ITB S-63500-00001495 Stainless Steel Fish Liberation Tanks.pdf

ITB S-63500-00001495 Stainless Steel Fish Liberation Tanks

DAS Procurement Services, Version 1.0 – February 20, 2019 Page 1 of 85

STATE OF OREGON

COVER PAGE

Oregon Department of Fish and Wildlife

Is issuing this Invitation To Bid (ITB) S-63500-00001495 for

STAINLESS STEEL FISH LIBERATION TANKS

Date of Issue: February 14, 2022

Bid Opening Date and Time (Bid Due Date): March 9, 2022, Time 2:00 PM

Single Point of Contact (SPC): Julie L. Cone

Address: 4034 Fairview Industrial Drive SE City, State, Zip: Salem, Oregon 97302 Phone (voice): 503-947-6125 E-mail: julie.l.cone@odfw.oregon.gov

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

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TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

1.2 SCOPE OF WORK/ SPECIFICATIONS

1.3 SCHEDULE OF EVENTS

1.4 DEFINITION OF TERMS

1.5 SINGLE POINT OF CONTACT

SECTION 2: ITB PROCESS

2.1 PROCUREMENT AUTHORITY

2.2 PROCUREMENT METHOD

2.3 RESERVED

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

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 reserved

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: PRICE AGREEMENT EXECUTION

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

7.3 COST OF BIDDING

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

7.6 RECYCLED PRODUCTS

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LIST OF ATTACHMENTS

ATTACHMENT A – SAMPLE PRICE AGREEMENT

EXHIBIT A – STATEMENT OF WORK

EXHIBIT B – SAMPLE PURCHASE ORDER

EXHIBIT C – INSURANCE REQUIREMENTS

EXHIBIT D - INDEPENDENT CONTRACTOR CERTIFICATION

ITB S-63500-00001495

BIDDER RESPONSE

ATTACHMENT B – BID COVER SHEET

ATTACHMENT C – REFERENCE CHECK FORM

ATTACHMENT D – BID SUBMITTAL FORM

ATTACHMENT E – CERTIFIED DISADVANTAGED BUSINESS OUTREACH PLAN

ATTACHMENT F – RESPONSIBILITY INQUIRY

ATTACHMENT G – EXECUTIVE ORDER 21-29 VACCINATION COMPLIANCE FORM

ATTACHMENT H – PLANS

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SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW

The State of Oregon, acting by and through the Oregon Department of Fish and Wildlife, (“Agency” or “ODFW”), is issuing this Invitation to Bid (“ITB”) under the provisions of ORS 279B.055 to establish a Price Agreement for the purchase of 750 gallon, 2000 gallon, and 2300 gallon stainless steel fish liberation tanks.

Agency estimates the initial purchase will be two 750 gallon tanks and two 2000 gallon tanks.

ODFW anticipates need for additional tanks during the term of the Price Agreement, however, no purchases are guaranteed.

Agency has authority to issue this ITB and enter into the resulting Price Agreement pursuant to ORS 496.146(11) and ORS 279A.050.

Agency anticipates the award of one (1) Price Agreement from this RFP.

The initial term of the Price Agreement is anticipated to be one (1) year with options to renew annually up to a cumulative maximum of five (5) years.

Any purchases under the Price Agreement must be authorized by purchase orders or work orders issued by Agency in accordance with the ordering procedures described in the Attachment A - Sample Price Agreement. Bidders are advised that there is no guarantee of any specific amount of purchases under the Price Agreement. Notwithstanding the award of a Price Agreement, Agency may conduct separate solicitations or award project specific contracts or purchase orders for Goods or Services similar to what is described within this RFP using any method allowed by law.

1.2 SCOPE OF WORK/ SPECIFICATIONS

Contractor shall manufacture the following stainless steel liberation tanks per Attachment H - Plans and details below, and install/mount on ODFW supplied vehicles.

