RFP S 14100 00014446 Timber PreSale Layout Tree Marking and Cruising Services~1.pdf

Intermediate Procurement # S-14100-00014446 Page 1 of 34

STATE OF OREGON

Oregon Department of State Lands

COVER PAGE

RFP TITLE: TIMBER PRE-SALE LAYOUT, TREE MARKING, AND CRUISING

SERVICES

Intermediate Request for Proposal (RFP) Number # S-14100-00014446

Date of Issue: July 30, 2025

Closing Date and Time: August 26, 2025 at 2:00 PM Pacific Time

Single Point of Contact (SPC): Shelby Schad, Contract Specialist

Address:

*Department of State Lands Procurement 775 Summer St. Suite 100 Salem, OR 97301

Phone (voice): (971) 600-4164 E-mail: Shelby.Schad@dsl.oregon.gov

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SECTION 1: BACKGROUND; DEFINITIONS; SCOPE

Background

Definitions

DSL or Agency Department of State Lands

Scope of Services

Scope of services is described below:

This RFP’s purpose is to gather proposals for timber pre-sale services, including layout and cruising services. The service area covers 1,650 acres to include up to 500 acres of individual tree marking, approximately 55 miles of Harvest Unit Boundary, and 280 acres of cruising. Due to these services being time-sensitive, a schedule has been included below that includes key dates and deadlines that must be met. Earlier completion of these tasks is encouraged.

Tasks

Task 1- Layout of Harvest Units There are approximately 1650 acres of planned harvest units located in Townships 22, 23, 24 and 25 South, Ranges 10, 11 and 12 West Willamette Meridian (WM), Coos and Douglas Counties.

Contractor shall plan, schedule, and perform harvest unit layout activities as approved by contract administrator.

Contractor shall complete task in accordance with Sale Schedule.

Layout consists of 3 categories: (1) Marking and designation of harvest unit boundaries according to contract specifications (2) Marking of prescription elements such as reserve skip areas, Equipment Limitation Zones, gaps, and individual tree mark of up to 500 acres (3) Post Boundary Tags.

Deliverables Task 1-Layout of Harvest Units

1. Mark Harvest Unit Boundaries according to contract specifications

2. Designate beginning and end points of ELZs (Equipment Limitation Zones) according to contract specifications

3. Designate Gaps according to contract specifications

4. Designate Prescription Breaks

5. Designate up to 500 acres of individual tree marking according to Silvicultural prescription

6. Post Boundary Tags according to contract specifications

Task 2 - GPS Data collection and Data Transfer

Contractor shall layout harvest unit boundaries as close to provided unit maps as practicable. Due to terrain, actual stand boundaries, and unforeseen resource protections, boundaries on the ground will vary from planned unit boundaries in the provided maps. Therefore, contractor will need to record actual boundaries with a GPS device. GPS accuracy should be 50ft or less. Contractor will provide their own GPS device and record all points with spatial reference NAD 1983 Oregon Statewide Lambert (Intl Feet). GPS points will be recorded at least every 100 ft along the unit boundary and recorded whenever there is a change in direction along the boundary. GPS points do not need to be labeled. Contractor may record GPS tracks as well, however GPS points will be required and tracks are optional. Aside from harvest unit

Intermediate Procurement # S-14100-00014446 Page 3 of 34 boundaries, contractor will also record and submit GPS points for prescription elements such as actual gap, skip, and individual tree mark locations. These GPS points should be labeled to distinguish from unit boundary. Once a unit boundary is complete, contractor shall upload the GPS points, as GPX or SHP files, either in an email to the contract administrator or posted to a shared box folder provided by the contract administrator. Upon completion of a unit harvest boundary and prescription elements, GPS points should be transferred to contract administrator within 10 days.

Deliverables Task 2- GPS Data Collection

1. Harvest Boundary GPS points and tracks collected according to contract specifications

2. Prescription elements GPS points collected according to contract specifications

3. GPS Data delivered to contract administrator 10 days after harvest unit layout is completed

Task 3 - Monthly Reporting Contractor shall communicate completion of harvest unit layout to the contract administrator within 10 days. In addition to communication of completion, the contractor shall provide monthly reports on number of labor hours, crew size, feet of harvest unit boundary layout completed, number of 12 oz aerosol cans of paint used, and how many rolls of flagging used. An excel template will be provided, however, contractor may report these numbers verbally, in writing, or text to contract administrator. Reports should be delivered to the contract administrator within 5 business days of the end of the reporting month.

