REQUEST FOR PROPOSALS

The Trust for Public Land is issuing this Request for Proposals (RFP) for the Riddle Community Schoolyard at:

Riddle Elementary School 463 Park Street, Riddle, OR 97469

Date of Issue: May 4, 2026

Proposals Due: June 4, 2026 by 3:00 pm local time

The Trust for Public Land promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

Riddle Community Schoolyard

TABLE OF CONTENTS

NOTICE OF INVITATION TO BID

ATTACHMENT A: CONSTRUCTION SERVICES AGREEMENT

ATTACHMENT B: BID FORM AND CERTIFICATION

ATTACHMENT C: STATEMENT OF QUALIFICATIONS

ATTACHMENT D: SUBCONTRACTORS TO BE ENGAGED BY CONTRACTOR

ATTACHMENT E: BID BOND

ATTACHMENT F: FORM OF PERFORMANCE AND PAYMENT BOND

DOCUMENT SUBMISSION CHECKLIST

SECTION 1: GENERAL INFORMATION

1.1 INTRODUCTION

The Trust for Public Land (“TPL” or “Client”) conserves land for people to enjoy as parks, gardens, and other natural places ensuring livable communities for generations to come. In keeping with our mission, TPL has partnered with the Riddle School District 70 (“RSD,” “School District,” “District,” or “Owner”) to construct a community schoolyard at Riddle Elementary School.

TPL is seeking bids and qualifications from qualified contractors (hereinafter referred to as “bidders”) licensed by the Construction Contractors Board or the State Landscape Contractors Board and any other required licensure necessary to complete construction services including all labor, materials, and equipment necessary to complete the Riddle Community Schoolyard Project at 463 Park Street in the City of Riddle, Oregon.

Additional details about the project are included in the Scope of Work section below. The terms “bid” and “proposal” are used interchangeably throughout the RFP.

All work in connection with this RFP must comply with the project details contained herein, and the written specifications and drawings prepared by ABLE Studio and their consultants (hereinafter collectively referred to as the “Construction Bid Documents”). Additional project requirements are listed in the General Requirements section below and contained in the Construction Services Agreement (“Agreement), which is included in this RFP as Attachment A. The information provided in this RFP will be incorporated into the contract as part of the specifications for the project.

1.2 SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change.

Event Date Time

Pre-Proposal Meeting (Mandatory) May 18, 2026 3:00 pm

Questions / Requests for Clarification Due May 22, 2026 5:00 pm

Answers to Questions / Requests for Clarification Issued (approx.)

May 28, 2026

Proposal Due / Close Date June 4, 2026 3:00 pm

Issuance of Notice of Intent to Award (approx.) June 16, 2026

1.1 LOCATION AND OWNERSHIP

The project is located at Riddle Elementary School, 463 Park Street, Riddle, OR 97469. The legal owner of the project site is the Riddle School District 70, whose address is 401 First Street, Riddle, OR

97469. TPL occupies or will occupy the project site under the terms of an Agreement between TPL and the School District (“RSD Agreement”), which is included as an exhibit to the Construction Services Agreement. The selected contractor will occupy the project site as TPL’s contractor and will be subject to the terms and conditions of the RSD Agreement. Riddle Elementary School is managed by RSD. Access to areas within temporary construction fences will be restricted to the authorized personnel of RSD, TPL, Landscape Architect, contractors, and subcontractors during the contract period. Contractor and subcontractors must meet all Oregon and RSD requirements related to background checks and fingerprinting of all employees that have the potential of unsupervised contact with students.

1.2 CONTACT INFORMATION

TPL will be the Owner’s Representative and the Client for this Project. The Landscape Architect, ABLE, will act as the main point of contact for the bidding process and throughout the construction process.

Owner: Riddle School District 70 Owner’s Contact: Dan Forbes, Interim Superintendent, Dan.Forbess@Riddle.k12.or.us 541-874-3131 ext 2102 Owner’s Representative/Client: The Trust for Public Land Owner’s Representative/Client Contact: Kristin Kovalik, Program Director (also referred herein as “Project Manager”), kristin.kovalik@tpl.org, (541) 668-4390 Landscape Architect: ABLE Studio Landscape Architect Contact: Ashley Ludwig, ashley@ablestudio.co, (206) 486-4396

Bidders must direct all communications related to any provision of the RFP only through the “Ask a Question” feature in TPL’s online bid portal, PennBid, at https://pennbid.bonfirehub.com, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision.

