2-Request for Proposals for Arboricultural Services.pdf

REQUEST FOR PROPOSALS –

ON-CALL ARBORICULTURAL SERVICES

ISSUE DATE

March 30, 2026

PROPOSAL DUE DATE

April 20, 2026, 2:00 p.m. PDT

City of Milwaukie – RFP for Arboricultural Services

TABLE OF CONTENTS

SECTION 1: ANNOUNCEMENT 3

SECTION 2: GENERAL INFORMATION 3

SECTION 3: SCOPE OF WORK 7

SECTION 4: PROPOSER AND PROPOSAL REQUIREMENTS 8

SECTION 5: EVALUATION AND SELECTION 9

SECTION 6: CONTRACT REQUIREMENTS 10

ATTACHMENT A: SAMPLE CONTRACT 11

SECTION 1: ANNOUNCEMENT

The City of Milwaukie (City) is seeking competitive proposals from qualified and experienced contractors for professional tree care and arborist services for the City on an as needed basis. Services include, but are not limited to, tree condition and risk assessment, removal, planting, pruning, mitigative treatment application, emergency tree service and stump removal, site inspection, tree inventories, cabling/bracing services, and plant healthcare. Proposers should possess strong qualities in communication, timeliness and competency. A complete description of services is provided under Section 3 of this document.

City utilizes Bonfire Interactive for its eProcurement solution (Procurement Portal). To access the solicitation documents, be added to the distribution list for this solicitation’s automatic notices, and to submit proposals electronically, please visit https://milwaukieoregon.bonfirehub.com/.

To assist with registration and submission of responses, and to learn how to get started with Bonfire, watch this 5-minute training video. For questions or technical support when using the platform, access the online vendor help center, search frequently asked questions, or contact the Bonfire support team at support@gobonfire.com.

City’s expectation of any contractor it contracts with is that the contractor’s values align with the City’s values of highly ethical conduct, fiscal responsibility, respect for the City and others, and responsiveness to the City’s customers.

City is committed to ensuring equity and fairness in its contracting and purchasing process and increasing opportunities for minority-owned, women-owned, veteran-owned, and emerging small businesses enterprises. Furthermore, the City strongly encourages its contracted contractor to utilize these businesses when providing subcontractor services and materials under the awarded contract.

Proposals must be submitted electronically through the Procurement Portal. Proposals will be received until 2:00 p.m. PDT on Monday, April 20, 2026, for the purpose of selecting a proposal who evidences the highest level of quality performance and technical competence in their services. Proposals submitted after this deadline will not be accepted.

SECTION 2: GENERAL INFORMATION

2.1 City Information

Milwaukie is a community where residents, businesses, and city government work together to ensure that the community retains its character, natural beauty, and thriving engagement. City serves a population of over 20,000 and provides a rich and vibrant atmosphere and is close to the region’s business core and urban amenities. Additional information regarding other city services and programs may be found on the City’s website at https://www.milwaukieoregon.gov/.

City of Milwaukie is a full‐service municipality that operates under a council-manager form of government. The four elected councilors and the elected mayor comprise the City Council and act as representatives of the Milwaukie residents. City Council sets policies for city government, enacts ordinances and hires, directs and evaluates the city manager, city attorney, and municipal judge. In turn, the city manager is the City's chief executive officer, responsible for overall management and administration.

Various municipal services are provided by city employees and headed by the city manager. City operates and maintains its own police department, municipal court, building inspections, water, wastewater and stormwater utilities, street operations, planning and engineering services, fleet management, and public library.

https://milwaukieoregon.bonfirehub.com/portal/?tab=openOpportunities https://vendorsupport.gobonfire.com/hc/en-us/articles/6796500613655-Vendor-Registration-and-Submission-VIDEO-mailto:support@gobonfire.com https://www.milwaukieoregon.gov/

2.2 Issuance of RFP Documents

Request for Proposals (RFP) documents may be obtained at no cost from the Procurement Portal at https://milwaukieoregon.bonfirehub.com/. Proposers will be required to log in to access the solicitation documents, ask questions, and submit a proposal.

All questions and clarifications for this RFP must be addressed through the Procurement Portal by clicking on Messages and then the Public Q&A tab within the desired solicitation.

