ITB S-47100-00013511 OED 25-060 Canyon City Janitorial.pdf

STATE OF OREGON

EMPLOYMENT DEPARTMENT

JANITORIAL SERVICES

OED Canyon City Office 120 S Washington Street, Canyon City, OR 97820

ITB # S-47100-00013511

Single Point of Contact (SPC):

Oregon Employment Department Darla Glick, Procurement & Contract Specialist 3 971-375-3988 darla.j.glick@employ.oregon.gov

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

ITB S-47100-00013511 – Canyon City Janitorial

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TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SCOPE OF WORK

1.2 SCHEDULE OF EVENTS

1.3 DEFINITION OF TERMS

1.4 SINGLE POINT OF CONTACT

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

2.2 PROCUREMENT METHOD

2.3 PRE-BID CONFERENCE

2.4 OREGONBUYS

2.5 QUESTIONS AND CLARIFICATIONS

2.6 PROTEST OF ITB

2.7 ADDENDUM

2.8 PROTEST OF ADDENDUM

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.3 BID REQUIREMENTS (PASS/FAIL)

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

4.2 RESPONSIBILITY DETERMINATION

4.3 COST COMPARISON

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

4.5 REFERENCES

4.6 DEMONSTRATIONS/PRESENTATIONS/INTERVIEWS

4.7 PREFERENCES

4.8 METHOD OF AWARD

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

5.2 INTENT TO AWARD PROTEST

5.3 PAY EQUITY

5.4 NONDISCRIMINATION IN EMPLOYMENT

5.5 OTHER REQUIRED INFORMATION

SECTION 6: CONTRACT EXECUTION

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

7.3 COST OF BIDDING

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

7.5 RECYCLED PRODUCTS

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LIST OF ATTACHMENTS:

ATTACHMENT 1 – LETTER OF ASSURANCE FOR CRIMINAL RECORD CHECK

ATTACHMENT 2 – PRICING BID FORM

ATTACHMENT 3 – SAMPLE CONTRACT ........................................................................................................... 17-47

ATTACHMENT 4 – CONTRACTUAL ACCEPTANCE FORM

ATTACHMENT 5 – AFFIDAVIT OF COMPLIANCE WITH TAX LAWS

ATTACHMENT 6 – REFERENCE CHECK

ATTACHMENT 7 – RESPONSIBITY INQUIRY

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SECTION 1: GENERAL INFORMATION

1.1 SCOPE OF WORK

The State of Oregon, Employment Department (OED) is seeking bids from qualified individuals or firms, hereinafter referred to as “Bidders,” to Daily, Weekly, Monthly, and Annual Janitorial Services to the OED’s Canyon City Office located at 120 S Washington Street, Canyon City, Oregon 97820.

The Daily, Weekly, Monthly, and Annual Services will include Periodical Services to be performed one time per month, one time per year and/or two times per year. The Periodical Services are showing on the Table in ATTACHMENT 2 which lists the detail of each individual service, and the time(s) expected to be completed. In addition to Periodical Services, there are Exception / Additional Cleaning Services that are to be performed as Requested by the OED Contract Administrator and shall be charged at hourly rates. These Exception/Additional Cleaning Services are to be billed in addition to the Monthly/Annual Total for Janitorial Services. All services must meet the minimum requirements listed in the Statement of Work reflected in ATTACHMENT 3, “Sample Contract Form”.

OED intends to award one contract for the Janitorial Services described in this solicitation document. The form of the resulting contract and applicable general provisions are included in ATTACHMENT 3, “Sample Contract Form”.

The initial term of the awarded contract shall be for 26 months and will not exceed a cumulative contract term of five (5) years or as allowed by current statutory authority. The contract amount will be determined by responses to this solicitation document and negotiation with the successful bidder.

1.2 SCHEDULE OF EVENTS

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

ITB Open ................................................................................................... April 09, 2025; 3:00pm ITB Questions Due ............................................................................... April 14, 2025; 3:00pm ITB Answers Posted to OregonBuys (approximately) .................April 16, 2025; 3:00pm ITB Closes ............................................................................................... April 24, 2025; 3:00pm Bid Opening ............................................................................................. April 24, 2025; 3:30pm Notice of Intent to Award (approximately) ............................... April 24, 2025; 4:00pm

Agency operating hours are:

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

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1.3 DEFINITION OF TERMS

For the purposes of this ITB, unless specifically defined in this ITB, capitalized words have the meanings provided in OAR 125-246-0110. These definitions do not apply to the Proposed Contract attached as ATTACHMENT 3.