1.3 PROJECT SUMMARY / GENERAL SCOPE OF WORK

TPL is soliciting proposals from qualified and licensed contractors for the construction of a schoolyard at Riddle Elementary School and performance of all work included in the Construction Bid Documents, including: site preparation, demolition of existing asphalt and structures, site clearing, and grading to improve drainage; installation of new paths and concrete wall, ramp and handrails to be ADA compliant; landscaping with trees, shrubs, groundcover, seed mixtures and mulch;

installation of safety surfacing, nature play equipment, a covered shade structure, and ADA accessible site furnishings. Some existing play structures will remain but certain features will be replaced with new equipment. New play structures will be purchased by TPL with receiving, handling, and installation by the Contractor.

Before commencement of any work, the selected contractor must furnish TPL with payment, performance, and public works bond documents and certificates for any required insurance naming TPL and the School District, as the property owner, as additional insured at no additional cost to TPL or the School District. The Contractor shall provide all labor, materials, equipment, and transportation necessary to perform the work as set forth in this Request for Proposal, Scope of

Work, and Construction Bid Documents. Upon issuance of the Notice to Proceed and before commencing work, the Contractor shall visit the site to verify field conditions. Should variations have arisen since submission of the proposal, between the field conditions and the Construction Documents, the Contractor must notify TPL in writing of any discrepancies immediately along with the anticipated impacts on time and cost or lack thereof. Any changes or additional work done without the prior written consent shall be at the Contractors’ risk. TPL reserves the right to add to or delete any work specified in the contract. The Contractor must coordinate all work with the Landscape Architect and TPL.

SECTION 2: SUBMISSION OF PROPOSALS AND PROPOSAL REQUIREMENTS

2.1 MINIMUM QUALIFICATIONS

To be considered for evaluation, the following minimum qualifications must be met.

A. Bidder must demonstrate to TPL’s satisfaction that it is responsible, capable of performing the work under the contract, and has successfully completed contracts equivalent in scope and comparable in magnitude. Each Bidder is required to provide references with its proposal, using the form supplied.

B. Bidder must further demonstrate that it has the necessary financial resources, equipment, and workforce to perform the work in a proper, satisfactory, timely and safe manner, in accordance with the Contract Documents, and within the time specified.

C. Bidder certifies that it is licensed by the Oregon Construction Contractors Board or the State Landscape Contractors Board and any other required licensure necessary to complete the work described in this RFP.

2.2 MINIMUM SUBMISSION REQUIREMENTS

2.2.1 Proposal Submissions

To be considered for evaluation, a proposal must contain each of the following elements:

• Bid Form and Certification (Attachment B)

• Statement of Qualifications (Attachment C)

• List of Subcontractors, including trade and CCB/LCB license number (Attachment D)

• Proof of Licensing and Insurance (see additional information in Section 4.4 below)

• Bid Bond (Attachment E)

• Payment and Performance Bond (Attachment F)

2.2.2 Authorized Representative

Failure of Bidder’s authorized representative to sign its proposal may result in rejection of the proposal by TPL.

2.2.3 Cost of Submitting a Proposal

The bidder shall pay all costs incurred in connection with its proposal, including, but not limited to, the costs to prepare and submit the proposal, costs of samples and other supporting materials, and costs to participate in meetings. Additionally, the awarded Contractor shall pay costs charged by TPL’s procurement portal provideder, PennBid, as specified in Section 3.7 below.

SECTION 3: SOLICITATION AND AWARD PROCESS

3.1 DEADLINE AND SUBMITTAL

Project documents can be obtained at no cost on PennBid at https://pennbid.bonfirehub.com.

Contractors must electronically submit their completed proposal package via the PennBid Procurement Portal at https://pennbid.bonfirehub.com by no later than 3:00 pm on Thursday, June 4, 2026. Proposals received after the due date and time will not be considered. Bids will be publicly available at the link above at or shortly after the submittal deadline. To submit a proposal:

• Go to https://pennbid.bonfirehub.com

• Click “Register” to create a free account

• Fill out and upload the required information

All submittals shall become the property of The Trust for Public Land which reserves the right to request additional information it feels necessary to make a qualified judgment on a firm’s ability to perform the work.

Modifications, if any, to this RFP must be made by written Amendment(s) published at the link above. The prospective Bidder is solely responsible for checking the site to determine whether or not any Amendments or Addenda have been issued. Amendments and Addenda are incorporated into the RFP by this reference.

Failure to provide all required documentation with the proposal will be deemed an incomplete RFP submission subject to disqualification. Bidder must carefully study and compare all RFP and Construction Documents with each other, examine the site and local conditions, and at once report to TPL any errors, inconsistencies or ambiguities discovered through submission of a Question/Request for Clarification. By submitting its proposal, the bidder represents that it has inspected the site and accepts it in its current condition, “AS IS” without warranty, representation or covenant, express or implied, in fact or law, by the TPL, the Landscape Architect, or the School District.

3.2 PRE-PROPOSAL MEETING

A pre-proposal meeting will be held at the date and time listed in the Project Schedule (Section 1.2 above). Prospective bidders’ participation in this meeting is mandatory.

The purpose of the pre-proposal meeting is to:

• Provide additional description of the project;

• Explain the RFP process; and

• Answer any questions prospective bidders may have related to the project or the process.

Statements made at the pre-proposal meeting are not binding upon TPL or the School District.

Bidders may be asked to submit questions in writing.

Details for joining the pre-proposal meeting will be shared with interested parties at https://pennbid.bonfirehub.com.

3.3 BID VALIDITY

Bidder agrees that its proposal shall remain open and subject to acceptance for a period of sixty (60) days after the proposals are opened, during which time proposals shall be open and capable of acceptance by TPL. Unless prohibited by law, TPL and one or more bidders may agree to hold proposals for consideration for a longer period of time.

3.4 QUESTIONS / REQUESTS FOR CLARIFICATIONS

All inquiries, whether relating to the RFP process, administration, deadline or method of award, or to the intent or technical aspects of the RFP must be submitted through the “Ask a Question” feature in PennBid at https://pennbid.bonfirehub.com and must:

• Refer to the specific area of the RFP being questioned (i.e., page, section and paragraph number); and

• Be received by the due date and time for Questions/Requests for Clarification identified in the Project Schedule in Section 1.2.

3.5 ADDENDA

A. In the event this RFP is amended, all terms and conditions, which are not modified, remain unchanged.

B. Bidders shall acknowledge receipt of any addendum(a) on the Bid Form (Attachment B). Failure to acknowledge receipt of any addendum may result in the rejection of a prospective bidder’s proposal if the addendum contained information that substantively changed TPL’s requirements.

3.6 PROPOSAL MODIFICATION OR WITHDRAWAL

If a bidder wishes to make modifications to a submitted proposal, the bidder must submit its modification at via PennBid at https://pennbid.bonfirehub.com. To be effective the modification must include the project number, a statement by the bidder that the modification amends and supersedes the prior proposal or offer, and be submitted prior to the proposal deadline.

If a bidder wishes to withdraw a submitted proposal, it must submit a written notice signed by an authorized representative of its intent to withdraw by uploading the notice to https://pennbid.bonfirehub.com prior to the Opening of Proposals date and time in Section 1.2 above.

3.7 PROPOSAL SELECTION

A fixed price contract award will be made to the lowest responsive qualified bidder. TPL may reject a bidder’s proposal if the bidder fails to substantially comply with all prescribed RFP procedures and requirements or if bidder fails to meet the responsibility requirements of ORS 279B.110. TPL reserves the right in its sole and absolute discretion to reject any or all proposals and to waive minor informalities or irregularities in proposals received. TPL may reject proposals which are non-compliant, incomplete, conditional, or obscure, or which contain additions not called for, erasures not properly initialed, alterations, or irregularities of any kind.

TPL reserves the right in its sole and absolute discretion to reject all proposals received, withdraw the solicitation, or develop the project in any other manner with such entities as TPL may elect.

IMPORTANT NOTE: The PennBid Procurement Portal assesses a modest, capped fee of 1/3% (0.0033) for fixed fee contracts, payable by the awarded contractor(s). There is a minimum award fee of $150 and a maximum of $6,000 (fees are not assessed for awarded contracts less than $24,500).

SECTION 4: GENERAL CONTRACT REQUIREMENTS

4.1 CONTRACT DOCUMENTS

The Contract Documents are enumerated in the Construction Services Agreement (“Agreement”) between the Client and Contractor.

4.2 CONTRACT TERM

Unless circumstances agreed to by TPL and Contractor require extended time, the Contractor shall, within fifteen (15) days of receiving the Notice of Intent to Award, provide a project construction schedule for review by TPL. Additionally, Contractor shall hold a pre-construction meeting with TPL, Landscape Architect, and the School District to review the schedule and Contract Documents.

The time to complete the work will be incorporated into the contract upon mutual agreement of TPL and the Contractor and a Notice to Proceed will not be issued until the construction schedule is agreed upon and approved by TPL.

TPL reserves the right to approve all subcontracts and review the bids for all trades.

4.3 CHANGE ORDERS

Any request for changes to the Scope of Work after a contract is awarded must be submitted to the Landscape Architect using the Change Order Form, which is provided along with other project documents on PennBid, and must include sufficient substantiating documentation. This includes any work that would increase or decrease the cost of the work, any additions or subtractions to the quantity of materials or work, and any change that would affect the completion date of the contract.

Any changes made without a signed change order from TPL will be at the sole risk of the Contractor and will be done at no additional cost to TPL.

4.4 CODE COMPLIANCE, PERMITS, AND INSPECTIONS

A. The Contractor shall ensure that all work is performed in accordance with the laws and codes of the Authorities Having Jurisdiction that apply to Contractor’s Scope of Work. Any work not in accordance with codes shall be corrected by the Contractor at no additional cost to TPL.

B. TPL will obtain all required permits for the work to be performed and will schedule all necessary inspections required by the Authorities Having Jurisdiction with the appropriate code enforcement staff. Copies of all permits will be provided to the Contractor. If Contractor receives inspection results or reports, Contractor must notify TPL’s Project Manager (Kristin Kovalik) and Landscape Architect (Ashley Ludwig) of such results in writing within three (3) days of receipt.

4.5 LICENSING AND INSURANCE

Contractor shall provide proof of all necessary licensing and insurance including, but not limited to, a State of Oregon Contractor’s license, Construction Contractors Board or the State Landscape Contractors Board license, commercial liability insurance, commercial automobile insurance, and worker’s compensation insurance issued by insurers authorized to do business in the Oregon State Insurance Commissioner.

4.6 REQUIRED BONDS

A. Bid Bond. Each bidder must submit with its proposal either a bid bond equivalent to five percent (5%) of the bid price, a check certified by a responsible bank in Oregon and payable to the order of The Trust for Public Land, or a securable substitute.

B. Payment and Performance Bonds. Bidder must provide a notarized letter issued by a surety company licensed to transact business in the State of Oregon, evidencing the bidder’s ability to provide a performance bond and labor and material payment bond in compliance with ORS 279C.380 and other applicable laws. Liability under each bond shall be: 100% of Contract sum for

(1) performance of the contract and (2) labor and material payment.

C. Public Works Bond. Before starting work on the project, the selected contractor and every subcontractor must have a public works bond filed with the Construction Contractors Board unless the successful bidder or subcontractor is exempt under ORS 279C.836 (4), (7), (8) or (9).

The selected contractor must also ensure that each subcontract entered into by a subcontractor for the project includes a clause obligating each subcontractor to comply with the requirements of this Subparagraph 4.6.C, such that all subcontracts at all tiers include a requirement to comply with this Subparagraph.

4.7 WARRANTY

A. All work shall be performed in a professional and safe manner according to OSHA safety standards as well as all manufacturers’ specifications.

B. All materials shall be new, as per specifications, and are to be installed according to the manufacturers’ instructions.

C. All work found unacceptable by TPL’s representatives or deemed non-compliant by the Authorities Having Jurisdiction shall be corrected by the Contractor at no additional cost to TPL.

D. All work shall be warranted as outlined in the project specifications for no less than one (1) year from the date of substantial completion.

4.8 EMERGENCY CONTACT

The Contractor shall provide TPL with a twenty-four (24) hour emergency contact and telephone number.

4.9 OTHER CONTRACT TERMS AND CONDITIONS

A. Contractor will be responsible for trash removal including construction material and debris per Douglas County codes.

B. Contractor will maintain a clean site and secure construction materials.

C. Contractor will comply with all local noise ordinances and restrictions regarding hours of construction.

D. Contractor will comply with background check requirements of the Riddle School District.

E. TPL reserves the right to perform its own audit and inspect all books and records of the Contractor pertaining to the project

F. See the General and Supplementary Conditions (Division 00) and General Requirements (Division

01) for further requirements of the Contract Documents.

SECTION 5: ADDITIONAL INFORMATION

5.1 NON-DISCRIMINATION AND CIVIL RIGHTS OBLIGATIONS

A. The contractor and every subcontractor performing work under this contract must acknowledge that they are subject to state and federal prohibitions against discrimination based on race, color, national origin, English proficiency, sex, gender identity, sexual orientation, disability, age, marital status, religion, protected veteran status, and any other characteristic protected by local, state, or federal laws, rules, or regulations. The contractor and subcontractors must certify in writing, on the form included in this RFP or its equivalent, that it has not discriminated and will not discriminate against a disadvantaged business enterprise; that it has a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees on the basis of race, sex, age, or other characteristics referenced above; and that it will comply with all applicable local, state, and federal civil rights regulations.

B. Bidders shall not discriminate nor permit discrimination against any person on the basis of any of the characteristics above. Such discrimination by a bidder will constitute an event of default under the contract, and will entitle TPL to immediately terminate the contract. This right of termination shall be in addition to any other rights or remedies contained in the contract.

5.2 DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION

TPL is committed to actively increasing and promoting procurement processes in a manner that ensures participation by minority, women, emerging small, and service-disabled veteran owned businesses and reduces barriers to compete for and be awarded TPL contracts. All interested businesses are encouraged to submit proposals for this contracting opportunity.

5.3 CHECKLIST DISCLAIMER

Any checklists that may be contained in this RFP are provided only as a courtesy to prospective bidders. TPL makes no representation as to the completeness or accuracy of any checklist. Each prospective bidder is solely responsible for reviewing and understanding the RFP and complying with all the requirements of this RFP, whether listed in a checklist or not. Neither TPL nor the School District is liable for any claims, or subject to any defenses, asserted by a bidder based upon, resulting from, or related to, bidder’s failure to comprehend all requirements of this RFP.

NOTICE OF INVITATION TO BID

Trust for Public Land

Riddle Community Schoolyard Project

Project Location: Riddle Elementary School, 463 Park Street, Riddle, OR 97469 Bids are due June 4, 2026 at 3:00 pm Local Time

Trust for Public Land (“TPL”) invites proposals from contractors to complete construction services including all labor, materials, equipment, and facilities necessary to complete the Riddle Community Schoolyard Project, which is a joint project of Trust for Public Land, Riddle School District 70, and Riddle Elementary School.

TPL will receive sealed bids online via PennBid at https://pennbid.bonfirehub.com until June 4, 2026 at 3:00 pm local time, at which time they will be opened and publicly posted online. Bidding documents are available at no cost and may be obtained at: https://pennbid.bonfirehub.com.

A MANDATORY pre-proposal meeting will be held on Monday, May 18, 2026 at 3:00 pm local time at the project location. Construction is anticipated to begin summer 2026. Statements made by representatives of TPL or Riddle School District 70 at the meeting are not binding unless confirmed by written amendment or addendum. Technical questions regarding the Project, or requests for clarification or change, must be submitted at https://pennbid.bonfirehub.com. Technical questions, requests for clarification or change, and bid protests must be received by May 22, 2026 at 5:00 pm local time.

The Project is subject to state prevailing wage rates under ORS 279C.800 to 279C.870. Applicable wage rates can be found at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx. In bidding on this Project, it is the Bidder’s responsibility to evaluate the cost of complying with the prevailing wage rates and state labor laws.

TPL reserves the right to cancel or modify this solicitation at any time.

Publications: ____________

Date: ___________

Form of Agreement

CONSTRUCTION SERVICES AGREEMENT BETWEEN

THE TRUST FOR PUBLIC LAND AND ___________________

This Construction Services Agreement (“Agreement”) is entered into as of the Effective Date provided below by and between The Trust for Public Land, a California nonprofit corporation authorized to do business in the State of Oregon (hereinafter “TPL” or “Client”), whose address is 15 SW Colorado Ave., Suite 100 Bend, OR 97702 and __________________, (hereinafter “Contractor”), an Oregon (type of business entity) , whose address is: _____________________. TPL and Contractor agree as follows:

1. Definitions

A. The Contract Documents consist of: this Construction Services Agreement; Conditions of the Contract (General, Supplementary, and other Conditions); Specifications; Drawings (not including “Play Installation Drawings,” which are for reference only and not made part of the Contract Documents);

Addenda issued prior to execution of this Agreement; and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The “Contract” is the sum of all the Contract Documents.

B. A Modification is (i) a written amendment to the Contract signed by both TPL and Contractor, (ii) a Change Order, (iii) a Construction Change Directive, or (iv) a written order for a minor change in the Work issued by the Architect.

C. The Drawings and Specifications referred to in the Contract Documents have been prepared by ABLE for The Trust for Public Land.

D. The Architect is ABLE Studio, whose address is 5101 14th Ave. NW, #200-501, Seattle, WA 98107, and who may be referred to as either “Architect” or “Landscape Architect” in the Contract Documents. TPL may, without liability to the Contractor, unilaterally designate a different person or organization to act as its Architect and by so advising the Contractor in writing, at which time the person or organization so designated shall be the Architect for purposes of this Contract.

E. Conflicts or discrepancies among the Contract Documents shall be resolved in the following order of priority according to their latest date of execution: written interpretation or clarification by the Architect or by the Project Manager; Change Orders; written amendments to the Construction Services Agreement; the Construction Services Agreement; Addenda; Special Conditions;

Supplementary Conditions; General Conditions; Specifications; Drawings; Bidding Documents;

Contractor's Proposal. If anything in the Contract Documents, other than a Modification, is inconsistent with this Agreement, the order of priority shall be that federal law and regulations shall govern first, then the terms of this Agreement shall govern. At no time shall a provision, term, or condition be construed as an allowable conflict with applicable federal laws or regulations.

