ITB S-25700-00015581_Sample Agreement~1.pdf

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera on Cessna T206H Page 1 of 46 DAS State Procurement Services, Version 2.0 – July, 2025

STATE OF OREGON

Department of State Police, issues

Invitation to Bid (“ITB”) under OregonBuys® Bid Number # S-25700-00015581 for

Purchase and Install of a FLIR Camera on Cessna T206H

Date of Issue: 02/10/2026

Bid Opening Date and Time: 02/24/2026, Time 12:00 PM (Pacific Time)

Single Point of Contact (“SPC”): Brittany Skelton

Address: 3545 Trelstad Ave SE City, State, Zip: Salem, OR 97317 Phone (voice): 971-372-0895 E-mail: brittany.skelton@osp.oregon.gov mailto:brittany.skelton@osp.oregon.gov

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 2 of 46

Table of Contents

SECTION 1: GENERAL OVERVIEW

1.1 Summary Overview

1.2 Schedule of Events

1.3 Minimum Requirements

1.4 Submission Requirements

1.5 Single Point of Contact

SECTION 2: GOODS AND SERVICES

2.1 Specifications

SECTION 3: PROCUREMENT PROCESS

3.1 Procurement Authority and Method

3.2 Defined Terms

3.3 E-Procurement System: OregonBuys®

3.4 Pre-Qualification Process – RESERVED

3.5 Pre-Bid Conference - RESERVED

3.6 Questions and Requests for Clarification

3.7 Protest of ITB

3.8 Amendments

3.9 Protest of Amendments

3.10 Bid Submission

3.11 Bid Delivery

3.12 Bid Modification or Withdrawal

3.13 Late Bids

3.14 Opening and Bid Review

3.15 Firm Offer

3.16 Additional Rounds

SECTION 4: BID REVIEW

4.1 Responsiveness Determination

4.2 Responsibility Determination

4.3 References

4.4 Preferences

4.5 Price Comparison (including application of preferences) and Ranking

SECTION 5: AWARD

5.1 Notice of Intent to Award

5.2 Protest of Notice of Intent to Award

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 3 of 46

5.3 Method of Award

5.4 Contract Execution

5.5 Selection of a Contractor in Multiple Award

SECTION 6: ADDITIONAL INFORMATION

6.1 Applicable Statutes and Rules

6.2 Statement of Values

6.3 Government Bodies

6.4 Electronic Signatures

6.5 Cancellation and/or Rejection of Bids; Damages

6.6 Cost of Submitting a Bid

6.7 Ownership/Permission to Use Materials

6.8 Confidential or Proprietary Information; Public Records

6.9 Recycled Products

6.10 Checklist Disclaimer

6.11 COBID

ATTACHMENT A Sample Contract

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

ATTACHMENT G Defined Terms

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 4 of 46

SECTION 1: GENERAL OVERVIEW

1.1 Summary Overview

The State of Oregon, acting by and through its Department of State Police, (Agency), is issuing this Invitation to Bid (ITB) for purchase and install of FLIR Camera on Cessna T206H.

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

• The Oregon State Police (OSP) is soliciting bids for a Contract to purchase and install a complete FLIR camera system, including, but not limited to: video down-link system with complete camera system user interface, including display(s) and controls, on OSP's Cessna T206H, Registration # - N17386.

• The awarded Contractor must be able to fulfill the order and installation per the Contract.

• Single source supplier and installer located within Oregon for warranty work and service concerns.

• The awarded Contractor will perform the install at a facility in Oregon.

1.2 Schedule of Events

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

EVENT DATE TIME

Questions/Requests for

Clarifications Due 3 business days after ITB

Issuance 5pm

ITB Protests Period Ends 2 business days prior to Bid Opening Date

5pm

Bid Opening Date (Due Date and time to submit

Bids)

See cover page

Opening of Bids Same as Bid Opening

Issuance of Notice of Intent to Award (approximate)

2 days from Opening

Notice of Intent to Award Protest Ends

7 days from Notice of Intent to Award

Agency operating hours are Monday through Friday 8:00 AM to 4:30 PM, Pacific Time, except for State holidays and State-approved closures, including those for inclement weather.