• 750 gallon Liberation Tank o Installation of a 12 inch pneumatic gate with rear discharge – Provided by ODFW o Mount on pickup flatbed, usually F-550 or equal – Provided by ODFW

• 2000 gallon Liberation Tank o Mount on a tilt bed tandem axle fish liberation truck – Provided by ODFW o Fold up catwalk, minimum 22 inches wide, with attached 42 inch tall handrail with center support to meet OSHA specifications. Catwalk will easily fold and secure safely during transport.

• 2300 gallon, 270 inch Liberation Tank o Frame mounted on a tandem axle fish liberation truck – Provided by ODFW o Fold up catwalk, minimum 22 inches wide, with attached 42 inch tall handrail with center support to meet OSHA specifications. Catwalk will easily fold and secure safely during transport.

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1.3 SCHEDULE OF EVENTS

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

EVENT DATE TIME

Questions and Clarifications Due February 28, 2022 2:00 PM Answers to Questions and Clarifications Due (approximate)

March 3, 2022 5:00 PM

Bid Opening Deadline (Deadline date and time to submit Bids)

See cover page

Opening of Bids Immediately following Opening Deadline Notice of Intent to Award (approximate) March 14, 2022 Deadline for Award Protest 7 calendar days after issue of Intent to Award

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.

Due to COVID-19, state offices are not open to the public. Bidders may contact the SPC for an appointment to review physical copies of solicitation documents.

1.4 DEFINITION OF TERMS

For the purposes of this ITB, unless specifically defined in this ITB, capitalized words have the meanings provided in OAR 137-046-0110. These definitions do not apply to the Proposed Price Agreement attached as Attachment A.

1.4.1 GENERAL DEFINITIONS

Capitalized terms not specifically defined in this document are defined in OAR 137-046-0110.

“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.

1.4.2 DEFINITIONS INCORPORATED BY REFERENCE FROM EO 21-29

“EO 21-29” means Governor of the State of Oregon’s Executive Order 21-29 as may be amended, https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf.

“FAQ” means the Executive Order 21-29 Vaccination Requirements for State Contractors Frequently Asked Questions as may be amended.

ExecutiveOrder21-29_ContractorFAQ.pdf (oregon.gov)

For interpretation of provisions relating to EO 21-19:

a. The terms "Executive Branch," "COVID-19," "Fully Vaccinated," "Proof of Vaccination," "Employee," and "Worker" have the meanings defined in EO 21-19.

b. The term “Worksite” has the meaning defined in the FAQ.

https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf https://www.oregon.gov/das/Procurement/Documents/ExecutiveOrder21-29_ContractorFAQ.pdf

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1.5 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 issuing this ITB pursuant to its authority under ORS 496.146(11) and ORS 279A.050(m).

Agency has authorization to conduct fish and wildlife management activities under ORS 496.138, consistent with the policy in ORS 496.012.

2.2 PROCUREMENT METHOD

Agency is using the Competitive Sealed Bidding method, pursuant to ORS 279B.055 and OAR 137- 047-0270.

2.3 RESERVED

2.4 OREGONBUYS

This ITB, including all Amendments, attachments and exhibits are published in the State of Oregon’s electronic procurement system OregonBuys at https://oregonbuys.gov/. ITB documents will not be mailed. Prospective Bidders are solely responsible for checking OregonBuys to determine whether or not any Amendment(s) have been issued. Amendment(s) are incorporated into the ITB by this reference.

2.4.1 OREGONBUYS ASSISTANCE

Bidders needing assistance with OregonBuys may contact the Help desk by telephone at

(855) 800-5046 or email to support.oregonbuys@oregon.gov .

2.4.2 OREGONBUYS REGISTRATION INFORMATION

For Vendor Registration: visit https://OregonBuys.gov .

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 delivered to the SPC via email;

• Reference the OregonBuys bid number ;

• Identify Bidder’s name and contact information;

• Refer to the specific area of the ITB being questioned (i.e. page, section and paragraph number);

and

• Be received by the due date and time for Questions/Requests for Clarification identified in the

Schedule.

https://oregonbuys.gov/ mailto:support.oregonbuys@oregon.gov https://oregonbuys.gov/

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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 Price Agreement, 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 1.3, or Section 2.8 for Addendum. Agency will not consider protests received after these deadline(s).