F. In the event of ambiguity in quantity or quality, the greater quantity and the better quality shall govern; provided that where the Contract Documents provide for different or conflicting standards or requirements as to any portion of the Work, Contractor shall be obligated to provide the

ATTACHMENT A: FORM OF AGREEMENT

better quality, greater quantity, or comply with the more stringent requirements. Submittals are not Contract Documents unless and until they are formalized as a Change Order.

2. Statement of the Work

A. The execution of this Agreement by TPL and Contractor authorizes Contractor to carry out and complete the construction services described in the Contract Documents for the Project.

Contractor, in consideration of the Contract Sum (defined below) and the mutual covenants and conditions of this Contract, agrees to furnish all materials, equipment, labor, transportation, services, and incidental items necessary to successfully complete the Project and carry out the duties and obligations imposed on Contractor by the Contract Documents (the “Work”). Contractor shall perform all of the Work in strict accordance with and as required by the Contract Documents and in accordance with any instructions as issued by TPL.

B. Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. The totality of the obligations imposed upon the Contractor by this Paragraph and by all other provisions of the Contract Documents, as well as the structures to be built and the labor to be performed, is herein referred to as the “Work.”

3. Contract Sum

TPL shall pay Contractor for the performance of the Work, subject to additions and deductions by written Change Order as provided in the Contract Documents, the sum of $_________________ (“Contract Sum”), subject to additions and deductions by written Change Order or other Modification as provided in the Contract Documents.

Monthly progress payments and final payment shall be made in accordance with the General Conditions. The Contract Sum includes, without limitation, all preconstruction services provided by Contractor. TPL will make payments to Contractor in accordance with the General Conditions.

4. Time of Commencement and Completion

A. The date of commencement of the Work shall the date set forth in a Notice to Proceed, which will not be issued by TPL until a construction schedule (“Schedule”) is agreed upon and approved by TPL.

B. The Contract Time shall be measured from the date of commencement of the Work.

Contractor shall perform the work diligently and continuously consistent with the Contract Time and Schedule.

C. Contractor shall submit the Performance Bond, Payment Bond, Public Works Bond, and Proof of Insurance, as required by the Contract Documents, prior to commencement of the Work.

D. Timely and proper completion of the Work is of the essence to the Contract. The Work will be Substantially Completed (defined below) not later than 6 months after the Notice to Proceed is issued and Final Completion of the entire work not later than 8 months after the Notice Proceed .

E. As used in the Contract, the term “Substantially Completed” means that stage in the progress of the Work when TPL determines, in TPL’s sole discretion, that the Work (or designated portion thereof) is sufficiently complete in accordance with the Contract Documents so that the Work may be used for its intended purpose.

5. Liquidated Damages

A. Contractor acknowledges that, should Contractor fail to complete performance of the Work within the time prescribed herein, the harm caused to TPL by such delay would be very difficult or costly to accurately determine. To avoid such difficulty and expense, Contractor expressly agrees to pay TPL $500 per day as agreed liquidated damages for the delay, not as a penalty, but as a reasonable forecast of just compensation for loss and expenses for each and every calendar day elapsing between the specified completion date and the date the work is actually completed by Contractor.

B. Liquidated damages will be assessed for failure to meet milestones for both Substantial Completion and Final Completion cumulatively and concurrently. The liquidated damages provisions herein are intended to be in addition to every other remedy enforceable at law, equity, or under this Contract. The provisions shall not relieve or release the Contractor from liability for damages suffered by TPL due to other breaches of the Contract or under the indemnification and warranty provisions of this Contract.

C. TPL will not assess liquidated damages where the failure to timely achieve a milestone for Substantial or Final Completion of Work or some part thereof is due to any cause beyond the Contractor’s control, and for which TPL has granted an extension of time by Change Order.

D. TPL may withhold liquidated damages from any progress or final payment.

6. Payments

A. Prompt Payment. Contractor shall make prompt payment as due to all persons supplying labor or materials to Contractor for the Work provided under the Contract. Contractor shall not permit any lien or claim to be filed or prosecuted against TPL or Riddle School District 70 (“RSD” or “School District”) on account of any labor or materials furnished. If Contractor fails, neglects, or refuses to make prompt payment of any claim for labor, material, or services furnished to Contractor or a Subcontractor in connection with the Contract as such claim becomes due, TPL may pay such claim to the person furnishing the labor or material and charge the amount of the payment against funds due or to become due to Contractor under the Contract.

B. Progress Payments. Contractor agrees that on the date established for updates for every month during the performance of the Work, Contractor will deliver to Client an Application for

Payment in accordance with the provisions of the General Conditions and Project Manual Section 01 29

00. This date may be changed upon mutual agreement, stated in writing, between Client and Contractor. Payment under this Contract shall be made as provided in the General Conditions.

C. Past-due progress payments shall bear interest at the statutory rate in accordance with ORS 279C.570.

7. Insurance and Bonds

A. Contractor shall, during the entire period of Work under the Contract, or any extension thereof, and for three (3) years after the expiration or termination of this Agreement, maintain the insurance coverage set forth in Exhibit B to this Agreement, which is incorporated into and made part of this Agreement.

B. The insurance coverages and requirements specified in this Agreement are the minimum requirements, and do not limit the indemnity covenants contained in this Agreement or the liability of Contractor. The insurance requirements set forth below are minimum requirements for this Agreement. TPL and the Contractor may maintain, at each party’s own expense, any additional kinds or amounts of insurance it may deem necessary to cover its obligations and liabilities under this Agreement.

C. Contractor shall provide a Performance Bond, Labor and Material Payment Bond (“Payment Bond”), and Public Words Bond as set forth in the Contract Documents.

D. Neither TPL, the Architect, nor the School District are responsible for damage to Contractor’s property or equipment.

8. Labor Provisions; Payments to Subcontractors and Suppliers

A. This Project is subject to state prevailing wage rates under ORS §§ 279C.800 to 279C.870.

Contractor is responsible for adhering to state wage payment requirements and shall pay its employees and subcontractors the state prevailing wage during the entire period of Work under the Contract. Contractor shall ensure that all laborers performing Work under the Contract are paid at least weekly.

B. In accordance with ORS § 279C.580(3)(a), Contractor shall pay first-tier subcontractors for satisfactory performance under the subcontract within ten (10) days and shall pay all other subcontractors and suppliers of material, equipment, or other items within thirty (30) days of receiving payment from TPL.

C. Contractor shall keep accurate payroll records and shall, on a monthly basis, submit certified weekly payrolls to TPL. Contractor is responsible for the submission of all certified weekly payrolls by all subcontractors. Payroll records shall be preserved at Contractor’s current place of business for at least three (3) years from the date of Final Completion. Contractor shall maintain and make their accounting and employment records and records relating thereto available for inspection by authorized representatives of TPL and the Oregon Bureau of Labor and Industries, and shall permit such representatives to interview employees during the hours on the job, all without prior notice.

D. Contractor shall require all subcontractors to be bound by all of the provisions of this Paragraph 8 and to comply substantially with ORS §§ 279C.800 to 279C.870. Contractor shall insert the applicable state prevailing wage requirements in all subcontracts and related solicitations.

E. Any specific information regarding prevailing wage rates in the Request for Proposals is provided as a mere convenience. TPL is not responsible for the accuracy or completeness of such information and Contractor remains responsible for compliance with the terms of this Paragraph and any relevant statutes and regulations.

F. In addition to any other remedies available to TPL, the Contract may be terminated by the TPL for Contractor’s violation of this Paragraph.

9. Nondiscrimination; Prevention of Sexual Harassment

A. In performance of this Contract, Contractor shall not discriminate or permit discrimination on the basis of race, color, national origin, sex, gender identity, sexual orientation, disability, age, marital status, religion, protected veteran status, or any other characteristic protected by local, state, or federal laws, rules, or regulations.

B. In accordance with ORS §§ 279A.110 and 279A.112(2), Contractor and any subcontractor performing Work at an anticipated subcontract price of $150,000 or more shall certify in writing that:

i. it has not discriminated and will not discriminate against a disadvantaged business enterprise, which includes minority-owned, woman-owned, veteran-owned, and emerging small businesses certified under ORS § 200.055;

ii. it has a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees on the basis of race, sex, age, or other characteristics referenced in Subparagraph 9(A) above; and

iii. it will comply with all applicable local, state, and federal civil rights regulations prohibiting discrimination.

C. Contractor shall include the provisions of this Paragraph in every subcontract so that such provisions will be binding upon each subcontractor.

D. Failure by Contractor to carry out these requirements is a material breach of this Contract which may result in the termination of this Contract or other remedies legally available to TPL.

10. Additional Provisions

A. TPL’s representative and Project Manager is: Kristin Kovalik, Program Director, The Trust for Public Land, 15 SW Colorado Ave., Suite 100, Bend, OR, 97702, Kristin.Kovalik@tpl.org, (541) 668-4390.

B. Contractor acknowledges that the legal owner of the land upon which the Project will be built (the “Site”) is the School District and that the Site is under the management of the School District.

TPL and Contractor acknowledge and agree TPL has consent from the legal owner of the land permitting TPL to undertake the Project and that TPL occupies or shall occupy the Site under the terms of an agreement between TPL and the School District titled “Agreement for the Development and Construction of the Riddle Elementary Community Schoolyard Project” (“RSD Agreement”), which is included as Exhibit C. Contractor will occupy the Site as TPL’s contractor and is subject to the terms of the RSD Agreement.

C. Contractor represents that it has carefully inspected the Site of the Work, and has independently and fully satisfied itself with respect to all surface, exposed, and other physical conditions at the Site, all general and local conditions, and all other matters which might, in the Contractor’s reasonable business judgment in any way affect the Contract or its performance. TPL makes no representation as to the nature, existence or location of any conditions, existing installations, or obstacles that may be encountered, whether concealed or exposed, or any general or local conditions which may in any way affect the Contract or its performance.

D. Contractor and subcontractors must meet state and school district requirements relating to background checks and fingerprinting of all employees that have the potential of unsupervised contact with students at the Site.

E. In addition to Contractor’s records maintenance obligations required under applicable laws, Contractor will maintain complete and accurate records relating to the Work and the Contract, including, without limitation, financial records. Contractor’s financial records must be maintained in accordance with sound accounting practices. All records must be maintained by Contractor for a period of three (3) years after TPL makes final payment and all other pending matters between TPL and Contractor are closed. If an audit, litigation, or other action involving the Contract is commenced before the end of the three-year period, the records will be retained until all issues arising out of the action are resolved or until the end of the three-year period, whichever is later. TPL and its authorized representatives will have direct access to all of Contractor’s books, documents, papers, and records (including electronic records) which pertain to the Contract for the purpose of conducting audits and examinations or making copies, excerpts, and transcripts.

11. Defense and Indemnification

A. Contractor hereby agrees to defend, indemnify, and hold harmless TPL, its officers, agents, and employees, the Architect, and the School District, its appointed and elected officials, agents, and employees and against all liabilities, claims, judgments, suits, or demands for damages to persons or property arising out of, resulting from, or relating to the Project or the Work as provided in this Agreement (“Claims”), unless and until such Claims have been specifically determined by the trier of fact to be due to the sole negligence or willful misconduct of TPL, Architect, or School District. This indemnity shall be interpreted in the broadest possible manner to indemnify TPL, Architect, and the School District for any acts or omissions of the Contractor, either passive or active, irrespective of fault, including TPL’s, Architect’s, or RSD’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of TPL, Architect, or RSD.

B. Contractor’s duty to defend and indemnify TPL and RSD shall arise at the time written notice of the Claim is first provided TPL or RSD regardless of whether an action has been filed in court on the Claim. The Contractor’s duty to defend and indemnify TPL and RSD shall arise even if TPL and/or RSD is the only party sued and/or it is alleged that TPL’s or RSD’s negligence or willful misconduct was the sole cause of the alleged damages.

C. The Contractor will defend any and all Claims which may be brought or threatened against TPL and/or RSD and will pay on behalf of TPL or RSD any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of TPL and/or RSD shall be in addition to any other legal remedies available to RSD under its Agreement with TPL and/or available to TPL under this Agreement and shall not be considered either TPL’s or RSD’s exclusive remedies.

D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the protection of RSD and TPL.

E. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.

12. Independent Contractor

Contractor is an independent contractor and shall not in any way or for any purpose be deemed or intended to be an employee or agent of TPL, the School District, or of any person or entity providing funding for cost of completing the Contract. Neither Contractor nor its employees or subcontractors shall in any way represent that they are acting as employees, officials or agents of TPL, the School District, or of any person or entity providing funding for cost of completing the Project.

13. Termination

The Contract may be terminated as provided in the General Conditions.

14. Governing Law

This Contract is governed by the laws of the State of Oregon. Any action or proceeding arising out of this Contract will be litigated solely and exclusively in the Circuit Court of Douglas County for the State of Oregon; provided, however, if a Claim shall be brought in federal court, then it shall be brought and conducted solely and exclusively in the United States District Court for the District of Oregon. Each party consents and submits to the jurisdiction of the state and federal courts named in the preceding sentence.

15. Notice

All notices must be in writing by personal delivery, by a nationally recognized overnight delivery service, or by registered or certified mail, or by any method of delivery verifiable via tracking, addressed as follows:

If to TPL:

Program Director, Kristin Kovalik The Trust for Public Land 15 SW Colorado Ave., Suite 100 Bend, OR 97702

If to Contractor:

Title, Name Company/Firm Address City, State Zip

With…