Computing Services Center West Wing

Roof Replacement

Attachment A

PROJECT MANUAL

ITB #2026-08

April 24, 2026

Southern Oregon University Facilities Management & Planning

351 Walker Avenue • Ashland, Oregon 97520 Phone 541-552-6231

Email mcnamaraj@sou.edu mailto:mcnamaraj@sou.edu

SOUTHERN OREGON UNIVERSITY

COMPUTING SERVICES CENTER

ROOF REPLACEMENT

TABLE OF CONTENTS

CONTRACTING REQUIREMENTS

SOU Form B-1 ADVERTISEMENT FOR BIDS SOU Form B-2 NOT USED SOU Form B-3 NOT USED SOU Form B-4 NOT USED SOU Form B-5 BID FORM SOU Form B-5A FIRST TIER SUBCONTRACTOR DISCLOSURE SOU Form B-6 PUBLIC IMPROVEMENT AGREEMENT (SAMPLE) SOU Form B-7 SOU STANDARD CONTRACT PROVISIONS SOU Form B-8 SOU GENERAL CONDITIONS FOR CONSTRUCTION SOU Form B-9 PERFORMANCE BOND FORM SOU Form B-10 PAYMENT BOND FORM

DIVISION 01 GENERAL REQUIREMENTS

Section 01 11 00 SUMMARY OF WORK Section 01 29 00 PRICE AND PAYMENT PROCEDURES Section 01 31 00 ADMINISTRATIVE REQUIREMENTS Section 01 33 00 SUBMITTAL PROCEDURES Section 01 50 00 TEMPORARY FACILITIES AND CONTROLS Section 01 60 00 PRODUCT REQUIREMENTS Section 01 70 00 CLOSEOUT PROCEDURES

DIVISION 02 EXISTING CONDITIONS

Section 02 41 19 SELECTIVE DEMOLITION

DIVISION 07 THERMAL AND MOISTURE PROTECTION

Section 07 54 19 POLYVINYL-CHLORIDE (PVC) MEMBRANE ROOFING Section 07 61 00 METAL ROOFING Section 07 62 00 SHEET METAL FLASHING AND TRIM Section 07 92 00 JOINT SEALERS

SOU Contract Form B-1 (2/16)

STANDARD PUBLIC IMPROVEMENT CONTRACT

INVITATION TO BID

Computing Services Center

West Wing Roof Replacement

ITB #2026-08

Bids will be received by the Southern Oregon University (SOU) Service Center, Computer Services Center-West Wing-2nd Floor, 1250 Siskiyou Boulevard, Ashland, Oregon until 3:00 PM local time May 13, 2026 for the Computing Services Center Roof Replacement project. The Computing Services Center is located at 480 University Way on the SOU campus in Ashland, Oregon.

This project includes all labor, materials and equipment required to replace the single ply membrane roof on two sections of both the Science Building. The single-ply membrane replacement area is approximately 9,000 square feet. The metal roof area is approximately 3,400 square feet. Bidders are required to field verify all quantities prior to submitting a bid.

The work scope incudes:

• Remove and dispose of rock ballast, concrete pavers and old EPDM membrane. Existing tapered insulation remains in place.

• Remove and dispose of clay tile roofing, blocking, cleats and underlayment down to the plywood deck.

• Remove and salvage existing metal parapet copings for reuse or, at Contractor’s option, install new 24-gauge Kynar pre-finished parapet copings and flashings.

• Install new 22-gage standing seam pre-finished metal roofing with new underlayment at pitched roofs.

• Install new ¼” densdeck cover board (mechanically fastened) at all low-slope roofs.

• Install new 60-mil PVC membrane roofing (mechanically fastened) .

• Furnish and install fall protection anchor, walk pads, and all flashings and accessories required for a complete, warranted system.

• Provide a 20-year NDL manufacturer’s warranty. Warranty must extend to the outside face of exterior walls.

Bid Bonds are not required for this project. Performance and Payment bonds are required.

A mandatory pre-bid conference will be held on Friday May 1, 2026, 10:00 am. Meet at the Science Building main (north) building entry, 1250 Ashland Street, Ashland, OR. A representative for each prime bidder is required to attend.

SOU will procure and pay directly for any required City of Ashland permits.

Bids will be received on a lump sum basis. Bids must be submitted on the enclosed bid form and will be opened and publicly read aloud on May 13, 2026 at 3:15 PM, local time, at the SOU Service Center, Computing Services Center -West Wing, 2nd Floor, 480 University Way, Ashland, Oregon by the undersigned or a designated representative.

The prime bidder and all subcontractors must be currently licensed to practice in each of their respective areas of expertise by the State of Oregon Construction Contractor's Board (CCB). The prime bidder shall have the required Public Works Bond on file with the CCB prior to submitting a bid. Failure to be registered and have the bond in place will result in the rejection of your bid as non-

SOU Contract Form B-1 (2/16) responsive. All subcontractors must file a Public Works Bond with the CCB prior to starting work on the project, unless exempt.

