ITB _Warehouse Pallet Racking System Replacement~1.pdf

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 1

INVITATION TO BID FOR

THE PURCHASE OF GOODS AND SERVICES

Bid No.: S-177000-00014823 Closing Date: October 13, 2025 Time: 5:00 PM PT

Description: Warehouse pallet racking system replacement including removing existing pallet racking and providing new pallet racking system and installation.

Procurement Specialist: Patrick Murphy Phone: (503) 540-1091

Email: patrick.murphy@lottery.oregon.gov

Mandatory Prebid Conference: Date: September 16, 2025 Time: 9:00 AM PT

THIS IS A GENERAL PROCUREMENT AS DEFINED IN OAR 177-037-0000(2)

TABLE OF CONTENTS

Section Description Page

1 Scope of Services 2

2 Instructions to Bidders 4

3 Pricing Page 9

4 Bid Form 10

Attachments

A Sample Services Contract

B Preliminary Security Application mailto:patrick.murphy@lottery.oregon.gov

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 2

1. SCOPE OF SERVICES

1.1. Purpose:

The State of Oregon, acting by and through the Oregon State Lottery Commission (“Lottery”) is seeking Bids for a professional contractor (“Contractor”) to perform pallet racking system replacement services (“Services”) at the Oregon State Lottery Headquarters Warehouse located at 500 Airport Rd SE, Salem Oregon. Services are to be completed no later than one (1) year from the date the Contract (defined below) is issued unless otherwise agreed to by the parties via written amendment to the resulting Contract.

Lottery intends to enter into a written agreement (“Contract”) with the successful, responsible Bidder as set forth in Section 2.7.2. Lottery anticipates that the Contract will have an initial term of one (1) year.

1.2. Single Point of Contact:

Patrick Murphy (“SPC”) is the only point of contact for this ITB. Any questions or issues that may arise regarding this ITB and associated process must be directed to the SPC using the contact information provided on the first page of this ITB. Lottery’s responses to questions and requests will be through direct letters or Addenda, as appropriate.

1.3. Scope of Work:

The purpose of this project is to complete warehouse pallet racking system replacement services at the Lottery Headquarters Warehouse as described in this Scope of Work.

1.4. Contractor Tasks/Responsibilities.

The awarded Contractor and all Contractor employees and sub-contractors entering the Lottery warehouse must pass all Lottery security requirements including background checks and fingerprinting for access to the Lottery warehouse. Attachment B provides a preliminary background questionnaire Bidder must submit with Bid. Lottery Project Manager, identified in the Contract, will provide the additional required forms and instructions to the awarded Contractor.

The Contractor will work with the Lottery Project Manager to create a schedule for the Services to be performed. This will need to include four (4) phases to complete the Services as this is a working warehouse. The schedule will need to consider the time for ordering and receiving the new pallet racking system(s) along with dismantling and removing old pallet racking and installing the new pallet racking system(s).

Permits: Any required permits to complete this project are the responsibility of the Contractor.

The Contractor will be required to follow all State, City, and County requirements for all Services within this Scope of Work including requesting and acquiring all required permits and managing all required inspections up to sign off of the project from the inspecting authority(s) and conforming to all seismic requirements for installation.

Travel, Labor, Equipment, Tools and Supplies: Contractor shall supply or/provide all freight, travel, tools, labor, equipment, materials, and supplies necessary to perform Services.

Contractor shall be responsible for; activities, equipment, materials, vehicles, and any damage they may incur during the course of this project to the surrounding landscape or existing building structure. Contractor shall be required to provide all equipment, labor and materials specified necessary for the timely completion of the Services. Contractor shall be required to supply

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 3 necessary means and methods and equipment to secure and protect work areas and surrounding spaces.

The Contractor shall provide all manufacture warranties of the system against defects in material and workmanship and must transfer any manufacture warranties to the Lottery. The Contractor must provide a minimum of 1-year warranty for all labor at no cost to the Lottery.

Cleanup and debris removal: Contractor shall be responsible for the removal and disposal of excess materials, containers, and equipment including hazardous materials and wastes. Disposal shall comply all state and federal regulations.

1.5. Specifications:

Phase 1: Push back / pallet flow 3-level racking system:

Must have 8 bays at 5 pallets deep on a roller system with the following specifications and measurements:

a. Weight capacity per pallet: 2,000 Ibs.;

b. 42” x 48” pallet size with a maximum height with product of 64” (standard pallets)

c. Overall Dimensions of the Pushback/Flow rack area: 850” width, height is 234”, depth is 246”

d. Total pallet storage is 240 pallets

e. The raised height from front to back of racking system is 10.25”, cannot exceed total of 11” due to celling heights and obstructions.

f. Heavy Duty Gravity galvanized twin-roller conveyor system.

