RFP S-R33119-00005674 Mosier 2 Well Repair or Decommission and Replace~1.pdf

RFP S-R33119-00005674 Mosier #2 Well Repair / Decommission & Replace Page 1 of 38

COVER PAGE

Wasco County Soil and Water Conservation District

Mosier #2 Well Repair or

Decommission and Replace

REQUEST FOR PROPOSALS (RFP)

For Future Assigned Projects (To be assigned under resulting Agreements-To-

Agree)

Bid Solicitation # S-R33119-00005674

Date of Issue: February 9, 2023

Issuing Office: Wasco County SWCD

Single Point of Contact: Shilah Olson Address: 2325 River Rd. Suite 3 City, State, Zip The Dalles, OR 97058

Phone (voice) 541-296-6178 ext. 105 Phone (fax) 541-296-7868 E-mail: shilah.olson@or.nacdnet.net mailto:shilah.olson@or.nacdnet.net

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Request for Proposals

WASCO COUNTY SOIL & WATER CONSERVATION

DISTRICT

TABLE OF CONTENTS

SECTION 1 GENERAL INFORMATION

1.1 Background & Overview

1.2 Scope of RFP

1.3 Schedule of Events

SECTION 2 RFP PROCESS

2.1 Procurement Authority

2.2 Procurement Method

2.3 Pre-Proposal Conference

2.4 Oregon Buys System

2.4.1 Publication

2.4.2 Addenda, Attachments and Exhibits

2.4.3 Oregon Buys System Assistance

2.4.4 Oregon Buys System Registration Information

2.5 Request for Clarifications/Questions

2.6 Protest of RFP

2.7 Addenda

2.8 Protest of Addenda

SECTION 3 INSTRUCTIONS TO PROPOSERS

3.1 Acceptance Period

3.2 Proposal Requirements (General)

3.2.1 Proposal Format

3.2.2 Quantity of Proposals to be submitted

3.2.3 Envelope, Package or Box Label

3.2.4 Proposal Modifications

3.2.5 Proposal Withdrawal

3.2.6 Late Proposals

3.2.7 Opening of Proposals

3.3 Proposal Requirements (Pass/Fail)

3.3.1 Closing (Due Date and Time by which Proposals must be received by SWCD)

(Pass/Fail)

3.3.2 Proposal Cover Sheet (Pass/Fail)

3.4 Project References (Pass/Fail)

SECTION 4 EVALUATION

4.1 Evaluation Committee

4.2 RFP Questions

4.3 Evaluation and Scoring Criteria

4.4 Ranking of Proposals/Method of Award

4.5 Selection of Drillers to the Pool

4.5.1 Selection of Mini Proposals

4.6 Disqualification

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SECTION 5 INTENT TO AWARD

5.1 Award Notification

5.2 Award Protest

5.3 Process for Assignment of Work Order Contracts

5.4 Work Order Negotiations and Awards

SECTION 6 EXHIBITS-Schedules to the RFP RFP EXHIBIT A – Proposal Cover Sheet RFP EXHIBIT B - Sample Agreement-to-Agree and its attachments

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SECTION 1: GENERAL INFORMATION

1.1 BACKGROUND & OVERVIEW:

The Wasco County Soil and Water Conservation District (SWCD; also referred to as “District”) is working with Oregon Water Resources Department, Mosier Watershed Council, and others to help solve a decades long problem with declining aquifers in the Mosier area of Wasco County. Commingling between aquifers through existing boreholes has been identified as a principal contributor to the observed decline. On-going field evaluation of existing wells have identified many commingling wells which need repair or remediation.

This Request for Proposals (RFP) will be used to establish a pool of qualified drillers for the repair or replacement of problematic wells. Each Proposer that is selected will receive an award in the form of an Agreement-To-Agree (ATA, attached as RFP Exhibit B) and will be added to the pool. The ATAs issued as a result of the RFP may run for an initial term scheduled to end in December 2024. SWCD, at its discretion, may extend the ATAs for up to an additional six (6) years. SWCD may supplement the pool from time to time during these periods.

Well drilling opportunities may be made available during the period of the ATA through a mini-request for proposal (MRFP) process open only to the pool of qualified drillers.

Drillers awarded an ATA (those in the pool of qualified drillers) are not required to submit mini-proposals in response to all MRFPs.

Each MRFP will include project-specific technical specifications and invitation to drillers in the pool to submit mini-proposals with cost and schedule estimates. SWCD’s primary goals for well repair / replacement projects are to a.) repair commingling wells at sites where repairs offer a high probability of success in stopping commingling and b.)

properly decommission and replace wells at sites where repairs are infeasible or unlikely to solve the commingling problem. The selected mini-proposal will be awarded the project through a Work Order Contract (ATA WOC), in the form of Attachment C to the

ATA.

SWCD invites all qualified drilling contractors licensed with a current Water Supply Well Construction License in the State of Oregon to submit Proposals detailing their drilling capabilities and commitment to meet the various obligations and schedule demands described herein. To be selected, contractors must be currently licensed by the Secretary of State to conduct business in the State of Oregon, be in compliance with applicable state tax laws, and possess Current Water Supply Well Construction License for the State of Oregon.