Oregon Bureau of Labor and Industries (BOLI) wage rates (ORS 279C.800 through ORS 279C.870) apply to this project. See SOU General Conditions, Sections C.1 and C.2, regarding wage rate compliance and payroll certification requirements. Workers shall be paid the applicable prevailing wage rates in accordance with ORS 279.838 and 279C.840. Oregon BOLI Prevailing Wage Rates per the April 5, 2026 schedule applies to this project.

Prevailing wage rates are available at http://www.oregon.gov/BOLI. If a contractor fails to pay for labor or services, SOU can pay and withhold these amounts from payments due the Contractor (ORS 279C.5.15). The Contractor and their subcontractors shall provide a written schedule to employees showing the number of hours per day and days per week the employee may be required to work (ORS 279C.520). The Contractor and their subcontractors must promptly pay for any medical services they have agreed to pay (ORS 279C.530).

Bid documents may be obtained from the SOU Procurement portal:

https://sou.bonfirehub.com/portal/?tab=openOpportunities or the Oregon Public Universities website: https://secure.orpu.org/bid .

By: Jim McNamara Capital Projects Manager SOU Facilities Management and Planning http://www.oregon.gov/BOLI https://sou.bonfirehub.com/portal/?tab=openOpportunities https://secure.orpu.org/bid

SOU Contract Form B-5 (2/16)

STANDARD PUBLIC IMPROVEMENT CONTRACT

BID FORM – ITB 2026-08

OWNER: Southern Oregon University

PROJECT: Computing Services Center – West Wing Roof Replacement

BID CLOSING: May 13, 2026, 3:00 PM Local Time

BID OPENING: May 13, 2026, 3:15 PM Local Time

FROM: __________________________________________________________________

Name of Contractor

TO: Southern Oregon University Facilities Management and Planning 351 Walker Avenue Ashland, Oregon 97520

1. The Undersigned (check one of the following and insert information requested):

____a. An individual doing business under an assumed name registered under the laws of the State of _____________________________; or

____b. A partnership registered under the laws of the State of _____________________;

or

____c. A corporation organized under the laws of the State of ____________________; or

____d. A limited liability corporation organized under the laws of the State of _____________________________;

hereby proposes to furnish all material and labor and perform all work hereinafter indicated for the above project in strict accordance with the Contract Documents for the as follows:

2. Bid for all work as described in the plans and specifications:

Computing Services Center – West Wing Roof Replacement (ITB 2026-08)

BASE BID: Perform all work per Specifications (Attachment A) and Drawings (Attachment B)

LUMP SUM: ($____________________________)

Lump Sum in words: ____________________________________________________________ and the Undersigned agrees to be bound by the following documents:

• Invitation for Bids (ITB 2026-08)

• Attachment A – Project Manual

• Attachment B - Drawings

• Oregon BOLI Wage Rates

ADDENDA numbered ____ through____, inclusive (fill in blanks)

3. All work shall be completed by the dates shown in ITB 2026-08.

4. The Undersigned certifies that: (1) This Bid has been arrived at independently and is being submitted without collusion with and without any agreement, understanding, or planned common course of action with any other vendor of materials, supplies, equipment or services described in the invitation to bid designed to limit independent bidding or competition; and (2) The contents of the Bid have not been communicated by the Undersigned or its employees or agents to any person not an employee or agent or its surety on any bond furnished with this bid and will not be communicated to such person prior to the official opening of the Bid.

5. The undersigned HAS, HAS NOT (circle applicable status) paid unemployment or income taxes in Oregon within the past 12 months and HAS, HAS NOT (circle applicable status) a business address in Oregon.

6. The Undersigned agrees, if awarded a contract, to comply with the provisions of ORS 279C.800 through 279C.870 pertaining to the payment of the prevailing rates of wage if the bid exceeds $50,000.00.

7. Contractor's CCB registration number is ____________________________. As a condition to submitting a bid, a Contractor must be registered with the Oregon Construction Contractors Board in accordance with ORS 701.035 to 701.055, and disclose the registration number. Failure to register and disclose the number will make the bid unresponsive and it will be rejected, unless contrary to federal law.

8. The successful Bidder hereby certifies that all subcontractors who will perform construction work as described in ORS 701.005(2) were registered with the Construction Contractors Board in accordance with ORS 701.035 to 701.055 at the time the subcontractor(s) made a bid to work under the contract.

9. The successful Bidder hereby certifies that, in compliance with the Worker's Compensation Law of the State of Oregon, its Worker's Compensation Insurance provider is ______________________________, Policy No. , and that Contractor shall submit Certificates of Insurance as required.

10. Contractor’s Project Manager for this project is: ______________________________, Office Phone: _________________________ Cell Phone: ______________________________.

11. Bidder Certification: By signature on this Bid Form the undersigned certifies that they are authorized to act on behalf of the Entity and that under penalty of perjury the undersigned will comply with the following:

12. Contractor References. Provide the names, addresses, and phone numbers of three project

Owners to be used as references for this project. These references should be from projects that are equivalent in size and complexity to the project identified in this ITB. Verify that the individuals referenced have had direct contact with the referenced project, and the phone numbers are accurate. SOU may check with these references and/or may check with other references associated with past work of your firm.