Phase 2: Pallet gravity flow upper-level racking system:

Must have unobstructed ground level storage for Video Lottery Terminals. Upper level of 9 bays at 7 pallets deep for storing of pallets with the following specifications and measurements:

a. Weight capacity per pallet: 2,000 Ibs

b. 42” x 48” pallet size with a maximum height with product of 64”

c. Overall Dimensions of the Gravity Flow rack area: 963” width, height is 192”, depth is 342”

d. Total pallet storage of upper-level racking is 126 pallets

e. The raised height from front to back of the upper racking system is 14.25”

f. Heavy Duty Gravity galvanized twin-roller conveyor system

g. Clearance height from ground to bottom of upper-level storage minimum 90”

h. High density ramp stops, and rear stops required

i. Exit entry pallet flow beam mounting angles required

Phase 3: Pallet gravity flow upper-level racking system:

Must have unobstructed ground level storage for Video Lottery Terminals. Upper level 7 bays at 5 pallets deep for storing of pallets with the following specifications and measurements:

a. Weight capacity per pallet: 2,000 Ibs

b. 42” x 48” pallet size with a maximum height with product of 64”

c. Overall Dimensions of the Gravity Flow rack area: 749” width, height is 192”, depth is 246”

d. Total pallet storage of upper-level racking is 70 pallets

e. The raised height from front to back of the upper racking system is 10.25”

f. Heavy Duty Gravity galvanized twin-roller conveyor system

g. Clearance height from ground to bottom of upper-level storage minimum 90”

h. High density ramp stops, and rear stops required

i. Exit entry pallet flow beam mounting angles required

Phase 4: Push back / pallet flow 2-level racking system:

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 4

a. Must have unobstructed ground level storage for Video Lottery Terminals. Upper 2 levels 10 bays at 5 pallets deep for storing of pallets with the following specifications and measurements:

b. Weight capacity per pallet: 2,000 Ibs.;

c. 42” x 48” pallet size with a maximum height with product of 64” (standard pallets)

d. Overall Dimensions of the Pushback/Flow rack area: 1,070” width, height is 234”, depth is

246”

e. Total pallet storage is 200

f. The raised height from front to back of racking system is 10.25”, cannot exceed total of 11” due to celling heights and obstructions.

g. Heavy Duty Gravity galvanized twin-roller conveyor system

h. Clearance height from ground to bottom of first level storage minimum 90”

i. Clearance height from ground to bottom of second level storage minimum 170”

Requirements for ALL phases of ALL racking systems:

a. Building construction specifications for the warehouse floor are: 6” S.O.G. w/5@16” O.C.

each way. 3000Fc (PSI) non air entrained 58, air- entrained .46 slab.

b. Use of M150 Polycarbonate wheel system required.

1.6. Lottery Responsibilities

1.6.1. Provide Contractor access to Lottery’s facility and appropriate resources as reasonably necessary for Contractor to fulfill its obligations.

1.6.2. Promptly notify Contractor of any unsafe condition about which Lottery has knowledge and to which Contractor resources could be exposed.

1.6.3. Promptly notify Contractor of any accidents or injuries involving Contractor employees or subcontractors assigned to Lottery.

1.6.4. Perform acceptance review of Services upon completion by the Contractor. Upon completion of Services, Lottery will provide written Acceptance in accordance with Attachment A, Sample Services Contract, Section 19, Review and Approval that all Services are complete and acceptable. If the Services fail to conform to the Statement of Work, Lottery will, in its notification, specify the manner in which it fails to comply.

1.7. Schedule

Contractor will work directly with Lottery Project Manager after award of Contract to determine dates to begin work. This will include arrival of new pallet racking system(s), obtaining permits and completing inspections, and the working schedule of the warehouse. The agreed upon schedule will be included in the negotiated SOW.

1.8. Payment Methodology

Payment will be made for each phase of the project when it is complete. The Contractor and Lottery’s Project Manager will determine that the item(s) listed in the Statement of Work (SOW) have been completed properly before Lottery’s Project Manager will accept that the project phase is complete. The phase will not be approved for payment until final cleanup has been completed.

All material not used on the building shall be removed from the site by the Contractor.

2. INSTRUCTIONS TO BIDDERS

2.1. Lottery Procurement Rules and Definitions:

Oregon Administrative Rules (“OAR”) Chapter 177, Division 38, Lottery Procurement Rules, apply to this ITB and to any Contract resulting from this ITB. In addition to terms defined in this ITB, capitalized terms used but not defined in this ITB are defined in OAR 177-038-0000.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 5

2.2. Single Point of Contact / Tentative Schedule:

2.2.1. There will be only one point of contact for the entire Invitation to Bid process. The contact point is the Procurement Specialist listed on page 1 of this ITB. Any questions regarding the specifications, the bidding process, or the award process shall be directed to the Lottery Procurement Analyst listed on page one.

2.2.2. The schedule below is the anticipated schedule for this ITB process. If a specified date, such as the Closing Date, is delayed, the rest of the schedule may be adjusted by the same number of days of the delay.