2.3 Schedule of Events

City anticipates the following general timeline for receiving and evaluating proposals. This schedule is subject to change if it is in the City’s best interest to do so.

• RFP release March 30, 2026

• Deadline for changes/clarifications/questions April 6, 2026 2:00 p.m. PDT

• Deadline for protests of solicitation April 6, 2026 2:00 p.m. PDT

• Deadline to issue addenda April 9, 2026 2:00 p.m. PDT

• Proposals due April 20, 2026 2:00 p.m. PDT

• Evaluations of proposals complete April 27, 2026

• Posting of notice of intent to award April 28, 2026

2.4 Changes to Solicitation by Addenda

City reserves the right to make changes to this RFP by written addenda. Addenda will be sent to all prospective proposers known to have obtained the solicitation documents at the time addenda is issued, as well as be posted publicly on the solicitation page of the Procurement Portal.

Proposers should consult the Procurement Portal regularly until the due date to ensure no addendum announcements have been missed. By submitting a proposal, each proposer agrees that it accepts all risks, and waives all claims associated with or related to its failure to obtain addendum information.

Proposer may request a change in the RFP by submitting a request through the Public Q&A tab in the Procurement Portal. The request must specify the provision of the RFP in question and contain an explanation of the requested change. All requests for changes to the RFP must be submitted to the City no later than the changes and questions deadline set forth in Subsection 2.3.

City will evaluate any request submitted but reserves the right to determine whether to accept the requested change. Changes that are accepted by the City will be issued in the form of an addendum to this RFP. All addenda will have the same binding effect as though contained in the main body of this RFP. Written or oral instructions or information concerning the scope of work given out by anyone other than the City’s Finance Department or through the Procurement Portal will not bind the City.

No addenda will be issued later than the date set in Subsection 2.3, except an addendum, if necessary, postponing the date for receipt of proposals, canceling the invitation, or modifying elements of the RFP resulting from delayed process. Each proposer is responsible for obtaining all addenda prior to submitting a proposal. Receipt of each addendum must be acknowledged in writing on the Standard Proposal Form as part of the proposal.

2.5 Cancellation

City reserves the right to cancel the contract award at any time before execution of the contract by both parties if cancellation is deemed to be in the City’s best interest. In no event will the City have any liability for the cancellation of contract award.

2.6 Late Proposals

All proposals that are not received by the submission deadline will not be accepted. The Procurement Portal will automatically block submissions at the exact time the RFP closes.

https://milwaukieoregon.bonfirehub.com/portal/?tab=openOpportunities

2.7 Disputes

In case of any doubt or differences of opinion as to the items or service to be furnished hereunder, or the interpretation of the provisions of this RFP, the decision of the City will be final and binding upon all parties.

2.8 Interpretation of RFP Documents

Proposer will promptly notify the City of any ambiguity, inconsistency or error, which they may discover upon examination of the solicitation documents, plans, or specifications. Proposers requiring clarification or interpretation of the solicitation documents may submit a written request through the Procurement Portal. Such notification must also be made in sufficient time for the City to make any necessary modifications and issue addenda to proposers prior to submission deadline.

City will make interpretations, corrections, or changes to the solicitation documents by published addenda in accordance with Subsection 2.4. Interpretations, corrections, or changes to the proposal documents made in any other manner will not be binding, and proposer will not rely upon such interpretations, corrections and changes.

2.9 Competition

Proposers are encouraged to comment, in writing, on any specification or requirement within this RFP which the proposer believes will inordinately limit competition.

All complaints or perceived inequities related to this RFP must be submitted to Procurement@milwaukieoregon.gov. Such submittals will be reviewed upon receipt.

2.10 Cost of RFP and Associated Responses

City is not liable for any costs incurred by a proposer in the preparation and/or presentation of a proposal.

City is not liable for any cost incurred by the proposer in protesting the City’s selection decision.

2.11 Requests for Clarification, Additional Research, and Revisions City reserves the right to obtain clarification of any point in a proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a proposer to respond to such a request for additional information or clarification may result in a finding that the proposer is non-responsive and consequent rejection of the proposal.

City may obtain information from any legal source for clarification of any proposal or for information of any proposer. City need not inform the proposer of any intent to perform additional research in this respect or of any information thereby received.