1.3.1 GENERAL DEFINITIONS

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

“OREGONBUYS” is an internet based, on-line eProcurement System that is the official publication forum for the State of Oregon’s procurement notices and advertisement. This System is required for use by all Agencies and vendors to utilize for procurements and solicitations in accordance with OAR 125-246-0500.

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

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

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

1.4 SINGLE POINT OF CONTACT

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

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

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

2.2 PROCUREMENT METHOD

Agency is using the Intermediate Procurement Solicitation, through Proposals by using a restrictive Invitation to Bid method, pursuant to ORS 279B.055 and OAR 125-247-0255, and may use any available optional procedures.

2.3 PRE-BID CONFERENCE

2.3.1 THERE WILL BE NO PRE-BID CONFERENCE.

2.4 OREGONBUYS

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

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ITB.

2.4.1 ALTERNATIVE ACCESSIBILITY TO ADDENDA, ATTACHMENTS, AND EXHIBITS

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

2.4.2 OREGONBUYS ASSISTANCE

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

2.4.3 OREGONBUYS REGISTRATION INFORMATION

Current and correct registration information is the sole responsibility of the registered party.

Agency accepts no responsibility for missing or incorrect information.

2.5 QUESTIONS AND CLARIFICATIONS

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

Be submitted in writing via email to the SPC identified on the cover page of this ITB.

Reference the ITB # S-47100-00013511 o Identify the section number and the passage.

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

Be received by the due date for questions and clarifications identified in Section 1.2 of this ITB.

Questions by telephone are not accepted.

Agency will respond to questions and requests for clarifications through OREGONBUYS. In its’ sole discretion, Agency, may change this ITB by written Addendum and post to OREGONBUYS.

Clarifications, corrections, or changes to this ITB made in any other manner are not binding on the State.

2.6 PROTEST OF ITB

Protests to this ITB, including the specifications and requirements of the ITB and the terms and conditions of the Sample Contract, must be submitted in writing to the SPC identified on the cover page of this ITB.

Protests must be submitted by the due date in Section 1.2, or Section 2.7 for Addendum. Agency will not consider protests received after these deadline(s).

Protests must include:

Protestor name and contact information;

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The ITB # S-47100-00013511;

Reason for the protest, including:

1) Grounds demonstrating how the procurement process is:

a) Contrary to law, and/or

b) Unnecessarily restrictive, and/or

c) Legally flawed, and/or

d) Improperly specifies a brand name; and

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

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. Protests not meeting these requirements will not be considered by Agency. Protests will be received by the following methods:

Emailed to the SPC identified on the cover page of this ITB.

2.7 ADDENDUM

Unless otherwise stated in the ITB, Agency shall post any Addendum on OREGONBUYS.

Addendum are incorporated into this ITB by this reference and can be viewed and downloaded by interested parties registered in OREGONBUYS, unless an alternate process is defined in Section 2.4.1. Bidder is responsible for monitoring OREGONBUYS regularly until ITB Closing.

Agency is not responsible for sending Addendum to any prospective Bidder.

2.8 PROTEST OF ADDENDUM

Unless a modified deadline is set forth through Addendum, a prospective Bidder may submit a protest of the Addendum by the close of the next business day after the issuance of the Addendum, or no later than the due date for Protests of ITB identified in Section 1.2 of this ITB, whichever is later. Unless otherwise specified in the Addendum, a protest must be submitted in the same manner as a protest of the ITB under Section 2.6.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Bids are firm offers for a period of 30 calendar days from Closing.

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.2.1 BID FORMAT

Bidder shall only submit its Bid electronically through OREGONBUYS on the forms and in the format required by this ITB document. Any specific forms required for bid submittal are

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3.2.2 SUBMITTING BIDS

Bidder is solely responsible for ensuring its Bid is received via OREGONBUYS in accordance with the ITB requirements, by closing date and time. Agency shall not be responsible for any delays in submission. Bids submitted by Email, Fax, or Hand delivered will be rejected.

Agency operating hours are Monday through Friday 8:00 AM to 5:00 PM, Pacific Time, except for State holidays and State approved closures.

3.2.3 QUANTITY OF BIDS TO BE SUBMITTED

One Bid with original signature, and all required documents must be submitted via OREGONBUYS on or before Closing April 24, 2025, by 3:00p (PT).

3.2.4 BID MODIFICATION

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

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

Withdraw its Bid in order to make modifications and resubmit the Bid pursuant to Section 3.2.5.

