ITB S-14100-00015249 Shutter Creek Property Electrical System Maintenance and Repair.docx

ITB S-14100-00015249 – Shutter Creek Electrical System Maintenance and Repair

STATE OF OREGON

Department of State Lands issues Invitation to Bid (“ITB”) under OregonBuys® Bid Number # S-14100-00015249 for Shutter Creek Electrical System Maintenance and Repair Date of Issue: 12/09/2025 Bid Opening Date and Time: 12/22/2025, Time 02:00 PM (Pacific Time) Single Point of Contact (“SPC”): Shelby Schad, Contracts Specialist Address: Department of State Lands, Procurement 775 Summer St. Suite 100 Salem, OR 97301

Table of Contents

GENERAL OVERVIEW

Summary Overview The State of Oregon, acting by and through its Department of State Lands (Agency), is issuing this Invitation to Bid (ITB) for Shutter Creek Electrical System Maintenance and Repair.

Property Background: The DSL property located at 95200 Shutters Landing Ln., North Bend Oregon (the Property) is approximately 50 acres in size and includes an essential structure approximately 3 miles from the main campus. The Property is located about 15 miles northeast of North Bend Oregon, roughly 3 miles to the east of Hwy 101. The Property is also known as Shutter Creek.

The Property was originally developed in the 1950’s by the US Air Force. In 1990, the Oregon Department of Corrections (DOC) acquired the Property and operated a correctional facility known as Shutter Creek, for 30+ years. DOC closed the facility in 2021.

DSL acquired the Property in November 2023 and uses the Property to support the Elliott State Research Forest operations, related activities, and community. The Property is undergoing a redevelopment planning process.

Electrical Background: Central Lincoln PUD provides electrical service to the Property. The PUD identifies the Property’s electrical system as a 12.5kV system.

The Property has its own central substation, including:

Power transformers Busbars Switchgear and circuit breakers Surge arrestors Control and protection systems Emergency generators and uninterruptible power supply (UPS) units Automatic transfer switches (ATS)

Central Lincoln PUD states this Property is on a Rate Schedule of 350 for high voltage delivery. Under that rate schedule, Central Lincoln PUD maintains the electric infrastructure to the primary meter delivery point. DSL is responsible for the maintenance and upkeep of the electric infrastructure beyond that point.

Central Lincoln PUD stopped providing outage trouble shooting assistance in 2020.

The DSL does not have staff qualified to maintain, trouble shoot, or repair the infrastructure on the Property side of the meter delivery point.

There are forty structures on the Property campus, and one located off site. As of October 2025, eleven of the structures are occupied or in use. The other structures are unoccupied; however, the buildings are energized for lights, heat or equipment operations.

The Property supports one 130-foot cellular communications tower.

DSL is seeking to secure services that will be performed in two phases.

The first phase will be the initial assessment and repairs. The second phase includes all work that will be ongoing, recurring or as needed. DSL reserves the right to not proceed with any quoted work in Phase 2.

Contractor shall ensure any technician performing the work noted below, has the required Oregon certifications and is experienced for high voltage work, including 12.5kV.

Contractor agrees that all work will be approved, scheduled, and coordinated with DSL.

Contractor shall ensure all work is done in a safe manner and all work complies with local, state, and national electrical and safety codes.

Contractor shall ensure all reports and quotes are professional and contain at least the minimum required information.

Work is anticipated to begin in December 2025 and be completed no later than June 30, 2027.

Brief Description of Need (See Section 2 for full description):

DSL needs a contractor to assess the Property’s entire electrical system and complete all necessary repairs or maintenance and provide annual inspections of the systems and provide maintenance and repair as needed. The goal is to ensure the system is working as intended and to meet code and safety requirements.

Agency has no estimate of the volume of potential purchases. By submitting an Offer, Bidder agrees to supply all Goods and Services ordered during the term of any awarded Contract.

Required delivery date for requested services:

Agency anticipates the award of one Contract resulting from this ITB. The initial term is anticipated to be 18 months, ending 6/30/2027, with the option to extend.

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.

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

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.

Minimum Requirements In order to be considered for an award under this ITB, Bidder must meet or exceed the following minimum requirements:

Listed as an active business in the Oregon Secretary of State Business Registry Technicians must have all required certifications, licenses, and experience necessary to work with high-voltage equipment, including 12.5kV.

Must be able to respond to all requests for service made by Agency within 24 hours of request.