This schedule is provided as a courtesy. The actual schedule may change without notice to potential Bidders. However, Lottery will make any changes to the Inquiry Deadline or to the Bid Submission Deadline by Addendum.

ACTIVITY DATE

Invitation to Bid Released September 4, 2025

Mandatory Prebid Conference September 16, 2025 9:00 AM PT

Inquiry Deadline September 22, 2025 5:00 PM PT

Inquiry Response September 26, 2025

Bid Submission Deadline October 13, 2025 5:00 PM PT

Intent to Award Notification October 24, 2025

Protest of Award October 27, 2025 – November 7, 2025

Contract Award November 14, 2025

2.3. Mandatory Pre-Bid Conference:

All Bidders are required to attend a MANDATORY Pre-Bid Conference / Walk-Through of the Project site located at 500 Airport Rd. SE, Salem, Oregon 97301 on Tuesday, September 16, 2025, at 9:00 AM PT in the Lottery’s Headquarters Lobby. Bids will be accepted only from Bidders who attended the mandatory Pre-Bid Conference. The Pre-Bid Conference is designed to clarify the information provided in this ITB and provide an opportunity for questions and answers. A site tour of the area(s) affected by this ITB will be provided as part of the Pre-Bid Conference. No statements of any nature that are made at this Pre-Bid Conference will change this ITB and they are not binding on Lottery until Lottery issues an Addendum making the change applicable to this ITB. All Addenda will be sent via email by the SPC.

2.4. Specification(s) of Materials:

Each Bidder must include a pdf with their Bid of the specification sheet(s) for all products used for installing the new pallet racking system(s) which include; all racking system parts (racks, rollers, brackets, etc.), all floor anchors, all hardware not included in the racking system specifications.

2.5. BID PREPARATION:

2.5.1. Bid Format:

Bids must be typewritten or prepared in ink and submitted on the form(s) provided in the ITB.

2.5.2. Conformance to Bid Requirements:

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 6

Bids shall conform to the requirements of the Invitation to Bid. All necessary attachments shall be submitted with the bid and in the required format. Bid prices shall be for the unit indicated on the bid. Failure to comply with all requirements may result in bid rejection.

2.5.3. Requests for ITB Clarification or Change, Questions concerning ITB:

2.5.3.1. Inquiries:

By submitting a Bid, Bidder agrees that it understands the requirements of this ITB, and that Bidder fully understand the obligations if Bidder were to enter into a Contract with Lottery.

Potential Bidders must submit any questions concerning this ITB, requests for change to this ITB and requests for clarification of this ITB (collectively “Inquiries”) on or before the Inquiry Submission Deadline stated in Section 2.2.2.

Potential Bidders may submit Inquiries to the State of Oregon’s E-Procurement System at https://oregonbuys.gov/ on or before the Inquiry Deadline.

Lottery will not identify the potential Bidders who submit Inquiries. Lottery will provide to all ITB recipients, a copy of the Inquiries submitted and Lottery’s responses to those Inquiries. If a potential Bidder discovers any ambiguity, conflict, discrepancy, exclusionary specifications, omission or other error in this ITB and fails to notify Lottery on or before the Inquiry Submission Deadline, the Bidder submits its Bid at its own risk.

2.5.3.2. Response to Inquiries:

Lottery will promptly respond to each properly submitted Inquiry. Where appropriate, Lottery will issue ITB revisions by Addenda. Lottery may informally respond to questions but all informal responses are not binding on Lottery and do not affect or change the ITB in any manner.

2.6. BID SUBMISSION

2.6.1. Bid Submission Process and Deadline:

Bids must be submitted through OregonBuys, State of Oregon’s E-Procurement System at https://oregonbuys.gov/ on or before closing date.

All Bids must be in Lottery’s possession no later than the Bid Submission Deadline specified in Section 2.2.2. Lottery will reject Bids Lottery receives after the Bid Submission Deadline. Bidders bear the risk of Bids Lottery receives after the Bid Submission Deadline as a result of any fax or e-mail failure, regardless of the reason for the failure.

2.6.2. Required Pages:

Bidder must complete and return the following pages with their bid response:

• Section 3 - Pricing Page

• Section 4 - Bid Form

2.6.3. Signature on Bid

Bids shall be signed in ink by an authorized representative of the Bidder. Signature on a bid certifies that the bid is made without connection with any person, firm or corporation making a bid for the same goods and/or services and is in all respects fair and made without collusion or fraud. Signature on a bid also certifies that the Bidder has read, fully understands and agrees with all bid specifications, terms and conditions. No consideration will be given to any claim resulting from bidding without fully comprehending all requirements of the Invitation to Bid.

https://oregonbuys.gov/ https://oregonbuys.gov/

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 7

Bidders shall only enter information within the bid document where it is requested or required.