Protests must include:

• Protestor name and contact information;

• The ITB S-63500-00001495;

• 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 2.4.2. 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 1.3 of this ITB, whichever is later.

Unless otherwise specified in the Addendum, a protest must be submitted in the same manner as a protest of the ITB under Section 2.6.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

Bids are firm offers for a period of 90 calendar days from Opening.

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3.2 BID SUBMISSION REQUIREMENTS

3.2.1 BID FORMAT

Bidder shall submit its Bid using only white 8 1/2” x 11” format, without extensive artwork, unusual printing, or other materials not essential to the utility and clarity of the Bid.

The Bid should be presented in a format corresponding and referencing the sections contained in Section 3.3. Responses should be presented in the same order and identify the item being addressed.

3.2.2 SUBMITTING BIDS

Bidder is solely responsible for ensuring its Bid is received at Agency in accordance with the ITB requirements before Bid Opening. Agency is not responsible for any delays or by transmission errors or delays or mistaken delivery for any reason. A Bid submitted by any means not authorized below will be rejected. The following delivery options are permitted for this ITB:

3.2.2.1 DELIVERY THROUGH OREGONBUYS

Bid submission must be electronically through OregonBuys at: OregonBuys.gov.

Upon ODFW’s request, the apparent successful Bidder shall promptly submit its complete original signed bid. In the event of a failure of an Electronic Procurement System or email system that interferes with the ability to submit electronic Bids, to protest, or to otherwise participate in the procurement, ODFW may cancel the procurement or may extend the date and time of receipt of electronic Bids by providing notice of the extension immediately after the Electronic Procurement System or email system becomes available.

3.2.3 BID MODIFICATION

It is the responsibility of the Bidder to ensure modified Bids are submitted before the Bid Opening date and time. To be effective the modification must include the OregonBuys bid number and be submitted to the SPC prior to Bid Opening.

A Bidder wishing to make modifications to a Bid already received by Agency must (i) upload a new Bid in OregonBuys after deleting prior submittal items using the “Withdraw Quote” button, or (ii) submit in writing via an email with signature from the authorized representative a letter stating that the modifications amend and supersede the prior Offer.

3.2.4 BID WITHDRAWAL

If a Bidder wishes to withdraw a submitted Bid, in accordance with OAR 137-047-0440 there two methods allowed. If a Bidder wishes to withdraw a submitted Bid through OregonBuys, the Bidder must do so using the “Withdraw Quote” button in OregonBuys. Bidder may also withdraw its bid in person upon presentation of appropriate identification and satisfactory evidence of authority and the submission of a Written notice signed by an authorized representative of its intent to withdraw to the SPC. Bidder must make an appointment with the SPC to withdraw the bid in person. Withdrawal must be made prior to the Closing Date.

3.2.5 LATE BIDS

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

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3.2.6 OPENING OF BIDS

Bid Opening will occur immediately following “Bid Opening Date” and time unless otherwise specified. Only the name of each Bidder and the Bid amounts will be read at the Opening.

Award decisions will not be made at the Bid Opening. Agency will hold the public Opening through electronic means. Interested parties may attend the Opening for this solicitation electronically at:

Join on your computer or mobile app

Click here to join the meeting Or call in (audio only)

+1 503-446-4951,,425471877# United States, Portland Phone Conference ID: 425 471 877#

3.2.7 WITHDRAWAL BY ODFW OF BID ITEMS PRIOR TO AWARD

ODFW reserves the right to delete Bid items. The deletion of one or more Bid items will not affect the method of award.

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 BID OPENING

Bids must be submitted by Bid Opening Date to be considered.