1.3 Minimum Requirements

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

1.3.1 Bidder must be able to provide FFA part 145 repair station certifications

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 5 of 46

1.3.2 Bidder must be able to provide AS9100 Quality certification

1.3.3 Bidder must be able to complete the final install and airplane modifications in Oregon.

1.3.4 Bidder must be an authorized integrator.

1.3.5 Bidder must be a single source supplier and installer located within Oregon for warranty work and service concerns.

1.4 Submission Requirements

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

1.4.1 Attachment B – Bid Cover Sheet

1.4.2 Attachment C – Reference Check Form

1.4.3 Attachment D – Bid Pricing Form

1.4.4 Attachment E – Responsibility Inquiry

1.4.5 Attachment F – Certified Disadvantaged Business Outreach Plan

The Bid may include the following optional forms in its submittal:

1.4.6 Optional: Public Records Exemption Statement and redacted copy of Bid

1.5 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.

SECTION 2: GOODS AND SERVICES

2.1 Specifications

See Attachment A, Sample Contract, Exhibit A Description of Goods and Related Services

SECTION 3: PROCUREMENT PROCESS

3.1 Procurement Authority and Method

Agency is conducting this ITB pursuant to DAS Delegation Agreement # REQ-DASOBO- 00159021 and in accordance with ORS 279A.140, 279A.075, and OAR 125-246-0170. Agency is using the Competitive Sealed Bidding method, pursuant to ORS 279B.055, OAR 125-247- 0255, and OAR 125-247-0691.

3.2 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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 6 of 46 reference, a link to the crosswalk of terms used in OregonBuys® to terms defined in Oregon Administrative Rules is included in Attachment G.

3.3 E-Procurement System: OregonBuys®

3.3.1 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.

3.3.2 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.

3.3.3 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.

3.3.4 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.

3.4 RESERVED

3.5 RESERVED

3.6 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 through the Q & A tab located in OregonBuys®. If Bidder is unable to submit through the Q & A tab in OregonBuys®, Bidder may email 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.

3.7 Protest of ITB

https://oregonbuys.gov/bso https://www.oregon.gov/das/ORBuys/Documents/SupplierRegistrationGuide.pdf mailto:support.oregonbuys@oregon.gov

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 7 of 46

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:

o Contrary to law, and/or o Unnecessarily restrictive, and/or o Legally flawed, and/or o 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.

3.8 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 OregonBuy®s to determine whether or not any Amendment(s) have been issued. Amendment(s) are incorporated into the ITB by this reference.

3.9 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.

3.10 Bid Submission

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

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

3.10.2 Bidder shall complete and submit the Reference Check Form (Attachment C). Bidder shall provide 3 references from project(s) of similar size and scope performed for any clients within the last 3 years. Forms must be completed by a reference, returned to Bidder, and

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 8 of 46 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.

3.10.3 Bidder shall complete and submit the Bid Pricing Form (Attachment D). If “Or Equal” brand is offered, attach complete details and specifications for the camera system being offered.

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

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

3.10.6 Bidder shall provide a copy of their current FFA part 145 repair station certification and AS9100 Quality certification.

3.10.7 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.

3.11 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%20So licitation%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.

3.12 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 https://oregonbuys.gov/ https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 9 of 46 a Bid submitted through OregonBuys®, please contact the OregonBuys® Supplier Helpdesk at support.oregonbuys@das.oregon.gov or 1-855-800-5046.

3.13 Late Bids

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

3.14 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.

3.15 Firm Offer

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

3.16 Additional Rounds

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

SECTION 4: BID REVIEW

4.1 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.

4.2 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.

4.3 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.

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 10 of 46

4.4 Preferences

Agency will apply the following preferences to the Bid Cost:

4.4.1 Oregon Supplies and Services. The State prefers that contract awards are for Oregon goods and services. For bid calculation purposes, per ORS 279A.128, Agency shall subtract 10% from the price for any Bidder proposing all Goods fabricated or processed or all Services performed entirely in Oregon before the comparison.

4.4.2 RESERVED.

4.4.3 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.

4.4.4 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.

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

4.4.6 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.

4.5 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/Price Agreements, Agency will award the Contract/Price Agreement to the Responsive and Responsible Bidders whose Bids substantially comply with the requirements and criteria set forth in this ITB.

