10354 ITB.pdf

OregonBuys Bid No. S-63400-00009662 OPRD Procurement No. 10354

OREGON PARKS AND RECREATION DEPARTMENT (OPRD)

ISSUES THIS INFORMAL/INTERMEDIATE SOLICITATION FOR

HVAC Maintenance Services for Lake Owyhee State Park

OregonBuys Bid No. S-63400-00009662 OPRD Procurement No. 10354

Date of Issue: 03/01/2024

Offer Closing/Offer Due: Thursday, 03/21/2024, 01:00 PM (Pacific Standard Time)

Single Point of Contact (SPC): Nameun House, Procurement and Contract Specialist Oregon Parks and Recreation Department

725 Summer St. NE, Suite C Salem, OR 97301

Email: Nameun.House@oprd.oregon.gov Phone: 971-375-8289

ATTACHMENT:

Attachment 1 OFFER FORMS (REQUIRED MANDATORY) on pages 7 and 8 of this solicitation

• PART I: Contractual Acceptance Form (page 7)

• PART II: Pricing Proposal Form (page 8)

Attachment 2 Terms and Conditions for the Purchase of Goods and Services on pages 9 -14.

mailto:Nameun.House@oprd.oregon.gov

1.0 PROCUREMENT DESCRIPTION

1.1 PURPOSE

Oregon Parks and Recreation Department (OPRD) is seeking a contractor to provide annual and on-call maintenance services on (1) two ductless HVAC units in main residence site and (2) one gas furnace and one exterior air conditioner unit in Lake Owyhee State Park.

As a result of this solicitation process, OPRD intends to award one (1) contract for the services described in this Solicitation Document.

The initial term of this Contract is set for 3 years with an option to renew for additional years.

1.2 SCOPE OF SERVICES

1.2.1 Maintenance Services: Provide annual maintenance services as scheduled with the Park.

1.2.2 On-call Services: Provide the following tasks on an on-call basis.

• Troubleshooting

• Service

• Repair

• Technical expertise

1.2.3 Business Hours:

Perform work hours during 6:00 AM – 9:00 PM, Monday through Friday, excluding state holidays and may be available for weekend or after hours work on occasion if approved in advance by the Park.

Contractor shall respond to services call requests within 3 business days and dispatch qualified technicians to be on site within 48-120 hours after making a confirmation of on-call services.

1.2.4 Location: Lake Owyhee State Park, located at 1298 Owyhee Lake Rd, Adrian, Oregon

1.3 ADDITIONAL INFORMATION

1.3.1 Travel Cost: Due to the distance between the Park location and services location, OPRD is allowing inclusive cost of a single round trip for transportation, lodging, and mileage , in pricing offer separated from the Maintenance Services and On-Call Services.

1.3.2 Tobacco Free Properties. Offerors need to be aware that Executive Order 12-13 established statewide policy that properties wholly owned or leased by the State of Oregon shall be tobacco free. If Offeror is selected for contract award, Offeror, and its employees, agents and subcontractors will be expected to comply with established smoking restrictions while performing services on State property.

1.3.3 Ordering Instrument. Purchase Order per annual maintenance services and per on-call services.

2. SOLICITATION PROCESS

2.1 PROCUREMENT AUTHORITY AND METHOD

OPRD is conducting this Procurement under the authority granted in ORS 279A.050(6)(d). This Procurement is conducted under intermediate procurement procedures per ORS 279B.070 and in accordance with OAR 137-047-0270, Intermediate Procurements.

2.2 GENERAL DEFINITIONS

Capitalized terms in the Solicitation Document have the meaning set forth below, and if not defined below, the meaning set forth in the Attorney General’s Model Public Contract Rules (OAR Chapter 137), and if not defined there, the meaning set forth in the Public Contracting Code (ORS Chapters 279A, 279B and 279C). Other capitalized terms may be defined in the section in which they appear.

2.3 PROCUREMENT SCHEDULE

The anticipated procurement schedule is listed below. All dates are estimates and all times are Pacific Time. OPRD may modify the schedule at its sole discretion.

Solicitation Issued/Posted on OregonBuys ...................................... March 1, 2024

Questions for Clarifications Due ..................................................... March 8, 1:00 PM

OPRD’s Answers to Questions (Approximate Date)………………… . March 14, 2024

Closing/Offers Due/Opening .......................................................... March 21, 2024 at 1:00 PM

2.4 OREGONBUYS SYSTEM

2.4.1 Registration Requirement. All vendors must be registered in OregonBuys to do business with the State. Registration is free. To create a vendor account, click the blue “Register” button on the top right corner of the OregonBuys website: https://oregonbuys.gov/bso for registration assistance, see vendor registration guidance. Vendors are responsible for ensuring that their vendor registration and information is current and correct in OregonBuys. OPRD will not be responsible for defective registration or incorrect vendor information.

2.4.2. Obtaining ITB Documents. This ITB, ITB attachments and any Addenda and notices

(“Amendments”) may be downloaded from the OregonBuys eProcurement system at:

https://oregonbuys.gov/bso Solicitation documents will NOT be mailed, emailed, faxed or otherwise transmitted or delivered to prospective Offerors. Offerors are solely responsible for checking OregonBuys regularly until the Offer Opening Date and time specified in OregonBuys to assure that they have not missed any Addenda or other notices issued as “Amendments” in OregonBuys for this ITB.

2.5 INQUIRIES AND CHANGES

2.5.1 Single Point of Contact. Offerors shall address ALL INQUIRIES related to this Solicitation to the individual identified below by email or phone:

NAME, TITLE: Nameun House, Procurement and Contract Specialist EMAIL: Nameun.House@oprd.oregon.gov

PHONE: 971-975-8289

2.5.2 Requests for Clarification. A prospective Offeror may request clarification of any provision contained in this Solicitation Document. Any request for clarification must:

https://oregonbuys.gov/bso https://www.oregon.gov/das/ORBuys/Pages/vendorregistration.aspx https://oregonbuys.gov/bso

• Be submitted in writing to the Single Point of Contact at: Nameun.House@oprd.oregon.gov and indicate OregonBuys Bid No. S-63400-00009662 / OPRD Procurement No. 10354 on the written request; and

• Be received by the deadline for inquiries designated in section 2.3 Procurement Schedule, or as changed by Amendment/Addenda.

At its sole discretion, OPRD will respond to such requests received by direct response to the requestor, by issuing clarification(s) in the form of Questions and Answers posted on OregonBuys, or by issuing changes in the form of Addenda posted on OregonBuys. OPRD’s clarification to an Offeror’s request, whether orally or in writing, does not change this Solicitation Document and is not binding on OPRD unless the Solicitation Document is amended by Addendum in accordance with section 2.5.3 below.

2.5.3 Changes to Solicitation Document. Changes to the Solicitation Document will be made only by Addenda issued by OPRD and posted on OregonBuys https://oregonbuys.gov/bso.

2.6 OFFER REQUIREMENTS

Offers must be completed and submitted via OregonBuys on the forms and in the format required in ATTACHMENT 1 – OFFER FORMS attached to this Solicitation Document:

2.6.1 Offer Content – ATTACHMENT 1 - OFFER FORMS (Pages 7 and 8 of this Solicitation Document) The Offer must be complete in all respects, including necessary signatures, certifications, documentation, and responses to any other information required by this Solicitation Document, including but not limited to the following:

A. OFFER FORMS PART I. Contractual Acceptance Form (Page 7 of this ITB)

The Offer must contain a completed Contractual Acceptance Form (Attachment 1) including an original signature of the Offeror or a representative of the Offeror who is authorized to commit the Offeror to legal contracts. The person signing the Offer shall initial any alterations or erasures in ink. By submitting its Offer, an Offeror agrees to be bound by the terms and conditions contained in this Solicitation Document. An Offeror shall not make an Offer conditional upon OPRD’s acceptance of terms or conditions that conflict with or are in addition to those contained in this Solicitation Document.

B. OFFER FORMS PART II. Pricing Proposal Form (Page 8 of this ITB) The Offer must contain a completed Pricing Proposal Form. All Pricing Proposals must be valid for 60 days from Closing.

2.6.2 Offer Submission

Acceptable Delivery and Receipt. To be considered Responsive, Offers must be submitted to OregonBuys https://oregonbuys.gov/bso prior to Closing date and time.

2.6.3 Offer Withdrawal. An Offer submitted in response to this Invitation to Offer may be withdrawn by the Offeror prior to Closing. To withdraw an Offer, Offeror’s authorized representative must mailto:Nameun.House@oprd.oregon.gov submit an email to the Single Point of Contact, Nameun House at:

Nameun.House@oprd.oregon.gov.

2.6.4 Offer Costs. All costs associated with preparation, submission, modification and withdrawal of an Offer are the sole responsibility of the Offeror and will not be borne by OPRD.

2.7 OFFER OPENING

No public offer opening will be held.

3. PROCUREMENT REQUIREMENTS AND EVALUATION PROCESS

Offers received prior to Closing will be evaluated in accordance with the evaluation process described below, OAR 137-047-0270, and any other applicable rules and statutes.

3.1 DISQUALIFICATION OF PROPOSALS

Any attempt by an Offeror to improperly influence the evaluation process will result in the disqualification of that Offeror’s Offer from consideration.

3.2 CANCELLATION OF SOLICITATION

Any time during the Solicitation Process, OPRD may cancel this Solicitation or reject any and all Offers in accordance with ORS 279B.100.

3.3 ADMINISTRATIVE REVIEW

Offers will be evaluated for compliance with the Offer requirements identified in section 2.6 OFFER REQUIREMENTS for Responsiveness. Offers deemed non-responsive will be rejected. Offers deemed Responsive will be further evaluated as described below.

3.4 RESERVED

3.5 PRICING

For all Responsive Offers, Pricing submitted in accordance with the requirements described in section 2.6.1. B. OFFER FORMS PART II. Pricing Proposal Form and will be evaluated to determine the lowest total Offer for the selected items identified as those items to be used in award determination.

3.6 METHOD OF AWARD

Only Responsive Offers will be considered for award. In accordance ORS 279B.070(4), if a contract is awarded, OPRD shall award the contract to the Offeror whose Offer will best serve the interests of OPRD, taking into account price as well as considerations including, but not limited to, experience, expertise, product functionality, suitability for a particular purpose and contractor responsibility.

3.7 OFFEROR RESPONSIBILITY

In accordance ORS 279B.110, OPRD may contact any references (whether or not provided by Offeror) and request any additional information deemed necessary to determine the Responsibility of the Offeror to provide the Goods or Services.

4. AWARD PROCESS

4.1 INTENT TO AWARD

OPRD will notify all Offerors via Notice (Amendment) posted on OregonBuys of the selected Offeror. This announcement will serve as notice to all Offerors that OPRD intends to award a contract to the selected Offeror subject to the successful negotiation of any negotiable provisions.

4.2 CONTRACT REQUIREMENTS

4.2.1 Business Registration. The selected Offeror must have an active Business Registration with Oregon Secretary of State.

4.2.2 CCB License. The selected Offeror must have an active Construction Contractor License with Oregon Construction Contractor Board.

4.2.3 The Limited Maintenance Specialty HVAC/R (LHR) Contractor License. The selected Offeror must have an active LHR or Journeyman Electrical License with Oregon Building Codes Division.

4.2.4 Insurance. Prior to execution of the Contract, the selected Offeror shall provide to OPRD certificates and additional insured endorsements of the insurance coverage identified in Attachment 2 Terms and Conditions for the Purchase of Goods and Services, Section 13 or as otherwise specified in this Solicitation Document.

ATTACHMENT 1 – OFFER FORMS

PART I: CONTRACTUAL ACCEPTANCE FORM

OFFEROR SHALL PROVIDE ALL APPLICABLE INFORMATION REQUESTED BELOW

***THIS ATTACHMENT MUST BE COMPLETED AND UPLOADED INTO OREGONBUYS***

OFFEROR’S LEGAL NAME: (TAX FILING)

OFFEROR’S MAILING ADDRESS:

OFFEROR’S BUSINESS DESIGNATION: (CHECK ONE)

Partnership Limited Partnership Limited Liability Partnership Corporation Professional Corporation Limited Liability Company Sole Proprietorship Other: ____________________________________________

OFFEROR’S FEDERAL TAX ID NUMBER: (NOT SOCIAL SECURITY NUMBER) _________________________ Tax information is requested pursuant to ORS 305.385 and will be used for the administration of state, federal and local tax laws. OPRD may report the information provided to the Internal Revenue Service (IRS) under the name and taxpayer identification number provided.

OFFEROR’S OREGON BUSINESS REGISTRATION NUMBER: _________________________________

(OREGON SECRETARY OF STATE, CORPORATIONS DIVISION)

Go to http://www.filinginoregon.com/ for information on how to register to do business in Oregon.

OFFEROR IS A RESIDENT OFFEROR: YES NO

ORS 279A.120(1)(b): “Resident Bidder” means an Offeror that has paid unemployment taxes or income taxes in Oregon during the 12 calendar months immediately preceding submission of the Offer, has a business address in Oregon and has stated in the Offer whether the Offeror is a “resident bidder” under this paragraph.

OFFEROR IS AN OREGON CERTIFIED FIRM: (CHECK ALL THAT APPLY)

Minority Business Enterprise (MBE) Emerging Small Business (ESB) Women Business Enterprise (WBE) Disadvantaged Business Enterprise (DBE)

Go to http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/ for information on the OMWESB certification program.

OFFEROR’S CONTACT INFORMATION:

AUTHORIZED REPRESENTATIVE TITLE

PHONE FAX EMAIL

THE INDIVIDUAL SIGNING ON BEHALF OF OFFEROR HEREBY ACKNOWLEDGES AND CERTIFIES THAT:

• He/she is authorized to act on behalf of Offeror;

• The supplied Contractor data is true and accurate;

• To the best of his/her knowledge, Offeror is not in violation of any Oregon tax laws;

For the purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS

310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620. [ORS 305.380(4)]

• Offeror has completely read and understands the provisions of the Solicitation, including any Addenda issued;

• The Offer was prepared independently from all other Offerors, and without collusion, fraud, or other dishonesty;

• Offeror has not discriminated and will not discriminate, in violation of ORS 279A.110(1), against any minority, women or emerging small business enterprise certified under ORS 200.055 or a business that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontract;

• Offeror accepts and agrees to be bound by all the terms and conditions of the Contract awarded;

• Offeror agrees to provide all Goods and Services required to be provided under the Contract;

• Offeror has the available resources, including staffing, to perform the Services in a reasonable timeframe to pursue OPRD’s objectives; and

• By submitting a response to this Solicitation, Offeror grants the State of Oregon a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license for the rights to copy, distribute, display, prepare derivative works of and transmit the response for the purpose of conducting this procurement and to fulfill obligations under Oregon Public Records Laws.

SIGNATURE OF OFFEROR’S AUTHORIZED REPRESENTATIVE DATE

http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/

PART II – PRICING PROOSAL FORM

***THIS ATTACHMENT MUST BE COMPLETED AND UPLOADED INTO OREGONBUYS***

PRICING REQUIREMENTS

• Offeror may attach on-call services with pricing information, if pricing on services are already available.

• Offeror shall provide total amount per item in yellow-highlighted fields under “Total Amount Per Item” column below.

1. BREAKDOWN OF THE COST

DESCRIPTION TOTAL AMOUNT PER ITEM

Cost for annual services on (1) two ductless HVAC units in main residence site and (2) one gas furnace and one exterior air conditioner unit

2 On-call services cost

• Troubleshooting $

• Repair $

• Technical expertise – Diagnosis $

Travel cost - inclusive cost of a single round trip for transportation, lodging, and mileage between the Offeror’s location to Lake Owyhee State Park, located at 1298 Owyhee Lake Rd, Adrian, Oregon

TOTAL $

ATTACHMENT 1 – BID FORMS

ATTACHMENT 2

TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS & SERVICES

1. DELIVERY: Deliveries will be F.O.B destination, unless otherwise agreed. Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties.

2. ACCEPTANCE: Agency may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods or Services (“Work”) and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure defects within a reasonable time, Agency may reject the Goods and cancel the Contract in whole or in part. Title to the Goods passes to Agency in accordance with the Uniform Commercial Code, ORS chapters 71-79 (UCC), and this section does not affect or limit Agency's rights under the UCC.

3. PAYMENT: Agency shall pay Contractor within 30 days from (i) the date the Goods or Work are delivered and accepted or (ii) the date the invoice is received, whichever is later. If Agency fails to pay within 45 days of such date, Contractor may assess overdue account charges up to a rate of 2/3% per month (8% APR) or the maximum rate allowed by law on the outstanding balance.

4. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants that:

• Unless otherwise agreed, the Goods are new and unused, (and if applicable, the current model), free and clear of any liens or encumbrances, and carry full manufacturer warranties;

• Contractor shall transfer all manufacturer warranties to the State;

• Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture;

• Contractor owns or has the right to transfer or sell the Goods to Agency;

• Contractor has the power and authority to enter into and perform this Contract and this Contract is a binding obligation upon

Contractor enforceable in accordance with its Terms;

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

• Contractor is an independent contractor and its provision of the Goods creates no potential or actual conflict of interest as defined in ORS 244;

• Contractor has, for a period no fewer than 6 years preceding the Contract Effective Date, complied with the tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318 and the laws of all political subdivisions;

• Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State, and

• All implied and express warranties under the UCC are incorporated in this Contract.

These representations and warranties are cumulative and are in addition to and not in lieu of any other representations or warranties found in this Contract or the law.

5. TERMINATION:

• The parties may terminate the Contract by mutual agreement.

• Agency may terminate the Contract at any time upon written notice to Contractor. Upon receipt of the written notice, Contractor shall stop performance, and Agency shall pay Contractor for Goods or Work delivered and accepted.

• Agency may terminate the Contract at any time upon written notice to Contractor if Agency fails to receive funding, appropriations, or other expenditure authority.

• Agency may terminate the Contract for cause upon written notice to Contractor, if Contractor breaches any Contract provision, including the representations and warranties related to liquidated and delinquent debt, or is declared insolvent.

Contractor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC.

• Agency may terminate the Contract if Contractor fails to comply with the tax laws of this state or any political subdivision or Contractor violates any warranties or certification related to compliance with the tax laws of this State and any political subdivision of this State.

6. REMEDIES: Any violation or breach of the Contract entitles Agency to terminate the Contract, to pursue and recover any and all damages that arise from the breach and the termination of the Contract, and to pursue any or all of the remedies available under the Contract, at law, or in equity, including but not limited to: termination of the Contract in whole or in part; collection by administrative offset or garnishment, if applicable, or withholding amounts otherwise due and owing to Contractor without penalty. The remedies set forth in this Section 6 are cumulative.

7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the State and it agencies, their divisions, officers, employees, and agents, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this Contract.

8. GOVERNING LAW, JURISDICTION, VENUE: This Contract is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws. Any unresolved Dispute between Agency and Contractor that arises from or relates to the Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Dispute must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State of Oregon's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise or of any defenses to Claims, or as consent to the jurisdiction of any court.

8.1 LEGAL COUNSEL: If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above

9. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond its reasonable control. Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of the Contract.

10. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights (Subcontract) or delegate responsibilities under this Contract in whole or in part, without the prior written approval of Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

11. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this Contract according to Oregon Accounting Manual (OAM) and any other records relating to Contractor’s performance (“Records”) for 6 years from termination or as otherwise required. Contractor shall grant the State and its agencies, the Secretary of State, the federal government, and their duly authorized representative’s access to the Records, including reviewing, auditing, copying, and making transcripts.

12. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Contract and the performance of the Services.

Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended;

(ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act portion of the American Recovery and Reinvestment Act of 2009 (ARRA), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended;

(ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and

(xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. OPRD’s performance under the Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270 which are incorporated by reference herein.

Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

12.1 COMPLIANCE WITH OREGON TAX LAWS: Contractor shall, throughout the duration of this Contract, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes the tax laws described in Section 8.1.5.1 through 8.1.5.4.

13. INSURANCE: Contractor shall obtain at Contractor’s expense the following insurance prior to performing under this Contract.

Contractor shall maintain such insurance in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply.

Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and are acceptable to Agency. All coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation.

Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

• Workers’ Compensation: All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident.

If Contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

• Commercial General Liability: Contractor shall provide Commercial General Liability Insurance coverage in a form and with coverage that are satisfactory to the State. This insurance must include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage must be written on an occurrence basis in an amount of not less than in an amount of not less than $1,000,000 per occurrence and not less than $2,000,000.00 annual aggregate limit.

• Auto Liability: Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance covering owned, non-owned and/or hired vehicles, as applicable. The coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000.00, or the equivalent.

• Continuous Claims Made Coverage: If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Contractor shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Contract, for a minimum of 24 months following the later of:

• (i) Contractor ’s completion and Agency’s acceptance of all Services required under the Contract, or

• (ii) Agency or Contractor termination of this Contract, or

• (iii) The expiration of all warranty periods provided under this Contract.

• Excess/Umbrella Insurance: A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance. When used, all of the primary and umbrella or excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions SIR’s), indemnity, and defense requirements. The umbrella or excess policies shall e provided on a true “following form or broader coverage basis, with overage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insured, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted. If excess/umbrella insurance is used to meet the minimum insurance requirements, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance.

• Additional Insured: All liability insurance, except for Workers’ Compensation, Professional Liability, Pollution Liability and Network Security and Privacy Liability (if applicable), required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Regarding Additional Insured status under the General Liability policy, we require the additional insured status with respect to liability arising out of ongoing operations and completed operations. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on or at least as broad as ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on or at least as broad as ISO form CG 20 37.

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

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

• Insurance Requirement Review: Contractor agrees to periodic review of insurance requirements by Agency under this Contract and to provide updated requirements as mutually agreed upon by Contractor and Agency.

• State Acceptance: All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Section 13.

14. SAFETY DATA SHEETS: As applicable, Contractor shall provide Agency with a Safety Data Sheet (SDS) for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use 29 CFR 1910.1200(g)(6)(iii). Contractor shall label, tag or mark such Goods.

15. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the Contract. These products shall include recycled paper, recycled PETE products, other recycled products (ORS 279A.010(1)(gg),(hh),(ii)), and other recycled plastic resin products.

16. AMENDMENTS: All amendments to this Contract must be in writing, approved by Agency.

17. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

18. WAIVER: Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by Agency of its rights to such performance in the future or to enforce any other provisions.

19. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Agency may withhold final payment under this Contract until Contractor has met this requirement.

20. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury: (a) the number shown on this form is the correct Federal Employer Identification Number; (b) it is not subject to backup withholding because (i) it is exempt from backup withholding,

(ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and (c) it is not in violation of any Oregon tax laws.

21. EXAMINATION OF SPECIFICATIONS, AND SITE: It is understood that the Contractor, before submitting an Bid, has made a careful examination of the Contract Documents; has become fully informed as to the quality and quantity of materials and the character of the Work required; and has made a careful examination of the location and conditions of the Work and the sources of supply for materials. The Owner will in no case be responsible for any loss or for any unanticipated costs that may be suffered by the Contractor as a result of the Contractor's failure to acquire full information in advance in regard to all conditions pertaining to the Work. No oral agreement or conversation with any officer, agent, or personnel of before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained.

22. MATERIALS AND WORKMANSHIP: The intent of the Contract Documents is to provide for the construction and completion in every detail of the Work described. All Work shall be performed in a professional manner and unless the means or methods of performing a task are specified elsewhere in the Contract Documents, Contractor shall employ methods that are generally accepted and used by the industry, in accordance with industry standards.

23. PERMITS: Contractor shall obtain and pay for all necessary permits and licenses, except for those specifically excluded in the Contract, for the construction of the Work, for temporary obstructions, enclosures, opening of streets for pipes, walls, utilities, environmental Work, etc., as required for the project. Contractor shall be responsible for all violations of the law, in connection with the construction or caused by obstructing streets, sidewalks or otherwise. Contractor shall give all requisite notices to public authorities.

24. INSPECTION: Agency shall have access to the Work at all times.

Inspection of the Work will be made by the Agency at its discretion. The Agency will have authority to reject Work that does not conform to the Contract Documents. Any Work found to be not in conformance with the Contract Documents, in the discretion of the Agency, shall be removed and replaced at the Contractor's expense.

25. USE OF PREMISES: Contractor shall confine equipment, storage of materials and operation of Work to the limits indicated by Contract Documents, law, ordinances, permits or directions of the Agency. Contractor shall follow the Agency’s instructions regarding use of premises, if any.

26. PROTECTION OF WORKERS, PROPERTY, AND THE PUBLIC: Contractor shall maintain continuous and adequate protection of all of the Work from damage, and shall protect the Agency, workers and property from injury or loss arising in connection with this Contract. Contractor shall remedy acceptably to the Agency, any damage, injury, or loss, except such as may be directly due to errors in the Contract Documents or caused by authorized representatives or personnel of the Agency.

Contractor shall adequately protect adjacent property as provided by law and the Contract Documents.

27. CUTTING AND PATCHING: Contractor shall be responsible for coordinating all cutting, fitting, or patching of the Work to make its several parts come together properly and fit to receive or be received by work of other contractors or Subcontractors shown upon, or reasonably implied by, the Contract Documents.

Contractor shall be responsible for restoring all cut, fitted, or patched surfaces to an original condition; provided, however, that if a different condition is specified in the Contract Documents, then Contractor shall be responsible for restoring such surfaces to the condition specified in the Contract Documents.

28. CLEANING UP: From time to time as may be ordered by the Agency, the Contractor shall, at its own expense, clean up and remove all refuse any unused materials of any kind resulting from the Work. If Contractor fails to do so within twenty-four hours after notification by the Agency, the work may be done by others and the cost charged to the Contractor and deducted from payment due the Contractor.

29. ENVIRONMENTAL CONTAMINATION: Contractor will be held responsible for and shall indemnify, defend (with counsel of Agency’s choice) and hold harmless Agency from and against any costs, expenses, damages, claims, and causes of action, (including attorney fees), or any of them, resulting from all spills, releases, discharges, leaks and disposal of environmental pollution, including storage, transportation, and handling during the performance of the Contract which occur as a result of, or are contributed by, the negligence or actions of Contractor or its personnel, agents, or Subcontractors or any failure to perform in accordance with the Contract Documents (except to the extent otherwise void under ORS 30.140). Nothing in this section shall limit Contractor's responsibility for obtaining insurance coverages required under the Contract, and Contractor shall take no action that would void or impair such coverages.

Contractor agrees to promptly dispose of such spills, releases, discharge or leaks to the satisfaction of Agency and proper regulatory agencies in a manner that complies with applicable federal, state, and local laws and regulations. Cleanup shall be at no cost to the Agency and be performed by properly qualified personnel.

Contractor shall obtain the Agency’s written consent prior to bringing onto the Work site any environmental pollutants or (ii) hazardous substances or materials, as the same or reasonably similar terms are used in any applicable federal, state, or local statutes, rules or ordinances. Notwithstanding such written consent from the Agency, the Contractor, at all times, shall: properly handle, use and dispose of all environmental pollutants and hazardous substances or materials brought onto the Work site, in accordance with all applicable federal, state, or local statutes, rules, or ordinances; be responsible for any and all spills, releases, discharges, or leaks of (or from) environmental pollutants or hazardous substances or materials which Contractor has brought onto the Work site; and promptly clean up, without cost to the Agency, such spills, releases, discharges, or leaks to the Agency’s satisfaction and in compliance with all applicable federal, state, or local statutes, rules or ordinances.

Contractor shall report all reportable quantity releases to applicable federal, state, and local regulatory and emergency response agencies. Reportable quantities are found in 40 CFR Part 302, Table 302.4 for hazardous substances and in OAR 340-142-0050 for all products addressed therein. Upon discovery, regardless of quantity, Contractor must telephonically report all releases to the Agency. A written follow-up report shall be submitted to Agency within 48 hours of the telephonic report. Such written report shall contain, as a minimum:

• Description of items released (identity, quantity, manifest no., and all other documentation required by law.)

• Whether amount of items released is EPA/DEQ reportable, and, if so, when it was reported.

• Exact time and location of release, including a description of the area involved.

• Containment procedures initiated.

• Summary of communications about the release Contractor has had with members of the press or State officials other than

Agency.

• Description of cleanup procedures employed or to be employed at the site, including disposal location of spill residue.

• Personnel injuries, if any, resulting from, or aggravated by, the release.

30. ENVIRONMENTAL CLEAN-UP: Unless disposition of environmental pollution is specifically a part of this Contract, or was caused by the Contractor, Contractor shall immediately notify Agency of any hazardous substance(s) which Contractor discovers or encounters during performance of the Work required by this Contract. "Hazardous substance(s)" means any hazardous, toxic and radioactive materials and those substances defined as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or other similar designations in any federal, state, or local law, regulation, or ordinance, including without limitation asbestos, polychlorinated biphenyl (PCB), or petroleum, and any substances, materials or wastes regulated in 40 CFR, Part 261 and defined as hazardous in 40 CFR S 261.3. In addition to notifying Agency of any hazardous substance(s) discovered or encountered, Contractor shall immediately cease working in any particular area of the project where a hazardous substance(s) has been discovered or encountered if continued work in such area would present a risk or danger to the health or well being of Contractor's or any Subcontractor's work force.

Upon being notified by Contractor of the presence of hazardous substance(s) on the project site, Agency shall arrange for the proper disposition of such hazardous substance(s).

31. RESPONSIBILITY FOR DAMAGES / INDEMNITY: Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay that may be caused by, or result from, the carrying out of the Work to be done under this Contract, or from any act, omission or neglect of the Contractor, its Subcontractors, personnel, or agents.

32. TIME IS OF THE ESSENCE: The Contractor shall at all times carry on the Work diligently, without delay and punctually fulfill all requirements herein. Contractor shall commence Work on the site on the date specified in the Contract or otherwise agreed to by Agency. Unless specifically extended in writing by Agency, all Work shall be complete by the date contained in the Contract Documents.

33. CORRECTION OF WORK BEFORE PAYMENT: The Contractor warrants to the Agency that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects, and that the Work will conform to the requirements of the Contract Documents. Work failing to conform to these requirements shall be deemed defective. Contractor shall promptly remove from the premises and replace all defective materials and equipment as determined by the Agency, whether incorporated in the Work or not. Removal and replacement shall be without loss or expense to the Agency, and Contractor shall bear the cost of repairing all Work destroyed or damaged by such removal or replacement of defective Work and, unless a longer period is specified, Contractor shall correct all defects that appear in the Work within a period of one year from the date of Acceptance by Agency

34. WARRANTY WORK; Neither the final payment nor any provision of the Contract Documents shall relieve the Contractor from responsibility for defective Work and, unless a longer period is specified, Contractor shall correct all defects that appear in the Work within a period of one year from the date of issuance of the written notice of Substantial Completion by the Owner except for latent defects which will be remedied by the Contractor at any time they become apparent.

The Owner shall give Contractor notice of defects with reasonable promptness. Contractor shall perform such warranty work within a reasonable time after Owner’s demand. If Contractor fails to complete the warranty work within such period as Owner determines reasonable, or at any time in the event of warranty work consisting of emergency repairs, Owner may perform such work and Contractor shall reimburse Owner all costs of the same within ten (10) Days after demand without affecting Contractors obligations.

This provision does not negate guarantees or warranties for periods longer than one year including without limitation such guarantees or warranties required by other sections of the Contract Documents for specific installations, materials, processes, equipment or fixtures.

In addition to Contractor's warranty, manufacturer's warranties shall pass to the Agency and shall not take effect until affected Work has been accepted in writing by the Agency.

35. OPERATION AND MAINTENANCE MANUALS: As part of the Work, Contractor shall submit one completed operation and maintenance manual ("O & M Manual") to Agency upon completion of the Work. The O & M Manual shall contain a complete set of all product data as required by the specifications, training information (if applicable), phone list of consultants, manufacturers, installer and suppliers, manufacturer's printed data, record and shop drawings, schematic diagrams of systems, appropriate equipment indices, and warranties.

36. TRAINING: If required by the Contract Documents, the Contractor shall schedule with the Agency, training session(s) for all equipment and systems after the equipment and/or system is completely installed and operational in its normal operating environment.