1.2 SCOPE OF RFP

This RFP contains pertinent information concerning the preparation and submittal of Proposals, an explanation of how all Proposals will be evaluated, and conditions which will be included in the contract which may be awarded as a result of the RFP.

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1.3 SCHEDULE OF EVENTS

Event Date Time

Questions / Requests for Clarification Due March 1, 2023 5:00 PM

Answers to Questions / Requests for Clarification Issued (approx.)

March 8, 2023

RFP Protest Period Ends March 15, 2023 5:00 PM

Closing (Proposals Due) March 22, 2023 1:00 PM

Opening of Proposals March 22, 2023 1:01PM

Review and Evaluation of Proposals Not Later Than April 4, 2023

Issuance of Notice of Intent to Award (approx.)

April 5, 2023

Award Protest Period Ends 7 days after Notice of Intent to Award

SECTION 2: RFP PROCESS

2. 1 PROCUREMENT AUTHORITY:

SWCD is conducting this RFP pursuant to its authority under ORS 568.

2.2 PROCUREMENT METHOD:

SWCD intends to use the competitive sealed Proposal method, pursuant to ORS 279B.060.

SWCD intends to use any combination of the methods provided therein for Competitive Sealed Proposals, including any available optional procedures: a). Competitive Range; b).

Discussions and Revised Proposals; c). Revised Rounds of Negotiations; d) Negotiations; e) Best and Final Offers; and f). Multistep Sealed Proposals.

2.3 PRE-PROPOSAL CONFERENCE:

A Pre-Proposal conference is not scheduled for this RFP.

2.4 OREGON BUYS SYSTEM:

2.4.1 PUBLICATION:

The RFP, including all Addenda, attachments, and exhibits, is published on the Oregon Buys System at http://www.oregonbuys.gov (Document # S-R33119- 00005674) and will not be mailed to prospective Proposers.

http://www.oregonbuys.gov/

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2.4.2 ADDENDA, ATTACHMENTS and EXHIBITS:

If an exhibit, attachment or Addendum is used that cannot be viewed or downloaded through the Oregon Buys System, Prospective Proposers may also request hard copies from SWCD from the single point of contact at the address on the cover page of this RFP.

2.4.3 OREGON BUYS SYSTEM ASSISTANCE:

Prospective Proposers unfamiliar with the Oregon Buys System may contact the Supplier Help Desk at support.oregonbuys@das.oregon.gov or 1-855-800-5046.

2.4.4 OREGON BUYS SYSTEM REGISTRATION INFORMATION:

Proposers are solely responsible for ensuring that their registration information is current and correct. Oregon’s State Procurement Office and the SWCD accept no responsibility for missing or incorrect information contained in prospective Proposers’ registration information in the Oregon Buys System.

2.5 REQUESTS FOR CLARIFICATIONS/QUESTIONS:

All questions and requests for clarification, whether relating to the RFP process, administration, deadline or award, or to the intent or technical aspects of the products or services specified in this RFP must be submitted, in writing, to the Single Point of Contact identified on the cover page of this RFP (mail, fax or email are acceptable) by the Due Date for Questions/Clarifications identified in Section 1.3 of this RFP. No oral or telephone questions will be accepted or considered.

SWCD shall respond to each properly-submitted written request for clarification and/or request for change. Where appropriate, SWCD shall issue revisions and clarify RFP provisions via Addenda posted on Oregon Buys. SWCD may also informally respond to Proposer questions. Informal responses, however, do not affect the provisions of the RFP. The RFP, contractual terms, and specifications can only be changed via formal Addenda issued by SWCD.

Requests for clarification and questions must:

Identify prospective Proposer’s name and be signed by its authorized representative;

Clearly reference this RFP Number; RFP#: S-R33119-00005674 Refer to the specific RFP paragraph number and page and reference or quote the passage being questioned;

Be received as described above by the Due Date for

Questions/Clarifications identified in the Schedule of Events, Section 1.3.

When appropriate as determined by SWCD, in its sole discretion, revisions, substitutions, or clarifications of the RFP or attached terms and conditions will be issued by Addendum to this RFP.

Interpretations, corrections or changes to this RFP will be made by written Addendum, and posted to the Oregon Buys System. Interpretations, corrections or changes to this RFP made in any other manner are not binding on the SWCD.

2.6 PROTEST OF RFP:

Prospective Proposers may submit a written protest of anything contained in the RFP, mailto:support.oregonbuys@das.oregon.gov

RFP S-R33119-00005674 Mosier #2 Well Repair / Decommission & Replace Page 7 of 38 including but not limited to, the RFP process, Specifications and/or Scope of Work requirements, or proposed contract terms and conditions. Except for protests of Addenda, as provided in Section

2.8 of this RFP, this is prospective Proposers’ only opportunity to protest the provisions of this RFP.

Prospective Proposers must submit protests to the Single Point of Contact identified on the cover page of this RFP. Protests must be submitted by the due date for Protests of RFP specified in Section 1.3 of this RFP, or by the due date for protests of an Addendum as stated in the Addendum, if any, as permitted in Section 2.7. SWCD will not consider any RFP protest received after the applicable deadline.