Submission Requirements The Bid must include the following mandatory forms in its submittal:

Attachment B – Bid Cover Sheet Attachment C – Reference Check Form Attachment D – Bid Pricing Form Attachment E – Responsibility Inquiry Attachment F – Certified Disadvantaged Business Outreach Plan The Bid may include the following optional forms in its submittal:

Optional: Public Records Exemption Statement and redacted copy of Bid Optional: Completed Benefit Report required under ORS 60.768, if certified as a benefit company Single Point of Contact All questions, requests for clarification, protests about any component of this ITB, including technical requirements, contractual requirements, and the procurement process must be directed to the SPC identified on the cover page of this ITB.

GOODS AND SERVICES

Description of Goods and Services DSL needs a contractor to assess the Property’s entire electrical system and complete all necessary repairs or maintenance and provide annual inspections of the systems and provide maintenance and repair as needed. The goal is to ensure the system is working as intended and to meet code and safety requirements. Throughout the contract, any recommended repairs or maintenance will be first submitted by quote to be reviewed and approved by DSL. Only approved work may proceed.

Phase 1:

Task- Contractor will do thorough inspection of the infrastructure on the DSL side of the meter delivery point. This will include visual inspection, cleaning, infrared scans and testing as needed for all high voltage equipment, including transformers, conductor cables, terminations, and switchgear. This includes all high-voltage equipment beyond the serving electric utilities' PT (Potential Transformer) metering.

Deliverable- Written report detailing the work that was performed, the date, and the findings.

If repairs are recommended, Contractor must define and assign a priority rating based on safety and severity.

If any repairs are identified as an immediate life safety concern, Contractor must immediately notify DSL and if appropriate, secure the connection.

The report must include date the work was completed, the specific location of the work (structure, panel, equipment etc..) and who completed the work.

Phase 2:

Task A- Prepare quotes for any necessary repair.

Deliverable A- Submit written quote to DSL that includes detail of work to be completed by Contractor and complete cost that includes parts, equipment, disposal, labor and any necessary permits. Quote must include the specific location where the repair is needed (structure, panel, equipment etc..) If repair is related to a code, the code must be cited.

Task B- Completion of necessary repairs, after DSL accepts the written quote for the work.

Deliverable B- Submit a report to DSL that identifies specific repairs completed, date of work and who did the repair, specific location where the repair is needed (structure, panel, equipment etc..), and a copy of the permit if one was required.

Task C- Complete an annual system inspection to include visual inspections, cleaning, infrared scans, and testing (if needed) of all high voltage equipment, including transformers, conductor cables, terminations, and switchgear. This includes all high-voltage equipment beyond the serving electric utilities' PT (Potential Transformer) metering.

Deliverable C- Submit a report to DSL for the annual system inspection which includes completed date and who did the inspection. Findings of the inspection and any recommended repairs.

Task D- Provide emergency response and support for power outages or system failures. Response time must be within twenty-four hours of notification by DSL. DSL understands the repairs may require additional time.

Deliverable D- Submit a report to DSL for the emergency response which includes date of work and who did the work. Report will include details of work completed or any recommended repairs.

Qualifications, Compliance, & Insurance

· Technician Experience: All technicians must be properly certified and experienced for high voltage work, including 12.5kV.

· Compliance: All work shall adhere to local, state, and national electrical and safety codes.

· Insurance: Contractor must be fully insured including Commercial General Liability ($2,000,000 / $4,000,000), auto and worker’s comp.

PROCUREMENT PROCESS

Procurement Authority and Method Agency is conducting this ITB pursuant to ORS279A.050 (3) and OAR 137-147-0270. Agency is using the Competitive Sealed Bidding method, pursuant to ORS 279B.055 and OAR 125-247-0255.

Defined Terms Defined terms applicable to this ITB and the resulting Contract are found in OAR 125-246-0110, and set forth in Attachment G or elsewhere in this ITB or its Attachments. For ease of reference, a link to the crosswalk of terms used in OregonBuys® to terms defined in Oregon Administrative Rules is included in Attachment G.

E-Procurement System: OregonBuys® OregonBuys® posting.

This ITB, including all Amendments, attachments and exhibits is posted in the State’s e-procurement system, OregonBuys®. ITB documents will not be mailed or otherwise delivered.

OregonBuys® Registration Information.

Bidder must be registered in OregonBuys® to do business with the State. Registration is free. To create a vendor account, click the blue “Supplier Registration” button in the top right corner of the OregonBuys® website: https://oregonbuys.gov/bso. For registration assistance, see vendor registration guidance: https://www.oregon.gov/das/ORBuys/Documents/SupplierRegistrationGuide.pdf.

BIDDER IS SOLELY RESPONSIBLE FOR ENSURING ITS VENDOR INFORMATION IS CURRENT AND CORRECT IN OREGONBUYS®. AGENCY WILL ACCEPT NO RESPONSIBILITY FOR MISSING OR INCORRECT VENDOR INFORMATION.

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.

Failure of Electronic Procurement System In the event of a failure of an Electronic Procurement System that interferes with the ability of a Person to submit Electronic Submittals, to protest or to otherwise participate in the procurement, Agency may cancel the procurement or may extend the date and time of receipt of Electronic Submittals by providing notice of the extension immediately after the Electronic Procurement System becomes available.

Pre-Bid Conference Agency will not hold a pre-Bid conference.

Questions and Requests for Clarification All questions and requests for clarification, related to this solicitation must be in Writing. The preferred method of submission is by emailing the SPC. The submitted question or request must reference the OregonBuys® ITB number, section number, and passage. Questions or requests for clarification will not be accepted by telephone.

Protest of ITB Prospective Bidders may submit a Written protest of the ITB, including the specifications and requirements, the terms and conditions of the sample Contract, or the procurement process described in this ITB.

Prospective Bidder must submit the protest to the SPC via email. The protest must:

1. Include prospective Bidder’s name and contact information;

2. Reference the ITB number;

3. Identify the reason for the protest, including the grounds demonstrating how the procurement process is:

· Contrary to law, and/or

· Unnecessarily restrictive, and/or

· Legally flawed, and/or

· Improperly specifies a brand name;

4. Provide evidence and documentation supporting the grounds on which the protest is based;

5. Identify any proposed changes to the ITB provisions or other relief sought.

Agency will address all protests meeting the requirements within a reasonable time and will issue a written decision. Agency will not consider protests that do no not meet these requirements.

Amendments Agency may change this ITB by written Amendment, posted to OregonBuys®. Clarifications, corrections or changes to this ITB made in any other manner are not binding on the State. Prospective Bidder is solely responsible for checking OregonBuys® to determine whether or not any Amendment(s) have been issued. Amendment(s) are incorporated into the ITB by this reference.

Protest of Amendments A prospective Bidder may submit a protest of an Amendment by the date set forth in the Amendment, or if no date is set forth, then by the close of the next Business Day after the issuance of the Amendment, whichever is later. Unless otherwise specified in the Amendment, a protest to an Amendment must be submitted in the same manner as a protest of the ITB under Section 3.7 above.

Bid Submission The Bid must include all submission requirements, follow the ITB sequence, reference the ITB section numbers and include:

Bidder shall complete and submit the Bid Cover Sheet (Attachment B). Attachment B must be signed by Bidder’s authorized representative.

Bidder shall complete and submit the Reference Check Form (Attachment C). Bidder shall provide a minimum of 2 references from project(s) of similar size and scope performed for any clients within the last 5 years. Forms must be completed by a reference, returned to Bidder, and submitted with the Bid. References should include references from state or federal entities that currently utilize, or within the last five years have utilized, the proposed Solution.

Bidder shall complete and submit the Bid Pricing Form (Attachment D).

Bidder shall complete and submit the Responsibility Inquiry (Attachment E). Attachment E must be signed by Bidder’s authorized representative.

Bidder shall complete and submit a Certified Disadvantaged Business Outreach Plan (Attachment F).

Public Records Exemption. If Bidder believes any portion of its Bid is exempt from disclosure under the Oregon Public Records Law (ORS 192.311 to 192.478), Bidder must submit a statement indicating the portions that are exempt and the statutory authority for the exemption, along with both an unredacted and a redacted version of its Bid. Please refer to section 6.8 for more in-depth information.

Benefit Company. If Bidder is an Oregon benefit company, Bidder must submit: (1) the complete benefit report required under ORS 60.768, and (2) certify that the majority of the benefit company’s regular, full-time workforce is located in Oregon.

Bid Delivery Bidder is solely responsible for ensuring its Bid is received by the Bid Opening Date. Agency is not responsible for any delays in delivery. Prospective Bidders may deliver Bids to Agency through OregonBuys® at: https://OregonBuys.gov .

Detailed instructions on how to submit a Bid can be found at: https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf Technical Difficulties: Larger files may take additional time to upload to OregonBuys®. Bidders are responsible for allowing sufficient time to navigate the OregonBuys® system, upload files, and finalize and submit Bids via OregonBuys® prior to the Bid Opening Date.

If technical difficulties that are no fault of Bidder prevent submission of a Bid via OregonBuys®, Bidder must immediately notify the SPC in writing, via email, to describe the difficulties encountered and to seek SPC approval of an alternative submission method.

As circumstances warrant, SPC may, at the SPC’s sole discretion, allow for an alternative Bid submission method.

Bid Modification or Withdrawal 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. If a Bidder wishes to withdraw its Bid, Bidder must submit to the SPC a written notice withdrawing the Bid. The notice must identify the ITB number, be signed by the authorized representative and be received by the SPC prior to the Bid Opening Date. For assistance with making modifications or withdrawing a Bid submitted through OregonBuys®, please contact the OregonBuys® Supplier Helpdesk at support.oregonbuys@das.oregon.gov or 1-855-800-5046.

Late Bids Agency will not accept late Bids. Bids submitted on or before the Bid Opening Date will be accepted.

Opening and Bid Review A public Opening of Bids will not be held for this ITB. A list of all Bidders will be posted on OregonBuys® within 5 business days of Bid Opening Date.

Bids will be reviewed as set forth in Section 4.

Firm Offer A Bid is a firm offer for 60 calendar days following the Opening.

Additional Rounds If Agency believes additional rounds of review are necessary, Agency will post an Amendment on OregonBuys® defining the additional round(s).

BID REVIEW

Responsiveness Determination Agency will review all Bids received prior to the Bid Opening Date to determine if a Bid is Responsive to all ITB requirements. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. Agency may waive mistakes in accordance with OAR 125-247-0470. If the SPC finds the Bid non-Responsive, the Bid may be rejected.

Responsibility Determination Agency will review the Responsibility Inquiry (Attachment E), Bid Pricing Form (Attachment D), references and other information to determine if an apparent Successful Bidder is Responsible prior to award and execution of the Contract per agreement ORS 279B.110 or ORS 279C.375.

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

References Agency will review the Reference Check Form (Attachment C) submitted by Bidder. Agency may check to determine if references provided support Bidder’s ability to comply with the requirements of this ITB. Agency may conduct other reference checks with persons whose names have not been provided by Bidder, but for whom Agency has knowledge. Agency may use references to obtain additional information, break ties, or verify any information needed.

Preferences Agency will apply the following preferences to the Bid Cost:

Reciprocal Preference. Pursuant to 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 Bidder's state.

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 cost of the Goods according to any applicable reciprocal preference.

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

Tiebreakers. If Agency receives Bids identical in cost, fitness, availability and quality and chooses to award a Contract, Agency shall award the Contract by drawing lots as outlined in OAR 125-246-0300.

Price Comparison (including application of preferences) and Ranking After applying all preferences, Agency will compare the Bid Pricing Forms from all Bidders and rank them from lowest to highest.

Agency intends to award the Contract to the lowest Responsive and Responsible Bidder whose Bid substantially complies with the requirements and criteria set forth in this ITB and that provides the most favorable pricing (apparent successful Bidder). If this ITB authorizes the award of multiple Contracts, Agency will award the Contract to the Responsive and Responsible Bidders whose Bids substantially comply with the requirements and criteria set forth in this ITB.

AWARD

Notice of Intent to Award Agency will issue a notice of Intent to Award to the apparent successful Bidder on OregonBuys®. Bid files are available for review after issuance of the Notice of Intent to Award.

Protest of Notice of Intent to Award Written Protest. An Affected Person has seven calendar days from the date of issuance of the Notice of Intent to Award to file a Written protest.

A Bidder is an Affected Person, only if Bidder would be eligible for award in the event the protest was successful and is protesting for one or more of the following reasons as specified in ORS 279B.410:

1. All lower Bids are non-Responsive.

2. Agency failed to conduct an evaluation of Bids in accordance with the criteria or process described in the ITB.

3. Agency abused its discretion in rejecting the protestor’s Bid as non-Responsive.

4. Agency’s evaluation of Bid(s) or determination of award otherwise violates ORS Chapter 279A or ORS Chapter 279B.

The Affected Person must submit the protest to the SPC via email or regular mail. The protest must:

1. Include protestor’s name and contact information;

2. Reference the ITB number;

3. Identify the reason for the protest, including the grounds for the protest; and

4. Provide evidence and documentation supporting the grounds on which the protest is based.

Agency will address all timely submitted protests meeting requirements within a reasonable time and will issue a Written decision. Protests that do not include the required information may not be considered by Agency.

Method of Award Agency will award a contract to the Responsive and Responsible Bidder submitting the Bid with the lowest price (Apparent Successful Bidder).

Contract Execution Agency intends to enter into a Contract based upon the form attached hereto (Attachment A) with the apparent successful Bidder. Prior to execution of the Contract, the apparent successful Bidder must submit the following to Agency:

Pay Equity Certification. If the value of the Contract exceeds $500,000 and Bidder has 50 or more employees, the apparent successful Bidder shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate issued to Bidder by the Oregon Department of Administrative Services. See https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx Non-Discrimination. As a condition of receiving the award of a Contract under this ITB, the apparent successful Bidder must certify 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.

Insurance. The apparent successful Bidder shall obtain and provide Agency proof of insurance as required in this ITB. Insurance Requirements are found in Exhibit B of Attachment A.

RESERVED

RESERVED

ADDITIONAL INFORMATION

Applicable Statutes and Rules This ITB is governed by the laws of the State of Oregon, specifically including ORS 279B.055 and OAR 125-247-0255. The venue for any administrative or judicial action relating to this ITB, evaluation and award is the Circuit Court of Marion County for the State of Oregon; provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event may this section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, to or from any claim or consent to the jurisdiction of any court.

Statement of Values The State of Oregon is committed to taking active steps toward equity and inclusion in procurement processes for minority, women, emerging small, and veteran-owned businesses by reducing barriers to compete for and be awarded state contracts. All interested businesses are encouraged to submit Bids for this opportunity. 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.

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.

Electronic Signatures.

By submitting a bid in response to this ITB, Bidder agrees with AGENCY that signatures, and other forms of authorized representative certification, showing on documents submitted via OregonBuys® or email are “Electronic Signatures” under ORS Chapter 84 and, bind the signing party, and are intended to be and can be relied upon by the parties.

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 Bid Opening Date identified in Section 1.2, all Bids will become part of the public record without obligation to Agency.

Cost of Submitting a Bid Bidder 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.

Ownership/Permission to Use Materials Bids submitted in response to this ITB become the property of the State. 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.

Confidential or Proprietary Information; Public Records Following the Notice of Intent to Award of a Contract, responses to this ITB are subject to public records 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, Bidder must submit a statement claiming the exemption and the statutory reason for the exemption and each page containing such information must identify the exemption provision and include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS Chapter 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.

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)

COBID

Pursuant to Oregon Revised Statute (ORS) Chapter 200, Agency encourages the participation of small businesses, certified by the Oregon Certification Office for Business Inclusion and Diversity (COBID) in all contracting opportunities. This includes certified small businesses in the following categories: minority-owned business, woman-owned business, veteran-owned business, or an emerging small business. Agency also encourages joint ventures or subcontracting with certified small business enterprises. For more information, visit:

https://www.oregon.gov/biz/programs/cobid/pages/default.aspx

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 State Lands, (“Agency)” and ________, a [_______][doing business as _____] (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name and Title **Address **City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Contract Administrator Name, Title Agency-Division **Address **City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@oregon.gov

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

Contract Term.

The “Effective Date” of this Contract is the later of (i) ____, or (ii) 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 on _____. 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.

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

this Contract less all exhibits;

Exhibit D, (Federal Terms and Conditions);

Exhibit C (Special Terms and Conditions);

Exhibit A (Statement of Work);

Exhibit B (Required Insurance), and Exhibit E (Independent Contractor Certification) Exhibit F [AGENCY SPECIFIC EXHIBIT-IF NEEDED] The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

Services.

Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to Agency upon delivery of a completed Deliverables to Agency. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, Agency will determine whether the Deliverables has the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverables has the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverables.

Rejection of Deliverables; Corrections. If Agency determines that a Deliverables does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverables, and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 15 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, Agency may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverables as set forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

Compensation.

Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $***,***.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work or, if not set forth therein, to Agency’s Contract Administrator. Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement. [OPTIONAL: Each invoice must also include the total amount invoiced to date by Contractor prior to the current invoice. Contractor will specifically note in the appropriate invoice when it has requested payment for one-third and two-thirds of the maximum, not-to-exceed compensation.] 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 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.

Contractor’s Personnel.

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 substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

Payment for Replacement 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 period of non-charge will be agreed upon by the parties.

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.

Independent Contractor; Responsibility For Taxes And Withholding 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. Contractor is responsible for determining the appropriate means and manner of performing the Services.

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.

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.

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.

Subcontracts, Successors, And Assignments Subcontracts. Contractor shall not enter into 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. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

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.

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.

Representations and Warranties.

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

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

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

1.1.3. Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

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

1.1.5. 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:

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

1.1.5.2. 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;

1.1.5.3. 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;

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

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

Contractor’s Performance Warranties.

1.1.7. 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;

1.1.8. 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;

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

1.1.10. 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.

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.

Ownership of Work Product.

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

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

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

1.1.13. “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).

Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not 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 any and all of 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 any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

License in Contractor Intellectual Property. In the event that a Deliverables delivered by…