city of portland, oregon rfp no. 113188 request...

REQUEST FOR PROPOSAL NO. 113188 BIKESHARE SYSTEM IN THE CITY OF PORTLAND

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Date: March 16, 2012

City of Portland, Oregon

RFP No. 113188

REQUEST FOR PROPOSALS for

Bikeshare System in the City of Portland

PROPOSALS DUE: May 25, 2012 by 2:00 p.m. Submit one (1) complete original printed copy, ten (10) copies, one (1) electronic copy in PDF format submitted on CD or USB flash drive, one (1) complete Redacted for Public Disclosure Copy and one (1) electronic Redacted for Public Disclosure Copy in PDF format submitted on CD or USB flash drive to: Celeste King, CPPB Procurement Services 1120 SW Fifth Avenue, Room 750 Portland, Oregon 97204 [email protected] Refer questions to: Celeste King, CPPB Procurement Supervisor Procurement Services Phone: 503-823-4044 Fax: 503-865-3477 Email: [email protected]

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PROPOSAL TERMS AND CONDITIONS NON DISCRIMINATION - The City, in accordance with the Title VI of the Civil Rights Act of 1964, 78 Stat. 252. 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all Proposers that it will affirmatively ensure that all business enterprises will be afforded full opportunity to submit Proposals in response to this solicitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

CERTIFICATION AS AN EEO AFFIRMATIVE ACTION EMPLOYER - All Proposers must be certified as Equal Employment Opportunity Affirmative Action Employers as prescribed by Chapter 3.100 of the Code of the City of Portland. The required documentation must be filed with the Procurement Services, City of Portland, prior to contract execution. SUSTAINABLE PROCUREMENT: The City has a history of striving to be more sustainable in its operations and planning. Starting with the City’s Sustainable City Principles (1994), the City has established a variety of policies to guide its work on sustainability, including: the Sustainable Procurement Policy, Green Building Policy, Local Action Plan on Global Warming, and the Stormwater Management Manual (to view these and related City policies, go to the Portland Policy Documents Website:

http://www.portlandonline.com/auditor/index.cfm?c=26818). As applicable to City procurement, these policies guide the City to buy products and services that reduce the City’s negative environmental and social impacts. While specific goals vary, the City’s sustainability objectives tend to focus on: reducing energy use; reducing air, water, and land pollution; building and maintaining high-performance green buildings; reducing the use of materials toxic to the environment and human health; utilizing resources efficiently, including the use of renewable, reusable and recycled materials; utilizing minority-owned, small, and/or local businesses; preserving or enhancing biodiversity; and maintaining fiscal health in the short and long terms. As such, the City seeks to do business with firms that will actively contribute to the City’s sustainability objectives.

BUSINESS LICENSE AND REGISTRATION – Successful Proposers shall obtain a current City of Portland Business License, and shall be in compliance with regulations regarding conducting business in the State of Oregon prior to execution of this contract and commencement of the work. ADDENDA - If, in the opinion of the Chief Procurement Officer, additional information or interpretation is needed by the bidders, an addendum will be issued. Any addendum or addenda issued by the Chief Procurement Officer, that may include changes, corrections, additions, interpretations, clarifications, or information, and issued seventy-two (72) hours or more before the scheduled closing time for filing bids, Saturday, Sunday, and legal holidays not included, shall be binding upon the bidder. City shall supply copies of such addenda to all Proposers who have obtained copies and are on the plan holder list of the RFP documents for the purpose of responding thereon, but failure of the Proposer to receive or obtain such addenda shall not excuse the Proposer from compliance therewith if awarded the contract. COST OF RESPONDING - This Request for Proposal does not commit the City to pay any costs incurred by any Proposer in the submission of a response, or in making necessary studies or designs for the preparation thereof, or for procuring or contracting for the items to be furnished under the RFP. LATE PROPOSALS - Proposal responses received after the scheduled closing time for filing will be returned to the Proposer unopened. Due to heightened security measures in the Portland Building, Proposers should allow extra time when delivering bids to the Procurement Services. It is the responsibility of the Proposer to ensure their Proposal is submitted in the proper form and in accordance with the time, date, and location specified in the RFP. CANCELLATION - The City of Portland reserves the right to modify, revise, or cancel this RFP. Receipt and evaluation of Proposals or the completion of interviews does not obligate the City to award a contract. REJECTION OF PROPOSALS - The City reserves the right to reject any or all responses to the Request for Proposal if found in the City’s best interest to do so. GOVERNING LAW - The provisions of any contract shall be construed in accordance with the provisions of the laws of the State of Oregon without reference to its conflict of law provisions. Any action or suits involving any question arising under this contract must be brought in the appropriate court in Multnomah County Oregon. All statutory, charter and ordinance provisions that are applicable to public contracts in the City of Portland and the State of Oregon shall be followed with respect to this contract. In connection with its activities under this Contract, Contractor shall comply with all applicable federal, state and local laws and regulations including the City's Equal Benefits Ordinance and its administrative rules, all of which are incorporated by this reference. These requirements may be found on the City of Portland’s Procurement Services website:

http://www.portlandonline.com/omf/index.cfm?c=27353&.

Failure to comply with the Ordinance permits the City to impose sanctions or require remedial actions as stated in Section 13.1 of the rules. All statutory, charter and ordinance provisions applicable to public contracts in the City of Portland and the State of Oregon shall be followed with respect to this Contract. The following additional conditions apply to this solicitation and any resultant purchase order or contract: Appendix A as attached hereto. AMERICANS WITH DISABILITIES ACT COMPLIANCE – Proposers agree that if awarded a contract, the successful Contractor will comply with all applicable provisions of the Americans with Disabilities Act of 1990, 42 USC Section 12101 et seq. If any Proposer requires special assistance or auxiliary aids during the Proposal, evaluation or award process, please notify the Procurement Services, 503-823-6855, or TDD 503-823-6868, at least two (2) business days prior to the required assistance. SPECIAL CONDITIONS – Where special conditions are written in the Request for Proposal, these special conditions shall take precedence over any conditions listed under these Proposal Terms and Conditions.

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PUBLIC RECORDS - Any information provided to the City pursuant to this RFP shall be public record and subject to public disclosure pursuant to Oregon public records laws ORS 192.410 to 192.505 and 5.33.470. The general requirement for public disclosure is subject to a number of exemptions. When preparing a Proposal submission, a Proposer must plainly mark each page containing information deemed by the Proposer to remain exempt from public disclosure after Proposals have been evaluated (e.g., pages containing trade secret, economic development information, etc.). A summary of the redactions shall be placed with the redacted version of the Proposal response. The fact that a Proposer marks and segregates certain information as exempt from disclosure does not mean that the information is necessarily exempt. Any portion of a Proposal that the Proposer claims as exempt from disclosure must meet the requirements of ORS 192.501(2) and ORS 192.502(4). The City will make an independent determination regarding exemptions applicable to information that has been properly marked and redacted. Information that has not been properly marked and redacted may be disclosed in response to a public records request. When exempt information is mixed with nonexempt information, the nonexempt information must be disclosed. Unless expressly provided otherwise in this RFP or in a separate communication, the City does not agree to withhold from public disclosure any information submitted in confidence by a Proposer unless the information is otherwise exempt under Oregon law. If the City refuses to release the records, the Proposer agrees to provide information sufficient to sustain its position to the District Attorney of Multnomah County, who currently considers such appeals. If the District Attorney orders that the records be disclosed, the City will notify the Proposer in order for the Proposer to take all appropriate legal action. The Proposer further agrees to hold harmless, defend, and indemnify the city for all costs, expenses, and attorney fees that may be imposed on the City as a result of appealing any decision regarding the Proposer’s records. ORAL INSTRUCTIONS - Oral instructions or information concerning the RFP documents or the project given out by officers, employees, or agents of the City to prospective bidders shall not bind the City. Any changes or revisions to the specifications shall be binding only if issued in writing by the City by addendum. The City reserves the right to officially amend or cancel an RFP after issuance. TAXES - Taxes, whether State or Federal, shall not be included in the offered prices. A tax exemption certificate will be provided by the City upon request.


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PART I PROPOSAL REQUIREMENTS

SECTION A GENERAL INFORMATION 1. INTRODUCTION The City seeks to hire a vendor to design, build, install, operate, maintain, and market a network of publicly available bicycles in a Bike Sharing System (“System”) in Portland, Oregon, as set forth in this Solicitation. The resulting Contract will include Federal Highway Administration (FHWA) funding, which will require conformance by the Contractor with any applicable federal laws and reporting requirements. The Portland Bureau of Transportation (PBOT) is the steward of the City’s transportation system and a community partner in shaping a livable city. We plan, build, manage, maintain and advocate for an effective and safe transportation system that provides access and mobility to all citizens and other stakeholders. We keep Portland moving. For more information about PBOT, see www.portlandonline.com/transportation/. Portland, Oregon is recognized as one of the best bicycling cities in North America. Portland is Oregon’s largest city with a population of 584,000 and 2.2 million in the metropolitan region. Portland has over 300 miles of bicycle facilities, and has introduced numerous transportation innovations to the United States, including bike boxes, bicycle parking corrals, neighborhood greenways, Sunday Parkways/cicliovias, modern streetcars, car sharing, and individualized marketing for transportation options. Nearly 20% of residents identify the bicycle as their primary or secondary commute vehicle. The draft Portland Plan, a strategic plan for the City of Portland and partner agencies, proposes a goal of achieving a 70% active and green commute rate over the next 25 years. The Portland Bicycle Plan for 2030 is a key implementation tool to realize that goal. The primary goal of the Portland Bicycle Plan for 2030 is that the bicycle shall be the preferred means of travel for trips in Portland of three miles or less. To help attain that goal, PBOT is seeking a vendor to bring a bike sharing system to Portland. Bike sharing is a network of publicly owned bicycles available for short-term rental that provide a quick and convenient transportation choice for trips under three miles. Portland envisions implementing the most popular and highly utilized bike sharing system in the United States; one that catalyzes investment in public spaces and provides a low cost transportation solution for thousands of system users. Bike sharing stations should serve as a basis for place-making in the city, and applications that directly couple bike share stations with other uniquely “Portland” public benefits such as distribution of bicycle maps, provision of local food or drinks, bicycle helmet sales, ATMs or other enterprises that enhance the public space around bike share stations are highly encouraged. Similarly, Portland envisions a bike share system that directly and explicitly furthers city and regional goals of providing transportation resources in an equitable and sustainable manner, as defined in Metro’s Regional Transportation Plan and the City of Portland’s Draft Portland Plan. Portland’s bike share system should provide economic opportunities as well as affordable transportation solutions for our city’s most vulnerable and underserved populations. Specifically, the goals of the bike share system include:

A. Provide an immediate increase in the number of bike trips and support Portland’s goal of making the bicycle the preferred method for trips under three miles.

B. Bring new people to bicycling by reducing financial barriers to bicycling as transportation. C. Provide a low cost transportation option for all trips under three miles in Portland’s Central City. D. Strengthen the Portland economy by:

1. Creating jobs for Portlanders who are low-income and traditionally underserved. 2. Building the economic strength of Portland’s athletic and outdoor industry cluster as identified in the Portland Economic Development Strategy. 3. Increasing Portlanders’ disposable income by reducing transportation costs.

E. Increase the capacity of transit by creating improved last mile connections within Portland. F. Increase participation of the private sector in promoting bicycling and active transportation. G. Increase the visibility of bicycling and strengthen Portlanders’ perception of bicycling as a form of transportation.

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H. Reduce single occupancy trips to reduce congestion, improve air quality and achieve the carbon-reduction goals in Portland’s Climate Action Plan.

I. Improve the health of Portlanders by increasing access to active transportation. J. Provide a transportation choice complementary to transit service for underserved populations.

The bike share system should provide a high level of service to residents, employees, and visitors in the bikesharing service area. Additionally, the bike share system should support pilot satellite stations serving a last mile connection between a high capacity transit stop where feasible. The goal is for the system to begin full operation by April 2013. The bike share system will operate 24 hours a day, 365 days a year, providing a high level of bicycle and transportation access. If feasible, the bike sharing system will expand in subsequent years to provide access to a greater number of Portlanders The City has identified $1.8 million in federal funding to help fund start-up of a bike share system. The federal funding can be used for purchase and fabrication of bicycles and stations. The Proposer will need to demonstrate compliance with all applicable federal regulations. 2. SCOPE OF WORK The successful Proposer will design, build, install, operate, maintain, and market a publicly available dense network of stations and bicycles that makes bike sharing a convenient option for the vast majority of trips within the proposed bike sharing service area. The Proposer will be expected to determine an initial service area as well as a plan for expansion of the service area. The Proposer should assume the City will provide reimbursement using federal funds of up to $1.8 million in federal funds for purchase of bicycles and construction of bike sharing stations. Reimbursement will be contingent on meeting the conditions for approval of federal funds. In addition to the federal funds, the City is open to pursuing a number of funding opportunities including grants and public/private partnerships. The successful Proposer will address how it can best deliver and operate a bike sharing system in Portland for five years. The City will consider a variety of ownership and operations models. The successful Proposer will be expected to enter into a not-to-exceed Services Contract with the City (reference Exhibit A). 3. PROPOSAL INVITATION This document constitutes an invitation for sealed competitive proposals under Portland City Code Chapter 5.33. A Proposer headquartered outside the City of Portland is encouraged to work with and find local suppliers, and partners including Minority, Women and Emerging Small Businesses (M/W/ESBs). Similarly, local suppliers are encouraged to partner or create strategic alliances or joint ventures with potential Proposers that have experience providing the services outlined in this request for proposals. SECTION B WORK REQUIREMENTS 1. TECHNICAL OR REQUIRED SERVICES The selected contractor will be required to provide the following services:

A. System Funding and Revenue Sharing Proposal The successful Proposer will identify and secure a funding package sufficient to cover the installation and operation costs of a bike share system that provides stations and bicycles sufficient to support a vast majority of trips within the proposed bike share service area for five years. 1. Secure funding and sponsorships on behalf of the City to help cover costs of a bike sharing system within the

City’s legal and social constraints to advertising in the right-of-way. Although the Proposer’s financial and


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program analysis may determine a different figure, PBOT assumes that additional funding will need to be raised for capital costs and that the operating budget will require private sponsorships for the five-year period.

2. Secure financing to install a bike sharing system by April 2013 at the latest. The funding plan should include sufficient detail concerning the financial status of the Proposer and major funders to allow to the City to develop an independent evaluation of the Proposer’s financial capabilities.

B. Station Plan and Service Area

The successful Proposer will work with the City to provide a station plan analysis and service area plan with a list of ready-to-permit station locations. The station plan will include the methodology for determining the station locations and service area. Station locations should emphasize maximizing ridership while minimizing the loss of on-street parking revenue. The City’s research suggests Portland’s Central City is able to support a network of stations; however, Proposers are invited to submit a service area and station plan that they think best serves Portland and can be realized by the Proposer’s system funding and revenue sharing plan. The station area plan and methodology must incorporate a plan to provide access for underserved populations. Proposers are encouraged to submit plans that serve areas outside the Central City, especially satellite stations serving a last mile connection from a high capacity transit stop or a neighborhood business district with sufficient trip demand to support a bike share station. Final station locations are subject to the approval of the City Traffic Engineer and must meet Americans with Disabilities Act (ADA) requirements as well as City of Portland requirements detailed in the documents entitled, Private Encroachments in the Public Right-of-Way and Portland Pedestrian Design Guide (which can be found on the City’s website). Station locations within city right-of-way will require a permit. The successful Proposer will be responsible for permit fees. Proposers should also be aware that, in general, there is limited space in the Right-of-Way for placement of stations.

. C. Pricing Strategy, Payment Systems, and Marketing Plan

The successful Proposer will develop a plan that addresses the following:

1. Pricing Strategy: With the intent of maximizing ridership and net revenue and low income patron access, the successful Proposer shall provide at least two membership and user- fee pricing models with ridership and net revenue projections for each model for comparison.

2. Payment Systems: If the Proposer is proposing a model wherein the City of Portland owns the bike share

system, the successful Proposer will be required to collect payments in a manner that is consistent with City requirements and State Laws including identifying any third party vendors involved in the collection of payments and working with the City’s partner financial institutions to process credit card payments. Depending on who “owns” this system and the funds, they may be required to comply with the City’s contract and have all funds processed by the City’s financial services provider. Convenient payment mechanisms for non-credit card holders should also be provided, if feasible.

3. Transit Integration: The successful Proposer will, to the extent feasible, integrate the bike sharing payment

systems into existing transit and parking systems in Portland. 4. Marketing Plan: The successful Proposer will propose appropriate branding and identity decisions to the City,

and market bike sharing in Portland with the goal of supporting a successful program in the first year of operation. This requirement includes:

a) Development of brand, image, logo and marketing plan for the bike sharing system. The City of Portland will have final say on system branding, logos and images.

b) Development of website, web-based applications, and smart-phone applications appropriate for system.

c) Identifying target markets with estimated percentages of user demographics. d) Identifying key messages for different target markets. e) Identifying social media strategies.


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f) Identifying strategies to engage low-income users and traditionally under-represented groups including communities of color, immigrants, refugees and individuals that do not use traditional banking services.

D. Acquire and Install System

The successful Proposer will purchase and/or supply a minimum of bicycles and stations that are functional and appropriate for deployment in Portland. The full system will be operable no later than April 2013 for a period of at least five years. If practical the City would like to see implementation of a test project serving a smaller area such in the fall of 2012. The bicycles and all components of the system including all system hardware and software shall be warranted for a period of five years.

E. Operations and Maintenance Agreement

The successful Proposer will enter in to a Services Contract with the City to operate a bike sharing system for 5 years, 24 hours per day, 365 days per year. The Proposer shall be responsible for the day-to-day operation and maintenance of the bike sharing system. Operation includes, but is not limited to, continuous (24-hour) operation and management of the system, 24 hour customer service and support, maintenance, an agreed upon minimum percentage of fleet operable at any time, and system monitoring and balancing. Such maintenance shall include, but is not limited to, inspecting and repairing bicycles, cleaning and removing graffiti from the System structures on a timely basis, including removal of debris, snow and ice in and around the system structures, preventive maintenance and prompt repairs. The successful Proposer may be required to post a performance bond to cover the pro-rated cost of the maintenance of the system.

2. WORK PERFORMED BY THE CITY PBOT has assigned a Project Manager to oversee the successful Proposer’s work and provide support as needed. Specific duties the City will perform include:

A. Overall management of the project process, scope, schedule, deliverables, and budget. B. Maintain ongoing communication with successful Proposer team, project stakeholders and agency partners. C. Serve as project spokesperson to the media. D. Provide technical support to the contractor team where appropriate. E. Assistance with outreach to employers.

In addition, PBOT will make the following technical resources available for the successful Proposer’s use:

A. Traffic counts, when available B. Geographic information systems (GIS) data C. Preliminary station planning area analysis

3. DELIVERABLES AND SCHEDULE Deliverables shall be considered those tangible work products such as reports, draft documents, data, interim findings, drawings, schematics, training, meeting presentations, final drawings and reports. Deliverables and schedule for this project shall include:

Deliverable # Description Estimated Completion Date 1 System Funding and Revenue

Sharing Agreement (A) January 2013

2 Station Plan and Service Area (B) January 2013 3 Pricing Strategy, Payment Systems,

and Marketing Plan (C) January 2013

4 Operations and Maintenance Agreement

March 2013

5 Acquire and Install system (D) April 2013 All deliverables and resulting work products from this contract will become the property of the City of Portland. 4. PLACE OF PERFORMANCE

N/A


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5. PERIOD OF PERFORMANCE The City anticipates having the selected contractor begin work on or after July 1, 2012, The City also anticipates the contract will be for an initial five (5) year period with the option to renew for up to an additional five (5) year period, taken individually or in multiple years, for a total maximum period of not more than ten (10) years. 6. INSURANCE – PROOF OF COVERAGE: Work shall not commence until all insurance requirements have been met and certificates thereof have been filed with the Chief Procurement Officer or the Auditor. All insurance requirements shall be as indicated within the attached sample Contract. 7. PUBLIC SAFETY Public safety may require limiting access to public work sites, public facilities, and public offices, sometimes without little advance notice. The contractor shall anticipate delays in such places and include the cost of delay in the costs in its Proposal. The contractor’s employees and agents shall carry sufficient identification to show by whom they are employed and display it upon request to security personnel. City project managers have discretion to require the contractor’s employees and agents to be escorted to and from any public office, facility or work site if national or local security appears to require it.

SECTION C ATTACHMENTS 1. Exhibit A - SAMPLE SERVICES CONTRACT The sample services contract, shown as Exhibit A, is the City’s standard contract for these services and will be used as a result of this selection process. Any deviations from this contract shall be clearly identified in the Proposal.


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PART II PROPOSAL DEVELOPMENT SECTION A PROPOSAL PREPARATION 1. PRE-PROPOSAL MEETING There will be a non-mandatory pre-proposal meeting for this project at 2:00pm on Thursday, March 29, 2012 at the Portland Building, 1120 SW 5th Ave, Suite 800, Portland Oregon 97204. 2. INVESTIGATION The Proposer shall make all investigations necessary to inform itself regarding the work or services to be furnished.

3. QUESTIONS OR CLARIFICATIONS It shall be the Proposer’s responsibility to ask questions, request changes or clarifications, or otherwise advise the City of Portland, Procurement Services if any language, specifications or requirements of an RFP appear to be ambiguous, contradictory, or appear to inadvertently restrict or limit the requirements stated in the RFP to a single source. Every attempt shall be made to ensure that the Proposer receives an adequate and prompt response. However, in order to maintain a fair and equitable RFP process, all Proposers will be advised, via the issuance of an addendum to the RFP, of any relevant or pertinent information related to the procurement. Questions and requests for clarification regarding this Request for Proposal must be directed in writing, via email or fax, to the person listed below at least ten (10) calendar days prior to the Proposal due date. Therefore, Proposers are advised that any questions received less than ten (10) calendar days prior to the RFP opening date may not be answered.

Celeste King, CPPB Procurement Services 1120 SW Fifth Avenue, Room 750 Phone: 503-823-4044 Portland, Oregon 97204 Fax: 503-865-3477 [email protected]

If, in the opinion of the Chief Procurement Officer, additional information or interpretation is needed by the Proposers, an addendum will be issued. Any addendum or addenda issued by the Chief Procurement Officer that may include changes, corrections, additions, interpretations, clarifications, or information, and issued seventy-two (72) hours or more before the scheduled closing time for submitting the Proposal, Saturday, Sunday, and legal holidays not included, shall be binding upon the Proposer. City shall supply copies of such addenda to all Proposers who have obtained copies and are on the plan holder list of the RFP documents for the purpose of responding thereon, but failure of the Proposer to receive or obtain such addenda shall not excuse the Proposer from compliance therewith if awarded the contract. 4. CONTRACT REVIEW The Services Contract as attached hereto contains the terms and conditions that will govern this Contract between the City of Portland and the successful Proposer. The City of Portland is not inclined to negotiate any portion of this contract, however, if a Proposer believes any of the terms and conditions contained in the City’s contract are unnecessarily restrictive, limit competition, or would like to request that specific terms and conditions contained in the contract document be considered for negotiation, they shall submit a written request for negotiation to the City at least seven (7) working days prior to the Proposal due date as indicated above. The request shall identify the specific provision the Proposer would like to negotiate, an explanation of why the Proposer believes the provision should be a negotiable provision, and the suggested revised language. Requests that are not submitted in this format may not be considered. Requests that state the entire contract be negotiated will not be considered. If the City decides that a contract term can be changed, or is willing to consider negotiation of a term, an addendum will be issued. If no addendum is issued, the City will not consider negotiation of its standard contract terms. THIS WILL BE THE OFFEROR’S ONLY OPPORTUNITY TO TAKE EXCEPTION TO ANY OF THE TERMS AND CONDITIONS CONTAINED WITHIN THE CONTRACT AND TO REQUEST THE NEGOTIATION OF PROVISIONS CONTAINED IN THE CONTRACT. ANY PROPOSAL WHICH TAKES EXCEPTION TO TERMS AND CONDITIONS OF THE SAMPLE CONTRACT THAT HAVE NOT BE IDENTIFIED BY ADDENDUM AS SUBJECT TO NEGOTIATION OR


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WHICH MAKE THE PROPOSAL CONTINGENT UPON ACCEPTANCE OR NEGOTIATION OF OTHER TERMS AND CONDITIONS SHALL BE DEEMED NON-RESPONSIVE AND THE PROPOSAL SHALL BE REJECTED. 5. ORAL INSTRUCTIONS Oral instructions or information concerning the RFP documents or the project given out by officers, employees, or agents of the City to prospective Proposers shall not bind the City. Any changes or revisions to the specifications shall only be binding if issued in writing by the City by addendum. The City reserves the right to officially amend or cancel an RFP after issuance. 6. COST OF RESPONDING This Request for Proposal does not commit the City to pay any costs incurred by any Proposer in the submission of a response, or in making necessary studies or designs for the preparation thereof, or for procuring or contracting for the items to be furnished under the RFP. 7. PERMITS AND LICENSES The successful Proposer shall include in their Proposal the cost to obtain or maintain all permits, certifications and licenses that may be required to perform the contract. 8. INTERGOVERNMENTAL CO-OPERATIVE PURCHASING The Proposer agrees to extend identical prices and services under the same terms and conditions to all public agencies. Requirements stated herein reflect the City of Portland usage only.

A public agency wishing to utilize like services will execute its own contract with the awarded contractor for its requirements. The successful contractor shall provide quarterly usage reporting of the City of Portland as well as that of other public agencies to the City of Portland, Procurement Services. Any Proposer, by written notification included with their Proposal, may decline to extend the services, prices and terms of this RFP to any and/or all other public agencies. 9. CHANGES TO THIS RFP The City reserves the right to modify, revise or cancel this RFP. Receipt and evaluation of Proposals or the completion of interviews do not obligate the City to award a contract. SECTION B PROPOSAL SUBMISSION 1. PROPOSALS DUE By submitting a Proposal, the Proposer agrees to provide all services specified within the RFP, at the times and prices indicated, pursuant to all requirements and specifications as contained therein. Sealed Proposals must be received in this office no later than the date shown on the cover of this solicitation. The outside of the envelope shall plainly identify the subject of the Proposal, the RFP number and the name and address of the Proposer. Responses received after time or date listed herein shall not be considered. Proposals received after the scheduled closing time for filing will be returned to the Proposer unopened. 2. PROPOSAL Proposals must be clear, succinct and not exceed forty (40) pages, excluding Attachment materials. Proposers who submit more than the pages indicated may not have the additional pages of the Proposal read or considered. For purposes of review and in the interest of the City's Sustainable Paper Use Policy and sustainable business practices in general, the City requests the use of submittal materials (i.e. paper, envelopes) that contain post-consumer recycled content and are readily recyclable. Submittals shall not include 3-ring binders or any plastic binding, folder, or indexing material. Reusable binding posts, clips, or rings and recycled content paper envelopes or folders are examples of acceptable bindings. Submittals shall be printed on both sides of a single sheet of paper wherever applicable; if sheets are printed on both sides, it is considered to be two pages. Color is acceptable, but content should not be lost by black-and-white printing or copying.


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All submittals will be evaluated on the completeness and quality of the content. Only those firms providing complete information as required will be considered for evaluation. The ability to follow these instructions demonstrates attention to detail. 3. PROPOSAL SUBMISSION Security and confidentiality of the transmitted data: For purposes of this proposal submission, the proposer shall submit: one (1) complete original printed copy, ten (10) copies, one (1) electronic copy in PDF format submitted on CD or USB flash drive, one (1) complete Redacted for Public Disclosure Copy and one (1) electronic Redacted for Public Disclosure Copy in PDF format submitted on CD or USB flash drive. If Proposer has no redactions, provide a written statement to that effect. The entire proposal shall be received at the place, and on or before the time and date, specified on the first page of the proposal document. 4. REDACTION FOR PUBLIC RECORDS Any portion of a Proposal that the Proposer claims as exempt from disclosure must meet the requirements of ORS 192.501(2) and ORS 192.502(4). When preparing its Proposal submission, the Proposer shall provide one (1) Redacted for Public Disclosure Copy of their Proposal with their submission. The Redacted for Public Disclosure Copy shall be a complete copy of the submitted Proposal in which all information that the Proposer deems to be exempt from public disclosure has been redacted. For the purpose of the Redacted for Public Disclosure Copy, “redaction” means “the careful editing of a document to remove confidential references; a revised or educated document thereby obscuring the exempt information but otherwise leaving the formatted document fully intact.” Proposers shall include a summary page(s) at the beginning of their Redacted for Public Disclosure Copy detailing the location of all redacted information. When exempt information is mixed with nonexempt information on the same page, the exempt information must be redacted in such a way as to allow the disclosure of the non-exempt information. Should the Proposer determine that no redaction is required, that statement may be included within the text of the Cover Letter (see subsection 6.a below). If a Proposer fails to submit a Redacted for Public Disclosure Copy of their Proposal as required, the City may release the Proposer’s original Proposal without redaction. Please refer to the STANDARD TERMS AND CONDITIONS for more information about confidential information within public records.

5. CONFLICT OF INTEREST A Proposer submitting a Proposal thereby certifies that:

A. the Proposer or any associate of the Proposer has no knowledge of an actual, apparent or potential conflict of interest with regard to any member of the City’s evaluation or selection team for this RFP;

B. the Proposer or any associate of the Proposer has not conducted prior work on the Project described in this RFP, or participated in preparing any part of the RFP or any documents or reports related to the RFP or to which the RFP refers;

C. the Proposer or any associate of the Proposer has not offered to a Public Official (Public Official includes all City employees), and the Proposer is not aware of any Public Official that has solicited or received, directly or indirectly, any pledge or promise of employment or other benefit based on the understanding that the Public Official’s vote, official action or judgment would be influenced thereby;

D. the Proposer or any associate of the Proposer does not have any past, present or currently planned interests which are an actual, apparent or potential Conflict of Interest with respect to this RFP or award of the Contract or performing the work for the Cit;,

E. no officer, agent or employee of the City who has a pecuniary interest in this RFP has anticipated in the contract negotiations on the part of the City;

F. the Proposal is made in good faith without fraud, collusion, or connection of any kind with any other Proposer of the same request for proposal; and

G. the Proposer is competing solely in its own behalf without connection with, or obligation to, any undisclosed person or firm.

6. PROPOSAL ORGANIZATION The Proposers must provide all information as requested in this Request for Proposal (RFP). Responses must follow the format outlined in this RFP. Additional materials in other formats, may be considered. The City may reject as non-responsive at its sole discretion any Proposal or any part thereof, which is incomplete, inadequate in its response, or departs in any substantive way from the required format. Proposal responses shall be organized in the following manner:


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a. Cover letter which shall be addressed as indicated on the cover page of this proposal b. Funding, Implementation and Operations Plan c. Proposers Capabilities d. Diversity in Employment and Contracting Requirements

As part of the proposal response, the respondent will provide the number of proposal copies as requested on the cover page of this RFP including the following:

1. Attachment A – Representations, Certifications, and Acknowledgements 2. Attachment B – Non-Collusion Affidavit 3. Attachment C – Disadvantaged Business Enterprise (DBE) Supplemental Required Contract Provisions 4. Attachment D – Proposal Certification Statement 5. Attachment E – Equal Benefits Compliance Worksheet/Declaration

6.a. COVER LETTER and PROPOSER CERTIFICATION STATEMENT (2 pages) By submitting a response, the Proposer is accepting the General Instructions and Conditions of this Request for Proposal (reference second page of the Proposal). The Cover Letter must state the name(s) of the person(s) authorized to represent the contractor in any negotiations, the name(s) of the person(s) authorized to sign any contract that may result, the contact person’s name, mailing or street addresses, phone and fax numbers and email addresses. A legal representative of the successful firm, authorized to bind the firm in contractual matters, must sign the Cover Letter and the Proposal. If appropriate, include firm’s City of Portland Business License number as well as the Equal Opportunity Employer (EEO) expiration date. The Proposer must submit Attachment D - Proposer Certification Statement with the Proposal. Failure to provide required information will be grounds for finding the contractor non-responsive and the entire Proposal will be disqualified. 6.b Funding, Implementation and Operations Plan (25 pages) Proposers must submit a plan that describes in detail how they propose to meet the technical requirements outlined in Sections A-E of Part I, Section B.1 of this solicitation. Specifically, the plan must address:

A. System Funding and Revenue Sharing Proposal

Provide a cost proposal for the installation of plus five (5) years of operations for a bike share system in Portland that addresses the goals outlined in the technical requirements section of this request for proposals. The cost proposals must state the cost of providing the services requested by this RFP for a period of five (5) years. Proposers may suggest how that price will change in subsequent years. The cost proposal should provide a breakdown of the various costs to install/implement and operate the bike share system and include all related expenses, including but not limited to, the cost of procuring the bicycles and stations, the cost of ongoing maintenance, and the cost of marketing the program.

The proposal must describe in detail how the operations and maintenance of the bike share system will be funded. Provide as much detail as possible about system and station sponsors and how to address the need for additional resources to implement the system and provide on-going operations and maintenance. Identify any private sponsorship commitments that the Proposer has secured. Include annual gross and net revenue projections for the five year service period based on two membership and user-fee pricing models described below in Part I, Section B, 6.b (C). This should include, but not be limited to, the number of day passes and long term membership sold, bicycle trip fees, private sponsorships and any other sources of projected revenues. Provide an estimate of the valuation and approach to sponsorship along with a detailed methodology of valuing the City’s assets and projecting all other sources of revenue. Detail the proposed sharing with the City of gross and/or net revenues. Proposers are invited to discuss their vision and plan for expanding Portland bike sharing service area. The proposal must provide financial reporting in sufficient detail to allow for an evaluation of the financial stability of the proposer and major sub-contractors. The financial report must include an accounting of outstanding debts and actual revenue over the past five years, along with revenue projections for the next five years.


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The proposal may assume that up to $1.8 million in federal funds can be used for reimbursement of the costs of purchasing and installing bikes and other systems. The federal funds are not available for ongoing operations and maintenance and will be provided on a reimbursement basis only. The Proposer will be responsible for documenting that all of the applicable federal requirements have been met. Public-private partnerships will play a key role in promoting active, sustainable transportation and reducing the cost of providing bike sharing to Portlanders. The City envisions offering sponsor attribution through many potential venues (including name or logo placement on bicycles, kiosks, receipts, bike sharing web sites and social media tools) and/or in conjunction with a public interest message through the aforementioned media. Due to legal and social constraints, the City cannot allow paid advertising in the right-of-way in exchange for sponsorship; funding proposals cannot include paid advertising in the right-of-way. The following types of third parties shall not be eligible to participate in the sponsorship program: any business or organization that restricts membership or access based upon any category protected under the City’s civil rights ordinance or state or federal law and/or any business or organization that is not legally open to, or may not legally sell its products or provide its services to citizens of all ages.

B. Station Service Area Plan

Provide a proposed service area and preliminary station plan for the System and describe the rationale and methodology for the proposed area and station plan. Station locations should emphasize maximizing ridership across all demographics while minimizing operating costs and the loss of on-street parking revenue. The City’s research suggests Portland’s Central City is able to support a network of stations and bicycles. However, Proposers are invited to submit a service area and station plan that they feel best serves Portland. The station and service areal plan area plan and methodology must incorporate a plan to provide access for underserved populations. Proposers are encouraged to submit plans that serve areas outside of the Central City, especially satellite stations serving high capacity transit stops or a neighborhood business district with sufficient trip demand to support a bike share station. Please describe any experience or lessons learned with respect to service areas and station location specific to serving underserved populations with bike share.

C. Pricing Strategy, Payment Systems, and Marketing Plan

Describe how your system will integrate bike sharing payment systems into existing transit and parking payment technologies in Portland. Describe how your proposed system will leverage Portland’s investments in bicycle infrastructure, light rail, streetcar, aerial tram and bus.

Provide two membership and user fee pricing models with ridership and net revenue projections for each model. Describe the rationale for each model, including pros and cons and appropriateness for Portland. Describe how you are proposing to collect and process payments in a manner that is consistent with City requirements and state laws including identifying any third party vendors involved in the collection of payments and working with the City’s financial institutions to process credit card payments.

Describe how your proposed membership models promote and incent membership across a wide spectrum of user demographics. Please include strategies to reach low-income and other traditionally underserved populations. Describe how your membership model could meet the needs of those who don’t use traditional banking services.

Describe how you are planning to partner with the City to brand and market a successful bike share system. Identify and describe your plan to develop web content and mobile applications, manage social media, and leverage other efforts to maximize membership across all demographic groups in Portland. Describe how your marketing plan will reinforce rules of road, safety tips, rider etiquette and promote the sharing of multi-used paths. Describe how you plan to use the station kiosks or information panels on bicycles to support safe riding and promote appropriate behavior.


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D. Acquire and Install System The successful Proposer will purchase and/or supply stations that are functional and appropriate for deployment in Portland. The system will be operable no later than April 2013 for at least five (5) years. The bicycles and all components of the system including all system hardware and software, shall be warranteed, ideally, for a period of five (5) years. Please describe in detail:

1. The ownership model (City owned vs. Contractor owned) and provide rationale for proposed model. Please describe any similar contractual relationships with other cities or jurisdictions. The City’s preference is to own the bicycles and stations purchased with federal funds. Proposers who wish to own the system will need to be able to demonstrate the City that the system will not be subject to repossession.

2. The types of bicycles to be used in the system, including a full description of the:

a. Bicycle size and ability to fit all users – including ease of adjustability b. Any variability in the fleet composition including three wheeled bicycles or bicycles that allow for

carrying children, cargo or multiple passengers c. Lights (include type, mounting location, lumen output and power source – battery or self-

powered) d. Fenders e. Lock (if available) f. Basket or other cargo carrying device g. Seat h. Brakes i. Gears j. Tire size and puncture resistant technology, if available k. Bell l. Locations on the bicycle for City information (e.g. maps or laws) m. Locations on the bicycles for sponsorships n. GPS capability o. Manufacturing location (city, state/prov. country) p. Other, as appropriate

3. The stations to be deployed for the system, including a full description of the:

a. 24-hour power supply for the stations b. Necessary infrastructure to support the stations including any excavation or roadwork other than

striping, road marking, or signage c. Station’s durability and scratch, graffiti, or rust, resistance d. Ability to dispense complementary materials, such as the ability the sell or dispense bicycle

maps, bike helmets or other information from the kiosk, if available e. Ability to accommodate a variety of bicycle types including three wheeled bicycles or bicycles that

allow for carrying children, cargo or multiple passengers either at the outset of the program or in future years

f. Surface area available on the station or kiosk for information or wayfinding g. Station or kiosk’s ability to communicate with other and using complementary technologies h. Draft site plan, including station dimensions i. Ability and ease in relocating stations

4. The user experience, with an emphasis on how the system is:

a. Approachable to the non-cycling general public and tourists b. Easy to use with clear instructions c. Fast, reliable, and intuitive to all users d. Describe if and how your system is able to provide information and customer service in multiple

languages e. Describe your plan to provide helmets for bike sharing users


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5. Describe how the proposal could take advantage or specifically increase the capacity and employment of Portland’s bicycle building industry.

6. Describe the extent and duration of the proposed warranty on bicycles, components, stations, software

and hardware or other relevant items associated with operating a bike share system.

7. Describe the types of data the system is able to generate and store, and how the system is able to provide security of credit card information, user identities and other relevant information. Please describe how the City and others will be able to use the ridership and usage data to evaluate the program.

E. Operations and Maintenance Agreement

The successful Proposer will enter into a Services Contract with the City to operate a bike sharing system for 5 years, 24 hours per day, 365 days per year. The Proposer shall be responsible for the day-to-day operation and maintenance of the bike sharing system. Outline your proposed Maintenance and Repair Plan and provide a schedule for routine maintenance, cleaning, replacement of bicycles and stations within the proposed budget. Provide a proposed Service Level Agreement which addresses performance metrics for system functionality, station and bicycles in service estimates, station and bicycle cleanliness, graffiti removal, bicycle distribution and any other relevant metrics.

Describe your proposed customer service and support plan for the system including sketch staffing plans and job descriptions. The Funding, Implementation and Operations Plan will be considered jointly for purposes of awarding points

F. Statement on Use of Federal Funds: Discuss how you use federal funds available for the project. Discuss how

you will prepare the documentation necessary to demonstrate compliance with the all applicable federal regulations, the applicable federal regulations are described in Sections 44-49 of the Special Terms and Conditions.

6.c PROPOSERS CAPABILITIES and Project Team: (12 pages) Proposers must include a detailed description of their capacity and expertise to conduct these tasks, including but not limited to:

A. Description of similar projects performed within the last five (5) years which best characterizes the Proposer’s capabilities, work quality, cost control, and ability to serve underserved communities

B. Description of other bicycle sharing projects with other government agencies C. Description of the Proposer’s resources available to perform the work for the duration of the project and other on-

going projects D. Description of the Proposer’s internal procedures and/or policies associated or related to work quality and cost

control E. Describe firm’s management and organizational capabilities; F. Describe all relevant prior experience in creating and implementing effective operation, maintenance and repair

plans; describe the economic impact of such plans with respect to job creation. G. Discuss the proposers financial capabilities including annual revenue and liabilities. H. Describe how your firm’s approach to meeting the contract work requirements will reinforce and support the City’s

Climate Action Plan. List up to five (5) specific greenhouse gas reducing practices the firm will commit to as part of meeting the contract work requirements (such as using bicycles as the primary mode of transportation when providing maintenance services, use of recycled content/locally manufactured products, use of maintenance products that do not emit gases with high global warming potential (GWP), etc.)


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Identify the approximate number of people to be assigned to the project including names of key team members, who will perform the work on this project, if known, and:

A. Their responsibilities on this project B. Current assignments and location C. Experience on similar or related projects D. Unique qualifications E. Percentage of their time that will be devoted to the project

Extent of company’s principal member’s and team’s involvement Team qualifications and experience on similar or related projects including, but not limited to:

A. Qualifications and relevant experience of prime contractor B. Qualifications and relevant experience of sub-contractors, if any C. Project manager's experience with similar projects

Please describe the number and types of jobs this project will create in Portland. Describe any partnerships with local workforce training, job placement, and/or community organizations that that help ensure job opportunities for people from traditionally under-represented communities. Describe whether these partnerships are new or existing.

Describe or provide a detailed description of approach to overall management and integration of all activities required by the scope of work, including the management objectives and techniques that demonstrate how the work requirements will be met. Include an organizational chart and relevant information about lines of authority and responsibility, a statement regarding how the firm is prepared to respond promptly to problems, program or personnel changes over the life of the bike share system.

6.d DIVERSITY IN EMPLOYMENT AND CONTRACTING REQUIREMENTS: (2 pages) The City values diversity in its workforce and in the workforce of those who contract with the City. There is significant interest in extending contracting opportunities to certified Disadvantaged Business Enterprises (DBE) and minority, women, and small business firms at both a prime and subcontracting level. The City is committed to ensuring that such firms receive opportunities and equal consideration to be awarded City contracts. The City recognizes that there are several ways to encourage diversity in the contracts it awards. The list below is provided as a catalyst to generate ideas on how Proposers may meet this objective:

A. Internal work force, Equal Employment Opportunity, technical training and mentoring B. Emphasize the way this project will provide developmental opportunities and sustainable business growth for

Certified DBE firms, minority, women, and small business firms C. Point to a long-term history of strategic alliances and partnership with M/W/ESBs that will be used to perform a

commercially useful function on this project D. Place particular emphasis on a project-specific partnership with M/W/ESBs E. Carve out a meaningful scope of work based on the expertise of their M/W/ESB partner firm(s)

All Proposers responding to this solicitation shall address the following factors:

A. MBE, WBE & ESB Certification B. EEO & Workforce Diversity

1. Describe how your firm has historically provided opportunities for minorities and women to receive training

and work within your firm 2. Describe your existing relationships with M/W/ESB firms including a description of your supplier diversity

program


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3. If your company currently has underrepresentation of minorities or women within your current workforce, describe how, over time, you propose to remedy the underutilization

4. Discuss any project-specific opportunities for technical training and/or employment of underrepresented groups you would commit to. Are there other outreach (through local schools or community-based organizations) that you consider to be viable in light of the size and scope of this project? What resources might your firm address to such needs?

The City expects thoughtful consideration to be given to which EEO/Diversity and M/W/ESB program components make sense to individual Proposers on this particular project.

A. Provide a narrative description of the company's experience in promoting participation on the part of minority-owned, women-owned and emerging small business (M/W/ESB) enterprises as partners, consultants or suppliers on previous projects.

B. Include a description of your firm’s supplier diversity program:

1. How long has it been in existence and what were the driving factors for establishing the program? 2. What results has it had to increase your company’s M/W/ESB participation? 3. Who is the individual responsible for your company’s M/W/ESB initiative? Provide their experience with

the M/W/ESB community. C. Discuss any innovative or particularly successful measures that your firm has undertaken to work with M/W/ESB

firms on other projects. D. Include a list of those certified M/W/ESB firms with which your firm has had a contractual relationship during the

last twelve (12) months. E. Describe your diversity solution where you, as the prime contractor, sub-contract services in a partnering

relationship with a certified M/W/ESB firm: 1. How do the M/W/ESB(s) that you partner with benefit from the relationship with your firm? 2. Describe what you consider your first-tier diversity solution where you utilize a certified M/W/ESB firm as

the prime contractor and your company works as an alliance partner. 3. How do you evaluate the credentials of your M/W/ESB suppliers? 4. Describe how your firm could increase the utilization of certified M/W/ESB firms in service of the City

contract if you are the winning Proposer? Describe your outreach plan to M/W/ESBs for this project. If your firm is not utilizing existing relationships as described above or is able to undertake additional outreach to improve opportunities for minority, women, and emerging small business, describe your outreach program or plan for obtaining maximum utilization of M/W/ESB firms on this project. Proposers not drawing on existing relationships with M/W/ESB firms should describe what outreach efforts will be pursued in order to make contracting opportunities available to M/W/ESBs. A suggested set of possible actions is listed below but firms may propose their own plan to make subcontracting opportunities available to M/W/ESBs:

A. Identify probable subcontracting opportunities by type of work, potential size of subcontract, etc. B. Advertising in the Daily Journal of Commerce, Skanner, Oregonian, Observer, El Hispanic News, Asian Reporter,

and/or other trade publications to notify potential M/W/ESBs and other diverse groups of contracting opportunities C. Utilizing certified M/W/ESB firms from the State of Oregon certification list, or other source, as a basis for direct

outreach in likely subcontracting areas D. Meeting with potential M/W/ESB subcontractors in order to encourage collaboration and partnering E. Documenting Proposal(s) received from M/W/ESB firms and identify Proposal(s) accepted and reasons for

rejection of such Proposal(s), if and Proposal(s) are rejected F. Providing mentoring, technical or other business development services to M/W/ESB team members G. Initiating other efforts as might be useful for this particular project

M/W/ESB COMPLIANCE AND REPORTING


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If your company will be utilizing M/W/ESBs on this project, please list those firms and detail their role within the present solicitation. The City will enforce all EEO/Diversity and M/W/ESB commitments submitted by the successful Proposer. All Proposers shall identify the following:

A. The name of ALL subcontractors on the project B. The names of all MBE, WBE and ESB firms. If firms have more than one certification (ESB and MBE) note that on

the form C. The proposed scope or category of work for each subcontract D. If the Proposer will not be using any subcontractors, the Proposer will indicate “NONE” with the Proposal

7. WITHDRAWAL, MODIFICATION OR ALTERATION OF PROPOSAL Prior to the RFP opening, changes may be made provided the change is initialed by the Proposer or authorized agent. Also, a proposal may be withdrawn upon written request of the Proposer prior to the scheduled closing time for accepting proposals. Negligence on the part of the Proposer in preparing their Proposal confers no right to withdraw their response after the scheduled closing time for filing Proposals. As a result of any of these actions, if the intent of the Proposer is not clearly identifiable, the interpretation most advantageous to the City will prevail. 8. LATE PROPOSALS Proposals received after the scheduled closing time for filing will be returned to the Proposer unopened. Due to heightened security measures in the Portland Building, Proposers should allow extra time when delivering bids to Procurement Services. It is the responsibility of the Proposer to ensure their proposal is submitted in the proper form and in accordance with the time, date, and location specified in the RFP. 9. CANCELLATION The City of Portland reserves the right to modify, revise or cancel this RFP. Receipt and evaluation of Proposals or the completion of interviews do not obligate the City to award a contract.