Bidders shall NOT make any alterations to the Original Solicitation Document. Any bid that has been altered may be rejected.

2.6.4. Bids are Binding Offers:

Each Bid submitted in response to this ITB is an offer that is binding, valid and firm for 90 days following the Bid Submission Deadline.

2.6.5. ITB Addenda:

Lottery may change this ITB only by written Addenda, which will be issued prior to the Bid Submission Deadline. If required by Addendum, Bidder must sign and return the Addendum to Lottery with its Bid.

2.6.6. Bid Modification:

Bidders may modify submitted Bids only in writing and before the Bid Submission Deadline. A Bidder’s last Bid submitted replaces and supersedes in its entirety all prior Bids submitted by the Bidder. Bidders may modify Bids after the Bid Submission Deadline only in accordance with OAR 177-038-0130(2).

2.6.7. Bid Withdrawals:

A Bidder may withdraw its Bid prior to the Bid Submission Deadline by submitting a written request for withdrawal that is signed by Bidder’s authorized representative. The Bidder must submit the written request for withdrawal to the Procurement Analyst listed on page one before the Bid Submission Deadline by means specified in Section 2.4.1. Bidders may withdraw Bids after the Bid Submission Deadline only in accordance with OAR 177-038-0130(2).

2.6.8. Cost of Bid:

Bidder is responsible for all costs Bidder incurs in association with Bid preparation or submission, or both, including but not limited to costs incurred for making necessary studies or designs for Bid preparation.

2.6.9. Method of Bidding:

Bidders must clearly specify the price for each designated quantity in the space(s) provided on the Pricing Page (Section 3). Failure to do so may result in bid rejection.

Applicability of Prevailing Wages: The Lottery is exempt from the prevailing wage rate requirements of ORS 279C.800 through ORS 279C.870. PREVAILING WAGE RATES DO NOT

APPLY TO THIS PROJECT.

2.7. Bid Evaluation and Award:

2.7.1. Non-Responsive Bids:

Lottery may reject Bids that are not Responsive as defined in OAR 177-038-0160.

2.7.2. Method of Award:

Lottery intends to Award the Contract to the Responsible Bidder who submits the Responsive Bid with the lowest total price for all line items.

2.8. Investigation of References and Past Performance:

Lottery reserves the right to investigate the references and the past performance of any Bidder with respect to its successful performance of similar services, compliance with specifications and

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 8 contractual obligations, and its lawful payment of suppliers, subcontractors, and employees. The Lottery may postpone the Award or execution of the Contract after the announcement of the apparent successful Bidder in order to complete its investigation.

2.9. Prior Acceptance of Defective Bids:

Due to limited resources, Lottery will not completely review or analyze any Bid response which on its face fails to comply with the requirements of this ITB or which clearly is not the best Bid, nor will the Lottery investigate the references or qualifications of those who submit Bids that are not Responsive.

2.10. Public Records and Requests for Confidentiality:

All information submitted with a Bid may be public record and subject to disclosure under the Oregon Public Records Law, ORS 192.311 through 192.478, unless an exemption from disclosure under the Oregon Public Records Law applies. Bidders must specifically identify those sections in the Bid and briefly explain how and why the information may be exempt from disclosure.

Bidders must also include the name, address, and telephone number of the person Bidder authorizes to respond to Lottery’s inquiries concerning the nature of the materials Bidder deems exempt from disclosure. Lottery’s non-disclosure of documents or any portion of a document submitted as part of a Bid may depend upon official or judicial determinations based upon the Oregon Public Records Law.

2.11. Notice of Intent to Award:

Lottery will provide written notice of its intent to Award a Contract once Lottery has determined the Responsible Bidder who submitted the lowest priced responsive Bid.

2.12. Protest of Award:

Bidder may protest Lottery’s Award of a Contract by submitting a written protest according to OAR 177-038-0220 within 5 Days following the date Lottery issues the Notice of Intent to Award.

All protests of Lottery’s Award are subject to OAR 177-038-0220.

2.13. Contract Form:

Lottery’s Contract with the Bidder receiving the Contract Award will be substantially in the form attached to this ITB as Exhibit A.

2.14. Lottery’s Reservation of Rights:

The Lottery reserves the right, in its sole discretion to:

a. Modify this ITB;

b. Extend the Bid Submission Deadline;

c. Determine whether a Bid does or does not substantially comply with the requirements of this ITB;

d. Waive any minor informality pursuant to OAR 177-038-0170;

e. Include in the Contract some or all of the items priced in the Bid; and

At any time prior to Contract execution:

a. Reject any Bid that fails to comply with all requirements specified in this ITB;

b. Reject all Bids and cancel this ITB upon Lottery’s determination that cancellation is in the

Lottery’s best interest; and

c. Reject all Bids and cancel this ITB should funds become unavailable for this project.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 9

3. PRICING PAGE

3.1. Pricing.

Bidders must clearly specify the all-inclusive cost for Services per the Scope of Work and Attachment A for supplies, labor, equipment, etc. Contractor must complete Services within one (1) year from the date the contract is issued unless otherwise agreed to by the parties via written amendment to the resulting contract. Any extension for completing Services must be agreed upon between Lottery and Contractor. Bidder must state the prices in US dollars with no more than two (2) digits to the right of the decimal point.

Pricing is firm for the length of the Contract including any agreed upon extensions.

Description All-inclusive cost Phase 1: Push back / pallet flow 3-level racking system $ Phase 2: Pallet gravity flow upper-level racking system $ Phase 3: Pallet gravity flow upper-level racking system $ Phase 4: Push back / pallet flow 2-level racking system $ Total cost of all four (4) phases $

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 10

4. BID FORM

The undersigned agrees and certifies that:

a. The undersigned has read and understands all instructions, specifications, terms and conditions contained in this ITB and agrees that the State of Oregon is not liable for any claims or subject to any defenses asserted by Bidder based upon, resulting from, or related to, Bidder’s failure to understand all instructions, specifications, terms and conditions of this ITB;

b. The undersigned is Bidder’s authorized representative, that the information provided in this Bid is true and accurate, and that providing incorrect or incomplete information may be cause for Bid rejection or Contract termination;

c. Bidder Is submitting an offer that is binding, valid and firm for a period of no less than 90 days following the Bid Submission Deadline;

d. The Bid information was arrived at independently, without fraud, other dishonesty or collusion with any other party competing for a contract under this Invitation to Bid.

e. Bidder certifies it will take reasonable steps to ensure an equal opportunity is provided to Oregon certified Minority, Women, and Emerging Small businesses to compete for and participate in the performance of any subcontracted work under the awarded contract. Oregon MWESB certified firms, as defined in ORS 200.055, have an equal opportunity to participate in the performance of contracts financed with state funds. A list of Oregon certified MWESB businesses can be located at:

https://oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp

f. The undersigned accepts and agrees on behalf of Bidder to be bound by the terms and conditions of any resulting Contract between Bidder and Lottery.

The undersigned hereby acknowledge having received and duly considered the following addenda to this ITB: Addenda No _____to Addendum No. ____ inclusive.

Bidder (COMPANY) Name FEIN ID# or SSN (REQUIRED)

Bidder Address

Authorized Representative Signature Date

Title of Authorized Representative

Contact Person (print) Phone Email

Bidder is an Oregon Certified MWESB ______Yes Certification No.___________ ______ No https://oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 11

Attachment A

SAMPLE SERVICES CONTRACT

(Note to Bidders: This Attachment A is a sample only. Do not complete this section.)

OREGON STATE LOTTERY

SERVICES CONTRACT

FOR WAREHOUSE PALLET RACKING SYSTEM REPLACEMENT

This Contract (“Contract”) is between the State of Oregon, acting by and through its Oregon State Lottery Commission (“Lottery”) and , (“Contractor”), collectively the “Parties”. The purpose of this project is to complete warehouse pallet racking system replacement services at the Lottery Headquarters Warehouse located at 9760 SW Wilsonville Rd in Wilsonville, Oregon.

Lottery’s Contract Administrator for this Contract is Cliff Roythorne.

1. Effective Date and Duration.

a. This Contract shall become effective on the date this Contract has been signed by every party hereto and, when required, approved by the Oregon Department of Justice (“Effective Date”).

Unless terminated or extended, this Contract shall expire upon Lottery’s acceptance of all Goods, Deliverables, and Services, or , whichever occurs last. Neither expiration nor termination shall extinguish or prejudice Lottery’s right to enforce this Contract with respect to any breach of a Contractor warranty or any default or defect in Contractor’s performance that has not been cured.

2. Consideration.

a. The maximum, not to exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $ .

3. Amendments.

No waiver, consent, modification or change to the terms of this Contract shall bind either party unless in writing and signed by both parties and all approvals by law have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given.

4. Definitions.

In addition to the terms defined in this Contract, all other capitalized terms used but not defined in this Contract are defined in OAR 177-038-0000.

5. Statement of Work.

The Statement of Work (the “Services”), including deliverables and the delivery schedule for such Services and the repair and maintenance warranty terms if applicable, is contained in Exhibit A, and is attached and incorporated by reference into this Contract. Contractor agrees to perform the Services as specified in Exhibit A and in accordance with the terms and conditions of this Contract.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 12

6. Pricing.

Contractor’s pricing established in Exhibit B is firm following the Effective Date of this Contract. If the Contract is extended beyond the initial term, the parties may negotiate a price adjustment. Contractor may submit a request for a price adjustment within 60 calendar days prior to expiration of the then-current Contract term.

7. Invoicing and Payment.

a. Submission.

Contractor shall send invoices to Lottery for Services performed and accepted by Lottery.

Invoice(s) shall be submitted to: Oregon State Lottery, Attn.: Accounts Payable Dept., PO Box 12649, Salem, OR, 97309; or to Lottery’s electronic mailbox:

lottery.ap@lottery.oregon.gov.

b. Payment Terms.

Lottery’s payment terms are NET 30 days from receipt of an accurate invoice.

c. Late Charges.

Contractor may assess late payment charges to the extent permitted by ORS 293.462.

d. Conditions Precedent to Payment.

As a condition precedent to Lottery’s obligation to pay Contractor, Contractor shall, upon execution of this Contract, deliver to Lottery the applicable Internal Revenue Service form, whether a W-9 form, W-8 form, 8233 form or other similar form, based upon Contractor’s status as a United States person, resident alien or nonresident alien, as those terms are defined in 26 USC §7701. These forms are currently available at http://www.irs.gov. Lottery may withhold payments to Contractor pending Lottery's receipt from Contractor of the applicable, completed and signed form.

e. Invoice Review / Dispute Process.

Lottery will review the invoice within ten (10) Business Days of receipt and will either approve payment of the amount invoiced or notify Contractor of any errors or disputed charges.

If an error or dispute arises concerning charge(s) on an invoice, Lottery will notify Contractor of the disputed charge. Upon notification of dispute, Contractor shall submit to Lottery documentation to support the amount charged. Lottery will have seven (7) Business Days to consider the validity of the supporting documentation, however, Lottery’s failure to respond to Contractor by the end of the seven (7) Business Day period shall not be deemed Lottery’s acceptance of the documentation and shall not obligate Lottery to pay the disputed amount in full.

Lottery, in its sole and absolute discretion, will determine if the supporting documentation provides sufficient justification for the charges set forth in the disputed invoice. If Lottery determines that the supporting documentation is sufficient, Lottery will notify pay Contractor the amount claimed due in the invoice. If Lottery determines the supporting documentation supports payment in an amount less than originally invoiced, Lottery will notify Contractor of the amount Lottery believes is due under the invoice.

Contractor may resubmit an invoice for the lesser undisputed amount following Lottery’s review, and Lottery will pay the invoice as set forth in Section 7(b).

8. Independent Contractor; Responsibility for Taxes and Withholding.

a. Contractor shall perform all required Services as an independent contractor. Although the

Lottery reserves the right (i) to determine the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, Lottery cannot mailto:lottery.ap@lottery.oregon.gov http://www.irs.gov/

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 13 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.

b. If Contractor is currently performing services for the State of Oregon or the federal government, Contractor by signature to this Contract declares and certifies that:

Contractor’s Services to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor’s employing agency (state or federal) would prohibit Contractor’s Services under this Contract.

If applicable, Contractor meets the specific independent contractor standards of ORS

670.600. Contractor is not an “officer,” “employee,” or “agent” of the Lottery, as those terms are used in ORS 30.265(1) and (4). Contractor shall have no right or authority to incur or create any obligation for or legally bind the Lottery in any way.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments to Contractor under this Contract and, unless Contractor is subject to backup withholding, Lottery will not withhold from such compensation or payments any amount(s) 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 to Contractor under this Contract, except as a self-employed individual.

9. Subcontracts and Assignment; Successors and Assigns.

a. Contractor shall not enter into any subcontracts for any of the Services required by this Contract or assign or transfer any of its interest in this Contract, without the Lottery’s prior written consent. In addition to any other provisions the Lottery may require, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by Sections 9(d), 10, 11, 13, 14, 17, 18, 21, 24, 30 and 32 of this Contract as if the subcontractor were the Contractor. Lottery’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

b. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, if any.

10. No Third-Party Beneficiaries.

Lottery and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall 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 Contract.

11. Security Investigation(s); Changes to Approved Persons.

Contractor’s employees and any subcontractor employees performing Services in the Lottery Headquarters Warehouse building will be subject to a background investigation performed by Lottery’s Security Section which may include, but may not be limited to, a Law Enforcement Data System (LEDS) background check or completion of forms and fingerprint cards.

12. Funds Available and Authorized; Payments.

Article XV, section 4(4)(d) of the Oregon Constitution provides that Lottery is a self-supporting, revenue-raising agency and that no appropriations, loans, or other transfers of state funds shall be made to it. Accordingly, all amounts payable by Lottery under this Contract are the sole

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 14 responsibility of Lottery, and not the State, and are payable only from: (1) Revenues received by Lottery from lottery games; and (2) other miscellaneous revenues generated by Lottery.

Lottery certifies that, as of the effective date of this Contract, sufficient funds are available and authorized for expenditure to finance the costs of this Contract within Lottery’s current financial plan. Notwithstanding this certification, Lottery’s payments under this Contract, together with all of Lottery’s other obligations incurred under ORS 461.510(4), are limited by Article XV, section 4(4)(d) of the Oregon Constitution and ORS 461.500(2). If Lottery’s authority or ability to conduct lottery games is removed or diminished, or if Lottery reasonably determines that expending the amounts payable by Lottery under this Contract would be in violation of the 16% (sixteen percent) limitation under ORS 461.500(2), Lottery may terminate this Contract.

13. Representations and Warranties.

a. Contractor’s General Representations and Warranties.

Contractor represents and warrants to Lottery that:

i. Contractor fully understands and shall perform its obligations under this Contract and shall not make any claims for or have any rights to relief based on its claim that it misunderstood the terms of this Contract, or lacked information related to its required performance under this Contract.

ii. Contractor is qualified to do business in the State of Oregon, and it will take such action as may be necessary to remain so qualified.

iii. Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits, and it shall not become so during the term of this Contract.

iv. Contractor shall comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to its performance under this Contract.

v. Contractor shall procure, at its own expense, all required licenses, certifications, permits, and governmental approvals necessary to perform its obligations under this Contract.

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

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

viii. The Services under this Contract must be performed in a good and workmanlike manner and in accordance with the highest professional standards; and

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

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b. Warranties Cumulative.

The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

14. Indemnity.

a. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY THE LOTTERY

AND THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS,

DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS,

LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER

RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTS OR OMISSIONS OF

CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER

THE CONTRACT.

b. IN ADDITION, CONTRACTOR, AT ITS OWN EXPENSE, SHALL SAVE INDEMNIFY, AND HOLD

HARMLESS THE LOTTERY AND THE STATE OF OREGON, AND THEIR AGENCIES,

SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND DEFEND ANY

ACTION BROUGHT AGAINST SAME WITH RESPECT TO ANY CLAIM, DEMAND, CAUSE OF

ACTION, DEBT, LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, TO

THE EXTENT THAT IT IS (i) ARISING OUT OF THE FURNISHING OR PERFORMANCE OF THE

CONTRACTOR INTELLECTUAL PROPERTY OR THIRD PARTY INTELLECTUAL PROPERTY, OR

BOTH; OR (ii) BASED UPON A CLAIM THAT EITHER THE CONTRACTOR INTELLECTUAL

PROPERTY OR THIRD PARTY INTELLECTUAL PROPERTY, OR BOTH, USED HEREUNDER

INFRINGES OR VIOLATES ANY PATENTS, COPYRIGHTS, TRADE SECRETS, LICENSES OR

OTHER PROPERTY RIGHTS OF ANY THIRD PARTY.

c. PROVIDED, HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE WRITTEN

AUTHORIZATION TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR

REPRESENT THE INTEREST OF, THE STATE OR ITS OFFICERS, EMPLOYEES AND AGENTS

PRIOR TO SUCH ACTION OR REPRESENTATION. FURTHER, THE STATE, ACTING BY AND

THROUGH ITS DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING

THAT OF ITS OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN IN THE STATE’S

SOLE DISCRETION IT DETERMINES THAT (i) PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR REPRESENTATION CONTEMPLATED; (ii) COUNSEL IS NOT ADEQUATELY

DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS,

EMPLOYEES AND AGENTS; (iii) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE;

OR (iv) THE BEST INTERESTS OF THE

STATE ARE SERVED THEREBY, CONTRACTOR’S OBLIGATION TO PAY FOR ALL COSTS AND

EXPENSES SHALL INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING ITS OWN

DEFENSE AND THAT OF ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER (i) AND (ii) ABOVE.

15. Insurance.

Contractor shall have in effect, and maintain during its performance of all Services, the following insurance:

a. Workers’ Compensation.

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers’ compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 16

b. Commercial General Liability.

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

c. RESERVED.

d. Automobile Liability Insurance.

Automobile Liability insurance with a minimum of $500,000 combined single limit for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non- owned vehicles, as applicable.

e. Additional Insureds.

The liability insurance policies that Contractor obtains pursuant to this section, except for Professional Liability insurance, shall provide that the State of Oregon, Lottery and their divisions, officers and employees are additional insureds under the policy, but only with respect to the Services provided by Contractor under this Contract.

f. Certificates of Insurance.

As evidence of the insurance coverage required under this Contract, Contractor shall furnish acceptable insurance certificates to Lottery, as requested. The certificates must specify all of the parties who are additional insureds and shall indicate all deductible amounts or retention’s for all self-insurance. Insuring companies shall be authorized to sell insurance in the State of Oregon. Contractor shall be financially responsible for all pertinent deductibles, self-insured retention, and self-insurance.

g. Notice of cancellation or change.

Contractor shall not, and shall cause its insurers to not cancel, materially change, reduce limits, or evidence intent not to renew the insurance coverage(s) without 30 calendar days prior written notice from the Contractor or its insurer(s) to the Oregon State Lottery Commission.

16. Termination.

a. Parties’ Right to Terminate for Convenience.

This Contract may be terminated at any time by mutual written consent of the Parties.

b. Lottery’s Right to Terminate for Convenience.

Lottery may, at its sole discretion, terminate this Contract, in whole or in part, upon thirty

(30) calendar days’ written notice to Contractor.

c. Lottery’s Right to Terminate for Cause.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 17

Lottery may terminate this Contract immediately upon notice to Contractor, or at such later date as Lottery may establish in such notice, upon the occurrence of any of the following events:

i. If Lottery funding from sales sources is not obtained and continued at levels sufficient to allow for compensation for the Services, in Lottery’s sole administrative discretion, the Contract may be modified to accommodate a reduction in funds;

ii. If federal or state laws, regulations or guidelines are modified, or interpreted in such a way that the Services are prohibited, or Lottery is prohibited from paying for such Services from the planned funding source;

iii. If the State of Oregon enacts a statute, a court decision is issued, or an initiative passes that removes the authority or ability of Lottery to conduct lottery games;

iv. If any license or certificate required by law or regulations to be held by the Contractor to provide the Services required by this Contract is for any reason denied, revoked, or not renewed;

v. If any control person, as defined in ORS 461.410, of Contractor is convicted of any crime;

vi. If the Lottery discovers that Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis of the type made subject of the Contract, or is in default for failure to pay taxes or any other amount owed to government entity.

vii. Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Contract, fails to perform the Services under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor’s performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within ten (10) Business Days after the date of Lottery’s notice of default, or such longer period as Lottery may specify in such notice;

viii. Contractor or any of Contractor’s officers, employees, agents, or subcontractors commits any fraudulent or dishonest act in connection with performance under this Contract;

ix. Contractor fails to immediately notify Lottery in writing of any material change in Contractor’s financial condition;

x. Contractor fails to promptly notify Lottery in writing of any changes to persons performing Services under this Contract as required under Section 11b. Security Investigation/Changes to Approved Persons; or

xi. For adverse results of a security background investigation conducted by Lottery pursuant to Section 11.

d. Contractor’s Right to Terminate for Cause.

Contractor may terminate this Contract upon thirty (30) calendar days written notice of intent to terminate to Lottery if Lottery fails to pay Contractor pursuant to the terms of this Contract and Lottery fails to cure within ten (10) Business Days after receipt of Contractor’s written notice, or such longer period of cure as Contractor may specify in such notice.

e. Remedies.

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 18

i. In the event of Contract termination pursuant to Section 18(a), (b), (c)(i), (c)(ii), (c)(iii), or (d), Contractor’s sole remedy shall be a claim for the sum designated for accomplishing the Services multiplied by the percentage of Services completed and accepted by Lottery, less previous amounts paid and any claim(s) which Lottery has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Subsection, Contractor shall immediately pay any excess to Lottery upon demand.

ii. In the event of Contract termination pursuant to Section 18(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi) Lottery shall have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under 18(c)(iv), (c)(v), (c)(vi), (c)(vii), (c)(viii), (c)(ix), (c)(x), or (c)(xi), the rights and obligations of the Parties shall be the same as if the Contract was terminated pursuant to Section 16(b).

f. Contractor’s Tender Upon Termination.

Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless Lottery expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to Lottery all documents, information, works-in-progress, and other property that are or would be deliverables had the Contract been completed. Upon Lottery’s request, Contractor shall surrender to anyone Lottery designates all documents, objects, or other tangible things required to complete the Services.

17. Records Maintenance; Access.

Contractor shall maintain all fiscal records relating to the subject matter of this Contract and Contractor’s performance hereunder, in accordance with Generally Accepted Accounting Principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor’s performance of its duties under the Contract. Contractor acknowledges and agrees that the Lottery and the Oregon Secretary of State’s Office, the Oregon Department of Revenue, the Oregon Department of Justice and their duly authorized representatives shall have access to such records and other books, documents, papers, plans and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination or expiration of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

18. Confidential Information.

a. Confidential Information. Contractor acknowledges that it and its employees, agents or subcontractors may, in the course of performing their responsibilities under this Contract, be exposed to or acquire information that is confidential to Lottery and the State of Oregon. Any and all information of any form obtained by Contractor or its employees, agents or subcontractors in the performance of this Contract shall be deemed to be confidential information of Lottery (“Confidential Information”). Any reports or other documents or items (including software) which result from the use of the Confidential Information by Contractor

ITB S-177000-00014823 Warehouse Pallet Racking System Replacement 19 shall be treated with respect to confidentiality in the same manner as the Confidential Information. Unless otherwise provided by law, Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document, (b) is subsequently and rightfully received by Contractor from third parties who have the necessary rights to transfer said information without any obligation of confidentiality, (c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract, (d) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information, or (e) is required to be disclosed by compulsory judicial or administrative process or by law or regulation; provided…