S-34000-00013378.pdf

STATE OF OREGON

DEPARTMENT OF ENVIRONMENTAL QUALITY (DEQ)

REQUEST FOR QUOTE (RFQ) # S-34000-00013378

Hands-On Fire Extinguisher Training

SECTION A – GENERAL INFORMATION

1. The purpose of this Request for Quote (RFQ) is to establish a Contract for hands-on training in the operation and use of portable fire extinguishers for the Oregon Department of Environmental Quality.

The initial Contract term shall be for 2 years. The total term shall not exceed 10 years.

The Mandatory Specifications/Statement of Work for this RFQ are outlined in Section B. The Sample Contract (Attachment 3) contains the terms and conditions that will govern any contract between DEQ and the successful Bidder.

DEQ is issuing this RFQ pursuant to its authority under Oregon Administrative Rule (OAR) 125-246-0170(2).

2. OregonBuys

The RFQ, including all Amendments and attachments, are published in the OregonBuys e-procurement system. Solicitation documents will not be mailed to prospective Bidders. DEQ shall advertise all Amendments on the OregonBuys e-procurement system. Bidder is solely responsible for checking OregonBuys to determine whether or not any Amendments have been issued. Amendments are incorporated into the RFQ by this reference.

3. COBID Participation

Pursuant to Oregon Revised Statute (ORS) Chapter 200, and as a matter of commitment, DEQ encourages the participation of minority, women, and emerging small business enterprises in all contracting opportunities. DEQ also encourages joint ventures or subcontracting with minority, women, and emerging small business enterprises. All businesses that are to be counted as a minority, women, or emerging small business must be registered with the Certification Office of Business Inclusion and Diversity (COBID). For more information, please visit:

https://www.oregon.gov/biz/programs/COBID/Pages/default.aspx.

4. Due Date, Questions and Submittal Requirements

Bidders must complete and return completed Attachments 1-Cost Submittal Form and 2-Bidders Cover Sheet no later than February 20, 2026 at 5:00 PM PST. Required documents must be submitted electronically as attachments via OregonBuys. Questions or requests for clarification regarding this RFQ must be submitted electronically via OregonBuys.

The closing date and time are subject to change. Changes, if any, will be posted to OregonBuys.

All of the costs and expenses incurred by any Bidder or prospective Bidder in connection with or arising out of its possible or actual response to this RFQ, including without limitation the cost of developing and preparing a Bid, shall be entirely the responsibility of the Bidder and shall not be borne or reimbursed directly or indirectly by DEQ.

5. Bid Evaluation and Contractor Selection

To be considered responsive, bids must substantially comply with all requirements of this RFQ and all prescribed public solicitation procedures. Bids that do not comply with the requirements of this RFQ or meet all prescribed solicitation procedures will be deemed non-responsive. In making such evaluation, DEQ may waive minor informalities and irregularities. DEQ will award a Contract to the responsive, responsible Bidder with the lowest price.

https://www.oregon.gov/biz/programs/COBID/Pages/default.aspx

STATE OF OREGON

DEPARTMENT OF ENVIRONMENTAL QUALITY (DEQ) REQUEST

FOR QUOTE (RFQ) # S340000-00013378

Hands-On Fire Extinguisher Training

SECTION B – STATEMENT OF WORK

1. General Information.

DEQ is seeking hands-on training in the proper operation and use of portable fire extinguishers. Training sessions will be conducted onsite at the DEQ locations listed in Section B, 2.2. Additionally, DEQ would like the option to send individual employees to the Contractor’s facility for similar training on an “as-needed” basis.

2. Statement of Work.

2.1. Training Services

DEQ requires approximately 185 employees to attend hands-on portable fire extinguisher training on an annual basis.

The contractor shall provide both classroom and hands-on portable fire extinguisher training that meets the requirements of the Oregon State Fire Marshall (OSFM) and Oregon’s Occupational, Safety, and Health Administration (OROSHA).

The hands-on portable fire extinguisher training shall include, but not be limited to, live hands-on demonstrations, video training, handouts, equipment, supplies, and certificates for all participants.

The Contractor shall use one of the following hands-on methods to simulate extinguishing class A, B, and C fires:

• A propane-based appliance that produces flame and replicates a real-life fire scenario; or

• A fire extinguisher training simulator.

The Contractor shall be responsible for the following:

• Qualifications. The Contractor shall be properly qualified to provide the required training and shall maintain active, current, nationally recognized Fire Extinguisher Inspector certification(s).

• Training Equipment and Materials. The Contractor shall provide all necessary electronic and audiovisual equipment required for the training, including but not limited to televisions, power strips, cables, computers, projectors, and video playback devices. The Contractor shall also supply all fire extinguishers and related materials needed for the training.

• Cleanup and Disposal. The Contractor shall clean up and properly dispose of all expended fire suppression agents in accordance with all applicable state and local laws and regulations.

• Training Sessions. The Contractor shall be able to conduct multiple training sessions during a single visit to each location station, as shown in Table 1. Each location employs differing numbers of staff who must attend training; however, only a limited number of employees may participate in each session.

• Attendance Documentation. Within ten (10) business days following completion of each scheduled class, the Contractor shall provide DEQ with an attendance roster listing the printed names of all participants who successfully completed the class, along with the date and location of the training, and a completion certificate for each participant.

2.2. Locations and Employee Counts.

Contractor must be able to provide training at all DEQ locations as listed below.

Table 1. DEQ Locations and Employee Counts

DEQ Location

DEQ Office Location Address Approx. Employee

Counts

Clackamas Clean Air Station

9350 SE Clackamas Road

Clackamas, OR 97015

Gresham Clean Air Station

1200 SW Highland Drive

Gresham, OR 97030

Northeast Clean Air Station

7701 NE 33rd Drive

Portland, OR 97211

Sherwood Clean Air Station

14962 SW Tualatin-Sherwood Road

Sherwood, OR 97140

Hillsboro Clean Air Station

5130 NE Five Oaks Drive

Hillsboro, OR 97124

Technical Center

1240 SE 12th Avenue

Portland, OR 97214

Medford Clean Air Station

3030 Biddle Road

Medford, OR 97504

Oregon DEQ Laboratory

7202 NE Evergreen Parkway, Suite 150

Hillsboro, OR 97124

3. Travel Expenses.

DEQ shall not reimburse the Contractor for any travel or travel-related expenses under this Contract.

4. Contract Amendments.

Agency may amend the Contract to the extent permitted by applicable statutes and administrative rules. No amendment to the Contract is effective unless it is in writing signed by the parties and has been approved as required by applicable law.

ATTACHMENT 1

COST SUBMITTAL FORM

Part A: Pricing

Contractor shall provide a pricing quote(s) for the required work listed in Section B - Statement of Work Training and/or Inspections.

DEQ shall not reimburse Contractor for any separate expenses for shipping, travel or travel related expenses (labor, shipping, travel costs, fuel, meals and lodging, transportation, etc.). The pricing quoted by the Contractor is an all-inclusive fixed price and shall include any discounts offered.

1. Hands on Portable Fire Extinguisher Training of DEQ employees. See Section B - Statement of Work for specifications and please note that training includes, hands on training, training materials and issuing a training certificate to each participant.

Total Number of DEQ Employees

Travel Fee per Location (per trip) if Applicable

Availability and # of Training Sessions offered for 1 day or 2 days

Training Cancellation Fee (if any)

Training Flat price per each employee, or session, or location.

Please include any discounts.

185 Employees

Location #1: _________

Location #2: _________

Location #3: _________

Location #4: _________

Location #5: _________

Location #6: _________

Location #7: _________

Location #8: _________

#_____ Sessions for 1 day

#_____ Sessions for 2 days

$_______ Per Class Cancelled

(if any)

$_____________per DEQ employee

$_____________per session

$_____________per DEQ location

ATTACHMENT 2

BID COVER SHEET

PART 1 – GENERAL INFORMATION

RFQ #:

Organization Name (tax filing): ________________________________________________________________________________

Primary Contact: ____________________________________________________Title: ___________________________________ (Print Name)

Street Address: ____________________________________________ City, State, Zip: ___________________________________

Telephone: _________________________________ E-mail Address: _________________________________________________

OregonBuys #: _______________________________ (Contractor Only) Oregon Business ID#: ____________________________

COBID #: ____________________________________

(Contractor Only: If certified by the Certification Office of Business Inclusion and Diversity (COBID) as a Disadvantaged Business Enterprise, Minority Business Enterprise/Women Business Enterprise, or Emerging Small Business.)

Delivery Method. Please check the applicable box below. If Bidder is using a common carrier to deliver the goods identified in the RFP or subcontractor any part of the work bidder must provide company information for each subcontractor with the Bid. Bidder must state whether or not the subcontractor is registered with the Oregon Office of Minority, Women’s and Emerging Small Business Enterprises and provide the certification number.

My company will be shipping the goods by common carrier.

My company will be shipping the goods using our company fleet and understand I must meet the insurance types and limits and provide proof of insurance as outlined in Attachment 2 Part IV upon request.

Provide below the name and title of the person(s) authorized to sign any Contract that may result.

Authorized Representative: ___________________________________________________________________________ (Print Name) Title

Authorized Signer(s): _________________________________________________________________________________

(Print Name) Title

PART II – REPRESENTATIONS, ATTESTATIONS, AND CERTIFICATIONS: The undersigned further acknowledges, attests and certifies individually and on behalf of the Bidder that:

1. No attempt has been made or shall be made by the Bidder to induce any other person or organization to submit or not submit a Bid.

2. Information and prices included in this Bid shall remain valid for 180 days after the bid due date or until a Contract is approved, whichever comes first.

3. The Bidder understands that all Bids not withdrawn prior to the RFQ Close Date become the property of the State of

Oregon as of the Bid due date and Bidder grants the State the right to use all information contained therein.

4. The Bidder acknowledges receipt of all Addenda issued under the RFQ.

5. Bidder does not discriminate in its employment practices with regard to race, creed, age, religious affiliation, sex, disability, sexual orientation or national origin, nor has Bidder or will Bidder discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055.

6. The Bidder, acting through its authorized representative, has read and understands all RFQ instructions, specifications, and terms and conditions contained within the RFQ, including those in the Sample Contract.

7. Bidder acknowledges and agrees to all terms and conditions set forth in the Sample Contract. Bidder further understands and accepts that the terms and conditions of the Sample Contract are not subject to negotiation, modification, or revision, and that no exceptions will be permitted.

8. The Bidder agrees to and shall comply with, all requirements, specifications and terms and conditions contained within the RFQ, including all Addenda, if any.

9. The Bid submitted is in response to the specific language contained in the RFQ, and Bidder has made no assumptions based upon either (a) verbal or written statements not contained in the RFQ, or (b) any previously issued RFQ, if any.

10. The Bidder agrees that if awarded the Contract, Bidder shall be authorized to do business in the State of Oregon at the time of the award.

11. Agency shall not be liable for any claims or be subject to any defenses asserted by Bidder based upon, resulting from, or related to, Bidder’s failure to comprehend all requirements of the RFQ.

12. The Agency shall not be liable for any expenses incurred by Bidder in either preparing or submitting its Bid, or in participating in any evaluation/selection process, if any.

13. Bidders shall use recyclable products to the maximum extent economically feasible in the performance of the Contract and of the Work set forth in this document.

14. Bidder, acting through its authorized representative, has knowledge regarding Contractor’s payment of taxes, and to the best of Bidders knowledge the Contractor is not in violation of any Oregon tax laws, including, without limitation, ORS 305.620 and ORS chapters 316, 317 and 318. Bidder understands and agrees to provide written notice to Agency within two business days of any change to the Bidder’s status of tax law compliance.

PART III – OFFICE OF FOREIGN ASSETS CONTROL AND US DEPARTMENT OF STATE: Bidder and Bidder’s employees and agents are not included on:

a. The list entitled “Specialty Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets

Control of the United States Department of the Treasury and currently found at http://wwwtreas.gov/offices/enforcement/ofac/sdn/ ; or

b. The list entitled “Current List of Designated Foreign Terrorist Organizations of the US Department of State” and currently found at http://www.state.gov/s/ct/rls/fs/97191.htm

Part IV – INSURANCE REQUIREMENTS: Bidder agrees to meet the insurance requirements outlined below that will be included as a part of any Contract issued in response to this RFQ:

Contractor shall obtain at Contractor’s expense the insurance specified in this section to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in State and that are acceptable to Agency. Coverage shall be primary and non- contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention and http://wwwtreas.gov/offices/enforcement/ofac/sdn/ http://www.state.gov/s/ct/rls/fs/97191.htm self-insurance, if any.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS

656.17 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

COMMERCIAL GENERAL LIABILITY:

Required Not required

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

AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

PROFESSIONAL LIABILITY:

Professional Liability insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract by the Contractor and Contractor’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000. If coverage is on a claims made basis, then either an extended reporting period of not less than 24 months shall be included in the Professional Liability insurance coverage, or the Contractor shall provide Tail Coverage as stated below.

EXCESS/UMBRELLA INSURANCE:

A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance.

ADDITIONAL INSURED:

The Commercial General Liability insurance and Automobile liability insurance required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.

TAIL COVERAGE:

If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, Contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of (i) Contractor’s completion and Agency’s acceptance of all Services required under this Contract, or, (ii) Agency or Contractor termination of contract, or, iii) The expiration of all warranty periods provided under this Contract.

CERTIFICATE(S) AND PROOF OF INSURANCE:

Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract.

NOTICE OF CHANGE OR CANCELLATION:

The contractor or its insurer must provide at least 30 days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

INSURANCE REQUIREMENT REVIEW:

Contractor agrees to periodic review of insurance requirements by Agency under this agreement and to provide updated requirements as mutually agreed upon by Contractor and Agency.

STATE ACCEPTANCE:

All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Section 4.

PART V – SIGNATURE: The signatory of this Bidder Cover sheet is a duly authorized representative of the Bidder, has been authorized by Bidder to make all a representations, attestations, and certifications contained in this bid document and all Addenda, if any, issued, and to execute this Bid document on behalf of Bidder.

By signature below, the undersigned Authorized Representative hereby certifies on behalf of Bidder that all contents of this Bidder Cover sheet and the submitted Bid are truthful, complete and accurate. The undersigned Authorized Representative further agrees to have knowledge regarding Bidder’s payment of taxes, and to the best of the Authorized Representative’s knowledge, Bidder is not in violation of any change to the Bidder’s status of tax law compliance. Failure to provide information required by the RFQ may ultimately result in rejection of the Bid.

THIS COVER PAGE MAY NOT BE ALTERED.

Authorized Signature: _______________________________________________________________________

Print Name: _________________________________________________________________________________

Title: ___________________

ATTACHMENT 3

SAMPLE CONTRACT

DAS Procurement Services, Version 2.2 – March 6, 2019 Page 1

State of Oregon Contract for Services

[Project Title]

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

Contractor’s Contract Administrator for this Contract is:

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

Agency's Contract Administrator for this Contract is:

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

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

17.6 of this Contract.

1. Contract Term.

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

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

2.1. this Contract less all exhibits;

2.2. Exhibit C (Special Terms and Conditions);

2.3. Exhibit A (Statement of Work);

2.4. Exhibit B (Required Insurance), and

2.5. Exhibit D (Independent Contractor Certification)

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

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The mailto:anyname@yahoo.com mailto:anyname@oregon.gov

DAS Procurement Services, Version 2.2 – March 6, 2019 Page 2

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.

DAS Procurement Services, Version 2.2 – March 6, 2019 Page 3

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

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

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

5. Contractor’s Personnel.

5.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of Agency. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

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

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

6. Independent Contractor; Responsibility For Taxes And Withholding

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

DAS Procurement Services, Version 2.2 – March 6, 2019 Page 4 performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

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

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

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

7. Subcontracts, Successors, And Assignments

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

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

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

8. Representations and Warranties.

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

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

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

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

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

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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:

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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, 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.

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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

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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 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 (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract.

11.2. Legal Counsel. If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents under Section 11.1, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents.