BIDDING AND CONTRACT DOCUMENTS

Commercial Grade Concrete Solicitation No. 26-3407

INCLUDING SPECIAL PROVISIONS-TECHNICAL SPECIFICATIONS

City of Bend 710 NW Wall Street, Bend, Oregon 97703

Bid Closing / Opening: May 7, 2026, at 2:00 p.m.

TABLE OF CONTENTS

Bidding and Contract Documents

Invitation to Bid .............................................................................................. Page 3

Exhibit A - Scope of Work ............................................................................... Page 8

Exhibit B – Bid Submittal Forms .............................................................. (see Portal) Exhibit B-1 – Bid Table Exhibit B-2 – Bid Submittal Responsive Form Exhibit B-3 – Addenda Certification Exhibit B-4 – Statement of Assurances & Certifications

Exhibit C – Contract Documents .................................................................. Page 11

Exhibit C – City of Bend Price Agreement Contract

Exhibit D – Technical Specifications ....................................................... (see Portal)

CITY OF BEND

INVITATION TO BID

The City of Bend (City) invites Sealed Bids to establish one or more Price Agreement(s) for the purchase of Commercial Grade Concrete (CGC). The initial term of the awarded Price Agreement(s) will be one year with an option to extend for additional terms, not to exceed a total term of five years. The City estimates a total contract not to exceed amount of $900,000 over the full five-year term. The City does not guarantee any quantity of work due to the on-call nature of the services to be provided. Please see Exhibit A, Scope of Work and Exhibit D, Technical Specifications for additional requirements.

The deadline for submitting Bids is: May 7, 2026, at 2:00 p.m. (“Closing”). One copy shall be submitted in electronic form through the City of Bend’s eProcurement Portal (“Portal”). The City’s Portal can be found at https://bendoregon.bonfirehub.com. If technical assistance is needed, please contact Euna at 1-844-226-3862 (EUNA), email support.bonfire@eunasolutions.com or visit Euna’s help forum at (https://customer.eunasolutions.com/public/s/). Bids received after Closing will not be given further consideration. Bidders are encouraged to allow extra time to ensure bids are uploaded by Closing as this can be impacted by Bidder’s bandwidth speed. Please reference the section for the Issuing Officer for additional questions.

Sealed bids will be received online as instructed on the Portal. Bids may also be submitted to the City, via mail, or in person, by contacting the Issuing Officer no later than two business days prior to bid opening to make arrangements ahead of time for an in-person submission. Hard copies will not be accepted unless the Bidder has made arrangements ahead of time. If a hard copy of the Bid is submitted without prior coordination with the Issuing Officer, the Bid will be returned (unopened) to the Bidder without consideration. No faxed or emailed submissions will be accepted.

Bids will be opened and read immediately after Closing. Bidders may attend the Bid Opening at the following link:

Join: https://teams.microsoft.com/meet/26179765834786?p=6r9pqNZFrRnZeshhEC Meeting ID: 261 797 658 347 86, Passcode: Bt2TZ9g3

Dial in by phone +1 503-946-5336,, 922302960# United States, Portland Find a local number, Phone conference ID: 922 302 960#

The ITB documents are available for download on the Portal. In order to download and respond to posted solicitations. Bidders will need to register as a vendor. Once registered, follow the instructions to download the documents:

1) Log in to the Portal.

2) Under “Action” column of “Open Public Opportunities” page, click on “View Opportunity” next to Project.

3) Scroll down to “Supporting Documentation” section to download documents.

Bids will only be considered if:

All Bid submittal forms are completed, signed and submitted prior to deadline.

Each Bid must identify whether the Bidder is a Resident Bidder as defined in ORS 279A.120 (see Exhibit B-4).

Licensing under ORS 468A.720 relating to asbestos-containing materials is not a requirement.

The City may reject any Bid not in compliance with all prescribed Public Contracting procedures and requirements, including the requirement to demonstrate the Bidder’s responsibility under ORS 279C.375(3)(b), and may reject for good cause all Offers after finding that doing so is in the public interest.

DETAILED INFORMATION

Bid Submittal Forms:

Bids must be submitted via the Bid Table. All Bid submittal forms listed below must be completed, signed, and submitted. Any changes must be initialed. Any section that a Bidder believes is not applicable may be marked as “NA.” Bid submittal forms include:

Exhibit B-1 –Bid Table.

Exhibit B-2 – Bid Submittal Responsive Form.

Exhibit B-3 – Addenda Certifications.

Exhibit B-4 – Statement of Assurances & Certifications.

Optional Pre-Bid Conference:

No pre-submittal conference will be held for this solicitation.

Addenda:

Only documents issued as Addenda by the City of Bend serve to change the ITB in any way.

No other direction received by the Bidder, written or verbal, serves to change the ITB document. Note: If you intend to submit a Bid, the Bidder should consult the Portal to ensure that you have not missed any Addenda announcements. Bidders are required to acknowledge receipt of Addenda on the Bid Submittal Form. Failure to acknowledge receipt of all posted Addenda will render the Bid non-responsive and the Bid will be rejected.

Request for Clarification or Change; Protests:

Not less than 10 days prior to Closing, prospective Bidders may submit in writing to the Issuing Officer (1) requests for clarification of the solicitation documents, (2) requests for changes to the specifications or contract terms and conditions, or (3) protests of the specifications or contract terms and conditions.

In the event Addenda are issued, unless a different deadline is set forth in the Addendum, a prospective Bidder may submit a written request for change or protest to the Addendum by the close of the City’s next business day after issuance of the Addendum, or up to the last day to submit a request for clarification or change or protest, whichever date is later.

Requests for clarification, requests for changes, or solicitation protests must be submitted in accordance with OAR 137-049-0260 or OAR 137-049-0250, as applicable.

Protests of Notice of Intent to Award must be in writing and received within seven calendar days of the issuance of the Notice of Intent to Award. Protests must be delivered to Issuing Officer in accordance with OAR 137-049-0450.

Public Record and Property of the City:

With the exception of Bids that are withdrawn prior to the Bid due date or Bids submitted past the Bid due date, all information submitted by a Bidder in response to this ITB shall become the property of the City and will not be returned to the Bidder. All copies of properly-withdrawn or late Bids will be returned to the Bidder unopened.

All documents received by the City are subject to public disclosure after the City issues a notice of intent to award a contract. Information deemed by the Bidder as exempt under Oregon’s public records law as a trade secret under ORS 192.345 or as a confidential submission under ORS 192.355 should be clearly marked by the proposer as “Trade Secrets” or “Submitted in Confidence”. Marked pages or line items should be placed in a group separate from the remainder of the Bid. The City will make an independent determination regarding exemptions applicable to information that has been properly marked and segregated. Bidders should not mark the entirety of their Bid as confidential. Such identification will not be considered. The City will attempt to maintain the confidentiality of materials clearly marked “Trade Secrets” or “Confidential Submission” to the extent allowable under Oregon public records law.

Recycled Products:

Contractor must endeavor to use recycled products wherever reasonably feasible, taking into account integrity of the Project and cost.

Standards and Specifications:

The Project must be built to all requirements of the Contract Documents.

Required Inspection:

It is the Bidders responsibility to determine local conditions such as location, character, accessibility of the site, availability of facilities, and the location and character of existing Work. Any information provided by the City related to Site conditions is without responsibility for its accuracy or for any conclusions that the Bidder might draw from the information.

Bidders are responsible for verifying information provided by the City. Information that could have been determined by an appropriate pre-bid site inspection will not provide a justification for a change order.

Withdrawal of Bids:

A Bidder may withdraw its Bid, without prejudice, electronically through the Portal prior to the Bid closing date and time. The withdrawal of a Bid does not prejudice the right of a Bidder to submit another Bid within the time set for receipt of Bids.

Multiple Bids:

If a party submits more than one Bid, directly or indirectly, all Bids from that party shall be rejected. A withdrawn Bid does not count as a Bid for purposes of this Section.

Contract Award:

The Contract will be awarded to the lowest responsible bidder(s) as soon as practicable after the Bids are due. The City reserves the right to waive any minor mistakes or informalities in

Bids at City’s discretion. In the event a protest is made, the City will not enter into a written contract until the protest is resolved.

Bid is An Offer:

The Bid is an offer to perform the Work on the stated terms and must be kept open for 90 days after Bid submission.

Unit Price and Lump Sum Bid:

Unit prices and lump sum price items for materials/equipment shall be for furnished and installed prices. Billing reflecting material only shall not be accepted. Invoices/billings will be processed only for those units (or percentage) that are installed.

Substances Testing Requirements:

To comply with Federal Law, all Contractors whose employees are required to have a Commercial Driver’s License (CDL) must comply with Department of Transportation Controlled Substance and Alcohol Program and testing rules.

Environmental and Natural Resources Laws:

Federal, State and local agencies have enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural resources that may affect the performance of the contract. The successful Bidder must comply with all regulations.

Contract:

The successful Bidder must execute a Contract in the form of the Contract provided, as part of the Bidding and Contract Documents Exhibit C. The Bidder must certify they accept all the terms and conditions contained herein and if selected to perform the work, must sign a contract containing these same terms and conditions without exception. Any exception to the Contract terms provided as Exhibit C – City of Bend Price Agreement should be included with Exhibit B-4 – Statement of Assurances & Certifications.

Cooperative Procurement:

Pursuant to ORS 279A.215, other public agencies have the ability to purchase the awarded goods and/or services from the awarded contractor under the terms and conditions of the resultant contract. Any such purchases are between the contractor and the participating public agency and do not impact the contractor’s obligations to the City of Bend. In the event the contractor chooses to participate in such contracts, all agency relationships, including those for contract administration, ordering, deliveries, approvals, billing, and collections are between the participating agency and the contractor.

The originating agency, the City of Bend, except for this enabling agreement, will not participate in any aspects of the commercial activity between the contractor and the participating agency. If the contractor agrees to participate, all such participation must be on the basis of this solicitation and the resulting award except that reasonable changes in pricing and terms may be negotiated directly between the participating agency and the contractor to accommodate differences in delivery distances and local conditions. All such changes are solely between the contractor and the participating agency.

Bidder must accept or decline participation in the cooperative agreement by providing written notification on the Statement of Assurances & Certifications provided as Exhibit B-4.

Disadvantaged Businesses:

Minority, Women Owned, Emerging Small and Veteran Owned businesses are encouraged to submit a Bid. Bidders are encouraged to involve participation of small, minority, women and veteran owned business enterprises. A Directory is available from the Certification Office for Business Inclusion and Diversity (COBID) web site at: http://www.oregon4biz.com/How-We- Can-Help/COBID/, or by telephone, 503-986-0123.

Issuing Officer:

The following individual is the “Issuing Officer” for this Invitation to Bid (“ITB”) and the point of contact for the City for all process and contract questions, requests, and protests:

Char Furlow City of Bend Procurement Analyst 710 NW Wall Street, 2nd Floor Bend, Oregon 97703

541-323-8560 cfurlow@bendoregon.gov

Project Manager:

The Project Manager for this project is: Rick Volkman. Any questions regarding this ITB should be submitted to the Issuing Officer via the City’s Portal.

EXHIBIT A

SCOPE OF WORK

Description of Project:

The City of Bend (City) invites Sealed Bids to establish Price Agreement(s) for the purchase of Commercial Grade Concrete (CGC). The initial term of the awarded Price Agreement(s) will be one year with an option to extend for additional terms, not to exceed a total term of five years. The City anticipates a total contract not to exceed amount of $900,000 over the five-year term. The City does not guarantee any quantity of work due to the on-call nature of the services to be provided.

Technical Requirements The CGC shall meet all applicable government laws, regulations, and standards including the Oregon Department of Transportation (ODOT) specifications outlined in Exhibit D. In the event the City determines that a load of CGC does not comply with said rules, regulations, standards, or specifications, the City shall notify the Supplier, and the Supplier shall not charge the City for the load.

The City shall have the right either to reject with or without instructions as to disposition, or to require correction or replacement. The foregoing shall not be considered the City’s exclusive remedy for the failure of the CGC to meet said laws, regulations, standards, or specifications.

Estimate of Purchases It is the intent of the City to award a one-year Agreement with an option to extend for additional terms, not to exceed a total term of five years to each responsible bidder submitting a responsive bid. The Price Agreement(s) will allow the City’s Transportation & Mobility Department to purchase CGC on an as needed basis. No vendor will be promised minimum or maximum quantities. In purchasing CGC for a particular project, the City will choose the lowest priced vendor based on the Price Agreement that can meet delivery requirements for the project.

The City makes no representation or guarantee whatsoever as to the amount or type of purchases to be made under this Price Agreement. All estimated quantities listed in this Invitation to Bid, including those listed under Exhibit B-2 Bid Submittal Form are estimates of the quantities that will be ordered by the City during the initial term of the Price Agreement. These figures are intended to serve only as a general guide to Bidders and a method of Bid evaluation for the City during the initial term of the Price Agreement.

Bid Prices The prices submitted shall be firm during the first year of the Price Agreement. Unit and extended prices should be provided for Bid Item ID No. 1, on Exhibit B-1, the Bid Table in the Portal.

Additions to Base Price It is requested that each bidder provides prices and information for Bid Item ID, A through I of the bid table. These items may or may not be requested by the City during performance of the Price Agreements, however, the prices and information provided on Exhibit B-1 shall be incorporated into the awarded Price Agreements.

Supplier Billing Supplier shall bill the City to the nearest ¼ cubic yard increments.

Time is of the Essence The City intends to provide suppliers with 24-hours’ notice to schedule product delivery. In the event 24-hours’ notice cannot be provided, the City has the ability to choose the lowest-priced vendor that can meet product delivery requirements.

Delivery Requirements The City of Bend requires Suppliers to have product onsite a maximum of 80 minutes after product has been batched.

EXHIBIT B – Bid Submittal Forms – See Portal

EXHIBIT C

PRICE AGREEMENT

Contract No. [__________]

This Price Agreement (this “Contract”) is between the City of Bend, Oregon (the “City”) and ______________ (the “Contractor”) for goods.

RECITALS

A The City desires to enter into this Contract for Commercial Grade Concrete (CGC).

B The Contractor has the training, ability, knowledge, and experience to provide the services desired by the City.

C The Contractor was selected through formal invitation to bid, 26-3407 issued [Month DD, YYYY]

TERMS OF AGREEMENT

1 Effective Date; Duration

This Contract shall become effective when signed by both parties and approved by the City’s legal counsel. Unless sooner terminated, this Contract shall expire on December 31, 2027.

This Contract may be renewed for up to four additional years if agreed upon by both parties.

Purchase orders signed prior to expiration of the Agreement will identify the work completion date and may not be modified to add additional work or consideration. Notwithstanding this Section 1, to the extent there is any work that has not been completed on a validly issued purchase order prior to the expiration of the Agreement, the Agreement will automatically be extended for the work under the task order until such work is completed and then shall immediately terminate. Termination or expiration shall not extinguish or prejudice the City’s right to enforce this Contract with respect to any default or defect in performance that has not been cured.

2 Services

The Contractor shall supply City with Commercial Grade Concrete (CGC) which is described in more detail in the scope of work attached as Exhibit A (the “Work”). The Contractor shall perform the Work in accordance with Exhibit A.

3 Consideration

(a) The Compensation for work will be negotiated with the Contractor separately on each Purchase Order issued by the City. These Purchase Orders shall be on a time and materials basis utilizing only the approved rates as set forth in Exhibit _ of this agreement. The maximum compensation amount, or Not to Exceed (NTE) for each Purchase Order may be exceeded only upon prior written increase in Scope of Work, documented by a Purchase Order Change Order. If there is not a change in Scope of Work, the Contractor shall complete all identified Work within the NTE amount. The total payment under this Agreement shall not exceed $900,000 (the “Contract Price”).

(b) The Contractor shall send the City an invoice each month setting forth the fee due for that month and include a detailed summary of the work performed during the pay period. The City will review all submitted invoices promptly and shall pay all undisputed amounts within 30 days of the City’s receipt of the invoice.

(c) The Contractor shall submit invoices to the City of Bend, Attention: Accounts Payable, P.O. Box 1458, Bend, Oregon 97709 or via email to ap@bendoregon.gov. If an invoice is delivered on a non-business day, the invoice is considered received on the next business day.

(d) The Contractor shall reference the Contract Number and the on each invoice as appropriate.

(e) The Contractor shall not increase its rates and/or unit prices for the first year of this Contract. The Contractor shall provide the City notice of any proposed increase in its rates and/or unit prices not less than 60 days prior to the anniversary date of this Contract. Any increase in rates and/or unit prices is limited to the lesser of the increase in Contractor’s published rates charged to all clients for services similar to those Services described in this Contract, or the increase in the Consumer Price Index (CPI) (All Urban Customers), West – Size B/C as the anniversary date over the index prior to the commencement date of this Contract. Any increases in Contractor’s rates and/or unit prices are subject to review and acceptance by the City, such acceptance will be made in the form of a contract amendment which must be fully executed prior to performance of the Services at the new rates and/or unit prices.

4 Standard of Care

The Contractor shall provide services with the degree of skill and diligence normally employed by contractors performing the same or similar services at the time the services are performed. The Contractor shall, at all times during the term of this Contract, be duly licensed to perform the Work, and if there is no licensing requirement for the Work, be duly qualified and competent.

5 Termination The parties may terminate this Contract as follows:

(a) This Contract may be terminated at any time by mutual consent of both parties.

(b) The City may, at its sole discretion, terminate this Contract, in whole or in part, upon 30 days’ notice to the Contractor, in writing and delivery by certified mail or in person.

(c) The City may terminate this Contract, effective upon delivery of written notice to the Contractor, or at a later date established by the City under any of the following conditions:

(1) City funding is not obtained and continued at levels sufficient to pay for the Contractor’s Work. This Contract may be modified to accommodate a reduction in funds. In determining the availability of funds, the City may use the biennial budget adopted or modified by the City Council.

(2) If federal, state, or City regulations or guidelines are modified, changed, or interpreted in such a way that the Work is no longer allowable or appropriate for purchase under this Contract or no longer eligible for the funding proposed for payments authorized by this Contract.

(3) If any license or certificate required by law or regulation to be held by the Contractor to provide perform the Work required by this Contract is for any reason denied, revoked, or not renewed. City funding is not obtained and continued at levels sufficient to pay for the Contractor’s Work. This Contract may be modified to accommodate a reduction in funds. In determining the availability of funds, the City may use the biennial budget adopted or modified by the City Council.

(d) Any termination of this Contract is without prejudice to any obligations or liabilities of either party already accrued prior to the termination.

(e) The City by written notice of default (including breach of contract) to the Contractor may terminate the whole or any part of this Contract:

(1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension of the Contract, or

(2) If the Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the Work as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the City, fails to correct the failures within ten days or such longer period as the City may authorize. The Contractor may terminate this Contract upon 30 days’ written notice to the City if the City fails to pay the Contractor pursuant to the terms of this Contract and the City fails to cure within 30 business days after receipt of the Contractor’s notice, or such longer period of cure as the Contractor may specify in the notice.

(f) The Contractor may terminate this Contract upon 30 days’ written notice to the City if the City fails to pay the Contractor pursuant to the terms of this Contract and the City fails to cure within 30 business days after receipt of the Contractor’s notice, or such longer period of cure as the Contractor may specify in the notice.

6 Access to Records – Files; Confidential Information

The Contractor shall maintain all books, documents, papers, and records relating to this Contract for at least seven years following completion of the project. The Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document the Contractor’s performance. The City, state, and federal government, and their duly authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to this specific Contract for the purpose of making audit, examination, excerpts, and transcript. The Contractor agrees that all files or other documents generated or in the possession of the Contractor related to the Contractor’s delivery of services are the property of the City and the Contractor shall make them available to the City upon the City’s request. The Contractor understands the nature of the project(s) means that the Contractor may be privy to information that is confidential, proprietary, or sensitive in nature, which information must not be disclosed to any third person or entity without the consent of the city or at the city’s direction, either during the term of this contract or after its termination. likewise, any analysis or commentary provided by the contractor of a confidential or sensitive nature must not be released or disclosed to any person without the consent or direction of the city.

7 Independent Contractor; Responsibility for Taxes and Withholdings

(a) The Work to be rendered under this Contract is that of an independent contractor. The Contractor is not an officer, employee, or agent of the State or Department as those terms are used in Oregon Revised Statutes (“ORS”) 30.265 of the Oregon Tort Claims Act, and the Contractor is not to be considered an officer, employee, or agent of the City for any purpose. The Contractor shall be solely and entirely responsible for its acts and for the acts of its agents or employees during the performance of this Contract. The Contractor is an independent contractor for purposes of the Oregon Workers’ Compensation Law (ORS Chapter 656) and is solely liable for workers’ compensation coverage under this Contract.

The City does not have the right of direction or control of the manner in which the Contractor delivers the Work under this Contract or exercise any control over the activities of the Contractor.

(b) No Agency, Partnership, or Joint Venture/Independent Contractor – Neither the City or the Contractor, by virtue of this Contract, is a partner or joint venture with the other party in connection with the activities carried out under this Contract.

(c) This Contract is not intended to entitle the Contractor nor any of its agents to any benefits generally granted to City employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Contract are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, social security, workers’ compensation, unemployment compensation or retirement. The Contractor shall be responsible for all federal and state taxes applicable to compensation or payment paid to Contractor under this Contract.

8 Ownership of Work Product

All work product of Contractor under this Contract shall be the exclusive property of the City. The Contractor waives and releases all rights relating to the use of the work under this Contract, including any rights arising under 17 U.S.C. §106A. Reuse of work product by the City or others for purposes outside the scope of work is without liability to Contractor.

9 Protection of Property and Responsibility for Damage

(A) The Contractor shall exercise due care to avoid injury to property and infrastructure, including but not limited to, existing travel lanes, medians, curbs, legally parked vehicles, signs, and adjacent property. The Contractor shall notify the City’s Project Manager as soon as practical but within 24 hours of any incidents, accidents or damage resulting from the Work under this Contract.

(B) The Contractor shall repair all damage resulting from the Work under this Contract. The Contractor shall complete repair work within a two-week period after written notification by the City’s Project Manager or designee. An extension of time may be approved by the City’s Project Manager or designee in excess of the two-week period if requested in writing by Contractor. The Contractor’s request shall state the reasons and period of time for the request. Any repair work not completed by the Contractor within the designated time period may be completed by the City and the cost deducted from monies due to the Contractor.

(C) This section 0 is not to be construed as to relieve the Contractor of responsibility for damage to private facilities.

10 Indemnification

The Contractor shall defend, indemnify, and hold the City, its officers, agents, employees, and volunteers harmless against all liability, claims, losses, demands, suits, fees, and judgements (collectively known as “Claims”) that may be based on, or arise out of damage or injury (including death) to persons to property caused by or resulting from any act or omission sustained in connection with the performance of this Contract or by conditions created thereby or based upon violation of any statute, ordinance, or regulation. This indemnification required shall not apply to Claims caused by the sole negligence of willful misconduct of the City, its officers, agents, employees, and volunteers. The Contractor agrees that it is not an agent of the City and is not entitled to indemnification and defense under ORS 30.285 and ORS 30.287.

11 Insurance

(a) The Contractor shall purchase and maintain at their own expense the insurance noted below subject to review and acceptance by the City. All insurance shall apply on a primary, non-contributary basis and remain in effect for the duration of the Contract term. Any policy written on a ‘claims made’ basis may only be done so with the written approval and authorization of the City and coverage written in this manner shall extend for 24 months past completion and acceptance of the Contractor’s work or services. Insurance certificates and insurance questions shall be emailed to the City’s insurance email at: insurance@bendoregon.gov.

(b) Commercial general liability insurance with minimum coverage in effect of $2,000,000 per incident, claim, or occurrence and $2,000,000 in aggregate. The policy shall include coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations, employer’s practices liability, and contractual damages. The Contractor shall remain fully responsible and liable for any claims resulting from the negligence or intentional misconduct of the Contractor, its subcontractors, and their officials, agents, and employees in performance of this Contract, even if not covered by, or in excess of insurance limits.

(1) Commercial general liability coverage shall name, by certificate and endorsement the City, its officers, agents, employees, and volunteers as additional insureds with respect to the Contractor’s work or services provided under this Contract.

(c) Commercial automobile (fleet) liability insurance with minimum combined single limit of $2,000,000 covering all owned, non-owned, and hired vehicles. This coverage shall be written in combination with the commercial general liability insurance with separate limits for commercial automobile liability and commercial general liability.

(d) Workers’ compensation insurance as required by ORS Chapter 656 and meeting the minimum requirements therein. The Contractor shall ensure that each subcontractor obtains and maintains workers’ compensation insurance and that the carrier notifies the State of Oregon or files a guaranty contract with the State of Oregon Workers’ Compensation Division before performing work.

(e) The Contractor shall provide proof of required coverages by acceptable certificate of insurance and signed endorsement from the carrier(s). The certificate and endorsement shall provide that there will be no cancellation, termination, material change, or reduction in limits of the insurance coverage without a minimum 30-day written notice to the City. The certificate and endorsement shall also state the deductible or self-insured retention level.

(f) Contractor’s Pollution Liability - Contractor shall obtain, at its sole expense, and keep in effect during the term of the Contract, Contractor’s Pollution Liability Insurance covering the Contractor's or appropriate Subcontractor’s liability for bodily injury, property damage, loss of use of property, loss of value of property, government ordered cleanup costs, natural resource damage, environmental damage, and environmental or natural resource damage resulting from sudden, accidental and gradual pollution and related cleanup costs incurred by Contractor, or Subcontractor if the coverage is obtained by the Subcontractor, all arising out of the goods or materials delivered or services (including transportation risk) performed under the Contract. Coverage shall be written on an occurrence basis with a per loss limit of no less than $2,000,000. Annual aggregate limit shall not be less than $2,000,000. This coverage may be written in combination with the commercial general liability insurance or professional liability insurance. However, the pollution limits may not be shared limits with other coverage lines. Coverage shall include the cost of defense and the cost of defense shall be provided outside the coverage limits. Contractor shall maintain insurance as required by this section for a minimum of five years following the completion of the Project.

12 Subrogation

The Contractor grants waiver of subrogation to the City, its officers, agents, employees, and volunteers for any claims arising out of the Contractor’s work or service. Further, the Contractor agrees that in the event of a loss due to any of the risks for which it has agreed to provide insurance, recovery by the Contractor shall be solely with their insurance carrier.

The Contractor also grants to the City on behalf of any insurer providing coverage to either the Contractor or the City with respect to the work or services of the Contractor a waiver of any right to subrogation which any insurer or the Contractor may acquire against the City by virtue of the payment of any loss under such insurance coverage.

13 Nondiscrimination – ADA Compliance

The Contractor agrees to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. The Contractor also shall comply with the Americans with Disabilities Act (“ADA”) of 1990, as amended by the ADA

Amendments Act (ADAAA) of 2008 and any subsequent amendments (42 U.S.C. § 12101, et seq.) (Pub No. 101-336), ORS 659A, and all regulations and administrative rules established pursuant to those laws. The Contractor agrees to comply with ADA in its employment and nondiscrimination practices, and that it shall perform its contractual obligations consistent with ADA federal requirements/regulations, state disability and accessibility law and requirements, and applicable regulations and administrative rules established pursuant to those laws.

14 Successors and Assigns

The City and the Contractor each binds itself, its successors, assigns, and legal representatives to the other party to this Contract and to the successors, assigns, and legal representatives of such other party with respect to all covenants of this Contract. The Contractor shall not assign or transfer its interests in this Contract without written consent of the City, which consent may be withheld in the City's sole, subjective discretion. The rights under this Contract may not be transferred or assigned by operation of law, change of control or merger without the prior written consent of the City. The City may rescind this Contract if transferred or assigned by operation of law, change of control or merger, or without the prior written consent of the City.

15 Force Majeure

The Contractor shall not be held responsible for delay or default caused by fire, riot, acts of God, and war which is beyond the Contractor’s reasonable control. The Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

16 No Third-Party Beneficiaries

The City and the Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

17 Waiver

The City’s failure to enforce a provision of this Contract shall not constitute a continuing waiver, shall not constitute a relinquishment of the City’s right to performance in the future, and shall not operate as a waiver of the City’s right to enforce any other provision of this Contract.

18 Limitation on Authority

The City retains its authority to execute all applications, agreements, and other documents relating to this Contract. The Contractor has no right or authority, express or implied, to commit or otherwise obligate the City or any of its partners, except as permitted by the express terms of this Contract, or as authorized in writing.

19 Attorney Fees & Governing Law

In the event an action, suit of proceeding, including appeals, is brought for failure to observe any of the terms of this Contract, each party shall be responsible for that party’s own attorney fees, expenses, costs, and disbursements for any action, suit, proceeding or appeal.

The provisions of this Contract shall be construed in accordance with the provisions of the laws of the State of Oregon. Any claim, action, suit, or proceeding between the City and the Contractor arising from or relating to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County, Oregon, or, if the claim must be brought in a federal forum, the United States District Court for the District of Oregon.

The Contractor hereby consents to in personam jurisdiction of said courts.

20 ORS 279A.125 Preference for Recycled Materials

The Contractor will use where applicable, recycled materials if (a) the recycled product is available, (b) the recycled product meets applicable standards, (c) the recycled product can be substituted for a comparable non-recycled product, and (d) the recycled product’s costs do not exceed the costs of non-recycled products by more than five percent.

21 Compliance with Law

The Contractor shall comply with applicable federal, state, and local laws and ordinances applicable to the Work under this Contract. This Contract incorporates the provisions required to be in a contract of this type by ORS 279B.200 through 279B.235 as further set forth in attached Exhibit __.

22 Merger Clause

This Contract and attached exhibits constitute the entire agreement between the parties.

No waiver, consent, modification, or change of term of this Contract shall bind either party unless in writing and signed by both parties. The waiver, consent, modification, or change, if made shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. The Contractor by signature of its authorized representative hereby acknowledges that he/she has read this Contract, understands it, and agrees to be bound by its terms and conditions.

23 Notices

Project correspondence shall be directed to the City’s Project Manager. Insurance certificates and insurance questions shall be emailed to the City’s insurance email at:

insurance@bendoregon.gov. All notices and demands of a legal nature that either party may be required or may desire to serve upon the other party shall be in writing and shall be served upon the other party by personal service, by facsimile transmission, E-Mail followed by mail delivery of the original of the notice, by overnight courier with proof of receipt, or by certified mail, return receipt requested, postage prepaid, addressed as follows:

Contractor Legal Name Attn: [First and Last Name or Department/Division] [Street Address] [City, State, Zip] Phone [___________] Email: [email address]

City of Bend Attn: Eric King, City Manager 710 NW Wall Street Bend, Oregon 97703 Phone: 541-388-5505 Fax: 541-385-6676 Email: eking@bendoregon.gov

With a copy to:

City of Bend Attn: City Attorney 710 NW Wall Street Bend, Oregon 97703 Phone: 541-388-5505 Fax: 541-385-6676 Email: legalnotice@bendoregon.gov

Service by mail shall be deemed complete on the date of actual delivery or three business days after being sent via certified mail. Service by facsimile transmission or E-Mail shall be deemed served upon receipt of the facsimile or E-Mail, followed by mail delivery.

24 Severability

If any provision of this Contract is held illegal or unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions will not be impaired unless the illegal or unenforceable provisions affects a significant right or responsibility, and if negotiations fail, may terminate the Contract.

25 Counterparts

This Contract may be executed in several counterparts, all of which taken together shall constitute one contract binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Contract so executed shall constitute an original.

26 Amendments

The parties may amend this Contract by a written amendment properly executed by both parties. Contract amendments shall be effective only if in compliance with Bend Code

1.55.050 Sections C and D.

27 Pay Equity

As required by ORS 279B.235, the Contractor shall comply with ORS 652.220 and shall not discriminate against any of the Contractor's employees in the payment of wages or other compensation for work of comparable character, the performance of which requires comparable skills, or pay any employee at a rate less than another comparable work, based on an employee’s membership in a protected class.

The Contractor must comply with ORS 652.220 as amended and shall not unlawfully discriminate against any of the Contractor's employees in the payment of wages or other compensation for work of comparable character on the basis of an employee's membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. The Contractor’s compliance with this section constitutes a breach that entitles the City to terminate this Contract for cause.

The Contractor may not prohibit any of the Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. The Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

28 Compliance with Tax Laws

The Contractor represents and warrants that the Contractor has complied with the tax laws of this state and political subdivisions of this state including but not limited to ORS 305.620 and ORS chapters 315, 317, and 318.

The Contractor agrees to continue to comply with the tax laws of this state and political subdivisions of this state during the term of this Contract. Failure of the Contractor to comply with the tax laws of this state or a political subdivision of this state before the Contractor executes this Contract or during the term of this Contract, shall be considered a default for which the City may terminate this Contract and seek damages and other relief available under this Contract or under applicable law.

29 Delivery. All deliveries shall be F.O.B destination with all transportation and handling charges paid by Contractor, unless otherwise specified in the scope. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and acceptance when responsibility shall pass to the City except as to latent defects, fraud and Contractor's warranty obligations.

30 Inspections. Goods furnished under this contract shall be subject to inspection and test by the City at times and place determined by the City. If the City finds goods furnished to be incomplete or not in compliance with solicitation specifications, the City may reject the goods and require Contractor to either correct them without charge or deliver them at a reduced price. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by the City, the City may reject the goods and cancel the contract in whole or in part. Nothing in this paragraph shall in any way affect or limit the City’s rights as buyer, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

31 Warranties. Unless otherwise stated, all goods shall be new and current model and shall carry full manufacturer warranties. Contractor warrants all goods delivered to be free from defects in labor, material and manufacture and to be in compliance with solicitation specifications. All implied and expressed warranty provisions of the Uniform Commercial Code (ORS chapter 72) are incorporated in this contract. All warranties shall run to the City.

Seller warrants that the material and/or equipment furnished do not infringe any patent registered trademark or copyright, and agrees to save, hold harmless, and indemnify the City in the event of any claim of infringement.

32 Safety and Health Requirements. Goods and services provided under this contract shall comply with all federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon safety and health requirements, including those of the State Workers’ Compensation Division.

33 Hazardous Chemicals Communication. Products which contain hazardous chemicals, and defined by Oregon Administrative Rules Chapter 437, must be labeled, tagged, or marked with the following information:

• Identity of the hazardous chemicals (s)

• Appropriate hazard warning; and name and address of the chemical manufacture, importer or other responsible party.

Upon request, Contractor shall provide a Material Safety Data Sheet, and required by OAR 437-002-0360 (35) CFR 1910, 1200, for any item included in this Contract with contains hazardous chemicals. This information shall be provided to COB within two days of request (if faxable within 12-24hours).

Contractors should address questions about the administrative rules referenced in this section to the Department of Consumer and Business Services, Oregon occupational Health & Safety Administration Section, Labor and Industries Building, Salem, Oregon 97310, (800)

922-2689, FAX: (503) 947-7463.

34 Purchase Orders. City of Bend shall use the Purchase Order form approved by City’s Financial Services Division for placement of orders. No language in a Purchase Order submitted shall vary, amend, modify, or add terms or conditions to the Price Agreement.

Operative provisions in Purchase Orders shall be limited to only the following: designation of City and its authorized representative; identification of Goods and order quantities, transportation or delivery schedules in accordance with the terms of the Price Agreement;

and delivery fee and destination if applicable.

35 Cooperative Purchasing. Pursuant to ORS 279A.205 thru 279A.215, other public agencies may use this Agreement resulting from a competitive procurement process to establish contracts with Contractor under the terms, conditions, and prices of this Agreement, unless the Contractor expressly noted in their proposal/quote that the prices and services are available to the City of Bend only. The condition of such use by other agencies is that any such agency must make and pursue contact, purchase order, delivery arrangements, and all contractual remedies directly with Contractor; the City accepts no responsibility for performance by either the Contractor or such other agency using this Contract, and such use of this Agreement by other agencies shall not impact Contractor’s obligations to the City.

With such condition, the City consents to such use by any other public agency.

Approved and authorized for signature by City Council acting as the Local Contract Review Board on Month DD, YYYY.

Each party is signing this contract on the date stated opposite that party’s signature.

CITY OF BEND, OREGON

By:

Eric King, City Manager Date

APPROVED AS TO FORM:

City Attorney’s Office Date

CONTRACTOR LEGAL NAME

Its: Date

City Contracting & Funding Authorizations:

David Abbas, Date

Transportation & Mobility Director City of Bend, Oregon

Kelly Moutsatson, Business Manager Date

Rick Volkman, Project Manager Date

(the “Project Manager”)

Justin Sweet, Date

Procurement & Public Contracts Manager

EXHIBIT _

SCOPE OF WORK

COMPENSATION

RELEVANT PROVISIONS OF ORS CHAPTER 279B

1 279B.220 Conditions concerning payment, contributions, liens, and withholding

The Contractor shall:

(a) make payment promptly, as due, to all persons supplying to the…