Deliverables Task 3-Monthly Reporting

1. Report monthly figures according to contract specifications within 5 business days of end of reporting month

a. Labor hours

b. Crew Size

c. Feet of harvest boundary completed

d. Amount of paint and flagging used

Task 4 - Timber Cruising Timber cruising will only be conducted on a subset of 280 acres as directed by the contracting officer. Prior to cruising, the contractor shall submit a cruise plan and cruise design. Once cruise plan and design are approved by the contracting officer the contractor shall commence cruising of selected timber sale units. Cruise plots shall be monumented according to contract specifications. Once completed the cruise results should be delivered to the contract administrator within 10 days. Results should include volume estimates, plot data, statistical information including percent error, and cruise plot locations (GPS points).

Deliverables Task 4-Timber Cruising

1. Designate Skip Areas

2. Cruise Plan and Design presented to the contract administrator

3. Cruise executed and plots monumented according to contract specifications

4. Cruise data, reports, statistics

a. Total volume in MBF, CCF, and Tons

b. Volume by species, stata, unit

c. % error, statistics

d. Plot data

5. GPS location of cruise plots

Contractor Responsibilities

- Layout harvest unit

- Spur road/landing layout (if needed)

- Designation and tree marking according to silvicultural prescriptions

- Record GPS data and deliver data to DSL

- Design and execute all timber cruising, including cruise plan development and sampling design

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- The Contractor shall provide all labor, PPE, materials, equipment, GPS units, paint, and supplies required to complete the tasks described in this Scope of Work, with the exception of flagging materials and some paint colors, which may be provided by DSL

- Monthly reports (template provided by DSL)

DSL Responsibilities

- Contract Administration and management

- Plan and provide Contractor with timber sale units including silvicultural prescriptions

- Cultural and ESA clearance

- Produce unit maps and GPX files

- Inspect services provided and provide feedback if completed work is not accepted

Timber Sale Preparation Contract Schedule

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SECTION 2: GENERAL INFORMATION

2.1 Optional Pre-Proposal Teleconference Call

A pre-Proposal teleconference call will be held on August 7, 2025 at 10:00 AM PST by telephone only.

The conference call # is 1-503-446-4951 and the Phone Conference ID number is 280771258#

Prospective Proposers’ participation in this conference is highly encouraged but not mandatory.

The purpose of the pre-Proposal conference is to:

• Provide additional description of the project;

• Explain the RFP process; and

• Answer any questions Proposers may have related to the project or the process.

Statements made at the pre-Proposal conference are not binding upon Agency. Proposers may be asked to submit questions in Writing.

2.2 Submission Requirements

Proposers must submit a Proposal Response to criteria described in Section 3 and the Proposal Cover Sheet in order to participate in this procurement.

Proposals must be submitted via email to the Single Point of Contact identified below.

********DEADLINE FOR RESPONSE IS: August 26, 2025 at 2:00 PM********

DSL will consider all timely submittals for the proposed project. Non-submittal or submittal after the established deadline are non-responsive and will not be considered. DSL is not responsible for incomplete or ‘unreadable’ submittals.

Proposals must be submitted via email to: shelby.schad@dsl.oregon.gov

2.3 Proposal Submittal Requirements

Proposals must be emailed and clearly identify the RFP number, the project name, the SPC name, agency name and address, and the proposal closing time and date. Mis-deliveries and late submittals will not be accepted or considered.

Proposals must be received at the email by the required time. Late responses will not be considered.

Proposers must submit one (1) original signed proposal by an authorized signer via email. The proposal must not exceed 10 total pages; 12 pt font; 1” margins, excluding the Proposal Cover Sheet (Attachment A), TIN Request form, and References (Attachment B).

DSL will not be held responsible for any error or omissions from downloading the RFP. The official solicitation document is the one held at the DSL.

Those proposals which are incomplete, or which do not meet all the requirements of the RFP, will be deemed by DSL to be "non-responsive" and will be rejected. Proposals considered complete, or "responsive," will be evaluated to determine if they comply with the administrative, contractual, and technical requirements of the RFP. If the proposal is unclear, the proposer may be asked to provide written clarification to assist DSL in determining the issue of the proposal’s responsiveness.

2.3 Required Submittal Items

In addition to responses to the Evaluation Criteria in Section 3, Proposer’s Proposal must include the following:

Proposal Response to Evaluation Criteria 3.1 - 3.4 mailto:shelby.schad@dsl.oregon.gov

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Proposers must submit one (1) original signed proposal by an authorized signer via email.

Proposal Cover Sheet, Attachment A (Not counted in the page limitation)

Request for Tax Identification Number (Not counted in the page limitation) The Proposal must include a completed TIN Request form (not physically attached this RFP). The form is available at:

http://www.oregon.gov/DSL/Business/Procurement/DocsPSK/TINreq.docx

References, Attachment B (Minimum of 2 references. Not counted in the page limitation)

2.4 Procurement Authority and Method. DSL is conducting this Intermediate Procurement according to its authority under ORS279A.050 (3) and OAR 137-147-0270.

2.5 RFP Questions. All inquiries relating to the RFP process, administration, deadline or award, or to the substantive technical portions of the RFP, must be directed to the Single Point of Contact (“SPC”) listed above. Questions regarding this RFP will be accepted until 12:00 p.m. Pacific Time on August 7, 2025. Questions from and answers to any one proposer will be forwarded to all proposers (as soon as resolved and before the submission deadline), if such questions will clarify any part of this RFP.

2.6 References. Agency may check to determine if references provided support Proposer’s ability to comply with the requirements of this RFP. Agency may use references to obtain additional information, or verify any information needed.

Agency may contact any reference (submitted or not) to verify Proposer’s qualifications.

SECTION 3: EVALUATION CRITERIA

3.1 Timber Unit Layout and Timber Designation (Points possible: 20)

A. Understanding of Requested Services Demonstrate a clear and concise understanding of the Scope of Services being requested in this RFP.

1. Describe the contractor’s experience and methodology with preparing technical business plans similar to services requested in this RFP.

2. Describe the contractor’s or sub-contractor’s experience relevant to timber unit layout and timber designation within Western Coastal Oregon forest types. List each proposed subcontractor and their role.

3. Describe what you believe are the most critical elements of this Project that DSL and Proposer must address for a successful outcome for the tasks identified in the Scope of Services.

4. Describe what you believe are the most likely challenges and key concerns related to the tasks identified in the Scope of Services.

5. Describe any additional information demonstrating innovative approaches for the Services requested.

6. Identify any pertinent issues and potential problems related to the Project.

B. Approach to Services

1. Provide the contractor’s detailed approach to each Task including the timelines for completing each Task.

3.2 Cruise Design and Implementation (Points possible: 20)

A. Understanding of Requested Services http://www.oregon.gov/ODOT/Business/Procurement/DocsPSK/TINreq.docx http://www.oregon.gov/ODOT/Business/Procurement/DocsPSK/TINreq.docx

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Demonstrate a clear and concise understanding of the Scope of Services being requested in this RFP.

7. Describe the contractor’s experience and methodology with preparing technical business plans similar to services requested in this RFP.

8. Describe the contractor’s or sub-contractor’s experience with relevant to cruise design and implementation within Western Coastal Oregon forest types. List each proposed subcontractor and their role.

9. Describe what you believe are the most critical elements of this Project that DSL and Proposer must address for a successful outcome for the tasks identified in the Scope of Services.

10. Describe what you believe are the most likely challenges and key concerns related to the tasks identified in the Scope of Services.

11. Describe any additional information demonstrating innovative approaches for the Services requested.

12. Identify any pertinent issues and potential problems related to the Project.

B. Approach to Services

1. Provide the contractor’s detailed approach to each Task including the timelines for completing each Task.

3.3 Project Team Experience and Qualifications (Points possible: 30) Demonstrate Proposer’s team qualifications and experience relating to the requested Services. Response should address the following:

1. Management and organizational structure of proposed team.

2. Qualifications (including any specified licenses or certifications) and relevant individual experience for all key team members likely to perform any or all Services, including sub-contractors.

3. General understanding of Logging Feasibility and Systems, especially cable logging.

4. Familiarity using GPS equipment to delineate project boundaries.

5. Reference feedback and previous work history that demonstrates experience, quality of work, and ability to traverse steep terrain, inclement weather, and heavy brush.

3.4 Cost Proposal (Points possible: 30)

The Cost Proposal must reflect a not-to-exceed amount for each Task inclusive of all services, expenses, travel, and fees (i.e., Payroll expenses – hours/rate/title, Admin, Overhead, etc.) Detailed pricing will be requested of the awardee.

Cost Proposals will be evaluated for reasonableness and competitiveness. If the Cost Proposal is higher than the Agency anticipated budget, Proposer shall provide a detailed explanation of costs.