SECTION 5: AWARD

5.1 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.

5.2 Protest of Notice of Intent to Award

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 11 of 46

5.2.1 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.

5.2.2 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.

5.2.3 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.

5.3 Method of Award

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

5.4 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:

5.4.1 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

5.4.2 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 https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 12 of 46 of a policy that both prohibits, and prescribes disciplinary measures for, conduct constituting sexual harassment, sexual assault, or unlawful discrimination.

5.4.3 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.

5.4.4 All applicable third-party software licenses or third-party terms of use that will be required for the operation of the camera system. Contract execution will be contingent on Agency acceptance or successful negotiation of these third-party terms.

5.5 Selection of a Contractor in Multiple Award

In the event Agency issues multiple awards, Agency will use one of the following methodologies to determine from which Contractor to purchase:

• Issue all purchases to the lowest responsible Bidder.

SECTION 6: ADDITIONAL INFORMATION

6.1 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.

6.2 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.

6.3 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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 13 of 46 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.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

6.8 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:

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 14 of 46

“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.

6.9 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)

6.10 Checklist Disclaimer

Any checklists contained in this ITB are provided only as a courtesy. Agency makes no representation as to the completeness or accuracy of any checklist. Prospective Bidders are solely responsible for reviewing and understanding this ITB and complying with all requirements.

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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 15 of 46

ATTACHMENT A

Sample Contract

STATE OF OREGON

CONTRACT FOR PURCHASE AND INSTALL OF FLIR CAMERA ON CESSNA T206H

CONTRACT NO.: __________

This Contract is for the purchase of FLIR Camera on Cessna T206H (Goods) and Related Services (Contract) is between the State of Oregon, acting by and through its Department of State Police (Agency) and [legal name of contractor as registered with Oregon Secretary of State], a [__________] (Contractor) and is effective on the Effective Date. Agency and Contractor are the parties to this Contract.

RECITALS

1. Agency needs to purchase the Goods and to obtain Services relating to the Goods as defined below.

2. On or about _______________, Agency issued Invitation to Bid (ITB) #: S-25700-00015581, and Contractor is the successful bidder.

3. Contractor is willing to provide the Goods to and perform the Related Services for Agency.

AGREEMENT

The parties agree as follows:

1. Definitions. For the purposes of this Contract, the following capitalized terms have the meanings below:

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

“Calendar Days” means contiguous days.

“Effective Date” means the date this Contract has received all necessary approvals and is signed by the parties.

“Related Services” or Services” means the warranty, maintenance and support services (as applicable) associated with the purchase of the Goods, including installation, airplane modifications and training as more fully described in Exhibit A.

2. Term. The Effective Date of this Contract is the date this Contract is fully executed and approved according to applicable laws, rules and regulations, whichever is later. This Contract terminates when all Goods and Related Services have been accepted by Agency, unless earlier extended or terminated in accordance with its terms.

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

1) this Contract less all exhibits,

2) Exhibit A (Description of Goods and Related Services; Rates and Discounts);

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 16 of 46

3) Exhibit B (Insurance)

The exhibits listed above are incorporated into this Contract. To the extent provisions contained in more than one of the listed documents apply in any given situation, the parties agree: (i) to read such provisions together whenever possible to avoid conflict, and (ii) to apply the foregoing order of precedence only in the event of an irreconcilable conflict.

4. Ordering, Delivery, and Acceptance; Title.

4.1. Order and Delivery. Agency will purchase from Contractor and Contractor shall sell to Agency certain Goods and Related Services, as more particularly described in Exhibit A.

Contractor shall deliver the Goods F.O.B., Agency location, or the location designated in Exhibit A, with all transportation and handling charges paid by Contractor. Contractor shall ship the Goods no later than the date set forth on Exhibit A or as otherwise agreed by Contractor and Agency.

4.2. Not Purchasing for Resale. Agency certifies that it is purchasing the Goods for its own use and not for resale.

4.3. Installation. Contractor shall deliver and install Goods as described in Exhibit A and shall provide any component(s) or part(s) necessary for proper installation and operation, even if such components(s) and part(s) are not specifically described in the exhibit or in any specifications.

4.4. Acceptance.

4.4.1. Upon receipt Agency will begin inspection or testing of the Goods and installation of the Goods. Unless otherwise agreed, Agency has a 30 Calendar Day period from the date installation is completed to determine if the Goods meet or exceed the requirements of this Contract and all manufacturer’s specifications (Acceptance Period).

4.4.2. On or before the last date of the Acceptance Period, Agency will notify Contractor in writing regarding whether the Goods have passed or failed acceptance inspection or testing. If the Goods meet criteria of acceptance testing, then Agency’s notification will be of Agency’s acceptance of the Goods. If the Goods fail acceptance testing, Agency shall give Contractor written notice of the rejection and describe the failures.

4.4.3. In the event the Goods fail acceptance test(s), Agency, at its sole option, may either (i) return the Goods to Contractor, and Contractor shall provide a full refund including reimbursement of any shipping and handling charges unless otherwise noted in Exhibit A; or

(ii) allow Contractor a set period of time to replace, modify, or repair the Goods, at no additional cost to Agency, to make the Goods conform to the requirements of this Contract and the manufacturer’s specifications. Following replacement, modification, or repair, Agency will have an additional Acceptance Period. If the Goods fail the Acceptance Period a second time, Agency may exercise its options available under this Section 4.4.3, or notify Contractor of its default under Section 16.1 and pursue its available remedies.

4.5. Title. Title for the Goods passes to Agency upon acceptance of the Goods.

5. Compensation.

5.1. 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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 17 of 46 this Contract, and will not pay for Goods delivered and Related 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 delivers Goods and performs any Related Services subject to the amendment.

5.2. Invoices. Following Agency’s acceptance of the Goods, Contractor shall submit an invoice to Agency’s Contract Administrator for accepted Goods and Related Services. The invoice must describe all Goods delivered and Related Services performed and must detail any reimbursable expenses as pre-approved and described in Exhibit A.

5.3. Payments. Following Agency’s receipt of an accurate invoice for the Goods or Services as described in Exhibit A, Agency will pay Contractor the amounts set forth in the invoice within 45 Calendar Days of receipt.

5.4. Late fees. Contractor may assess a late fee of up to a maximum rate of two-thirds of one percent per month (8% per annum) on any outstanding balance. All payments are subject to ORS 293.462.

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

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

6. Contractor’s Representations and Warranties.

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

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

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

6.1.3. Contractor shall perform the Services set forth in this Contract in accordance with the highest professional standards prevailing in Contractor’s profession and in compliance with the requirements of this Contract.

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

6.1.5. Contractor or its subcontractor are certified or authorized by the original equipment manufacturer to perform maintenance and service on the Goods.

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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 18 of 46

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

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

6.3. Warranties are Cumulative. Contractor’s warranties provided in this Section 6 are in addition to and not in lieu of any other warranties provided elsewhere in the Contract. All warranties provided for in this Contract are cumulative and are intended to be given full force and effect and to be interpreted expansively to give the broadest warranty protection to Agency.

7. Warranties Assigned, Maintenance and Support.

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

7.2. Maintenance and Support. Contractor represents that following acceptance and expiration of any warranty period, if the Goods are eligible for long-term maintenance and support available through Contractor or the manufacturer of the Goods, Agency and Contractor may enter into a long-term maintenance and support agreement, provided that such maintenance and support agreement requires the entity providing support to be available 24 hours a day, seven days a week, and to respond to Agency’s request for support for the Goods within one hour. Such one-hour response time requires the entity providing maintenance and support to return Agency’s request for support (phone, email, online portal) within 30 minutes, and in the case of Goods requiring service, to be at Agency’s site within one hour.

8. Independent Contractor Certification; Responsibility For Taxes And Withholding.

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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 19 of 46

8.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance under this Contract (i) creates no potential or actual conflict of interest as defined by ORS 244; (ii) in the event that Contractor or its personnel are either employed by or performing services for the federal government, that no rules or regulations of the agency for which Contractor or its personnel work or are employed prohibit Contractor or its personnel from providing the Services under this Contract; and (iii) this Contract creates no other violation of ORS Chapter 244 for Contractor, its employees, agents, or contractors.

8.3. 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.

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

9. Confidential Information.

9.1. Each party acknowledges that it and its employees or agents may, in the course of performing its responsibilities under this Contract, be exposed to or acquire information that is confidential to the other party or the other party’s clients. Any and all information of any form obtained by one party or its employees or agents in the performance of this Contract is confidential information (“Confidential Information”) of the other party. Each party shall treat any reports or other documents or items (including software) which result from the use of the other’s Confidential Information in the same manner as the Confidential Information.

9.2. The recipient of any Confidential Information of the other party shall hold such Confidential Information in strict confidence, using at least the same degree of care that it uses in maintaining the confidentiality of its own Confidential Information, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose the other party’s Confidential Information to third parties or use the Confidential Information for any purpose other than as contemplated by this Contract or reasonably related to the purposes of this Contract, and shall advise each of its employees and contractors of their obligations to keep Confidential Information confidential. The obligations of confidentiality do not apply to information that (i) is or becomes (other than by disclosure by the party acquiring such information) publicly known or is contained in a publicly available document; (ii) is furnished by the party disclosing such information to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in the receiving party’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 the discloser without the obligation of confidentiality, (v) is disclosed with the written consent of the disclosing party, or; (vi) is independently developed by employees or agents of the receiving party who can be shown to have had no access to the Confidential Information.

9.3. Each party shall use commercially reasonable efforts to assist in identifying and preventing any unauthorized use or disclosure of the other’s Confidential Information, except where a higher standard is required by law. Further, each party shall advise the other promptly in the event it learns or has reason to believe that any person who has had access to the other’s

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 20 of 46

Confidential Information has violated or intends to violate the terms of this Contract, and each party will at its expense reasonably cooperate with the other in seeking injunctive or other equitable relief in the name of the other against any such person.

9.4. Neither party shall, except as provided in this Contract or authorized by the other, disclose, directly or indirectly, the other party’s Confidential Information to any person at any time during or after the term of this Contract. Upon termination of this Contract (including by expiration), and subject to recordkeeping and retention obligations, each party will return to the other (or upon consent, destroy) all documents, papers and other matter in its possession which embody the other’s Confidential Information.

9.5. Agency’s obligations under this Section 9 are subject to the Oregon Public Records Laws, ORS 192.311 through ORS 192.478.

9.6. In the performance of the Contract Contractor may have possession or access to documents, records or items that contain the “Personal Information,” as that term is used in ORS 646A.602(12), of Agency staff or representatives or Agency clientele. This Personal Information is a type of Agency Confidential Information. Contractor shall have an information security program that includes safeguards to protect the security, confidentiality, and integrity of Personal Information, as required by the Oregon Consumer Information Protection Act (OCIPA) in ORS 646A.622, prior to receipt of any Personal Information under this Contract.

9.7. Contractor shall not breach or permit breach of the security of any Agency Confidential Information that is Personal Information in Contractor’s possession or control. Without limiting the applicability of Section 10.2, Contractor shall not disclose, or otherwise permit access of any nature to, such Personal Information except as expressly permitted by Agency, required by applicable law, or required by order of a tribunal having competent jurisdiction.

9.8. Contractor shall promptly report any breach of security to Agency, and in all cases meet its related obligations under OCIPA. If Agency determines that a breach requires notification of impacted individuals, or other notification required by law, it will have sole control over the notification content, timing, and method, subject to Contractor’s obligations under applicable law.

9.9. Each party acknowledges that breach of this Section 9, including disclosure of any Confidential Information will give rise to irreparable injury which is inadequately compensable in damages. Accordingly, either party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Each party acknowledges and agrees that the covenants contained in this Section 10 are necessary for the protection of the legitimate business interests of the other and are reasonable in scope and content.

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

ITB S-25700-00015581 – Purchase and Install of a FLIR Camera to Cessna T206H Page 21 of 46

11. Indemnification by Contractor.

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

11.2. Infringement Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, Agency, and their officers, employees, and agents from and against all third party claims, suits, actions, losses, damages, liabilities, statutory penalties, costs (including attorneys’ fees) and expenses (collectively, “Claims”) of any nature whatsoever resulting from, relating to, or arising out of a claim that any aspect of the Goods or Services furnished under this Contract infringes a patent, utility model, industrial design, copyright, mask work, trademark, trade dress, or any other legally cognizable proprietary right of any third party (“Infringement Claim”).