City may perform, at its sole option, investigations of the responsible proposer. Information may include, but will not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public records and may be disclosed accordingly.

City reserves the right to request revisions of proposals after the submission of proposals and before award for the purpose of obtaining best offers or best and final offers.

2.12 Solicitation Protest Procedures

Any and all complaints regarding this solicitation must be presented by the solicitation protest deadline, as identified in Section 2.3. City will address all timely submitted protests within a reasonable time following the City’s receipt of the protest and will issue a written decision to the protesting proposer.

Protests must include “Reference #: RFP-2026-053 - Solicitation Protest” in the email subject line and be sent to Procurement@milwaukieoregon.gov.

Protests must include:

A. The identity of the proposer;

B. A clear reference to this RFP;

mailto:Procurement@milwaukieoregon.gov mailto:Procurement@milwaukieoregon.gov

C. Reason for the protest;

D. Proposed changes to the RFP provisions and/or statement of work; and E. All required information as described in Oregon Revised Statutes (ORS) 279B.405(4).

Protests that do not include the required information will not be considered.

2.13 Rejection of Proposals

City reserves the right to reject any or all proposals received as a result of this RFP. Proposals may be rejected for one or more of the following reasons, including but not limited to:

A. Failure of proposer to adhere to one or more of the provisions established in this RFP.

B. Failure of proposer to submit a proposal in the format specified.

C. Failure of proposer to submit a proposal within the time requirements.

D. Failure of proposer to adhere to ethical and professional standards before, during, or following the procurement process.

City may reject any proposal not in compliance with all prescribed public procurement procedures and requirements, and may reject for good cause any or all proposals upon findings by the City that it is in the public interest to do so.

2.14 Modification or Withdrawal of Proposal

A proposal may not be modified, withdrawn, or canceled by the proposer for 60 calendar days following the submission deadline.

Proposals submitted early may be modified or withdrawn prior to the submission deadline by retrieving it through the Procurement Portal. Modified or withdrawn proposals may be resubmitted up to the submission deadline, provided that they are fully in conformance with these RFP requirements.

2.15 Proposal Ownership

All proposals submitted become and remain the property of the City, and as such, are considered public information and subject to public disclosure within the context of the federal Freedom of Information Act and ORS 192.345 and 192.355.

All information submitted by proposers will be public record and subject to disclosure pursuant to the Oregon Public Records Act, except such portions of the proposals for which proposer requests exception from disclosure consistent with Oregon Law. All requests must be in writing, noting specifically which portion of the proposal the proposer requests exception from disclosure. Proposer will not copyright, or cause to be copyrighted, any portion of any said document submitted to the City as a result of this RFP.

Proposer should not mark the entire proposal document “confidential.”

Unless certain pages or specific information are specifically marked “proprietary” and qualify within the context of the regulations stated in the preceding paragraphs, the City will make available to any person requesting information through the process for disclosure of public records, any and all information submitted as a result of this RFP without obtaining permission from any proposer only after the notice of intent to award the contract has been issued.

2.16 Duration of Proposal

Proposal prices, terms and conditions will be firm for a period of at least 60 days from the proposal due date. The successful proposal will not be subject to price escalation or changes of terms if accepted by the City during the 60-day period. Price decreases or changes in terms by others after the acceptance of a proposal will not be considered.

2.17 Affirmative Action/Nondiscrimination

By submitting a proposal, the proposer agrees to comply with the Fair Labor Standard Act, Civil Rights Act of 1964, Executive order 11246, Fair Employment Practices, Equal Employment Opportunity Act, Americans with Disabilities Act, and Oregon Revised Statutes. Additionally, the proposer specifically certifies, under penalty of perjury, that the proposer has not discriminated against minority-owned, women-owned, veteran-owned businesses or emerging small business enterprises in obtaining any required subcontracts.

SECTION 3: SCOPE OF WORK

3.1 Term of Service

The term of the contract will be for a period of five (5) years, commencing on the date of execution.

3.2 Scope of Work

Proposer shall provide professional tree care and arborist services for the City on an as needed basis. Services include, but are not limited to, tree condition and risk assessment, removal, planting, pruning, mitigative treatment application, emergency tree service and stump removal, site inspection, tree inventories, cabling/bracing services, and plant healthcare.

