via OregonBuys that Agency intends to award a Contract to the selected Bidder.

https://www.naspo.org/reciprocity1

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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.235, 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.

Contractor shall include with its bid a certification of nondiscrimination in obtaining required subcontractors in accordance with ORS 279A.110(4).

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 Attachment A, Exhibit B.

5.5.2 Taxpayer Identification Number

The apparent successful Bidder shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form if either of the following applies:

• When requested by Agency or Agency (normally in an intent to award notice), or

• When the backup withholding status or any other information of Bidder has changed since the last submitted W-9 form, if any.

Agency will not make any payment until Agency has a properly completed W-9.

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

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5.5.3 Business Registry

If selected for award, Bidder shall be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. The selected Bidder shall submit a current Oregon Secretary of State Business registry number or an explanation if not applicable.

All Corporations and other business entities (domestic and foreign) must have a Registered Agent in Oregon. See requirements and exceptions regarding Registered Agents. For more information, see Oregon Business Guide, How to Start a Business in Oregon and Laws and Rules. The titles in this subsection are available at the following Internet site: http://www.filinginoregon.com/index.htm.

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 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 is 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 http://www.filinginoregon.com/index.htm

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7.5 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), ORS 279B.225, and ORS279 B.270-279B.280).

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ATTACHMENT A

SAMPLE CONTRACT

State of Oregon

Contract for Services

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its [Department of Forestry], (“Agency)” and Name of Contractor’s Company, a (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name of Business Title

Address City, State Zip code

Phone:

Email:

Agency's Contract Administrator for this Contract is:

Mac Erickson, Tillamook Forest Center Facilities Operations Specialist II 45500 Wilson River Hwy Tillamook, OR 9714 Phone: 503-815-6812 Mac.J.Erickson@odf.oregon.gov

Either party may change its Contract Administrator by providing the other with notice in compliance with Section 17.6 of this Contract.

1. Contract Term.

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 in Contract Documents.

At least 90 days prior to the expiration of the then current term, if Agency intends to extend the Term of this Contract, Agency shall provide written notice to the Contractor of Agency’s intent to extend the term for an additional period and the duration of the proposed extension. Contractor shall notify Agency in writing at least 60 days prior to expiration of the then current term whether Contractor agrees to the proposed Extension Term. If Contractor agrees to the proposed Extension Term, the term of this Contract is extended for the Extension Term, which will commence upon the end of the then current term.

2.1 This Contract consists of the following documents, which are listed in descending order of precedence:

1.1. Exhibit A (Statement of Work).

1.2. Exhibit B (Required Insurance)

1.3. Exhibit C (Compensation and Invoicing) and

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1.4. Exhibit C (Independent Contractor Certification)

1.5. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract.

Any such authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at: http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

1.6. Funds Available and Authorized. Contractor will not be compensated for Services performed 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.

2. Contractor’s Personnel.

2.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor, or agent without first obtaining the written consent of Agency. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by the Agency in writing (email acceptable) will thereafter be deemed a Key Person for the purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

2.2. Payment for Replacement of Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such a period of non-charge will be agreed upon by the parties.

2.3. State Premises. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by Agency and the State for access to and activities in and around premises controlled by Agency or any other agency of the State.

3. Independent Contractor; Responsibility for Taxes and Withholding http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

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3.1. Independent Contractor. Contractor shall perform all Services as an independent contractor.

Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, Agency may not and will not control the means or manner of Contractor's performance. The contractor is responsible for determining the appropriate means and manner of performing the Services.

3.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services 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 performing the Services under this Contract.

3.3. 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.

3.4. 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 compensation or 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.

4. Subcontracts, Successors, And Assignments

4.1. Subcontracts. Contractor shall not enter any subcontracts for any of the Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. The Agency’s consent to any subcontract does not relieve the Contractor of any of its duties or obligations under this Contract.

4.2. Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the parties to this Contract, their respective successors, and permitted assigns, if any.

4.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without Agency’s prior written consent.

5. Representations and Warranties.

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

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

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

5.1.3. Contractor shall, always during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services.

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5.1.4. Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and

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

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

5.1.7. 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.

5.1.8. 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.

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

5.1.10. The Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

5.2. Contractor’s Performance Warranties.

5.2.1. The Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade, or profession.

5.2.2. The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards, or requirements set forth in this Contract.

5.2.3. Except as otherwise provided in this Contract (including Section 9), Contractor shall transfer all Deliverables to Agency free and clear of all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

5.2.4. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all 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.

5.3. Warranties cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

6. Ownership of Work Product.

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6.1. Definitions. As used in this Section 9, and elsewhere in this Contract, the following terms have the meanings set forth below:

6.1.1. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

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

6.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

6.2. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of Agency. Agency and Contractor agree that such Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to Agency all its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in Agency. Contractor forever waives all rights relating to Work Product, including without limitation, all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

6.3. License in Contractor Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

6.4. License in Third Party Intellectual Property. In the event that a Deliverables delivered by Contractor under this Contract is or is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on the Agency’s behalf and in the name of the Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables, and to authorize others to do the same on Agency’s behalf.

6.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property

DAS Procurement Services, Version 2.2 – March 6, 2019. Page 20 that is now owned or subsequently owned by Agency. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Agency any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

6.6. Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Contract.

6.7. Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, knowledge, techniques, improvements, or other methods it may develop during performance under this Contract free of any use restriction or payment obligation to the other.

7. Confidential Information.

7.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents, or subcontractors (collectively, “Contractor Staff”) may, while performing the Services 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 or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). The contractor shall and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of 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 or Contractor Staff 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 or Contractor Staff who can be shown to have had no access to the Confidential Information.

7.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff 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 provision of Services to Agency hereunder, and shall advise Contractor

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Staff of their obligations to keep Confidential Information confidential. The Contractor shall assist the 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.