Addendum 04 ITB 00002676 Address Exceptions and Deviations.pdf

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Procureme nt Se rvices City O p erations City of Portland , Oregon

@PortlandGov portlandgov

PortlandORGov

January 16, 2026

ADDENDUM NO. 04

ITB No. 00002676

FOR

Elevator Modernization Services

Responses Due: January 23, 2026 By: 4:00 pm

This Addendum provides changes to the specifications for the above-entitled project to be considered by each respondent. Any changes made by this Addendum to said specifications offset only the portion of the words or paragraphs specifically mentioned herein, and the balance of the specifications remain in full force. It is the responsibility of all respondents to conform to this addendum.

This Addendum shall:

1. Remove Exhibit A - ITB 00002676 Elevator Modernization Services Contract and replace it with the document titled Updated Exhibit A - ITB 00002676 Elevator Modernization Services Contract to reflect bidder requested exceptions and deviations.

2. Add the pre-bid meeting attendance list as an attachment to this solicitation.

3. Address the bidder requested contract exceptions and deviations in the table below.

Request No.

Requested Exceptions and Deviations

Contract Section 1 Definitions: Force Majeure

Requested Modification Update Section 1 Definition of Force Majeure to read the following:

“Force Majeure Event” (8/20) means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that Party and that prevents a Party from complying with any of its obligations under this Contract, neither party shall be liable for any loss, damage or delay nor be found to be in default or breach due to any cause beyond it’s reasonable control including, but not limited to, acts of God or nature;

fire; explosion; theft; floods; water; weather; traffic conditions; transportation, material or labor disruptions; epidemic, pandemic, quarantine or other local, state, or federal government action in response thereto; sabotage; cyber-security; national emergency; act of terrorism; earthquake; riot; civil commotion; war; vandalism; national or local labor strikes, Sylvester Donelson, Jr. Sara Morrissey Michael Jordan Chief Procurement Officer Deputy City Administrator Chief Administrative Officer https://twitter.com/PortlandGov https://www.instagram.com/PortlandGov/ https://www.facebook.com/PortlandORGov

Page | 2 lockouts, other labor disputes; misuse, abuse, neglect, mischief, or work by others (collectively “Causes Beyond Reasonable Control”).”

City of Portland Response The City rejects this modification to the Contract and will keep the current language.

Contract Section

3.4.3 Late Delivery

Requested Modification Update Section 3.4.3 Late Delivery to read: “Under no circumstances shall either party be liable for special, indirect, or consequential damages of any kind including, but not limited to, loss of goodwill, loss of business opportunity, additional financing costs or loss of use of any equipment or property. This limitation of liability also applies to indemnity of third-party claims.”

City of Portland Response The City accepts this change and will reflect the updated language in the Attachment Updated Exhibit A - ITB 00002676 Elevator Modernization Services Contract provided with this Addendum.

Contract Section 3.8-3.9 Records and Audits

Requested Exception Add the following language to Section 3.8-3.9: “Contractor does not agree to any inspection, audit, or copy of an of Contractor confidential, proprietary, or trade secret information, data, or documents including, without limitation, financials.”

City of Portland Response The City rejects this modification to the Contract and will keep the current language.

Contract Section

5.2 Grant Funding

Requested Modification Remove Section 5.2 Grant Funding from Exhibit A - ITB 00002676 Elevator Modernization Services Contract

City of Portland Response The City accepts this change and will reflect the removal of Section 5.2 Grant Funding in the Attachment Updated Exhibit A - ITB 00002676 Elevator Modernization Services Contract provided with this Addendum.

Contract Section

6.1 Hold Harmless and Indemnification Subsection 6.1.1

Requested Exception Update Subsection 6.1.1 to read: “Contractor shall indemnify, defend and hold harmless the City of Portland, its officers, agents, and employees from all claims, demands, suits, and actions for all losses, damages, liabilities, costs and expenses (including all attorney's fees and costs), caused by the negligent acts, willful misconduct, resulting from or arising out of the actions, errors, or omissions of Contractor or its officers, employees, Subcontractors, or agents under this Contract.”

City of Portland Response The City shall modify Subsection 6.1.1 to read, “"Contractor shall indemnify, defend and hold harmless the City of Portland, its officers, agents, and employees from claims, demands, suits, and actions for all losses, damages, liabilities, costs and expenses (including all

Page | 3 attorney's fees and costs), resulting from or arising out of the wrongful actions, errors, or omissions of Contractor or its officers, employees, Subcontractors, or agents under this Contract." This update will be reflected in the Attachment Updated Exhibit A - ITB 00002676 Elevator Modernization Services Contract provided with this Addendum.

Contract Section

5.14 Ownership of Property

Requested Modification Update Section 5.14 Ownership of Property to Read: Ownership of Property. All work product produced by the Contractor under this Contract is the exclusive property of the City.

“Work Product” includes, but is not limited to: research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form, but only to the extent that the foregoing are specifically developed by the Contractor solely for the City’s exclusive use only (and no other client of the Contractor) and the City was expressly contemplated to be the exclusive owner of such information under a separate written agreement. The Contractor and the City intend that such Work Product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a Work Product is deemed not to b a “work made for hire,” the Contractor hereby irrevocably assigns and transfers to the City all right, title and interest in such Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Contractor shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Contractor waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification approval, restriction or limitation of use or subsequent modifications. If the Contractor is an architect, the Work Product is the property of the Consultant-Architect, and by execution of this Contract, the Contractor-Architect grants the City an exclusive and irrevocable license to use that Work Product.

Notwithstanding the above, all preexisting trademarks, services marks, patents, copyrights, trade secrets, and other proprietary rights of Contractor are and will remain the exclusive property of Contractor. Contractor hereby grants to the City a non-exclusive, perpetual, irrevocable license, with the right to sublicense, to disclose, copy, distribute, display, perform, prepare derivative works of and otherwise exploit use any pre-existing Intellectual Property Rights.”

City of Portland Response The City shall modify Section 5.14 Ownership of Property to read, "5.14 Ownership of Property. (09/25) All work product produced by the Contractor under this Contract is the exclusive property of the City. “Work Product” includes, but is not limited to: research, reports, computer programs, manuals, drawings, recordings, photographs, artwork and any data or information in any form. The Contractor and the City intend that such Work Product shall be deemed “work made for hire” of which the City shall be deemed the author. If for any reason a Work Product is deemed not to be a “work made for hire,” the Contractor hereby irrevocably assigns and transfers to the City all right, title and interest in such Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrines. Contractor shall obtain such interests and execute all documents necessary to fully vest such rights in the City. Contractor waives all rights relating to work product, including any rights arising under 17 USC 106A, or any other rights of authorship, identification or approval, restriction or limitation on use or subsequent modifications. If the Contractor is an architect, the Work Product is the property of the Consultant-Architect, and by execution of this Contract, the Contractor-Architect grants the City an exclusive and irrevocable license to use that Work Product.

Notwithstanding the above, all pre-existing trademarks, services marks, patents, copyrights, trade secrets, and other proprietary rights of Contractor are and will remain the exclusive property of Contractor. Contractor hereby grants to the City a non-exclusive, perpetual, Page | 4 irrevocable license, with the right to sublicense, to disclose, copy, distribute, display, perform, prepare derivative works of and otherwise exploit any pre-existing Intellectual Property Rights incorporated into the Work Product(s).

Contractor shall not supply, modify, or install Work Product that would render the System unrepairable or unmaintainable by one or more competitor elevator companies. In the event the City replaces the Work Product or any component of the Work Product, including computer programs integral to the operation, repair, or maintenance of the System, Contractor shall make reasonable efforts to (1) assist the City in the transition or migration to the new System, including but not limited to knowledge transfer from experienced personnel,

(2) cooperate with the City on development of a transition plan, (3) provide City-requested Documentation and non-proprietary technical information, training and work materials, and reports, and (4) provide retrieval and migration of City data stored within the System or Work Product in a format acceptable to the City.” This update will be reflected in the Attachment Updated Exhibit A - ITB 00002676 Elevator Modernization Services Contract provided with this Addendum.

Please direct all questions and concerns to Kristina Kolata, Senior Procurement Specialist at 971-509-0713.

End of Addendum bt :kmk