Proposer shall provide all labor, tools, and equipment necessary to complete each project.

Specific timelines and deliverables will be identified by both parties with each task order.

Proposer shall be responsible for securing permits, traffic control devices and/or flagging when required.

Proposer shall provide thorough cleanup of debris on each project and strive to minimize the impact to surrounding vegetation.

3.3 Prevailing Wage Rates

The work under the awarded contract is to be paid for by public funds. The contract will be subject to the state prevailing wage rates under ORS 279C.800 to 279C.870, as the total cost of work exceeds $50,000.

Unless otherwise exempt, contractor and any subcontractors must pay workers in each trade or occupation that contractor or its subcontractors or other person who is a party to the contract uses in performing all or a part of the contract not less than the applicable minimum Oregon prevailing wage rates in accordance with ORS 279C.838 and ORS 279C.840. The applicable Oregon minimum prevailing wage rates are contained in the publication Prevailing Wage Rates For Public Works Contracts in Oregon at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx), and are incorporated herein for the duration of the awarded contract as of the date this RFP was released. All project work will take place in Clackamas County, Oregon.

By submitting a proposal, proposer certifies that in accordance with the provisions of ORS 279C.838 and 279C.840, the hourly rate of wage to be paid to workers upon contracts greater than $50,000 will not be less than the prevailing wage for an hour’s work in the same trade or occupation in the locality where the labor is performed.

3.4 Public Works Bond

Contractor and every subcontractor must have a public works bond in the amount of $30,000 filed with the Oregon Construction Contractors Board before starting work on the contract, unless exempt under ORS 279C.836 (4), (7), (8) or (9).

https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

SECTION 4: PROPOSER AND PROPOSAL REQUIREMENTS

4.1 Proposal Submittal

Proposals must be type-written with body text consisting of a 10- or 11-point font. Proposals and any attachments must be submitted electronically through the Procurement Portal. A person authorized to make such a commitment on behalf of the proposing contractor must sign the proposal. Proposals must be submitted by the deadline. Phone, facsimile, mail delivery, email delivery, and in-person proposals will not be accepted. There will be no formal opening of proposals.

Proposals must be submitted by 2:00 p.m. PDT, on Monday, April 20, 2026 through the Procurement Portal.

4.2 Proposer Requirements

Proposing contractors must meet the following minimum requirements:

A. Must be a legal entity, currently registered to do business in the State of Oregon (per ORS 60.701);

B. Must have been in business for at least five (5) years;

C. Must be currently registered with the Oregon Construction Contractors Board (CCB) as required by ORS 701.021; and

D. Proposer shall not be listed on BOLI’s list of persons/contractors having violated prevailing wage rate laws per ORS 701.227.

4.3 Proposal Requirements

The following items are a minimum content requirement of a proposal submitted in response to this RFP:

A. Proposal Describe your experience and knowledge in providing the requested services. Describe your capabilities and resources, including qualifications of key staff that will likely provide these services to the City. Describe your experience and competence with governmental and municipal agencies. Include a description of your company’s organizational framework, special resources, and any other information to demonstrate that you can effectively and efficiently provide the requested services.

B. Pricing Proposers are required to add their proposed pricing directly within the Procurement Portal as part of their submission. Proposers will complete the required pricing for each requested item.

Pricing shall include profit, fringe benefits, overhead, and administrative costs for the following:

1. Cost per Hour- Regular work hours (Monday through Friday, 7am-5pm)

2. Cost per Hour – After hours and/or weekends

3. Emergency Call Back Charge (within 4 hours)

4. Percentage of Materials Markup

5. Vehicle charges (if any)

6. Average response time

7. Number of employees available for projects

C. Standard Proposal Form Complete and sign the form to certify representation in the submitted proposal is accurate and true. This required form is uploaded separately in the Procurement Portal. This form also indicates whether or not the proposing business is certified with the State of Oregon’s Certification Office for Business Inclusion and Diversity.

SECTION 5: EVALUATION AND SELECTION

5.1 General

Each proposal will be judged on its completeness and quality of its content. City reserves the right to reject any and all proposals, negotiate individually with one or more proposers, or to select one or more proposers if it is determined to be in the best interest of the City. All proposals will become part of the public file, without obligation to the City. Upon completion of evaluations and interviews (if applicable), the City intends to negotiate a contract with the proposer whose proposal is deemed to be most advantageous to the City.

5.2 Evaluation Group

A panel will be comprised of at least three (3) city staff members (Evaluation Group). The role of the Evaluation Group is to evaluate all responsive proposals and select from the respondents a minimum of three (3) proposals that evidence the highest level of qualification. If interviews are scheduled for this solicitation, the top selected proposers will be invited to interview with the Evaluation Group.

Scoring of the top selected proposals will be completed covering all areas listed in Subsection 4.3. If additional information is deemed necessary as part of the evaluations, such information will be solicited to allow the Evaluation Group to complete the evaluation process.

5.3 Evaluation Criteria

In accordance with Subsection 4.3, the criteria listed below will be used to determine the apparent successful proposer. Proposals will be scored by the Evaluation Group as follows:

A. Qualifications (50 points)

B. Pricing (30 points)

C. COBID Certification (20 points)

5.4 Ranking of Proposals

Evaluation Group will verify minimum compliance with the requirements of this RFP and evaluate all responsive proposals and score accordingly for criteria per Subsection 5.3(A-C). Scoring will be averaged based on the number of Evaluation Group members to identify the top proposers. City reserves the right to select from the highest scored proposals a minimum of three (3) proposals that exhibit the highest level of qualification and invite those proposers to interview.

After interviews are complete, the final scores from both rounds of evaluation will be combined. If interviews are not held, then final scores from the single round of evaluation will be tallied.

Proposals will be ranked based on evaluation of responses with the highest-ranked proposal being that proposer which is deemed to be the most appropriate and fully able to perform the services, and the second highest-ranked proposal being the second proposer most appropriate, all in the sole judgment of the Evaluation Group. Any proposal in response to this RFP will be considered de facto permission to the City to disclose the results, when completed, to selected reviewers at the sole discretion of the City.

5.5 City’s Rights Reserved

City reserves the right to:

A. Select one or more proposers for award;

B. Waive any or all irregularities or minor informalities in a submitted proposal;

C. Award any or all parts of a proposal; and

D. Request references and other data to determine responsiveness.

5.6 Intent to Award

Upon completion of evaluations, the City will publish a notice of intent to award the contract to the proposer who best meets the overall needs of the City. The notice will be published publicly through the Procurement Portal.

5.7 Protest of Award

In accordance with the City’s Public Contracting Rule 30.130(C) and ORS 279B.410, any adversely affected or aggrieved proposers has seven (7) calendar days from the date of the published notice of intent to award to file a written protest. The protest must specify the grounds upon which the protest is based.

UNCEMENT\

SECTION 6: CONTRACT REQUIREMENTS

6.1 Contract

The selected proposer will be asked to sign a public works contract with the City for an amount not to exceed $250,000. A sample contract is attached as part of these RFP documents. City will require specific levels of insurance, a Milwaukie (or Oregon Metro) business registration, and a federal tax identification number. Written objections (if any) to the sample contract should be included in the proposal, as the City prefers to review content of any such objection or request during the evaluation process.

6.2 Contract Negotiations

City reserves the right to negotiate final terms of the contract as the City determines it to be in its best interest. City will begin negotiations once the Evaluation Group has chosen the highest-ranked proposer and the notice of intent to award has been issued. If the City cannot come to terms with the highest-ranked proposer, the City will formally terminate negotiations and enter into negotiations with the second highest-ranked proposer. This process will continue until the City reaches an agreement in which the City deems appropriate for the services or determines a new competitive solicitation is necessary.

6.3 Contract Award

The award of a contract is accomplished by executing a written services agreement that incorporates elements of the solicitation, proposal, clarifications, addenda, and additions. All such materials constitute the complete contract documents. City Council may be required to authorize the award of contract at a regular session.

ATTACHMENT A

SAMPLE PUBLIC WORKS CONTRACT

WITH THE CITY OF MILWAUKIE, OREGON

FOR ARBORICULTURAL SERVICES

THIS PUBLIC WORKS CONTRACT (“Contract”) is made and entered into by and between the City of Milwaukie, a municipal corporation of the State of Oregon, hereinafter called “City,” and [Contractor’s Name], a(an) [State] [ corporation/partnership], hereinafter called “ Contractor,” duly authorized to perform such services in Oregon. City and Contractor may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS the City requires goods and services for Arboricultural Services; and

WHEREAS the accomplishment of the work described in this Contract is necessary and essential to the City; and

WHEREAS the City has determined that the Contractor is qualified and capable of performing the required work under those terms and conditions set forth.

