RFQ 229986B001 Page 1 of 39

State of Oregon

Oregon Military Department

Request for Quote

Solicitation #229986B001

POTS Line Dialer Upgrade and

Fire Alarm Monitoring Services

Statewide in Oregon

QUOTES MUST BE RECEIVED BY March 10, 2022 at 10:00 AM

RFQ 229986B001 Page 2 of 39

SECTION 1: GENERAL INFORMATION

1.1 SINGLE POINT OF CONTACT

All questions and requests for clarification about any component of this RFQ, including the technical requirements, contractual requirements, and the procurement process must be directed to the SPC.

Single Point of Contact (“SPC”):

Sam Goff – CPPB , Procurement & Contract Specialist

775 Airport Road

Salem OR 97301

Phone (voice): 503-584-3195

E-mail: Samuel.a.goff.nfg@army.mil

1.2 SUMMARY OVERVIEW

The Oregon Military Department (“OMD”) has an infrastructure portfolio spread throughout the State of Oregon. Types of buildings include readiness centers, training site facilities, housing, dinning, maintenance facilities, warehousing, storage, aviation facilities, and administrative space. The portfolio contains roughly 3.3 million square feet under roof, and a Plant

Replacement Value of approximately $950 million.

Several facilities within OMDs portfolio currently utilize POTS line dialers for fire alarm notification. The Agency is soliciting for a contractor to upgrade the current POTS line dialers utilizing cellular, radio or other technology and to provide remote fire alarm monitoring services. The Work includes, but shall not be limited to, the installation, programing, and twenty-four (24) hour, three hundred sixty five (365) day monitoring of fire alarms at Agency facilities identified in

Attachment A, Exhibit E. All work and services provided must be done in compliance with all applicable codes and regulations. The Agency anticipates additional facilities and fire alarm panels may be added to the resulting Contract

Agency anticipates the award of one (1) Contract resulting from this RFQ. The initial term is anticipated to be two (2) years with an option to renewal for up to ten (10) years. The services shall not be considered inclusive. The Agency reserves the right to acquire similar or identical services under separate contracts with other providers.

1.3 SCOPE OF WORK/STATEMENT OF WORK/SPECIFICATIONS

1.3.1 PROJECT DESCRIPTION

The Work includes, but shall not be limited to, the installation and programing of new cellular, radio or other technology required to replace existing POTS lines and provide twenty-four (24) hour, three hundred sixty five (365) days a year remote monitoring of fire alarm signals from Agency facilities identified in Attachment A, Exhibit E. All work must be done in compliance with all applicable codes and regulations. The Agency anticipates additional facilities and fire alarm panels may be added to the resulting Contract

1.3.2 PROJECT SPECIFICATIONS

Contractor shall supply and install all equipment necessary to replace existing POTS line dialers with cellular, radio or other technology. Contractor must obtain and maintain a working signal from Agency identified facilities to the Contractor’s remote monitoring facility. All supplied equipment must be new.

During the term of the Contract resulting from this RFQ, Contractor shall monitor the signals from the Agency’s identified fire alarm systems and panels 24 hours a day, 365 days a year.

Upon confirmation of an emergency requiring Fire District response, Contractor shall immediately notify the closest responding 911 Center.

Upon receiving a signal, Contractor shall immediately notify designated Owner representatives in a priority order provided by Owner.

Contractor shall perform monthly systems tests at the Contractor’s monitoring facility in accordance with all Federal, State, and

Local codes and regulations. Contractor shall be responsible for any repair work or re-programming needed on any signal receiving and transmitting equipment owned by the Contractor. Work or re-programming must be accomplished as soon as practical to ensure minimal system down time.

RFQ 229986B001 Page 3 of 39

Agency will be responsible for maintenance and repair of individual panels and fire alarm systems.

1.3.3 SECURITY REQUIREMENTS FOR FACILITY ACCESS AFTER CONTRACT AWARD

OMD facilities are governed by U.S. Homeland Security REAL ID compliance regulations. Valid Photo identification is required. Facility owners and staff are prohibited from accepting driver’s licenses or ID cards from non-compliant states or jurisdictions. Proposers are responsible for providing appropriate valid identification. OMD is not responsible for Proposers who are denied access for not having proper identification.

1.4 DEFINITION OF TERMS

For the purposes of this RFQ, unless specifically defined in this RFQ, capitalized words have the meanings provided in OAR 125-246-

0110. These definitions do not apply to the Proposed Contract attached as Attachment A.

"Addendum” means an addition or deletion to, a material change in, or a clarification of, the RFQ. Each Addendum shall be labeled as such and shall be made available to all interested Offerors in accordance with OAR 125-247-0430(2). The plural form of

“Addendum” is “Addenda.”

"Agency" or “Owner” means the Oregon Military Department (“OMD”).

"Closing" means the date and time set in the RFQ for Offer submission, after which Offers may not be submitted, modified, or withdrawn by Offeror.

"Offeror" means an individual, organization or representative of an organization that submits an Offer in response to the RFQ. Offeror also means "Bidder”.

"OregonBuys" means the on-line web-based eProcurement system administered by the Department of Administrative Services. The

OregonBuys website is located at: https://oregonbuys.gov/bso/.

"Quote" means the Offeror's written offer submitted in response to the RFQ, including all necessary attachments and information required to be submitted prior to award. Quote also means "Offer" or “Bid”.

"Request for Quote" or "RFQ" means all documents, whether attached or incorporated by reference, and any Addenda thereto, used for soliciting Quotes.

“Schedule of Events” means the specific time and dates events relating to this RFQ will occur.

“SPC” means the Single Point of Contact listed on the cover page of this RFQ. All communications related to any provisions of this

RFQ shall be directed only to the SPC to ensure every Bidder receives the same information.

"State" means the State of Oregon.

“Successful Bidder” means the person(s), organization(s) to which the award is made.

“Writing” means letters, characters and symbols inscribed on paper by hand, print, type or other method of impression, intend to represent or convey particular ideas or meanings. “Writing” when required or permitted by law, or required or permitted in a

Solicitation Document, also means letters, characters and symbols made in electronic form and intended to represent or convey particular ideas or meanings.

SECTION 2: RFQ PROCESS

2.1 PROCUREMENT AUTHORITY

Agency is conducting this RFQ pursuant to ORS 279A.050 and OAR 125-246-0170(2).

2.2 PROCUREMENT METHOD

Agency is using the Intermediate Procurement method, pursuant to ORS 279B.070 and OAR 125-247-0270.

2.3 PRE-BID CONFERENCE

There will be no Pre-Bid Conference for this RFQ https://oregonbuys.gov/bso/

RFQ 229986B001 Page 4 of 39

2.4 OREGONBUYS

This RFQ, including all Addenda, attachments and exhibits is posted on OregonBuys at https://oregonbuys.gov/bso/. This RFQ is advertised as a “Bid Solicitation” in the OregonBuys web-based eProcurement system. RFQ documents will not be mailed.

2.4.1 REGISTRATION REQUIREMENTS

All vendors must be registered in OregonBuys to do businesss with the state. Registration is free. To create a vendor account, click the blue “Register” button in the top right corner of the OregonBuys website: https://oregonbuys.gov/bso/. For registration assistance, see vendor registration guidance.

2.4.2 EXPLANATION OF TERMS USED IN OREGONBUYS

2.4.2.1 “Amendment” means “Addendum” or “Addenda”, as defined in OAR 137-046-0110(1); or any form of notice associated with the solicitation, such as intent to award, cancellation, etc., as set forth in the Amendment.

2.4.2.2 “Available Date” means the RFP issue date for this RFP in OregonBuys.

2.4.2.3 “Bid Opening Date” means “Closing” as defined in OAR 137-046-0110(5). In OregonBuys it is the deadline for submitting Quotes (Bids, Proposals or other required responses) required by a Bid Solicitation.

2.4.2.4 “Bid Solicitation” means any form of solicitation: Request for Proposal, Invitation to Bid, Request for

Quote, Request for Information, etc., including notices (sole source notice, intent to participate, etc.). Each Bid

Solicitation has a separate page and ID number in OregonBuys.

2.4.2.5 “Change Order” means a formal change to an existing MBPO, Release Requisition, or project-specific

Purchase Order.

2.4.2.6 “Master Blanket Purchase Order” (“MBPO”) means any form of parent contract/agreement (i.e. price agreement, on-call contract, etc.) that allows for purchases/releases via an ordering instrument during the term specified in the parent contract/agreement.

2.4.2.7 “Purchase Order” means any form of project-specific contract (not awarded under an existing MBPO).

2.4.2.8 “Quote” means any form of offer submission by vendors; i.e., Bids, Technical Proposals, Price

Proposals, or any other type of offer required by a Bid Solicitation.

2.4.2.9 “Release Requisition” means any form of ordering instrument used under an MBPO; i.e. Purchase Order, Work Order Contract, etc.

2.4.2.10 “Vendor” means any form of business entity registered in OregonBuys. Only registered vendors are eligible to submit a Quote and enter Purchase Orders, MBPOs, or Release Requisitions pursuant to Bid Solicitations advertised in OregonBuys.

2.4.3 DOCUMENTS OUTSIDE OF OREGONBUYS

If an exhibit, attachment or Addendum cannot be viewed or downloaded through OregonBuys, instructions will be noted on

OregonBuys on how to obtain the documents.

2.4.4 ADDENDA (REFERRED TO AS “AMENDMENT” IN OREGONBUYS)

Addenda/modifications, if any, to this RFQ will be published in OregonBuys as “Amendment”(s). Prospective

Proposers are solely responsible for checking OregonBuys (https://oregonbuys.gov/bso/) to determine whether or not any addenda have been issued. Addenda are incorporated into the RFQ by this reference.

Any oral communications are considered unofficial and non-binding. Proposers shall rely only on written statements issued by addenda to the RFQ.

2.4.5 OREGONBUYS USAGE

Proposers unfamiliar with OregonBuys may contact Procurement Services at the Department of Administrative https://oregonbuys.gov/bso/

RFQ 229986B001 Page 5 of 39

Services (“DAS-PS”), 1225 Ferry St. SE – U140, Salem, OR 97301-4285; telephone (503) 378-4642. Proposers may also look for updates about OregonBuys on the website: http://procurement.oregon.gov/.

2.5 REQUEST FOR INFORMATION, QUESTIONS, AND CLARIFICATIONS

All RFIs, questions and requests for clarification, related to this RFQ must:

Be submitted in writing via EMAIL to the SPC listed in section 1.1 of this RFQ.

Reference the RFQ number on the cover page.

Identify the section number and the passage.

Include name and contact information of party submitting question or clarification.

Be received by March 3, 2022 by 2:00:00 pm

Questions by telephone or fax will not accepted.

Agency will respond to questions and requests for clarifications through OregonBuys. In its’ sole discretion, Agency may change this

RFQ by written Addendum and post to OregonBuys. Clarifications, corrections or changes to this RFQ made in any other manner are not binding on the State.

2.6 ADDENDUM

Unless otherwise stated in the RFQ, Agency shall post any Addendum on OregonBuys. Addendum are incorporated into this RFQ by this reference and can be viewed and downloaded by interested parties registered in OregonBuys, unless an alternate process is defined in Section 2.4. Bidder is responsible for monitoring OregonBuys regularly until RFQ Closing. Agency is not responsible for sending

Addendum to any prospective Bidder.

SECTION 3: INSTRUCTIONS TO PROSPECTIVE BIDDERS

3.1 ACCEPTANCE PERIOD

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

3.2 BID SUBMISSION REQUIREMENTS (GENERAL)

3.2.1 SUBMITTING BIDS

Bidder shall mail or email bids to the SPC identified in section 1.1of this RFQ. Bidder is solely responsible for ensuring its bid is received at Agency by Closing date and time in accordance with the RFQ requirements. Agency shall not be responsible for any delays in delivery.

ALL BIDS MUST BE SUBMITTED VIA EMAIL OR COMMON CARRIER DELVERY

3.2.2 BID MODIFICATION

It is the responsibility of the Bidder to ensure modified bid are submitted before the Closing date and time.

A Bidder wishing to make modifications to a Bid already received by Agency must:

Withdraw its Bid in order to make modifications and resubmit the Bid pursuant to Section 3.2.1.

All modifications made to a Bid must be made in ink and must be properly initialed by Bidder’s authorized representative.

Submit modification(s) by mail or email on Bidder’s letterhead, noting the specific change(s) to the original Bid submission.

All modifications made to a Bid must be properly initialed by Bidder’s authorized representative.

Oral, facsimile or telephonic modifications will not be accepted.

3.2.3 BID WITHDRAWAL

If a Bidder wishes to withdraw its Bid, the Bidder must withdraw its Bid prior to Closing date and time. The Bidder must submit a written notice on Bidder’s letterhead of intent to withdraw its Bid. The notice must identify the RFQ number, be signed by the authorized representative and be received by the SPC identified on the cover page of this RFQ prior to the Closing date and time.

http://procurement.oregon.gov/

RFQ 229986B001 Page 6 of 39

3.3 BID REQUIREMENTS (PASS/FAIL)

Bids will be reviewed on a Pass/Fail basis. Bids that fail to provide any of the information or comply with any of the requirements in this section 3.3 and its subsections may be considered nonresponsive. Agency has the right to determine if Bids substantially meet the requirements of this RFQ.

3.3.1 CLOSING

Bids must be submitted by Closing to be considered. Late bids will NOT be accepted or reviewed.

3.3.2 REQUIRED FORMS

Bidder must submit the following forms:

Attachment B – Bid Cover Sheet

Attachment C – Bid Submittal Form

Attachment D – Reference Check Form

3.3.3 AUTHORIZED SIGNATURE

The Bid must be signed by person(s) legally authorized to bind the Bidder to the Bid and the Contract resulting from this RFQ.

Upon request by Agency, any representative submitting a Bid on behalf of the Bidder shall provide a current document certifying the representative’s authority to bind the Bidder. Upon request of Agency, Bidder shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the Bid to execute agreements on behalf of the entity.

3.3.4 REFERENCES

Bidder must provide three references from similar projects performed for any clients within the last five years. Information provided must include:

Reference name, telephone number, email and mailing address;

Description of services or products provided;

Service or product delivery starting and ending dates; and

Reference representative name, telephone number, and email address.

3.3.5 KEY PERSONS

On Attachment C, Bid Submittal Form, Bidder must identify Key Persons and the roles each will serve.

SECTION 4: BID REVIEW METHODOLOGY

4.1 RESPONSIVENESS DETERMINATION

A Bid received prior to Closing will be reviewed to determine if it is Responsive to all RFQ requirements including compliance with

Bid Requirements section. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. If the SPC finds the Bid non-Responsive, the Bid may be rejected, however, Agency may waive mistakes in accordance with OAR 125-247-0470.

4.2 RESPONSIBILITY DETERMINATION

Agency will determine if an apparent successful Bidder is Responsible prior to award and execution of the Contract. At any time prior to award, Agency may reject a Bidder found to be not Responsible.

4.3 MINIMUM QUALIFICATIONS (PASS/FAIL)

Contractor shall attach documentation to Attachment C, Pricing Submittal Form, showing the minimum experience listed below.

Three to five (3-5) years of experience in fire alarm monitoring in the State of Oregon

RFQ 229986B001 Page 7 of 39

4.4 REFERENCES

Agency may check to determine if references provided are supportive of the Bidder’s ability to comply with the requirements of this

RFQ. Failure to provide complete and accurate information in a Bid may be cause for rejection.

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

4.5 PREFERENCES

4.5.1 RECIPROCAL PREFERENCE

For bid calculation purposes per OAR 125-246-0310, Agency shall add a percent increase to each out-of-state Bidder’s Bid price that is equal to the percent preference, if any, given to a Resident Bidder in the Bidder's state.

4.5.2 RECYCLED MATERIALS

In comparing Goods from two or more Bidders, if at least one Bidder offers Goods manufactured with Recycled Materials, and at least one Bidder does not, Agency will select the Bidder offering Goods manufactured from Recycled Materials if each of the conditions specified in ORS 279A.125 (2) exists following any adjustments made to the price of the Goods according to any applicable reciprocal preference.

4.5.3 PUBLIC PRINTING

Agency shall, for the purpose of evaluating Bids, apply the public printing preference set forth in ORS 282.210.

4.5.4 TIEBREAKERS

Oregon Supplies: If Agency receives Bids identical in price, fitness, availability and quality and chooses to award a Contract, Agency shall award the Contract in accordance with the procedures outlined in OAR 125-246-0300.

4.6 METHOD OF AWARD

Agency plans to award a Contract to the Responsible Bidder submitting the lowest Responsive Bid. Agency may award by item, groups of items or the entire Offer provided such Award is consistent with this RFQ and in the public interest. Agency reserves the right to negotiate with the Responsible Bidder submitting the lowest Responsive Bid to clarify the bid or to effect modifications that will make the Offer more Advantageous to the Agency.

SECTION 5: CONTRACT AWARD AND EXECUTION

5.1 INSURANCE

Prior to award, Bidder shall secure and demonstrate to Agency proof of insurance as required in this RFQ. Insurance Requirements are located in Exhibit B of Attachment A.