SECTION 4: EVALUATION PROCESS

4.1 Evaluations

Responses will be reviewed and ranked for content, solution features, and pricing for award, if any, in DSL’s sole discretion.

The outcome of the Evaluation process may, at the Agency’s sole discretion, result in:

a. Notice to Proposer(s) of award selection;

b. Notice to selected Proposer(s), as solely determined by Agency, to participate in Interviews or Follow/up questions; or

c. Cancellation of the RFP and either re-issuance of the RFP in the same or revised form or no further action by

Agency with respect to the RFP.

4.2 Interviews/Follow-Up Questions (if any)

Agency may conduct and may score interviews/follow-up questions. If interviews/follow-up questions are conducted, the following will apply:

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• Selected Proposers will be notified via email of their interview time, if any.

• The number of Proposers selected for interviews/follow-up questions is at the sole discretion of Agency.

• Evaluation may be based on one or more of the following criteria but is not limited to:

o Technical Approach o Ability to meet schedule o Project Management/Cost Effectiveness o Proposer’s General Qualifications o Proposer’s Capabilities o Proposer’s subcontracted services

4.3 Selection

DSL may award a contract to the proposer whose proposal and interview/follow-up questions, if any, that DSL determines in the exercise of its reasonable discretion, will best serve the interests of DSL.

Proposers will be notified in writing of DSL’s notice of award.

SECTION 5: GENERAL SOLICITATION TERMS

5.1 By submitting a proposal to this RFP, proposer shall accept all terms and conditions of this RFP and Attachment C, Sample Contract.

5.2 DSL reserves the right, at its sole discretion: (1) to amend the RFP prior to the closing date (2) to amend the deadline for submitting proposals; (3) to determine whether a proposal does or does not substantially comply with the requirements of this RFP; (4) to waive any minor irregularity, informality, or nonconformance with this RFP; (5) to obtain from and/or provide to other public agencies, upon request, references, regarding the Proposer’s contract performance; (6) at any time prior to Contract execution (including after announcement of the apparent awardee): (a) to reject any proposal that fails to substantially comply with all prescribed RFP procedures and requirements; and (b) to reject all proposals received and cancel this RFP upon a finding by DSL that there is good cause and that such cancellation would be in the best interests of the State; (7) seek clarification on any or all proposals; and (8) negotiate the final description of work tasks, deliverables, and pricing of the Sample Contract within the scope of what is advertised here for inclusion in the resulting Contract.

5.3 This RFP and one copy of each original response received, together with copies of all documents pertaining to the award of a Contract, shall be kept by DSL and made a part of a file or records, which shall be open to public inspection.

If a proposal contains any information that is considered a trade secret under ORS 192.501 (2), each sheet of such information must be marked with the following legend:

“This proposal content constitutes a trade secret under ORS 192.501 (2), and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS Chapter 192.”

The Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only “unless the public interest requires disclosure in the particular instance” ORS 192.501 (2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a proposal may depend upon official or judicial determination made pursuant to the Public Records Law.

If a Proposal contains any information that may be considered exempt from disclosure under the various grounds specified in Oregon Public Records Law, ORS 192.430 through 192.505, Proposers must clearly designate any portion of its Proposal as exempt, along with a citation to the authority relied upon. Application of the Oregon Public Records Law shall determine whether any information is actually exempt from disclosure. Identifying a Proposal in whole as exempt from disclosure is not acceptable. Failure to identify a portion of the Proposal as exempt from disclosure, and the authority used, shall be deemed a waiver of any future claim of non-disclosure of that information.

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5.4 The pricing and statement of work of the project may be negotiated, within the overall intent described in this RFP, with the selected Proposer. If negotiations are not successful and a Contract is not executed within 10 days, DSL may either: (a) terminate negotiations with the top selection and begin negotiations with the next highest ranked Proposer, (b) cancel the solicitation, or (c) continue negotiations with the highest ranked Proposer.

5.5 All costs associated with Proposer’s submission of the project concept and/or proposals are the sole responsibility of the proposer and shall not be borne by the State of Oregon. All proposals submitted will become public record.

5.6 Proposers submitting proposals may be afforded an opportunity for discussion and revision of proposals. Revisions may be permitted after submissions of proposals and prior to award for the purpose of obtaining best and final offers. For Proposers that do not submit a notice of withdrawal or another best and final offer, their immediate previous offer will be construed as their best and final offer. Negotiations may be conducted with responsible Proposers who submit proposals found to be reasonably likely to be selected for award.