Protests must:

Identify the prospective Proposer;

Provide a clear reference to this RFP#: S-R33119-00005674 State the reason for the protest, including the grounds that demonstrate how the procurement process is contrary to law or how the RFP is unnecessarily restrictive, legally flawed or improperly specifies a brand name and evidence or supporting documentation that supports the grounds on which the protest is based;

and

• State the proposed changes to the RFP provisions or other relief sought.

SWCD will address all timely submitted protests within a reasonable time following SWCD’s receipt of the protest and will issue a written decision to the respective prospective Proposer.

SWCD will handle the protests in accordance with the applicable statutes and rules.

Protests that do not include the required information may not be considered by SWCD.

SWCD will receive protests in the following forms:

Faxed protests submitted to the Single Point of Contact identified on the cover page of this RFP.

Emailed protests submitted to the Single Point of Contact identified on the cover page of this RFP.

Protests submitted in hard copy by delivery service (postal, courier or other in- person delivery) to the Single Point of Contact identified on the cover page of this RFP.

2.7 ADDENDA:

Unless otherwise stated in the RFP, SWCD shall advertise Addenda on the Oregon Buys System. Prospective Proposers are solely responsible for checking the Oregon Buys System to determine whether an Addendum has been issued.

Addenda are incorporated into the RFP by this reference and can be viewed and downloaded by interested parties registered in the Oregon Buys System. Proposer should consult the Oregon Buys System regularly until RFP Closing to assure that it has not missed any Addendum announcements.

SWCD is not responsible for sending Addenda to any prospective Proposers, whether requested or not.

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2.8 PROTEST OF ADDENDA:

Unless a different deadline is set forth in the Addendum, prospective Proposers may submit a protest of the Addendum by the close of the next business day after the issuance of the Addendum, or no later than the Due Date for Protests of RFP identified in Section

1.3 of this RFP, whichever is later. Unless otherwise specified in the Addendum, the Addendum protest must be submitted in the same manner as a protest of the RFP under Section 2.6.

SECTION 3. INSTRUCTIONS TO PROSPECTIVE PROPOSERS

3.1 ACCEPTANCE PERIOD:

Unless otherwise specified herein, Proposals are firm offers for a period of (180) calendar days from closing.

3.2 PROPOSAL REQUIREMENTS (GENERAL):

3.2.1 PROPOSAL FORMAT:

Proposer must describe in detail how it will meet the requirements of this RFP and may provide additional related information with its Proposal. The Proposal should be presented in a format that corresponds to, and references, the sections contained in Section 3.2.2.

Proposals should be straightforward and concise and provide “layman” explanations of technical terms that are used. Emphasis should be focused on responding to the RFP requirements, on providing a complete and clear description of the Proposal, and conforming to the RFP instructions. Proposals that merely offer to provide the services as stated in this RFP may be considered non-responsive and may not be considered for further evaluation.

SWCD requests that Proposals be submitted with the edges unbound, and with an index and tabs identifying separate sections.

3.2.2 QUANTITY OF PROPOSALS TO BE SUBMITTED:

One (1) hard copy of the Proposal, all required supporting information and documents and original signature, in ink, with all required supporting information must be submitted to SWCD, to the attention of the Single Point of Contact, at the location identified on the Cover Page of this RFP, on or before the Closing (date and time) identified in RFP Section

1.3. Envelopes, packages or boxes containing the Proposal should be marked in accordance with Section 3.2.3.

Proposals shall include:

1. A table of contents labeled with headings and associated page numbers;

2. Consecutively numbered pages throughout the proposal;

3. RFP Exhibit A – Proposal Cover Sheet

4. Responses to all questions in RFP Section 4.2

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3.2.3 ENVELOPE, PACKAGE OR BOX LABEL:

Proposals must be clearly labeled and submitted in a sealed envelope, package, or box bearing the following information:

Name of Proposer – Top Left of the Envelope RFP Number: S-R33119-00005674

RFP Name: Mosier #2 Well Repair / Decommission and Replace Name of Single Point of Contact

Proposer is solely responsible for ensuring that its Proposal is received by SWCD in accordance with the RFP requirements, before Closing, as identified in the Schedule of Events, and at the location identified on the Cover Page of this RFP. SWCD is not responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery. Proposals that are late, and that are submitted by facsimile (fax), Email or other electronic means will be rejected.

3.2.4 PROPOSAL MODIFICATIONS:

It is the responsibility of the Proposer to ensure that modified Proposals are submitted before the Closing date and time. Proposals that contain omissions or improper erasures or irregularities may be rejected.

Any Proposer who wishes to make modifications to a Proposal already received by SWCD must either:

a. Withdraw its entire Proposal in order to make modifications and resubmit the Proposal pursuant to Section 3.2.5. All modifications made to a Proposal must be made in ink and must be properly initialed by Proposer’s authorized representative or;

b. Submit partial modification(s), in writing, that denotes the specific change(s) to the Master Proposal submission section and meets all other RFP requirements. All modifications made to a Proposal must be made in ink and must be properly signed by Proposer’s authorized representative.

No late, oral, electronic, telegraphic, facsimile or telephonic modifications will be considered.

Proposals or modifications to a Proposal may NOT be submitted by facsimile.