3.3.2 REQUIRED FORMS

Bidder must submit the following forms:

• Attachment B – Bid Cover Sheet

• Attachment C – Reference Check Form

• Attachment D – Bid Submittal Form

• Attachment E – Certified Disadvantaged Business Outreach Plan

• Attachment F – Responsibility Inquiry

3.3.3 AUTHORIZED SIGNATURE

The Bid must be signed by person(s) legally authorized to bind the Bidder to the Bid and the Price Agreement 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 3 or more references from similar projects performed for any clients within the last 5 years using Attachment C. Information provided must include:

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

https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZmYxMjdiYzQtYjVhOS00NTYzLThjM2UtZDBmMDBlZTU4YTY1%40thread.v2/0?context=%7b%22Tid%22%3a%22aa3f6932-fa7c-47b4-a0ce-a598cad161cf%22%2c%22Oid%22%3a%22b84ebd5c-5518-4277-b016-f0c310c5e4f7%22%7d tel:+15034464951,,425471877#%20

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• 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 RESERVED

3.3.6 RESERVED

3.3.7 BID REQUIREMENTS

Bidder must provide all information required in Attachment D of this ITB.

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

A Bid received prior to Bid Opening 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 137-047-0470.

4.2 RESPONSIBILITY DETERMINATION

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

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

4.3 COST COMPARISON

Agency shall award the Price Agreement 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)

Bidder must have a minimum of 5 years of recent experience in the manufacture of stainless steel items similar to the tanks listed in the statement of work. Bidders must submit sufficient information and references to satisfy this requirement.

4.5 REFERENCES

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

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

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4.6 RESERVED

4.7 PREFERENCES

4.7.1 RESERVED

4.7.2 RESERVED

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.

4.8 METHOD OF AWARD

4.8.1 GENERAL AWARD

If awarded, Agency will award the Price Agreement to the Responsible Bidder submitting the lowest total for a 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. Agency reserves the right to reject all Bids.

SECTION 5: INTENT TO AWARD

5.1 INTENT TO AWARD NOTIFICATION

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

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 Price Agreement 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 Price Agreement award.

5.2.1 PROTESTS MUST:

• Be delivered to the SPC via email

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• 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 the Price Agreement value exceeds $500,000 and Bidder employs 50 or more fulltime workers, 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. For instructions on how to obtain the Certificate, visit https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx.

5.4 NONDISCRIMINATION IN EMPLOYMENT

As a condition of receiving the award of a Price Agreement 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 that constitutes 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 C of Attachment A.

5.5.2 RESERVED

5.5.3 APPARENT SUCCESSFUL BIDDER SUBMISSION REQUIREMENTS: EO 21-29

Bidder(s) who are selected for a Price Agreement award under this ITB may be required to submit additional information and comply with the following:

If selected for award of a Price Agreement Bidder may be required to certify during the term of the Price Agreement or the duration of EO 21-29, whichever expires or terminates first, that contractor has obtained Proof of Vaccination from all Workers providing goods or services at an Agency Worksite are Fully Vaccinated against COVID-19 or have met the requirements for an exception under paragraph 6 of EO 21-29. The definitions in Section 1.4.2. (“Special Definitions for Interpreting EO 21-19 Obligations”) apply to this paragraph. A form of certification with definitions is attached as Attachment G.

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

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SECTION 6: PRICE AGREEMENT EXECUTION

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

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

SECTION 7: ADDITIONAL INFORMATION

7.1 GOVERNMENT BODIES

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

7.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this ITB become the property of Agency. The submission of a Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Price Agreement, 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 Bid Opening identified in Section 1.3.

7.3 COST OF BIDDING

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

7.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

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

7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

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

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

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

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

7.6 RECYCLED PRODUCTS

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

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ATTACHMENT A – SAMPLE PRICE AGREEMENT

STATE OF OREGON

PRICE AGREEMENT 535-317-21

STAINLESS STEEL FISH LIBERATION TANKS

BETWEEN

OREGON DEPARTMENT OF FISH AND WILDLIFE

Price Agreement Contract Administrator: Pat Traxler

Address: 4034 Fairview Industrial Drive SE, Salem, Oregon 97302 Phone: 541-452-3702 Email: patrick.k.traxler@odfw.oregon.gov

AND

[CONTRACTOR NAME]

Contract Administrator: [Name, Title]

Address: [Street Address] Phone: [Phone] Email: [Email]

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TABLE OF CONTENTS

SECTION 1: Agreement

1.1 PARTIES

1.2 DEFINITIONS

1.3 TERM OF AGREEMENT

1.4 TERMINIATION OF AGREEMENT

1.5 ORDERING INSTRUMENTS

1.6 PRICES

1.7 INSURANCE

1.8 MISCELLANEOUS

SECTION 2: Standard Terms for Contracts Under This Agreement

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

2.2 PAYMENT

2.3 OVERDUE CHARGES

2.4 PAYMENT ADDRESS

2.5 INVOICES

2.6 PRICES

2.7 CANCELLATION, INSPECTIONS AND ACCEPTANCE

2.8 REPRESENTATIONS AND WARRANTIES

2.9 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS

2.10 FOREIGN CONTRACTOR

2.11 SAFETY DATA SHEET

2.12 TIME IS OF THE ESSENCE

2.13 FORCE MAJEURE

2.14 FUNDS AVAILABLE AND AUTHORIZED

2.15 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING27

2.16 INDEMNIFICATION

2.17 EVENTS OF DEFAULT

2.18 REMEDIES

2.19 TERMINATION AND STOP WORK

2.20 ACCESS TO RECORDS

2.21 NOTICES

2.22 ORDERING ACKNOWLEDGEMENTS

2.23 GOVERNING LAW

2.24 VENUE; CONSENT TO JURISDICTION

2.25 SURVIVAL

2.26 SEVERABILITY

2.27 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS

2.28 MERGER CLAUSE; AMENDMENT; WAIVER

2.29 ASSIGNMENT OF ANTITRUST RIGHTS

2.30 OREGON FALSE CLAIMS

2.31 COMPLIANCE WITH EXECUTIVE ORDER 21-29

SECTION 3: Special Terms For Contracts Under This Agreement

3.1 CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL

AWARDS

SECTION 4: Signature of Contractor’s Duly Authorized Representative

SECTION 5: Signature of Agency

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LIST OF EXHIBITS

EXHIBIT A DESCRIPTION OF THE GOODS AND PRICES

EXHIBIT B PURCHASE ORDER FORM

EXHIBIT C INSURANCE REQUIREMENTS

EXHIBIT D INDEPENDENT CONTRACTOR CERTIFICATION

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This Price Agreement (“Agreement’) is between the State of Oregon, acting by and through Oregon Department of Fish and Wildlife, (“Agency” or “ODFW”) and [insert Contractor’s name], a [insert state of incorporation] (“Contractor”).

SECTION 1: AGREEMENT

1.1 PARTIES

The only parties to this Agreement are Agency and Contractor.

1.2 PRICE AGREEMENT DOCUMENTS

This Price Agreement consists of the following documents, which are listed in descending order of precedence:

This Price Agreement less all exhibits Exhibit A (Description of the Goods and Prices) Exhibit B (Purchase Order Form) Exhibit C (Insurance Requirements) RFP S-63500-00001495 (Stainless Steel Liberation Tanks) Proposer Response (PROPOSER NAME)

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

1.3 DEFINITIONS

“Agreement” or "Price Agreement" means this agreement between Contractor and Agency under which Contractor agrees to hold prices, terms, and conditions firm for a specified period of time for the benefit of Agency.

“Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, excluding State of Oregon holidays and business closure days.

“Calendar Day” means contiguous days.

"Contract" means the entire agreement between Contractor and Agency, comprised of a signed Purchase Order and this Price Agreement, including any exhibits and amendments.

"Goods" means the individual items described in Exhibit A.

“Protected Class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age.

"Purchase Order" means the ordering instrument between Agency and Contractor substantially in the form attached as Exhibit B.

"Services" means the services, if any, described in Exhibit A to be performed by Contractor under a Contract that are incidental to the purchase of Goods.

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"Specifications" means the specific attributes of the Goods to be purchased or Services to be provided, if any, as described in Exhibit A.