5.7 Non-Discrimination. DSL, in accordance with the Title VI of the Civil Rights Act of 1964, 78 Stat. 252. 42 U.S.C.

2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of State Lands, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted programs of the Department of State Lands issued pursuant to such Act, hereby notifies all Proposers that it will affirmatively ensure that all business enterprises will be afforded full opportunity to submit proposals in response to this solicitation and will not be discriminated against on the grounds of race, color, sex, or national origin in consideration for an award.

Insurance Requirements:

In addition to the insurance requirements set forth in Exhibit C of the PA, if any required amounts differ from those noted below, the following Insurance requirements apply to the prospective WOC from this Mini-RFP:

• General Liability in the amount of $ 1,000,000 per occurrence and $ 2,000,000 annual aggregate.

• Automobile Liability in the amount of $ 1,000,000 combined single limit.

• Pollution Liability in the amount of $ 1,000,000 per occurrence and $ 2,000,000 annual aggregate.

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RFP # S-14100-00014446

Attachment A

PROPOSAL COVER SHEET

Legal Name of Proposer: ___________________________________________

Address: __________________________________________ City, State, Zip: ______________________________

State of Incorporation: _______________________________ Entity Type: _________________________

Contact Name:__________________________ Telephone: _________________Email: _________________________

Oregon Business Registry Number (if required):__________________________________

OregonBuys Vendor ID (must be registered in OregonBuys to submit proposal): __________________

Any individual signing below hereby certifies they are an authorized representative of Proposer and that:

1. Proposer understands and accepts the requirements of this RFP. By submitting a Proposal, Proposer agrees to be bound by the Contract terms and conditions in Attachment A and as modified by any Addenda, except for those terms and conditions that Agency has reserved for negotiation, as identified in the RFP.

2. Proposer acknowledges receipt of any and all Addenda to this RFP.

3. Proposal is a Firm Offer for 60 days following the Closing.

4. If awarded a Contract, Proposer agrees to perform the scope of work and meet the performance standards set forth in the final negotiated scope of work of the Contract.

5. I have knowledge regarding Proposer’s payment of taxes and by signing below I hereby certify that, to the best of my knowledge, Proposer is not in violation of any tax laws of the state or a political subdivision of the state, including, without limitation, ORS 305.620 and ORS chapters 316, 317 and 318.

6. Proposer does not discriminate in its employment practices with regard to race, creed, age, religious affiliation, gender, disability, sexual orientation, national origin. When awarding subcontracts, Proposer does not discriminate against any business certified under ORS 200.055 as a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business. If applicable, Proposer has, or will have prior to contract execution, a written policy and practice, that meets the requirements described in ORS 279A.112 (formerly HB 3060), of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. Agency may not enter into a contract with an anticipated contract price of $150,000 or more with a Proposer that does not certify it has such a policy and practice. See https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx for additional information and sample policy template.

7. Proposer complies with ORS 652.220 and does not unlawfully discriminate against any of Proposer’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s continuing compliance constitutes a material element of the Contract and a failure to comply constitutes a breach that entitles Agency to terminate the Contract for cause.

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

https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx

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8. Proposer certifies that, to the best of its knowledge, there exists no actual or potential conflict between the business or economic interests of Proposer, its employees, or its agents, on the one hand, and the business or economic interests of the State, on the other hand, arising out of, or relating in any way to, the subject matter of the RFP. If any changes occur with respect to Proposer’s status regarding conflict of interest, Proposer shall promptly notify the State in writing. Proposer has made all Conflict of Interest (COI) disclosures, if any as required by the DSL COI Guidelines and COI Disclosure Form available at the following link: https://www.oregon.gov/DSL/Business/Procurement/Pages/PSK.aspx)

(Check one of the following two certifications as applicable) Proposer understands and has provided to all Associates (as defined in the COI Guidelines) the COI Guidelines and COI Disclosure Form. Proposer and, to the best of the undersigned’s information, knowledge and belief, Proposer’s Associates are in conformance with the COI Guidelines, have no employees that were employed by DSL within the last two-year period, and have no conflicts of interest or other disclosures required per the COI Guidelines or COI Disclosure Form.

Proposer understands and has provided to all Associates (as defined in the COI Guidelines) the COI Guidelines and COI Disclosure Form. Proposer and, to the best of the undersigned’s information, knowledge and belief, all Associates have provided on the COI Disclosure Form(s) submitted with this Proposal all disclosures required per the DSL COI Guidelines.