All modifications made to a Bid must be clearly marked as a “Bid Modification to ITB # S- 47100-00013511” and submitted via OREGONBUYS.

Submit modification(s), in writing, on Bidder’s letterhead, noting the specific change(s) to the original Bid submission. All modifications must be signed by an authorized representative of Bidder and state that the modifications amend and supersede the identified portions of the prior bid.

3.2.5 BID WITHDRAWAL

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

3.2.6 LATE BIDS

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

3.2.7 OPENING OF BIDS

Bids will not be publicly opened.

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3.3 BID REQUIREMENTS (PASS/FAIL)

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

3.3.1 CLOSING

Bids must be submitted by Closing to be considered.

3.3.2 REQUIRED FORMS

Bidder must submit the following forms:

ATTACHMENT 2 – Pricing Bid Form

ATTACHMENT 4 – Contractual Acceptance Form

ATTACHMENT 5 – Affidavit of Compliance with Tax Laws

ATTACHMENT 6 – Reference Check

ATTACHMENT 7 – Responsibility Inquiry

3.3.3 AUTHORIZED SIGNATURE

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

3.3.4 REFERENCES

Bidder must provide three (3) references from similar projects performed for any clients within the last five (5) years (ATTACHMENT 6). Information provided must include:

Reference name, telephone number, email and mailing address;

Description of services or products provided;

Service or product delivery starting and ending dates; and

Reference representative name, telephone number, and email address.

3.3.5 MATERIAL OR TECHNICAL REQUIREMENTS

“SECTION RESERVED”

3.3.6 BID REQUIREMENTS

Bidder must provide all information required in (ATTACHMENT 2) of this ITB.

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SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

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

4.2 RESPONSIBILITY DETERMINATION

Agency will determine if an apparent successful Bidder is Responsible prior to award and execution of the Contract. Bidder(s) shall submit a signed Responsibility Inquiry form (ATTACHMENT 7) with Bid.

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

4.3 COST COMPARISON

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

4.4 MINIMUM QUALIFICATIONS (PASS/FAIL)

(1) Experience. The bid must contain information that clearly demonstrates that Bidder has a minimum of five (5) years of professional experience successfully providing services that are comparable to those described in this ITB (ATTACHMENT 6).

(2) Resources. The bid must contain information that clearly demonstrates that Bidder is a qualified service provider and has the required resources (level of staffing, equipment, materials, etc.) to successfully provide the services as described in this ITB in the timeframe required by OED (ATTACHMENT 7).

(3) References. The bid must contain three (3) references (ATTACHMENT 6), including valid contact information for each, from separate firms or clients that may be contacted to verify Bidder’s abilities and experience with respect to goods and services provided within the past five years that are similar in size and scope to those described in this ITB document. References from Oregon Employment Department will not be accepted.

(4) Affidavit of Compliance with Tax Laws. The bid must contain a completed Affidavit of Compliance with Tax Laws to demonstrate compliance with Oregon Tax Laws

(ATTACHMENT 5).

4.5 REFERENCES

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

Agency may conduct other reference checks with persons whose names have not been provided

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4.6 DEMONSTRATIONS/PRESENTATIONS/INTERVIEWS

“SECTION RESERVED”

4.7 PREFERENCES

4.7.1 OREGON SUPPLIES AND SERVICES

Agency prefers Oregon goods and services, and 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 calculating the price score.

4.7.2 RECIPROCAL PREFERENCE

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

4.7.3 RECYCLED MATERIALS

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

4.7.4 PUBLIC PRINTING

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

4.7.5 TIEBREAKERS

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

4.8 METHOD OF AWARD

4.8.1 GENERAL AWARD

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

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SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

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

5.2 INTENT TO AWARD PROTEST

An Affected Bidder shall have 7 calendar days from the date of the Intent to Award notice to file a Written protest.

A Bidder is an Affected Bidder only if the Bidder would be eligible for Contract 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:

All lower Bids are non-Responsive.

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

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

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

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

5.2.1 PROTESTS MUST:

Be delivered to the SPC via email

Reference the ITB number

Identify Bidder’s name and contact information

Be signed by an authorized representative

Specify the grounds for the protest

Be received within 7 calendar days of the Intent to Award notice

5.2.2 RESPONSE TO PROTEST

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

5.3 PAY EQUITY

If selected for award and as applicable, Bidder shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate issued to the Bidder by the Oregon Department of Administrative Services. See

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

As required by [ORS 279B.235 or ORS 279C.520], Contractor shall comply with ORS 652.220 and shall not discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another for comparable work, based on an employee’s membership in a protected class.

Contractor must comply with ORS 652.220 as amended and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class.

“Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

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

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

5.4 NONDISCRIMINATION IN EMPLOYMENT

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

5.5 OTHER REQUIRED INFORMATION

5.5.1 INSURANCE

Prior to award, Bidder shall secure and demonstrate to Agency proof of insurance as required in this ITB. Insurance Requirements are found in Exhibit B, of Sample Contract

(ATTACHMENT 3).

SECTION 6: CONTRACT EXECUTION

After submission of the required information and insurances identified in the ITB by the awardee and obtaining all requisite approvals required, Agency will proceed with final award. The Contact attached hereto as (ATTACHMENT 3) is not negotiable.

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

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SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

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

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this ITB become the property of Agency. The submission of a Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Contract, or as otherwise needed to administer the ITB process, and to fulfill obligations under Oregon Public Records Laws. Bids, including supporting materials, will not be returned to Bidder unless Agency cancels this ITB prior to the Closing identified in Section 1.2.

7.3 COST OF BIDDING

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

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

Pursuant to ORS 279B.100, Agency may reject any or all Bids in whole or in part and may cancel this ITB at any time when the rejection or cancellation is in the best interest of the State. Agency, the State, and their officers, employees and agents are not liable to any Bidder for any loss or expense caused by or resulting from the delay, suspension, or cancellation of this ITB, or rejection of any or all Bids. Unless Agency cancels this ITB prior to the Closing identified in Section 1.2, all Bids will become part of the public record without obligation to Agency.

7.5 RECYCLED PRODUCTS

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

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ATTACHMENT 1

LETTER OF ASSURANCE FOR CRIMINAL RECORD CHECK

TO: Oregon Employment Department

Contracts and Procurement Section 875 Union Street NE Salem, OR 97311

I, attest and confirm all applicable* (Printed Name of Person Signing the Form - Person Authorized to Bind Contractor) employees, contractors, and subcontractors have passed a criminal record check as requested by and have been found to be appropriate for (Printed Contractor Name) services under the terms and conditions and for the duration of this Contract or Agreement.

Signed:

(Person Authorized to Bind Contractor) Date

Contractor’s Contact Information

Address

Address

Phone Number Email Address

* works directly or indirectly on any component of this Contract or Agreement.

Form created August 5, 2010; Revised September 14, 2011 / Employment Department/Human Resources

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ATTACHMENT 2

PRICING BID FORM

(FILL OUT BLANK WHITE SPACES ONLY)

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ATTACHMENT 3

OED # XX-XXX

SAMPLE CONTRACT

State of Oregon Employment Department

Contract for Services

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

Contractor’s Contract Administrator for this Contract is:

Company Name Attn:

Address City, ST Zip Telephone Email

Agency's Contract Administrator for this Contract is:

Oregon Employment Department Name:

875 Union Street NE Salem, Oregon 97311 Cell:

Email

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

1. Contract Term

The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on (End Date). 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.

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

2.1. this Contract less all exhibits;

2.2. Exhibit D (Federal Terms and Conditions);

2.3. Exhibit C (Special Terms and Conditions);

2.4. Exhibit A (Statement of Work);

2.5. Exhibit B (Required Insurance), and

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2.6. Exhibit E (Independent Contractor Certification)

2.7. ATTACHMENT 1 –Pricing Bid Form (See ATTACHMENT 2 of ITB)

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

2.8. 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.

2.9. 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.

2.10. 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.

3. Compensation

3.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $XXX. 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.

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3.2. 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 C, Section 3(b).

3.3. 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.

3.4. 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

3.5. 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.

4. Contractor’s Personnel

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

Any such replacement must have 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.

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4.2. 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.

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

5. Independent Contractor; Responsibility for Taxes and Withholding

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

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

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

5.3. 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.

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

6. Subcontracts, Successors, And Assignments

6.1. 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.

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

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

7. Representations and Warranties

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7.1.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that: Contractor has the power and authority to enter into and perform this Contract;

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

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

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

7.1.5. 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:

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

7.1.5.2. 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;

7.1.5.3. 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;

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

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

7.2. Contractor’s Performance Warranties

7.2.1. 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;

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

7.2.3. 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

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7.2.4. 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.

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

8. Ownership of Work Product

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

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

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

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

8.2. 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.

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

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

8.5. No Rights. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Agency. Except as expressly set forth in this Contract, nothing in this Contract may be construed as granting to or conferring upon Agency any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

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

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

9. Confidential Information

9.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents, or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). Contractor shall and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is

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9.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency…