request for proposals


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RFP SOLICITATION NUMBER

116108

PROFESSIONAL, TECHNICAL AND EXPERT SERVICES City of Portland, Oregon November 25, 2013

REQUEST FOR PROPOSALS For Implementation of SAP's Public Sector Collections and Disbursements (PSCD) Module

PROPOSALS DUE:

December 23, 2013

by 4:00 p.m.

Envelope(s) shall be sealed and marked with -RFP solicitation number and Project Title. SUBMITTAL INFORMATION: Refer to PART II, SECTION B.3 (PROPOSAL SUBMISSION) Submit the Proposal and Refer questions to: City of Portland Procurement Services Attn: James C. Moering, CPPB, JD 1120 SW Fifth Ave. Room750 Portland, OR 97204 Phone: (503) 823-7886 Email: [email protected]

A NON-MANDATORY PRE-SUBMITTAL TELECONFERENCE has been scheduled for December 3, 2013 at 3:30pm Pacific Time. See RFP section II.A.1 for details

GENERAL INSTRUCTIONS AND CONDITIONS CORPORATE RESPONSIBILITY AND SOCIAL EQUITY CONTRACTING – The City of Portland (City) seeks to extend contracting opportunities to Minority Business Enterprises, Women Business Enterprises, and Emerging Small Businesses (M/W/ESBs) in order to promote their economic growth and to provide additional competition for City contracts. Therefore, the City has established an overall 20% utilization goal in awarding PTE contracts to M/W/ ESBs on all City PTE contracts. CITY SUSTAINABILITY OBJECTIVES – 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, Climate Action Plan, 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 maintaining fiscal health in the short and long term. As such, the City seeks to do business with firms that will actively contribute to the City’s sustainability objectives. ENVIRONMENTAL CLAIMS – Upon request, the vendor must provide and make publicly available verifiable evidence supporting every environmental claim made about the products or services provided to the City. Environmental claims for which verifiable evidence must be provided include any claim provided on products, product packaging, product or service sales literature and websites, and information provided to respond to this solicitation. INVESTIGATION – The Proposer shall make all investigations necessary to be informed regarding the service(s) to be performed under the Qualification Based Selection. SPECIAL CONDITIONS – Where special conditions are written in the RFP, these special conditions shall take precedence over any conditions listed under the Professional, Technical and Expert Service “General Instructions and Conditions". CLARIFICATION OF RFP – Proposers who request a clarification of the solicitation requirements must submit questions in writing to the person(s) shown in the REFER QUESTIONS TO section on the cover of this solicitation, or present them verbally at a scheduled pre-submittal meeting, if one has been scheduled. The City must receive written questions no later than the date stated herein. The City will issue a response in the form of an addendum to the solicitation if a substantive clarification is in order. Oral instructions or information concerning this RFP given out by City bureaus, employees, or agents to prospective Proposers shall not bind the City. ADDENDUM – Any change to this solicitation shall be made by written addendum issued no later than 72 hours prior to the Proposal due date. The City is not responsible for any explanation, clarification, or approval made or given in any manner except by addendum. COST OF PROPOSAL – The RFP does not commit the City to pay any costs incurred by any Proposer in the submission of a proposal or in making necessary studies or designs for the preparation thereof, or for procuring or contracting for the services to be furnished under the RFP. CANCELLATION – The City reserves the right to modify, revise, or cancel this solicitation. Receipt and evaluation of proposals or the completion of interviews do not obligate the City to award a contract. LATE PROPOSALS – Proposals received after the scheduled closing time for filing will be rejected as non-responsive and returned to the Proposer unopened. REJECTION OF PROPOSALS – The City reserves the right to reject any or all proposals to the RFP if found in the City’s best interest to do so. In the City’s discretion, litigation between the City and a Proposer may be cause for proposal rejection, regardless of when that litigation comes to the City’s attention and regardless how the Proposer’s proposal may have been scored. Proposals may also be rejected if they use subcontractors or subconsultants who are involved in litigation with the City. Proposers who are concerned about possible rejection on this basis should contact the City before submission of a proposal for a preliminary determination of whether its proposal will be rejected.

require such coverage. CERTIFICATION AS AN EEO AFFIRMATIVE ACTION EMPLOYER –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 Procurement Services, City of Portland, prior to contract execution. EQUAL BENEFITS PROGRAM –Proposers must provide benefits to their employees with domestic partners equivalent to those provided to employees with spouses as prescribed by Chapter 3.100 of the Code of the City of Portland. The required documentation must be filed with Procurement Services, City of Portland, prior to contract execution. LOCAL CONTRACTING – If the final evaluation scores are otherwise equal, the City prefers goods or services that have been manufactured or produced by a Local Business. The City desires to employ local businesses in the purchase, lease, or sale of any personal property, public improvements, or services. The City wants the residents of the State of Oregon and SW Washington to benefit from optimizing local commerce and services, and the local employment opportunities they generate. [City of Portland Resolution #36260] CONFLICT OF INTEREST - A Proposer filing a proposal hereby certifies that the proposal is made in good faith without fraud, collusion or connection of any kind with any other Proposer of the same request for proposals, that the Proposer is competing solely on its own behalf without connection or obligation to, any undisclosed person or firm, that Proposer is not a City official/employee or a business with which a City official/employee is associated, and that to the best of its knowledge, Proposer, its employee(s), its officer(s) or its director(s) is not a City official/employee or a relative of any City official/employee who: i) has responsibility in making decisions or ability to influence decision-making on the contract or project to which this proposal pertains; ii) has or will participate in evaluation, award or management of the contract related to this proposal; or iii) has or will have financial benefits in the contract to which this proposal pertains. Proposer understands that should it elect to employ any former City official/employee during the solicitation period or the term of the contract then that the former City official/Contractor employee must comply with applicable government ethics and conflicts of interest provisions in ORS Chapter 244, including but not limited to ORS 244.040(5) and/or ORS 244.047, and the City’s Charter, Codes and administrative rules, including but not limited to lobbying prohibitions under Portland City Code Section 2.12.080. PUBLIC RECORDS – Any information provided to the City pursuant to this solicitation shall be public record and subject to public disclosure pursuant to Oregon public records laws (ORS 192.410 to 192.505). 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) and/or ORS 646.461 et seq. The fact that a Proposer marks and segregates certain information as exempt from disclosure does not mean that the information is necessarily exempt. 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. 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. The Chief Procurement Officer has the authority to waive minor irregularities and discrepancies that will not affect the competitiveness or fairness of the solicitation and selection process. These Professional, Technical and Expert Services RFP “General Instructions and Conditions" 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 279.

CITY OF PORTLAND BUSINESS TAX –Proposer shall obtain a current City of Portland Business Tax registration prior to initiation of contract and commencement of the work. WORKERS’ COMPENSATION INSURANCE –Proposer shall be covered by Workers’ Compensation Insurance or shall provide evidence that State law does not

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PART I

SOLICITATION REQUIREMENTS

SECTION A

GENERAL INFORMATION

1. INTRODUCTION

The Enterprise Business Solution (EBS) Division of the Office of Management and Finance in the City of Portland (collectively, the “City”) is responsible for the ongoing support and enhancement of the City’s SAP enterprise resource planning (ERP) system. The City’s SAP ERP system software solution incorporates Citywide standardization and use of best-practice business processes and provides consistent financial, purchasing, payroll, and human resources functionality Citywide. As additional, expanded, and/or modified system software and functionality are required by the City, the EBS Division is responsible for planning, performing, and managing the blueprinting, configuration, development, testing, change management, training development and delivery, and implementation of the new, expanded, and/or modified SAP ERP system software and accompanying business processes. The City is seeking a Contractor to oversee the implementation of SAP’s Public Sector Collections and Disbursements (PSCD) module using best business practices for the public sector. The primary goal of this project is to implement the module for use by the Office for Community Technology (OCT) in managing all utility license and franchise agreements. A secondary goal is to implement PSCD in a manner that meets all of OCT’s business requirements while positioning it to be used for other City programs in the future. Therefore the underlying structure of PSCD must be designed from a citywide perspective.

2. BACKGROUND

The EBS Project The EBS Project began in November 2006. The City requested proposals for ERP software to best meet the City’s business needs and functional requirements and selected mySAP2005 ECC 6.0. The City SAP ERP system software and accompanying best-practice business processes were implemented in two phases: Finance and Logistics (FILO) on November 27 2008 and Human Capital Management (HCM) on June 10, 2009. Following the implementation, a select number of the EBS Project staff formed the EBS Division and assumed responsibility for the ongoing support and enhancement of the ERP system. City SAP ERP System Function Groupings The City of Portland runs SAP ERP 6.0 / NW7.02 EHP6 for all financial and human resources business processes. The following SAP FILO and HCM business modules and functions, along with the supporting Technology (TECH) and Help Desk (CHD) functions, form the set of functionality currently in use by the City:

RFP 116108

Present FILO Functions a) Financials (FI) b) Controlling (CO) c) Funds Management (FM) d) Grants Management (GM) e) Accounts Receivable (AR) f) Accounts Payable (AP) g) Asset Accounting (AA) h) Project Systems (PS) - Limited to WBS level functionality for City Capital Projects i) Treasury (TRM) - Excludes Debt and Investment Management solutions j) Sales & Distribution (SD) - Limited to Basic SD functions k) Business Intelligence (BI) - Limited to CAFR (Comprehensive Annual Financial Report) reports l) Material Management (MM) - Excludes inventory functions and SRM/E Page 2 of 43

Procurement m) Business Objects (BOBj) Present HCM Functions • Organization Management (OM) • Benefits (BN) – Only limited functionality • Personnel Administration (PA) • Time Management (TA) • Payroll (PY) • Employee Self-Service (ESS) • Manager Self Service (HCM) – Only limited functionality Office for Community Technology (OCT) The Office for Community Technology, a division of the Revenue Bureau, negotiates and manages franchise agreements for entities seeking authority to use the city rightsof-way, including cable, utilities, and telecommunications companies. In addition, it administers the City’s Utility License Law, which is a tax assessed on utilities within Portland. Currently approximately 375 franchises and agreements are managed and tracked using various Excel spreadsheets, Word documents, and Outlook functionality. SAP is used to record quarterly filings when a balance is due (post a receivable) and to apply payments. A successful PSCD implementation will provide the ability to administer and manage all franchise agreements and utility licenses within SAP. Some of the primary functions required are: • • • • • • •

3. SCOPE OF WORK

Processing quarterly/annual revenue filings that may or may not trigger an amount due Sending reminder notifications via email prior to quarterly/annual filing deadlines Cash desk functionality for payments received manually and electronically Processing new applications and annual renewals Identify and notify accounts that have not met the quarterly/annual filing deadline (incoming correspondence dunning) Tracking correspondence Maintaining required customer master data

The City is seeking proposals from individuals, firms, teams or consultants, hereafter called “Proposer(s),” with demonstrated experience in SAP Public Sector Collections and Disbursements implementations, and proposes to engage a Contractor for the following services: a) Blueprinting Provide consultation in the To-Be blueprinting process in accordance with best business practices while aiming for minimal customization to ensure low ongoing maintenance costs. Provide advice and direction in aligning business requirements with PSCD functionality, while taking into consideration that PSCD will be used for other City programs in the future. See Attachment C for business requirements. b) Implementation of SAP PSCD Based on the final To-Be blueprinting, provide oversight and assistance in the configuration and development of PSCD to integrate with the City’s current implementation of SAP – particularly FI, FM, CO, and SD – in a way that conforms

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to best practices for the public sector. All configuration and customization is to be documented and will conform to all business requirements. (See Attachment C for business requirements.) c) Training and Knowledge Transfer Provide training, mentoring, and transfer knowledge to EBS team members throughout the Project to ensure that ongoing system support and maintenance can be performed by City employees upon Project completion. Services will be provided on-sight and remotely at the sole discretion of the City. Work will be completed in collaboration with a Senior Business Analyst who has prior experience implementing PSCD. A consultant is needed to be available for advice and guidance based on their expertise in PSCD. Specific areas requiring assistance include, but are not limited to, automating annual renewals, cash desk closing, incoming correspondence dunning, applicable functionality available in Enhancement Packages 1-6, and development work required for activating Events and creating forms and reports.

4. PROJECT FUNDING

The proposal shall include the Proposer's true estimated cost to perform the work irrespective of the City's budgeted funds for this work.

5. RFP TIMELINE FOR SELECTION

The following dates are proposed as a timeline for this project: Pre-submittal meeting at 3:30 p.m. Pacific Time Question and Answer period Ends Written proposals due at 4:00 p.m. Pacific Time Announcement of short list Proposers (Estimate) Interviews, if deemed necessary (Estimate) Notice of Intent to Award (Estimate) Contract Negotiation (Estimate) Contract Signature Process Begins (Estimate) Contracts ready for use (Estimate)

December 3, 2013 December 16, 2013 December 23, 2013 January 13, 2014 Week of January 27, 2014 February 4, 2014 February 2014 February 2014 March 2014

The City reserves the right to make adjustments to the above noted schedule as necessary. 6. INTERGOVERNMENTAL Proposers agree to extend identical prices and services under the same terms and COOPERATIVE PROCUREMENT conditions to all public agencies in the United States. Requirements stated herein reflect only that of the City of Portland’s (Oregon) and any other public agency’s identified in this solicitation. A public agency wishing to utilize like services will execute its own contract with the Contractor(s) for its requirements. The Contractor(s) shall provide usage reporting of the City of Portland as well as that of other public agencies to the City of Portland Project Manager as listed in the resulting contract on a quarterly basis. Any Proposer, by written notification included with their proposal submittal, may decline to extend these services, prices, and terms of this RFP to any and/or all other public agencies. 7. RFP MODIFICATION AND CANCELLATION

The City of Portland reserves the right to modify or cancel this RFP. Receipt and evaluation of proposals or the completion of interviews do not obligate the City to award a contract. Cancellation, delay, or suspension of this RFP shall be in accordance with City Code and the City’s PTE Manual, which includes cancellation of the solicitation (RFP), in whole or in part, at any time prior to contract execution, whenever it is in the public interest.

SECTION B

WORK REQUIREMENTS

1. TECHNICAL OR REQUIRED SERVICES

The Contractor shall perform the tasks listed below for this project, and shall be expected to work closely with designated City personnel to:

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a) Assist City in implementing recommended best business practices for the public sector. b) Provide SAP PSCD expertise during the “To-Be” blueprinting process, along with providing an overall assessment of identified blueprinting solutions. c) Work with City staff to complete implementation of identified blueprinting solutions. d) Provide technical expertise in the development of technical requirements, including PSCD Events, forms, reports, and online processes. e) Transfer knowledge to EBS team members throughout the Project such that after the conclusion of the Project ongoing system support can be performed by regular City employees. f) Provide a 6 month warranty for all work performed and provide troubleshooting support during that time.

Below is an overview of the expected functional scope for the project. This information is subject to change during blueprinting with the proposer. Requested services may include the following: Functional Scope Deliverables: a) Master Data Structure i. Business Partners ii. Contract Accounts iii. Contract Objects b) Process Design i. Process Customizing to meet all business requirements ii. Prototype Development c) Integration with FI, FM, CO, SD d) Forms Design e) Reports Design f) Correspondence Design g) Documentation i. Work with City Functional Staff to create appropriate solution documentation Development Scope: The following identifies the development areas that are expected. h) Reports i) Forms j) Correspondence k) Enhancements i. PSCD Events required to meet business requirements l) Authorizations and Security Geographic and Language Scope: All infrastructures will be located at the City of Portland, Portland, OR. Employees must be able to access SAP PSCD from locations within the City of Portland. There is one language to be supported for the implementation: English

2. WORK PERFORMED BY CITY / OTHERS

Specific duties the City will perform include: a) Provide a project manager responsible for project oversight and guidance. b) Assign a functional lead (Senior Business Analyst) who has prior experience implementing the PSCD module to work directly with consultant. c) Provide technical resources (Basis, Security, ABAP Developer). d) Document the “As-Is” processes and work with consultant to develop the “To-Be” processes.

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e) Serve as the lead in the development of test scripts and acceptance testing. f) Provide consultation and direction to consultant(s) regarding design and implementation and other aspects of the project as needed. g) Review and evaluate deliverables. The City will provide the Contractor with the necessary working space and network access during implementation as agreed upon in the Contract.

3. PROJECT REVIEWS

Deliverables shall be considered those tangible resulting work products that are to be delivered to the City such as reports, draft documents, data, interim findings, drawings, schematics, training, meeting presentations, final drawings and reports. The Contractor is encouraged to provide any deliverables in accordance with the City’s Sustainable Paper Use Policy. The policy can be viewed at: http://www.portlandonline.com/omf/index.cfm?c=37732 . Deliverables and schedule for this project shall include: a) Any and all configuration, system, and process documentation necessary to complete the knowledge transfer to EBS staff, such as functional and technical specifications and any needed training materials. th b) Submission of a Monthly Payment and Utilization Report by the 15 of each month (reference Part II, Section C.5 of the RFP). c) Successful implementation of the SAP PSCD module. All deliverables and resulting work products from this contract will become the property of the City of Portland. As such, the Contractor and any Subcontractors grant the City the right to copy and distribute (in any and all media and formats) project deliverables for regulatory, project certification/recognition, program development, public education, and/or for any purposes at the sole discretion of the City of Portland

4. DELIVERABLES AND SCHEDULE

Deliverables shall be considered those tangible resulting work products that are to be delivered to the City such as reports, draft documents, data, interim findings, training, meeting presentations, final training materials, and reports. The Contractor is encouraged to provide any deliverables in accordance with the City’s Sustainable Paper Use Policy. The policy can be viewed at: http://www.portlandonline.com/omf/index.cfm?c=37732. The project will begin on or about the first week of February 2014 upon completion of contract negotiations. The project is expected to end June 2014. Proposed deliverable due dates are to be included in the Proposer’s proposal. Deliverables will be finalized after requirements review, but would include at a minimum: a) Blueprint: i. Requirement documents review and recommendations ii. Blueprint document review and recommendations iii. Provide time estimate of total project completion b) Realization: i. Test Strategy ii. Prototype Development iii. Configuration 1. Basic settings 2. Day-to-Day activities 3. Correspondence 4. Recurring Activities 5. Follow-up 6. Portal implementation

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7. Configuration Unit Testing c) Functional Requirements Documentation d) Any system or process documentation necessary to perform the knowledge transfer to EBS staff e) Submission of a Monthly Subcontractor Payment and Utilization Report by the th 15 of each month with invoice (reference Part II, Section C.5 of the RFP). All deliverables and resulting work products from this contract will become the property of the City of Portland. As such, the Contractor and any subcontractors grant the City the right to copy and distribute (in any and all media and formats) project deliverables for regulatory, project certification/recognition, program development, public education, and/or for any purposes at the sole discretion of the City of Portland.

5. PERIOD OF PERFORMANCE

The City anticipates having the Contractor begin work on or about the first week of February 2014 upon contract execution with submittal of final deliverables to the City by June 30, 2014 or other mutually agreed upon date.

6. PLACE OF PERFORMANCE

The Contractor shall agree to be on-site in EBS offices for at least 40 hours per week throughout the completion of the project. Thereafter, the location for the work may be split between on-site and offsite. On-site work will be conducted at the Portland Building, 1120 th SW 5 Ave., Room 1450, Portland, Oregon, 97204. Document development may occur remotely. All other supporting activities may require on-site visits for knowledge transfer. The combination of on-site and remote work will be agreed upon in detail during the negotiation phase by both contractual parties.

7. ACH PAYMENTS

It is the City’s policy to pay its vendor invoices via electronic funds transfers through the automated clearing house (ACH) network. To initiate payment of invoices, vendors shall execute the City’s standard ACH Vendor Payment Authorization Agreement which is available on the City’s website at: http://www.portlandoregon.gov/bfs/article/409834. Upon verification of the data provided, the Payment Authorization Agreement will authorize the City to deposit payment for services rendered directly into vendor accounts with financial institutions. All payments shall be in United States currency.

8. PUBLIC SAFETY

Public safety may require limiting access to public work sites, public facilities, and public offices, sometimes without advance notice. The Proposer shall anticipate delays in such places and include the cost of delay in its costs. 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.

9. BUSINESS COMPLIANCE

Contractor(s) must be in compliance with the laws regarding conducting business in the City of Portland before an award may be made. The Proposer shall be responsible for the following: Certification as an EEO Affirmative Action Employer The Contractor(s) must be certified as Equal Employment Opportunity Employers as prescribed by Chapter 3.100 of the Code of the City of Portland prior to contract award. Details of certification requirements are available from Procurement Services, 1120 SW Fifth Avenue, Room 750, Portland, Oregon 97204, (503) 823-5047, website: http://www.portlandonline.com. To apply for certification go to our website at: www.ebidexchange.com/cityofportland. Non-Discrimination in Employee Benefits (Equal Benefits) The Contractor(s) must be in compliance with the City’s Equal Benefits Program as prescribed by Chapter 3.100 of the Code of the City of Portland prior to contract award.

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Details of compliance requirements are available from Procurement Services, 1120 SW Fifth Avenue, Room 750, Portland, Oregon 97204, (503) 823-5047, website: www.portlandonline.com. To apply for certification go to our website at: www.ebidexchange.com/cityofportland. Business Tax Registration The Contractor(s) must be in compliance with the City of Portland Business Tax registration requirements as prescribed by Chapter 7.02 of the Code of the City of Portland prior to contract award. Details of compliance requirements are available from the Revenue Bureau Tax Division, 111 SW Columbia Street, Suite 600, Portland, Oregon 97201, (503) 823-5157, website: http://www.portlandoregon.gov/revenue/29320. 10. INSURANCE

The Contractor(s) shall obtain and maintain in full force, and at its own expense, throughout the duration of the contract and any warranty or extension periods, the required insurances identified in the attached sample contract found in RFP Attachment B.

SECTION C

ADDITIONAL INFORMATION

ATTACHMENT INDEX

Attachment A Professional Technical & Expert (PTE) Services Participation Disclosure Form 1 Attachment B The Professional, Technical, and Expert IT Services Contract is the City’s standard contract and will be used as a result of this selection process. A sample contract is attached as Attachment B to this RFP Attachment C Business Requirements Document for Utility License and Franchise Program: a document that provides further background and detail on the functions and processes to be managed by the PSCD Module.

SPECIAL PROVISIONS

The Contract resulting from this RFP will contain terms and conditions that will require the Contractor to provide a 6 month warranty for all work performed and troubleshooting support during the warranty period.

PART II

PROPOSAL PREPARATION AND SUBMITTAL

SECTION A

PRE-SUBMITTAL MEETING/ CLARIFICATION

1. PRE-SUBMITTAL MEETING

A pre-submittal meeting by Teleconference and/or site visit is scheduled for this Request for Proposal on December 3, 2013 from 3:30 pm – 4:30 pm (Pacific Time). This is a non-mandatory meeting; therefore proposal submission will not be contingent upon attendance at this meeting. This meeting will be an opportunity for Proposers to ask questions. Topics may include, but not be limited to: the technical requirements, project scope, and the RFP process. To attend the meeting register with James C. Moering by e-mail at: [email protected] no later than December 2, 2013 at 5:00 pm Pacific Time. A call in number and access code will be provided upon registration.

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2.

RFP CLARIFICATION

Questions and requests for clarification regarding this RFP solicitation must be directed in writing, via email or fax, to the person listed below. The deadline for submitting such questions/clarifications is seven (7) days prior to the proposal due date. An addendum will be issued no later than 72 hours prior to the due date to all recorded holders of the -RFP solicitation if a substantive clarification is in order. James C. Moering, CPPB, JD Senior Technology Procurement Specialist 1120 SW Fifth Ave. Room750 Portland, OR 97204 Phone: (503) 823-7886 Email: [email protected]

SECTION B

PROPOSAL SUBMISSION

1. PROPOSALS DUE

Sealed proposals must be received no later than the date and time, and at the location, specified on the cover of this solicitation. The outside of the envelope shall plainly identify the RFP solicitation number, the project title and the name and address of the Proposer. It is the Proposer’s responsibility to ensure that proposals are received prior to the specified closing date and time, and at the location specified. Proposals received after the specified closing date and/or time shall not be considered and will be returned to the Proposer unopened. The City shall not be responsible for the proper identification and handling of any proposals submitted to an incorrect location.

2. PROPOSAL SUBMITTALS

Proposals must be clear, succinct and not exceed 20 pages. Section dividers, title page, cover letter, PTE Participation Disclosure Form 1, resumes, and the table of contents do not count in the overall page count of the proposal. 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, etc.) that contain post-consumer recycled content and are readily recyclable. Submittals shall NOT include 3-ring binders or any plastic binding, folders, or indexing materials. 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. All submittals will be evaluated on the completeness and quality of the content. Only those Proposers providing complete information as required will be considered for evaluation. The ability to follow these instructions demonstrates attention to detail. All submittals, qualification materials and addendum attachments will become part of the public file on this matter, without obligation to the City

3. PROPOSAL SUBMISSION

For purposes of this proposal submission, the Proposer shall submit: one (1) original printed copy clearly marked “Master”, and one (1) MS Word format copy on CD disk or flash drive. In addition, Proposer shall submit one (1) electronic copy in unprotected MS Word format with redactions on a USB flash drive or CD disk. If no redactions are requested please state that in the Cover Letter portion of your submittal. The entire proposal submittal must be received at the place and on or before the time and date specified on the cover page of this RFP solicitation. 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), ORS 192.502(4), and/or ORS 646.461 et seq. Proposers are required to submit a redacted

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copy of their proposal and all attachments. “Redaction” means the careful editing of a document to obscure confidential references; a revised or edited document thereby obscuring the exempt information but otherwise leaving the formatted document fully intact. The redacted copy must be a complete copy of the submitted proposal, in which all information the Proposer deems to be exempt from public disclosure has been identified. When preparing a redaction copy of your proposal submission, a Proposer must plainly mark the redactions by obscuring the specific areas your firm requests to be exempt from public disclosure. A summary page identifying the pages where redactions occur shall be included with the proposal submission (summary page is not included in page limitations). If a Proposer fails to submit a redacted copy of their proposal as required, the City may release the Proposer’s original proposal without redaction. If the entire proposal is marked as constituting a “trade secret” or being “confidential”, at the City’s sole discretion, such proposal submission may be rejected as non-responsive. Unless expressly provided otherwise in this -RFP solicitation or in a separate written 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. The City agrees not to disclose proposals until the City has completed its evaluation of all proposals and publicly announces the results. Please refer to the GENERAL INSTRUCTIONS AND CONDITIONS for more information about confidential information within public records. 4. COST OF RESPONDING

All costs incurred by the Proposer in preparation of proposals to this solicitation, including presentations to the City and/or for participation in an interview shall be borne solely by the Proposer; the City shall not be liable for any of these costs. At no time will the City provide reimbursement for submission of a proposal unless so stated herein.

5. ORGANIZATION OF PROPOSAL

The Proposers must provide all information as requested in this RFP solicitation. Proposals must follow the format outlined in this RFP solicitation. Additional materials in other formats or pages beyond the stated page limit(s) may not 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. Proposals shall be organized in the following manner: a) b) c) d) e) f) g)

Cover Letter Project Team Proposer’s Capabilities Project Approach and Understanding Corporate Responsibility Supporting References A completed PTE Participation Disclosure Form 1 (refer to Part II.C.5)

SECTION C

EVALUATION CRITERIA

1. COVER LETTER

By submitting a proposal, the Proposer is accepting the General Instructions and Conditions of this RFP solicitation (reference second page of the solicitation) and the Standard Contract Provisions of the Professional, Technical, and Expert Services contract. The Cover Letter must include the following: a) RFP solicitation number and project title b) full legal name of proposing business entity c) structure or type of business entity d) name(s) of the person(s) authorized to represent the Proposer in any negotiations e) name(s) of the person(s) authorized to sign any contract that may result f) contact person’s name, mailing or street addresses, phone and fax numbers, and email address

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g)

statement that no redactions are requested, if applicable

A legal representative of the Proposer, authorized to bind the firm in contractual matters must sign the Cover Letter. If your firm currently has a City of Portland Business Tax registration, is in compliance with the Equal Benefits Program, and is EEO certified, include in the Cover Letter your firm’s Business Tax Registration number, a statement that your firms’ Equal Benefits Application has been approved, and your Equal Employment Opportunity (EEO) expiration date. 2. PROJECT TEAM

Please describe: a) Approximate number of people to be assigned to the project. b) Extent of company’s principal member’s involvement. c) Team qualifications and experience on similar or related projects: i.qualifications and relevant experience of prime consultant ii.qualifications and relevant experience of sub-consultants, if any iii.project manager's experience with similar projects Names of key members who will be performing the work on this project, and: i.their responsibilities on this project ii.current assignments and location iii.experience on similar or related projects iv.unique qualifications Management Approach Describe or provide a detailed description of firm’s 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. This section of the proposal might include organizational charts, a statement regarding lines of authority and responsibility, and a statement regarding how the Proposer is prepared to respond promptly to problems and any changes to scope of work. Key Personnel Describe the educational background, directly related work experience, professional development, and demonstrated performance record of the proposed key personnel: project principal and key project team members, including any sub consultants. Provide key personnel’s resumes that demonstrate that the individual(s) meets the qualification and experience requirements for performing the work outlined in Part I, Section B. g) Proposals containing a Phase two should provide an estimation for each area outlined, as detailed project deliverables for Phase two are cannot be provided by the City at this time. Any details which can be added to the estimates will be considered flexible if the City chooses to extend contract to incorporate a Phase two. Phase 2 cost estimates should be included in the Proposers’ Cost Proposal, see Section II.C.6. .

3. PROPOSER’S CAPABILITIES

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a) Describe similar projects performed within the last five years, which best characterize firm’s capabilities, work quality and cost control. b) Describe similar projects with other government agencies. c) Describe firm’s resources available to perform the work for the duration of the project and other on-going projects. d) Describe firm’s internal procedures and/or policies associated or related to work quality Page 11 of 43

and cost control. e) Describe firm’s management and organizational capabilities. f) Each Proposer shall provide with their proposal three (3) references from similar projects completed within the last five (5) years. Each provided reference shall have a brief description of the referenced project including: References must include the following: i. The contact person's name, agency, address, phone number, and email address, ii. The contact person’s role in the project (e.g., project manager, etc.), iii. The name of the project, and the reference’s contract number(s) for all contracts under which the work was performed, iv. The dates between which the work was done, and the names of any project team members that are being proposed to the City who were involved in the reference project, and the roles that those project team members fulfilled During Evaluation Phase 2, if determined necessary, the City will make a reasonable attempt to contact each reference three (3) times. If after three (3) attempts the reference does not respond, that reference shall not be evaluated, and the Proposer shall only be evaluated on their remaining references. If the Proposer provides more than three (3) references, references beyond the first three references provided will not be contacted, evaluated or considered. Failure to provide references may result in the Proposer’s proposal being rejected as non-responsive. Additionally, the City reserves the right to contact any additional personal or firm references it deems appropriate or in its best interests when evaluating the Proposer’s proposal. The City may conduct other reference checks with persons whose names have not been provided by the Proposer, but that the City has knowledge. The City may use references to obtain additional information, break tie scores, or verify any information needed. The City may check additional references to determine if references provided by the Proposer are supportive of the Proposer’s ability to comply with the requirements of this RFP. Failure to provide complete and accurate information in a proposal may be cause for rejection.

4. PROJECT APPROACH AND UNDERSTANDING

a) Describe the proposed work tasks and activities, the methodology that will be used to accomplish them, and identify the team members who will work on each task. b) Describe the proposed work products that will result from each task or activity. c) Identify points of input and review with City staff. d) Identify the time frame estimated to complete each task.

5. CORPORATE RESPONSIBILITY

Through the adoption of The Portland Plan, the Social Equity Contracting Strategy, and Sustainable Procurement Policy, the Portland City Council has shown its commitment to contracting with socially and environmentally responsible businesses. The City values and supports diversity and is dedicated to advancing equity in public contracting by increasing opportunities for State of Oregon certified Minority, Women and Emerging Small Business enterprises (“M/W/ESB”). The Social Equity Contracting Strategy promotes M/W/ESB economic growth and encourages partnering and mentoring between large and small M/W/ESB firms on City PTE contracts. Therefore, the City has established an overall aspirational goal of 20% in awarding PTE prime consultant and sub-consultant contracts to State of Oregon certified M/W/ESB firms. Proposing firms are encouraged to use the State’s OMWESB website (http://www4.cbs.state.or.us/ex/dir/omwesb/) for identifying potential M/W/ESB subconsultants. All Proposers shall address the following in their proposals:

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a. Oregon State Certification Please indicate in your response if your firm is currently certified in the State of Oregon as an MBE, WBE, or an ESB. b. Minority, Women, and Emerging Small Business Contracting • If your firm is acting as the prime consultant or utilizing subconsultants on this project, please list the total project contract amount including scopes of work on Form 1(PTE Participation Disclosure Form). • Points will be awarded based upon the maximum dollars contracted with State of Oregon certified M/W/ESB prime and/or subconsultants. *Note: Failure to submit Form 1 with your proposal may result in the proposal being found non-responsive and may be rejected. c.

Workforce Diversity and Community Involvement • Describe your firm’s workforce demographics and any measurable steps taken to ensure a diverse internal workforce (e.g., women and people of color). • How do you approach internal on the job training, mentoring, technical training, and/or professional development opportunities for women and people of color? • Describe your firm’s employee compensation structure, (e.g., living wages, healthcare coverage, employee leaves, dependent care, etc.). • Describe your firm’s commitment to community service, (e.g., charitable programs, scholarships, economic development, etc.)

d.

Sustainable Business Practices • List the top five actions/ongoing practices your firm has implemented to reduce the environmental impacts of your operations (e.g., energy efficiency, use of recycled content or non-toxic products, use of public transit or alternative fuel vehicles, waste prevention and recycling, water conservation, green building practices, etc.). • Regarding your top five actions, please reference implementation dates, timelines, and any performance metrics or third-party awards/recognition (such as Sustainability at Work). • Does your firm participate in any third-party sustainability related organizations, networks, or committees? If so, list up to five examples and how long your firm has been an active participant in each.

The City expects thoughtful consideration of all of the above Corporate Responsibility criteria in the preparation of proposals. The City will enforce all M/W/ESB commitments submitted by the Proposer, and the Contractor will be required to submit a completed Monthly Subconsultant Payment and Utilization Report (“MUR”) to ensure that subconsultants are utilized to the extent originally proposed and submitted in its proposal. The Contractor will not be permitted at any time to substitute, delete, or add a subconsultant without the prior written approval of the Chief Procurement Officer. For reference, a copy of this MUR form may be obtained at: http://www.portlandoregon.gov/bibs/45475.

6.

PROPOSED COST

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The proposal shall include the Proposer’s true estimated cost or fixed-price estimate for the all phases of the proposed project approach irrespective of the City’s anticipated cost. Additionally, this cost shall include the hourly rates of each person associated with the project as well as the estimated number of hours each staff member will be expected to work on each task.

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PART III

PROPOSAL EVALUATION

SECTION A

REVIEW AND EVALUATION

1. EVALUATION CRITERIA

A Selection Review Committee (Committee) will be appointed to evaluate the proposals received. For the purpose of scoring proposals, each Committee member will evaluate each proposal in accordance with the criteria listed in Part II, Section C. The Committee may seek the assistance of outside expertise, including, but not limited to, technical advisors. The Committee will require a minimum of ten (10) working days to evaluate and score the proposals. The choice of how to proceed, decisions to begin or terminate negotiations, determination of a reasonable time, decisions to open negotiations with a lower scoring Proposer, and any decision that a solicitation should be cancelled are all within the sole discretion of the City. The proposal evaluation process consists of a series of Evaluation Phases that will lead to the identification of a finalist. Each proposal response will be evaluated in accordance with the following evaluation criteria: Evaluation Phase #1 – Written Scoring: Responses meeting the mandatory and responsiveness requirements will be further evaluated as part of Evaluation Phase #1. One hundred possible points are available at Phase #1. This step consists of a detailed review of the responses as follows: Phase #1 Evaluation Criteria Criteria

Maximum Phase #1 Score

1. COVER LETTER 2. PROJECT TEAM

20

3. PROPOSER’S CAPABILITIES

25

4. PROJECT APPROACH

20

5. CORPORATE RESPONSIBILITY OR State Certification MWESB Contracting Workforce Diversity & Community Involvement Sustainable Business Practices 6. Proposed Cost TOTAL:

Point Distribution by Subsection REQUIRED

20 4 8 3 5 15 100

Evaluation Phase #2 – Oral Scoring: If oral interviews or presentations are determined to be necessary, this next step may consist of oral presentations, reference checks, and further clarification of the Proposer’s response. The number of proposals on the “short list” depends on whether the Committee believes such proposals have a reasonable chance of leading to the award of a contract. Proposers invited to participate in Evaluation Phase #2 will be given additional information regarding the City’s desired content a reasonable time before the scheduled Evaluation Phase #2 oral interviews or presentations are held. The scoring of the Phase #2 will be as follows:

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Phase #2 Evaluation Criteria Criteria Maximum Evaluation Phase #2 Score Content of Oral Presentation 100 Total:

100

All communications shall be through the contact(s) referenced in Part II, Section A.2 of the RFP. At the City’s sole discretion, communications with members of the evaluation committee, other City staff, or elected City officials for the purpose of unfairly influencing the outcome of this RFP may be cause for the Proposer’s proposal to be rejected and disqualified from further consideration. The City has the right to reject any or all proposals for good cause in the public interest, and the Chief Procurement Officer may waive any evaluation irregularities that have no material effect on upholding a fair and impartial evaluation selection process. NOTE: In the City’s discretion, litigation between the City and a Proposer may be cause for proposal rejection, regardless of when that litigation comes to the City’s attention and regardless how the Proposer’s proposal may have been scored. Proposals may also be rejected if they use subcontractors or subconsultants who are involved in litigation with the City. Proposers who are concerned about possible rejection on this basis should contact the City before submission of a proposal for a preliminary determination of whether its proposal will be rejected. 2

SCORING PROCESS

For Evaluation Phase #1, the sum of all points earned by a Proposer from all proposal evaluators will be the Total Overall Score for Phase #1. The Evaluation Committee may focus on only a limited number of proposals by developing a “short list” to move on to Evaluation Phase #2 based on the scores from the written proposals or may proceed directly to contract negotiation and award. If Proposers move to Evaluation Phase #2, then the proposal scores from Phase #1 will not be used during the oral interview/presentation process and will be scored based on the Phase #2 criteria alone. Following completion of the Evaluation Phase #2 scoring, each Proposer’s Evaluation Phase #2 score will be added to their Evaluation Phase #1 score to determine their Total Overall Score. The highest scoring proposal, based on their Total Overall Score, may be identified as the Finalist.

3. CLARIFYING PROPOSAL DURING EVALUATION

At any point during the evaluation process, the City is permitted, but is not required, to seek clarification of the proposal. However, a request for clarification does not permit changes to a proposal.

SECTION B

FINAL SELECTION

1. CONTRACT NEGOTIATION

The consultant selection process will be carried out under Portland City Code Chapter 5.68. Following the Evaluation Committee’s final determination of the highest scored Proposer, the City will issue a Notice of Intent to Award and begin contract negotiations. The City will attempt to reach a final agreement, including a detailed scope of work, project schedule, and fee schedule, with the highest scoring Proposer. However, the City may, in its sole discretion, terminate negotiations and reject the proposal if it appears agreement cannot be reached. The City may then attempt to reach a final agreement with the second highest scoring Proposer and may continue on, in the same manner, with remaining Proposers until an agreement is reached.

2. CONTRACT DEVELOPMENT

The proposal and all responses provided by the Proposer may become a part of the final contract. Any information included as part of the contract shall be a public record and not exempt from disclosure, including items redacted from the proposal. The form of contract

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shall be the City's Contract for IT PTE Services found in RFP Attachment B. 3. REVIEW AND PROTESTS

REVIEW: Following the Notice of Intent to Negotiate and Award, the public may view proposal documents. However, any proprietary information so designated by the Proposer as a trade secret or confidential and meeting the requirements of ORS 192.501, 192.502 and/or ORS 646.461 et seq., will not be disclosed unless the Multnomah County District Attorney determines that disclosure is required. At this time, 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. PROTESTS: Protests may be submitted to the Chief Procurement Officer only for formal solicitations resulting in contract(s) individually valued at or above the Formal Solicitation Process Dollar Threshold (reference http://www.portlandoregon.gov/bibs/article/74585), and only from those Proposers who would receive the contract if their protest was successful. Protests must be in writing and received by the Chief Procurement Officer within seven (7) calendar days, UNLESS OTHERWISE NOTED, following the date the City’s Notice of Intent to Negotiate and Award, Notice to Short List, or notification for non-responsiveness was issued. The protest must specifically state the reason for the protest and show how its proposal or the successful proposal was mis-scored or show how the selection process deviated from that described in the solicitation document. No contract will be awarded until the protest has been resolved. Protests must be timely and must include all legal and factual information regarding the protest, and a statement of the form of relief requested. Protests received later than specified or from other than the Proposer who would receive the contract if the protest was successful will not be considered. The exercise of judgment used by the evaluators in scoring the written proposals and interviews, including the use of outside expertise, is not grounds for appeal. The Chief Procurement Officer may waive any procedural irregularities that had no material effect on the selection of the proposed contractor, invalidate the proposed award, amend the award decision, request the evaluation committee re-evaluate any proposal, or require the bureau to cancel the solicitation and begin again to solicit new proposals. In the event the matter is returned to the evaluation committee, the Chief Procurement Officer shall issue a notice canceling the Notice of Intent to Negotiate and Award. Decisions of the Chief Procurement Officer are final and conclude the administrative appeals process.

3. KICK-OFF MEETING

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If requested by the City, the Contractor shall begin work by attending an orientation meeting to take place within five (5) Business Days following execution of the contract. The Contractor shall then develop and maintain a comprehensive schedule for all elements of the project

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ATTACHMENT A TO RFP 116108 CITY OF PORTLAND PROFESSIONAL TECHNICAL & EXPERT (PTE) SERVICES PARTICIPATION DISCLOSURE FORM 1

CITY PTE DISCLOSURE REQUIREMENTS

The City’s disclosure program was adopted to document the utilization of Oregon certified Minority, Women and Emerging Small Businesses (M/W/ESBs) on City projects. This Request for Proposal (RFP) requires submission by the Proposer of the PTE Participation Disclosure Form 1. The Proposer must disclose the following information: 1) Contact information and Employer Identification Number (EIN or FED ID#) for all contract participants 2) State of Oregon M/W/ESB designation (Verify current certification status with the Office of Minority, Women, and Emerging Small Business at http://www4.cbs.state.or.us/ex/dir/omwesb)

3) The proposed scope or category of work that the Proposer and any subconsultants will be performing 4) The percentage amount of the Proposer’s self-performing work and of all subconsultants’ contract(s) 5) Percentage of total contract amount allocated to Oregon certified M/W/ESB participation The use of ‘TBD’, ‘N/A’, or similar symbols is not acceptable. All requested information must be provided. If the Proposer will not be using any subconsultants, the Proposer is still required to enter its own information in the appropriate section and to indicate “NONE” in the subconsultant section of the accompanying form and submit the form with its proposal.

FAILURE TO SUBMIT THE PTE PARTICIPATION DISCLOSURE FORM 1 WITH THE PROPOSAL MAY RESULT INTHE PROPOSAL BEING FOUND NON-RESPONSIVE AND REJECTED FROM CONSIDERATION

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CITY OF PORTLAND PTE PARTICIPATION DISCLOSURE FORM 1 This Request for Proposal requires submission by the Proposer of this PTE Participation Disclosure Form 1. Proposers must disclose the following information: Please print all information clearly. Proposer Name: Project Name: Number:

RFP

Contact Name:

Phone:

Email: Percentage of total contract amount allocated to Oregon certified M/W/ESB participation PROPOSER INFORMATION (Please Print)

(Proposer & subconsultants added together) M/W/ESB

%

SCOPE / TYPE OF WORK

SELFPERFORMING PERCENTAGE

Firm Legal Name: Email: Phone #: Fax#: FED ID OR EIN # (No SS#):

SUBCONSULTANT INFORMATION (Please Print)

%

M/W/ESB

SCOPE / TYPE OF WORK

SUBCONTRACT PERCENTAGE

Firm Legal Name: Email: Phone #: Fax#: FED ID OR EIN # (No SS#):

%

Firm Legal Name: Email: Phone #: Fax#: FED ID OR EIN # (No SS#):

%

Firm Legal Name: Email: Phone #: Fax#: FED ID OR EIN # (No SS#):

%

NOTE: 1) Using ‘TBD’, ‘N/A’, or similar symbols is not acceptable. 2) The Proposer and all subconsultants must be listed on this form. Leave M/W/ESB column blank if firm is not confirmed as currently certified through the State of Oregon Office of Minority, Women, and Emerging Small Business: http://www4.cbs.state.or.us/ex/dir/omwesb. 3) If the Proposer will not be using any subconsultants, the Proposer is required to indicate “NONE” in the Subconsultant Information section of this form and submit this form with its proposal. 4) Do not enter Social Security numbers on this form. Failure to submit this form with the proposal may result in the proposal being found nonresponsive and rejected. RFP 116108

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ATTACHMENT B to RFP 116108 SAMPLE CITY OF PORTLAND AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES CONTRACT No. ________________ SAP PSCD MODULE IMPLEMENTATION: ________________________________________________

This Contract is made effective _______________ (“Effective Date”), by and between the City of Portland, a municipal corporation of the State of Oregon, and its successors or assigns (hereafter called "City"), and ___________________________, a(n) _______________ corporation (hereafter called “Contractor”), by and through their duly authorized representatives. This Contract may refer to the City and Contractor individually as a “Party” or jointly as the “Parties.” The City's Project Manager for this contract is ______________________. Effective Date and Duration Unless terminated sooner under the provisions of this Contract, the term of this Contract shall be for XXX, from _________________, to ___________________. Consideration (a) City agrees to pay Contractor a sum not to exceed $________________ for accomplishment of the Project. (b) Payments shall be made to Contractor according to the schedule identified in Exhibit A, Statement of Work and Payment Schedule. ========================================================================= CONTRACTOR DATA AND CERTIFICATION Contractor Name: Address: Employer Identification Number (EIN) _________________ City of Portland Business License # _____________________ Payment information will be reported to the IRS under the name and Employer I.D. number provided above. Information must be provided prior to contract approval. Information not matching IRS records could subject Contractor to a twenty percent (20%) backup withholding. ========================================================================= STANDARD CONTRACT PROVISIONS FOR PROFESSIONAL, TECHNICAL & EXPERT SERVICES (MANDATORY PROVISIONS) 1.

Definitions

These definitions apply to the entire Contract including Exhibits, subsequent Amendments, and Task Orders: “Acceptance” means a Deliverable has been delivered, inspected, configured, and diagnostic tests have been performed to demonstrate, to the City’s satisfaction, that the Deliverable conforms and operates according to the requirements of this Contract, applicable Acceptance Criteria or Documentation, and Contractor’s representations. RFP 116108 Contract XXXX

Page 19 of 43 Contractor Name

“Acceptance Criteria” means all specifications, functionality and performance requirements as set forth in the Statement of Work or a Task Order (as such specifications, and requirements and Statement of Work or Task Order may be changed from time to time by mutual agreement in writing) and Contractor’s representations and warranties. The City’s acceptance criteria will be based on reliance on Contractor’s experience and expertise. City and Contractor agree to establish the Acceptance Criteria in writing for the purpose of conducting Acceptance Testing. “Acceptance Date” means the date on which the City issues a Certificate of Acceptance for a Deliverable or Service. In regard to a particular Task Order without a requirement for an Acceptance Test, the Acceptance Date is the date when the City certifies to Contractor in writing that the Deliverable or Service is complete. “Acceptance Test” means the evaluation and testing method, procedures, or both, that are used to determine whether or not a Deliverable requiring Acceptance Testing operates in accordance with the Acceptance Criteria. Acceptance Testing may occur in one or more phases, depending on the integration of contingent products, scalability, performance tuning or other measurable features or milestones. “Amendment” means a written document required to be signed by both Parties when in any way altering the terms and conditions, term, or cost provisions of the Contract or changing, adding to, or substantially altering a Statement of Work. “Business Day” means a calendar day of twenty-four hours, excluding weekends and City recognized holidays, beginning at midnight and ending at midnight twenty-four hours later. “Calendar Day” means a calendar day of twenty-four hours, including weekdays, weekends and holidays, beginning at midnight and ending at midnight twenty-four hours later. “Certificate of Acceptance” means a written instrument by which the City notifies Contractor either that in its sole discretion the Acceptance Criteria have been met or waived, in whole or in part. “Change Order” means a document, agreed and signed by both Parties, that changes an existing Statement of Work or Task Order. “City Confidential Information” means any information, in any form or media, including verbal discussions, whether or not marked or identified by the City, which is reasonably described by one or more of the following categories of information: (1) financial, statistical, personnel, human resources data or Personally Identifiable Information as described in the Oregon Consumer Identity Theft Protection Act of 2007; (2) business plans, negotiations, or strategies; (3) unannounced pending or future products, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by ORS 192.501(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475; (5) Exempt per ORS 192.501 and/or ORS 192.502 (6) attorney/client privileged communications, (7) exempt per federal laws (including but not limited to Copyright, HIPPA) and (8) information relating to or embodied by designs, plans, configurations, specifications, programs, or systems developed for the benefit of the City including without limitation, data and information systems, any software code and related materials licensed or provided to the City by third parties; processes; applications; codes, modifications and enhancements thereto; and any work products produced for the City. “Confidential Information” means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential or proprietary at the time of disclosure and is confirmed in writing within thirty (30) RFP 116108 Contract XXXX

Page 20 of 43 Contractor Name

Calendar Days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving party; is already known to the receiving party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Contract or any other agreement between the Parties or of any applicable protective or similar order, in the receiving party’s possession without any obligation restricting disclosure; is independently developed by the receiving party without breach of this Contract; or is explicitly approved for release by written authorization of the disclosing party. “Coverage Hours” means those hours specified in this Contract or subsequent Task Order during which period Contractor shall provide Services. “Customization” means (a) any modification to or adaptation of the Software or System, or (b) any new component or accessory or new code, whether prepared, created, or developed by Contractor at the City’s request as a work for hire, by the City, or by the City in conjunction with Contractor. “Deliverable(s)” means the means the goods or services or documents or other tangible work products described in the Statement of Work or a Task Order, to be provided to the City by Contractor. “Documentation” means User manuals and other written materials in any form that describe the features or functions of the Software, System, or Deliverables, including but not limited to published specifications, marketing materials, technical manuals, and operating instructions provided to the City, or readily available to the public, or as required to be produced by Contractor subject to the terms of this Contract. “Error” means any defect, problem, condition, bug, or other partial or complete inability of a Deliverable to perform either in accordance with the applicable Specifications or in the same manner in which it operated as of the Acceptance Date. “Fix” means a correction to Software or other Deliverable that does not function or operate in accordance with the applicable Specifications. A Fix is not a Modification or Upgrade. “Hardware” means any equipment, machinery, device, tool, computer, computer component, computer system, including add-ons, or peripherals of tangible form together with the necessary supplies for upkeep and maintenance, and other apparatus necessary for the proper operation, modification, or support of the System. “Maintenance” means services provided by Contractor to the City designed to keep Software operating in optimum condition, including Updates and Upgrades and application development to accommodate changes in the business requirements of the City. “Material Breach” means any breach of this Contract that (a) causes or may cause substantial harm to the non-breaching party; or (b) substantially deprives the non-breaching party of the benefit it reasonably expected under this Contract. “Operating System Software” means any computer program product that is installed on, and is a component integral to the function and basic operation of the hardware of a specific data-processing system or platform in order to allow Users and application programs to make use of it. “Product(s)” means Software, Hardware, Documentation and supplies, Services including warranty services, installation and Maintenance and professional services, which may include Upgrades, Customization and training. “Project” means the overall collection of Deliverables, Services, and activities required under this RFP 116108 Contract XXXX

Page 21 of 43 Contractor Name

Contract, any of which Contractor may be providing in whole or in part. “Repair” means to fix, repair, patch, reprogram, or replace the Software or System or component thereof so as to eliminate Errors or failure to the City’s satisfaction. “Services” means both ordinary and professional services as required to be performed by Contractor under this Contract for the City as set forth in the Statement of Work. “Software” means the, including, without limitation, the applications and programs used in the System as well as any Customization, diagnostic software, Updates, Upgrades and any related Documentation related to this System, as well as any other applications and programs covered by Services supplied by Contractor under this Contract. “Specifications” means the most current statement of capabilities, functionality and performance requirements as set out in the Acceptance Criteria, the Statement of Work, Documentation, Contractor’s Proposal and Proposal Clarifications, and the City’s Request for Proposals. “Statement of Work” (SOW) means the written detailed specifications of the Deliverables or Services(s) to be delivered to the City by Contractor subject to the terms and conditions of this Contract. “Subcontractor” means any person or business entity employed to perform all or part of an obligation of this Contract under the control of Contractor. “System” means the City’s SAP system, and collectively all Products or other tangible components and interfaces related to this Project. “System Response Time” means the time required for a representative sample of User transactions to be processed by the System. “Task Order” means any written request or document issued by the City and signed by both Parties for additional Product(s) or Service(s) to be provided under this Contract. Task Orders shall document the description of goods and/or services, price, payment schedule, project and performance schedule, due dates, milestones and deliverables. “Update” means a change, modification, or enhancement to the System or Software, and related Documentation, which improves its performance or efficiency, but does not alter its core functionality. “Upgrade” means a newer, better version, change, modification, or enhancement to the System or Software, and related Documentation, which incorporates major new features or increases the core functionality of the System or Software and may be considered a new version. “User” means any person employed or working on behalf of the City, its Bureaus, Divisions, Offices, Directors, and any person or entity under contract or authorized by the City to provide it with services and to use the City’s resources in whole or in part, in the course of assisting the City. 2.

Order of Precedence

In the event there is a conflict between the terms and conditions of one portion of this Contract with another portion of this Contract, the conflict will be resolved by designating which portion of the Contract documents takes precedence over the other for purposes of interpretation, except where a clear statement of precedence other than that set forth in this section is included in the document. In this Contract the order of precedence shall be: RFP 116108 Contract XXXX

Page 22 of 43 Contractor Name

1. 2. 3. 4. 5. 6. 3. 3.1

Amendments to this Contract This Contract’s terms and conditions Change Orders Task Orders Exhibit A, Statement of Work and Payment Terms Exhibit B, Contractor’s Proposal.

Task Orders and Change Orders The City and Contractor agree that if the City requires additional Services or Products, it may submit a Task Order to Contractor. The scope of work, schedule, Deliverables, and compensation for each project will be defined in the Task Order prior to commencement of the work. Task Orders are subject to the terms of this Contract. Agreed-upon changes shall not be retroactive and shall apply as of the effective date of the respective Task Order. Any changes to the scope of work, schedule, Deliverables, or compensation in a Task Order must be agreed upon by Contractor and the City in writing via the Change Order process, outlined below.

3.2

Change Orders to a Task Order. The City reserves the right to make changes, at any time to a Task Order in the form of a Change Order agreed to in writing by the Parties. Contractor agrees to timely alter the delivery of Products or Services accordingly. If such changes materially increase or decrease Contractor’s obligations, the Parties shall execute an Amendment to the Contract as needed or adjust the fee accordingly, and if the amount of such adjustment is not calculable as a function of hours or tasks, the Parties shall negotiate in good faith a modified fee.

3.3

Survival of Orders. In the event that a Task Order/Change Order is not completed prior to the expiration of this Contract, the Task Order/Change Order shall survive the expiration of such until completion and all provisions of this Contract shall be considered active and in full force until the Task Order/Change Order reaches conclusion. In no case shall a new Task Order/Change Order be placed by the City or be accepted by Contractor after the expiration date of this Contract. The City reserves the right to make changes, at any time to a Task Order in the form of an amendment agreed to by the Parties. Contractor agrees to timely alter the delivery of Products or Services accordingly. If such changes materially increase or decrease Contractor’s obligations, the City shall execute an Amendment to the Contract, and if the amount of such adjustment is not calculable as a function of hours or tasks, the Parties shall negotiate in good faith a modified fee.

3.4

In no case shall a new Task Order be placed by the City or be accepted by Contractor after the expiration date of this Contract.

4.

Progress Reports

Contractor shall provide progress reports to the Project Manager as set forth in Exhibit A, Statement of Work. 5.

Acceptance Testing

5.1

Prior to Accepting Deliverables, the City shall have the right to perform Acceptance Testing. Contractor shall cooperate with the City in the development of Acceptance Criteria and the Acceptance Test Plan that shall codify and set forth the location, date, and other specifications of the test.

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5.2

Procedure and Timetable. Unless otherwise specified, the City shall commence the Acceptance Test no later than ten (10) Business Days after receipt of a Deliverable. Contractor shall provide, at no additional cost, reasonable and appropriate support, assistance, and consultation regarding the Deliverable in order to facilitate Acceptance Testing. Acceptance Testing shall not exceed thirty (30) Business Days; and The City will make all reasonable efforts to complete the Acceptance Test within the time period specified. If the Acceptance Test is successful the City shall issue a written Certificate of Acceptance.

5.3

Failure of Acceptance Test. The City will notify Contractor if a Deliverable or a portion of a Deliverable, fails to pass an Acceptance Test and will specify in reasonable detail the identified failures and possible reasons for failure. After City’s notification, Contractor shall correct the Deliverable, or the affected portion, within ten (10) Business Days and notify the City that the Correction has been completed. After Contractor’s Correction notification, the City shall perform a second Acceptance Test. If the Deliverable, or portion of the Deliverable, fails to pass the second Acceptance Test, the City shall notify Contractor in writing, and the City may, in its sole discretion: (a) terminate the Contract or Task Order with no further liability; (b) request Contractor to replace the Deliverable or defective portion of the Deliverable at no additional cost to the City, c) request Contractor make further corrections to prepare for retesting again; (d) accept the Deliverable at a reduced cost to be negotiated between the Parties; or (e) issue an Acceptance Certificate entitled “Acceptance with Exception(s).”

5.4

If the City issues an “Acceptance with Exception(s)” the City will list the exception(s) and the date for Contractor’s correction. If exceptions are corrected by the listed date(s) the City agrees to commence further Acceptance Testing of the Deliverable or affected portion(s). If the Deliverable passes the Acceptance Tests, the City will issue a Certificate of Acceptance. If a Deliverable fails a second Acceptance Test (or in the event of a single Acceptance Test, the Acceptance Test) in no event shall there be an increase to the original price agreed to by the Parties for the Deliverable.

5.5

If the City elects to accept the Deliverable even with the failure(s), then the City may request that Contractor issue a refund to the City in an amount equal to a percentage of the full fee value of the Deliverable that the Parties mutually determine represents the loss of functionality of the Deliverable.

5.6

The City shall have the right to revoke “Acceptance with Exception(s)” if the City granted an “Acceptance with Exception(s)” based on Contractor’s commitment to correct the defect within a reasonable period of time, but the defect has not been so corrected. The City shall also have the right to revoke Acceptance if the City accepted the Deliverable without discovery of the defect, and the Acceptance was reasonably induced by Contractor’s assurances or by the difficulty of discovery of the defect before Acceptance. Revocation is effective only if it occurs within a reasonable time after the City discovers or should have discovered the reasons for revocation.

6.

Payment.

6.1

6.2

Payments shall be made in accordance with the payment schedule set forth in Exhibit A, Statement of Work. Payment shall be issued by the City net thirty (30) Calendar Days from receipt and acceptance of a proper invoice from Contractor. Contractor invoices must contain Contractor’s name and address; invoice number; date of invoice; Contract number and date;

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description of Products and/or Services; quantity, unit price, (where appropriate), and total amount; City-required reporting, if any, and the title and phone number of the responsible official to whom payment is to be sent. The City may stipulate how line items are entered on an invoice to ensure compatibility with the City’s accounting and financial systems and to facilitate payment to vendor. 6.3

It is the City’s policy to pay its vendor invoices via electronic funds transfers through the Automated Clearing House (ACH) network. To initiate payment of invoices, vendors shall execute the City’s standard ACH Vendor Payment Authorization Agreement which is available on the City’s website at: http://www.portlandonline.com/omf/index.cfm?c=26606&a=409834. Upon verification of the data provided, the ACH Vendor Payment Authorization Agreement will authorize the City to deposit payment for services rendered or goods provided directly into vendor accounts with financial institutions. All payments shall be in United States currency.

7.

Warranties

7.1

Throughout the term of this Contract and for a period of six (6) months after the expiration of this Contract, Contractor warrants: that the work performed under this Contract will meet the standards of skill and diligence normally employed by professional engineers or consultants performing the same or similar services, that work will be free from errors and from defects in workmanship and materials, and that deliverables shall conform to the performance standards, specifications, functions and other descriptions and standards applicable thereto as set forth in the Statement of Work. Contractor shall perform such additional work as may be necessary to correct errors in the work required under this Contract without undue delays and without additional cost.

7.2

Contractor warrants it has complied and shall comply with all applicable law in connection with the execution, delivery, and performance of this Contract; that the execution, delivery, and performance of this Contract and any Task Order subject to this Contract shall not contravene the terms of any contracts with third parties, or any third-party rights in any patent, trademark, copyright, trade secret, or similar right; and, as of the date of this Contract, there are no actual or threatened legal actions with respect to the matters in this Contract.

7.3

Contractor warrants and represents the following: (1) Software, including all components and Upgrades supplied by Contractor, shall operate in accordance with Acceptance Criteria and all Documentation. (2) Software is compatible with the City's existing data files and systems as may be applicable and identified at the time of this Contract or a Task Order, and shall run in accordance with the Documentation. (3) No Material Defects or Viruses/Illicit Code. Software is free of any defect in material of the media in which it is delivered and is free of any virus, Trojan horse, spyware, malware, or other program routine designed to erase, disable or otherwise harm the City's hardware, data or other programs that Contractor knew or should have known was contained in the Software or other code or program. (4) Software shall not: A)

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B)

replicate, transmit, or activate itself without the control of an authorized person operating computing equipment on which it resides, unless requested or authorized by the City;

C)

alter, damage, or erase any data or computer programs without the control of an authorized person operating the computing equipment on which it resides; or

D) contain any key, node lock, time-out or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data developed under this Contract, based on residency on a specific hardware configuration, frequency of duration of use or other limiting criteria (any of the foregoing shall constitute “illicit code”). 7.4

Documentation Explains Use. Contractor warrants that the Documentation shall explain the operation of the Software in terms understandable by City Users of reasonable technical competence.

8.

Ownership of Work Product

All work products produced by Contractor under this Contract are the exclusive property of the City. “Work product” shall include but not be limited to research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form; Contractor and the City intend that such work product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a work product is deemed not to be a “work made for hire,” Contractor hereby irrevocably assigns and transfers to the City all right, title and interest in such work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Contractor shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Contractor waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or approval, restriction or limitation on use or subsequent modifications. 9.

Access to Records

Contractor shall maintain, and the City and its duly authorized representatives shall have access to, the books, documents, papers, and records of Contractor which are directly pertinent to this specific Contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by the City. 10.

Audits

10.1

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 section 1, Access to Records. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States General Accounting Office.

10.2

If an audit discloses that payments to Contractor were in excess of the amount to which Contractor was entitled, then Contractor shall repay the amount of the excess to the City.

10.3

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

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Auditing Standards, the City may pursue remedies provided under Section 12, Early Termination of Contract and Section 15, Remedies. 11.

Effective Date and Duration

The Effective Date is set forth in the first page of this Contract. The passage of the Contract expiration date shall not extinguish, prejudice, or limit either party's right to enforce this Contract with respect to any default or defect in performance that has not been cured. 12.

Early Termination of Contract

12.1 time.

The City and Contractor, by mutual written agreement, may terminate this Contract at any

12.2

The City, on thirty (30) Calendar Days’ written notice to Contractor, may terminate this Contract for any reason deemed appropriate in its sole discretion.

12.3

Either the City or Contractor may terminate this Contract in the event of a 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 of the Party's intent to terminate. If the Party has not entirely cured the breach within fifteen (15) Calendar 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.

13.

Payment on Early Termination

13.1

In the event of termination under Subsection 12.1 or 12.2, the City shall pay Contractor for work performed in accordance with the Contract prior to the termination date.

13.2

In the event of termination under Subsection 12.3 by Contractor due to a breach by the City, then the City shall pay Contractor as provided in Subsection 13.1 of this Section.

13.3

In the event of termination under Subsection 12.3 by the City due to a breach by Contractor, then the City shall pay Contractor as provided in Subsection 13.1 of this Section, subject to set off of excess costs, as provided for in Section 14.1.

13.4

In the event of early termination all of Contractor's work product will become and remain property of the City.

14.

Remedies

14.1

In the event of termination under Subsection 12.3 by the City due to a breach by Contractor, then the City may complete the work either itself, by agreement with another contractor or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then Contractor shall pay to the City the amount of the reasonable excess.

14.2

The remedies provided to the City under Section 12, Early Termination of Contract and this Section 14, Remedies for a breach by Contractor shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

14.3

In the event of breach of this Contract by the City, then Contractor's remedy shall be limited to termination of the Contract and receipt of payment as provided in Subsection 12.3 and

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Subsection 13.2. 15.

Return of Parties’ Property

When the Contract or any Task Order placed pursuant to the Contract is terminated or expired, each Party shall return to the other all papers, materials, and properties of the other Party then in its possession. The City will retain one (1) copy of the Documentation for the express purposes of public record archiving. 16.

Assignment

Neither Party shall assign, transfer, subcontract, or delegate all or any part of this Contract, or any interest therein, without the other Party's prior written consent, which shall not be unreasonably withheld, except that (a) either Party may assign to any corporate Affiliate pursuant to any merger, consolidation or other reorganization, without the other Party’s consent but upon written notice to the other Party, and (b) Contractor may, without the other Party’s consent but upon prior written notice to the other Party, assign its right to payment under this Contract or grant a security interest in such payment to any third party without requiring that the third party be liable for the obligations of Contractor under this Contract. 17.

Subcontracts and Assignment

Contractor shall not subcontract, assign or transfer any of the work scheduled under this Contract, without the prior written consent of the City. Notwithstanding City approval of a subcontractor, Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to Contractor hereunder. Contractor agrees that if subcontractors are employed in the performance of this Contract, Contractor and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation. 18.

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 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 administrative rules. Contractor shall complete the INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT, which is attached hereto and by this reference made a part hereof. 19.

Payment of Taxes/Contractor Shall Withhold.

Contractor shall, at its own expense, timely (a) pay all salaries, wages, and other compensation to its employees; (b) withhold, collect, and pay all applicable federal, state, and local income taxes (domestic or foreign), FICA, Medicare, unemployment insurance and any other taxes or charges in connection with its employees; and (c) provide and pay for workers compensation insurance and any statutory or fringe benefits to employees. Contractor shall be solely responsible for all such obligations for its employees. Contractor shall also assure that any Subcontractor shall comply with the foregoing obligations for its employees.

20.

Indemnification and Insurance

20.1

Indemnity - Claims for Other than Professional Liability

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Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature, including intentional acts, resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this Contract. Nothing in this section requires Contractor or its insurer to indemnify the City for any claims or losses arising out of death, or bodily injury to persons, or property damage caused by the negligence of the City. 20.2

Indemnity - Claims for Professional Liability Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors and sub-consultants, agents or employees in performance of professional services under this Contract. Nothing in this section requires Contractor or its insurer to indemnify the City for any claims or losses caused by the negligence of the City.

20.3

Indemnity - Standard of Care If Contractor's services involve engineering or consulting, the standard of care applicable to Contractor's service will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time such services are performed. Contractor will re-perform any services not meeting this standard without additional compensation.

20.4

Indemnity – Infringement of Intellectual Property Rights Contractor shall, at its own expense, hold harmless, indemnify, and defend the City, its directors, officers, employees, agents and affiliates from and against any and all claims, demands, damages, liabilities, losses, and expenses (including reasonable attorney fees, whether or not at trial and/or on appeal), arising out of or in connection with any actual or alleged violation or infringement by the Software of any proprietary right of any person whosoever, including any copyright, patent, trade name, trademark, or misappropriation of the trade secrets of any third party. The City agrees to notify Contractor of the claim and gives Contractor sole control of the defense of the claim and negotiations for its settlement or compromise. No settlement that prevents the City’s continuing use of the Software or products shall be made without the City’s prior written consent. If any third party claim causes the City’s use of the Software to be endangered, restricted or disrupted, Contractor shall (i) cause the Software to be replaced, at no additional charge, with a compatible functionally equivalent and non-infringing product; (ii) cause the Software to be modified to avoid the infringement; (iii) obtain a license for the City to continue using the Software and pay any additional fee required for such license; or (iv) if, after Contractor uses all due diligence or standard of care none of the foregoing alternatives is possible, Contractor will terminate the license and refund to the City fees actually paid by the City and any direct damages documented by City for the affected Software and Documentation.

20.5

Insurance Coverage. During the term of this Contract Contractor shall maintain in force at its own expense, the insurance coverage noted below: 20.5.1 Workers’ Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027). 20.5.2 General Liability Insurance with a combined single limit of not less than $2,000,000 per occurrence for Bodily Injury and Property Damage. It shall include contractual liability

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coverage for the indemnity provided under this Contract, and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with respect to Contractor's services to be provided under this Contract. 20.5.3 Automobile Liability Insurance with a combined single limit of not less than $2,000,000 per occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or non-owned vehicles, as applicable: 20.5.4 Technology Errors & Omissions (Professional Liability) Insurance covering acts, errors or omissions arising out of the performance or failure to perform professional services related to the Services under this Contract will be maintained. The coverage shall be placed with an insurer with an AM Best Rating of A-VII or better and shall include the following coverage parts: Technology Products & Services E&O -Information Security & Privacy Liability for Service Provided to Others Such insurance shall cover any and all errors, omissions or negligent acts in the delivery of Products, Services and Licensed Programs under this Contract. Such errors and omissions insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, ID theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, etc.) and intellectual property infringement, such as copyrights, trademarks, service marks and trade dress. Such insurance shall include limits of coverage of the local currency equivalent of not less than USD $3,000.000 (three Million U.S. dollars) and shall remain in effect for not less than three (3) years following the date of termination of this Contract. Evidence of coverage must be sent to the City for three years following termination of this Contract. 20.5.5 Insurance Certificate. As evidence of the required insurance coverage, Contractor shall furnish acceptable insurance certificates to the City prior to or with the return of the signed contract. The certificates shall include a 30-day notice of cancellation clause and a 10–day notice for non-payment. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance. If the insurance is canceled, terminated, or expires prior to completion of the Contract, Contractor shall provide a new policy with the same terms. Contractor agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. Failure to maintain insurance as required by this Contract may be cause for immediate termination of the Contract by the City. Contractor's insurance will cover damages excluded from any limitation of liability to the extent of its policy limits indicated herein. If requested, complete policy copies shall be provided to the City. 20.5.6 Additional Insureds. The coverage shall apply as to claims between insureds on the policy. The insurance shall be without prejudice to coverage otherwise existing. For liability coverage, the insurance certificate shall name as additional insureds “the City of Portland, Oregon, 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. 20.5.7 Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 21.

Nondiscrimination

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In carrying out activities under this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, handicap, familial status, sexual orientation or national origin. Contractor shall take actions to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, handicap, familial status, sexual orientation or national origin. Actions shall include but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall post in conspicuous places, available to employees and applicants for employment, notices provided by City setting forth the provisions of this nondiscrimination clause. Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, handicap, familial status, sexual orientation, or national origin. Contractor shall incorporate the foregoing requirements of this paragraph in all of other agreements for work funded under this Agreement, except agreements governed by Section 104 of Executive Order 11246. 22.

Dispute Resolution

Contractor shall cooperate with the City to assure that all claims and controversies which arise during Contractor’s performance of Services under this Contract or a Task Order subject to this Contract and which might affect the quality of such Services will be resolved as expeditiously as possible in accordance with the following resolution procedure: 22.1

Any dispute between the City and Contractor arising prior to completion of Contractor’s services or the earlier termination of the Contract shall be resolved, if possible by the Contract Manager or their designee on behalf of the City and ______________ on behalf of Contractor.

22.2

If the Contract Manager or the Contract Manager’s designee and Contractor are unable to resolve any dispute within three (3) Business Days after notice of such dispute is given by either Party to the other, the matter shall be submitted to Bureau of Technology Services Chief Technology Officer on behalf of the City and ______________ on behalf of Contractor for resolution, if possible.

22.3

Unless ordered by the City to suspend all or any portion of Contractor’s Services, Contractor shall proceed with the performance of such Services without any interruption or delay during the pendency of any of the foregoing dispute resolution procedures and shall comply with any mutually agreed upon Task Order that the City may issue regarding the acceleration of all or any portion of the Services. During the pendency of any of the foregoing dispute resolution procedures, the City shall continue to make all payments that are not in dispute, in accordance with the provisions of the Contract or Task Order.

23.

Governing Law and Jurisdiction

This Contract shall be construed according to the laws of the State of Oregon without reference to its conflict of laws provisions. Any litigation between the City and Contractor arising under this Contract or out of work performed under this Contract shall occur, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon. 24.

Business License

Contractor shall obtain a City of Portland business license as required by PCC 7.02 prior to beginning work under this Contract. Additionally, Contractor shall pay all fees or taxes due under the Business License Law and the Multnomah County Business Income Tax (MCC Chapter 12) RFP 116108 Contract XXXX

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during the full term of this Contract. Failure to be in compliance may result in payments due under this Contract to be withheld to satisfy amount due under the Business License Law and the Multnomah County Business Income Tax Law. 25.

EEO Certification

Contractor shall be certified as Equal Employment Opportunity Affirmative Action Employer as prescribed by Chapter 3.100 of the Code of the City of Portland and maintain their certification throughout the term of this Contract. 26.

Prohibited Interest

No City officer or employee during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. No City officer or employee who participated in the award of this Contract shall be employed by Contractor during the period of the Contract. 27.

Payment to Vendors and Subcontractors

Contractor shall timely pay all suppliers, lessors, and contractors providing it services, materials or equipment for carrying out its obligations under this Contract. Contractor shall not take or fail to take any action in a manner that causes the City or any materials that Contractor provides hereunder to be subject to any claim or lien of any person without the City's prior written consent. 28.

Written Notifications

All notices to, and other written communication between, the Parties to this Contract shall be deemed received five (5) Business Days after being sent by first class mail, or upon receipt when sent by courier services or by fax transmission with telephone confirmation of receipt. All notices and written communications shall be sent to the Parties set forth below, or to such other places as they may designate by like notice from time to time: For City:

For Contractor:

Copy to: City of Portland Technology Contracts Management Procurement Services 1120 Southwest Fifth Avenue, Room 750 Portland, OR 97204 29.

Conflict of Interest

Contractor warrants it has no present interest and shall not acquire any interest that would conflict in any manner with its duties and obligations under the Contract. 30.

Notice of Change in Financial Condition.

Contractor must maintain a financial condition commensurate with the requirements of the Contract. If, during the Contract, Contractor experiences a change in its financial condition which may adversely RFP 116108 Contract XXXX

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affect its ability to perform, or changes the ownership or control, the City shall be immediately notified in writing. Failure to notify the City of such a change in financial condition or change in ownership or control is sufficient grounds for terminating the Contract. 31.

Confidentiality

31.1

“City Confidential Information” means any information, in any form or media, including verbal discussions, whether or not marked or identified by the City, which is reasonably described by one or more of the following categories of information: (1) financial, statistical, personnel, human resources data or Personally Identifiable Information as described in the Oregon Consumer Identity Theft Protection Act of 2007; (2) business plans, negotiations, or strategies; (3) unannounced pending or future products, services, designs, projects or internal public relations information; (4) trade secrets, as such term is defined by ORS 192.501(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475; (5) Exempt per ORS 192.501 and/or ORS 192.502 (6) attorney/client privileged communications, (7) exempt per federal laws (including but not limited to Copyright, HIPPA) and (7) information relating to or embodied by designs, plans, configurations, specifications, programs, or systems developed for the benefit of the City including without limitation, data and information systems, any software code and related materials licensed or provided to the City by third parties; processes; applications; codes, modifications and enhancements thereto; and any work products produced for the City.

31.2

Maintenance of Confidentiality. Contractor shall treat as confidential any City Confidential Information that has been made known or available to Contractor or that Contractor has received, learned, heard or observed; or to which Contractor has had access. Contractor shall use Confidential Information exclusively for the City’s benefit and in furtherance of the goods and/or services provided by Contractor. Except as may be expressly authorized in writing by the City, in no event shall Contractor publish, use, discuss or cause or permit to be disclosed to any other person such Confidential Information. Contractor shall (1) limit disclosure of the Confidential Information to those directors, officers, employees and agents of Contractor who need to know the Confidential Information in connection with the City Project/Network, (2) exercise reasonable care with respect to the Confidential Information, at least to the same degree of care as Contractor employs with respect to protecting its own proprietary and confidential information, and (3) return immediately to the City, upon its request, all materials containing Confidential Information, in whatever form, that are in Contractor's possession or custody or under its control. Contractor is expressly restricted from and shall not use the City’s intellectual property without the City’s prior written consent.

31.3

Scope. This Contract shall apply to all City Confidential Information previously received, learned, observed, known by or made available to Contractor. This Contract shall not apply to Confidential Information which (1) is or later becomes part of the public domain without breach of this Contract and through no wrongful act of Contractor, (2) Contractor rightly receives from a third party, or (3) was developed independently by and was reduced to writing by Contractor prior to the earlier of the date of this Contract or the date of any access or exposure to any Confidential Information. Contractor's obligations under this Contract shall survive termination.

31.4

Equitable Remedies. Contractor acknowledges that unauthorized disclosure of City Confidential Information or misuse of a City system or network will result in irreparable harm to the City. In the event of a breach or threatened breach of this Contract, the City may obtain equitable relief prohibiting the breach, in addition to any other appropriate legal or equitable relief.

31.5

Contractor’s Confidential Information. During the term of the Contract, Contractor may disclose to the City, certain confidential information pertaining to Contractor’s business

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(“Confidential Information”). Contractor shall be required to mark “CONFIDENTIAL” with a restrictive legend or similar marking. If CONFIDENTIAL is not clearly marked or cannot be marked with a restrictive legend or similar marking or is disclosed either orally or by visual presentation, Contractor shall identify the Confidential Information at the time of disclosure or within a reasonable time thereafter. The City shall not be deemed to have breached this Section if (a) Confidential Information later becomes part of the public domain through no act or omission of the City; (b) is required to be disclosed under operation of law; or (c) the City lawfully receives Confidential Information from a third party with no breach of any duty of confidentiality. 32.

Public Records Request

Contractor acknowledges that the City of Portland is subject to the Oregon Public Records Act and Federal law. Third persons may claim that the Confidential Information Contractor submits to the City hereunder may be, by virtue of its possession by the City, a public record and subject to disclosure pursuant to the Oregon Public Records Law. Subject to the following conditions, the City agrees not to disclose any information Contractor submits to the City that includes a written request for confidentiality and as described above, specifically identifies the information to be treated as Confidential. The City’s commitments to maintain certain information confidential under this Contract are all subject to the constraints of Oregon and federal laws. Within the limits and discretion allowed by those laws, the City will maintain the confidentiality of information. 33.

News Releases and Public Announcements

Contractor shall not use the City seal or other representations of the City in its external advertising, marketing, website, or other promotional efforts, nor shall Contractor issue any news release or public announcements pertaining to this Contract or the Project without the express written approval of the City. Such approval may be withheld in the City’s sole discretion. 34.

Amendments

No provision of this Contract may be amended or modified unless such Amendment or modification is approved as to form by the City Attorney and executed in writing by authorized representatives of the Parties. All changes that would permanently change any provisions of this Contract shall be memorialized in the form of an Amendment. If the requirements for Amendment or modification of this Contract as described in this section are not satisfied in full, then such Amendments or modifications automatically will be deemed null, void, invalid, non-binding, and of no legal force or effect. 35.

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. 36.

Severability

The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid. 37.

Waiver

RFP 116108 Contract XXXX

Page 34 of 43 Contractor Name

The failure of the City to enforce any provision of this Contract shall not constitute a waiver by the City of that or any other provision. 38.

Survival

All obligations relating to confidentiality; warranties; indemnification; publicity; proprietary rights; limitation of liability; and obligations to make payments of amounts that become due under this Contract prior to termination (except that payments for services not performed by the date of termination shall be prorated) shall survive the termination or expiration of this Contract and shall, to the extent applicable, remain binding and in full force and effect for the purposes of the ongoing business relationship by and between Contractor and the City. Nothing in this Contract shall alter, modify, or supersede the content and survival of such provisions, except as otherwise expressly agreed to in writing by the Parties and with the prior written approval of the City Attorney’s office. 39.

Security

39.1

Contractors providing or having access to data containing City confidential or personally identifiable information (as defined in the Oregon Consumer Identity Theft Protection Act, ORS 646A.600 to 646A.628) must maintain and demonstrate compliance with the following:

39.2

Oregon Consumer Identity Theft Protection Act, ORS 646A.600 to 646A.628. Specifically Contractors must develop, implement and maintain reasonable safeguards to protect the security, confidentiality and integrity of the personal information, including disposal of the data. Contractors must also provide immediate notification to the City of a data security breach (as defined) and in cooperation with the City, provide notice to affected consumers. Any costs or fees incurred by the City due to Contractor's data breach, including but not limited to notification, consumer credit reports or fines by the Department of Consumer and Business Services, shall be reimbursed to the City by Contractor.

39.3

City of Portland, Bureau of Technology Services Security Standards. Specifically Contractors must comply with Technology Services, Information Security Administrative Rules 2.01, 2.02, 2.08, 2.12 and 2.15. These rules are located at: http://www.portlandonline.com/auditor/index.cfm?c=26821.

39.4

Additionally, any Contractor who provides or has access to Software which process and /or interacts with credit/debit card information must also be compliant with the Payment Card Industry- Data Security Standard (PCI-DSS). Current standards are maintained at www.pcisecuritystandards.org

40.

Travel Reimbursement Contractor may be reimbursed, upon advance written approval by authorized City personnel, for certain expenses incurred in connection with personnel assigned to provide services for the City on the City’s site. All invoices shall be accompanied by original receipts and any additional backup that may be appropriate, and required by any subsequent amendment. Reimbursement will be made based on the following guidelines:

40.1

Commercial Air Travel. Commercial air travel reservations are to be arranged based on the lowest coach fare available within a reasonable time frame surrounding the desired arrival or departure time. The City shall reimburse Contractor for one round trip to the subject work location, unless otherwise agreed to by the City in writing. When possible, air travel arrangements should be reserved at least seven (7) to fourteen (14) Calendar Days in advance. Direct billing for commercial air travel is NOT permitted; however, City may elect

RFP 116108 Contract XXXX

Page 35 of 43 Contractor Name

to arrange travel reservations on behalf of Contractor personnel. Weekend travel is not reimbursable, unless otherwise agreed to by the City’s Project Manager in writing. In the event weekend travel is reimbursed, such reimbursement shall be made based on an amount up to and in lieu of any authorized per diem amounts and, if applicable, any other daily expense reimbursement. 40.2

Rental Cars/Surface Transportation. Contractor shall choose the most economical mode of transportation. Vehicle rental will be reimbursed based on a minimum ratio of one (1) compact auto per two (2) Contractor personnel. Reimbursement for vehicle rental will not be approved for Contractor personnel falling below that ratio. Cost for additional insurance is not reimbursable, nor will reimbursement be permitted for fuel obtained at a vehicle rental agency. City does not assume any liability of any type in connection with rental vehicles reserved or operated by Contractor personnel. Direct billing for rental vehicles is not permitted. If the City’s Project Manager elects to provide a per diem for auto rental, such per diem shall be the same per diem as allowed for City employees. The City will reimburse Contractor personnel for surface transportation such as taxicabs, shuttles, and mass transit, at actual cost when reimbursement requests are accompanied by original receipts.

40.3

Lodging. Contractor shall arrange for their own lodging. The City will reimburse Contractor per individual for a daily lodging expenses based on GSA per diem rates; such per diem shall be the same per diem as allowed for City employees. GSA lodging allowances can be found at the U.S. General Services Administration website: http://www.gsa.gov/Portal/gsa/ep/home.do?tabId=0

40.4

Meal and Incidental Expenses. The City will provide per diem for each full day (eight hours) worked for Contractor personnel assigned to deliver Services. The per diem rate will be the same as the one published on the U.S. General Services Administration website, identified as the Meal and Incidental Expenses (M&IE) for the Portland, Oregon area. GSA per diem rates can be found at the U.S. General Services Administration website: http://www.gsa.gov/Portal/gsa/ep/home.do?tabId=0

40.5

Personal Entertainment. Expenses incurred for personal entertainment while traveling on the City business are not reimbursable. Personal entertainment includes items such as inroom movie charges, sightseeing, attendance at sporting events, reading materials, birthday gifts, haircuts, etc. This Contract, together with all Exhibits, Attachments and those documents which by their reference have been incorporated herein, constitutes the entire Contract between the City and Contractor and supersedes all proposals, oral and written agreements, between the Parties on this subject. The remainder of this page intentionally left blank

RFP 116108 Contract XXXX

Page 36 of 43 Contractor Name

SIGNATURE PAGE The Parties agree the City and Contractor may execute this Contract and any future amendments by electronic means, including the use of electronic signatures. This Contract, together with all Exhibits, Attachments and those documents which by their reference have been incorporated herein, constitutes the entire Contract between the City and Contractor and supersedes all proposals, oral and written agreements, between the Parties on this subject.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed.

CITY OF PORTLAND

Chief Procurement Officer

________________ (CONTRACTOR)

Date

Christine Moody Printed Name

RFP 116108 Contract XXXX

Date

Printed Name and Title

Approved as to Form

Office of City Attorney

Authorized Signature

Address: Phone: Fax: Date

Page 37 of 43 Contractor Name

WORKERS’ COMPENSATION INSURANCE STATEMENT IF YOUR FIRM HAS CURRENT WORKERS’ COMPENSATION INSURANCE, CONTRACTOR MUST SIGN HERE: I, undersigned, am authorized to act on behalf of entity designated below, and I hereby certify that this entity has current Workers' Compensation Insurance. Contractor Signature: ___________________________________ Date: ______________ Entity: ________________________________

IF YOUR FIRM DOES NOT HAVE CURRENT WORKERS’ COMPENSATION INSURANCE, CONTRACTOR MUST COMPLETE THE FOLLOWING INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT: As an independent contractor, I certify that I meet the following standards: 1. The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required; 2. Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and 3. The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor: check four or more of the following: _____ A.

The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____ B.

Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

_____ C.

Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

_____ D.

Labor or services are performed only pursuant to written contracts;

_____ E.

Labor or services are performed for two or more different persons within a period of one year; or

_____ F.

The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

Contractor Signature RFP 116108 Contract XXXX

Date Page 38 of 43 Contractor Name

FOR CITY USE ONLY PROJECT MANANGER-COMPLETE ONLY IF CONTRACTOR DOES NOT HAVE WORKER’S COMPENSATION INSURANCE ORS 670.600 Independent contractor standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards: 1. The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results; 2. The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business; 3. The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services; 4. The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services; 5. Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer. ________________________________________________________________ City Project Manager Signature Date

RFP 116108 Contract XXXX

Page 39 of 43 Contractor Name

EXHIBIT A S A M P L E STATEMENT OF WORK AND PAYMENT SCHEDULE CONTRACT No.

1.

Summary

2.

Scope of Work

0

Contractor shall __________________. Contractor shall perform the following tasks to accomplish this goal: Task No. 1

Description

2 3 4 5

3.

Deliverables

The individual Deliverables for each task are described in more detail in the table below, along with Acceptance Criteria. Acceptance Testing will occur as set forth in Section 5 of this Contract. Contractor shall provide the following Deliverables: Task No. and Elements

Descriptions

Task 1 Deliverables Dependencies Acceptance Criteria Task 2 Deliverables Dependencies Acceptance Criteria RFP Number: ________ RFP rev 1/13

Page 40

4. Project Schedule The Project will be completed by June 30, 2014, or other date as mutually agreed by the Parties in writing.

5. Status Reports Contractor shall summarize activities under this Contract in written weekly status reports submitted to the City Project Manager. The status reports are due on the first day of the week and shall include summaries of all activities and deliverables completed in the prior week. The report shall include a list of any delayed items, a description of the problem, schedule impact, and a method of resolution. The item shall be carried over onto subsequent reports until the problem is resolved. A Sample Status Report is included as Schedule XX to this Exhibit A.

6. Place of Performance TBD

7. Project Management 7.1 The City’s Project Manager will be__________. The City may change City’s Project Manager from time to time upon written notice to Contractor. Contact Information: 7.2 The Contractor’s Project Manager will be ____________. Contact Information:

8. Contractor Personnel and Subcontractors Contractor shall assign the following personnel to do the work in the capacities designated, including all Subcontractors. Name

Role on project

Contractor shall assign the following subcontractors to perform work in the capacities designated: Name

Role on Project

9. Acceptance Acceptance Criteria and the Acceptance Test Plan shall be reviewed jointly by the City’s Project Manager and, RFP 116108 Contract XXXX

Page 41 of 43 Contractor Name

as needed, technical experts from the City’s Bureau of Technology Services. When agreed, the Acceptance Criteria and Test Plan incorporated into the Contract. A sample Acceptance Certificate is included as Schedule XX to this Exhibit B.

10.

Price and Payment

10.1

Price

Prices are as set forth in Exhibit XX to this Contract, Contractor’s Proposal. 10.2

Payment Schedule/Milestones

TBD 10.3

Payment Terms

Contractor shall provide a single invoice for the full amount of the Contract upon final Acceptance by the City of all Deliverables. Any travel expenses shall be separately itemized on the invoice. Payment shall be issued by the City thirty (30) Calendar Days from the date of the invoice from Contractor. Contractor invoices must contain Contractor’s name and address; invoice number; date of invoice; Contract number and date; description of Deliverables and/or Services; and the name of the individual, labor category, direct labor rate, hours worked during the period, and tasks performed; and the title and phone number of the responsible official to whom payment is to be sent. The City may stipulate how line items are entered on an invoice to ensure compatibility with the City’s accounting and financial systems and to facilitate payment to vendor. Contractor shall also attach photocopies of any claimed reimbursable expenses. Payment of any bill does not preclude the City from later determining that an error in payment was made and from withholding the disputed sum from the next progress payment until the dispute is resolved.

11.

Quality Assurance

[Include any applicable QA Standards or processes or Contractor’s proposed QA methodology]

The remainder of this page intentionally left blank.

RFP 116108 Contract XXXX

Page 42 of 43 Contractor Name

RFP 116108 Attachment C

City of Portland, Revenue Bureau

Business Requirements Document for Utility License and Franchise Program Version 2.

Created by: Joan Martin, EBS and Raul Torres,OCT 11/28/2012

OCT Utility License and Franchise Agreement System Detail Business Requirements

Table of Contents 1.

2.

Introduction ...........................................................................................................3 1.1

Project Overview ........................................................................................................... 3

1.2

Background and Purpose .............................................................................................. 3

1.3

References .....................................................................................................................4

1.4

Assumptions and Constraints ........................................................................................4

Business Requirements........................................................................................... 5 2.1

Primary Stakeholders ....................................................................................................5

2.2

Current Environment ..................................................................................................... 5 A. Overview of existing processes ............................................................................... 5 B. Rationale for a new system .................................................................................... 6

2.3

Value Provided to Customers ........................................................................................ 6

3. Functional Requirements ........................................................................................... 7 3.1

Processes .......................................................................................................................7

3.2

Master Data Requirements .................................................................................;....... 10.

3.3

Reporting ..................................................................................................................... 13

3.4

Other Requirements .................................................................................................... 13

Appendix A ................................................................................................................. 14 Glossary ................................................................................................................................14

Appendix B ................................................................................................................. 15 Process Maps ........................................................................................................................ 15

Appendix c.................................................................................................................. 18 Chapter 7.14 Utility License Law .......................................................................................... 18

Appendix D ..................................................................................................................27 UTL - 3.01 through 3.07 Utility Franchise Management ..................................................... 27

Revision History .......................................................................................................... 41 Document Approval .................................................................................................... 41

Page 2 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

1.

Introduction

1.1

Project Overview The goal of this project is to provide a system to administer and manage all franchise arid utility license agreements for the Revenue Bureau's Office for Community Technology.

1.2

Background and Purpose The Office for Community Technology (OCT), a division of the Revenue Bureau, was established by Portland City Code 3.114.010. OCT negotiates and manages franchise agreements for entities seeking authority to use the city rights-of-way, including cable, utilities, and telecommunications companies. In addition, it administers the City's Utility License Law, which is a tax assessed on utilities within Portland. See PCC 7.14 (Appendix C) and administrative rules UTL 3.01-3.07 (Appendix D). OCT is responsible for generating over $70 million annually to the City's general fund. The administration of the franchises and license agreements has increased more than fourfold over the past three years requiring the need for a more efficient process to gather, store, and access various data requirements. Currently approximately 375 franchises and agreements are managed and tracked using various Excel spreadsheets and Word documents. The lack of a single database to manage all of the processes needed to effectively manage the program results in a system that is inefficient and prone to error. Data is inaccessible, resulting in sub-par reporting capabilities and poor data management. The current system provides many opportunities for improvement:

Reduce duplicate data entry. Currently information is entered in several spreadsheets and the same information is also entered in SAP. Having all of the data entered in one system will not only save time but will greatly improve the quality and accessibility of the data. Improve reporting capabilities. Currently access to data is cumbersome because the . data is maintained in multiple places, and reporting requires the manual consolidation of that data. Having all of the pertinent data in one system will greatly improve the availability of data, and pre-defined system reports will provide much needed reporting capabilities. Implement e-government solutions. Providing online capabilities such as license application, company revenue reporting, and payment submission will increase customer service while promoting process efficiencies. Supporting objectives: • Integrate business processes • Enable process workflows • Improve the accuracy, reliability, and timeliness of data Page 3 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

• •

1.3

Ability to have real-time, monthly, quarterly and annual reports Ability to transition to e-commerce

References Spreadsheets currently used by OCT: • Utility AR Log database • New Master Revenue • Insurance, Bond and Ordinance Expiration Dates • Compliance Revenue Tracking • Ordinance and Fee Due Dates • Master Existing Pole Location . • Interest to Companies • Franchise Expiration Dates • Utility Licenses Combined Master List Portland City Code Section 7.14 Utility License Law Administrative Rules UTL 3.01 to UTL 3.07

1.4

Assumptions and Constraints No.

1 2

Assumption

Stakeholders have adequately described the functional and operational requirements of the system System design will meet program requirements but will also serve as a baseline for future needs of this program as well as other City programs

No.

Constraint

1

City Code Section 7.14 Utility License Law

2

Administrative Rules UTL 3.01 to UTL 3.07

3

Budgetary constraints for system development

4

Limited staffing to perform functional duties

5

Management approval of business requirements

6

System must meet audit standards

Page 4 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

2.

Business Requirements

2.1

Primary Stakeholders Name

2.2

Title

Role Database project visionary, manage database use Database project visionary, manage database use

Mary Beth Henry

OCT Manager

Jennifer Li

Program Manager

Melvin Riddick

Program Specialist

Primary database user, program contact

Raul Torres

Program Specialist

Primary database user, program contact

Sebastian Rodrigues

Financial Analyst

Provides input on the financial role in the database, secondary database user

Current Environment

A. Overview of existing processes OCT manages approximately 50 franchisees and 250 licensees. In addition, the Utility Program administers subprograms including the Wireless Program, Compliance Program, and an aggressive audit schedule. OCT primarily uses various Excel spreadsheets, Word documents, and Outlook to track all of the necessary information for each licensee andlor franchise, including: • • • • • • • • •

Company contact information Financial data Interest calculation Franchise terms and expiration dates Ordinance, insurance, and bond information Types of interest to charge accounts Pole locations Company types Correspondence

Processes are slow and sometimes redundant. With various people accessing and updating multiple documents and spreadsheets, the data is prone to error. Multiple Excel files lack the features the Program requires to reduce redundancies, streamline processes and reduce errors. Without a comprehensive database, the Program experiences challenges, including, but not limited to: records being overwritten with newer data, manual reentering of data into several different spreadsheets to generate reports, and penalty and interest (P&I) calculations being calculated manually. All financial information must be entered into the City's financial system, SAP. To meet this requirement, the Program creates billing documents in SAP to record the receivable Page 5 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

against the customer record and to recognize the revenue. Incoming payments are posted in SAP to clear the receivable and record the cash receipt. Any additional financial postings, e.g. interest, late fee, etc. are posted in SAP as well. All of this information is also entered into various Program spreadsheets. These challenges inhibit the Program's ability to provide a historical account record, provide accurate allocation of payments (e.g. regular payment, late fee, penalties, audit settlements, etc.), prepare account records for litigation purposes, and meet the program's reporting needs. Refer to Appendix B for current process diagrams.

B. Rationale for a new system 1.

2. 3. 4.

2.3

Current database has limited functionality 1.1. Inability to generate all needed automated reports 1.2. Disparate information contained amongst several Excel spreadsheets 1.3. Lack of modem features such as automated correspondence, billing, payments, and reports 1.4. Current use of SAP does not provide an efficient and effective receivables management system 1.5. Not all data is saved; data can be overwritten in the spreadsheets 1.6. Not all data is collected 1.7. User must do multiple manual calculations, e.g. quarterly payment amount, etc. 1.8. No multi-user capabilities 1.9. Limited search capabilities 1.10. Inability to track account type (1 ) Regular/Active (2) Exempt 1.11. No document imaging, scanning, or ability to attach documents 1.12. No manual interest capabilities 1.13. No administrative fee table or automated calculations 1.14. No customizable reports 1.15. Limited views of account information 1.16. No start/end date for contracts Program staff spends several hours entering and re-entering data in multiple places and performing hand calculations Redundancy and manual entering slows businesses processes Slow business processes leads to reduced service delivery

Value Provided to Customer A. Improved productivity or reduced rework 1. By placing all of the necessary data elements in one database, redundant work will be reduced and administrators can work on other tasks.

Page 6 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

2.

3.

Currently, the amount of reentry and manually-entered correspondence reduces productivity. It is important to include as many flexible, automated, and electronic features in the new system. Automated reports and the ability to retain historical data will also contribute to increased productivity as program administrators will be able to analyze program data over time (instead of reentering data into spreadsheets just to keep up).

B. Cost savings or increased revenue 1. Reductions in human error by eliminating manual calculations and removing redundant work may reduce overall program costs.

C. Streamlined business processes 1. 2.

Creating a multi-user database allows real-time updates and access to audited account information that the database currently lacks. Increased automation of calculations, correspondence, and compliance pipeline will improve account tracking and business processes.

D. Automation of previously manual tasks 1.

Automated reports, P&I, correspondence, billing, and calculations will reduce human error, streamline processes, and increase productivity.

E. Ability to perform entirely new tasks or functions 1. 2.

F.

By reducing the amount of data re-entry, this will streamline processes and allow administrators to perform new tasks and functions. A new system may require additional or different tasks and/or functions.

Conformance to current standards or regulations 1.

The current P&I calculations are not to code. This could cause problems during litigation. Conforming to the code will be imperative in the new system.

G. Improved usability compared to current applications 1.

The rationale for creating a new system is to meet the program goals of accurately calculating the tax and preparing documents for possible litigation. The current system does not address these base goals.

3. Functional Requirements 3.1

Processes A. Utility Licenses 1. Issue new licenses 1.1. Process online application 1.2. Notify customer of application approval 1.3. Set expiration date to 12/31 of issuance year 2. Quarterly reporting and payments 2.1. Identify accounts when quarterly filing and payment are due 2.1.1. Send reminder notice to customer via email 2.2. Set quarterly payment due date as 45 days after reporting period 2.2.1.' January 1 through March 31 -- due May 15 2.2.2. April 1 through June 30 -- due August 15 2.2.3. July 1 through September 30 -- due November 15 2.2.4. October 1 through December 31 -- due February 15 2.3. Provide standard quarterly report form (electronic and manual) containing the following Page 7 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

2.3.1. Licensee's calculation of license fee 2.3.2. Licensee's gross revenue earned within the corporate limits of the City 2.3.3. Any deductions against the licensee's gross revenues or amount of the utility license fee 2.4. Accept quarterly reports online and manually 2.5. Validate/calculate amount due based on type of operations and gross revenues reported 5.0% 2.5.1. Electrical Utility 2.5.2. Gas Utility 5.0% 2.5.3. Sewer Utility 7.5% 2.5.4. District Heating or Cooling Utility 5.0% 2.5.5. Water Utility 7.5% 2.5.6. Telecommunications Utility 7.0% 2.5.7. Cable Communications Utility 5.0% 2.6. Accept payments via ACH, debit card, or check 2.7. Post payments to customer's account 2.8. Accept zero-dollar reports 2.9. Track reports, payments~ and other account activity 3. Dunning 3.1. Send delinquent notice 3.2. Calculate and assess interest 4. Administer civil penalties 4.1. Assess civil penalty 4.2. Reduce civil penalty 4.3. Waive civil penalty 5. Process returned checks 5.1. Assess NSF Fee 5.2. Assess late interest 5.3. Send letter to customer 6. Handle correspondence 6.1. Create and track outgoing correspondence 6.1.1. Letters 6.1.2. Emails 6.1.3. Account statements· 6.1.4. Invoices 6.2. Track incoming correspondence 6.2.1. Attach copies of correspondence to account 7. Ability to make comments or notes on account 8. Annual license renewal 8.1. Identify licenses to be renewed 8.2. Send renewal notification to customer via email 8.3. Accept renewal application electronically 9. Process customer refunds and/or the ability to credit an account due to over-payment. B. Franchise Agreements Page 8 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

1.

Issue new licenses 1.1. Process online application 1.2. Track the application process 1.3. Notify customer of application approval 2. Periodic reporting and payments (both quarterly and annually) 2.1. Identify accounts when filing/payment is due a 2.1.1. Send reminder notice to customer via email 2.2. Set quarterly payment due date as 45 days after reporting period 2.2.1. January 1 through March 31 -- due May 15 2.2.2. April 1 through June 30 -- due August 15 2.2.3. July 1 through September 30 -- due November 15 2.2.4. October 1 through December 31 -- due February 15 2.3. Set annual payments as the 45 th day following December 31 2.4. Provide standard quarterly and annual report form (electronic and manual) 2.4.1. Grantee's calculation oflicense fee 2.4.2. Grantee's gross revenue 2.4.3. Deductions claimed for the period for which the payment is computed 2.5. Accept reports online and manually 2.6. Validate/calculate amount due based on 2.6.1. Minimum annual franchise fee 2.6.2. 5% of the grantee's gross revenues 2.7. Create customer receivable based on report amount 2.8. Accept payments via ACR, debit card, or check 2.9. Post payments to customer's account 2.9.1. Accept partial payments 2.9.2. Accept overpayments 2.10. Track reports, payments, and other account activity 3. Dunning 3.1. Send delinquent notices based on collection strategy 4. Penalties and interest upon City Auditor's review 4.1. Calculate and assess interest 4.1.1. 1% over existing prime on any underpayment of an amount due, compounded quarterly 4.1.2. If interest payment is not received within 30 days, interest shall be compounded daily 4.2. Calculate and assess penalty if grantee has paid 95% or less of principal owmg 4.2.1. 5% of the underpayment due within 30 days 4.2.2. If payment not received within 30 days, assess 1% interest, compounded daily 5. Process returned checks 5.1. Assess NSF fee 5.2. Assess late interest 5.3. Send letter to customer 6. Handle correspondence 6.1. Outgoing correspondence Page 9 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

7. 8.

9. 3.2

6.1.1. Letters 6.1.2. Emails 6.1.3. Account statements 6.1.4. Invoices 6.2. Incoming correspondence 6.2.1. Attach copies of correspondence received to account Ability to make comments or notes on account Identify agreements to be renewed 8.1. Send renewal notification to customer via email 8.2. Accept renewal application electronically 8.3. Track licenses not renewed 8.3.1. Send violation letter 8.3.2. Assess penalties Process customer refunds

Master Data Requirements There are two main components of master data for both the Utility Licenses and Franchise Agreements: Customer data and Account data (account data is data unique to the particular license or agreement).

1.

Customer Data 1.1. Name 1.2. Address 1.3. Telephone 1.4. Email Address 1.5. Contact person 1.5.1. Name 1.5.2. Title 1.5.3. Company 1.5.4. c/o (in care of) 1.5.5. aka (also known as) 1.5.6. dba (doing business as) 1.5.7. fka (formerly known as) 1.5.8. Address 1 . 1.5.9. Address 2 1.5.10. City 1.5 ~ 11. State 1.5.12. Zip Code 1.5.13. Contact email 1.5.14. Contact phone 1.5.15. Contact cell 1.5.16. Contact fax 1.6. Maintain relationships between customer, e.g. parent and subsidiary 1.6.1. Ability to link, un-link, and re-link customers 1.7. Link customer to one or more utility license andlor franchise agreement 1.8. Ability to search for customer by: 1. 8.1. Customer name Page 10 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

1.8.2. Customer number 1.8.3. License/Agreement number 1.8.4. Subsidiary or other partner 1.9. Convert customer information from existing system to new syst~m

2.

Utility License Account Data 2.1. Type of license 2.2. Expiration date 2.3. Exempt status 2.4. Track required documents and attach PDF documents 2.5. Ability to search for license account by: 2.5.1. Customer name 2.5.2. Customer number 2.5.3. License account number 2.6. Define more than one utility license and/or franchise agreement per customer

3.

Franchise Agreement Account Data 3.1. Type of business 3.1.1. Point-to-Point 3.1.2. CLEC 3.1:3. Pipeline & conduit 3.1.4. Incumbent (lLEC) 3.1.5. Public Phone Booth 3.1.6. Wireless 3.1.7. Gas & electric 3.1.8. Government 3.1.9. Shared Tenant Services (STS) 3.1.10. Utilities License Fee (ULF) 3.1.11. Cable 3.2. Franchise information 3.2.1. Form of authority 3.2.2. Franchise effective date 3.2.3. Franchise expiration date 3.2.4. Terms 3.2.5. Late Payment Fee 3.3. Ordinance information 3.3.1. Ordinance date 3.3.2. Acceptance received date 3.3.3. Effective date 3.3.4. Ordinance term 3.3.5. Ordinance expiration 3.3.6. Auditor's contract number 3.4. Insurance information 3.4.1. Insurance expiration date 3.4.2. Insurance received (yes/no) 3.4.3. Insurance approved by City Attorney (yes/no) Page 11 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

3.5. Construction bond infonnation 3.5.1. Construction bond expiration date 3.5.2.· Construction bond received (yes/no) 3.5.3. Construction bond approved (yes/no) 3.6. Perfonnance bond infonnation 3.6.1. Perfonnance bond expiration date 3.6.2. Perfonnance bond received (yes/no) 3.6.3. Perfonnance bond approved (yes/no) 3.7. Pole infonnation 3.7.1. Address 3.7.2. Intersection 3.7.3. Pole on ROW or private property 3.7.4. Pole owner 3.7.5. Wireless carrier 3.7.6. Checks in package 3.7.7. Mo/yr antennas or equipment installed 3.7.8. Mo/yr antennas or equipment removed 3.7.9. Wireless street priority 3.7.10. PBOT street classification 3.7.11. Zoning (SFR, MFR, OS, C, E, I) 3.7.12. Utility pole replaced with taller one (from and to, e.g. 61 to 90) 3.7.13. Utility pole number 3.7.14. Wireless co site number or ID 3.7.15. PDOT street pennit number 3.7.16. PDOT street pennit date 3.7.17. Land use 3.7.17.1. Case number 3.7.17.2. Case type (application or decision) 3.7.17.3. Date 3.7.17.4. Land use type (I, II, III) 3.7.17.5. Cabinet location 3.7;17.5.1. On pole 3.7.17.5.2. Underground vault 3.7.17.5.3. Private property 3.7.18. Date application received by PDOT 3.7.19. Pennit date issued 3.7.20. Height (AGL) or original pole 3.7.21. Material of original pole 3.7.22. Height (AGL) of replacement pole 3.7.23. Material of replacement pole 3.7.24. Number and type of antennas 3.7.25. Antenna mounting type 3.7.26. Distance from pole to face of antenna 3.7.27. Height from ground to top of mounting device 3.7.28. Height from ground to top of antenna 3.7.29. PDOT pennit status Page 12 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

3.7.30. Which months antennas or equipment were mounted on poles in Portland's streets 3.8. Ability to search for franchise agreement by: 3.8.1. Customer name 3.8.2. Customer number 3.8.3. Franchise agreement account number 3.9. Ability to search franchise agreements by expiration date. 3.10. Define more than one franchise agreement and/or utility license per customer 3.3

Reporting 1.

2.

3.

4. 5. 6. 3.4

List all licenses and/or agreements by: 1.1. Type of license/agreement 1.2. Status (active, inactive) 1.3. Other Revenue by: 2.1. Type of license/agreement 2.2. Date range, fiscal year 2.3. Revenue trending or forecasting Payment history by: 3.1. Company 3.2. Industry Group Export report information to Excel Ability for customer (licensee) to print out submitted quarterly report Ability for customer (licensee)to view account payment history online

Other Requirements 1. 2. 3. 4.

5. 6.

Interface with TRIM or Filenet for document storage Workflow capabilities to track and manage licenses and agreements through the entire lifecycle Portal application should tie into existing City payment gateway Ability to segregate duties using distinct roles to comply with standard accounting controls 4.1 Create customer master record 4.1 Create billing 4.2 Post payment 4.3 Post adjustments 4.4 Process refunds Integrate with SAP system, including FI, FM, CO, and PS. Data in existing spreadsheets and SAP must be migrated to the new application 6.1 Customer information 6.2· Outstanding accounting items Page 13 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

Appendix A

Glossary A.

Office for Community Technology (OCT): Program name.

B. C.

SAP: Enterprise system used as the City's financial and human resource system. ACH: Automated Clearing House. The electronic network for financial transactions in the

D. E.

U.S. TRIM: Electronic records management system maintained by City Auditor's office. Filenet: Electronic records management system maintained by Portland Water Bureau

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OCT Utility License and Franchise Agreement System Detail Business Requirements

Appendix 8 Process Maps

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OCT Utility License and Franchise Agreement System Detail Business Requirements

·2ndWfJfJk'Or


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Appendix C Chapter 7.14 Utility License Law ._----------------_._.

-Note (Replaced by Ordinance No. 182432, Effective January 15,2009.) 7.14.005 Short Title. Chapter 7.14 of the Portland City Code shall be known as the Utility License Law. 7.14.010 Fees for Revenue. The term "license" as used in the Utility License Law shall not be construed to mean a regulatory permit. The fees prescribed in the Utility License Law are for general revenue purposes and are not regulatory permit fees.

-----------------_. 7.14.020 License Required. Any person, including any bureau of the City, operating a utility within the City shall obtain a license for such business covering the period of the calendar year, from January 1 through December 31, or if application is made after January 10f any year, then for the balance of the same calendar year. . 7.14.030 Administration. A. The Utility License Law shall be administered by the Director. The Director may adopt procedUres, forms, and written policies for administering the Utility License Law. B. Authority granted to the Director may be delegated, in writing, to employees or agents of the Bureau. C. The Director may, upon request, issue written interpretations of how the Utility License Law. applies in general or to specific circumstances. D. Nothing in the Utility License Law precludes the informal disposition of controversy by the Director in writing, whether by stipulation or agreed settlement. E. The Director may implement procedures, forms, and written policies for administering the provisions of the Utility License Law. F. The Director may a,dopt rules relating to matters within the scope of this Chapter to administer compliance with Utility License Law. 1. Before adopting a new rule, the Director must hold a public hearing. Prior to the hearing, the Director will notify Licensees. Such notice, which may be provided by mail or electronic means, must be distributed to Licensees not less than ten nor more than thirty days before the hearing. The notice must include the place, time and purpose of the public hearing, a brief description of the subjects covered by the proposed rule, and the location where copies of the full text of the proposed rule may be obtained.

OCT Utility License and Franchise Agreement System Detail Business Requirements

2. At the public hearing, the Director will receive oral and written testimony concerning the proposed rule. The Director will either adopt the proposed rule, modify, it or reject it, taking into consideration the testimony received during the public hearing. If a substantial modification is made, additional public review will be conducted, but no additional public notice is required if an announcement is made at the hearing of a future hearing for a date, time and place certain at which the modification will be discussed. Unless otherwise stated, all rules are effective upon adoption by the Director. All rules adopted by the Director will be filed in the Bureau's office. Copies of all current rules will be posted on the Bureau's website and made available to the public upon request. 3. Notwithstanding Subsections 1 and 2, the Director may adopt an interim rule without prior public notice upon a finding that failure to act promptly will result in serious prejudice to the public interest or the interest of the affected parties, stating the specific reasons for such prejudice. An interim rule adopted pursuant to this Subsection is effective for a period of not longer than 180 days . ._-_._------_.

__.._.

7.14.040 Definitions. (Amended by Ordinance Nos. 182527 and 184882, effective September 21,2011.) A. "Bureau" means the Office for Community Technology of the City of Portland, Oregon, along with its employees and agents, or such other bureau as the City Council may designate. B. "Cable Communications Utility" means a business that provides cable serVice or telephone service to subscribers, including voice services delivered through the use of Internet protocol, through its own cable system or a cable system owned by another person.

c.

"Director" means the Bureau Director.

D. "Exchange access services" means:

1. Telephone exchange access lines or channels which provide local access from the premises of a subscriber in the City to the local telecommunications network to effect the transfer of information; and 2. Unless a separate tariff rate is charged therefor, any facility or service provided in connection with the services described in Subsection 1. E. "Gross revenue" means any revenue earned within the City, after adjustment for the net write-off of uncollectible accounts, from the sale of electrical energy, gas, district heating or cooling, or water, or sewage disposal and treatment service, and for use, rental, or lease of operating facilities of the utility engaged in such business, from the furnishing or sale of communications or associated services by or from a telecommunications or cable communications business.

1. Gross revenue of a telecommunications utility means revenues derived from exchange access servIces. Page 19 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

2. Gross revenues do not include proceeds from: a. The sale of bonds, mortgages, or other evidence of indebtedness, securities, or stocks, or sales at wholesale by one utility to another of electrical energy when the utility purchasing such electrical energy is not the ultimate consumer; or h. Public purPose charges collected by a utility selling electrical energy or gas. For purposes of this Subsection, "public purpose charges" means a charge or surcharge to a utility customer that the utility is required or authorized to collect by federal or state statute, administrative rule, or by tariff approved by the Oregon Public Utility Commission, t~at raises revenue for a public purpose and not as compensation for either the provision of utility services or for the use, rental, or lease of the utility's facilities within the City. "Public purpose" includes energy efficiency programs, market transformation programs, low-income energy efficiency programs, carbon offset programs and other types of programs designed to benefit utility customers within Oregon and the City.

F. "Licensee" means any person or entity coming within the provisions of the Utility License Law, whether or not application has been made or a utility license has been issued. G. "Telecommunications utility" has the meaning provided in ORS 759.005(9) (2007). H. "Utility" means the business of supplying electrical energy, gas, district heating or cooling, water, cable, communications, or other services through or associated with telecommunications utility, telephone or coaxial cable, sewage disposal and treatment, and other operations for public service but does not include transportation service, railroad operations, or services otherwise licensed under this Title.

7.14.050 Application and Issuance. A. Any person, including any bureaus of the City, operating a utility coming within the provisions of the Utility License Law shall file an application for a utility license on forms supplied by the Bureau. B. A person is not required to apply for or obtain a utility license if all its revenues earned from operations as a utility otherwise meet the criteria for deduction under Section 7.14.070. The Director may exercise the authority under Section 7.14.080 to require reports and review records to determine whether revenues are qualified for deduction under Section 7.14.070.

c. Applications for utility licenses shall.be filed with the Bureau on or before December 31 for each subsequent calendar year. In the case of any person operating a utility coming within the provisions ofthe Utility License Law which commences operations within the City after January 15,2009, the person operating such utility shall apply for a utility license on or before the date of commencing such operations. The application shall include such information as the Director may require in order to determine whether the utility has paid the license fee owed. Page 20 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

D. Upon receiving a completed application, together with any payment due, the Director shall issue a utility license to the applicant. A utility license shall be valid for no longer than one year. Each utility license shall expire on December 31 of the year of issuance. E. The Director shall prepare application forms and make them publicly available. Failure to receive or secure a form shall not relieve any person from the obligation to obtain a license and pay a license fee under the Utility License Law.

7.14.060 Fees and Payment. A. Except as provided in Sections 7.14.065 and 7.14.070, the fee for a utility license shall be measured by a percentage of the gross revenues earned by the utility for each quarter year period of licensed operation. The percentage for each type of utility shall be as follows: The licensee shall compute the license fee by multiplying the percentage applicable to the type of operation in which such utility engages, by the gross revenues received during the quarter. Electrical Utility Gas Utility Sewer Utility District Heating or Cooling Utility Water Utility Telecommunications Utility Cable Communications Utility

5.0 percent 5.0 percent 7.5 percent 5.0 percent 7.5 percent 7.0 percent 5.0 percent

B. The licensee shall pay the utility license fee to the Bureau on the following basis: on or before May 15 the fee for the period extending from January 1 through March 31, inclusive, of the same calendar year; on or before August 15 the fee for the period extending from April 1 through June 30, inclusive, of the same calendar year; on or before November 15 the fee for the period extending from July 1 through September 30, inclusive, of the same calendar year; on or before February 15 the fee for the period extending from October 1 through December 31, inclusive, of the preceding calendar year. All such payments shall be subject to the deductions set forth in Section 7.14.070.

c. A licensee commencing operations as provided in Subsection 7.14.050 C. shall make the iJ.?itial payment to the Bureau on orbefore the payment date following the first quarter year period after commencing operations. In the event a licensee terminates operations which come within the provisions of the Utility License Law, the final payment shall be made on or before the 45th day following the date of such termination. 7.14.065 Limitations. In any single year, the license fees paid by City of Portland water and sewer utilities shall not exceed $12,809,321 from the City's sewer utilities, and $4,184,153 from the City water utility until those fee payments equal 5 percent of gross revenues at which point they will increase to equal· 5 percent of gross revenues those fees. The directors of the Bureau of Environmental

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OCT Utility License and Franchise Agreement System Detail Business Requirements

Services and Portland Water Bureau are authorized to adopt administrative rules establishing mechanisms to implement this limitation. 7.14.070 Deductions. A. A licensee may deduct from the utility license fee required in the Utility License Law the amount of any payments made or accrued to the City for the period upon which the utility license fee is computed, under any provision of franchise, permit, or ordinance in lieu of franchise granted by the City Council. A licensee may not deduct amounts paid to the City for interest charges or penalties. This Subsection shall not relieve any licensee from paying in accordance with the provisions of a franchise, temporary revocable permit, Charter provision or ordinance when the amount to be paid thereunder exceeds the amount of the utility license fee required under the Utility License Law. B. A licensee may not deduct from the utility license fee the value of any right given to City to use poles, conduits, or ducts to other facilities in common with the licensee. A licensee may not deduct from the utility license fee any permit or inspection fee imposed under any Code provision or ordinance of the City. 7.14.080 Reports and Review of Records. A. Each person paying a utility license fee shall simultaneously file a report to the Bureau in a form satisfactory to the Director. The report shall show the licensee's calculations ofthe license fee, the licensee's gross revenues earned within the corporate limits of the City, and any deductions against the licensee's gross revenues or the amount of the utility license fee. Such reports shall be verified by the licensee or an authorized agent to the effect that all statements made therein are true. B. If a person asserts that any provision of federal, state or local law imposes a limit upon the amount of utility license fees which the City may impose or require from a licensee, the licensee daiming to be within such limitation shall identify in its utility license fee report the specific federal, stateor local law, and the service it provides that it claims is subject to the exception.

c. Every person required to be licensed under the Utility License Law shall keep and preserve for not less than three (3) years such documents and records, including state and federal income or excise tax returns, accurately supporting the information required to be reported on the licensee's application and calculation of utility license fee for each license year. D. The Director shall have authority to arrange for and conduct reviews of all financial records relevant to the calculation of a licensee's payments to the City under the Utility License Law. The Director shall make all requests for review in writing. The Director may determine the scope of review in each instance. 1. The Director may examine any books, papers, records, invoices, and other data needed to determine the accuracy of any license fee due. Such records and documentation shall be open for inspection or examination by the Director or a duly authorized agent. The Director shall have the authority, after notice, to:

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OCT Utility License and Franchise Agreement System Detail Business Requirements

a. Require the attendance of any person required to be licensed under the Utility License Law, or officers, agents, or other persons with knowledge of the person's business operations, at any reasonable time and place the Director may designate;

b. Take testimony, with or without the power to administer oaths to any person required to be in attendance. The Director may designate employees who shall have the power to administer oaths. Such employees shall be notaries public of the State of Oregon; and,

c. Require proof for the information sought, necessary to carry out the provisions of the Utility License Law. 2. If a licensee has not provided copies of all information reasonably within the scope of the review to the Director within 30 days from the date of the written request, the licensee shall provide the Director with access to the requested records within the Portland metropolitan region, during normal business hours, upon 48 hours prior written notice. 3. If the Director requests in writing that the licensee provide, or cause to be provided, copies of any information reasonably within the scope of the review, and the licensee fails, refuses or neglects to provide copies within 30 days of receipt of the Director's written request, then the three (3) year periods under Subsections 7.14.080 C. and 7.14.120 A. shall be extended by one day for each day or part thereof beyond 30 days that the licensee fails to provide, or fails to cause to be provided, such requested information. 4. If any licensee fails, refuses or neglects to provide or make records available to the Director for determining the amount of utility license fees due or payable, the Director may determine the amount of the utility license fees due or payable based upon readily-available facts and information. The Director shall notify the licensee in writing of the amount of such fee so determined, together with any penalty or interest due. The total of such amounts shall thereupon become immediately due and payable. The licensee may seek to establish the correct amount by appeal to the Code Hearings Officer under Section 7.14.090. In such an appeal, the licensee shall have the burden of establishing that the Director's determination is incorrect, either in whole or in part.

7.14.085 Refunds by City to Licensee. Whenever the amount of any utility license fee, penalty, or interest has been erroneously -collected or paid to the Bureau under the Utility License Law, it may be refunded, provided the licensee files with the Bureau a verified claim in writing therefor, stating the specific reason upon which the claim is founded, within 3 years from the date of payment. The claim shall be made on forms provided by the Bureau. If the claim is approved by the Bureau, the excess amount collected or paid may be credited against any amounts due and payable under the Utility License Law from the licensee from whom the overpayment was collected or by whom it was paid, until the licensee is repaid. 7.14.090 Appeals. A. Any person who has received a written determination from the Director applying the provisions of the Utility License Law may appeal such determination of the Director to the Code Hearings Officer of the City as provided in Chapter 22.10 of this Code. Page 23 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

B. The filing of any notice of appeal shall not stay the effectiveness of the Director's determination unless the Code Hearings Officer so directs. 7.14.100 Interest. A. If a person fails to pay to the City all or any part of the utility license fee on or before the date on which the fee is due, interest shall be due on the entire unpaid amount, assessed at the rate of .833 percent simple interest per month or fraction thereof (1 0 percent per annum), computed from the original due date of the fee to the 15th day of the month following the date of payment. Payment of interest charges shall be due at the same time as the unpaid utility license fee is due. B. For purposes of calculating interest under Subsection 7.14.100 A., the amount of the utility license fee due shall be reduced by the amount of any fee payments received by the Bureau on or before the due dates for fee payment established in the Utility License Law. C. Interest amounts properly assessed in accordance with this Section may not be waived or reduced by the Director. 7.14.110 Civil Penalties. A. The Director may assess civil penalties for any of the following violations ofthe Utility License Law: 1. Any failure to file a license application at the time required under the Utility License Law;

2. Any failure to pay the utility license fee when due; 3. Any failure to file a utility license fee report when due; 4. Any failure to provide or make available all books, financial records, papers, invoices, documents, data and related information when required by the Director; or, 5. For any person to make any false statement on any license application or utility license fee report or to provide false information in any investigation or audit conducted pursuant to the Utility License Law. B. The Director may assess civil penalties for any violation under Subsection 7.14.110 A. of up to two percent (2%) of the utility's gross revenues subject to the Utility License Law for the period during which the violation occurred. C. In assessing civil penalties under this Section, the Director shall produce a written decision, identifying the violation, the amount of the penalty, and the basis for the decision. In making such determination, the Director shall consider the following criteria: 1. The extent and nature of the violation;

2. Any benefits to the licensee and any impacts to the City or the general public, financial or otherwise, resulting from the violation; Page 24 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

3. Whether the violation was repeated and continuous, or isolated and temporary; 4. Whether the violation appeared willful (characterized primarily by substantial acts of commission) or negligent (characterized primarily by substantial acts of omission); 5. The magnitude and seriousness of the violation; 6. The City's costs of investigating the violation and correcting or attempting to correct the violation; and, 7. Any other factors the Director deems relevant in the particular case. D. The Director may waive or reduce any civil penalty for good cause, according to and consistent with written policies.

7.14.120 Collection of Delinquencies. A. Upon written approval of the Commissioner in Charge, the Director may have the City Attorney institute legal proceedings in the name of the City to collect any utility license fee or any amount of fee, interest or civil penalties. Any collection action must be filed within three years after the amount required to be collected becomes due and payable to the City, or within three years after any written determination by the Director becomes final, that is otherwise subject to appeal under Section 7.14.090. B. In addition to other enforcement authority, upon written approval of the Commissioner in Charge, the Director may have the City Attorney institute legal proceedings to enforce the Utility License Law or any determinations made by the Director under the Utility License Law.

7.14.130 Confidential Financial Information. Except as otherwise required by law, the Bureau, the Auditor, or any officer, employee, or agent of the City, shall not divulge, release, or make known in any manner any financial information submitted or disclosed to the Bureau under the Utility License Law. Nothing in this section shall be construed to prohibit: A. The disclosure to, or the examination of, financial records by City officials, employees or agents for the purpose of administering or enforcing the terms of the Utility License Law, or collecting utility license fees imposed under the terms ofthe Utility License Law, or collecting City business license fees; B. The disclosure to the utility licensee or its authorized representative of its financial information, including amounts of utility license fees, penalties, or interest, after filing of a written request by the utility licensee or its authorized representative and approval of the request by the Director; C. The disclosure of the names and addresses of any persons to whom utility licensees have been issued; Page 25 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

D. The disclosure of general statistics in a form which would prevent the identification of financial information regarding any particular utility licensee quarterly reports;

E. The disclosure of financial information to the City Attorney or other legal representatives of the City, to the extent the Director deems disclosure or access necessary for the performance of the duties of advising or representing the Bureau; or, F. The release of such information in the filing of any legal action by or on behalf of the Bureau . to obtain payment on unpaid license fees, interest and penalties, or to enforce any determination by the Director.

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OCT Utility License and Franchise Agreement System Detail Business Requirements

Appendix 0 UTL - 3.01 through 3.07 Utility Franchise Management UTL-3.01 - Utility Franchise Management - Purposes UTILITY FRANCHISE MANAGEMENT - PURPOSES Administrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Authority ARB-UTL-3.01

The purposes of these rules are to establish a uniform and consistent body of procedures, forms and written policies for carrying out the various franchising, licensing, permitting, revenue collection and enforcement activities of the Office of Cable Communications and Franchise Management ("OCCFM") as assigned by the City Council and as provided in applicable City Code and Charter.

HISTORY

Adopted by Director of Office for Community Technology December 30, 2009. Renumbered by City Auditor from UTIL-UFM 1.01 and filed for inclusion in PPD January 8, 2010. UTL-3.02 - Utility Franchise Management - Authority UTILITY FRANCHISE MANAGEMENT - AUTHORITY Administrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Authority ARB-UTL-3.02

Authority for these rules is provided pursuant to Portland City Code ("PCC") Chapter 3.114, PCC Chapter 7.14, and PCC Chapter 7.12.

HISTORY

Adopted by Director of Office for Community Technology December 30, 2009. Renumbered by City Auditor from UTIL-UFfv1 1.02 and filed for inclusion in PPD January 8, 2010. UTL-3.03 - Utility Franchise Management - Utility License Fees and Payments - Annual Paym('!nts UTILITY FRANCHISE MANAGEMENT - UTILITY LICENSE FEES AND PAYMENTS - ANNUAL PAYMENTS Administrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Authority ARB-UTL-3.03

A. Licensees who submit timely report forms and payments of $100 or less for three or more consecutive quarters shall thereafter submit payments on an annual basis. 1. OCCFM shall notify licensees who fall under the provisions of this Section by December 1 of

Page 27 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements each calendar year. Such notice shall require the licensee to henceforward pay ail annual utility license fee to the Bureau on or before February 15 for the subsequent calendar year period January 1 through December 31. 2. Any licensee receiving notice under this Section may request continuation of the quarterly payment schedule set forth under PCC Chapter 7.14.060(6). OCCFM may grant such request at its discretion. B. Any licensee who has submitted one or more quarterly payments of $100 or less during any calendar year may petition OCCFM for an annual payment schedule under paragraph A of this Section. OCCFM may grant such request at its discretion. Notwithstanding the above, OCCFM may require a licensee submitting payment on the annual schedule under this Section to pay on the quarterly schedule set forth in PCC 7.14.060(B). Such decisions shall be within OCCFM's discretion. HISTORY

Adopted by Director of Office for Community Technology and filed for inclusion in PPD November 7,2011. UTL-3.04 - Utility Franchise Management - Reporting Format and Documentation to Accompany Payments - Printable Version UTILITY FRANCHISE MANAGEMENT - REPORTING FORMAT AND DOCUMENTATION TO ACCOMPANY PAYMENTS Admin,istrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Authority ARB-UTL-3.04

All regular payments and remittances to OCCFM made pursuant to the Utility License Law (PCC 7.14), PCC 7.12, or pursuant to the provisions of any franchise, license or permit issued or administered by OCCFM shall be accompanied by a Report form provided by OCCFM as applicable by category of payer, with the accompanying documentation as set forth on each form, respectively, as applicable. Reports shall be filed pursuant to the payment schedule regardless of whether a licensee is on the annual or quarter payment schedule. This requirement does not apply to payments made pursuant to financial reviews, settlements, interest amounts, civil penalties or similar non-regular payments. HISTORY

Adopted by Director of Office for Community Technology December 30, 2009. Renumbered by City Auditor from UTIL-UFM 1.03 and filed for inclusion in PPD January 8, 2010. Amended by Director of Office for Community Technology and filed for inclusion in PPD November 7, 2011. Renumbered by City Auditor from UTL-3.03 to UTL-3.04 November 8, 2011.

UTL-3.05 - Utility Franchise Managemenf - Scope of Application of .PCC 7.14 to Communications Providers UTILITY FRANCHISE MANAGEMENT - SCOPE OF APPLICATION OF PCC 7.14 TO COMMUNICATIONS PROVIDERS Administrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Au~ority . ARB-UTL-3.05

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OCT Utility License and Franchise Agreement System Detail Business Requirements

All providers of wireline voice telephone and communications services to subscribers in the City of Portland, whether by means of provider-owned facilities or facilities owned by another, including voice services delivered through the use of Internet Protocol, are required to obtain a Utility License by means of the application forms attached hereto. Fees and payments shall be as provided in PCC 7.14.060, and shall be accompanied by the applicable reporting form, by category, provided under UTIL-UFM 1.03 hereof. The Utility License Law does not apply to wireless communications or telephone providers, nor to such providers paying compensation to the City on a linear foot basis under the terms of a valid franchise, license or permit.

HISTORY

--------------"-"-"------"--"------

Adopted by Director of Office for Community Technology December 30, 2009. Renumbered by City Auditor from UTIL-UFM 1.04 and filed for inclusion in PPD January 8, 2010. Renumbered by City Auditor from UTL-3.04 to UTL-3~05 November 8,2011. UTL~3.06

- Utility Franchise Management - Settlement Reports

UTILITY FRANCHISE MANAGEMENT - SETTLEMENT REPORTS Administrative Rule Adopted by Office for Community Technology Pursuant to Rule-Making Authority ARB-UTL-3.06

In connection with all financial settlements filed by OCCFM for review and action by the City Council, OCCFM shall cause to be filed a separate Settlement Report documenting the original amount at issue, the relevant legal and factual context, the criteria relied on in reaching the recommended settlement determination, the financial impact of the settlement on the City, and other pertinent factors in OCCFM's discretion.

HISTORY

Adopted by Director of Office for Community Technology December 30, 2009. Renumbered by City Auditor from UTIL-UFM 1.05 and filed for inclusion in PPD January8, 2010. Renumbered by City Auditor from LiTL-3.05 to UTL-3.06 November 8, 2011.

UTL-3.07 - Utility Franchise Management - Pre-Application Process for Wireless Facilities in Residential Streets . UTILITY FRANCHISE MANAGEMENT - PRE-APPLICATION PROCESS FOR WIRELESS FACILITIES IN RESIDENTIAL STREETS Administrative Rule Adopted by Revenue Bureau Pursuant to Rule-Making Authority ARB-UTL-3.07

A. Purposes. The City's Broadband Strategic Plan identifies wired and mobile broadband facilities as critical infrastructure providing essential services integral to the working and personal lives of Portland households, families, and businesses. The Pre-Application process for Wireless Facilities in residential streets seeks to balance increased use of and demand for citywide access to essential mobile wireless services while providing adequate prior public notification in residential neighborhoods to facilitate the orderly placement of wireless sites. Wireless carriers should provide timely notification and information to affected residential neighborhoods of wireless siting proposals before the installation of such sites commences, and such carriers should consider the views of neighbors and interested citizens regarding potential aesthetic and design alternatives.

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OCT Utility License and Franchise Agreement System Detail Business Requirements B. Wireless carriers ("Pre-Applicants") granted authority by the City of Portland under a current, valid Right-of-Way Agreement or other similar form of authority shall comply with the preapplication requirements set forth in UTL-3.07 with respect to potential applications to install wireless facilities in Priority 4 streets (generally low volume traffic streets in residential areas) or within 400 feet of Priority 4 streets. C. Neighborhood meeting required a. Pre-Applicants shall conduct an informational neighborhood meeting within the city-recognized neighborhood association boundaries in which the proposed site or alternative site(s) for the proposed facility ("Project") will be located. A regularly-scheduled neighborhood association or business association meeting, or a separate neighborhood meeting, may be utilized or scheduled for this purpose so long as the meeting otherwise meets the standards set forth in subparagraphs b. - f. hereof. b. The purpose of the informational neighborhood meeting is to inform meeting attendees and interested parties of the Project and to enable meeting attendees and interested parties to ask questions and provide comment on the proposed Project site and aesthetic and design considerations related to the proposed Project site. c. The Pre-Applicant shall conduct the informational neighborhood meetings consistent with the Open Meetings purposes under Sec. VIII.A of the Office of Neighborhood Involvement's Standards for Neighborhood Assoc;:iations, ("ONI Meeting Standards"), available through the Office of Neighborhood Involvement, or on the City of Portland's website at: http://www.portlandonline.comLoniLindex.cfm?c=40257&a=97870 d. Prior notice

i. Pre-Applicants shall provide written notice of the informational neighborhood meeting concerning the Project not less than 14 or more than 30 days in advance of the meeting. ii. Such prior notice shall be provided to: 1. Property owners and occupants within a 400 foot radius of any proposed or alternative sites, if any, which may be the subject of the Project; 2. the neighborhood association and District or Neighborhood Coalition office or its equivalent; 3. the business association, if any; 4. the pole owner; 5. the Bureau of Development Services; and 6. the Office for Community Technology (OCT). e. Content of notice i. At a minimum, the Pre-Applicant shall include the following information in the notice required under ~UTL-3.07 .C.d.:

1. Name of the Pre-Applicant; 2. Identification of the proposed site or alternative sites, if any, for the Project; 3. A description of the planned work that will occur; 4. Identification of the specific structure(s) proposed to be replaced, if any, and facilities proposed to be added at Project;

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OCT Utility License and Franchise Agreement System Detail Business Requirements

5. Identification of when Project construction is planned to begin and end; 6. Contact name and telephone number and/or email address of wireless carrier representative, pole owner, and OCT; 7. Date, time, location and purpose of the informational neighborhood meeting; and 8. Identification of available on-line resources where the information required through this preapplication process may be readily accessed on or before the date of the informational neighborhood meeting. f. Meeting venue i. Pre-Applicant shall select the venue and conduct the informational neighborhood meeting consistent with applicable Open Meetings standards under Sec. VIII.G of the aNI Meeting Standards, available as identified in UTL-3.07.C.c. g. Format and content of meeting i. Moderator required; authority of moderator

1. Pre-Application meetings conducted under UTIL 3.07 shall be presided over by a third party moderator acceptable to Pre-Applicant and OCT; or by an OCT staff member or OCT designee. 2. The moderator shall at the outset state the purposes and potential outcomes of the meeting. The moderator shall provide reasonable means for meeting attendees and interested parties to express their views regarding design alternatives and aesthetic options presented by PreApplicant, and alternative sites, if applicable, and to provide other comments for consideration by Pre-Applicant. 3. The moderator shall take steps to encourage balanced participation, mutual respect, courtesy, order and decorum and shall have authority to address disruptions as provided in the Open Meetings standards under Sec. VIII.I of the aNI Meeting Standards, available as identified in UTL3.07.C.c. ii. Photo simulations to be provided at informational neighborhood meeting

1. Pre-Applicants shall provide Project contour maps and photo-simulations required by the City's Wireless Facility Application Checklist; 2. In addition, Pre-Applicants shall provide photographs of the existing proposed site and alternative sites, if any, for the Project ("base photos") together with photo simulations consistent with the following standards: a. Minimum size of each base photo and each photo simulation must be at least 8 inches by 10 inches (landscape orientation), printed on sheets of 8 V2 by 11 inches. Each base photo and matching photo simulation must be the same size. Single sheets of 8 V2 by 11 inches showing base photos and photo simulations on the same page are unacceptable. b. Photographs or photo simulations must show material elements of the proposed site or sites from similar perspectives (distance, height, and angle) within approximately 200 feet of the Project. Elements such as panel antennas, omni-directional antennas, GPS antennas, antenna camouflage devices, cable trays, equipment cabinets, or working lights should be included in any simulation. c. The overall proposed site or alternative sites, if any, for the Project must be shown in at least two area photo simulations. Base photos must, at a minimum, be taken from widely scattered positions. A map detail showing each location where a photograph was taken, the proposed site or

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OCT Utility License and Franchise Agreement System Detail Business Requirements alternative sites, if any, and the direction to the site from each photograph location must be included. Base photos taken from locations that have some physical feature obscuring the Project site, and the photo simulations associated with those same base photos, should be avoided. iii. Presentation of additional information 1. If Pre-Applicant determines that the proposed Project Site is the one feasible location within or outside of the search radius that can meet the radio frequency and other business objectives of the Project after consideration of alternative sites, Pre-Applicants shall provide an explanation including factors supporting such determination.

iv. Aesthetic considerations 1. Pre-Applicants shall present options regarding design alternatives addressed to mitigating visual, scale or other aesthetic impacts including, for example, alternative approaches to facility design, such as screening, color or masking, intended by the applicant to camouflage or reasonably integrate the proposed facility with the surrounding neighborhood.

2. Pre-Applicants shall consider the views of attendees and interested parties addressing such design alternatives prior to presenting any application to OCT. v. Accessibility and availability of information presented 1. Pre-Applicants shall provide and present the information required by the City's Wireless Facility Application Checklist and UTIL 3.07 in sufficient quantity for attendees to obtain the information, OR shall present overhead slides with sufficient clarity for viewing by meeting attendees; AND shall provide an available website link at the meeting where the information presented at the meeting can be readily obtained by attendees.

h. Required components of post-meeting application i. In addition to the information required by the City's Wireless Facility Application Checklist, in any application to OCT concerning a project subject to UTIL 3.07, Pre-Applicants shall provide: 1. Verification that Pre-Applicant held a meeting in compliance with UTIL 3.07 identifying the date, time and place of the meeting; .

2. A brief summary of the site location explanation presented at the neighborhood information meeting by Pre-Applicant under ~c. g. iii. 1. hereof and any website link provided under ~c. g. v.; and 3. A brief narrative summarizing Pre-Applicant's consideration of the views of attendees and interested parties regarding aesthetic and design options under paragraph ~C. g. iv. hereof, including information regarding aesthetic and design options accepted, modified, or rejected and the reasons therefor. ii. The Pre-Applicant's presentation of materials required under ~c. g. for the informational neighborhood meeting is solely intended to provide information to interested parties and to anow such parties to provide comments and information regarding Pre-Applicant's Project and proposed aesthetic and design options for Pre-Applicant to consider. OCT will not consider options modified or rejected by the Pre-Applicant as part of the City's Wireless Facility Application Checklist. i. Pre-Applicant must submit an application to the City within thirteen (13) months after the date of the informational neighborhood meeting for any site which was the subject of such meeting. D. Coordination Between OCT and BDS a. If Pre-Applicant proposes a Project which encroaches on or requires separate agreement with private property owners (e.g. for back-up power supplies outside the right-of-way or other related

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OCT Utility License and Franchise Agreement System Detail Business Requirements ancillary facilities), Pre-Applicant shall provide advance notice of the Project to OCT and the Bureau of Development Services (BDS) before initiating or providing notice of an informational neighborhood meeting under ~c. d. i. hereof. b. OCT staff shall consult and coordinate with applicable BDS staff in reviewing applications for such Projects. E. Area Pre-Applications a. If Pre-Applicant has, within twelve (12) months prior to initiating the Pre-Application process set forth in ~C hereof, presented reasonably detailed Project plans and relevant information for an area of the City generally commensurate with the boundaries of District Coalitions recognized by ONI 1 at a meeting conducted (with 30 days prior notice) under the auspices of District Coalition offices and neighborhood associations located within the Project plan area, and such plans and information are readily available through an available website link, then upon request by PreApplicant, OCT may forbear enforcement of presentation requirements under ~ C. g. hereof substantially duplicative of such prior presentation. F. UTL-3.07 is not intended to conflict with applicable provisions of right-of-way use agreements for mobile telecommunications services entered into by the City with Grantees, nor is UTL-3.07 intended to conflict with applicable provisions of federal law, including applicable administrative rules promulgated by the Federal Communications Commission. 1

http://www.portlandonline.com/oni/index.cfm?c=28390

HISTORY

Adopted by Director of Revenue Bureau September 6, 2012. Filed for inclusion in PPD September 6, 2012.

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OCT Utility License and Franchise Agreement System Detail Business Requirements

Appendix E Chapter.7.12 Public Service Permits, Franchises and Regulations .._------_._-

.._._..

_-_.._ - - - - - - - - - -

7.12.010 Auditor to Keep Record of Franchises. The Auditor shall keep a separate record of each grantee of a franchise from the City rendering a service to be paid for wholly or in part by users of such service, which record shall show in the case of each such grantee: A. The true and entire cost of construction, equipment, maintenance, and of the administration and operation thereof; the amount of stock issued, if any; the amount of cash paid in; the number and par value of shares; the amount and character of indebtedness, if any; the rate of taxes; dividends declared; the character and amount of all fixed charges; the allowance, if any, for interest, and for wear and tear or depreciation; all amounts and sources of income; B. The amount collected annually from the City Treasury and the character and extent of the service rendered therefor to the City; C. The amount collected annually from other users of the service and the character and extent of the service rendered therefor to them. Such books of record shall be open to public examination at any time during the business hours of the Auditor's Office. Such information, in addition to any further data which may be required by the Auditor, under the City Charter, shall be furnished by the grantees or holders of such franchises to the Auditor upon his request, and at such grantees' own cost and expense. ,

In case any grantee or holder of a franchise fails or refuses to furnish such information when required so to do, on behalf of the City, the CityAttomey shall petition the Circuit Court of the State of Oregon for Multnomah County to compel such grantee or holder to furnish the information required herein and to pay the costs of the proceedings in said Court.

7.12.020 Holder of Franchise to Keep Accounts and Make Reports. Every person or corporation operating a public utility, whether under a franchise granted by the City or otherwise operating within the City and rendering service to be paid for wholly or in part by the users of such service, shall keep full and correct books and accounts and make stated quarterly reports in writing to the Council, verified by such person or officer of the corporation, which shall contain an accurate statement in summarized form as well as in detail of all receipts from all sources and all expenditures for all purposes, together with a full statement of all assets and debts including stock and bond issues, as well as such other information as to the cost and profits of the service, and the financial condition of such grantee as the Council may require, as provided for by Section 10-107, Quarterly Reports, of the Charter of the City, which Section of the Charter is incorporated in this Section by reference.

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7.12.030 Bureau of Licenses or Designee Authorized to Inspect Books and Prescribe Forms. (Amended by Ordinanc~ No. 158792, effective July 17, 1986.) The Bureau of Licenses or designee is hereby authorized to inspect or examine, cause to be inspected or examined, at all reasonable hours, any and all books of account and vouchers of the grantee. Such books of account shall be kept and such reports made in accordance with forms and methods prescribed by the Bureau of Licenses, and so far as practicable shall be uniform for all grantees and holders of franchises, and shall conform to such reports as are required by State or federal public utilities commISSIOns.

7.12.040 Interest Payable on Deposits. Any person engaged in the business of furnishing or supplying gas or electricity for lighting, heating, or power purposes, or telephone service in the City, requiring of any patron the deposit of a sum of money as security for the prompt payment of bills when due, shall return to the patron within 1 year from the date the same is made the amount of the deposit together with interest thereon at the rate of 6 percent per year; provided, the patron is not indebted to the person at the date the deposit is returned. Such interest shall be payable at the time the deposit is returned; provided, however, that any person engaged in furnishing telephone service in the City may exact from each patron, or the patron may make, in lieu of such deposit, the payment of not more than 2 months rental in advance.

_-_.-------------------7.12.050 Contents of Franchise. .__._._--_..

Each such franchise shall provide that the names of all the members of the co-partnership or association to which any such franchise may be granted, shall be kept constantly on file in the Office of the Auditor of the City and at all times shall be accessible to any person having any interest in such information. Each such franchise shall also contain a provision setting forth and requiring the minimum service to be rendered the public by the grantee of such franchise and each such franchise shall also include such terms, provisions, and conditions as the Council of the City may determine in addition to those required by the Charter and ordinances of the City.

7.12.060 Payment of Privilege Tax Required. (Substituted by Ordinance No. 164761, effective Oct. 23, 1991.) A. For the purposes of Section 7.12.060 through Section 7.12.120, "utility" shall mean any electric cooperative, people's utility district, privately-owned public utility, or heating company. B. Any utility using or occupying a street, .alley, or highway within the corporate limits of the City without a franchise shall pay a privilege tax for the use and occupancy of any street, alley or highway. Page 35 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

1. The privilege tax imposed under this Subsection shall be in an amount of5 percent of the utility's gross revenues earned within the corporate limits of the City for each consecutive 3 month period. The privilege tax shall be computed as of the commencement of business or upon the expiration of any franchise under which the utility formerly operated. The privilege tax shall be due and payable so long as the utility operates with the City and uses or occupies the streets, alleys or highways. C. Any telecommunications utility using or occupying a street, alley or highway within the corporate limits of the City shall pay a privilege tax for the use and occupancy of any street, alley or highway.

1. The privilege tax imposed under this Subsection shall be in any amount of 7 percent of the telecommunications utility's gross revenues earned within the corporate limits of the City for each consecutive 3 month period. For the purposes of this paragraph, "gross revenues" shall mean all revenues derived from exchange access services, as defined in ORS 401.710, less uncollectibles from such revenues. The privilege tax shall be computed as of the commencement of business or upon the expiration of any franchise under which the telecommunications utility formerly operated. The privilege tax shall be due and payable so long as the telecommunications utility operates within the City and uses or occupies the streets, alleys or highways. D. In the event a franchise is granted to any utility subject to the privilege tax herein required and the franchise becomes effective, then the privilege tax shall cease to apply from the effective date of the franchise. The franchise holder shall pay the proportionate earned amount of the privilege tax for the current quarterly period. The privilege tax shall in all such cases become immediately due and payable, and ifnot paid, collectible as provided in Section 7.12.080.

7.12.070 Privilege Tax Applicable to Other Cases. (Substituted by Ordinance No. 164761, effective Oct. 23, 1991.) The terms of Section 7.12.060 through Section 7.12.120 shall immediately apply to any utility using or occupying a street, alley or highway within the corporate limits of the City upon the expiration of the utility's franchise.

7.12.080 Report of Earnings. (Replaced by Ordinance No. 164761; amended by Ordinance No. 184882, effective September 21,2011.) A. Each utility. and telecommunications utility subject to the privilege tax as provided in Section 7.12.060 shall file with the Office for Community Technology an audited statement of the revenues earned within the corporate limits of the City for each consecutive 3 month period.

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OCT Utility License and Franchise Agreement System Detail Business Requirements

1. The first quarterly report shall be filed on or before the first payment date of privilege tax. Subsequent quarterly reports shall be filed on or before July 15, October 15, January 15, and April 15 of each year. 2. If a franchise is granted to a utility which is otherwise subject to the provisions of Section 7.12.060 the utility shall file a report with the Office for Community Technology within 10 days after the franchise becomes effective showing the gross revenues earned for the proportionate period of the quarter prior to the franchise being granted.

7.12.090 Time Payment of the Privilege Tax. (Substituted by Ordinance No. 164761, effective Oct. 3, 1991.) A. Payment under Section 7.12.060 shall be made quarterly on or before July 20, October 20, January 20, and April 20 of each year. B. If a utility or telecommunication utility fails to pay the privilege tax as required in Section 7.12.060 through Section 7.12.120, the City Attorney is authorized to institute an action in the Circuit Court of the State of Oregon for Multnomah County to recover the amount of the privilege tax due the City.

7.12.100 No Waiver or Estoppel. (Substituted by Ordinance No. 164761, effective Oct. 23, 1991.) Nothing in Section 7.12.060 through 7.12.120, or in any ordinance granting a franchise or right to any utility or telecommunications utility, nor anything done or performed or monies expend_ed under ordinance, shall estop or prevent the City from requiring the utility or telecommunications utility to cease using or occupying the streets, alleys or highways within the corporate limits of the City upon the expiration or other termination of such franchise or right to use or occupy the streets, alleys or highways.

7.12.110 Credits Allowable. (Substituted by Ordinance No. 164761, effective Oct. 23, 1991.) Any amount which any utility or telecommunications utility may have paid to the City under the terms of any revocable permit or other authority for using the streets shall be credited against the amount or amounts which have accrued or shall have accrued under Section 7.12.060.

7.12.120 Restricted to City Business. (Substituted by Ordinance No. 164761, effective Oct. 23, 1991.) The privilege tax levied by Section 7.12.060 shall not be applicable to earnings from interstate business or to earnings from business outside the corporate limits of the City. Page 37 of 41

OCT Utility License and Franchise Agreement System Detail Business Requirements

7.12.130 Permits for Intracity Passenger Business. (Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12.140 Application for Permit or Franchise. (Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12.150 Conditions of Permit or Franchise. (Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12~160

Regulations to be in Permit or Franchise.

(Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12.170 Fees. (Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12.180 Statement of Finances to be Filed. (Repealed by Ordinance No. 167242, effective Jan. 29, 1994.)

7.12.190 No Effect on Certain Vehicles. (Repealed by Ordinance No. 167242, effective Jan. 29,1994.)

7.12.200 Penalty Applicable. Any person subject to this Chapter or any officer or agent of any association or corporation subject to the provisions of this Chapter who, for a period of30 days after the statement is required to be filed with the Auditor, fails, neglects, or refuses to file with the Auditor the quarterly statement of gross earning revenue of such person, association or corporation shall be subject to the penalties, including the criminal penalties, provided in Chapter 7.10 with respect to penalties for violation of the Business License Law. Page 38 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

7.12.210 Additional Annual Report. Each person, firm or co-partnership operating a public utility in the City or, if such utility be an association or corporation, then the president and/or secretary and/or general manager or other officer or agent of such association or corporation having general control, management, or supervision of its business in the City, shall file with the Auditor a statement verified under oath containing the following information: A. Type of corporation, if any; B. List of officers and directors, and corporation control, including list of security holders and voting powers; C. A balance sheet, supported by schedules showing in detail physical equipment or property, and adjustments, advances and investments, special funds, securities acquired or disposed of, itemized assets, losses and expenses, capital stock, notes and accounts payable, taxes, interest, reserves, capital surplus, income of various types, salary schedules, and information on important changes of organization; D. As to plant or operating equipment, schedules showing its classification and changes therein, construction or acquisition, and progress report on property being constructed or acquired, depreciation and amortization and information to support the ba,se therefor; E. Revenues received from operation, including sources; F. Operating expenses; G. Rate base; and H. Method by which it is determined. This report shall cover the year ending the preceding December 31 st and shall be filed on or before September 1, 1945, and June 1st thereafter, except as the Commissioner In Charge may extend the time for filing. This report shall be in addition to any and all other reports required by the Charter and ordinances of the City, including franchises and permits. It shall be sufficient hereunder if a copy of the report filed with the Commissioner of Public Utilities of Oregon, with the Interstate Commerce Commission, or with the Federal Communications Commission is filed with the Auditor.

7.12.220 Depreciation Accounts of Public Utilities. Every grantee or holder of a franchise or permit from the City for public utility operation, or operating within the City a public utility, shall carry on its.books a proper and adequate depreciation account in accordance with the requirements set forth by the State Public Utilities Commissioner, if the Commissioner has made a determination that such depreciation account can Page 39 of41

OCT Utility License and Franchise Agreement System Detail Business Requirements

be reasonably required in the general operations of the public utility within the State. In the event that the State Commissioner has not ascertained and determined the proper and adequate rates of depreciation of the several classes of property of such public utility, or has not determined whether a depreciation account shall be required or not, such public utility shall request such a determination by the City Council. Such rates of depreciation shall be such as will .. provide the amounts required over and above the expenses of maintenance to keep such property in a state of efficiency corresponding to the progress of the industry. After such determination, such public utility shall conform its depreciation account to the rate so ascertained and determined by City Council. Any such determination shall be subject to review and change from time to time as the Council may find necessary or appropriate. All monies provided for depreciation shall be set aside out of the earnings.and carried in a depreciation fund. The monies in this fund may be expended in replacements, new construction, extensions, or additions to the property of such public utility, or invested. If invested, the income from the investments and proceeds upon sale of such investments, shall also be carried in the depreciation fund. This fund and the proceeds thereof shall be used for no other purpose than as provided in this Section and for depreciation. No transfer shall be made from the depreciation fund or depreciation reserve account for any other purpose than set forth in this Section, without first ahd before such transfer, obtaining the approval of the City Council.

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OCT Utility License and Franchise Agreement System Detail Business Requirements

Revision History Name

Date

Reason for Changes

Ver./Rev.

Joan Martin

9/26/2012

Completion of draft v.1

V.1

Joan Martin

111112012

Incorporate updates from Raul Torres, add Appendices, reformat document

V.2

Raul Torres

11/27/12

Update V.2 document and added Utility License Renewal workflow

Document Approval Accepted on behalf of:

Customer

System Support

Name:. _ _ _ _ _ _ _ _ _ __

Ou

Title:,,-,.-"'--'---'----fr'-"---~--__.I__Date:

/2, /0. /J-

Title:- - - - - - - - - - - - Date:

-------------

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