9. Proposer certifies that all contents of the Proposal (including any other forms or documentation, if required under this RFP) and this Proposal Certification Sheet, are truthful and accurate and have been prepared independently from all other Proposers, and without collusion, fraud, or other dishonesty.

10. Proposer understands that any statement or representation it makes, in response to this RFP, if determined to be false or fraudulent, a misrepresentation, or inaccurate because of the omission of material information could result in a "claim" {as defined by the Oregon False Claims Act, ORS 180.750(1)}, made under Contract being a "false claim" {ORS 180.750(2)} subject to the Oregon False Claims Act, ORS 180.750 to 180.785, and to any liabilities or penalties associated with the making of a false claim under that Act.

11. Proposer acknowledges these certifications are in addition to any certifications required in the Contract and Statement of Work in Attachment A at the time of Contract execution.

Authorized Signature Date

(Print Name and Title) https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx

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Attachment B

REFERENCES

Provide a minimum of 2 references from current or former clients for Timber Pre-Sale projects, or similar.

Name of Company, Organization, or Individual:

Reference Contact Person:

Telephone: Fax: Email:

Alternate Reference Contact Person:

Telephone: Fax: Email:

Project/Contract Title:

Project/Contract Date: Location:

Description of Services provided:

Name of Company, Organization, or Individual:

Reference Contact Person:

Telephone: Fax: Email:

Alternate Reference Contact Person:

Telephone: Fax: Email:

Project/Contract Title:

Project/Contract Date: Location:

Description of Services provided:

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Attachment C State of Oregon

Contract for Services

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Department of State Lands, (“Agency)” and ________, a [_______][doing business as _____] (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name and Title **Address

**City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Contract Administrator Name, Title Agency-Division **Address **City, State ZIP Phone: (xxx) xxx-xxxx Fax: (xxx) xxx-xxxx anyname@oregon.gov

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

1. Contract Term.

The “Effective Date” of this Contract is the later of (i) ____, or (ii) the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on _____. The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

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

2.1. this Contract less all exhibits;

2.2. Exhibit D, (Federal Terms and Conditions);

2.3. Exhibit C (Special Terms and Conditions);

2.4. Exhibit A (Statement of Work);

2.5. Exhibit B (Required Insurance), and

2.6. Exhibit E (Independent Contractor Certification)

2.7. Exhibit F [AGENCY SPECIFIC EXHIBIT-IF NEEDED]

mailto:anyname@yahoo.com mailto:anyname@oregon.gov

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

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to Agency upon delivery of a completed Deliverables to Agency. By no later than (i) 15 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, Agency will determine whether the Deliverables has the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverables has the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverables.

3.3. Rejection of Deliverables; Corrections. If Agency determines that a Deliverables does not have the characteristics or otherwise meet the acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverables, and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables. Upon receipt of notice of non-acceptance, Contractor shall, within a 15 business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 15 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In the event of such default, Agency may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverables as set forth in this Section, or (ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $***,***.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

4.2. Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

4.3. Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work or, if not set forth therein, to Agency’s Contract Administrator. Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services

Intermediate Procurement # S-14100-00014446 Page 15 of 34 performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement. [OPTIONAL: Each invoice must also include the total amount invoiced to date by Contractor prior to the current invoice. Contractor will specifically note in the appropriate invoice when it has requested payment for one-third and two-thirds of the maximum, not-to-exceed compensation.]

4.4. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any such authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at:

http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

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

5. Contractor’s Personnel.

5.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of Agency.

Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

5.2. Payment for Replacement Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties.

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

6. Independent Contractor; Responsibility For Taxes And Withholding http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

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6.1. Independent Contractor. Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, Agency may not and will not control the means or manner of Contractor's performance.

Contractor is responsible for determining the appropriate means and manner of performing the Services.

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

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise.

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

7. Subcontracts, Successors, And Assignments

7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

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

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

8. Representations and Warranties.

8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

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

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

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

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

8.1.5. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

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

8.1.5.2. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

8.1.5.3. Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor;

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

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

8.2. Contractor’s Performance Warranties.

8.2.1. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession;

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

8.2.3. Except as otherwise provided in this Contract (including Section 9), Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

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

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

9. Ownership of Work Product.

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

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

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

9.1.3. “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Contract, including every invention, modification, discovery, design, development, customization, configuration, Intermediate Procurement # S-14100-00014446 Page 18 of 34 improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

9.2. Original Works. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of Agency. Agency and Contractor agree that such Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in Agency. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

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

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

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

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

9.7. Competing…