5.2 CONTRACT EXECUTION

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

Contractor shall not commence work under the Contract until the Contract has been executed and the Agency has provided the

Contractor with the Notice to Proceed.

SECTION 6: ADDITIONAL INFORMATION

6.1 GOVERNMENT BODIES

Under ORS Chapter 190, Agency may enter into an agreement with another government body for the Goods or Services that are the https://www.naspo.org/reciprocity1

RFQ 229986B001 Page 8 of 39 subject of this RFQ. Intergovernmental agreements are not subject to the Public Contracting Code. If Agency receives an Offer from a government body, Agency will initially review the Offer according to the same criteria set forth in this RFQ. Agency, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof and cancel this RFQ if it would be in the public interest as determined by Agency.

6.2 OWNERSHIP/PERMISSION TO USE MATERIALS

Bids submitted in response to this RFQ become the property of Agency. The submission of a Bid in response to this RFQ grants the

State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Contract, or as otherwise needed to administer the RFQ process, and to fulfill obligations under Oregon Public Records Laws. Bids, including supporting materials, will not be returned to

Bidder unless Agency cancels this RFQ prior to the Closing identified in Section 1.3.

6.3 COST OF BIDDING

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

6.4 CANCELLATION AND/OR REJECTION OF BIDS/DAMAGES

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

6.5 CONFIDENTIAL OR PROPRIETARY INFORMATION

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

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

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

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

6.6 RECYCLED PRODUCTS

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

6.7 ADDITIONAL INSTRUCTIONS TO BIDDERS:

PLEASE NOTE THE FOLLOWING:

THIS CONTRACT HAS THE POTENTIAL TO EXCEED $25,000.00 AND IS FEDERALLY FUNDED: YES NO

IF YES, OFFEROR MUST MEET THE FOLLOWING REQUIREMENTS:

1. PROVIDE A DATA UNIVERSAL NUMBERING SYSTEM (“DUNS”) NUMBER ON YOUR OFFER:

IF YOU NEED TO OBTAIN A DUNS NUMBER PLEASE GO TO THE FOLLOWING WEBSITE VIA THE LINK

PROVIDED BELOW:

RFQ 229986B001 Page 9 of 39 http://fedgov.dnb.com/webform

2. EXCLUDED PARTIES LIST (“EPLS”) SEARCH COMPLETED BY OMD:

THE CONTRACTOR MUST BE CLEARED (“NO RESULTS” ON THE SEARCH) THROUGH THE EPLS SYSTEM

TO BE ALLOWED TO RECEIVE A FEDERALLY FUNDED CONTRACT. FOR INFORMATION CONCERNING

EPLS YOU MAY ACCESS THE WEBSITE VIA THE LINK PROVIDED BELOW:

https://www.sam.gov/SAM/ http://fedgov.dnb.com/webform

RFQ 229986B001 Page 10 of 39

ATTACHMENT A

SAMPLE CONTRACT FOR SERVICES

State of Oregon

Contract for Services

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Oregon Military Department, (“Agency, or Owner, or OMD”) 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:

Timothy L Gilbert, Operations and Maintenance Manager

Oregon Military Dept.

775 Airport Road

Salem OR 97301

Phone: XXXXXXXX

Email: XXXXXXXXXXX

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 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 xxxxx xxxxx from issuance of the Notice to

Proceed. 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. the RFQ less all attachments,

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

2.4. Exhibit C (Special Terms and Conditions);

2.5. Exhibit A (Statement of Work);

2.6. Exhibit B (Required Insurance);

2.7. Exhibit E (Agency list of Facilities)

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

3. Services.

mailto:anyname@yahoo.com

RFQ 229986B001 Page 11 of 39

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 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.

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

RFQ 229986B001 Page 12 of 39 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

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;

RFQ 229986B001 Page 13 of 39

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:

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, 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, RFQ 229986B001 Page 14 of 39

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 Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential

Information, including as defined in Section 10, nothing in this Contract precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Contract, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Contract. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Contract free of any use restriction or payment obligation to the other.

10. Confidential Information.

10.1.Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors

(collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any

Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by

Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by

Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

10.2.Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and

Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or

Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by

Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified

RFQ 229986B001 Page 15 of 39 in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

10.3.Confidentiality Policies. Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential

Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

10.4.Injunctive Relief. Contractor acknowledges that breach of this Section 10, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, Agency may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Agency and are reasonable in scope and content.

10.5.Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by

Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency.

11. Indemnity by Contractor.

11.1.Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses…