City Project 132468, BID 00002565 Page 1 of 23 Aluminum-Based Coagulants For Wastewater Treatment

Date: Thursday, April 24th, 2025

City of Portland, Oregon ITB No. 00002565 Invitation to BID for Aluminum-Based Coagulants

BIDS DUE:

May 8th, 2025 By 4:00 P.M. LOCAL TIME

MEETING NOTICE:

There will be no pre-bid meeting.

SUBMITTAL INSTRUCTIONS:

Submit proposals electronically by uploading the required proposal documents below to the City’s Procurement Services vendor portal, BuySpeed found at: https://procure.portlandoregon.gov/. Refer to Attachment G within this solicitation for instructions on how to upload proposals.

REFER ALL QUESTIONS TO:

Patrick O’Quinn, Procurement Specialist City Operations, Procurement Services Phone: (971) 678-6326 Email: Patrick.OQuinn@portlandoregon.gov https://procure.portlandoregon.gov/

City Project 132468, BID 00002565 Page 2 of 23 Aluminum-Based

SECTION 1 INTRODUCTION

1.1 Background

The Bureau of Environmental Services (BES) uses aluminum-based coagulants at the Columbia Boulevard Wastewater Treatment Plant in the Chemically Enhanced Primary Treatment (CEPT) system to improve settleability of solids in the facility’s wet weather primary clarifiers. By improving settleability, the system is better able to capture and remove solids from the wastewater, which reduces the solids loading in the effluent that is discharged to the Columbia River after it is disinfected. BES estimates that it will treat approximately 3 billion gallons of wastewater per year through the CEPT system and expects to use 35,000 gallons of aluminum coagulant annually.

1.2 Scope of work

The awarded Contractor(s) shall provide Aluminum-based coagulant for chemically enhanced primary treatment of wastewater. Coagulant provided shall be high basicity polyaluminum chloride or high basicity aluminum chlorohydrate.

BES plans to award multiple contracts for bulk delivery of Aluminum-based coagulant to ensure redundancy and uninterrupted supply of product to meet levels of service. Estimated quantity of gallons to be delivered will be 35,000 gallons per year; 175,000 gallons for the 5-year Price Agreement. All bid prices offered shall be inclusive of all shipping and delivery costs.

1.3 General Requirements

Bids for this solicitation must include the appropriate Safety Data Sheet(s) for product being provided.

The contractor(s) shall deliver the product within a maximum of three (3) calendar days after receiving an order. All deliveries shall be made between the hours of 08:00 and 14:00. The Operations Manager or their designee must approve any exceptions to the delivery requirements.

Deliveries outside of the approved timeframe and without the Operations Managers approval shall be rejected by BES employees at no cost to the City. Delivery truck capacity should be at least 3600 gallons. Vehicle idling is not permitted at delivery sites & loading docks.

Emergency deliveries may be necessary due to the nature of wastewater treatment. The contractor must be able to make emergency deliveries within eight (8) hours of receiving an order. Delivery day and time for emergency deliveries will be coordinated with the City and contractor.

1.4 Product Specification

Coagulant provided by the successful Contractor(s) must adhere to the chemical properties outlined below:

• Aluminum (Al) fraction: 12.1-12.8% w/w

• Aluminum oxide (Al2O3) fraction: 23.0 to 24.2% w/w

• Basicity: 75-86%

• Specific Gravity: 1.32 to 1.36 (at 20 deg C)

City Project 132468, BID 00002565 Page 3 of 23 Aluminum-Based

SECTION 2 GENERAL REQUIREMENTS AND INSTRUCTIONS TO BIDDERS

All bids are subject to the provisions and requirements of the Oregon Revised Statutes and the Portland City Code (PCC), including PCC 5.10.

2.1 Bid Preparation

2.1.1 Bid Format

Bids must be submitted in the format specified in the Invitation to Bid. No oral, emailed, telephone or facsimile bids will be accepted.

2.1.2 Conformance to Bid Requirements

Bids must conform to the requirements of the Invitation to Bid. All necessary attachments (residency statement, bid bond, references, descriptive literature, etc.) must be submitted with the bid and in the required format. Bid prices must be for the unit indicated on the bid.

Failure to comply with all requirements may result in bid rejection.

2.1.3 Conflict of Interest

By submitting a bid, a Bidder certifies that no officer, agent or employee of the City has a pecuniary interest in this Agreement has participated in preparation of the proposal or resulting Agreement, that the proposal was made in good faith without fraud, collusion, or connection of any kind with any other Offeror of the same proposals, and that the Offeror is competing solely in its own behalf without connection with, or obligation to any undisclosed person or firm.

2.1.4 Cost of Bidding

This invitation to bid does not commit the City to pay any costs incurred by any Bidder in the submission of a bid, or in making necessary studies or designs for the preparation thereof, or for procuring or Contracting for the items to be furnished under the invitation to bid.

2.1.5 Use of Brand or Trade Names

Any brand or trade names used by the City in bid specifications are for the purpose of describing and establishing the standard of quality, performance and characteristics desired and are not intended to limit or restrict competition. Bidders may submit bids for substantially equivalent products to those designated unless the Invitation to Bid provides that a specific brand is necessary because of compatibility requirements, etc. All such brand substitutions shall be subject to purchaser's approval.

2.1.6 Product Identification

Bidders must clearly identify all products bid. Brand name and model or number must be shown. The City reserves the right to reject any bid when the product information submitted wit the bid is incomplete.

2.1.7 Fob Destination

BID PRICES MUST BE F.O.B. DESTINATION FREIGHT PREPAID AND ALLOWED with all transportation and handling charges paid by the Bidder.

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2.1.8 Exceptions

Any deviation from solicitation specifications, terms and conditions may result in bid rejection.

2.1.9 Delivery

Delivery time must be shown in number of calendar days after receipt of order.

2.1.10 Signature on Bid

Bids must be signed by an authorized representative of the Bidder. Signature on a bid certifies that the bid is made without connection with any person, firm or corporation making a bid for the same goods and/or services and is in all respects fair and without collusion or fraud. Failure to sign is cause for bid rejection.

Signature on a bid also certifies that the Bidder has read and fully understands all solicitation specifications, terms and conditions. No consideration will be given to any claim resulting from bidding without comprehending all requirements of the Invitation to Bid

2.1.11 Bid Modification

Modifications or erasures made before bid submission must be initialed in ink by the person signing the bid. Bids, once submitted, may be modified in writing before the time and date set for bid closing. Any modifications shall be prepared on company letterhead, signed by an authorized representative, and state that the new document supersedes or modifies the prior bid. Modification must be submitted in a sealed envelope clearly marked "Bid Modification" and bare the same markings as the bid envelope as identifiedfollow the submission directions on page 1. Bidders may not modify bids after bid closing time.

2.1.12 Bid Withdrawals

Bids may be withdrawn in writing on company letterhead signed by an authorized representative and received by the Procurement Services prior to bid closing time. Bids may also be withdrawn before bid closing time.

2.1.13 Late Bids

Sealed bids must be received and time-stamped online by Procurement Services’ website prior to bid due time on the bid due date. Late bids will not be considered for award.

2.2 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, Local Action Plan on Global Warming, and the Stormwater Management Manual (to view these and related City policies, go to the Portland Policy Documents Website:

http://www.portlandonline.com/auditor/index.cfm?c=26818. As applicable to City procurement, these policies guide the City to buy products and services that reduce the City’s negative environmental and social impacts. While specific goals vary, the City’s sustainability objectives tend to focus on: reducing energy use; reducing air, water, and land pollution; building and maintaining high-performance green buildings; reducing the use of materials toxic to the environment and human health; utilizing resources efficiently, including the use of renewable, reusable and recycled materials;

utilizing minority-owned, small, and/or local businesses; preserving or enhancing biodiversity; and http://www.portlandonline.com/auditor/index.cfm?c=26818

City Project 132468, BID 00002565 Page 5 of 23 Aluminum-Based 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.

2.3 Addenda to Plans or Specifications

If, in the opinion of the Chief Procurement Officer, additional information or interpretation should be provided, an Addendum will be made available to all known specification holders. Any Addendum will be issued seventy-two (72) hours or more before the scheduled closing time for submitting bids, not including Saturday, Sunday, and legal holidays. The City shall post all Addenda on the Procurement Services website. Failure of the Bidder to exercise due diligence to receive or obtain such Addenda shall not excuse the respondent from compliance therewith if awarded the contract.

2.4 Oral Instructions

Oral instructions or information concerning the ITB documents or the project given out by officers, employees, or agents of the City to prospective Bidders are not binding unless confirmed by Addendum.

2.5 Questions or Clarifications

It is the Bidder’s responsibility to ask questions, request changes or clarifications, or inform the City of Portland, Procurement Services if it believes the language, specifications or requirements of this ITB are ambiguous, contradictory, or have other problems. Unless a different time is provided in the ITB, questions received less than seven (7) calendar days prior to the date bids are due may not be answered Clarifications of any provision of the solicitation document are binding only if the City amends the solicitation document by Addendum.

2.6 Protest of Solicitation Specifications

A Bidder who believes specifications are unnecessarily restrictive or limit competition may submit a protest, in writing, to the Chief Procurement Officer. To be considered, protests must be submitted within 7 days after a solicitation document is advertised (ten days if the bid is for a public improvement). Protests must be submitted via email to the Procurement Buyer identified on page 1.

2.7 Bid Opening

Bids will be publicly opened at the scheduled opening time stated in the Solicitation. Award decisions will not be made at the bid opening.

2.7.1 Bid Evaluation and Award

Multiple awards will be made to the lowest responsive and responsible Bidders according to the Invitation to Bid

2.7.2 Evaluation Criteria

Bids will be awarded based upon the evaluation criteria in the Invitation to Bid and in accordance with Section 5.10 of City Code.

2.7.3 Reciprocal Preference

In determining the "lowest responsible Bidder”, the City will add a percent increase to each out-of-state Bidder's bid price which is equal to the percent given to local Bidders in that Bidder's home state. For example, if the "lowest responsible Bidder" is from a state that grants a 10 percent preference to local Bidders, the City will add 10 percent to that Bidder's

City Project 132468, BID 00002565 Page 6 of 23 Aluminum-Based price when evaluating the bid. Reciprocal preferences may be viewed at:

http://www.oregon.gov/DAS/EGS/ps/Pages/reciprocal.aspx.

2.7.4 Local Contracting

The City: prefers goods or services that have been manufactured or produced by a local business if price, fitness, availability and quality are otherwise equal; desires to employ local businesses in the purchase, lease, or sale of any personal property, public improvements or services; and wants the residents of the State of Oregon and SW Washington to benefit from optimizing local businesses and services, and the local employment opportunities they generate.

2.7.5 Delivery

Ability to meet the City’s required delivery date shall be used to determine responsiveness.

Cash Discounts: Cash discounts will not be considered for award purposes unless stated in the bid documents.

2.7.6 Payment

The City’s standard payment term is Net 30 days. Bids which require payment in less than 30 days after receipt of invoice or delivery of goods, whichever is later, may be rejected.

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: https://www.portland.gov/sites/default/files/2019- 09/achvendorpaymentauthorizationagreement.pdf

Upon verification of the data provided, the 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.

2.7.7 Bid Rejection

The City reserves the right to reject any and all bids.

2.7.8 Cancellation

The City reserves the right to cancel this solicitation at any time without award.

2.7.9 Bid Results

Bidders who receive awards will be notified of bid results via the Procurement Services website; unsuccessful Bidders will not be directly notified. Bid results are available by phone or email.

2.7.10 Protests

A written protest regarding the procurement process or this solicitation document must be submitted within 7 days after a solicitation document is advertised. A written protests regarding contract award must be submitted in writing within 7 days after the award of a contract or Notice of Intent to Award, whichever occurs first. A written protest of any Addendum must be submitted by the close of the next business day after issuance of the Addendum. Late protests will not be considered. See ORS 279B.410.

http://www.oregon.gov/DAS/EGS/ps/Pages/reciprocal.aspx https://www.portland.gov/sites/default/files/2019-09/achvendorpaymentauthorizationagreement.pdf https://www.portland.gov/sites/default/files/2019-09/achvendorpaymentauthorizationagreement.pdf

City Project 132468, BID 00002565 Page 7 of 23 Aluminum-Based

SECTION 3 SUPPLEMENTAL REQUIREMENTS

3.1 Approved Equal

For those items designated with "OR APPROVED EQUAL" in the Bid Specifications, the Bidder shall obtain approval prior to the date bids are due.

Requests for approval shall be made to the Chief Procurement Officer not later than ten (10) [note:

the number of days here may be changed but must clearly be indicated] calendar days [note:

specifically identify whether it is calendar days] prior to the bid opening date bids are due. Each request shall include a detailed description of the equipment or materials offered, including a sample, drawings, performance and test data, and/or other pertinent information the City may require.

Requests shall clearly identify the specified items for which an alternate is being proposed. Approval of any alternate equipment or materials shall be issued in the form of an Addendum seventy-two (72) hours prior to bid opening.

3.2 Certification

For commercial products inclusive of industry standardized products, in lieu of normal sampling and testing procedures by the Bidder and the City, the City may accept from Bidder two (2) copies of the manufacturer’s certification with respect to the product involved, under conditions set forth as follows:

Certification shall state that the named product conforms to City’s requirements and that representative samples thereof have been sampled and tested as specified. Certification shall either be accompanied with a certified copy of test results, or certify that such test results are on file with the manufacturer and will be furnished to the City upon request. Certification shall give the name and address of the manufacturer, testing agency and the date of applicable testing.

City shall not be responsible for any costs of the certification or for any costs of the sampling and testing of products in connection therewith.

3.3 Intergovernmental Co-Operative Purchasing

The Bidder awarded the contract agrees to extend identical prices and services under the same terms and conditions to all public agencies. Quantities stated herein reflect the City of Portland usage only. Purchases from other agencies do not affect the Contactor’s obligation to the City of Portland. Other agencies will execute their own Contracts with the Bidder. The successful Contractor shall provide quarterly usage reporting of the City of Portland and that of other public agencies. Any Bidder, by written notification included with their bid, may decline to extend the prices and terms of this bid to any and/or all other public agencies.

3.4 Additional Purchases

The City reserves the right to purchase additional equipment [or materials] beyond the quantities stated in the bid documents at the same prices submitted by the Bidder. Such additional purchases are not guaranteed and will be made at the City’s sole discretion.

3.5 Preparation of Bids

3.5.1 Pre-Bid Meeting

There will be no pre-bid meeting or site visit scheduled for this project.

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3.5.2 Intent Of Specifications

If it appears the City omitted an important component of any item identified in this bid, the Bidder shall bring that matter to the attention of the City during the period of time available for requesting clarification [as indicated in Section II, INSTRUCTIONS TO BIDDERS]. The specifications in this ITB will be part of the Contract between the City and the successful Bidder(s).

3.5.3 Taxes

Taxes, whether State or Federal, shall not be included in the bid prices. A tax exemption certificate will be provided by the City on request.

3.6 Submission of Bids

3.6.1 Bid Submittal

By submitting a bid, the Bidder agrees to furnish any and all equipment, supplies and/or services required by the ITB, at the prices quoted, pursuant to all requirements and specifications as contained therein.

For purposes of review and in the interest of the City's Sustainable Paper Use Policy and sustainable business practices in general, if the City requests the use of submittal materials (i.e. paper, envelopes) they shall contain post-consumer recycled content and are readily recyclable. Submittals shall not include 3-ring binders or any plastic binding, folder, or indexing material. Reusable binding posts, clips, or rings and recycled content paper envelopes or folders are examples of acceptable bindings. Submittals shall be printed on both sides of a single sheet of paper wherever applicable; if sheets are printed on both sides, it is considered to be two pages. Color is acceptable, but content should not be lost by black-and-white printing or copying.

All bids must be clearly and distinctly typed. Do not erase mistakes. Instead, correct mistakes in tracked changes, and have them initialed the party signing the bid, or an authorized representative. If the intent of the Bidder is not clearly identifiable, the interpretation most advantageous to the City will prevail. All bids must be on the form furnished by the City, or it may be rejected by the City. The omission of such items as delivery dates, or any other required information may cause the offer to be considered non-responsive.

3.6.2 Bid Prices

The prices submitted shall be firm during the Contract period. If unit prices are requested, they shall be shown for each unit on which there is a bid. The Bid price includes the cost to obtain all permits and licenses that may be required to perform the Contract. All prices quoted shall include all packing, handling, shipping charges, and the warranty provisions and requirements as listed in these specifications, FOB delivered and unloaded at the designated location(s). If assembly is required, offered prices shall include all costs associated with delivery, assembly, set-up and proper disposal of packaging materials.

The offer price shall be exclusive of any sales, purchaser, or consumer tax. Submit unit prices if requested.

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Bid prices shall remain valid for sixty (60) calendar days from bid opening unless otherwise indicated within the ITB. If the bid is accepted, prices shall remain firm for the specified Contract period.

3.6.3 Bid Pricing Form

The Bidder shall include unit and extended pricing for all equipment offered on the form provided by the City within this solicitation or may be rejected. In the event of a conflict between unit pricing and extended pricing, unit pricing shall prevail.

3.6.4 Bid Bond

A bid bond is not required.

3.6.5 Execution Of Contract

The Bidder to whom award is made shall execute and return the Contract in the required number of copies, and shall furnish all required bonds and insurance certificates satisfactory to the city within twenty (20) days after the Bidder receives the Contract.

3.6.6 Failure To Execute Contract

Failure on the part of the Bidder to whom the Contract is awarded to execute the Contract and deliver the Contract, all required bonds and insurance certificates within the time required permits the City to cancel the award of the Contract and charge Bidder for the difference in price between its bid and that of the next lowest responsible bidder.

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SECTION 4 STANDARD TERMS AND CONDITIONS FOR CITY OF PORTLAND CONTRACTS

The following are some of the terms and conditions that will apply should a contract be awarded:

4.1 Definitions

The definitions found in ORS 279B.005 shall apply to the contract:

4.2 Independent Contractor Status

The Contractor is engaged as an independent Contractor and is responsible for any federal, state, and local taxes and fees applicable to payments hereunder. The Contractor, its Subcontractors, and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation, and retirement benefits.

4.3 No Third Party Beneficiaries

Contractor and City are the only parties to this contract and are the only Parties entitled to enforce its terms. Nothing in this contract gives, assigns or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons.

4.4 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.

4.5 Compliance With Applicable Law

Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the provision of goods under this Contract, including, without limitation, the provisions of ORS 279C.505, 279C.515, and 279B.235, as set forth below and the provisions of Title VI of the Civil Rights Act of 1964 and its corresponding regulations;

Additional conditions applicable to this solicitation and/or any resultant purchase order or contracts are included in Appendix A as attached hereto.

4.6 Business Compliance

All statutory, charter and ordinance provisions applicable to public contracts in the City of Portland and the State of Oregon shall be followed with respect to this Contract. The Bidder must be in compliance with the regulations regarding conducting business in the City of Portland and State of Oregon before an award may be made. The Bidder shall be responsible for the following:

4.6.1 Certification as an EEO Affirmative Action Employer

All Bidders 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) 823-6855, website:

http://procure.portlandoregon.gov .

4.6.2 Non-Discrimination In Employee Benefits (Equal Benefits)

Bidders 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. to confirm http://procure.portlandoregon.gov/

City Project 132468, BID 00002565 Page 11 of 23 Aluminum-Based compliance and register your certification please create an account on the City of Portland’s procurement website: http://procure.portlandoregon.gov .

4.6.3 City of Portland Business License Tax Account

Prior to execution of a Contract, Contractor shall provide City of Portland business license tax account number, or shall provide proof of exemption from said registration requirements, as issued by the City of Portland Bureau of Revenue. Failure to do so within twenty (20) days after Bidder receives tender of the Contract may result in withdrawal of the Contract award. Details of compliance requirements are available from the Revenue Bureau License and Tax Division, https://www.portland.gov/revenue/register-tax-account

4.6.4 State of Oregon Business Registration

The successful Bidder(s) must also be in compliance with business registration regulations for the State of Oregon; details are available at www.filinginoregon.com .

4.6.5 Notification To State Of Nonresident Contractor

If the Contract Price exceeds $10,000 and the Contractor is a Nonresident Contractor, the Contractor shall promptly report to the Oregon Department of Revenue on forms provided by the Department of Revenue, the Contract Price, terms of payment, Contract duration and such other information as the Department of Revenue may require before final payment can be made on the Contract. A copy of the report shall be forwarded to the City.

The City shall satisfy itself that the above requirements have been complied with before it issues final payment on the Contract. http://www.oregon.gov/dor/forms/misc/nonresident-bidder_800-020.pdf.

4.6.6 Terms and Conditions

In connection with its activities under this Contract, Contractor shall comply with all applicable Grant Terms and Conditions.

4.7 Governing Law / Venue

The provisions of this Contract shall be construed in accordance with the provisions of the laws of the State of Oregon without reference to its conflict of laws provisions. Any action or suits involving any question arising under this Contract shall be brought in the appropriate court in Multnomah County, Oregon. By executing this Contract the Contractor agrees to in personam jurisdiction of the Oregon courts.

4.8 Indemnity

Contractor shall hold harmless, defend, and indemnify the City of Portland, its officers, employees, and agents, from all claims, demands, suits, actions, losses, damages, liabilities, costs and expenses of whatsoever nature, including all attorney’s fees and costs, resulting from or arising out of the activities of the Contractor or its officers, employees, Subcontractors, or agents including intentional acts, or of its Subcontractors, agents or employees under this Contract.

4.9 Assignment of Anti-Trust Rights

By entering into a Contract, the Contractor, for consideration paid to the Contractor under the Contract, does irrevocably assign to the City of Portland any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future, including, at the City's option, the right to control any such litigation on such claim for relief or cause of action, by reason of violation of 15 USC SS 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or http://procure.portlandoregon.gov/ https://www.portland.gov/revenue/register-tax-account http://www.filinginoregon.com/ http://www.oregon.gov/dor/forms/misc/nonresident-bidder_800-020.pdf http://www.oregon.gov/dor/forms/misc/nonresident-bidder_800-020.pdf

City Project 132468, BID 00002565 Page 12 of 23 Aluminum-Based services provided to the Contractor by any person, which goods or services are used, in whole or in part, for the purpose of carrying out the Contractor's obligation under this Contract.

In the event the Contractor hires Subcontractors to perform any of the Contractor's duties under the Contract, the Contractor shall require the Subcontractor to irrevocably assign to the City of Portland, as a third party beneficiary any right, title or interest that has accrued or may accrue to the Subcontractor by reasons of any violation of 15 USC SS 1-15, ORS 646.725 or ORS 646.730, including, at the City's option, the rights to control of any litigation arising thereunder, in connection with any goods or services provided to the Subcontractor by any person, in whole or in part, for the purpose of carrying out the Subcontractor's obligations as agreed to by the Contractor in pursuance of the completion of the Contract.

In connection with this assignment, it is an express obligation of the Contractor that it will take no action which will in any way diminish the value of the rights conveyed or assigned hereunder to the City of Portland. It is an express obligation of the Contractor to advise the City Auditor or the Office of the City Attorney of Portland, Oregon:

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

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

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

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

4.10 Severability

In the event that a court, government agency, or regulatory agency with proper jurisdiction determines that this Contract, or any provision of this Contract, is unlawful, this Contract, or that provision of the Contract to the extent it is unlawful, shall terminate. If a provision of this Contract is terminated but the parties can legally, commercially, and practicably continue without the terminated provision, the remainder of this Contract shall continue in effect.

4.11 Survival

All obligations relating to confidentiality, indemnification, publicity, representations and warranties, proprietary rights, limitations of liability, if any, and obligations to make payments shall survive the termination or expiration of this Contract.

4.12 Assignment and Subcontracting

This Contract or any interest therein shall not be assigned, transferred or subcontracted to any other person or entity without the prior written consent of the City of Portland. Notwithstanding City approval of a Subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor. The Contractor agrees that if Subcontractors are employed in the performance of this Contract, the Contractor and its Subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

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4.13 Liens

Contractor shall not permit any claim to be filed or prosecuted against the City or any lien against the property purchased in connection with this Contract and agrees to assume responsibility should such lien or claim be filed.

4.14 Force Majeure

Neither City nor Contractor shall be held responsible for performance if its performance is prevented by unforeseeable acts or events beyond the party's reasonable control including, but not limited to:

acts of God; fire, flood, earthquakes or other catastrophes; strikes or other labor unrest; power failures, electrical power surges or current fluctuations; nuclear or other civil or military emergencies, or acts of legislative, judicial, executive, or administrative authorities.

4.15 Sustainable Procurement

Pursuant to the City’s Sustainable City Principles, which direct City Bureaus to pursue long-term social equity, environmental quality, and economic vitality through innovative and traditional mechanisms, the Contractor is encouraged to incorporate these Principles into their scope of work with the City wherever possible. Therefore in accordance with the Principles and the City's Sustainable Procurement Policy, it is the policy of the City of Portland to encourage the use of products or services that help to minimize the human health and environmental impacts of City operations. "Environmentally preferable" means products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product or service.

Packaging should be minimized to the maximum extent possible without compromising product quality. The City encourages packaging that is reusable, recyclable in local recycling programs, is made from recycled materials, and/or is collected by the vendor for reuse/recycling.

4.16 Change Orders

All changes to this Contract, including changes to the scope of work and Contract amount, must be made by written change order and approved by the Chief Procurement Officer to be valid. Contractor understands that City employees have no actual or apparent authority to enter into amendments, except as may be specifically granted by the City Council to the Chief Procurement Officer, or to waive the approval of the City Attorney's office.

4.17 Non-Waiver

No waiver, consent, modification, or change of terms of this Contract shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purposes given. The failure of the City to enforce any provision of this Contract shall not constitute a waiver of that or any other provision.

4.18 Coordination with Other Contractors and Other Services

The Contractor shall cooperate fully with other Contractors and City employees providing systems or support to the City during installation, operation, or maintenance of the goods and services. This includes planning for and integration of the goods and services provided under this Contract with those provided by others. Further, Contractor shall make every reasonable effort to cooperate with City to minimize and/or prevent any degradation of the other computer and telecommunications systems, equipment, or services of the City by the installation, operation, or maintenance of the

City Project 132468, BID 00002565 Page 14 of 23 Aluminum-Based goods and services. Contractor’s failure to cooperate with the City and other Contractors may be grounds for termination as provided herein.

4.19 Access to Records

The Contractor shall maintain professional accounting standards and on a current basis, and the City and its duly authorized representatives shall have access to, the books, documents, papers, and records of the Contractor which are directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three (3) years after final payment. Copies of applicable records shall be made available upon request.

4.20 Audits

The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this Contract at any time in the course of the Contract and during the six (6) year period established by ACCESS TO RECORDS. Audits shall be conducted in accordance with generally accepted auditing standards.

If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City. Under no circumstances will the payment of previous invoices constitute an acceptance of the charges associated with those invoices. If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies as provided under EARLY TERMINATION OF THE CONTRACT and REMEDIES. In addition, the Contractor agrees to abide by the standards of the Office of the Comptroller set forth in May, 2002 Office of Justice Programs (OJP) Financial Guide, including without limitation in accordance with Office of Management and Budget (OMB) Circulars A87, A-102, A-122, A-128, A-133. All financial records, supporting documents, statistical records and all other records pertinent to this Contract shall be retained by the Contractor for a minimum of five (5) years for purposes of State of Oregon or the OJP Financial Guide from the Office of the Controller and apprise itself of all rules and regulations set forth.

4.21 Purchasing from City Employees

No purchase can be made from any business with which a City employee is associated unless authorized by Portland City Code or Procurement Admin Rule. No City employee or elected official of the City shall be admitted to any share or part of this Contract or to any benefit that may arise there from; but, this provision shall not be construed to extend to this Contract if made with a corporation for its general benefit.

4.22 Termination

The City, by written notice to the Contractor, may terminate this Agreement: a) for any reason deemed appropriate in its sole discretion, or b) for a material breach of contract.

City Project 132468, BID 00002565 Page 15 of 23 Aluminum-Based

SECTION 5 ADDITIONAL CONTRACT TERMS AND CONDITIONS APPLICABLE TO THIS

CONTRACT

5.1 Performance Bond and Payment Bond

No performance or payment bonding is required for this project.

5.2 INSURANCE – PROOF OF COVERAGE

Work shall not commence until all insurance requirements have been met and certificates thereof have been filed with the Chief Procurement Officer or the Auditor. Contractor shall obtain and maintain in full force at Contractor expense, throughout the duration of the Contract and any warranty or extension periods, the required insurance identified below. The City reserves the right to require additional insurance coverage as required by statutory or legal changes to the maximum liability that may be imposed on Oregon cities during the term of the Contract.

5.2.1 Workers' Compensation

Workers' compensation insurance as required by ORS Chapter 656 and as it may be amended. Unless exempt under ORS Chapter 656, the Contractor and all subcontractors shall maintain coverage for all subject workers.

__ Required and attached or __ Proof of exemption (i.e., completion of Independent Contractor Certification Statement )

5.2.2 General Commercial Liability (CGL)

General commercial Liability (CGL) insurance covering bodily injury, personal and advertising injury, property damage, including coverage for independent contractor's protection (required if any work will be subcontracted), premises/operations, contractual liability, products and completed operations, in per occurrence limit of not less than $2,000,000.

If pollution liability coverage is not included in (a) above, Pollution liability coverage shall be required to cover bodily injury or property damage arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants or hazardous materials (with coverage not be less than $3,000,000 per occurrence, and $5,000,000 in aggregate, inclusive of legal defense costs.

__ Required and attached or __ waived by Authorized Bureau Manager

5.2.3 Automobile Liability

Automobile liability insurance with coverage of not less than $2,000,000 each accident, and an umbrella or excess liability coverage of $2,000,000. The insurance shall include coverage for any auto or all owned, scheduled, hired and non-owned auto. This coverage may be combined with the commercial general liability insurance policy.

__ Required and attached or __ waived by Authorized Bureau Manager

5.2.4 Continuous Coverage; Notice of Cancellation

The Contractor agrees to maintain continuous, uninterrupted coverage for the duration of the Contract. There shall be no termination, cancellation, material change, potential exhaustion of aggregate limits or non renewal of coverage without thirty (30) days written notice from Contractor to the City. If the insurance is canceled or terminated prior to completion of the Contract, Contractor shall immediately notify the City and provide a new

City Project 132468, BID 00002565 Page 16 of 23 Aluminum-Based policy with the same terms. Any failure to comply with this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract.

5.2.5 Additional Insured

The liability insurance coverages, except Professional Liability, Errors and Omissions, or Workers' Compensation, shall be shall be without prejudice to coverage otherwise existing, and shall name the City of Portland and its bureaus/divisions, officers, agents and employees as Additional Insureds, with respect to the Contractor's activities to be performed, or products or services to be provided. Coverage shall be primary and non-contributory with any other insurance and self-insurance. 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.

5.2.6 Certificate(s) of Insurance:

Contractor shall provide proof of insurance through acceptable certificate(s) of insurance and additional insured endorsement form(s) to the City prior to the award of the Contract if required by the procurement documents (e.g., request for proposal), or at execution of Contract and prior to any commencement of work or delivery of goods or services under the Contract. The Certificate(s) will specify all of the parties who are endorsed on the policy as Additional Insureds (or Loss Payees). Insurance coverages required under this Contract shall be obtained from insurance companies acceptable to the City of Portland.

The Contractor shall pay for all deductibles and premium. The City reserves the right to require, at any time, complete, certified copies of required insurance policies, including endorsements evidencing the coverage the required.

5.2.7 Subcontractor(s):

Contractor shall provide evidence that any subcontractor, if any, performing work or providing goods or service under the Contract has the same types and amounts of coverages as required herein or that the subcontractor is included under Contractor's policy.

5.3 Delivery / Installation

5.3.1 Delivery

All materials, good or equipment shall be FOB delivered to the City of Portland, Bureau of Environmental Services Columbia Blvd Wastewater Treatment Plant, 5001 N. Columbia Blvd, Portland OR 97203. All bid prices offered shall be inclusive of all shipping and delivery costs (freight assumed). Delivery shall be FOB destination to the following address:

Bureau of Environmental Service Columbia Blvd Wastewater Treatment Plant 5001 N. Columbia Blvd Portland, OR 97203

City Project 132468, BID 00002565 Page 17 of 23 Aluminum-Based

The Contractor(s) must be prepared to furnish the items requested within three (3) calendar days after receipt of a regular order, and within eight (8) hours for an emergency order.

Contractor(s) must have adequate stock available. The City may terminate the Contract if repetitive “back orders” or out-of-stock conditions occur. Items not delivered within the given timeframe, may be purchased from other sources and the Contractor shall be liable for any excess costs incurred. The Contract price includes all costs associated with delivery, assembly, setup, and proper disposal of packaging material.

5.3.2 Additional Purchases

The City reserves the right to purchase additional equipment [or materials] beyond the quantities stated in the bid documents at the same prices submitted by the Bidder. Such additional purchases are not guaranteed and will be made at the City’s sole discretion.

5.3.3 Certification

For commercial products inclusive of industry standardized products, in lieu of normal sampling and testing procedures by the Bidder and the City, the City may accept from Bidder two (2) copies of the manufacturer’s certification with respect to the product involved, under conditions set forth as follows:

Certification shall state that the named product conforms to City’s requirements and that representative samples thereof have been sampled and tested as specified. Certification shall either be accompanied with a certified copy of test results, or certify that such test results are on file with the manufacturer and will be furnished to the City upon request.

Certification shall give the name and address of the manufacturer, testing agency and the date of applicable testing.

City shall not be responsible for any costs of the certification or for any costs of the sampling and testing of products in connection therewith.

5.3.4 Sampling and Testing

The City reserves the right to require samples and to test products for compliance with pertinent requirements irrespective to prior certification of the products by the manufacturer. When tests of materials are necessary, such tests will be made by and at the expense of the City unless otherwise specified herein. In the event the materials fail, the supplier shall bear all costs for all subsequent testing necessary to meet specified requirements.

5.4 Delivery, Inspection, Testing, and Contract Administration

5.4.1 Inspection Of Goods

No equipment, supplies, and/or services received by an agency or jurisdiction pursuant to a Contract shall be deemed accepted until the agency has had reasonable opportunity to inspect said equipment, supplies, and/or services.

All equipment, supplies, and/or services which do not comply with the specifications and/or requirements or which are otherwise unacceptable or defective may be rejected. In addition, all equipment, supplies, and/or services which are discovered to be defective or which do not conform to any warranty of the Contractor upon inspection (or at any later

City Project 132468, BID 00002565 Page 18 of 23 Aluminum-Based time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

5.4.2 Acceptance and Testing

The City shall conduct testing on each piece of equipment/apparatus prior to acceptance and payment. The acceptance tests shall be in accordance with the Technical Specifications for each piece of equipment/apparatus. Deviations from the City’s specification will be not allowed unless addressed by a formal change order or by written Addendum. The City reserves the right to have Bidder submit written verification of any test (s) required of Bidder in these specifications.

5.4.3 Warranty

The Contractor shall guarantee its products to be free from defects in materials and workmanship, given normal use and care, over the period of the manufacturer warranty.

The Contractor shall agree to repair and/or immediately replace without charge (including freight inbound and outbound) to City Users any product or part thereof, which proves to be defective or fails within the warranty period as specified

5.5 Rejection of Delivered Goods

The City’s right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or Contractual remedies the City may have. The City reserves the right to return any such rejected shipment at the Contractor’s expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

5.6 Oregon Hazard Communication Rules:

The Contractor must comply with all provisions of OAR 437, Subsection H: Hazardous Materials.

Inquiries concerning compliance should be directed to any office of the Accident Prevention Division or the Workers' Compensation Department central office in Salem

Material Safety Data Sheets (MSDS) shall be provided along with delivery of the product to each Bureau or Division that receives merchandise. The City does not have a centralized Hazard Communication Rules program and supplying MSDS's to one location does not qualify as compliance.

The City reserves the right to refuse and withhold payment for shipments that are not properly labeled or for which an MSDS has not been provided. Noncompliance with OAR 437 is violation of this Contract and justifiable cause for cancellation.

SPECIAL CONDITIONS

Where special conditions are written in the specifications, these special conditions shall take precedence over any general conditions listed elsewhere in the bid solicitation in the event of a conflict.