THEREFORE, the Parties agree as follows:

1. SERVICES TO BE PROVIDED

Contractor shall perform services as specified in the Scope of Work (Exhibit A) and in accordance with the terms and conditions set forth in this Contract.

2. EFFECTIVE DATE AND DURATION

This Contract shall become effective upon the date of execution by the City, and shall expire, unless otherwise terminated or extended, on May 1, 2031. All work under this Contract shall be completed prior to the expiration of this Contract.

3 . COMPENSATION

Compensation shall not to exceed two hundred fifty thousand dollars ($250,000) for performance of the work provided hereunder, which payment shall be based upon the following applicable terms:

A. Contractor shall prepare and submit an invoice for services rendered and materials furnished in accordance with the applicable project specifications as a request for payment duly verified by the Contractor's Representative. City shall not be responsible for payment of any materials, expenses or costs other than those which are specifically included in Exhibit A.

B. Payment will be made in installments based on Contractor’s invoice, subject to the approval of the City, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. Payment terms shall be net 30 days from date of invoice.

C. Payment by the City shall release the City from any further obligation for payment to Contractor for services performed or expenses incurred as of the date of the statement of services. Payment of installments shall not be considered acceptance or approval of any work or waiver of any defects therein.

D. Contractor shall include proof of payment to any and all subcontractors and suppliers with each statement submitted to the City. City shall retain the right to withhold payments if the required proof of payment to subcontractors and suppliers is not included with the statement.

E. Where applicable, Contractor must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this Contract. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against City or any subdivision of City on account of any labor or material to be furnished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

F. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims.

G. If labor is performed under this order, then no person shall be employed for more than ten (10) hours in any one day, or forty (40) hours in any one week, except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, the laborer shall be paid at least time and a half for all overtime in excess of eight (8) hours in any one day or forty (40) hours in any one week when the workweek is five consecutive days, Monday through Friday, or ten (10) hours in any one day and or forty (40) hours in any one week when the workweek is four consecutive days, Monday through Friday and for all work performed on Saturday and on any legal holiday as specified in ORS 279C.540.

H. No City employee shall be required to work overtime or on a Saturday, Sunday or holiday in the fulfillment of this Contract except where the Contractor agrees to reimburse the City in the amount of money paid the employee for such work as determined by state law, the City's personnel rules or union agreement. The Contractor shall require every subcontractor to comply with this requirement.

I. City certifies that sufficient funds are available and authorized for expenditure to finance costs of this Contract.

4. PREVAILING WAGE

If the contract price exceeds $50,000 and this Contract is not otherwise exempt, workers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838 and ORS 279C.840. The applicable State of Oregon prevailing wage rates are contained in the publication Prevailing Wage Rates For Public Works Contracts in Oregon at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx in effect as of January 5, 2026 and February 18, 2026. Contractor and every subcontractor shall pay the applicable prevailing wage rates for the duration of this Contract. All work will take place in Clackamas County, Oregon.

For contracts $50,000 or greater, City shall pay a fee to the Bureau of Labor and Industries.

5. PUBLIC WORKS BOND

Contractor and every subcontractor must have a public works bond filed with the Oregon Construction Contractors Board before starting work on the project, unless exempt under ORS 279C.836 (4), (7), (8) or (9).

6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR

Contractor certifies that:

A. Contractor acknowledges that for all purposes related to this Contract, Contractor is and shall be deemed to be an independent Contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx amounts paid to Contractor under the terms of this Contract, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding.

B. The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest, has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Contract, except as specifically declared in writing.

C. If this payment is to be charged against Federal funds, Contractor certifies that it is not currently employed by the Federal Government and the amount charged does not exceed the normal charge for the type of service provided.

D. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System.

E. Contractor certifies that it currently has either a City of Milwaukie or an Oregon Metro business license, or will obtain one prior to delivering services under this Contract. A business license is required for the duration of this Contract.

F. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265.

7. CONTRACTOR - PAYMENT OF BENEFITS

A. Contractor or the Contractor's Surety, and every subcontractor or the subcontractor’s Surety, shall file certified statements with the City in writing on a form prescribed by the Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage paid each worker which the Contractor or the subcontractor has employed upon such public work, and further certifying that no worker employed upon such public work has been paid less than the prevailing rate of wage or less that the minimum hourly rate of wage specified in the contract, which certificate and statement shall be verified by the oath of the Contractor or the Contractor's Surety, or subcontractor or the subcontractor’s Surety, that the Contractor or subcontractor has read such statement and certificate and knows the contents thereof and that the same is true to the Contractor's or subcontractor’s knowledge.

1) The certified statements will set out accurately and completely the payroll records, including the name and address of each worker, the worker's correct classification, rate of pay, daily and weekly number of hours worked, and the gross wages the worker earned during each week identified in the certified statement.

2) Each certified statement required herein shall be delivered or mailed by the Contractor or subcontractor to the City. A true copy of the certified statements shall also be filed at the same time with the Commissioner of the Bureau of Labor and Industries. Certified statements shall be submitted as set forth in ORS 279C.845.

8. CONTRACTOR'S EMPLOYEE MEDICAL PAYMENTS

Contractor agrees to pay promptly as due, to any person, co-partnership, association or corporation furnishing medical, surgical, and hospital care or other needed care and attention incident to sickness or injury to the Contractor's employees, of all sums which the Contractor agreed to pay for such services and all money and sums which the Contractor collected or deducted from employee wages pursuant to any law, contract or agreement for the purpose of providing or paying for such service.

9. SUBCONTRACTS - ASSIGNMENT & DELEGATION

Contractor shall submit a list of subcontractors for approval by the City, and Contractor shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and the City.

This Contract, and all of the covenants and conditions hereof, shall inure to the benefit of and be binding upon the City and the Contractor respectively and their legal representatives. Contractor shall not assign any rights nor delegate any duties incurred by this Contract, or any part hereof without the written consent of City, and any assignment or delegation in violation hereof shall be void.

10. OWNERSHIP OF WORK PRODUCTS

All work performed by Contractor under this Contract shall be the property of the City.

11. INDEMNIFICATION

Contractor shall defend, indemnify, and hold harmless the City, its officers, agents, employees, and volunteers from any and all liability, claims, demands, judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the investigation and defense thereof, of whatever nature, resulting from or arising out of the activities of the Contractor or its subcontractors, agents, or employees under this Contract, except liability arising out of the sole negligence of the City and its employees. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification.

12. INSURANCE

Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all activities of the Contractor arising directly or indirectly out of Contractor’s work performed hereunder, including the operations of its subcontractors of any tier. Such insurance shall be primary and non-contributory.

The policy or policies of insurance maintained by the Contractor and its subcontractor shall provide at least the following limits and coverage:

A. Commercial General Liability Insurance

Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance covering bodily injury and property damage on an occurrence form. This coverage shall include Contractual Liability insurance for the indemnity provided under this Contract. The following insurance will be carried:

Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate 2,000,000 Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Damage to Rented Premises (each occurrence) 500,000 Medical Expense (any one person) 5,000

B. Commercial Automobile Insurance Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of this contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles. The combined single limit per occurrence shall not be less than $1,000,000.

C. Workers’ Compensation Insurance Contractor, its subcontractors, if any, and all employers providing work, labor or materials under this Contract who are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide workers’ compensation coverage for their workers that complies with ORS 656.126. Employer’s Liability Insurance with coverage limits of not less than $500,000 each accident shall be included.

D. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies shall include the City, its officers, agents, employees and volunteers as additional insureds with respect to this Contract.

E. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Contractor shall furnish a certificate of liability insurance to the City. This Contract shall not be effective until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this Contract. A renewal certificate will be sent to the below address no less than ten (10) days prior to coverage expiration.

Certificates of insurance should read “Insurance certificate pertaining to contract for Arboricultural Services.” City of Milwaukie, its officers, agents and employees shall be added as additional insureds with respects to this Contract. “Insured coverage is primary” should read in the description portion of certificate.

F. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City.

G. Primary Coverage Clarification The Parties agree that Contractor’s coverage shall be primary to the extent permitted by law. The Parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section.

H. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in general liability policy.

A certificate in a form satisfactory to the City that certifies the issuance of such insurance shall identify the City as the certificate holder and be forwarded to:

City of Milwaukie Attn: Finance 10501 SE Main Street Milwaukie, Oregon 97222 Procurement@milwaukieoregon.gov

Such policies or certificates must be delivered to and accepted by the City prior to commencement of work. The procuring of such required insurance shall not be construed to limit Contractor’s liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this Contract.

13. METHOD & PLACE OF SUBMITTING NOTICE, BILLS AND PAYMENTS

A. All invoices shall be provided in writing and given by personal delivery, mail, or email. Payments may be made by check or electronic transfer. The following addresses shall be used to transmit invoices, payments, and other financial information, and when so addressed shall be deemed given upon deposit in the United States mail or postage prepaid. In all other instances, invoices and payments shall be deemed given at the time of actual delivery. Changes may be made to the addresses of the departments to whom invoices and payments are to be given by giving written notice pursuant to this paragraph.

City – Accounts Payable Contractor – Accounts Receivable

10501 SE Main Street Milwaukie, Oregon 97222

[insert address]

Phone: 503.786.7535 Phone: [insert #] Email: ap@milwaukieoregon.gov Email: [insert address]

B. All notices and project correspondence shall be provided in writing and given by personal delivery, mail, or email. The following addresses shall be used to transmit notices and project-related information, and when so addressed shall be deemed given upon deposit in the United States mail or postage prepaid. In all other instances, notices and correspondence shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices and correspondence are to be given by giving written notice pursuant to this paragraph.

City – Project Manager Contractor – Project Manager Attn: [project manager name] Attn: [project manager name] 6101 SE Johnson Creek Blvd Milwaukie, Oregon 97206

[insert address]

Phone: 503.786.7### Phone: [insert #] Email: XXXX@milwaukieoregon.gov Email: [insert address]

14. MERGER

This writing is intended both as a final expression of the contract between the Parties with respect to the included terms and as a complete and exclusive statement of the terms of the contract. No modification of this Contract shall be effective unless and until it is made in writing and signed by both Parties.

15. TERMINATION WITHOUT CAUSE

At any time and without cause, City shall have the right, in its sole discretion, to terminate this Contract by giving notice to Contractor. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered to the date of termination.

16. TERMINATION WITH CAUSE

A. City may terminate this Contract effective upon delivery of written notice to Contractor, or at such later date as may be established by City, under any of the following conditions:

1) If City funding from federal, state, local, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Contract may be modified to accommodate a reduction in funds.

2) If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract.

3) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Contract is for any reason denied, revoked, or not renewed.

4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor.

Any such termination of this Contract under paragraph (a) shall be without prejudice to any obligations or liabilities of either Party already accrued prior to such termination.

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

1) If Contractor fails to provide services called for by this Contract within the time specified herein or any extension thereof;

2) If 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 City, fails to correct such failures within ten (10) days or such other period as City may authorize; or

3) If the City determines at any time during the term of this Contract that the Contractor, or a subcontractor, to which the City awarded this Contract, in whole or in part, is no longer or was never compliant with certification by the State of Oregon’s Certification Office for Business Inclusion and Diversity.

The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

If City terminates this Contract under paragraph (B), Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Contract as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any, sustained by City due to breach of contract by Contractor. Damages for breach of contract shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.

17. ACCESS TO RECORDS

City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Contract for the purpose of making audit, examination, excerpts and transcripts.

18. FORCE MAJEURE

Neither City nor Contractor shall be considered in default because of any delays in completion and responsibilities due to causes beyond the control and without fault or negligence on the part of the Parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, pandemic, public health emergency, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the Parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other Party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each Party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the contract.

19. NON-WAIVER

The failure of City to insist upon or enforce strict performance by Contractor of any of the terms of this Contract or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion.

20. NON-DISCRIMINATION

Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with Disabilities Act of 1990, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws.

21. ERRORS

Contractor shall perform such additional work as may be necessary to correct errors in the work required under this Contract without undue delays and without additional cost.

22. AMENDMENTS

Only the City’s Public Works Director or designee may authorize changes to this Contract. Contractor shall request in writing an amendment to the contract before additional services are provided and before compensation…