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PART III PROPOSAL EVALUATION

SECTION A PROPOSAL REVIEW AND SELECTION

1. EVALUATION CRITERIA: Each Proposal shall be evaluated on the following evaluation criteria, weighting, and maximum points, as follows:

Maximum Criteria Score

A. Cover Letter 0 B. Funding, Implementation and Operations Plan 50 C. Proposer’s Capabilities and Project Team 40 D. Diversity in Employment and Contracting Requirements 10

TOTAL 100

2. PROPOSAL REVIEW A selection review committee will be appointed to evaluate the Proposals received. For the purpose of scoring Proposals, each of the Committee members will evaluate each Proposal based upon the criteria listed above. In order to assist the evaluation committee, they may seek outside expertise, including, but not limited to, technical advisors. For contracts over $500,000, the Committee's recommendation will be submitted to the Portland City Council for approval. The City has the right to reject any or all Proposals for good cause, in the public interest. For this project, the City intends to have a review panel that includes representatives from Oregon Department of Transportation, Metro and a representative from Portland’s Environmental Justice community. The Contractor shall be selected by the following process:

A. A contractor evaluation committee will be appointed to evaluate submitted Proposals. B. The committee will score the Proposals according to the criteria, based on the information submitted. C. The committee will require a minimum of 20 working days to evaluate and rank the Proposals. D. A short list of Proposers may be selected for oral interviews if deemed necessary. E. If oral interviews are determined to be necessary, the interview will add up to 50 points to written score with the

aggregate of the two scores selecting the contractor. F. The City of Portland may exercise one of the following options:

1. Conduct serial negotiations, beginning with the highest scoring Proposer. Such negotiations could lead to

an award of a contract or the City may decide to terminate the negotiations if it determines that negotiations are unlikely to result in an acceptable contract to the City within a reasonable period of time. If negotiations are terminated, the City may cancel the solicitation or proceed to negotiate with the next highest scoring Proposer in the same manner. The City may then continue to negotiate with Proposers further down the list in the order that scores were received or cancel the solicitation; or

2. Conduct simultaneous competitive negotiations with the two highest scored Proposers. Such negotiations

could lead to an award of a contract or the City may decide to terminate the negotiations with either or both when, in the City’s sole discretion, it determines that negotiations are unlikely to reach a contract acceptable to the City within a reasonable period of time. The City may then continue to negotiate with Proposers further down the list in order that scores were received or cancel the solicitation; or

3. Establish a competitive range of Proposers who appear likely to be able to receive an award of a contract,

to initiate discussion with such Proposers to inform them of deficiencies in their initial responses, notify them of parts of their response for which the City would like additional information or otherwise allow eligible Proposers to develop revised responses that will allow the City to obtain the best response based on the requirements and evaluation criteria set forth in the RFP. In proceeding with this option, the City will follow the requirements of PCC 5.33.215 regarding discussions, negotiations and, if desired, best and


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final offers.

4. The City’s choice of how to proceed, its decision to begin or terminate negotiations, its determination of a reasonable time, its decision to open negotiations with a lower scoring Proposer, and any decision that a solicitation should be cancelled are all within the City’s sole discretion.

Proposers who are eliminated at any stage of the evaluation process will be notified of their elimination. At that time, Proposers who wish to protest their elimination shall file a protest within seven (7) calendar days of the notice. Following final selection, if any, the City will issue a Notice of Intent to Award a contract to the Successful Proposer. 3. CLARIFYING PROPOSAL DURING EVALUATION PERIOD During the evaluation process, the City has the right to require any clarification or change it needs in order to understand the Proposer's view and approach to the project and scope of the work. Any changes to the Proposal will be made before executing the contract and will become part of the final contractor contract. 4. PROPOSALS ARE PUBLIC RECORDS All information submitted by Proposers shall be public record and subject to disclosure pursuant to the Oregon Public Records Act (ORS 192.410 et seq.), except such portions of the Proposals for which Proposer requests exception from disclosure consistent with Oregon Law. Any portion of a Proposal that the Proposer claims constitutes a “trade secret” or is “confidential” must meet the requirements of ORS 192.501(2) and ORS 192.502(4).

If a request to inspect the Proposal is made, the City will notify the Proposer of the request. If the City refuses to release the records, the Proposer agrees to provide information sufficient to sustain its position to the District Attorney of Multnomah County, who currently considers such appeals. If the District Attorney orders that the records be disclosed, the City will notify the Proposer in order for the Proposer to take all appropriate legal action. The Proposer further agrees to hold harmless, defend and indemnify the City for all costs, expenses and attorney fees that may be imposed on the City as a result of appealing any decision regarding the Proposer’s records.

5. LOCAL CONTRACTING The City: prefers goods or services that have been manufactured or produced by a local business if price, fitness, availability and quality are otherwise equal; desires to employ local businesses in the purchase, lease, or sale of any personal property, public improvements or services; and wants the residents of the State of Oregon and SW Washington to benefit from optimizing local businesses and services, and the local employment opportunities they generate. 6. AWARD REVIEW AND PROTEST PROCEDURE REVIEW: ORS 279B.060(5)(a) provides: “Notwithstanding ORS 192.410 to 192.505, Proposals may be opened in a manner to avoid disclosure of contents to competing Proposers during, when applicable, the process of negotiation, but the contracting agency shall record and make available the identity of all Proposers as part of the contracting agency’s public records from and after the opening of the Proposals. Notwithstanding ORS 192.410 to 192.505, Proposals are not required to be open for public inspection until after the notice of intent to award a contract is issued.” REVIEW: Following the Notice of Intent to Award, the public may view Proposal documents, but the City is entitled to withhold from disclosure any materials defined as exempt or conditionally exempt from disclosure pursuant to the Oregon Public Records Act. Proposers shall designate information they consider exempt or conditionally exempt from disclosure by stamping the word “Confidential” on such documents or by otherwise indicating the documents are considered to be confidential. Materials so designated and meeting the requirements for exempt or conditionally exempt information will not be disclosed unless the Multnomah County District Attorney determines that disclosure is required after appeal. The City reserves the right to disclose materials inappropriately marked as exempt or conditionally exempt and to withhold from disclosure materials that meet standard but which were inadvertently not marked as confidential. Proposers not awarded the contract may seek additional clarification or debriefing, request time to review the selection procedures or discuss the scoring methods utilized by the Evaluation Committee, subject to the City’s authority to withhold documents, as stated above. PROTESTS: Proposers are permitted to challenge the City’s decision to exclude the Proposer from the next step in the evaluation process and/or to award a contract. Depending on the nature of the protest, Proposers may wish to review


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Portland City Code (PCC) 5.33.720, 5.33.730, and 5.33.740 regarding protest procedures, all of which may be found online at the City Auditor’s website. The Procurement Services shall post a Notice of Intent to Award to the successful Proposer. The Notice of Intent to Award shall be posted both on the Bureau’s Internet Web Page. A Proposer who is adversely affected or aggrieved by the award of contract or evaluation decision shall have seven (7) days after the issuance of the “Notice” to file a protest. The contents to be included in the protest are found in PCC 5.33.740. A protest is not valid if the Proposer would not be eligible to be awarded a contract if its protest were upheld. The Chief Procurement Officer will review any protest and issue a written decision. Whether there are further appeal processes depends on the discretion of the Chief Procurement Officer.

SECTION B CONTRACT AWARD

1. CONTRACTOR SELECTION The City will award a contract to the contractor whose Proposal is considered and evaluated as being the most advantageous to the City. The contractor selection process will be carried out under Portland City Code, Chapter 5.33. 2. CONTRACT DEVELOPMENT The Proposal and all responses provided by the contractor may become a part of the final contract. The form of contract shall be the City's Contract for Services. 3. NOTICE OF INTENT TO AWARD A notice of intent to award posted on the Procurement Services website does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing any equipment, suppliers and/or services, the contractor must receive a properly authorized purchase order or contract. 4. ASSIGNMENT OF ANTI-TRUST RIGHTS By entering into a contract, the Contractor, for consideration paid to the contractor under the contract, does irrevocably assign to the City of Portland any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future, including, at the City’s option, the right to control any such litigation on such claim for relief or cause of action, by reason of violation of the right to control any such litigation on such claim for relief or cause of action, by reason of violation of 15 USC SS 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the Contractor by any person, which goods or services are used, in whole or in part, for the purpose of carrying out the contractor’s obligation under this contract.

In the event the Contractor hires subcontractors to perform any of the Contractor’s duties under the contract, the Contractor shall require the subcontractor to irrevocably assign to the City of Portland, as a third party beneficiary any right, title or interest that has accrued or may accrue to the subcontractor by reasons of any violation of 15 USC SS 1-15, ORS 646.725 or ORS 646.730, including, at the City’s option, the rights to control of any litigation arising thereunder, in connection with any goods or services provided to the subcontractor by any person, in whole or in part, for the purpose of carrying out the subcontractor’s obligations as agreed to by the Contractor in pursuance of the completion of the contract. In connection with this assignment, it is an express obligation of the contractor that it will take no action, which will in any way diminish the value of the rights conveyed or assigned hereunder to the City of Portland. It is an express obligation of the Contractor to advise the City Auditor or the Office of the City Attorney of Portland, Oregon:

A. In advance, of its intention to commence any action on its own behalf regarding such claims for relief or causes of action;

B. Immediately, upon becoming aware of the fact that an action has been commenced on its own behalf by some other person or persons, of the pendency of such action; and

C. The date on which it notified the obligor(s) of any such claims for relief or causes of action of the fact of its assignment to the City of Portland.

Furthermore, it is understood or agreed that in the event that any payment under such claim is made to the Contractor, it shall promptly pay over to the city of Portland its proportionate share thereof, if any, assigned to the State hereunder.


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4. FAILURE TO EXECUTE CONTRACT Failure on the part of the Proposer to whom a contract is awarded to execute the contract and deliver the Contract and required documents with the required bonding and insurance certificates within twenty (20) calendar days shall be just cause for cancellation of the award and withdrawal of the Contract. Award may then be made to the next scored Proposer, or the work may be re-advertised, or otherwise as the City may decide.


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ATTACHMENT A (Complete this and submit with your proposal).

REPRESENTATIONS, CERTIFICATIONS, AND ACKNOWLEDGMENTS

The offeror represents and certifies as part of the offer that: (Check all applicable boxes or blocks.) The undersigned having full knowledge of the specifications for the item(s) listed herein offers and agrees that this offer shall be irrevocable for at least 90 calendar days after the proposal due date and time, and if accepted, to furnish any and/or all items(s) at the prices offered and deliver at the designated point(s) within the time specified in the schedule. VARIANCES Please note any variance from specifications. (Use separate sheet and attach to proposal.) RESIDENT OFFEROR All proposers must state whether or not they are an Oregon resident proposer. As defined in ORS 279A.120, a resident proposer is one who has paid unemployment taxes or income taxes in the state during the 12 calendar months immediately preceding proposal submission, has a business address in Oregon, and has stated in their proposal to be a resident proposer. Check one: Proposer is a ( ) resident proposer, or ( ) non-resident proposer. An Offeror filing an offer thereby certifies that no officer, agent or employee of the City has participated on behalf of the City in preparation of the offer or Price Agreement, that the offer is made in good faith without fraud, collusion, or connection of any kind with any other offeror for the same work, and that the Offeror is competing solely in his/her own behalf without connection with, or obligation to any undisclosed person or firm. WILL YOUR COMPANY PARTICIPATE IN INTERGOVERNMENTAL COOPERATIVE PURCHASING? ____ Yes ____ No If no, please explain on a separate sheet of paper and attach to offer. BUSINESS DESIGNATION (Check One): ____Individual, ____Sole Proprietorship, ____Partnership, ____Estate/Trust, ____Corporation, ____Public Service Corp., ___Government/ Non-Profit. CITY OF PORTLAND BUSINESS LICENSE NUMBER:______________ FEDERAL TAX ID#: ________________________ FIRM OR CORPORATION NAME: ________________________________________________________________________ DOING BUSINESS AS (If applicable): _____________________________________________________________________ NAME OF LOCAL REPRESENTATIVE (If applicable): ________________________________________________________ MAILING ADDRESS: ___________________________________________________________________________________ (Street, or P.O. Box)

___________________________________________________________________________________ (City, State, Zip Code) AREA CODE AND TELEPHONE NUMBER: ________________________________ FAX NUMBER: ___________________ E-MAIL ADDRESS: __________________________________ INTERNET ADDRESS: ______________________________ SIGNATURE OF AUTHORIZED PERSON: __________________________________________________________________ PRINT OR TYPE:___________________________________________________________________ (NAME) (TITLE) OFFER DATE:______________________________________________________________


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ATTACHMENT B

NON-COLLUSION AFFIDAVIT (Complete this Affidavit and submit with your proposal).

STATE OF COUNTY OF I, (Type/Print Name) , state that I am (Position Title)

of (Name of Firm)

.

and that I am authorized to make this affidavit on behalf of my firm, and its owners, directors, and officers. I am the person responsible in my firm for the price(s) and the amount of this proposal.

I state that: 1. The price(s) and the amount of this proposal have been arrived at independently and without consultation,

communication or agreement with any other contractor, Proposer, or potential Proposer, except as disclosed on the attached appendix.

2. Neither the price(s) nor the amount of this proposal, and neither the approximate price(s) nor approximate amount of this proposal, have been disclosed to any other firm or person who is a Proposer or potential Proposer, and the price(s), not approximate amount, will not be disclosed before proposal opening.

3. No attempt has been made or will be made to induce any firm or person to refrain from proposing on this ITB, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

4. The proposal of my firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

5. (Name of Firm) , its affiliates, subsidiaries, officers, directors and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to any offer on any public solicitation, except as described in the attached appendix.

I state that (Name of Firm) understands and acknowledges that the above representations are material and important, and will be relied on by THE CITY OF PORTLAND, OREGON in awarding the Price Agreement for which this proposal is submitted. My firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from THE CITY OF PORTLAND, OREGON of the true facts relating to the submission of our proposal and award of a Price Agreement.

Signature

Subscribed and sworn to before me this day of , 2010.

NOTARY PUBLIC My Commission Expires


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ATTACHMENT C

DISADVANTAGED BUSINESS ENTERPRISE (DBE) SUPPLEMENTAL REQUIRED CONTRACT PROVISIONS

The DBE program is administered by the Oregon Department of Transportation, Office of Civil Rights (OCR). Each Contract that includes Federal funding from FHWA/FTA/FAA must include the Required DBE Provisions and receive a DBE Goal assignment from OCR.

As the City is entering into this Contract under authority granted by ODOT's approval of the City as a certified agency for Federal-Aid Contracts, the DBE Supplemental Required Contract Provisions apply the same as if ODOT were the contracting agency.

The DBE Goal assigned to this Contract is: 0%

01.00 DBE Policy and Authorities:

(a) DBE Policy, Obligation, and Applicability - As required by 49 CFR Part 26, the Oregon Department of Transportation (ODOT) and Contractor/Consultant (hereinafter referred to as “Contractor”) agree to abide by and take all necessary and reasonable steps to comply with the policy set out below:

(1) DBE Policy - It is the policy of the United States Department of Transportation (USDOT) to practice nondiscrimination on the basis of race, color, sex and/or national origin in the award and administration of USDOT assisted contracts. Consequently, the Disadvantaged Business Enterprise (DBE) requirements of 49 CFR 26 apply to this agreement.

(2) DBE Obligation - ODOT and its Contractor agree to ensure that disadvantaged business enterprises as defined in 49 CFR 26 have the opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided by Federal Highway Administration (FHWA), Federal Transit Administration (FTA) and Federal Aviation Administration (FAA) under this agreement. ODOT and its contractors shall take all necessary and reasonable steps according to 49 CFR 26 to ensure that disadvantaged business enterprises have the opportunity to compete for and perform contracts. Neither ODOT nor its contractors shall discriminate on the basis of race, color, sex and/or national origin in the award and performance of Federal-Aid contracts.

(3) DBE Applicability - This applies to all contracts for personal services (including but not limited to architectural, engineering, land surveying and related services), trade services, goods, public works and public improvement projects financed in whole or in part with federal funds received from FHWA, FTA and FAA through ODOT. ODOT and its contractors shall conform to all applicable civil rights laws, orders, and regulations. ODOT and its contractors shall not discriminate on the basis of race, age, sex, color, religion, national origin, mental or physical disability, political affiliation, or marital status in the award and performance of ODOT contracts.

(b) Authorities - These Disadvantaged Business Enterprise (DBE) Supplemental Required Contract Provisions are authorized by the following laws, rules, regulations and guidelines, which, in conjunction with any pertinent policy memoranda or procedures issued by the FHWA, all of which are incorporated by reference into the provisions, govern ODOT's administration of the DBE Program. The USDOT Regulations (49 CFR Part 26) published in the Federal Register, effective March 4, 1999, established a requirement that all recipients of USDOT funds establish a DBE Program. The regulations are applicable both to


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ODOT's Federal-aid construction and to its non-construction activities.

The USDOT's legal authority for its DBE regulations includes Executive Order 11625 (October 13, 1971), which required that federal executive agencies develop comprehensive plans and programs to encourage minority business participation. USDOT requires ODOT to establish a DBE Program as a condition for receiving USDOT federal funds.

Title VI, Civil Rights Act of 1964. This Act concerns non-discrimination in federally assisted programs or activities on the grounds of race, color, sex or national origin.

The Program is also subject to the following laws: Section 30 of the Airport and Airway Development Act of 1970 and Section 520 of the Airport and Airway Improvement Act of 1982, as amended by the Airport and Airway Safety Capacity Expansion Act of 1987; Section 905 of the Railroad Act of 1978 (45 USC 903); and Section 19 of the Urban Mass Transportation Act of 1964, as amended (Public Law 95-599).

Oregon Revised Statutes, Chapters 200 and 279.

Oregon Administrative Rules, Chapter 121, Division 50, MBE/WBE Certification.

Contractor agrees that these Disadvantaged Business Enterprise (DBE) Supplemental Required Contract Provisions (including all references) shall be incorporated into all subcontracts, regardless of tier, describing the work to be performed by DBE firms on this project.

02.00 Abbreviations and Definitions - Abbreviations and definitions of words and phrases used in connection with the DBE Program are as follows:

AFDBE - African American owned Certified Disadvantaged Business Enterprise Contractor or Subcontractor.

ASDBE - Subcontinent Asian and Asian Pacific together referred to as "Asian American", owned Certified Disadvantaged Business Enterprise Contractor or Subcontractor.

BOC – Breakdown of Costs

City – City of Portland

Contract – Any project-specific contract, Price Agreement (PA), Work Order Contract (WOC) or Task Order entered into with Agency.

FAA - Federal Aviation Administration

FHWA - Federal Highway Administration

FTA - Federal Transit Administration

ODOT/Agency - Oregon Department of Transportation

OMWESB - The Office of Minority, Women and Emerging Small Business, which is authorized to certify DBE firms according to federal regulations.

USDOT - United States Department of Transportation

Broker - A business firm that provides a bona fide service, such as professional, technical, consultant or managerial


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services and assistance in the procurement of essential personnel, facilities, equipment, materials, or supplies required for the performance of the Contract.

Certified Disadvantaged Business Enterprise - A business firm certified by the OMWESB, indicating that it:

• Meets the criteria outlined in 49 CFR 26 regarding certification as a DBE; and • Possesses the required resources and expertise to perform designated types of work.

Commercially Useful Function - Commercially useful function is defined as follows:

49 CFR 26.55(c) defines commercial useful function as: a DBE is considered to perform a commercially useful function when it is responsible for execution of a distinct element of the work of a Contract and carrying out its responsibilities by actually performing, managing, and supervising the work involved. To determine whether a DBE is performing a commercially useful function, the recipient or Contractor shall evaluate the amount of work subcontracted, industry practices, and other relevant factors.

Commodity Codes - Codes assigned by the OMWESB to indicate the standard types of work the DBE provides.

Contractor's DBE Liaison Officer - The individual designated by Contractor to assist Contractor in meeting Contractor's responsibility of compliance with the legal requirements of the DBE program and with the contractual obligations imposed by these supplementary provisions including but not limited to assuring that the DBE subcontractors on this project perform a commercially useful function.

Contractor/Subcontractor - A licensed business participating in a Contract, subcontract, or other agreement which ODOT has awarded or to which ODOT has consented.

DBE Directory of Certified Firms - A publication (available in paper, disk copies, or Internet) listing all Disadvantaged Business Enterprises which are currently certified by the OMWESB. The Directory is provided to Contractor for use in identifying DBE firms whose participation on a Contract may be counted toward achievement of the assigned DBE participation goal.

DBE Eligibility - A firm is eligible to participate as a Disadvantaged Business if it meets the criteria as established by regulation and enforced by the certifying agency. A firm will no longer be able to participate as a DBE on current or future contracts when it receives notification of decertification, denial of recertification, or notice of graduation by the certifying agency.

Equipment - All machinery, tools, and apparatus needed to complete the Contract.

Federal-Aid Contract - Any Contract including consultant agreements or modifications of a Contract between ODOT and a Contractor which is paid for in whole or in part with USDOT financial assistance from FHWA, FTA or FAA.

Goal - An assigned numerical percentage value of the total dollar amount of a Contract award for DBE participation which, based on the waiver granted by the United States Secretary of Transportation, dated September 9, 2008, allowing group specific goals, is allocated solely for AFDBE and ASDBE participation.

Good Faith Efforts - Efforts required to obtain and support DBE participation that could reasonably be expected to produce and maintain a level of DBE participation sufficient to meet the Contract goal. Good faith efforts are required before bid opening, upon Contract award, and continue throughout the performance of the Contract to maximize DBE participation.

Joint Venture (DBE) - An ODOT certified enterprise consisting of two or more businesses formed to jointly carry out


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a single highway construction project, one or more of which is a certified DBE (see Section 8.00).

Managerial Control - Consistent with normal industry practice, management shall include scheduling work operations, ordering equipment and materials (if materials are part of the Contract), preparing and submitting payrolls and all other required reports and forms, and hiring and firing employees, including supervisory employees.

Manufacturer - A firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by Contractor.

Operational Control - Consistent with normal industry practice, the DBE shall supervise the daily operations of the work contracted. There are only two acceptable ways for the DBE to supervise the daily operations. The DBE owner may act as superintendent and directly supervise the work or a skilled and knowledgeable superintendent employed by and paid wages by the DBE shall directly supervise the work. If the latter is used, the DBE owner shall be actively involved in making the operational and managerial decisions of the firm.

Regular Dealer - A DBE firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for the performance of a Contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular dealer, the DBE firm shall engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular dealer in such items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment. Brokers and packagers shall not be regarded as regular dealers within the meaning of this definition.

Subcontract - A subcontracting arrangement is generally considered to exist when a person or firm assumes an obligation to perform a part of the Contract work and the following conditions are present:

• Compensation for performance of work is on a unit price or lump sum basis. • The subcontractor exercises full control and authority over the subcontracted work, including the furnishing of

labor and equipment and choice of work methods, with only general supervision being exercised by the prime Contractor.

• Personnel involved in the operation are under the direct supervision of the subcontractor and are included on the subcontractor's payroll.

• ODOT has provided written consent to the subcontract arrangement, regardless of tier. All conditions involved should be considered and no one condition alone will normally determine whether a subcontract actually exists. Type of Work - Specific descriptions of work which the DBE is certified in the DBE Directory as having the expertise and resources necessary to perform.

03.00 Assigned Contract Goal - In order to increase AFDBE and ASDBE participation on ODOT contracts, ODOT’s Office of Civil Rights assigns the project a DBE goal for AFDBE and ASDBE participation. Contractor is required to select a portion of work available on the project for AFDBE and ASDBE participation. Contractor may use AFDBE or ASDBE subcontractors, suppliers, manufacturers or professional service providers to fulfill the goal as long as the AFDBE or ASDBE is certified in the types of work selected. The Contract goal on the project remains in effect throughout the life of the Contract. Dollar values of participation shall be credited toward meeting the goal based on AFDBE and ASDBE gross earnings.

(According to 49 CFR 26.87(j)(2), if a prime Contractor has executed a subcontract with a firm before OMWESB notifies the firm of its ineligibility, the prime Contractor may continue to use the firm on the Contract and may continue to receive credit toward its DBE Contract goal for the firm's work. If ODOT awards the Contract to a DBE prime Contractor that is later ruled ineligible, the portion of the ineligible firm's performance of the Contract remaining after ODOT issued the


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notice of ineligibility shall not count toward the ODOT overall goal, but may count toward the Contract goal. 49 CFR 26.87(j)(3) Exception: If the DBE's ineligibility is caused solely by its having exceeded the size standard during the performance of the Contract, ODOT may continue to count its participation on the Contract toward overall and Contract goals.)

In determining whether an AFDBE or ASDBE prime Contractor has met a Contract goal, only the work the AFDBE or ASDBE has committed with its own forces as well as the type of work that it has committed to be performed by AFDBE or ASDBE subcontractors or suppliers will be counted.

(According to 49 CFR 26.71(n), DBE firms are certified only for specific types of work. If a DBE firm has not been certified prior to Bid/Proposal opening, for the type of work it is intending to perform on a given Contract, then the firm's participation on that Contract cannot count toward DBE Contract or overall goals.)

The goal for the project is set forth in the solicitation document (if a solicitation is conducted) and the final executed Contract..

These Disadvantaged Business Enterprise (DBE) Supplemental Required Contract Provisions concerning the use of DBEs will apply equally to AFDBEs and ASDBEs committed to meet the DBE goal for AFDBE and ASDBE participation, as well as to other committed DBEs. References to DBE contractors and to DBE subcontractors throughout the provisions shall apply to such committed DBEs, and AFDBEs, and ASDBEs. 04.00 Subcontracting Limitations:

(a) DBE Subcontractors - All DBE subcontractors committed to perform a function or service as a condition of Contract award, or for replacing the performance of a committed DBE, shall perform a commercially useful function according to Section 09.00. If it is determined by ODOT that the DBE subcontractor is unable to perform a commercially useful function, ODOT will notify Contractor prior to subcontract approval. The prime Contractor shall either provide evidence that the DBE subcontractor is able to perform a commercially useful function, or replace the DBE subcontractor with another DBE who has been certified to perform the bid item subcontracted according to Section 10.00(c). If Contractor cannot provide sufficient evidence the DBE subcontractor has the ability to perform a CUF, and/or refuses to replace the DBE, the prime Contractor may be declared in default and the Contract could be terminated according to the Oregon Standard Specifications for Construction subsection 00180.90(a).

(b) Second Tier DBE Subcontracts - Second tier DBE subcontracts may be counted toward the prime Contractor's DBE goal provided it was listed in the original DBE commitment prior to bid award.

05.00 DBE Subcontract and Sub-Subcontract Documents - All work committed to DBE firms toward meeting the assigned participation goal and as a condition of Contract award, including work to be performed by DBE firms substituting for DBE firms committed as a condition of Contract award, shall be performed under a written subcontract agreement, regardless of the description of work to be performed by either the committed or substituting DBE firm. The subcontract agreement shall fully describe any work committed to be performed by DBE firms and shall incorporate all requirements of the primary Contract. Contractor shall submit written request (email acceptable) for consent from ODOT to subcontract any portion of the work at any tier. Written consent for the subcontract shall be obtained before the subcontractor is allowed to commence any work on the project.

06.00 Good Faith Efforts Requirements - Contractor is required to exercise good faith efforts during the entire life of the Contract to meet the assigned goal and to maximize DBE participation and performance on the Contract. Good faith efforts shall be made to secure DBE participation sufficient to meet the assigned goal. Contractor shall also make every reasonable effort during the course of the project to enable DBE firms to perform those portions of the Contract work for which they have been committed. Contractor shall make good faith efforts to replace with another DBE, a DBE who is unable or unwilling to perform, unable to perform a commercially useful function, or has changed its ownership and/or control. Section 10.00 discusses the procedures that shall be followed to terminate a committed DBE and replace the firm with a substitute.


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The Project Manager may request Contractor to submit evidence of Good Faith Efforts at any time during the course of the Contract and Contractor shall promptly submit such evidence. 07.00 DBE Work Identified in Breakdown of Costs - Contractor shall submit a Breakdown of Costs (BOC) for each Contract and each amendment that changes the scope of work and costs under the Contract. The BOC form is available from the Internet at: http://www.oregon.gov/ODOT/CS/OPO/AE.shtml#Forms (under “Forms”, “Compensation Related”). In addition to all other BOC requirements included in the Contract or exhibits thereto, the BOC must clearly show the following information:

(a) Type of Work - List the tasks/subtasks the DBE will perform.

(b) Personnel Required - List the names and/or classifications for personnel who will perform. If any individuals are not regularly employed by the DBE, indicate on the BOC (or attached memo) the source from which the individual(s) was or is to be recruited.

(c) Equipment Required - List in the Expense Detail tab of the BOC the items of equipment that the DBE will use on the project. Indicate whether the equipment is owned, rented or leased. If rented or leased, consent to the rental or lease shall be obtained from ODOT prior to beginning of the work.

(d) Supplies and Materials Required - List in the Expense Detail tab of the BOC the supplies and materials the DBE will use on the project. Indicate the source, by name, address, and phone number, from which supplies and materials will be obtained.

(e) Prime Contractor Resources - In the Expense Detail tab of the BOC note any plans for the DBE to share any resources of the prime Contractor, e.g. personnel, equipment, tools, or facilities.

(f) Additional Information – In the Expense Detail tab of the BOC, provide comments or explanation of any of the information provided above.

The DBE Field Coordinator and City’s Project Manager will review the BOC and provide written comments as to whether the activities and type of work identified in the BOC complies with program regulations. In those instances where proposed activity and type of work violates applicable regulations, written comments will be offered as to corrective action required in order to comply with the regulations. 08.00 Contractor Project Initiation Reporting - Contractor shall deliver the following information to City’s Project Manager within 10 calendar days of Contract notice to proceed (required only if DBE goal greater than zero is assigned to the project):

• The name of the DBE liaison officer who will administer Contractor's DBE program.. • Contractor's project schedule showing the work commencement date and estimated completion date for each

DBE that will perform work on the project. 09.00 Commercially Useful Function - Contractor is responsible for ensuring that DBE firms working on the project perform a commercially useful function (CUF). Contractor shall receive credit toward meeting the assigned DBE goal and payment for DBE commercially useful function performed work only.

An on-site review will be used to ascertain whether the DBE is actively performing, managing, and supervising the work. It shall employ a labor force which is separate and apart from that employed by the prime, and which is independently recruited by the DBE according to standard industry practice. The DBE shall supervise and manage the work or independently hire a supervisor, who may not be a supervisor employed by the prime or any other subcontractor on the project. With regard to the Federal-aid share, if an investigation reveals that there has been a violation of the CUF provisions, that portion of the work found to be in violation would not be counted toward goal achievement for either Contractor or ODOT.

When a DBE is presumed not to be performing a CUF as described in this section, the DBE may present evidence

http://www.oregon.gov/ODOT/CS/OPO/AE.shtml#Forms�


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through Contractor to ODOT to rebut that presumption.

(a) The DBE (Not Some Other Business Entity) Shall Actually Perform the Subcontract - The DBE's utilization of labor, supervisory personnel, equipment and material in the performance of the subcontract shall be consistent with industry standards and shall demonstrate that the DBE and not some other business entity is actually performing the subcontract. For example, if a DBE associates itself too closely with another business entity or entities, in acquiring a labor force, supervisors, equipment or materials to an extent inconsistent with industry standards, the DBE can no longer be said to be actually performing the subcontract. Instead a partnership or joint venture of which the DBE is a member is the actual performer of the subcontract. (b) DBE's Work Force - The DBE shall solicit, hire, place on its payroll, direct, and control all workers performing work under its Contract. The DBE owner or its superintendent shall, on a full-time basis, supervise and control the work of the Contract. The DBE may with the prior written consent of the Project Manager augment its work force with personnel of another firm. The Project Manager shall approve the request only when:

• Specialized skills are required, and • The use of such personnel is for a limited time period.

(c) DBE Equipment - The DBE is expected to perform the work with equipment that is owned, being purchased, or leased by the DBE under a written lease agreement that has been consented to by the City’s Project Manager prior to the DBE starting work. No credit will be given, nor payment made for the cost of equipment leased or rented and used in the DBE firm's work when payment for those costs is made by a deduction from the prime Contractor's payment(s) to the DBE firm. The DBE may lease specialized equipment, provided a written rental agreement, separate from the subcontract specifying the terms of the lease arrangement, is consented to by City’s Project Manager prior to the DBE starting work. The Agency’s Project Manager will consent to the lease agreement only when:

• The equipment is of a specialized nature, • The equipment is readily available at the job site, • The operation of the equipment is under the full control of the DBE, • The lease arrangement is for a short term, • The lease arrangement for the specialized equipment in question is a normal industry practice, and • The DBE shall hire, direct, supervise, control and carry the operator of the equipment on the DBE payroll.

(d) DBE Flagging Firms - DBE flagging firms will be credited at 100% if the DBE furnishes 100% of the equipment (in this case, paddles and radios) to perform the committed work. If the DBE uses employees' equipment for any part of the work, the DBE will be credited as a broker as defined in Section 02.00. This credit will equal the DBE labor broker's commission for supplying personnel to the job.

10.00 Termination and Substitution of DBE - Contractor shall notify ODOT in writing and shall obtain written consent before terminating and/or replacing the DBE that was committed as a condition of Contract award or otherwise being used or represented to fulfill DBE Contract obligations during the Contract performance period. Written consent for terminating the performance of any DBE will be granted only where Contractor can demonstrate that the DBE is unable, unwilling or ineligible to perform. Such written consent to terminate any DBE shall concurrently constitute written consent to substitute or replace the terminated DBE. Termination or replacement of a DBE will not be consented to based solely on a Contractor's ability to negotiate a more advantageous Contract with another subcontractor.

(a) Contractor Written Request to Terminate DBE - All Contractor requests to terminate, substitute or replace a DBE shall be in writing and shall include the following information:

• Date Contractor determined the DBE to be unwilling, unable or ineligible to perform. • Projected date Contractor will require substitution or replacement DBE to commence work if consent is

granted to the request. • Brief statement of facts describing and citing specific actions or inaction by the DBE giving rise to Contractor's

assertion that the DBE is unwilling, unable or ineligible to perform.


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• Brief statement of the affected DBE's capacity and ability to perform the work as determined by Contractor. • Brief statement of facts regarding actions taken by Contractor that are believed to constitute good faith efforts

toward enabling the DBE to perform. • To date percentage of work completed on each task or subtask by the DBE. • The total estimated dollar amount of work subcontracted to the DBE. • The total dollar amount paid, per task or subtask, to date for work performed by the DBE. • The total dollar amount, per task or subtask, based on the estimated dollar amount subcontracted to the DBE

remaining to be paid to the committed DBE for work completed, but for which the DBE has not received payment and with which Contractor has no dispute.

• The total dollar amount, per task or subtask, based on the estimated dollar amount subcontracted to the DBE, remaining to be paid to the DBE for work completed, but for which the DBE has not received payment and over which Contractor and/or the DBE have dispute.

• A written, signed statement from the DBE, provided the DBE concurs with request to terminate, indicating its unwillingness or inability to perform.

(b) Contractor Written Notice to DBE of Pending Request to Terminate and Substitute with Another DBE - Contractor shall send a copy of the request to terminate and substitute letter to the affected committed DBE firm, in conjunction to submitting the request to the Agency’s Project Manager. The affected DBE firm may submit a response letter to the Agency’s Project Manager within five calendar days of receiving the notice from Contractor. The affected DBE firm may explain its position concerning performance on the committed work. The Agency’s Project Manager will consider both Contractor's request and DBE's response and explanation before approving Contractor's termination and substitution request. If Contractor is unsuccessful in notifying the affected DBE firm, after trying its best to deliver a copy of it's request letter, ODOT may determine that the affected (committed) DBE firm is unable or unwilling to continue the Contract and a substitution will be immediately approved by the Project Manager.

(c) Proposed Substitution of Another Certified DBE - When a DBE substitution shall occur, Contractor may submit another certified DBE firm to replace the original committed firm in writing. Contractor shall submit the name of the DBE firm, the proposed work to be performed, and the estimated dollar amount of the work. Contractor shall give pertinent information including task or subtask number, task or subtask description, a BOC showing the items listed for the DBE identified in provision 07.00 including a breakdown of estimated hours and costs, and total price. The estimated dollar value of work to be performed by the substitute DBE shall be based on the estimated dollar value of the terminated DBE, minus the value of work performed to date by the DBE, prior to the request for substitution. The overall DBE Goal shall remain the same. Should Contractor be unable to commit the required dollar value to the substitute DBE, Contractor shall provide written evidence of good faith efforts made to obtain the substitute value requirement (unless the overall DBE Goal for the Contract is met or exceeded with committed DBE subcontractors). ODOT will review the quality and intensity of those efforts. Efforts that are merely superficial are not good faith efforts to meet the goal. Contractor shall document the steps taken to obtain participation which demonstrate the good faith efforts outlined below:

• Evidence that Contractor attended any pre-solicitation or prebid meetings that were scheduled by ODOT to inform DBE firms of contracting and subcontracting or material supply opportunities available on the project;

• Evidence that Contractor identified and selected specific economically feasible units of the project to be performed by DBE firms in order to increase the likelihood of participation by DBE firms;

• Evidence that Contractor advertised in general circulation, trade association, minority and trade oriented, women-focus publications, concerning the subcontracting or supply opportunities;

• Evidence that Contractor provided written notice to a reasonable number of specific DBE firms, identified from the DBE Directory of Certified Firms for the selected subcontracting or material supply work, in sufficient time to allow the enterprises to participate effectively;

• Evidence that Contractor followed up initial solicitations of interest by contacting the enterprises to determine with certainty whether the enterprises were interested. Provide the following information:

o The names, addresses, and telephone numbers of DBE firms who were contacted, the dates of initial contact and whether initial solicitations of interest were followed up by contacting the DBE firms to determine with certainty whether the DBE firms were interested;

o A description of the information provided to the DBE firms regarding the plans and specifications and estimated quantities for portions of the work to be performed;


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o Documentation of each DBE contacted, but rejected and the reasons for the rejection. • Evidence that Contractor provided interested DBE firms with adequate information about the plans,

specifications and requirements for the selected subcontracting or material supply work; • Evidence that Contractor negotiated in good faith with the enterprises, and did not without justifiable reason

reject as unsatisfactory bids prepared by any DBE; • Evidence that Contractor advised and made efforts to assist interested DBE firms in obtaining bonding, lines

of credit, or insurance required by ODOT or Contractor; • Evidence that Contractor's efforts to obtain DBE participation were reasonably expected to produce a level of

participation sufficient to meet the goal or requirements of ODOT; • Evidence that Contractor used the services of minority community organizations, minority organizations

identified by the Advocate for Minority and Women Business that provide assistance in the recruitment and placement of disadvantaged, minority, or women business enterprises; and

• Evidence that Contractor used the services of ODOT's Supportive Services Contractor(s). 11.00 Changes in Work Committed to DBE - ODOT will consider the impact on DBE participation in instances where ODOT changes, reduces, or deletes work committed to the DBE at the time of Contract award. In such instances, Contractor shall not be required to replace the work but is encouraged to do so. If the prime Contractor proposes any changes that involve a committed DBE, Contractor shall notify the DBE of the proposed change, reduction, or deletion of any work committed at the time of Contract award prior to executing the Contract amendment. Contractor shall enable the affected DBE to participate in the change order request and will make every effort to maintain the committed DBE percentage that was the condition of Contract award. Documentation of this effort and a letter from the DBE agreeing to the change shall be included with the request.

12.00 Contractor Payments to Subcontractors - Contractor shall maintain records of all subcontracts entered into with DBE firms and records of materials purchased from DBE suppliers. Such records shall show the name and business address of each DBE subcontractor or vendor and the total dollar amount actually paid to each DBE subcontractor or vendor. Contractor shall pay each subcontractor for satisfactory performance of its Contract no later than ten calendar days from receipt of each payment Contractor receives from ODOT. Contractor shall also return retainage payments to each subcontractor within ten calendar days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of Agency’s Project Manager. This policy applies to both DBE and non-DBE contractors. Reporting Requirements. Contractor shall submit (via fax, scanned and sent via e-mail, or hard copy delivery) a completed, signed "Summary Report of Subcontractors Paid" form 734-2722 to City’s Project Manager certifying that payment was made to all certified and non-certified subcontractors and suppliers. The form is required for all projects that include subcontractors, regardless of funding or whether or not a DBE goal is assigned, and is available from the Internet at: http://www.odot.state.or.us/forms/odot/highway734/2722.pdf or from the Office of Civil Rights at 503-986-4350. Submit the form when a progress or final payment has been made to each subcontractor or supplier or when any held retainage is returned to a subcontractor or supplier. Submit the form no later than the fifth day of the month following the date that payment was made to a subcontractor or supplier. At the completion of the project, Contractor shall submit a final Summary Report of Subcontractors Paid form (marked as “FINAL REPORT”) indicating the total amounts paid to all subcontractors and suppliers. The participation of a DBE subcontractor will not be credited towards the prime Contractor's DBE achievements, or the overall goal, until the amount being counted toward the goal, and any retainage held by the prime Contractor has been paid to the DBE. 13.00 Remedies - Failure of any Contractor to meet the requirements cited in Section 01.00(b) constitutes a breach of Contract for which the imposition of the following sanctions could occur:

• Temporarily withholding progress payments until Contractor complies with these provisions through future performance.

• Permanently withholding payment for work already performed in a manner that constitutes a breach of Contract.

• Suspension of work according to the Oregon Standard Specifications for Construction, subsections 00150.00 and 00180.70.

• Any other remedies provided under the Contract.

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Any Bidder/Proposer or Contractor or subcontractor on a public Contract that violates the provisions of ORS 200.075 shall have its right to bid on or participate in any public Contract suspended for up to 90 days for a first violation, up to one year for a second violation and up to five years for a third violation.

Each violation shall remain on record for five years. After five years, the violation shall no longer be considered in reviewing future violations.

Failure of a Bidder/Proposer, Contractor, or subcontractor to comply with the requirements cited in Section 01.00(b) when there appears to be evidence of criminal conduct, shall be referred to the Oregon Department of Justice and/or the FHWA Inspector General for criminal investigation, and if warranted, prosecution.

14.00 Records and Reports - Contractor shall keep such project records as are necessary to determine compliance with these DBE Supplemental Required Contract Provisions. Such records shall include written reports from the DBE Liaison Officer to Contractor as to the performance of the committed DBE and its performance of a commercially useful function. Contractor shall submit the “Summary Report of Subcontractor’s Paid” form 734-2722 as required per Section 12.00 - Contractor Payments to Subcontractors.

15.00 Further Information - The Disadvantaged Business Enterprise Supplemental Required Contract Provisions shall be incorporated into and attached to all agreements and contracts on projects financed in whole or in part with federal funds. For further information concerning Disadvantaged Business Enterprise participation, including confirmation of certification for type of work, submit questions via email to [email protected]. not later than one week prior to the project bid opening.

Other requests may be directed to:

Oregon Department of Transportation Office of Civil Rights 355 Capitol Street NE, Room 504 Salem, OR 97301-3871 Phone: 503-986-4350 Fax: 503-986-6382


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ATTACHMENT D PROPOSAL CERTIFICATION STATEMENT

All Proposals must include this Proposal Certification Statement signed by a duly constituted official legally authorized to bind the Proposer to its Proposal. Legal Name of Proposing Firm:______________________________________________________________ DBA Name (if different than legal name):_______________________________________________________ By signing below, the authorized representative on behalf Proposer certifies that: 1. Proposer, its principals, partners and subcontractors:

o are not presently debarred, suspended, disqualified, proposed for debarment or declared ineligible for the award of contracts by any federal agency or agency of the State of Oregon, and is not listed on GSA’s Excluded Parties List System which is available at http://epls.gov.

o have not, within the last 3-year period, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of bids or Proposals; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property.

2. Proposer’s employees and agents are not included on the list entitled “Specially 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://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

3. Proposer has not and will not discriminate in its employment practices with regard to race, creed, age, religious

affiliation, sex, disability, sexual orientation or national origin. Nor has Proposer or will Proposer discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is: o a minority, women or emerging small business enterprise certified under ORS 200.055, or o a business enterprise that is owned or controlled by or that employs a disabled veteran, as defined in ORS

408.225 4. To the best of his or her knowledge and belief, that Proposer is in conformance with 31 U.S.C. 1352 and that—

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of this contract; (2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and (3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly.

___________________________________________________________________ Proposer’s Authorized Signature Date

(Print Name and Title)

http://epls.gov/�

http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf�

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ATTACHMENT E

See attached Word document “EBO Compliance”


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EXHIBIT A – SERVICES CONTRACT

C O N T R A C T N O .______

for

Bikeshare System in the City of Portland

This Contract, made and entered into this _________ day of ______________________, 2012, by and between XXXXX a XXXXX (state) XXXXX Corporation, hereinafter called Contractor, and the City of Portland, a municipal corporation of the State of Oregon, by and through its duly authorized representatives, hereinafter called City. This Contract may refer to the City and Contractor individually as a “Party” or jointly as the “Parties.”

W I T N E S S E T H:

ARTICLE I. The Parties hereto mutually covenant and agree to and with each other as follows:

1. SCOPE OF WORK: To provide for the delivery, installation and operation of a bicycle fleet for rent to the general public to further promote the City of Portland’s use of a multi-modal public transportation system. All services shall be performed in accordance with Attachment A. 2. EFFECTIVE DATE AND DURATION: The initial term of this Contract shall begin on XXXXX, and shall expire on XXXX, unless terminated sooner as provided herein. The Parties may agree, by mutual consent, to extend this Contract for an additional XXXXX year period, taken individually or in multiple years. At least thirty (30) days prior to the expiration of the initial term, or extension, the Parties shall commence discussions if they desire to extend the Contract. The Contractor shall provide a written extension Proposal within fifteen (15) calendar days following the City’s request for such a Proposal. However, nothing binds or requires either Party to extend this Contract. The total term of this Contract shall not exceed five (5) years. 3. CONSIDERATION: The City agrees to pay Contractor a sum not to exceed $XXXXX/year or XXX for provision of and completion of the work. Interim payments shall be made to the Contractor according to the schedule identified in Attachment A. 4. INVOICING: The City of Portland is a tax-exempt governmental agency. Prices shall not include federal, state, local, or other taxes designated now or hereafter, unless the City is responsible therefore. The Contractor shall submit billings in a timely fashion. Invoices shall be sent to:

City of Portland XXXXX XXXXX Attn: XXXXX Portland, OR XXXXX

Contractor is at all times solely responsible for billing accuracy and timeliness; Contractor shall provide invoices for the goods and services to the City in paper form. Invoices will not be processed for payment until receipt of a properly completed invoice and until all invoice items are received and satisfactory performance of Contractor has been attained. Invoice payment terms including any offered prompt payment discounts shall start on the date of the invoice. 5. INVOICE PAYMENT: Invoices submitted for payment shall identify the goods and services, the unit price, quantity, extended price, order number and invoice total. Billing details may be agreed upon between the Parties. Invoicing for goods and services shall at all times be in arrears. Invoices for payment shall be provided to the City within ninety (90) days of successful delivery of the billed goods and services. Revised invoices or billing adjustments shall apply only to goods and services that can be verified by the City. Requests for such adjustments shall be submitted in writing to the City within six (6) months of acceptance of the goods and


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services, shall reference the original invoice in which the error was made, and contain the level of detail defined in billing detail above. Billing adjustments shall not be submitted to the City in any form other than a paper document. The City shall pay undisputed portions of disputed or incorrect invoices where the City can easily identify the undisputed portion. Failure by the City to pay any portion of or the entire invoiced amount based on Contractor billing errors, goods and services that fail to comply with this Contract, or disputed charges shall not constitute default under this Contract. Payment of an amount less than the total amount due on all unpaid invoices shall be any particular amount or item, which is subject to any claim of error or dispute between the Parties, without prior written City approval. ARTICLE II. Work under this contract shall not commence until all insurance requirements have been met and certificates thereof have been filed with the Chief Procurement Officer or the Auditor. 6. INSURANCE – PROOF OF COVERAGE: The insurance requirements are as follows. Commercial General Liability Insurance – Public Liability and Property Damage The Contractor shall provide and maintain public liability and property damage insurance in the minimum amount of $1,000,000 per occurrence that protects the Contractor and the City and its officers, agents and employees from any and all claims, demands, actions and suits for damage to property or personal injury arising from the Contractor’s work under this Contract The insurance shall be without prejudice to coverage otherwise existing, and shall name as additional insureds the City and its officers, agents and employees. Notwithstanding the naming of additional insureds, the insurance shall protect each additional insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage shall apply as to claims between insureds on the policy. The insurance shall provide that the insurance shall not terminate or be canceled without thirty (30) days written notice first being given to the City Auditor. If the insurance is canceled or terminated prior to completion of the Contract, the Contractor shall provide a new policy with the same terms. The Contractor agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. Automobile Liability Automobile liability insurance with a combined single limit of not less than $1,000,000 each occurrence for bodily injury and property damage. The insurance shall include coverage for any damages or injuries arising out of the use of automobiles or other motor vehicles by the Contractor. The insurance shall include coverage for any damages or injuries arising out of the use of automobiles or other motor vehicles by the Contractor. Workers’ Compensation Prior to the performance of any work under a Contract awarded by the City, the Contractor shall comply with the workers’ compensation law, ORS Chapter 656, as it may be amended, and if workers’ compensation insurance is required by ORS Chapter 656, the Contractor shall maintain coverage for all subject workers as defined by ORS Chapter 656 and shall maintain a current, valid certificate of workers’ compensation insurance on file with the City Auditor for the entire period during which work is performed under the Contract. Certificate of Insurance As evidence of the required insurance coverage, Contractor shall furnish acceptable insurance certificates to the City with the return of the signed Contract. The certificates shall specify the City of Portland as additional insured and shall include a 30-day notice of cancellation clause. Notwithstanding the naming of additional insured, said policy will protect each insured in the same manner as though a separate policy has been issued to each; but nothing herein will operate to increase the insurer’s liability as set forth elsewhere in the policy beyond the amount or amounts. Warehouse Legal / Bailee’s Legal Liability Contractor shall maintain Warehouse Legal / Bailee’s Legal Liability for City property/equipment that is in the Contractor’s care, custody, control. Coverage shall cover the Contractors legal liability including but not limited to fire,


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theft, vandalism, flood and earthquake perils. Minimum limits to be as follows: Warehouse Legal / Bailee’s Legal Liability $1,000,000 Installation Floater (to cover the Equipment while being installed) shall cover (materials, equipment, labor, and profit) during installation. Coverage shall include following terms/conditions:

A. Shall be written for 100% of the completed value (replacement cost basis) B. Deductible maximum $10,000 C. Name the City of Portland as an Additional Insured D. Waiver of Subrogation E. Special Cause of Loss F. Theft G. Faulty workmanship H. Vandalism I. Flood J. Earthquake K. Labor costs to repair damaged work L. Termination Clause – when City accepts the work

ARTICLE III. In consideration of the premises, and in accordance with the provisions for acceptance and payment for work set forth in these Standard Terms and Conditions and Special Terms and Conditions, the City and Contractor hereby agrees as follows:

STANDARD TERMS AND CONDITIONS

7. INDEPENDENT CONTRACTOR STATUS: The Contractor is engaged as an independent contractor and shall be responsible for any federal, state, and local taxes and fees applicable to payments hereunder. The Contractor, its subcontractors, and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits. 8. NO THIRD PARTY BENEFICIARIES: Contractor and City are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives, assigns or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons. 9. SUCCESSORS IN INTEREST: The provisions of this Contract shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and approved assigns. 10. SURVIVAL: The terms, conditions, representations, and all warranties contained in this Contract shall survive the termination or expiration of this Contract. 11. COMPLIANCE WITH APPLICABLE LAW: In connection with its activities under this Contract, Contractor shall comply with all applicable federal, state and local laws and regulations. All statutory, charter and ordinance provisions applicable to public contracts in the City of Portland and the State of Oregon shall be followed with respect to this Contract. The following additional conditions apply to this solicitation and any resultant purchase order or contract: Appendix A as attached hereto. The Contractor must be in compliance with the laws regarding conducting business in the City of Portland before an award may be made and shall be responsible for the following:

Certification as an EEO Affirmative Action Employer: The Contractor is certified as an Equal Employment Opportunity Employer as prescribed by Chapter 3.100 of the Code of the City of Portland through XXXXX. The certification will be maintained throughout the duration of the Contract.


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Non-Discrimination in Employee Benefits (Equal Benefits): The Contractor has complied by providing the Equal Benefits Compliance Worksheet/Declaration Form indicating: XXXXX, Option XXXXX. Business License: The Contractor license # XXXXX is in compliance with the City of Portland Business License requirements as prescribed by Chapter 7.02 of the Code of the City of Portland and will be maintained throughout the duration of this Contract. Wage Rates: State of Oregon, Bureau of Labor and Industries (BOLI) wage rates are required for all work on contracts that total $50,000 and above. The City has determined this Contract is not subject to Prevailing Wage Rates.

12. GOVERNING LAW / VENUE: The provisions of this Contract shall be construed in accordance with the provisions of the laws of the State of Oregon without reference to its conflict of laws provisions. Any action or suits involving any question arising under this Contract shall be brought in the appropriate court in Multnomah County, Oregon. By executing this Contract the Contractor agrees to in personal jurisdiction of the Oregon courts. 13. NONDISCRIMINATION: Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Contractor also shall comply with the Americans With Disabilities Act of 1990 (Pub I. No. 101-336) including Title II of that Act, ORS Chapter 659.425, and all regulations and administrative rules established pursuant to those laws. 14. INDEMNITY: Contractor shall hold harmless, defend, and indemnify the City of Portland, its officers, employees, and agents, from all claims, demands, suits, actions, losses, damages, liabilities, costs and expenses of whatsoever nature, including all attorney’s fees and costs, resulting from or arising out of the activities of Contractor or its officers, employees, subcontractors, or agents including intentional acts, or of its subcontractors, agents or employees under this Contract. Contractor is not responsible for any damages caused by the actions of the City, its officers, employees and agents. 15. ASSIGNMENT OF ANTI-TRUST RIGHTS: By entering into a contract, the Contractor, for consideration paid to the Contractor under the Contract, does irrevocably assign to the City of Portland any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future, including, at the City's option, the right to control any such litigation on such claim for relief or cause of action, by reason of violation of 15 USC SS 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the Contractor by any person, which goods or services are used, in whole or in part, for the purpose of carrying out the Contractor's obligation under this Contract. In the event the Contractor hires subcontractors to perform any of the Contractor's duties under the Contract, the Contractor shall require the subcontractor to irrevocably assign to the City of Portland, as a third party beneficiary any right, title or interest that has accrued or may accrue to the subcontractor by reasons of any violation of 15 USC SS 1-15, ORS 646.725 or ORS 646.730, including, at the City's option, the rights to control of any litigation arising thereunder, in connection with any goods or services provided to the subcontractor by any person, in whole or in part, for the purpose of carrying out the subcontractor's obligations as agreed to by the Contractor in pursuance of the completion of the Contract. In connection with this assignment, it is an express obligation of the Contractor that it will take no action which will in any way diminish the value of the rights conveyed or assigned hereunder to the City of Portland. It is an express obligation of the Contractor to advise the City Auditor or the Office of the City Attorney of Portland, Oregon:

A. In advance, of its intention to commence any action on its own behalf regarding such claims for relief or causes of action; B. Immediately, upon becoming aware of the fact that an action has been commenced on its own behalf by some other person or persons, of the pendency of such action; and C. The date on which it notified the obligor(s) of any such claims for relief or causes of action of the fact of its assignment to the City of Portland.


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Furthermore, it is understood or agreed that in the event that any payment under such claim is made to the Contractor, it shall promptly pay over to the City of Portland its proportionate share thereof, if any, assigned to the state hereunder. 16. SEVERABILITY: In the event that a court, government agency, or regulatory agency with proper jurisdiction determines that this Contract, or any provision of this Contract, is unlawful, this Contract, or that provision of the Contract to the extent it is unlawful, shall terminate. If a provision of this Contract is terminated but the Parties can legally, commercially, and practicably continue without the terminated provision, the remainder of this Contract shall continue in effect. 17. FUNDING: In the event the City, during the adoption of the City’s annual budget, reduces, changes, eliminates, or otherwise modifies the funding for any of the projects identified herein, the Contractor agrees to abide by any such decision including revision or termination of services. 18. ASSIGNMENT AND SUBCONTRACTING: This Contract or any interest therein shall not be assigned or subcontracted to any other person or entity without the prior written consent of the City of Portland. In the event of transfer without prior written consent, the purported transfer is void and the Contractor remains liable for performance of the Contract. Notwithstanding City approval of a subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor hereunder. The Contractor agrees that if subcontractors are employed in the performance of this Contract, the Contractor and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation. 19. LIENS: Contractor shall not permit any claim to be filed or prosecuted against the City or any lien against the property purchased in connection with this Contract and agrees to assume responsibility should such lien or claim be filed. 20. SUSTAINABLE PROCUREMENT: Pursuant to the City’s Sustainable City Principles, which direct City Bureaus to pursue long-term social equity, environmental quality, and economic vitality through innovative and traditional mechanisms, the Contractor is encouraged to incorporate these Principles into their scope of work with the City wherever possible. Therefore in accordance with the Principles and the City's Sustainable Procurement Policy, it is the policy of the City of Portland to encourage the use of products or services that help to minimize the human health and environmental impacts of City operations. "Environmentally preferable" means products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product or service.

Packaging should be minimized to the maximum extent possible without compromising product quality. The City encourages packaging that is reusable, recyclable in local recycling programs, is made from recycled materials, and/or is collected by the vendor for reuse/recycling. 21. FORCE MAJEURE: Neither City nor Contractor shall be held responsible for performance if its performance is prevented by unforeseeable acts or events beyond the Party's reasonable control including, but not limited to: acts of God; fire, flood, earthquakes or other catastrophes; strikes or other labor unrest; power failures, electrical power surges or current fluctuations; nuclear or other civil or military emergencies; or acts of legislative, judicial, executive, or administrative authorities; or any other circumstances that are not within its reasonable control. 22. AMENDMENTS: All changes to this Contract, including changes to the scope of work and Contract amount, must be made by written amendment and approved by the Chief Procurement Officer to be valid. The City’s Chief Procurement Officer is authorized to execute amendments to this Contract without the City’s further approval, provided such amendments are in writing, signed by both Parties, and approved by the City Attorney's Office. Contractor understands that City employees have no actual or apparent authority to enter into amendments, except as may be specifically granted by the City Council to the Chief Procurement Officer, or to waive the approval of the City Attorney's office. 23. NON-WAIVER: No waiver, consent, modification, or change of terms of this Contract shall bind either Party unless in writing and signed by both Parties. Such waiver, consent, modification, or change if made, shall be effective

http://www.portlandonline.com/auditor/index.cfm?a=5519&&c=26813�

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only in specific instances and for the specific purposes given. The failure of the City to enforce any provision of this Contract shall not constitute a waiver of that or any other provision. 24. COORDINATION WITH OTHER CONTRACTORS AND OTHER SERVICES: The Contractor shall cooperate fully with other contractors and City employees providing systems or support to the City during installation, operation, or maintenance of the goods and services. This includes planning for and integration of the goods and services provided under this Contract with those provided by others. Further, Contractor shall make every reasonable effort to cooperate with City to minimize and/or prevent any degradation of the other computer and telecommunications systems, equipment, or services of the City by the installation, operation, or maintenance of the goods and services. Contractor’s failure to cooperate with the City and other contractors may be grounds for termination as provided herein. 25. ACCESS TO RECORDS: Contractor, and its subcontractors, shall maintain all fiscal records relating to the Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain all other records pertinent to the Contract and the project and shall do so in such a manner as to clearly document Contractor 's performance. The City, ODOT, the Oregon Secretary of State's Office (OSS), FHWA and the Comptroller General of the United States and their duly authorized representatives shall have access (CGUS), and Contractor shall permit the aforementioned entities and individuals access, to such fiscal records and other books, documents, papers, plans and writings of Contractor that are pertinent to the Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Any cost data submitted by Contractor pursuant to this Contract may be shared with ODOT, FHWA, OSS and CGU, as necessary, for audit purposes. Copies of applicable records shall be made available upon request. 26. AUDITS: The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this Contract at any time in the course of the Contract and during the three (3) year period established by ACCESS TO RECORDS. Audits shall be conducted in accordance with generally accepted auditing standards. If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices. If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies as provided under EARLY TERMINATION OF CONTRACT and REMEDIES. In addition, the Contractor agrees to abide by the standards of the Office of the Comptroller set forth in May, 2002 Office of Justice Programs (OJP) Financial Guide, including without limitation in accordance with Office of Management and Budget (OMB) Circulars A87, A-102, A-122, A-128, A-133. All financial records, supporting documents, statistical records and all other records pertinent to this Contract shall be retained by the Contractor for a minimum of six (6) years for purposes of State of Oregon or the OJP Financial Guide from the Office of the Controller and apprise itself of all rules and regulations set forth. 27. EMPLOYEES NOT TO BENEFIT: No City employee or elected official of the City shall be admitted to any share or part of this Contract or to any benefit that may arise there from; but, this provision shall not be construed to extend to this Contract if made with a corporation for its general benefit.

SPECIAL TERMS AND CONDITIONS

28. CITY FURNISHED PROPERTY: No materials, labor or facilities will be furnished by the City unless otherwise provided for within this Contract.


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29. ADDITIONAL PURCHASES: The City reserves the right to purchase additional materials beyond the quantities stated in the bid documents at the same prices submitted by the Contractor. Such additional purchases are not guaranteed and will be made at the City’s sole discretion. Contractor agrees to extend identical prices and services under the same terms and conditions to all regional public agencies. Each participating agency will execute its own Contract with the Contractor for its requirements.

Following any initial purchase(s) by the City of Portland, additional quantities of the materials listed herein may be purchased to replace or supplement existing supplies and will be funded by various general funding sources of the various agencies. 30. RIGHT TO CHANGE: The City reserves the right to order changes to the goods, materials, equipment and services outlined herein. The City and the Contractor shall determine a fair and equitable cost and if required, additional time for such changes. All such changes shall be ordered in writing and agreed to by the Parties. 31. NOTICE: Except as otherwise stated in this Contract, any notice or demand to be given under this Contract shall be delivered in person or deposited in United States Certified Mail, Return Receipt Requested. Any notices or other communications shall be addressed as follows: CONTRACTOR: CITY: City of Portland XXXXX Bureau of XXXXX XXXXX XXXXX XXXXX XXXXX Attn: XXXXX XXXXX If either Party changes its address or if a Party's representative changes, the other Party shall be advised of such a change in writing, in accordance with this section. 32. EARLY TERMINATION OF CONTRACT: The City and the Contractor, by mutual written agreement, may terminate the Contract at any time. The City, on thirty (30) days written notice to the Contractor, may terminate this Contract for any reason deemed appropriate in its sole discretion. Either the City or the Contractor may terminate this Contract in the event of a material breach of the Contract by the other. Prior to such termination, however, the Party seeking the termination shall give to the other Party written notice of the breach and the Party's intent to terminate. If the Party has not entirely cured the breach within thirty (30) days of the notice, then the Party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination. 33. SUSPENSION OF THE WORK: The City may at any time give notice in writing, by electronic mail, or by facsimile to the Contractor to suspend this Contract. The notice of suspension shall specify the date of suspension and the estimated duration of the suspension. In no event shall the Contractor be entitled to any lost or prospective profits or any incidental or consequential damages because of suspension. 34. PAYMENT ON EARLY TERMINATION: In the event of termination under EARLY TERMINATION OF CONTRACT hereof, the City shall pay the Contractor for goods and services in accordance with the Contract prior to the termination date and delivered to City provided that such goods and services conform to Contract specifications and are of use to the City. In the event of termination under EARLY TERMINATION OF CONTRACT hereof, by the City due to a breach by the Contractor, then the City shall pay the Contractor for goods delivered and services performed in accordance with the Contract prior to the termination date subject to set off of excess costs, as provided for in Remedies. In the event of early termination all of the Contractor's work product shall become and remain property of the City. Under no circumstances shall the City be subject to early termination penalties for recurring charges for goods or services that the City cancels during the term of this Contract. 35. REMEDIES: In the event of termination under EARLY TERMINATION OF CONTRACT by the City due to a breach by the Contractor, then the City may procure services outstanding from another contractor and the Contractor shall be liable for additional re-procurement costs incurred by the City. The City also shall be entitled to any other


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equitable and legal remedies that are available. Except as expressly contained in this Contract, the remedies for a breach of this Contract shall not be exclusive, or construed as a limitation on any other equitable and legal remedies that are available or may become available. 36. PERMITS AND LICENSES: The Contractor shall be required to have or obtain, at their expense, any and all permits and licenses required by the City and/or County, state and Federal (except FCC radio licenses), pertaining to the materials and services to be provided. 37. INTELLECTUAL PROPERTY: The City requires the following regarding copyrighting and patent pending on work products pertaining to this Contract:

a. Copyright: All work products of the Contractor which result from this Contract are the exclusive property of the City. If this Contract results in a copyright, the City of Portland reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for governmental purposes, the work or the copyright to any work developed under this Contract and any rights of copyright to which the Contractor or its sub-vendor, purchases ownership with grant support. b. Patent: If this Contract results in the production of patentable items, patent rights, processes, or inventions, the Contractor or any of its sub-vendors shall immediately notify the City. The City will provide the Contractor with further instruction on whether protection on the item will be sought and how the rights in the item will be allocated and administered in order to protect the public interest, in accordance with federal guidelines.

38. SPECIFICATIONS: This Contract authorizes the Contractor to provide and the City to procure those goods, materials, equipment and services, and establishes the terms and conditions for the City to obtain said goods, materials, equipment and services from the Contractor. Goods, materials, equipment and services to be provided under this Contract are described in the Attachments hereto. The Contractor shall provide to the City those goods, materials, equipment and services described in the attachments in accordance with the prices shown herein. Payment shall be made only in accordance with the payment schedule identified herein. 39. WARRANTY: The Contractor shall guarantee its products to be free from defects in materials and workmanship, given normal use and care, over the period of the manufacturer warranty. The Contractor shall agree to repair and/or immediately replace without charge (including freight inbound and outbound) to City Users any product or part thereof, which proves to be defective or fails within the warranty period as specified The Contractor represents and warrants that (i) Contractor shall perform all Services set forth herein in a good and workmanlike manner, in conformance with the Specifications and requirements of the Contract, and in accordance with the highest applicable professional and/or industry standards; (ii) Contractor warrants that each of Contractor’s employees assigned to perform Services has the proper skill, training, and background to be able to perform Services in a competent, timely, and professional manner and that all Services shall be so performed; and (iii) Contractor shall, at all times during the term of the Contract, maintain and keep current all licenses and certifications required to perform the work set forth in the Contract. Contractor represents and warrants that it is in compliance with, and for the duration of the Contract shall remain in compliance with, the standards and requirements of ORS 279.835 (4). 40. PROPRIETARY AND CONFIDENTIAL INFORMATION: The Oregon Public Records Law, ORS 192.410 et seq. strictly governs the City’s treatment of requests for public records pertinent to this Contract. Contractor agrees to hold in confidence any and all information of the City’s it receives while performing any of the contemplated function of the Contract and shall not disclose any such information to third parties. 41. NEWS RELEASES AND PUBLIC ANNOUNCEMENTS: The Contractor shall not use in its external advertising, marketing programs, or other promotional efforts, any data, pictures or other representatives of the City, except with prior specific written authorization from the City.


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Contractor shall not issue any news release or public announcement pertaining to this Contract or the project without prior written approval of the City, which may be withheld in the City’s sole discretion. A minimum of three (3) business days notice is required for a response to a request for such approval. If approval is not issued within the three (3) business day period, the request shall be deemed denied. 42. INTERGOVERNMENTAL CO-OPERATIVE PURCHASING: The Contractor having submitted a Proposal agrees to extend identical prices and services under the same terms and conditions to all public agencies. Quantities stated in this bid reflect the City of Portland usage only. A public agency wishing to purchase items will execute its own contract with the awarded Contractor for its requirements. The Contractor shall provide quarterly usage reporting of the City of Portland and that of other public agencies. The Contractor, by written notification, may decline to extend the prices and terms of this Contract to any and/or all other public agencies. 43. UNIFORM COMMERCIAL CODE: The provisions of this Contract are not to be construed as exclusive remedies or as a limitation upon rights or remedies that may be or may become available under ORS Chapter 71-83 (Uniform Commercial Code). 44. CLEAN AIR AND CLEAN WATER ACT: Consultant shall perform all services and provide all deliverables required under the Contract in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). 45. BUY AMERICA: The Contractor shall limit the quantity of foreign materials incorporated into the Project as follows. Section 635.410 of Title 23, Code of Federal Regulations, and the Intermodal Surface Transportation Efficiency Act require that all iron or steel manufacturing processes, including without limitation the casting of ingots, for iron or steel materials permanently incorporated into the Project shall occur in the United States, unless the cost of foreign-origin iron or steel materials does not exceed one-tenth of one percent (0.1%) of the Contract amount or $2,500, whichever is greater. The Contractor shall not incorporate foreign-origin iron or steel materials in excess of this amount into the Project. All foreign-origin iron or steel materials incorporated in the Project in excess of the amount indicated above shall be removed and replaced with domestic iron or steel materials at the Contractor’s expense. For purposes of this specification, the cost of foreign-origin iron or steel materials shall be the value of the iron or steel products as of the date they are delivered to the Project site. Manufacturing processes include without limitation the application of coatings to finished iron or steel products or components. Coatings include epoxy coating, galvanizing, painting, and any other coating that protects or enhances the value of the steel or iron product or component. The Contractor shall provide the City with manufacturers’ certificates verifying the origin before incorporating any iron or steel products into the Project. Unless a manufacturer’s certificate has been provided to the City, the materials shall be considered of foreign origin. The Contractor shall retain manufacturers’ certificates verifying the origin of all domestic iron or steel Materials for three years after the date of final payment for the Project, and shall furnish copies to the City upon request. 46. NON-DISCRIMINATION: During the performance of this Contract, the Contractor for itself, its assignees and successors in interest agrees as follows:

a. Compliance with Regulations: Contractor shall comply with the Regulations relative to nondiscrimination in

Federally-assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract.

b. Nondiscrimination: Contractor, with regard to the work performed by it during the Contract, shall not discriminate

on the grounds or race, color, sex, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate either directly or indirectly in


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the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Contract covers a program set forth in Appendix B of the Regulations.

c. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by

competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex, or national origin.

d. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or

directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, Oregon Department of Transportation (ODOT), the Federal Highway Administration (FHWA) or the Federal Transit Administration (FTA) as appropriate, to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to City, ODOT, FHWA or FTA as appropriate, and shall set forth what efforts it has made to obtain the information.

e. Sanctions for Noncompliance: In the event of Contractor’s noncompliance with the nondiscrimination provisions

of this Contract, City shall impose such Contract sanctions as it, ODOT, FHWA or FTA may determine to be appropriate, including, but not limited to:

(a) Withholding of payments to Contractor under the Contract until Contractor complies, and/or (b) Cancellation, termination or suspension of the Contract, in whole or in part.

f. Incorporation of Provisions: Contractor shall include the provisions of paragraphs (a) through (f) in every

subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. Contractor shall take such action with respect to any subcontract or procurement as City, ODOT, FHWA or FTA may direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, however, that, in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request City, ODOT, and, in addition, Contractor may request the United States to enter into such litigation to protect the interests of the Unites States.

47. DISADVANTAGED BUSINESS ENTERPRISE PROVISIONS: Contractor shall comply with applicable provisions and reporting requirements included in Attachment C - Disadvantaged Business Enterprise (DBE) Supplemental Required Contract Provisions. 48. FALSE CLAIMS

a. Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785) and to any liabilities or penalties associated with the making of a false claim under that Act. By its execution of the Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to the Contract or the Project for which the Services are being performed, including but not limited to Contractor’s Proposal and any invoices, reports, or other deliverables.

b. Contractor shall immediately disclose (in writing) to City whenever, in connection with the award, performance or

closeout of the Contract, or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed— (A) A violation of the Oregon False Claims Act; or (B) A violation of State or Federal criminal or civil law involving fraud, conflict of interest, bribery, gratuity or similar misconduct.

c. The Contractor must include subsections (a) and (b) of this section in each subcontract the Contractor may award in connection with the performance of the Contract. In doing so, the Contractor may not modify the terms of those subsections, except to identify the subcontractors or sub grantee that will be subject to those provisions.

http://www.leg.state.or.us/ors/180.html�


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49. TAX LAW CERTIFICATION: Any individual signing on behalf of Contractor hereby certifies under penalty of perjury that: a. Contractorhas provided its correct TIN to City; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Consultant that Contractor is no longer subject to backup withholding; and (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Consultant’s payment of taxes, and to the best of her/his knowledge, Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250, ORS Chapters 118, 314, 316, 317, 318, 321, and 323; the elderly rental assistance program under ORS 310.630 to 310.706; and local taxes administered by the Department of Revenue under ORS 305.620. 50. ENTIRE CONTRACT: This Contract and its Attachments represent the entire Contract between the Parties. This Contract is a final, complete exclusive statement of the terms thereof, and supersedes and terminates any prior Contract, understanding, or representation between the Parties with respect thereto, whether written or oral. ARTICLE IV. This Contract may be signed in two (2) or more counterparts, each of which shall be deemed an original, and which, when taken together, shall constitute one and the same agreement. It is understood and agreed by the Parties hereto that:

1. Any reference in this Contract to the scope of work or specifications is intended as a convenience to the Parties in administration of the Contract. Therefore, in the absence of an express statement to the contrary herein, any restatement or partial restatement in this Contract of any provision of the scope of work or specifications is not intended, nor shall be construed to change, alter, modify, amend, or delete the requirements of the scope of work or specifications. 2. All statutory, charter and ordinance provisions applicable to public contracts in the City of Portland and State of Oregon shall be followed with respect to this Contract. 3. The Contractor certifies that no officer, agent or employee of the City who has a pecuniary interest in this Agreement has participated in preparation of the Proposal or resulting Agreement, that the Proposal was made in good faith without fraud, collusion, or connection of any kind with any other Offeror of the same Proposals, and that the Offeror is competing solely in its own behalf without connection with, or obligation to any undisclosed person or firm. 4. The City and Contractor may conduct this transaction, including any Contract amendments, by electronic means, including the use of electronic signatures.


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IN WITNESS WHEREOF, Contractor and City have caused this Contract to be executed by their duly authorized representative(s), all on the day and year first above written. XXXXX by__________________________________________

Name, Title and Date Approved as to form: Address: XXXXX XXXXX ______________________________ Telephone No: XXXXX City Attorney Fax No: XXXXX CITY OF PORTLAND by____________________________________________ Chief Procurement Officer Date INITIALS: XXXXX DATE: XXXXX


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ATTACHMENT A

1. SCOPE OF WORK

The successful Proposer will design, build, install, operate, maintain, and market a publicly available dense network of stations and bicycles that makes bike sharing a convenient option for the vast majority of trips within the proposed bike sharing service area. The Proposer will be expected to determine an initial service area as well as a plan for expansion of the service area. The Proposer should assume the City will provide reimbursement using federal funds of up to $1.8 million in federal funds for purchase of bicycles and construction of bike sharing stations. Reimbursement will be contingent on meeting the conditions for approval of federal funds. In addition to the federal funds, the City is open to pursuing a number of funding opportunities including grants and public/private partnerships. The successful Proposer will address how it can best deliver and operate a bike sharing system in Portland for five years. The City will consider a variety of ownership and operations models.

3. WORK PERFORMED BY THE CITY: Bureau staff shall make available sufficient hours of staff personnel as is required to meet with the Contractor and provide such information as required. The Bureau of Transportation has assigned a project manager who will oversee the work and provide support as needed. The City shall be responsible for implementing and maintaining usual, customary and appropriate internal accounting procedures and controls, internal controls and other appropriate procedures and controls for the City. These controls will include information technology, proprietary information, and trade secret safeguards if appropriate to City work. 4. TIME IS OF THE ESSENCE: Contractor shall make every reasonable effort to meet established delivery dates and other deadlines. Circumstances that may delay the delivery of goods and services from established delivery dates and other deadlines, including excusable delays and force majeure events, shall be reported to the City immediately upon discovery. The City and Contractor shall mutually agree upon any schedule or pricing change due to excusable delays or force majeure events in writing. In the event Contractor does not meet the established delivery dates or other deadlines and Contractor has failed to cure such breach within fifteen (15) days of written notice by the City, the City may obtain the undelivered goods and/or non-performed service from another source, and no recurring charges, one-time charges, or termination charges or other penalties shall be due the Contractor. In addition, the City will be entitled to reasonable compensation as stated under REMEDIES. 5. CONSIDERATION: Unit price payments shall be made to the Contractor by the City on a monthly basis for the total product delivered to the City’s specified location and accepted by the City. Acceptance occurs when the City authorizes payment of the invoice. Unit prices shall be exclusive of any sales, purchaser, or consumer tax. Tax exemption certificates will be furnished to the Contractor upon request. Product payments shall be in accordance with Attachment B. 6. DELIVERY: All equipment shall be FOB delivered to the City of Portland, Bureau of ***** [provide actual physical address for delivery], Portland, OR 97202. All bid prices offered shall be inclusive of all shipping and delivery costs. If installation or assembly be required, offered prices shall include all costs associated with delivery, assembly, setup, and proper disposal of packaging material. The offer price shall be exclusive of any sales, purchaser, or consumer tax. Tax exemption certificates will be furnished to the successful Offeror, upon request. 7. PRICES AND PRICE CHANGES: Initial Contract prices shall be as established herein Unit prices shall remain firm through the first year of the Contract. At the end of the one-year period following the date of acceptance, price changes may be allowed herein. Contractor agrees to provide pricing for all products for which Contractor is an authorized distributor for the duration of this Contract if and when requested by the City. Following the end of the one


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year period referenced above, City and Contractor acknowledge that prices for goods and services furnished by Contractor under this Contract may need to be adjusted during the term of the Contract due to changes in Contractor’s prices, rate plans, or product offerings. Such price changes shall be documented in writing between Contractor and City’s Chief Procurement Officer as amendments. Contractor shall submit any proposed pricing revisions in writing to the Project Manager for consideration at least thirty (30) days before the proposed effective date. All proposed price adjustments shall be calculated consistent with the methodology used to calculate the prices set forth in the Contractor’s original Proposal, the Contractor shall certify this in its request for price adjustments. Price adjustments shall become effective thirty (30) days from the date of last signature on the Contract amendment document or as otherwise stated therein. Except that no increase in price adjustments shall become effective prior to a date one year following the date of acceptance. Price adjustments will only become effective by fully executed amendments, following receipt by the Project Manager of the requested price adjustment.


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ATTACHMENT B

INSERT BID PRICING, CONTRACTOR’S QUOTE OR PROPOSAL


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APPENDIX A

Contractor shall observe all applicable state and local laws pertaining to public contracts including the City’s Equal Benefits Ordinance and its administrative rules, all of which are incorporated by this reference. Failure to comply with the Ordinance permits the City to impose sanctions or require remedial actions as stated in Section 13.1 of the rules, ORS Chapters 279A, 279B and 279C require every public contract to contain certain provisions. Pursuant to those chapters, the following provisions shall be a part of this contract, as applicable. Pursuant to ORS 279B.220, on every public contract, the contractor shall make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract; shall pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract; not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished, and; pay to the Department o Revenue all sums withheld form employees under ORS 316.167. Pursuant to ORS 279C.505, on public improvement contracts, the contractor shall make payments promptly, as due, to all persons supplying to such contractor labor or material for the prosecution of the work provided for in such contract. The contractor shall pay all contributions or amounts due the Industrial Accident Fund from such contractor or subcontractor incurred in the performance of the contract. The contractor shall not permit any lien or claim to be filed or prosecuted against the state, county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. The contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. Contractor shall demonstrate that an employee drug-testing program is in place.

Pursuant to ORS 279C.510 (1), in every public contract for demolition the contractor shall salvage or recycle construction and demolition debris, if feasible and cost-effective. Pursuant to ORS 279B.225 and 279C.510 (3) in every public contract and every public improvement contract for lawn and landscape maintenance, the contractor shall compost or mulch yard waste material at an approved site, if feasible and cost-effective.

Pursuant to ORS 279B.230(1), in every public contract, the contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services.

Pursuant to ORS 279B.230(2), in every public contract, all subject employers working under the contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

Pursuant to ORS 279B.235(1), persons may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it. In such cases, the employee shall be paid a) at least time and half pay for all overtime in excess of 8 hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or b) for all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week if four consecutive days, Monday through Friday; and c) for all work performed on Saturday and on any legal holiday specified in ORS 279B.020.

Pursuant to ORS 279C.515(1), on public improvement contracts, if the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or a subcontractor by any person in connection with the public contract as such claim becomes due, the proper officer or officers representing the state, county, school district, municipality, municipal corporation or subdivision thereof, as the case may be, may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the contractor by reason of such contract. The payment of a claim in the manner authorized by ORS 279C.515 shall not relieve the contractor or the contractor’s surety from obligation with respect to any unpaid claims.

Pursuant to ORS 279C.515(2), on public improvement contracts, if the contractor or a first-tier subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of payment from the contract agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and ending upon final payment, unless payment is subject to a good faith dispute as defined in ORS 279C.580. The rate of interest charged to the contractor or first-tier subcontractor on the


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amount due shall equal three times the discount rate on 90-day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve district that includes Oregon on the date that is 30 days after the date when payment was received from the contracting agency or from the contractor, but the rate of interest may not exceed 30 percent. The amount of interest may not be waived.

Pursuant to ORS 279C.515 (3), in every public improvement contract and every contract related to the public improvement contractor, if the contractor or subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580.

Pursuant to ORS 279C.520, no person shall be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services as defined in ORS 279C.100, the employee shall be paid at least time and a half pay for all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or for all overtime in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and for all work performed on Saturday and on any legal holiday specified in ORS 279C.540. The contractor shall give notice to employees who work on a public contract in writing, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. In the case of contracts for personal services as defined in ORS279C.100, an employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under these contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. sections 201 to 209 from receiving overtime. Persons employed under contracts for services shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540 (1) (b)(B) to (G) and for all time worked in excess of 10 hours a day or in excess of 40 hours in a week, whichever is greater. The contractor shall give notice to employees who work on a contract for services in writing, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

Pursuant to ORS 279C.530(1), in every public improvement contract, the contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such contractor, of all sums which the contractor agrees to pay for such services and all monies and sums which the contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. In every public contract, subject to ORS 279C, all employers working under the contract are subject employers that shall comply with ORS 656.017.

Pursuant to ORS 279C.580(3)(a), the contractor shall include in each public improvement subcontract for property or services entered into by the contractor and a subcontractor, including a material supplier, for the purpose of performing a construction contract, a payment clause that obligates the contractor to pay the subcontractor for satisfactory performance under its subcontract within 10 days out of such amounts as are paid to the contractor by the public contracting agency under such contract, and an interest penalty clause that obligates the contractor to pay to the subcontractor an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the subcontract pursuant to ORS 279C.580 (3), for the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made, and computed at the rate specified in ORS279C.515 (2).

Pursuant to ORS 279C.580(4), the contractor shall include in each of its subcontracts for a public improvement, for the purpose of performance of such contract condition, a provision requiring the subcontractor to include a payment clause and an interest penalty clause conforming to the standards of ORS 279C.580 (B) (4) in each of its subcontracts and to require each of its subcontractors to include such clauses in their subcontracts with each lower-tier subcontractor or supplier.

Pursuant to ORS 279C.830(1)(a) workers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838 and 279C.840.

July 25, 2008