RFP_Inegrator of record.pdf

REQUEST FOR PROPOSAL

FOR

SYSTEM INTEGRATOR OF RECORD (IOR)

CITY OF DAYTON, OREGON

PROPOSAL SUBMITTAL DEADLINE:

February 19, 2026 2:00 PM

WESTECH ENGINEERING, INC.

3841 Fairview Industrial Drive SE, Suite 100

Salem, Oregon 97302

(503) 585-2474

REQUEST FOR PROPOSAL

SYSTEM INTEGRATOR OF RECORD

CITY OF DAYTON, OREGON

TABLE OF CONTENTS Page

1. PURPOSE OF RFP AND PROJECT BACKGROUND:

2. DEFINITIONS:

3. SCOPE OF SERVICES:

4. INFORMATION CONCERNING RFP:

5. SCHEDULE OF EVENTS:

6. ADDENDA TO THE REQUEST FOR PROPOSALS

7. FORMAT OF PROPOSALS:

8. CONTENT OF PROPOSALS:

9. CONTRACT:

10. WORK ASSIGNMENTS:

11. SUBMISSION OF PROPOSALS:

12. WITHDRAWAL OF PROPOSALS:

13. EVALUATION OF PROPOSALS:

14. SELECTION:

APPENDICES

APPENDIX A.1 – System Integrator Master Procurement and Installation Contract

APPENDIX A.2 – System Integrator Master Services Contract

APPENDIX B – Project Background and Anticipated Scope of Work for System Integrator

APPENDIX C – Proposer’s Response Form

APPENDIX D – Invitation to Propose

APPENDIX E – Subcontractor Disclosure Form

15. MISCELLANEOUS:

1. PURPOSE OF RFP AND PROJECT BACKGROUND:

The City of Dayton (City) is requesting proposals from consultants to (1) procure and install control & telemetry systems for existing City infrastructure, (2) procure control and telemetry systems in connection with future contemplated City infrastructure projects that involve a separate design and construction scope, and (3) provide ongoing system maintenance and minor repair work (Project), collectively, to serve as the City’s System Integrator of Record (Consultant). Control and telemetry system components must be procured from Rockwell Automation, and the selected Consultant must be a Rockwell Certified Systems Integrator.

This Request for Proposals (RFP) is intended to provide interested parties with sufficient information to prepare and submit proposals for consideration by the City. The City intends to enter into (the two contracts attached to this RFP as Appendices A.1 and A.2) with the selected Consultant under the terms and conditions outlined in this RFP. The City is seeking a Consultant who will be selected and awarded a contract based upon the criteria listed in Section 13 of this RFP. To clarify, there will be no design scope that would be required to be completed by a licensed engineer for this Project.

The City of Dayton serves a population of approximately 2,665 people and provides drinking water, sanitary sewer, and other public utility services to its user base. The City owns and operates a number of water supply wells and associated booster pumps, municipal springs, a municipal PRV station, a municipal water treatment plant (WTP) and three potable water storage reservoirs, as well as associated ancillary systems and appurtenances. The City also owns and operates four sewer pump stations and a wastewater treatment plant, as well as associated ancillary systems and appurtenances. The City owns and operates supervisory control and data acquisition (SCADA) systems connected to many of these utilities.

Partial upgrades to the City’s SCADA system were completed over the past several years in order to replace and upgrade certain obsolete components and expand the SCADA system’s capabilities and resiliency, as well as additional upgrades and improvements to various water & sewer system components which are currently under construction or in the planning stages.

The selected Consultant will perform services to complete the desired upgrades and improvements to the existing SCADA system, and will also provide electrical and control system installation and integration support for current projects under construction and in the planning stages. Further, the selected consultant will provide similar support for future projects, as described in greater detail in Appendix B. Finally, the consultant will provide ongoing repairs and maintenance services for the City’s SCADA system.

2. DEFINITIONS:

Unless otherwise stated or the context otherwise implies, words, terms, and phrases used in this Request for Proposal shall have the meaning ascribed to them in the engineering and environmental services profession.

As used in this RFP:

“Addendum” means any document issued by the City to modify the terms and conditions of this RFP document.

“Consultant” means a respondent selected by the City through this RFP who enters into a Master Services Contract and Master Procurement and Installation Contract with the City to provide services included under this RFP.

“City” means City of Dayton, Oregon

“EOR” means the Engineer of Record (i.e. contract City Engineer), Westech Engineering Inc, of the City of Dayton.

“Master Procurement and Installation Contract” means the written contract between the City and a Consultant that will establish the general requirements for Work Assignments (see Appendix A.1).

“Master Services Contract” means the written professional services contract between the City and a Consultant that will establish the general requirements for maintenance work (see Appendix A.2).

“Proposal” means a written proposal and statement of qualifications submitted by a respondent in response to this RFP.

“Proposer” or “Respondent” means any person or entity that submits a written proposal and statement of qualifications in response to this RFP.

“Proposer’s Response Form” means the form attached to this RFP as Appendix C.

“RFP” or “Request for Proposals” means this document, all attached appendices, other documents incorporated by reference in this document, and addenda to this RFP.

“Services” means all labor, equipment, materials, opinions, reports, and other planning, consulting, construction, installation or other services which are authorized by the City.

“Shall”: The term is considered a mandatory obligation, and synonymous with the phrase “has a duty to” when referring to a capable actor, and with the word “must” when referring to a requirement regarding an inanimate object or a status.

“Work Assignment” means a discrete written agreement or task order between the City and the Consultant pursuant to which the Consultant agrees to perform specific defined Services.

When not inconsistent with the context, words in the plural number include the singular and words in the singular include the plural. However, references to “the Consultant” do imply that there is only one Consultant providing the same or similar services provided for under this RFP. It is the City’s intent to award a Master Services Contract to one Consultant under this RFP.

3. SCOPE OF SERVICES:

3.1 The Consultant will be expected to provide services similar to those described in Appendix B. The City intends to enter into a Master Services Contract and Master Procurement and Installation Contract in substantially the same forms as the sample contracts in Appendix A. As specific work tasks are defined, the City will solicit a scope of work and cost proposal from the Consultant and issue a task order for the work under the terms of the Master Procurement and Installation Contract.

Maintenance and minor repair work will be provided without task order, on an as-needed basis.

3.2 The Consultant shall perform the Services to the City as an independent contractor in accordance with the highest professional standards prevalent in Consultant’s industry.

Consultant shall be responsible for the professional quality, technical accuracy and coordination of all Services that it performs.

3.3 The Consultant shall, without additional compensation, correct or revise any errors or deficiencies in the Services that are caused by Consultant’s acts or omissions.

4. INFORMATION CONCERNING RFP:

4.1 The EOR is the sole point of contact in the City for this selection action. All correspondence pertaining to this RFP shall be directed to the EOR at:

Westech Engineering, Inc.

Attention: Denny Muchmore, P.E.

3841 Fairview Industrial Dr. SE, Suite 100 Salem, OR 97302

Telephone: (503) 585-2474 Email: dmuchmore@westech-eng.com

4.2 Respondents are cautioned not to make any assumptions as to the implied meaning or intent of any part of this RFP. Respondents shall request clarification if needed.

Every request for information on, or clarification of, this RFP must be submitted to the EOR in writing by February 13, 2026 at 10:00am.

4.3 Respondents submit proposals solely at their own expense and the City is not responsible for any of Respondents’ expenses associated with responses to this RFP.

4.4 Any prospective respondent may protest the provisions of this RFP or any aspect of the procurement process by filing a written protest to the RFP by February 10, 2026 at 5:00pm, or may protest a notice of intent to award by filing a written protest to the notice of intent to award (NITA) within 7 days of the City’s issuance of the NITA .

Failure to file a protest will be deemed a waiver of any claim by a respondent that the RFP or procurement procedure violates any provision of ORS Chapter 279A, 279B, 279C, or the City’s Public Contracting Rules.

5. SCHEDULE OF EVENTS:

5.1 The following schedule of events shall be followed for this RFP:

REQUEST FOR PROPOSAL ADVERTISED ...................................... January 9, 2026

LAST DATE FOR SOLICITATION PROTEST ................................. February 10, 2026

LAST DATE FOR SOLICITATION QUESTIONS ............................. February 13, 2026

PROPOSAL SUBMITTAL DEADLINE .......................... February 19, 2026 at 2:00 pm.

NOTIFICATION OF INTENT TO INTERVIEW PROPOSERS ............... March 5, 2026

INTERVIEWS OF PROPOSERS (IF REQUESTED) ........................... March 19, 2026

EXPECTED DATE FOR NOTICE OF INTENT TO AWARD ................ March 30, 2026

END OF CONTRACT AWARD PROTEST PERIOD ................................. April 6, 2026

EXPECTED DATE FOR CITY COUNCIL AWARD ................................. April 20, 2026

5.2 The schedule of events in Subsection 5.1 is intended to allow prospective respondents sufficient time to submit requests for information and for the preparation of Proposals.

MANDATORY PRE-SUBMISSION MEETING: All prospective proposers are required to attend a mandatory pre-submission meeting and site visit prior to submission of proposals in order to become acquainted with the City facilities and project specifics.

The mandatory pre-submission site visit will be held beginning at the Water Treatment Plant located at 1209 Ferry St., Dayton Oregon 97114 on January 22, 2026 at 2:00 pm local time.

Submissions will not be accepted without proof of attendance at this pre-submittal meeting and sit visit. For questions regarding the pre-submission meeting, please contact the City

EOR.

6. ADDENDA TO THE REQUEST FOR PROPOSALS

The provisions of this RFP cannot be modified by oral interpretations or statements. If inquiries or comments by respondents raise issues that require clarification by the City or the City decides to revise any part of this RFP, addenda will be provided to all persons who receive the RFP from the EOR. Receipt of all Addenda must be acknowledged by completing the addenda acknowledgment paragraph of the Proposer’s Response Form and submitting the completed and signed form with the Proposal.

7. FORMAT OF PROPOSALS:

7.1 Proposals shall be submitted in the format described in this section and include the content specified in Section 8.

7.2 In order to be considered for selection, a respondent must submit a complete, succinct response to this RFP. The proposal shall be prepared simply and economically, providing a concise description of the respondent’s capabilities to provide services.

The City will not reimburse respondents for any costs incurred in the preparation and presentation of their proposals.

7.3 The proposal shall be typed. The proposal shall be organized in accordance with the list of contents specified in Section 8. The proposal shall not exceed the page limits listed in Section 8, excluding both the Cover Sheet and the Proposer’s Response Form. If a respondent submits a proposal exceeding this limit, the City will consider the pages up to that allowable number and discard all subsequent pages. One (1) page is defined as: one (1) side of a single 8-1/2” x 11” page, with 12-point minimum font size for the substantive text. Any page over this size will be counted as two (2) pages. Any page or partial page with substantive text, tables, graphics, charts, resumes, etc., will be counted as one (1) page. Respondents may use their discretion for the font size of the other materials (e.g. graphics, charts).

7.4 The proposal shall be signed in ink by a person who is authorized to represent the respondent.

7.5 A proposal from a partnership shall be signed by at least one partner authorized to sign on behalf of the partnership.

7.6 A proposal from a corporation shall be signed by the President, the Chief Executive

Officer, or other person authorized to act on behalf of the corporation, and shall include evidence of the corporate officer’s authority to sign. The State of Incorporation shall also be identified.

7.7 By submitting a proposal, a respondent acknowledges that:

7.7.1 The respondent has read and understands this RFP; and

7.7.2 The respondent is familiar with the conditions that will affect the respondent’s performance, if the respondent is selected by the City.

8. CONTENT OF PROPOSALS:

8.1 Content of proposals shall include information and be organized as described below.

Respondents shall respond to each category.

8.2 Proposals shall include a cover sheet with the following items. 1 page limit.

8.2.1 Respondent’s name, address, email address, and telephone number;

8.2.2 Name and contact information of primary contact person;

8.2.3 Signature, printed name, and title of respondent’s authorized representative;

8.2.4 A statement indicating acceptance of the City’s proposed Master Services

Contract provisions or suggestions of reasonable alternatives that do not substantially impair the City’s rights under the contract in accordance with Section 9 of the RFP;

8.2.5 Date of signature.

8.3 Minimum Requirements of Proposers: It is a requirement that Proposers possess the following minimum certifications, licensing and facilities. Proposers shall furnish documentation to validate that the following minimum qualifications are met. Such documentation demonstrating compliance with these requirements is not included in the page number limit, but shall be provided in a separate section, appropriately labeled, at the end of the proposal.

8.3.1 Proposers shall be officially recognized as a Rockwell Certified System Integrator. Proposers shall furnish documentation from Rockwell to validate this status;

8.3.2 Proposers shall own and operate a UL508A Listed Panel Shop. Proposers shall furnish documentation to validate this status;

8.3.3 Proposers shall be licensed by the Oregon Construction Contractors Board (CCB) as a licensed Contractor in good standing;

8.3.4 Proposers shall have licensed electricians on staff, including both low voltage and high voltage (up to 480v 3 phase power) electricians.

8.4 Firm Description: 5 page limit. A description of the Proposer’s company, documentation of insurance, and a description of the proposer’s resources, including a summary of staff, equipment, and facilities.

8.5 Qualifications, Resources, and Experience. 10 page limit. This section shall describe the Proposer’s specific qualifications and experience with control system and integration work similar to the work anticipated by the City.

8.6 Project Team. 10 page limit. This section shall describe the experience of key personnel on the proposed project team. Certifications of key staff shall be listed. This section shall include complete contact information for the project manager that will be assigned to this project, including a resume of his or her experience. The individual’s education, training, certifications, and experience shall be identified. Indicate whether experience is with the Proposer or with a former employer.

8.7 References: 1 page limit. Contact information for a minimum of three municipal references for which the proposer has provided services similar to those anticipated by the City. These references listed must be familiar with the proposed project team members.

8.8 Hourly Rates: 2 page limit. Provide hourly rates billing rates for all staff and crew time, as well as reimbursables.

8.9 Additional Information. 5 page limit. Any additional information respondents feel is relevant to assess the capabilities and qualifications of their company to successfully complete the Scope of Work.

8.10 Proposers must submit the Proposer’s Response Form attached to this RFP as Appendix C.

9. CONTRACT:

9.1 The Consultant selected by the City will be requested to enter into two contracts in the forms attached to this RFP as Appendix A. The contract provisions proposed by the City are intended to assign the relative rights and responsibilities of the parties in a manner that will promote quality in the Services.

9.2 The selected Consultant shall provide Certificates of Insurance in an amount not less than those listed in the contracts.

9.3 The proposal shall either indicate acceptance of the City’s proposed contracts provisions or suggest reasonable alternatives that do not substantially impair the City’s rights under the contracts. Unconditional refusal to accept the contracts provisions proposed by the City without offering acceptable alternatives may result in the disqualification of the respondent or result in a less favorable evaluation of its proposal.

9.4 Following the selection of the successful Consultant, the City may agree to negotiate limited changes to the provisions of the sample contracts. However, the City is not required to make any changes. Prospective Consultants are cautioned that the City believes modifications to the standard provisions constitute increased risk and increased cost to the City. The City reserves the right to negotiate final contracts that are in the best interest of the City.

If inclusion of any of the City’s proposed contracts provisions will result in higher cost for the Services, such contracts provisions and associated costs shall be specifically identified in the proposal.

9.5 The anticipated initial term of the contracts will be five (5) years with the City’s option to extend the term for two additional 5-year periods.

9.6 The awarded contracts are for public works projects subject to state prevailing rates of wage under ORS 279C.800 to 279C.870 and, dependent on federal funding, the federal prevailing rates of wage under the Davis-Bacon Act (40 U.S.C. 3141 et seq.), or both. The City will not receive or consider a proposal unless the proposal contains a statement by the proposer that the proposer will comply with ORS 279C.838 or 279C.840 or 40 U.S.C. 3141 et seq.

10. WORK ASSIGNMENTS:

10.1 Before performing any work for which the Consultant will seek compensation under the System Integrator Master Services Contract, the selected Consultant shall prepare a detailed scope of work, budget of costs, and project schedule for a specific work task solicited by the City. The scope of work shall include all tasks and deliverables necessary to complete the work scope requested by the City. The budget of costs shall assign task numbers to each task outlined in the scope of work and show the budgeted number of hours, team member assignments, and hourly rate for each task.

The City will then issue a work assignment or task order under the provisions of the System Integrator Master Services Contract.

10.2 The selected Consultant shall not begin work on any work assignment or task until the City has issued a Notice to Proceed or Task Order for that work assignment or task.

11. SUBMISSION OF PROPOSALS:

11.1 Proposals shall be delivered to office of the EOR before 2:00 PM on February 19, 2026. Proposals received after the specified time and date will not be considered.

Proposers must also submit a subcontractor disclosure form for the installation scope no later than two hours after the RFP closes.

All proposals shall be signed and dated in ink and submitted in a sealed envelope labeled with the name of the proposal (City of Dayton, System Integrator of Record) and the name of the proposer. The color scanned copy of the proposal shall also be submitted digitally on a USB flash drive included in the envelope (ie. as a single PDF file containing all pages in the proposal and all attachments). Emailed or faxed submittals will not be accepted or considered.

The City is not responsible for mail delivery delays. Respondents are encouraged to submit mailed proposals well prior to the deadline and to confirm receipt of the proposal by telephone.

11.2 Respondents shall submit their proposal to the EOR at the address shown below.

Denny Muchmore, P.E.

Westech Engineering, Inc.

3841 Fairview Industrial Drive SE Salem, OR 97302

11.3 Each respondent’s proposal shall be irrevocable for one hundred and twenty (120) days from the submission deadline or until the City specifically rejects the proposal or executes a contract with another respondent, whichever occurs first.

11.4 The City reserves the right to hold the proposals (rather than opening them immediately after the submittal deadline) so that the proposals can be opened and evaluated by City staff, at a time determined by the City.

11.5 There will be no public opening of proposals. Proposals received will not be available for inspection after the evaluation process has been completed and the notice of intent to award has been issued. However, the City will record and make available the identity of all proposers after opening of proposals.

12. WITHDRAWAL OF PROPOSALS:

Any proposal may be withdrawn by delivering a written request to the EOR at any time prior to the date of closing. The request shall be executed by a duly authorized representative of the respondent. Proposals withdrawn early may be resubmitted prior to the deadline.

13. EVALUATION OF PROPOSALS:

13.1 Proposals will be scored and evaluated by City staff. Scoring and evaluation will focus on the qualifications and response provided in the proposal.

13.2 The City may interview one or more ranked respondent(s), but the City is not required to interview any or all respondents.

13.3 Proposals that do not contain all information required by this RFP or are otherwise non-responsive, may be rejected, or given a lower rating in the evaluation process.

The City may waive minor informalities in a proposal.

13.4 The City may request supplemental information from a respondent concerning the respondent’s ability to perform services. If a respondent fails to provide supplemental information promptly after receiving a written request from the City, the City may refuse to consider the Respondent’s proposal.

13.5 In cases of doubt or differences of opinion concerning the interpretation of this RFP, the City shall have exclusive discretion to determine the intent, purpose, and meaning of any provision in this RFP.

13.6 City staff will apply the following criteria in making a recommendation to the City Manager for the award of the contracts. The criteria are listed with the range of points that respondents can score in each category.

A. Favorable references and proven track record for control system, integration & programming services. (0-10 pts)

B. Product & service quality and expected performance (0-30 pts) C. Quality and completeness of proposal (0-10 pts) D. Service capabilities and support after facility commissioning, considering location of service representatives, track record for other municipalities in western Oregon.

(0-20 pts)

E. Cost (Hourly Rates) (0-20 pts)

F. Interviews (if held) (0-10 pts)

14. SELECTION:

14.1 The City reserves the right to modify or incorporate additional steps in the evaluation process in the best interest of having a thorough and comprehensive body of information in order to make a recommendation on final approval to the City Council.

14.2 The City may award the contracts to and negotiate the contracts with the most qualified, responsive, responsible respondent, as determined in the sole discretion of the City. The highest ranked proposal based upon the evaluation criteria described in Section 13 may be identified as the finalist.

14.3 The City will determine if the apparent successful respondent is responsible prior to award and execution of the contract. All respondents must sign and submit the Responsibility Determination Form set forth in Appendix C-1.

14.4 If the City and the selected respondent are unable for any reason to negotiate a contract, the City will, either orally or in writing, formally terminate negotiations with the selected respondent. The City may then negotiate with the next most qualified respondent. The negotiation process may continue in this manner through successive candidates until an agreement is reached or the City terminates this RFP.

14.5 All respondents not selected will be notified of the City’s decision by issuance of a Notice of Intent to Award, which will be sent to all respondents who submitted a timely and responsive proposal. After the City selects a Consultant to perform the services and issues a Notice of Intent to Award, any proposer may review the evaluation documentation at the office of the EOR. If there are disagreements with the outcome of the selection process, the proposer must submit any protest in writing to the EOR within seven (7) days after the issuance of the Notice of Intent to Award. A written response will be issued by the City for any protest from a proposer, prior to execution of the contract with the selected proposer.

14.6 The Services and responsibilities set forth in this RFP, together with any other documents required herein, shall be included in the contracts executed by the successful Proposer, as indicated in the Contract forms attached as Appendix A. Any open terms in the attached contracts will be completed based on City negotiation and the Respondent’s proposal. Subject to Section 9.3 of this RFP, submittal of a proposal indicates a Proposer’s intent to execute the attached contracts and to be bound thereby.

14.7 Rights Reserved – The City reserves the right to:

14.7.1 Reject any proposal not in compliance with all provisions of the RFP, all prescribed public contracting procedures and requirements and other applicable laws.

14.7.2 Reject for good cause any or all proposals upon the City finding that it is in the public interest to do so.

14.7.3 Reject any proposal or proposals not meeting or differing from the requirements set forth herein.

14.7.4 Waive any and all minor irregularities or informality in the proposal submitted when, in the opinion of the City, it is in its best interest to do so.

14.7.5 Consider the competency and responsibility of proposers in making any decisions to select a proposer and/or execute a contract.

14.7.6 Reject a selected proposer if within a reasonable time, determined solely at the discretion of the City, the proposer has not executed a contract with the City.

14.7.7 Hold the three proposals determined best by the City under consideration until the final award is made, provided that the City shall award the contract within 120 days after the proposal opening date.

14.7.8 Extend the deadline for submitting proposals.

14.7.9 Seek other proposals, if deemed in the public interest.

14.7.10 Cancel the RFP when the cancellation is in the best interest of the City as determined by the City, or to reject any proposal not in compliance with all prescribed public procurement procedures and requirements, or, for good cause, reject all proposals upon a finding of the City that it is in the public interest to do so. If the City cancels this procurement after proposals have been submitted, the proposals will be returned, but the City will keep a list of the proposals received.

14.8 All information submitted by a proposer shall become and remain the property of the City and is considered public information and subject to disclosure pursuant to the Oregon Public Records Law, except such portions of the proposal, as identified by the proposer, which are exempt from disclosure consistent with Oregon law. If a proposal contains any information that the proposer believes is exempt from disclosure under the various grounds specified in the Oregon Public Records Law, the proposer must clearly designate each such portion of its proposal as exempt at the time of proposal submission, along with a justification and citation to the legal authority relied upon. Identifying the proposal, in whole, as exempt from disclosure is not acceptable. Failure to identify specific portions of the proposal as exempt shall be deemed a waiver of any future claim of that information as exempt.

The City will make available to any person requesting information, through the City processes for disclosure of public records, any and all information submitted as a result of this RFP not exempted from disclosure without obtaining permission from any proposer to do so. City may also, in its sole discretion, elect to publish all such information at any time, regardless of whether or not a public records request has been received. However, if a public records request is made for material marked by the proposer as exempt, the City will attempt to notify the impacted proposer prior to any release of the material. Application of the Oregon Public Records Law by the City will determine whether any information is actually exempt from disclosure. The City accepts no liability for the release of any information submitted

14.9 Selection of a successful proposer under this RFP is not a guarantee of a contract award, nor is the award of a contract for any portion of the work a guarantee of award of a contract for any subsequent work. All work is subject to budgetary and funding constraints of the City of Dayton. All legal rights and obligations between the successful proposer, if any, and the City will come into existence only when a contract is fully executed by the parties, and the legal rights and obligations of each party shall at that time be only those rights and obligations which are set forth in the contract and any other documents specifically referred to in that contract and executed by the parties.

15. MISCELLANEOUS:

15.1 RFP documents may be examined at Dayton City Hall, 416 Ferry Street, Dayton, Oregon 97114 during normal business hours, Monday through Thursday, 8:00 am to 5:30

pm. City offices are closed 12:00 pm to 12:30 pm for lunch.

15.2 Eacher proposer to this RFP must identify in their proposal whether they are a “resident Bidder,” as defined in ORS 279A.120.

15.3 Each proposer to this RFP must identify in their proposal whether they are certified as a disadvantaged business enterprise (DBE), minority-owned, woman-owned, veteran-owned, or emerging small business under ORS 200.055, and must maintain such certification for the term of any contract awarded based on that status.

15.4 This is a public works contract subject to ORS 279C.800 to 279C.870.

APPENDIX A.1

SYSTEM INTEGRATOR MASTER PROCUREMENT

AND INSTALLATION CONTRACT

Appendices - p. 1

EJCDC® P-520, Master Agreement between Owner and Provider for Procurement and Installation.

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

TOC Page 1 of 3

This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations.

MASTER AGREEMENT BETWEEN OWNER AND PROVIDER

FOR PROCUREMENT AND INSTALLATION

Prepared By

SAMPLE

Appendix - p. 2

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

TOC Page 2 of 3

MASTER AGREEMENT BETWEEN OWNER AND PROVIDER

FOR PROCUREMENT AND INSTALLATION

TABLE OF CONTENTS

Page

Article 1— Master Agreement

1.01 Task Orders

1.02 Work

1.03 The Project

1.04 Engineer

Article 2— Contract Times

2.01 Time of the Essence

2.02 Schedule of Contract Times

2.03 Shop Drawings and Samples

2.04 Liquidated Damages

2.05 Term

Article 3— Contract Price

3.01 Contract Price and Total Price

Article 4— Payment Procedures

4.01 Submittal and Processing of Applications for Payment

4.02 Progress Payments; Final Payment

4.03 Interest

Article 5— Representatives

5.01 Owner Authorized Representative

5.02 Provider Authorized Representative

Article 6— Assignment of Master Agreement

6.01 Assignment of Master Agreement

Article 7— Contract Documents

7.01 List of Contract Documents

Article 8— PROVIDER’s Representations and Certifications

8.01 Provider’s Representations

Appendix - p. 3

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

TOC Page 3 of 3

8.02 Provider’s Certifications

Article 9— Confidentiality

9.01 Confidential Information

9.02 Public Records

9.03 Waiver of Immunity

Appendix - p. 4

EJCDC® P-520, Agreement between Owner and Provider for Procurement Master Agreement.

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

MASTER AGREEMENT BETWEEN OWNER AND PROVIDER

FOR PROCUREMENT AND INSTALLATION

This Master Agreement is by and between the City of Dayton, an Oregon municipal corporation (“Owner”) and [formal name of entity] (“Provider”).

Terms used in this Agreement have the meanings stated in the General Conditions.

Owner and Provider hereby agree as follows:

ARTICLE 1—MASTER AGREEMENT

1.01 Task Orders

A. Upon Owner’s identification of a need for a procurement project, or procurement and installation project, each pursuant to this Master Agreement, Owner shall notify Provider in writing of the same. The parties shall then work together in good faith to negotiate and execute a mutually acceptable Task Order containing all material terms and conditions of the particular Work (including, at minimum, the sections set forth in paragraph C). A sample Procurement Task Order is attached hereto as Exhibit A.1 and a sample Procurement and Installation Task Order is attached hereto as Exhibit A.2. The parties shall negotiate and execute a Procurement Task Order for the procurement of Goods and Special Services. The parties shall negotiate and execute a Procurement and Installation Task Order for the procurement and installation of Goods and related services.

B. Owner reserves the right to negotiate the terms of a Task Order, including the project cost estimate, if doing so is in the best interest of the Owner, or to cancel a Task Order request altogether.

C. Work authorized under this Master Agreement shall only be initiated by a fully executed Task Order signed by both the Owner and the Provider. Task Orders shall include a description of the Work to be performed, to include, but not be limited to, the following:

1. A description of the Goods, quantity of Goods, and other identifying characteristics;

2. Scope of Special Services, if any;

3. Items to be furnished by Owner, if applicable;

4. Contract Price;

5. Contract Times;

6. Point of Destination, if applicable;

7. Warranty terms; and

8. Reasonable evidence of required bonds, insurance, and consent to assignment, if applicable.

D. Provider shall perform the Work using commercially reasonable efforts. Provider shall be responsible for securing all permits, licenses, approvals, and other authorizations necessary to perform the Work. Provider shall bear full responsibility for all subcontractors and employees performing Work on its behalf, and for prompt payments to the same.

Appendix - p. 5

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

E. If there are conflicts between the terms of the Master Agreement and any individual Task Order, the terms of the Master Agreement shall take precedence.

1.02 Work

A. Provider shall, as applicable, furnish the Goods and Special Services, install the Goods, and perform and provide all other related services, materials, and equipment, as specified or indicated in each fully executed Task Order.

B. The Goods are generally described within each applicable fully executed Task Order.

C. The Special Services are generally described within each applicable fully executed Task Order.

D. Any installation, commissioning, or other related work is generally described within each applicable fully executed Task Order.

E. All Goods, Special Services, and other installation, commissioning, and other related work provided pursuant to a particular Task Order is collectively referred to herein as the “Work.”

1.03 The Project

A. The Project, of which the Work is a part, is generally described as follows: [brief description of Project].

1.04 Engineer

A. Owner has retained [formal name of entity or individual] ("Engineer"), to act as Owner's representative. Engineer assumes all duties and responsibilities and has the rights and authority assigned to Engineer in the Contract Documents in connection with Provider’s provision of the Work.

ARTICLE 2—CONTRACT TIMES

2.01 Time of the Essence

A. All time limits for Milestones, including but not limited to the submittal of Shop Drawings and Samples, the delivery of Goods, the furnishing of all Work as stated in the Contract Documents, and Substantial Completion and Final Completion, as applicable, are of the essence of the Master Agreement.

2.02 Schedule of Contract Times

A. The Contract Times are set forth in each fully executed Task Order.

2.03 Shop Drawings and Samples

A. Submittal of Shop Drawings and Samples: Provider shall submit all Shop Drawings and Samples required by each fully executed Task Order to Engineer for its review and approval.

B. Engineer’s Review: It is the intent of the parties that Engineer will conduct its review of Shop Drawings and Samples and issue its approval, or a denial accompanied by substantive comments regarding information needed to gain approval, within [insert number] days after Provider's submittal of such Shop Drawings and Samples, or within such longer period that is needed because of the quantity and quality of such submittals. Resubmittals will be limited whenever possible.

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Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

2.04 Liquidated Damages

A. Owner and Provider recognize that time is of the essence as stated in Paragraph 2.01, and that Owner will suffer financial and other losses if (1) with respect to Procurement Task Orders, the Goods are not delivered to the Point of Destination and ready for receipt of delivery by Owner within the time specified in the applicable Task Order, plus any extensions thereof allowed in accordance with this Master Agreement or (2) with respect to Procurement and Installation Task Orders, Provider fails to achieve Substantial Completion or Final Completion within the times specified in the applicable Task Order, plus any extensions thereof allowed in accordance with this Master Agreement. The parties also recognize that the timely performance of services by others involved in the Project is materially dependent upon Provider’s specific compliance with the Milestone requirements set forth in this paragraph and each fully executed Task Order. Further, the parties recognize the time, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the loss (whether direct, consequential, or otherwise) suffered by Owner if complete, acceptable Goods are not delivered on time, or otherwise if the Work is not completed within the times set forth in the applicable Task Order. Accordingly, instead of requiring any such proof, Owner and Provider agree that as liquidated damages for delay (but not as a penalty) Provider shall pay Owner (I) $[insert dollar amount] for each day that expires after the time specified in the applicable Task Order for delivery of acceptable Goods, (II) $[insert dollar amount] for each day that expires after the Substantial Completion Date identified in the applicable Task Order, and (III) $[insert dollar amount] for each day that expires after the Final Completion Date identified in the applicable Task Order.

2.05 Term

A. The Master Agreement term shall commence on the Master Agreement Effective Date and shall continue for five (5) years thereafter, unless sooner terminated in accordance with the terms of this Master Agreement. The Owner may choose, in its discretion, to extend the initial five (5) year term for up to two (2) additional five (5) year terms, for a total of no more than fifteen (15) years total.

B. Upon termination or expiration of this Master Agreement, all Task Orders shall also expire or terminate.

ARTICLE 3—CONTRACT PRICE

3.01 Contract Price and Total Price

A. The Contract Price is comprised of the amounts set forth in each fully executed Task Order.

ARTICLE 4—PAYMENT PROCEDURES

4.01 Submittal and Processing of Applications for Payment

A. Provider shall submit Applications for Payment in accordance with Article 16 of the General Conditions and each applicable, fully executed Task Order. Engineer and Owner will process such Applications for Payment in accordance with said Article 16.

Appendix - p. 7

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

4.02 Progress Payments; Final Payment

A. Provider may submit an Application for Payment requesting Contract Price payment as stated in each applicable fully executed Task Order.

B. Owner shall pay Provider the amount owed under an Application for Payment within 30 days after Engineer’s presentation to Owner of the Application for Payment and Engineer’s recommendation.

4.03 Interest

A. All amounts not paid when due will bear interest as the rate of the maximum percent permitted by law per annum.

ARTICLE 5—REPRESENTATIVES

5.01 Owner Authorized Representative

A. The Owner Authorized Representative is __________________________.

5.02 Provider Authorized Representative

A. The Owner Authorized Representative is __________________________.

ARTICLE 6—ASSIGNMENT OF MASTER AGREEMENT

6.01 Assignment of Master Agreement

A. This Master Agreement shall only be assigned upon express written consent of both parties.

Task Orders may be assigned in accordance with the terms set forth therein.

ARTICLE 7—CONTRACT DOCUMENTS

7.01 List of Contract Documents

A. The Contract Documents consist of the following:

1. This Agreement.

2. Supplementary Conditions.

3. General Conditions.

4. Exhibits to this Agreement (enumerated as follows):

a. Exhibits A.1, Procurement Task Order Form;

b. Exhibit A.2, Procurement and Installation Task Order Form;

c. Exhibit B, Notice of Receipt and Conformity;

d. Exhibit C, Application for Payment;

e. Exhibit D, Public Contracting Requirements;

f. Documentation submitted by Provider [identify].

g. Procurement Materials: [identify].

Appendix - p. 8

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

5. The following which may be delivered or issued on or after the Effective Date of the Master Agreement and are not attached hereto:

a. All fully executed Task Orders, with corresponding incorporated and attached documentation (including, but not limited to, performance and payment bonds, Specifications, Drawings, and consent to assignment documentation);

b. Change Orders;

c. Change Directives;

d. Field Orders; and

e. Amendments.

B. The documents listed in Paragraph 7.01.A are attached to this Agreement (except as expressly noted otherwise above).

C. There are no Contract Documents other than those listed above.

D. If there is a conflict between the Contract Documents, the Contract Documents shall take precedence in the following order: (1) Exhibit D, (2) Amendments and Change Orders, (3) Task Orders, (4) Procurement Materials, (5) this Agreement, (6) Supplementary Conditions,

(7) General Conditions, and (8) documentation provided by the Provider.

E. The Contract Documents may only be amended or supplemented as provided in Paragraph 12.01 of the General Conditions.

ARTICLE 8—PROVIDER’S REPRESENTATIONS AND CERTIFICATIONS

8.01 Provider’s Representations

A. In order to induce Owner to enter into this Master Agreement, Provider makes the following representations:

1. Provider has examined and carefully studied the Contract Documents.

2. If required by the applicable Task Order to visit the Point of Destination or the Site, or if, in Provider’s judgment, any observable local or Site conditions may affect the delivery, cost, progress, or furnishing of the Work, then Provider has visited the Point of Destination and Site (as applicable) and become familiar with and is satisfied as to the observable local and site conditions that may affect delivery, cost, progress, and furnishing of the Work.

3. Provider is familiar with and is satisfied as to all Laws and Regulations that may affect the cost, progress, and performance of Provider's obligations under the Master Agreement.

4. Provider has carefully studied, considered, and correlated the information known to Provider with respect to the effect of such information on the cost, progress, and performance of Provider's obligations under the Master Agreement.

5. Provider has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Provider has discovered in the Master Agreement Documents, and the written resolution (if any) thereof by Engineer is acceptable to Provider.

Appendix - p. 9

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

6. The Master Agreement Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance of Provider's obligations under the Master Agreement.

7. Provider’s entry into this Master Agreement constitutes an incontrovertible representation by Provider that without exception all prices in the Master Agreement are premised upon provision of the Work as required by the Contract Documents.

8.02 Provider’s Certifications

A. Provider certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Master Agreement. For the purposes of this Paragraph 8.02:

1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the procurement process, in the Master Agreement execution, or in the execution of any Task Order;

2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the procurement process or the execution of the Master Agreement to the detriment of Owner, (b) to establish procurement or contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;

3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish procurement prices at artificial, non-competitive levels; and

4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the procurement process or affect the execution of the Master Agreement.

ARTICLE 9—CONFIDENTIALITY

9.01 Confidential Information

A. Provider’s Confidential Information. During the term of this Master Agreement, Provider may disclose to the Owner certain Provider confidential information pertaining to Provider’s business (“Provider Confidential Information”). Provider shall be required to mark Provider Confidential Information CONFIDENTIAL with a restrictive legend or similar marking, together with a written statement describing the material which is requested to remain protected from disclosure and the justification for such request under Oregon public records laws. If Provider Confidential Information is not clearly marked, or the Provider Confidential Information cannot be marked with a restrictive legend or similar marking or is disclosed either orally or by visual presentation, Provider shall identify the Provider Confidential Information as confidential at the time of disclosure or within a reasonable time thereafter. This Master Agreement itself shall not be considered Provider Confidential Information. Provider Confidential Information does not include information that (1) is or becomes (other than by disclosure by the Owner) publicly known; (2) is furnished by Provider to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the Owner possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Provider without the obligation of confidentiality, (5) is disclosed with the written consent of Provider, or; (6) is independently developed by

Appendix - p. 10

Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved.

employees or agents of the Owner who can be shown to have had no access to the Provider Confidential Information. Subject to subsection (i) and (ii), the Owner shall: (1) limit disclosure of Provider Confidential Information to those directors, elected and appointed officials, employees, contractors and agents of the Owner who need to know the Provider Confidential Information in connection with the Work and who have been informed of confidentiality obligations at least as strict as those contained in this Master Agreement, and (2) exercise…