3.2.5 PROPOSAL WITHDRAWAL:

If a Proposer wishes to withdraw a submitted Proposal, it must do so prior to Closing (date and time), as identified in Section 1.3. The Proposer must submit a written notice of its intent to withdraw its Proposal on Proposer’s letterhead and clearly marked with “Proposal Withdrawal” and identifying the RFP # S-R33119-00005674. The withdrawal must be signed by the authorized representative and submitted to the Single Point of Contact at the location identified on the Cover Page of this RFP. Late, faxed, and electronic requests will not be accepted.

3.2.6 LATE PROPOSALS:

Closing, as identified in Section 1.3, or as modified by Addenda, is FIRM. Proposals received after Closing (date and time) will be held for potential future consideration

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Assessment of Proposals received after Closing is not guaranteed.

3.2.7 OPENING OF PROPOSALS:

Proposals will be opened and the names of all Proposers will be read at Closing. Proposals will be opened at SWCD’s Main Office at the location identified on the Cover Page of this

RFP.

3.3 PROPOSAL REQUIREMENTS (PASS/FAIL):

Each Proposal must comply with the following requirements, which will be evaluated on a Pass/Fail basis. Each proposal must:

• be received on or before the closing date and time (see Section 3.3.1) to be assessed during this RFP cycle

• be signed by an authorized representative and include a declaration of registration to conduct business in the state of Oregon (3.3.2)

• provide references as detailed in Section 3.4 Failure to provide any of the information or comply with any of the requirements in this section WILL result in rejection of the Proposal. SWCD reserves the right to determine which Proposals meet the Proposal requirements of this RFP.

3.3.1 CLOSING (Due Date and Time by which Proposals must be received by

SWCD (PASS/FAIL):

Proposals must be submitted to SWCD, to the attention of the Single Point of Contact, at the location identified on the Cover Page of this RFP, on or before the Closing (date and time) identified in Section 1.3 to be considered. Proposals will NOT be accepted after Closing and late Proposals will be held for potential future consideration. SWCD reserves the right to extend Closing when it is in the best interest of the District.

3.3.2 PROPOSAL COVER SHEET (PASS/FAIL):

Proposer must include in its Proposal the attached Proposal Cover Sheet (RFP Exhibit A) signed by a duly authorized representative empowered to legally bind the Proposer to the Proposal.

3.4. PROJECT REFERENCES (PASS/FAIL):

SWCD reserves the right to check project references provided by the Proposer and submitted with the proposal.

SWCD may conduct other reference checks with persons whose names have not been provided by Proposer and may use references to obtain additional information, verify any information needed.

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SECTION 4: EVALUATION

4.1 EVALUATION COMMITTEE:

Proposals will be reviewed for completeness and compliance with the requirements of this RFP, including, but not limited to, clear responses to the requirements of Section 1.1, and Section 3, and evaluated by an Evaluation Committee. If the Proposal is unclear, Proposer may be asked to provide clarification.

4.2. RFP QUESTIONS:

The proposal must include responses to the questions below (A-C). Responses may be submitted on separate pages as attachments to the Proposal.

A. Describe your Organization’s structure, personnel, and qualifications, including those which document your compliance with the requirements listed in Section

1.1. Describe the experience of your personnel who will be assigned to work on the drilling projects resulting from this RFP. Describe equipment available for abandonments of artesian water supply wells and drilling inside of 4 inch steel casing, for the purposes of cleaning out, developing, and rehabilitating wells after repair.

B. Describe your knowledge of water well drilling rules in Oregon and the special well construction standards adopted for the Mosier area.

Describe any experience working under the Mosier Special Area Standards for Well Construction [OAR 690-200-0028(4)] and/or water supply well construction experience in the Columbia River Basalt Group aquifer system.

C. Describe your experience and expertise in well drilling and associated operations in Columbia River Basalt Group (CRBG) aquifers, including your experience with well repair projects and/or experience with abandonments of artesian and/or commingling water supply wells. Describe your experience with the application of the sealing rule for wells penetrating artesian aquifers and the consolidated formations sealing rule (OAR 690-210-0150 & 690-210-0155). Describe your experience with continuous grout seals at significant depths (>200 ft.) Provide a list of at least three (3), but no more than six (6) similar projects, conducted in the past five

(5) years that demonstrate the proposer’s ability to mobilize the resources, equipment, and experienced staff necessary to meet the stated goals and contractual responsibilities of this project. Information provided must include:

• Project Title;

• Client Name, telephone number and email address (SWCD may check references, see Section 3.4);

• Scope and type of project;

• Drilling or repair method used;

• Dates and duration of contract;

4.3 EVALUATION AND SCORING CRITERIA:

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The Evaluation Committee will score each responsive Proposal using the quantity and quality of information provided in the Proposal.

The Proposals will be reviewed and evaluated by the evaluation committee consisting of representatives from SWCD and project partners. SWCD reserves the right at its sole discretion, to reject any or all proposals received without penalty.

Each proposal will be evaluated strictly in accordance with this RFP.

Evaluation criteria that will be used by the SWCD evaluation committee to score and rank all proposals related to this RFP on an 80-point scoring system will be as follows:

A. Up to 20 points for the extent to which the proposal demonstrates the Proposer’s project team experience, project management and organization will contribute to successful and efficient completion of SWCD work assignments.

B. Up to 20 points for the extent to which the proposal demonstrates necessary knowledge, experience, and expertise in drilling, repair and decommissioning of wells in the state of Oregon, the Mosier area, and/or the Columbia River Basalt Group aquifer system.

C. Up to 30 Points for SWCD’s assessment of the quality of relevant work demonstrated by verifiable projects listed by the proposer, and any other information SWCD may have regarding compliance with appropriate OAR and ORS with respect to well construction, repair, and/or abandonment in CRBG aquifers.

D. Up to 10 points for the extent to which the proposal is clear and concise and submitted in the prescribed format.

The evaluation committee may request clarification from Proposers for any portion of the Proposals. If a Proposal is unclear, Proposer may be asked to provide clarification. No new information or documentation may be submitted, however, any clarifications may not be used to rehabilitate a non-responsive Proposal. Proposers shall remain available during the evaluation period to respond to requests for additional clarification. Proposers shall submit written signed clarification(s) within 24 hours of request (Monday-Friday).

The District may conduct such investigations and interviews as it deems necessary to establish to the District’s satisfaction the responsibility, qualifications and ability of any Proposer.

4.4 RANKING OF PROPOSALS / METHOD OF AWARD:

The evaluation committee shall add together the points awarded by each Evaluation Committee member for each respective Proposal, divided by the number of Evaluation Committee members, to determine the average score, which will determine the ranking order of each Proposal. The Proposals with the highest scores receive the highest ranking.

4.5 SELECTION OF DRILLERS TO THE POOL

After determining that a proposal meets and satisfies the written requirements stated in the RFP, the assessment of the proposal in relation to the published evaluation criteria

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The selection of a driller into the pool resulting from this RFP shall be based on the ranking of the proposals received, and negotiation of contract terms and conditions.

4.5.1 SELECTION OF MINI-PROPOSALS

Selection of Mini-Proposals from the Pool of Drillers in response to the MRFP process shall be based on the outcome of the review of the mini-proposals using the following criteria:

Method of drilling proposed Cost structure and proposed cost of the Project Proposed Project Schedule Contractor Availability Other factors unique to the Drill Site

4.6 DISQUALIFICATION

Any attempt by a Proposer to improperly influence a member of the Evaluation Committee during the Proposal review and evaluation process shall result in Proposal rejection.

SECTION 5: INTENT-TO-AWARD

5.1 AWARD NOTIFICATION:

After the selection is made, SWCD will issue a notice of intent- to-award on the Oregon Buys System. SWCD will award up to eight (8) Proposals to enter into ATAs. This selection will establish the pool of Drillers with whom SWCD may request project specific MRFPs in the future. Each successful Proposer will have fifteen (15) business days from the announcement of Notice of Intent to Award to execute the ATA, pending resolution of any protests of award.

Final award for each project, however, will be contingent upon successful mini-proposal on a particular drilling project. Contract Drillers will be invited to submit mini-proposals on future particular projects. Mini-proposals will be selected for award through Work Order Contracts (WOC) based on criteria prescribed for each individual project, including, but not limited to, experience in performing the particular project type and area, pricing, capability and availability.

5.2 AWARD PROTEST:

Award protests must be submitted to the Single Point of Contact and at the location identified on the cover page of this RFP and must be received within seven (7) calendar days after the date the Notice of Intent to Award is issued. SWCD will not consider award protests that are received after this deadline. Award protests must meet the requirements of ORS 279B.410 to be considered.

SWCD will address all timely submitted award protests that are in accordance with ORS 279B.410 within a reasonable time following its receipt of the protest, and will issue a

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5.3 PROCESS FOR ASSIGNMENT OF WORK ORDER CONTRACTS:

After the successful selection into the pool, the drillers in the pool will be invited to submit a mini proposal in response to MRFPs released by SWCD. SWCD will select proposals for award through a Work Order Contract (WOC) based on experience in performing the particular project type and area, pricing, capability and availability. The selected Proposer will be issued a Work Order Contract assignment. However, the award and execution of the ATA is no guarantee that any of the drillers will receive Work Order Contract assignments.

5.4 WORK ORDER NEGOTIATIONS AND AWARD:

SWCD will provide a written notice of assignment to the selected Driller for a specific Project and will provide copies of the written notice of assignment to other drillers in the pool but not receiving notice of assignment.

Upon the Driller's written acceptance of the assignment and confirmation of the availability, SWCD will enter into Work Order Contract with the selected driller for a specific Project. Contract negotiations will be directed toward obtaining final written agreement on Driller's tasks, hours required, and performance schedule, all leading to a maximum, not-to-exceed contract price.

This contract price will include compensation for all Services and any pre-approved reimbursement expenses. It should be understood, however, that there may be instances, when the maximum, not-to-exceed contract amount for a particular Work Order Contract needs to be amended to exceed this initial limit.

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RFP EXHIBIT A

Cover Sheet For

RFP #:

Mosier #2 Well Repair / Decommission and Replace

Name of Proposer

Address:

Phone Number:

Fax Number:

Email Address:

Name of Contact Person(if different from above)

Phone Number:

Please check all that applies below:

Proposer understands and accepts the requirements of this RFP. By Proposal submission, Proposers agree to be bound by the terms and conditions of the Agreement To Agree (ATA) with its attachments and as modified by Addendum and amendments except for those terms and conditions that reserved for negotiation in the RFP.

Proposer has read Section 4 of the RFP and has attached responses to the RFP Questions to this Cover Sheet.

Proposer is registered, active and in good standing with the State of Oregon Secretary of State Corporate Division.

SIGNATURE OF PROPOSER'S DULY AUTHORIZED REPRESENTATIVE FOR ALL SECTIONS:

Authorized Signature/Date: /

Print Name:

Title:

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RFP EXHIBIT B

SAMPLE

AGREEMENT TO AGREE and its attachments

WASCO COUNTY SOIL AND WATER CONSERVATION DISTRICT

AGREEMENT TO AGREE

Contract #TBD

RECITALS

A. The Wasco County Soil and Water Conservation District (SWCD) desires to engage ___________ (Contractor) to provide an Agreement-To-Agree (ATA) for its Mosier #2 Well Repair / Decommission and Replace (“Services”) to enable SWCD to achieve its ground-water restoration objectives.

B. Contractor is one of the successful Proposers in connection with the RFP # S-R33119-

00005674.

C. Contractor desires to perform the Services for the SWCD pursuant to the terms and conditions in the Agreement, including without limitation good faith cooperation with SWCD in the acquisition of Mini-Proposals for installation of each individual well installation project from which SWCD will select and issue Work Order Contracts.

D. Contractor hereby agrees to be part of the Contractor Pool for Mosier Well Remediation.

This Agreement is entered into on the date of execution by and between the Wasco County Soil and Water Conservation District (SWCD), and __________ (“Contractor”) for the purpose of identifying:

(1) The Statement of Work for the Work Order Contract (“WOC”) to be used;

(2) the terms and conditions applicable to subsequent WOCs entered into between SWCD and Contractor pursuant to which Contractor will render Services to Authorized Purchasers; and

(3) The not-to-exceed price at which the project will be performed.

SWCD and Contractor intend to enter into binding and enforceable contracts for Services by execution of a WOC substantially in the form attached hereto as Attachment E that specifies the work to be performed. Each such WOC so executed, shall create a separate contract between the SWCD and Contractor (consisting of the WOC and its related Statement of Work (“SOW”).

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I. DEFINITIONS

ARPA is the American Rescue Plan Act of 2021.

ATA is an acronym for Agreement to Agree.

DAS is an acronym for State of Oregon, Department of Administrative Services.

Effective Date means the date on which this Agreement is fully executed and approved in accordance with applicable laws, rules and regulations.

Oregon Buys means the Oregon Buys System, which is the State of Oregon’s automated procurement system and can be found at http://www.oregonbuys.gov

OWRD means the Oregon Water Resources Department.

Proposal means Contractor’s written offer submitted in response to the RFP, including all necessary attachments, that is attached hereto as Attachment G .

Mini-Proposal means Contractor’s written offer submitted in response to the invitation to submit proposal for a particular drilling opportunity. The invitation will be to drillers under the ATA only. SWCD may extend the invitation to drillers in a particular regional pool or to all drillers under ATA.

RFP is an acronym for Request for Proposal, and means the entire solicitation document, including all Addenda, appendices, attachments, exhibits, parts, and sections that encompass the entirety of the Agreement.

Services means the Well-drilling-related consultation services Contractor will provide to SWCD under the Agreement.

SOW is an acronym for Statement of Work.

SPO is an acronym for Single Point of Contact.

Statement of Work means all Services required to be performed under a Work Order Contract and includes, without limitation, delivery schedules, a description of the Services, and other terms specifically related to performance of the Services. Statement of Work is A T A A p p e n d i x A and incorporated in this Agreement. It sets out the standard minimum tasks related to the delivery of Services that will be required in each Statement of Work developed and implemented under this Agreement.

SWCD means Wasco County Soil and Water Conservation District.

WOC is an acronym for Work Order Contract.

http://www.oregonbuys.gov/

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Work Order means the Work Order Contract request documents submitted to Contractor for the purchase of Services that is attached hereto as Attachment E.

Work Order Contract means the exhaustive collection of documents through which SWCD and Contractor will execute an engagement for Drilling Services. The Work Order is the document that will initiate the Work Order Contract process. This may also be referred to as Work Order.

Written or Writing means conventional paper documents, whether hand written, manuscript or printed, in contrast to spoken words. It also includes facsimile documents or electronic transmissions to the extent permitted by the solicitation document or contract.

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II. AGREEMENT TO AGREE - TERMS AND CONDITIONS

1. TERM OF THE AGREEMENT: The initial term of the Agreement shall be two

(2) years, beginning on the Effective Date. Upon concurrence of the parties, the ATA may be extended for additional terms ("Extension Terms"). Provided, however, that the maximum duration of the Agreement To Agree, including all extensions, shall be six (6) years. SWCD reserves the right to renegotiate the Agreement To Agree.

2. EXTENSIONS: SWCD shall notify Contractor in writing of its intent to extend the ATA ("Renewal Notice") prior to the expiration of the then-current term. SWCD, in its sole discretion, may extend the term of the Agreement to Agree to meet the needs of the District. If SWCD elects to extend the Agreement, the terms and conditions of the ATA shall remain the same during any such Extension Term(s), unless SWCD and the Contractor mutually agree on different term and conditions.

3. CONTRACTOR PRICES AND RATES: Subject to any retention amounts, invoice requirements, SWCD will compensate Contractor for accepted Services based upon the applicable not-to exceed prices as proposed in the selected Bid. The Bid is comprised of Proposed Service, maximum-not-to-exceed prices for the Service. SWCD may compensate Contractor on a deliverables-based payment schedule and may receive discounted rates or prices below the maximum ‘not to exceed price’. SWCD and Contractor may periodically adjust rate or prices according to this Agreement-To-Agree.

SWCD and Contractor may also agree to prices for particular Work Order Contracts based the uniqueness of each Drilling assignment.

3.1 PRICE OR RATE GUARANTEE. Contractor warrants that it shall extend best available pricing to the SWCD for drilling services covered by this Agreement.

3.2 PRICE PROTECTION / ADJUSTMENTS. SWCD will not pay any additional costs above those costs provided for in the WOC. Any price decrease effectuated during the ATA period by reason of market change will be passed on to SWCD by reduction in the applicable maximum not-to-exceed price identified in the Work Order Contract (WOC)

3.3 PREVAILING WAGE. The requirements of ORS 279C.800 to 279C.870 with respect to prevailing wage rates are included as part of this Bid and the undersigned agrees to certify that Bidder and Bidder's subcontractors are in compliance with all of the provisions thereof on forms requested by DISTRICT.

4. EFFECT OF EXPIRATION OR TERMINATION; TRANSITION UPON

TERMINATION OR EXPIRATION OF WORK ORDER CONCTRACT.

4.1 Upon termination or expiration of the Agreement-to-Agree, Contractor shall continue to provide the Services and meet its obligations under any applicable Work Order Contract issued prior to expiration or termination of the ATA; unless

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4.2 The expiration or termination of the Agreement-To-Agree shall be without prejudice to the rights of the parties accrued up to the date of such expiration or termination.

5. SERVICES TO BE FURNISHED: During the term of the Agreement To Agree, Contractor agrees to provide all Services ordered by Authorized Purchasers in accordance with the terms and conditions of the Agreement and the applicable Work Order Contract. Contractor shall not perform work under this ATA for an SWCD unless the Authorized Purchaser has an existing Work Order Contract with Contractor. Each Work Order Contract will include its own specific Statement of Work.

6. WORK ORDER CONTRACTS: Contractor shall not accept any Work Order Contract that does not comply with the following requirements:

6.1 SWCD: SWCD will use the Work Order form set forth herein as Attachment E to order Services under the Agreement To Agree unless otherwise authorized by SWCD.

Subject to the provisions of any amendment signed by both parties, no language in a Work Order Contract submitted shall vary, amend, modify, or add terms or conditions to the Agreement To Agree or a Work Order Contract. Otherwise, the operative provisions in Work Orders shall be limited to: designation of SWCD and its authorized representative; Contractor key personnel, itemization of Services (offered under the terms of the Agreement) ordered; Statement of Work for Services, delivery schedules in accordance with the terms of the Agreement; deliverables based payment schedules;

applicability statements pertaining to relevant Work Order Contract exhibits; the location at which Contractor will perform Services: and Authorized Purchaser’s invoicing address.

7. INDEMNIFICATION: Contractor shall defend, save, hold harmless, and indemnify the SWCD and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever resulting from, arising out of, or relating to the Agreement-To- Agree and resulting Work Order Contracts, including but not limited to the activities of Contractor or its officers, employees, subcontractors, or agents, and the Products and Services provided.

8. Provided, however, the SWCD Board of Directors must give written authorization to any legal counsel purporting to act in the name of, or represent the interests of, the SWCD or its officers, employees and agents prior to such action or representation.

Further, the SWCD, may assume its own defense, including that of its officers, employees and agents, at any time when in the SWCD's sole discretion it determines that, (i) proposed counsel is prohibited from the particular representation contemplated;

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(ii) counsel is not adequately defending the interests of the SWCD or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the SWCD are served thereby. Contractor's obligation to pay for all costs and expenses shall include those incurred by the SWCD in assuming its own defense and that of officers, employees, and agents under (i) and (ii) above.

9. TERMINATION OF THE AGREEMENT TO AGREE:

9.1 The Agreement To Agree may be terminated at any time by mutual written consent of Contractor and SWCD, or SWCD may unilaterally terminate the Agreement for convenience upon thirty (30) days’ notice to Contractor.

9.2 SWCD may terminate the Agreement To Agree immediately upon notice to Contractor, or after expiration of the cure period provided or at such later date as it may establish in such notice, upon the occurrence of either of the following events: (i) federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the purchase of Services offered under the Agreement to Agree is prohibited;

or (ii) Contractor breaches any material provision of the Agreement or Work Order Contract(s) entered into there under, and such breach is not cured within fifteen (15) days of the date of the written notice of such breach provided to Contractor, unless SWCD provides Contractor a longer cure period.

9.3 Contractor may terminate the Agreement if SWCD breaches any material provision of the Agreement, and such breach is not cured within fifteen

(15) days of the date of the written notice of such breach provided to SWCD, unless Contractor provides SWCD a longer cure period.

9.4 Upon receipt of written notice of termination, Contractor shall stop entering into any new Work Order Contracts under the Agreement as directed by SWCD.