"State" means the State of Oregon.

1.3.1 Special Definitions for Interpreting EO 21-19 Obligations

“EO 21-29” means Governor of the State of Oregon’s Executive Order 21-29 as may be amended, https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf.

“FAQ” means the Executive Order 21-29 Vaccination Requirements for State Contractors Frequently Asked Questions as may be amended.

ExecutiveOrder21-29_ContractorFAQ.pdf (oregon.gov)

For interpretation of provisions relating to EO 21-19:

a. The terms "Executive Branch," "COVID-19," "Fully Vaccinated," "Proof of Vaccination," "Employee," and "Worker" have the meanings defined in EO 21-19.

b. The term “Worksite” has the meaning defined in the FAQ.

1.4 TERM OF AGREEMENT

The initial term of this Agreement begins on the date this Agreement has been signed by Agency and Contractor and all required approvals have been obtained (the “Effective Date”) and ends on MM/DD/YYYY (one year after signing) unless sooner terminated or extended as provided in this Agreement. Agency has the option to extend this Agreement annually to a maximum of five (5) years. Agency must send Contractor a written notice exercising its option to extend no later than 30 Calendar Days before the expiration of the current term. The initial term and all extension terms are collectively referred to as the “Term” of this Agreement.

1.5 TERMINATION OF AGREEMENT

1.5.1 Parties’ Right to Terminate by Mutual Consent. This Agreement may be terminated at any time by mutual written consent of Agency and Contractor.

1.5.2 Agency Right to Terminate for Convenience. Agency may, in its sole discretion, terminate this Agreement, in whole or in part, for any reason upon 30 Calendar Days written notice to Contractor.

1.5.3 Effect of Termination.

1.5.3.1 Once this Agreement is terminated, Contractor shall not accept new Contracts or Purchase Orders.

1.5.3.2 Termination of this Agreement does not terminate the rights or obligations of any party to a Contract executed before termination of this Agreement.

1.5.3.3 Termination of this Agreement terminates Contracts or “blanket” Purchase Orders in which Contractor is not legally required to deliver specific quantities of Goods at specific times.

https://www.oregon.gov/gov/Documents/executive_orders/eo_21-29.pdf https://www.oregon.gov/das/Procurement/Documents/ExecutiveOrder21-29_ContractorFAQ.pdf

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1.6 ORDERING INSTRUMENTS

1.6.1 A Contract created by an ordering instrument consists only of the terms specified or required by this Price Agreement. Additional, different, or conflicting terms and conditions in any Purchase Order(s) or any other ordering instrument of either an Agency or the Contractor shall not vary the terms of this Agreement. Unless otherwise expressly agreed, Contractor’s online ordering terms and conditions will not change the terms and conditions of this Agreement or any Contract.

1.6.2 Subject to the provisions of this Agreement, Contractor shall accept ordering instruments from Agency that comply with the provisions of this Agreement until this Agreement terminates. Contractor may, but is not required to, accept an ordering instrument requesting a delivery schedule less than any minimum lead time, if any, specified in Exhibit A.

1.6.3 An ordering instrument is deemed accepted by Contractor unless Contractor rejects an ordering instrument within five (5) Business Days after it is received. Contractor may reject an ordering instrument: i) using the same means as were used to deliver the ordering instrument, or ii) by email or facsimile if that information is evident on the ordering instrument.

Contractor shall specify the reason(s) for rejection.

1.6.4 Accepted ordering instruments establish separate Contracts between Agency and Contractor and include the terms set forth in Sections 2 and 3. As used in the Contracts, “Price Agreement” means this Agreement.

1.6.5 Nothing in this Agreement obligates any Agency to place any ordering instrument.

1.6.6 Contractor shall reject an ordering instrument that does not meet the requirements of this Agreement.

1.7 PRICES

1.7.1 Except as provided in this Section, during the Term of this Agreement, Contractor shall offer Goods and related Services to Agency at prices that do not exceed the prices listed in Exhibit A.