Name of Reference #1: ______________________________ Company: ______________________________ Address: ______________________________ Phone Number: ______________________________ Project Description: ______________________________

Name of Reference #2: ______________________________

Address: ______________________________ Phone Number: ______________________________ Project Description: ______________________________

Name of Reference #3: ______________________________

Address: ______________________________ Phone Number: ______________________________ Project Description: ______________________________

SECTION I. OREGON TAX LAWS

As required in ORS 305.385(6) the undersigned hereby certifies that to the best of the undersigned’s knowledge, the Entity is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 403.200 to 403.250 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320 (Amusement Device and Transient Lodging Taxes), 321 (Timber And Forestland Tax), 323 (Cigarettes And Tobacco Products Tax), and any local taxes administered by the Department of Revenue under ORS 305.620. If a Contract is executed, this information will be reported to the Internal Revenue Service under the name and taxpayer I.D. number submitted below. Information not matching IRS records could subject Contractor to 31 percent backup withholding.

SECTION II. AFFIRMATIVE ACTION

The undersigned hereby certifies that they have not discriminated against Minority, Women or Emerging Small Business Enterprises in obtaining any required subcontracts, pursuant to SOU’s Procurement and Contracting Code (FAD.057 (580-061)).

SECTION III. COMPLIANCE WITH SOLICITATION

The undersigned agrees and certifies that they:

1. Have read, understand, and agree to be bound by and comply with all requirements, instructions, specifications, terms and conditions contained herein (including any attachments); and

2. Are an authorized representative of the Entity, that the information provided is true and accurate, and that providing incorrect or incomplete information may be cause for rejection of the offer or contract termination; and

3. Will furnish the designated item(s) and/or service(s) in accordance with the solicitation and the contract; and

4. Will provide/furnish federal employee identification number or social security number with offer.

Minority, Women & Emerging Small Business (MWESB) Certified Firm: ◻Yes ◻No

If yes, Minority, Women & Emerging Small Business (MWESB) Certification Number:

By signature below, Contractor agrees to be bound by this Bid.

NAME OF FIRM _______________________________________

ADDRESS _______________________________________

FEDERAL TAX ID _______________________________________

TELEPHONE NO _______________________________________

EMAIL _______________________________________

FAX NO _______________________________________

SIGNATURE 1) _______________________________________

Sole Individual or 2) _______________________________________ Partner or 3) _______________________________________ Authorized Officer of Corporation or LLC

PRINTED NAME _______________________________________

Print Name and Title of Contractor Signatory

Payment information will be reported to the IRS under the name and taxpayer ID # provided above. Information not matching IRS records could subject Contractor to 31 percent backup withholding

.* * * * * E N D O F B I D * * * * *

SOU Form B-5A (2/16)

FIRST-TIER SUBCONTRACTOR DISCLOSURE FORM

This form must be submitted at the location specified in the Invitation to Bid within two (2) working hours after the date and time of the deadline when the bids are due.

List below the name of each subcontractor that will be furnishing labor or labor and materials and that is required to be disclosed by ORS 279C.370, the dollar value of the subcontract and the category of work that the subcontractor will be performing.

Enter “NONE” if there are no subcontractors that need to be disclosed.

(ATTACH ADDITIONAL SHEETS IF NEEDED)

Project Name: Computing Services Center, West Wing Roof Replacement (ITB 2026-08)

Bid Closing Date: May 13, 2026. Time: 3:00 PM

SUBCONTRACTOR NAME

(Please Print)

DOLLAR VALUE

CATEGORY/DIVISION OF WORK

(Painting, electrical, landscaping, etc.)

Name

Failure to submit this form within 2 hours of the bid closing will result in a non-responsive bid.

A non-responsive bid will not be considered for award.

Form submitted by (Bidders Name):________________________________________

Contact Name: ___________________________________ Phone No.:_________________

SOU Contract Form B-6 (2/16)

PUBLIC IMPROVEMENT AGREEMENT FORM

This Agreement for the (Insert Project Name) (the "Contract"), made by SOUTHERN OREGON UNIVERSITY, hereinafter called OWNER, and (Insert Contractor’s Name) hereinafter called the CONTRACTOR (collectively the “Parties”), shall become effective on (Insert contract award date), or the date this Contract has been signed by all the Parties.

WITNESSETH:

1. Contract Price, Contract Documents and Work.

The CONTRACTOR, in consideration of the sum of ____________________________(the "Contract Price"), to be paid to the CONTRACTOR by OWNER in the manner and at the time hereinafter provided, and subject to the terms and conditions provided for in the Instructions to Bidders and other Contract Documents (as defined in the SOU General Conditions referenced within the Instructions to Bidders), all of which are incorporated herein by reference, hereby agrees to perform all Work described and reasonably inferred from the Contract Documents. The Contract Price is the amount contemplated by the Base Bid adjusted for Alternates [Identify accepted Alternates], as indicated in the accepted Bid.

Also, the following documents are incorporated by reference in this Contract and made a part hereof if checked for inclusion [X]:

[ ] (RESERVED)

2. Representatives.

CONTRACTOR has named (Insert Name) its' Authorized Representative to act on its behalf.

OWNER designates, or shall designate, its Authorized Representative as indicted below (check one):

[ ] Unless otherwise specified in the Contract Documents, the OWNER designates (Insert Name) as its Authorized Representative in the administration of this Contract. The above-named individual shall be the initial point of contact for matters related to Contract performance, payment, authorization, and to carry out the responsibilities of the OWNER.

[ ] Name of OWNER’S Authorized Representative shall be submitted by OWNER in a separate writing.

3. Key Persons.

The CONTRACTOR’S personnel identified below shall be considered Key Persons and shall not be replaced during the project without the written permission of Owner, which shall not be unreasonably withheld. If the CONTRACTOR intends to substitute personnel, a request must be given to Owner at least 30 days prior to the intended time of substitution. When replacements have been approved

James McNamara Typewritten Text Section B-6 Sample Contract by Owner, the CONTRACTOR shall provide a transition period of at least 10 working days during which the original and replacement personnel shall be working on the project concurrently. Once a replacement for any of these staff members is authorized, further replacement shall not occur without the written permission of Owner. The CONTRACTOR’S project staff shall consist of the following personnel:

Project Manager: ___________________ shall be the CONTRACTOR’S project manager and will participate in all meetings throughout the project term.

Job Superintendent: _____________________ shall be the CONTRACTOR’S on-site job superintendent throughout the project term.

4. Contract Dates.

COMMENCEMENT DATE: Within (Insert # of Days) Days of the Notice to Proceed.

SUBSTANTIAL COMPLETION DATE: (Insert # of Days) from “Notice to Proceed” (or a date certain).

FINAL COMPLETION DATE: (Insert # of Days) from “Notice to Proceed” (or a date certain).

5. Tax Compliance.

The individual signing on behalf of CONTRACTOR hereby certifies and swears under penalty of perjury that s/he is authorized to act on behalf of CONTRACTOR s/he has authority and knowledge regarding CONTRACTOR’S payment of taxes, and to the best of her/his knowledge, CONTRACTOR is not in violation of any Oregon tax laws. For purposes of this certification, "tax" means those programs listed in ORS 305.380(4). For purposes of this certification, “tax laws” means a state tax imposed by ORS 401.792 to 401.816 and ORS chapters 118, 314, 316, 317, 318, 320, 321 and 323; the elderly rental assistance program under ORS 310.630 to 310.706; and local taxes administered by the Department of Revenue under ORS 305.620.

6. Integration

The Contract documents constitute the entire agreement between the parties. There are no other understandings, agreements or representations, oral or written, not specified herein regarding this Contract. CONTRACTOR, by the signature below of its authorized representative, hereby acknowledges that it has read this Contract, understands it, and agrees to be bound by its terms and conditions.

In witness whereof, Southern Oregon University executes this Contract and the CONTRACTOR does execute the same as of the day and year first above written.

CONTRACTOR DATA:

(Insert Contractor Name & Address)

CONTRACTOR NAME ___________________________________________

CONTRACTOR FEDERAL TAX ID # ______________________

CONTRACTOR CCB # _______________ Expiration Date:_____________

[Payment information will be reported to the IRS under the name and taxpayer ID # provided above.

Information must be provided prior to contract approval. Information not matching IRS records could subject Contractor to 31 percent backup withholding.]

CONTRACTOR SIGNATURE

By_____________________________________________________________ Signature Date

Print Name Title

By____________________________________________________

Name/Title Date

By ___________________________________________________ Name/Title Date

STANDARD CONTRACT PROVISIONS

1. ACCESS TO RECORDS. Contractor will maintain records, sufficient to accurately document its performance of this Contract.

University will have access to such records of Contractor for the purpose of determining compliance with this Contract. Contractor will retain all such records, for a minimum of six years following final payment under or termination of this Contract, or such longer period as may be required by applicable law or to conclude any audit, review, or controversy.

2. INDEMNITY FOR INFRINGEMENT CLAIMS.

EXCEPT TO THE EXTENT ARISING FROM MATERIALS

PROVIDED TO CONTRACTOR BY UNIVERSITY, WHICH

MATERIALS ARE UTILIZED BY CONTRACTOR IN THEIR

UNALTERED FORM AND WITHOUT LIMITING THE

GENERALITY OF THE INDEMNIFICATION CLAUSE

REFERENCED IN THE HOLD HARMLESS SECTION BELOW,

CONTRACTOR EXPRESSLY AGREES TO INDEMNIFY AND

HOLD HARMLESS UNIVERSITY AND ITS GOVERNING

BOARD, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

FROM AND AGAINST ANY AND ALL CLAIMS, SUITS,

ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, AND

DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS

THAT THE DELIVERABLES INFRINGE ANY PATENT,

COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS,

MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY

RIGHT OF ANY THIRD PARTY. The indemnity under this Section will not apply to the extent such alleged or actual infringement arises as a result of (i) modifications of such work made by University which were not approved by Contractor, or (ii) Contractor’s compliance with any of University’s designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, non-appealable order that the work is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this Section, Contractor will, at its option, (1) procure for University the right to continue using such infringing work; (2) replace the infringing work with a non-infringing item of like form, fit or function; or (3) modify the work so that it no longer infringes.

3. HOLD HARMLESS. Contractor will be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from any act or omission of Contractor, its subcontractors, agents, or employees. Contractor will indemnify and hold harmless University, its governing board and their directors, officers, agents, employees, and members from all claims, suits, and actions of any nature resulting from or arising out of the acts or omissions of Contractor or its subcontractors, officers, agents, or employees.

4. INSURANCE. Contractor shall secure at its own expense and keep in effect during the term of the Contract either comprehensive general liability insurance with broad form CGL endorsement or commercial general liability insurance with a minimum limit of $2,000,000 per occurrence and auto liability insurance with a minimum limit of $2,000,000 per occurrence, each with annual aggregate limit of $4,000,000. Insurance policies, which cannot be excess to a self-insurance program, are to be issued by an insurance company authorized to do business in the State of Oregon.

Southern Oregon University, and its governing board, officers and employees shall be included as an additional insured in said insurance policy. If any of the liability insurance is arranged on a "claims made basis,” then "tail" coverage will be required at the completion of the Contract for duration of twenty-four (24) months. University may require that the Contractor furnish the University with certificate(s) of insurance as evidence of insurance coverage before commencing work under the Contract.

5. INDEPENDENT CONTRACTOR STATUS. The services to be rendered under this Contract are those of an independent contractor. Contractor is not to be considered an agent or employee of University for any purpose, and neither Contractor nor any of Contractor's agents or employees are entitled to any of the benefits that University provides for its employees. Nothing in this Contract will be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the Parties.

Notwithstanding the generality of the foregoing and for the avoidance of doubt, Contractor will not be working under the direction and control of University, and this Contract is non-exclusive for both parties.

6. OWNERSHIP OF WORK PRODUCT. All work product of Contractor that results from this Contract (“Work Product”) is the exclusive property of University. University and Contractor intend that such Work Product be deemed "work made for hire" of which University will be deemed the author. If for any reason the Work Product is not deemed “work made for hire," Contractor by this Contract irrevocably assigns to University all its right, title,and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor will execute such further documents and instruments as University may reasonably request in order to fully vest such rights in University. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

7. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that (1) Contractor has the power and authority to enter into and perform this Contract; (2)The individual signing for Contractor is authorized to execute this Contract on behalf of Contractor; (3) This Contract, when executed and delivered, will be a valid and binding obligation of Contractor, enforceable in accordance with its terms; (4) The work under this Contract will be performed in a good and workmanlike manner and in accordance with the highest professional standards;

(5) Contractor will, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the work; and (6) Contractor’s name, as it appears in this Contract, is Contractor’s legal name, as it will appear in the Contractor’s W-9, and if Contractor is an entity rather than an individual that the entity named in this Contract is validly existing and in good standing. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

8. EQUAL EMPLOYMENT OPPORTUNITY NOTICES.

This contractor and subcontractor shall abide by the requirements of 41 CFR §§60-1.4(a), 60-300.5(a) and 60-741.5(a), which are incorporated by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified

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James McNamara

Section B-7 individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

9. TERMINATION. (a) This Contract may be terminated at any time by mutual written consent of both Parties.

(b) University may at its sole discretion terminate this Contract in whole or in part upon 30-days’ written notice to Contractor.

(c) University may terminate this Contract effective upon delivery of written notice to Contractor, or at such later date as may be established by University if: (i) federal or state laws, rules, regulations, or guidelines are modified or interpreted in such a way that any Deliverables or services to be provided by Contractor under this Contract are no longer allowable or appropriate for purchase by University or are no longer eligible for the funding proposed for payment authorized by this Contract; (ii) any license or certificate required by law or regulation to be held by Contractor to provide Deliverables under this Contract is denied, revoked, or not renewed for any reason; (iii) if Contractor becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (iv) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by Contractor; or (v) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably to Contractor within ninety (90) calendar days. (d) University may terminate by written notice of default (including breach of contract) to Contractor the whole or any part of this Agreement if: (i) Contractor fails to provide services called for by this Agreement within the time specified in this Agreement or any extension of this Agreement; or (ii) Contractor fails to perform any of the other provisions of this Agreement, or fails to pursue the Work so as to endanger performance of this Agreement in accordance with its term and, after receipt of written notice from University, fails to correct such failures within 10 days or such longer period as University may determine at University’s sole discretion. In addition to the right to terminate, in the event of a default by Contractor under this section, University will have all other rights and remedies at law or in equity.

10. TERMINATION DUE TO NON- APPROPRIATION OF

FUNDS . University may terminate this Contract upon written notice to Contractor if it has not: (a) Received from the Oregon Legislative Assembly appropriations, limitations or expenditure authority, or (b) Received allotments from the Higher Education Coordinating Commission or allotments pursuant to ORS Chapter 291, sufficient to allow University, in the exercise of its reasonable administrative discretion, to pay the amounts of this Contract.

11. REMEDIES . (a) In the event of termination pursuant to Section 9(b), 9(c)(i), or 10, Contractor's sole remedy will be a claim for the sum designated for accomplishing the work multiplied by the percentage of work completed and accepted by University, less previous amounts paid and any claim(s) which University has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor will pay any excess to University upon demand. (b) In the event of termination pursuant to Sections 9(c)(ii) or (d), University will have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under these subsections, the rights and obligations of the Parties will be the same as if the Contract was terminated pursuant to Section 9(b). (c) Upon receiving a notice of termination of this Contract, Contractor will immediately cease all activities under this Contract, unless University expressly directs otherwise in writing. Upon termination, Contractor will deliver to orientation, status as a veteran, or handicap.

University all Work Product, documents,information, works-in-progress and other materials that are or would be deliverables or otherwise the property of University had the Contract been completed.

Upon University's request, Contractor will surrender to anyone University designates, all documents, research or objects or other tangible things needed to complete the work.

12. SUBCONTRACTS AND ASSIGNMENTS.

Notwithstanding anything in Sections 3, 8, or any other reference to subcontractors in this Contract, Contractor will not subcontract, assign, or transfer any of its interest in this Contract without obtaining prior written approval from University, which consent may be withheld by University in its discretion. As a condition to requesting prior written approval, Contractor must provide a written copy of any such proposed assignment or subcontract to University. University's consent to any assignment or subcontract will not relieve Contractor of any of its duties or obligations under this Contract. Any assignment or subcontract in contravention of this Section will be null and void.

13. CONFLICT OF INTEREST. Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner with or prohibit Contractor’s full performance of this Contract.Contractor also covenants that in the performance of this Contract no person having any such interest will be employed. Contractor further covenants that its performance of this Contract will not cause any employee or volunteer of University to violate ORS Chapter 244.

14. LIMITATION OF LIABILITIES. UNIVERSITY WILL

NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES UNDER THIS

CONTRACT,OR (ii) ANY DAMAGES OF ANY SORT ARISING

SOLELY FROM THE TERMINATION OF THIS CONTRACT IN

ACCORDANCE WITH ITS TERMS.

15. WARRANTIES. Unless otherwise stated, all equipment shall be new and current models and shall carry full factory warranties. Contractor warrants all goods delivered to be free from defects in labor, material, and manufacture and to be in compliance with bid specifications. All implied or express warranty provisions of the Uniform Commercial Code (ORS, Chapter 72) are incorporated in this Contract. All warranties shall run to the State.

16. NOTICES. Except as otherwise expressly provided in this Contract, any communications between the Parties or notices to be given under this Contract will be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or University at the address or number set forth on the first page of this Contract, or to such other addresses or numbers as the Parties may from time to time direct in writing. Any communication or notice so addressed and mailed will be deemed to be given five days after mailing. Any communication or notice delivered by facsimile will be deemed to be given when receipt of the transmission is generated by the transmitting machine. To be effective against University, such facsimile transmission must be confirmed by telephone notice to University's supervising representative. Any communication or notice by personal delivery will be deemed to be given when actually delivered.

17. CAPTIONS. The captions or headings in this Contract are for convenience only and in no way affect the meaning or interpretation of this Contract.

18. COMPLIANCE WITH APPLICABLE LAW. Contractor will comply with all applicable federal, state, and local laws, ordinances, regulations, and University policies. Contractor also agrees to comply with all applicable laws prohibiting discrimination on the basis of race, sex, national origin, religion, age, sexual

Last Revised: 4/22/20 Page 2 of 4

. 19. WORKERS’ COMPENSATION. Contractor, its subcontractors, if any, and all employers providing work, labor, or materials under this Contract are suject employers under the Oregon Workers’ Compensation Law, and shall either comply with ORS 656.017, which requires said employers to provide workers’ compensation coverage that satisfies Oregon law for all their subject workers, or shall comply with the exemption set out in 656.126.

20. GOVERNING LAW; JURISDICTION; VENUE. This Contract will be governed and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law.

Any claim, action, or suit between University and Contractor will be brought and conducted solely and exclusively within a Circuit Court located in Jackson County, Oregon. However, if any claim, action, or suit must be brought in a federal forum, it will be brought and conducted exclusively in the United States District Court for the District of Oregon. In no event will any part of this Contract be construed as a waiver by University of its sovereign and governmental immunities. BY EXECUTION OF THIS CONTRACT, CONTRACTOR CONSENTS TO IN PERSONAM JURISDICTION

OF SUCH COURTS.

21. ATTORNEY FEES . In the event a lawsuit of any kind is instituted on behalf of the University to collect any payment due or to obtain performance of any kind under this Contract, Contractor shall pay such additional sums as the court may adjudge as reasonable attorney fees plus all costs and disbursements at trial and on any appeal.

22. PAYMENT. Payment for completion of State of Oregon public university contracts is normally made within 30 days following the date the entire order is delivered and accepted or the date the invoice is received, whichever is later. After 45 days, Contractor may assess overdue account charges up to a maximum rate of two-thirds of one percent per month on the outstanding balance (ORS 293.462).

23. RECYCLED PRODUCTS . Unless expressly otherwise provided for in this Contract,all paper products will be sourced from mills using elemental chlorine-free processes and contain a minimum of 30% post-consumer waste.

24. HAZARD COMMUNICATION. Contractor will notify University prior to using products containing hazardous chemicals to which University employees may be exposed. Products containing hazardous chemicals are those products defined by Oregon Administrative Rules Chapter 437.

25. SAFETY AND HEALTH REQUIREMENTS . Equipment and services supplied 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 Department.

26. DELIVERY. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by Contractor.

Responsibility for loss or damage shall remain with Contractor until final inspection and acceptance when responsibility shall pass to the University except as to latent defects, fraud, and Contractor’s warranty obligations.

27. INSPECTIONS . Goods furnished under this Contract shall be subject to inspection and test by the University at times and places determined by it. If the it finds goods furnished to be incomplete or not in compliance with bid specifications, the University 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 correct such goods within a time deemed reasonable by the University, the University may cancel the order in whole or in part.

28. SURVIVAL. All provisions of this Contract that would reasonably be expected to survive its termination will do so.

29. SEVERABILITY. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with law, the validity of the remaining terms and provisions will not be affected. The Parties agree to attempt to substitute for any illegal or unenforceable provision a valid one that achieves the economic, legal and commercial objectives of the unenforceable provision to the greatest extent possible.

30. SUCCESSORS IN INTEREST. This Contract will be binding upon and will inure to the benefit of the Parties, and their respective successors and assigns.

31. ECONOMIC OPPORTUNITIES. Contractor will, when applicable, have made good faith efforts to work with or obtain materials to be used in performing the Contract from minority-owned, women-owned, and emerging small business enterprises.

32. FOREIGN CORRUPT PRACTICES. Contractor shall comply with all applicable laws relating to anti-corruption or anti-bribery, including, but not limited to, the requirements of the Foreign Corrupt Practices Act of 1977, as amended,(FCPA)(15 U.S.C.

§§78dd-1, et. seq.), regardless of whether contractor is within the jurisdiction of the United States. Contractor shall not, either directly or indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from the University to a public official or any person in violation of the FCPA and/or in violation of any applicable local laws relating to anti-corruption or anti-bribery.

33. FEDERAL PROVISIONS. If this Contract is federally funded in whole or in part, Contractor must comply with all applicable provisions of the Office of Management and Budget’s Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.Further, if Federal Funding Accountability and Transparency Act (FFATA) applies, Contractor is required to submit certain information to University. If Contractor fails to timely submit such required information, University reserves the right to cancel this Contract or, if work has been performed, withhold payment until such required submittals have been received.

34. EXCLUSIVITY. University is not bound by exclusivity provisions.

35. DUAL PAYMENT. Contractor will not be compensated by any other party for work under this Contract.

36. NO THIRD PARTY BENEFICIARIES. University and 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 will be construed to give any benefit or right, whether directly or indirectly, to third persons unless such persons are individually identified by name and expressly described in this Contract as intended beneficiaries.

37. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence under this Contract.

38. FEDERAL TAX IDENTIFICATION NUMBER. All Contractors must furnish upon request a federal tax identification number to Southern Oregon University. Failure to provide this information could result in invoice payments being withheld.

39. FOREIGN CONTRACTOR. If Contractor is not domiciled or registered to do business in the State of Oregon, Contractor will provide to the Oregon Department of Revenue and the Secretary of State, Corporation Division, all information required by those agencies relative to this Contract. Contractor will demonstrate its legal capacity to perform these services in the State of Oregon prior to entering into this Contract.

Last Revised: 4/22/20 Page 3 of 4

40. FORCE MAJEURE. Neither University nor Contractor will be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, public emergencies, or other acts of political sabotage, or war where such cause was beyond, respectively, University or Contractor's reasonable control. Contractor will, however, make all reasonable efforts to remove or eliminate such cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of the Contract.

41. WAIVER. The failure of University to enforce any provision of this Contract will not constitute a waiver by University of that or any other provision.

42. ATTACHMENTS. All attachments, addenda, schedules and exhibits which are referred to in this Contract are incorporated in this Contract.

43. MERGER. THIS CONTRACT CONSTITUTES THE

ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE

NO UNDERSTANDINGS, AGREEMENTS, OR

REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED IN

THIS CONTRACT REGARDING THIS CONTRACT. NO

AMENDMENT, CONSENT, OR WAIVER OF TERMS OF THIS

CONTRACT WILL BIND EITHER PARTY UNLESS IN WRITING

AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT,

CONSENT, OR WAIVER WILL BE EFFECTIVE ONLY IN THE

SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE

GIVEN. CONTRACTOR, BY THE SIGNATURE TO THIS

CONTRACT OF ITS AUTHORIZED REPRESENTATIVE,

ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE

CONTRACT AND CONTRACTOR AGREES TO BE BOUND BY

ITS TERMS AND CONDITIONS.

44. ACCESSIBILITY REQUIREMENTS. Contractor will conform to all applicable Web standards and Web accessibility, specifically WCAG 2.0 (Level A).

45. CONFIDENTIAL INFORMATION. Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Contract, be exposed to or acquire information that is confidential to University or the State of Oregon. Any and all information of any form obtained by Contractor or its employees or agents in the performance of this Contract shall be deemed confidential information of University and of State (“Confidential Information”). Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell assigned, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than in the performance of the Contract, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor agrees that Contractor will not at any time during or after the term of this Contract disclose, directly or indirectly, and Confidential Information to any person, and that upon termination of this Contract, or at University’s request, Contractor will turn over to University all documents, papers and other material in Contractors’ possession which contain Confidential Information.

46. FAMILY EDUCATIONAL RIGHTS AND PRIVACY

ACT. Contractor agrees to protect confidentiality of student information and to comply with the Family Educational Rights and Privacy Act of 1974 (FERPA) and its implementing regulations, specifically 20 U.S.C. 1232g, 34 C.F.R. § 99.1 et seq., UO Policy 571- 020, with respect to any redisclosure of personally identifiable information from education records obtained from the University.

47. AMBIGUITIES. Each party has participated fully in the review and revision of this Contract and neither party shall be considered the “drafter” for the purposes of any rule of construction that might cause any provision to be construed against the drafter of lthe Contract.

48. OREGON PUBLIC RECORDS LAW

Contractor hereby acknowledges that any information it discloses to University, any duty of the University to maintain the confidentiality of such information, or any duty of the University to destroy records upon completion of use, is subject to the provisions of the Oregon Public Records law.

49. EXECUTION AND COUNTERPARTS. This Contract may be executed in counterparts, and via facsimile or electronically transmitted signature (i.e. emailed scanned true and correct copy of the signed Contract), each of which will be considered an original and all of which together will constitute one and the same Contract.

50. ORDER OF PRECEDENCE. These Terms and Conditions are for the provision of goods or services to the University. University Standard Terms and Conditions are referenced in the Purchase Order (PO) or any associated contract incorporating these Terms and Conditions. In the event of a conflict between these Terms and Conditions and such PO or contract, these Terms and Conditions take precedence, unless otherwise required by law or a provision is expressly excluded in the associated PO or contract by precise and specific reference to such provision. Whenever possible all Terms and Conditions are to be integrated. By signing this Contract, the Contractor agrees that, in the event of a conflict, all the terms and conditions of this PSC superseded all preprinted Terms and Conditions on any forms used by the Contractor.

51. TAX COMPLIANCE CERTIFICATION: By signature on the Contract, the authorized representative of the Contractor, as required by ORS 305.385(6), hereby certifies, under penalty of perjury, that the Contractor is not, to the best of the undersigned's knowledge, in violation of any Oregon tax laws. For purposes of this certification, (4) “Tax” means a state tax imposed by ORS 401.792 to

401.816 and 320.005 to 320.150 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620. [1987 c.843 §6; 1997 c.99 §35; 1997 c.170 §16; 2005 c.94 §21]

Last Revised: 4/22/20 Page 4 of 4

SOU Public Improvement General Conditions (2/9/2016)

SOUTHERN OREGON UNIVERSITY (a University with a Governing Board)

GENERAL CONDITIONS

FOR PUBLIC IMPROVEMENT

CONTRACTS

INSTRUCTIONS: The attached S o u t h e r n Oregon University ( S O U ) General Conditions for Public Improvement Contracts ("SOU Public Improvement General Conditions”) apply to all designated public improvement contracts. Changes to the SOU Public Improvement General Conditions (including any additions, deletions or substitutions) should only be made by attaching Public Improvement Supplemental General Conditions. The text of these SOU Public Improvement General Conditions should not otherwise be altered.

Note: All references to Oregon Administrative Rules (“OARs”) previously found in Chapter 580 have been transferred to SOU by operation of law by Senate Bill 270 (2013). They are available at: http://www.sou.edu/policies/oar-ors.html

TABLE OF SECTIONS

SECTION A

GENERAL PROVISIONS

A.1 DEFINITION OF TERMS

A.2 SCOPE OF WORK

A.3 INTERPRETATION OF CONTRACT DOCUMENTS

A.4 EXAMINATION OF PLANS, SPECIFICATIONS, AND SITE

A.5 INDEPENDENT CONTRACTOR STATUS

A.6 RETIREMENT SYSTEM STATUS AND TAXES

A.7 GOVERNMENT EMPLOYMENT STATUS

SECTION B

ADMINISTRATION OF THE CONTRACT

B.1 OWNER’S ADMINISTRATION OF THE CONTRACT

B.2 CONTRACTOR'S MEANS AND METHODS

B.3 MATERIALS AND WORKMANSHIP

B.4 PERMITS

B.5 COMPLIANCE WITH GOVERNMENT…