10. REMEDIES: In addition to any other remedies provided in this Agreement including any rights of termination, the following remedies are available for a breach of a material provision of the Agreement:

10.1 SWCD REMEDIES: In the event Contractor is in breach of any material obligation of this Agreement, Contractor shall be liable for any direct damages arising out of or related to the breach.

10.2 CONTRACTOR’S REMEDIES. In the event SWCD terminates this

Agreement for convenience, or in the event that SWCD is in breach of a material obligation under this Agreement or any Work Order Contract entered into there under, Contractor's sole monetary remedy shall be the total fees earned for Services provided to Authorized Purchasers under applicable Work Order Contracts. If previous amounts paid to Contractor exceed the amount due to

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Contractor under this Section, Contractor shall pay any excess to Authorized Purchaser upon written demand.

10.3 NO PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR

RELATED TO THIS AGREEMENT OR CONTRACTS ENTERED INTO UNDER

THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR

LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS

INFORMATION, AND THE LIKE, EVEN IF THE PARTY HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY

TO ANY PARTY’S (A) ABILITY TO OBTAIN INJUNCTIVE OR OTHER

EQUITABLE RELIEF; AND (B) INDEMNIFICATION OBLIGATIONS UNDER

SECTION 7. Nothing in this Agreement and a Work Order Contract shall limit Contractor’s liability with respect to death or personal injury caused by or arising from Contractor’s negligence or willful misconduct.

11. NOTICES: All notices required to be given by Contractor under the Agreement shall be in writing and addressed to the SWCD point of contact identified by the SWCD. All notices required to be given by SWCD shall be in writing, addressed to the Contractor's representative, and sent to the address specified by Contractor. Mailed notices shall be deemed given five (5) calendar days after post marked, when deposited, properly addressed and prepaid, into the U.S. postal service. Electronic notices shall be deemed given upon electronic or personal confirmation of successful transmission to the designated email address or fax number.

12. ACCESS TO RECORDS: Contractor shall maintain all fiscal records relating to the Agreement in accordance with generally-accepted accounting principles, and shall maintain all other records relevant to Contractor's performance of the Agreement (collectively, "Records"). The Authorized Purchaser and its duly authorized representatives shall have access to Records for purposes of examination and copying.

Contractor shall retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Agreement, whichever date is later.

13. SEVERABILITY: If any provision of the Agreement is declared by a court of competent jurisdiction to be illegal, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid.

14. SURVIVAL: Termination of the Agreement shall not extinguish or prejudice the SWCD's right to enforce the warranty, access to records, indemnification, governing law, venue, consent to jurisdiction, and remedies provisions.

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15. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, sell, transfer, or subcontract rights or delegate responsibilities under the Agreement except as expressly permitted by this Agreement, in whole or in part, without the prior written approval of SWCD. Further, no express approval in this Agreement or other such written approval shall relieve Contractor of any obligations under the Agreement and Work Order Contract, and any delegate shall be considered the agent of Contractor. The provisions of each Work Order Contract shall be binding upon and shall inure to the benefit of the parties to the Work Order Contract and their respective successors and permitted assigns.

16. GOVERNING LAW: The Agreement shall be governed by and construed in accordance with the internal laws of the State of Oregon without regard to principles of conflicts of law.

17. VENUE; CONSENT TO JURISDICTION: Any claim, action, suit or proceeding (collectively, "Claim") between the SWCD and Contractor that arises from or relates to the Agreement and within the Circuit Court of Wasco County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon.

CONTRACTOR, BY SUBMITTAL OF ITS SIGNED PROPOSAL, HEREBY

CONSENTS TO THE IN PERSONAL JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.

18. MERGER CLAUSE; AMENDMENT; WAIVER: The Agreement To Agree constitutes the entire agreement between the Contractor and the SWCD on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Agreement. No waiver, consent, modification or change of terms of the Agreement (collectively, "Amendment") shall be binding upon either party to the Agreement To Agree, unless such Amendment is in writing, is signed by both parties to the Agreement To Agree, and all necessary approvals have been obtained. Amendments shall be effective only in the specific instance and for the specific purpose given. No amendment shall be effective until all requisite signatures and approvals are obtained. Emails with a typed name or signature block do not amount to a fully executed Amendment The failure of SWCD to enforce any provision of the Agreement To Agree shall not constitute a waiver by SWCD of that or any other provision.

19. ORDER OF PRECEDENCE. This Agreement-To-Agree consists of the following documents that are listed in descending order of precedence: (a) the terms and conditions of this Agreement-To-Agree, less its Attachments and Exhibits; (b) the Work Order Contract terms and conditions Attachment E, less its Exhibits; (c) the Mini - Proposal;

(d) the RFP, Attachment G; (e) the remaining

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Agreement-To-Agree Exhibits; and (f) the Work Order Contract Exhibits. The aforementioned Attachments and Exhibits are by this reference incorporated in the Agreement.

CONTRACTOR, BY EXECUTION OF THIS AGREEMENT, HEREBY

ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS

AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY

ITS TERMS AND CONDITIONS.

CONTRACTOR: YOU WILL NOT BE PAID FOR SERVICES RENDERED

UNDER THIS AGREEMENT…