1.7.2 Contractor and Agency may agree to lower prices for Goods and related Services. Those lower prices apply only to applicable Contract between Contractor and Agency.

1.7.3 Price Decrease

Agency shall be given the immediate benefit of any price decrease Contractor offers to any other customer. Contractor shall promptly notify Agency of the amount and effective date of each decrease. This decrease applies to orders placed on or after the effective date of the decrease. Invoices must reflect prices in effect on the date Agency’s Purchase Order document was written.

Should such decreased prices again increase during the term of the Price Agreement, including extensions, Agency shall honor the increase if acceptable documentation verifying the increase is submitted to Agency. Agency shall determine what constitutes acceptable documentation.

1.7.3.1 Contractor shall subtract from prices charged to Agency any unit price decrease that has been achieved or gained by Contractor, whether through the manufacturer or otherwise. Contractor shall give Agency the immediate benefit of the decrease.

Contractor shall promptly notify Contract Administrator of the amount and effective date of the decrease.

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1.7.4 Price Adjustment

Subject to the following, either party to this Agreement may request a price adjustment, in whole or in part.

1.7.4.1 Contractor may request price increases from Agency no more often than once every calendar year. Contractor must submit a request to the Contract Administrator in writing forty-five (45) before the proposed effective date of the increase. The request must show all proposed increases by line item and include supporting documentation for manufacturing or raw materials for Goods, or personnel and transportation for Services, acceptable to Agency. Agency may require Contractor to provide U.S.

Bureau of Labor Statistics Producer Price Index or Consumer Price Index data or any other relevant manufacturer or industry data substantiating the increase. However, a price increase may not produce a higher profit margin for Contractor than at the beginning of the initial term of this Agreement.

1.8 INSURANCE

Contractor shall obtain insurance coverage as specified in Exhibit C and shall maintain the insurance throughout the term of this Agreement and all Contracts.

1.9 MISCELLANEOUS

1.9.1 Choice of Law

The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

1.9.2 Designation of Forum and Consent to Jurisdiction

Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon.

Contractor hereby consents to the in personam jurisdiction of said courts and waives any objection to venue in such courts, and waives any claim that such forum is an inconvenient forum. Nothing herein shall be construed as a waiver of the State’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or consent to jurisdiction based thereon.

1.9.3 Amendments

No amendment to this Agreement is valid unless it is in writing and signed by the parties.

1.9.4 Transfer

Contractor shall not assign, sell, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without first obtaining the written consent of Agency. Agency’s consent to any subcontract (or other delegation of duties) does not relieve Contractor of any of its duties or obligations under this Agreement, and any assignee, transferee, or delegate shall be considered the agent of Contractor. This Agreement is binding upon and inures to the benefit of each of the parties, and, except as otherwise

DAS Procurement Services, Version 1.0 – February 20, 2019 Page 22 of 85 provided, their permitted legal successors and assigns.

1.9.5 Counterparts

This Agreement may be executed in two or more counterparts, each of which is an original, and all of which together are deemed one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart.

1.9.6 Force Majeure

Neither party is responsible for delay or default caused by an event beyond the control of the party whose performance is interfered with, and, which by the exercise of reasonable diligence, the party is unable to prevent. Agency may terminate this Agreement upon written notice after determining such delay or default will reasonably prevent successful performance of this Agreement.

In the event of any such delay, Contractor’s obligations are suspended to the extent of and for the duration of such causes. However, Contractor shall take all good faith efforts to eliminate the cause of any such delay, and upon the cessation of such cause, shall resume performance of Contractor’s obligations with all reasonable diligence. If necessary, the period for performance under this Agreement will be extended to enable Contractor, once such causes have been removed, to fulfill its obligations hereunder.

1.9.7 Entire Agreement

This Agreement, together with the attached exhibits, constitutes the entire agreement between the parties and merges all prior and contemporaneous communications with respect to the subject matter.

1.9.8 Reserved

1.9.9 Intended Beneficiaries

Agency and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to give, or will be construed to give or provide, any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement.

1.9.10 Waiver

The failure of Agency to enforce any provision of this Agreement or the waiver of any violation or nonperformance of this Agreement in one instance does not constitute a waiver by Agency of that or any other provision nor is it a waiver of any subsequent violation or nonperformance. Such failure to enforce or waiver, if made, is effective only in the specific instance and for the specific purpose given.

1.9.11 Certification of Compliance with Tax Laws

By signature on this Agreement, Contractor certifies that it has complied with the tax laws of this State and the applicable tax laws of any political subdivision of this State. Contractor shall, throughout the duration of this Agreement and any Contract and any extensions thereof, comply with all tax laws of this State and all applicable tax laws of any political subdivision of this State. For the purposes of this Section, “tax laws” includes: (i) All tax laws of this State, including but not limited to ORS 305.620 and ORS chapters 316, 317, 318 and 319; (ii) Any tax provisions imposed by a political subdivision of this State that apply to

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Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this State that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

Any failure to comply with the provisions of this subsection 1.8.11 constitutes a material breach of this Agreement and any Contract. Any failure to comply entitles Agency to terminate this Agreement or Contract, as applicable and to pursue and recover any and all damages that arise from the breach and the termination of this Agreement or Contract, and to pursue any or all of the remedies available under this Agreement or Contract, at law, or in equity, including but not limited to:

• Termination of this Agreement or Contract, as applicable, in whole or in part;

• Exercise of the right of setoff, and withholding of amounts otherwise due and owing to

Contractor, in an amount equal to State’s or Agency’s setoff right, without penalty; and

• Initiation of an action or proceeding for damages, specific performance, declaratory, or injunctive relief. Agency or Agency may recover any and all damages suffered as the result of Contractor’s breach of this Agreement or Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing replacement Goods or Services.

1.9.12 Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled products where possible. This includes paper, “PETE” and other materials as defined in ORS 279A.010 [1][gg], [hh], and [ii].

1.9.13 Contractor shall retain, maintain, and keep accessible all records relevant to this Agreement (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will be kept in accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established in this Section, Contractor shall permit Agency and its duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

1.9.14 Performance Evaluations

Agency may conduct evaluations of Contractor’s performance during the term of this Agreement. Agency will compile and maintain completed evaluations, which will become a written record of Contractor’s performance. Agency may also maintain as part of that written record information obtained from Contractor during an exit interview following Agreement termination. Agency may provide copies of any documents in the written record to the Contractor and third parties upon request. Agency may use performance evaluations in any way it deems necessary, in its sole discretion, including but not limited to making responsibility determinations and decisions to award contracts.

1.9.15 Reporting

This Agreement and Contract(s) of Agency will be reported to the Oregon Department of Revenue. The Department of Revenue may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including (i) garnishing Contractor’s compensation under this Agreement or Contract or (ii)

DAS Procurement Services, Version 1.0 – February 20, 2019 Page 24 of 85 exercising a right of setoff against Contractor’s compensation under this Agreement or Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the Department of Revenue collects debts.

SECTION 2: STANDARD TERMS FOR CONTRACTS UNDER THIS

AGREEMENT

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

The Contract consists of the ordering instrument and the provisions in Sections 2 and 3 of this Agreement. In the event of a conflict between the ordering instrument and provisions in Sections 2 and 3, the provisions in Sections 2 and 3 take precedence.

2.2 PAYMENT

Contractor shall look solely to Agency for payment of all amounts that may be due under this Contract. AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS CONTRACT.

Subject to Agency’s acceptance of Goods and related Services, payment is due from Agency within forty-five (45) Calendar Days after the date of the invoice.

2.3 OVERDUE CHARGES

At Contractor’s option, it may assess overdue account charges to Agency up to a maximum rate of two-thirds of one percent per month (8% per annum) or the maximum allowed by law.

2.4 PAYMENT ADDRESS

Agency must send payments to the address specified in the Contractor’s invoice.

2.5 INVOICES

Contractor shall invoice Agency only after delivery of all Goods and related Services ordered.

Contractor shall send all invoices to the address provided by Agency for that purpose.