Addendum 1 - RFP 25-131-G Three Phase Network Transformers.pdf

Addendum #1 – RFP 25-131-G Three Phase Network Transformers

July 15, 2025

ADDENDUM #1

Three Phase Network Transformers

RFP 25-131-G

This addendum modifies the bidding document(s) for work only to the extent indicated herein. All other areas not specifically mentioned or affected by this addendum shall remain in full force. This addendum shall be added as a part of the original bidding document and shall become part of the work required.

1. EVALUATION CRITERIA. Section 4.3 Pricing Proposals has been updated to include additional requirements.

Additional Information (not scored) Complete the Mandatory Component Level Tariff Disclosure attached as Attachment 1. Information is for EWEB information purposes only and will not be scored.

2. PROPOSAL FORM. Section 5 – Proposal Form. This has been updated to include the additional required documents.

3. SAMPLE CONTRACT. Under Regulatory Compliance, 40. Tariffs has been added.

CLOSING DATE AND TIME

All references to the closing date and time are changed to the following:

Bid Submission no later than: 2:00 p.m. (PST) – August 20, 2025

This addendum constitutes a MATERIAL CHANGE to the bid. ITS RECEIPT BY THE PROPOSER IS TO BE ACKNOWLEDGED BY A SIGNATURE AND RETURNING A COPY OF THE ADDENDUM WITH ITS RESPONSE OR BY CIRCLING THE ADDENDUM

NUMBER IN THE APPROPRIATE AREA ON THE PROPOSAL FORM.

Addendum prepared by:

Kristin Kokkeler, Purchasing Analyst

The undersigned hereby acknowledges receipt of this Addendum and agrees to be bound by the conditions therein.

Company Name: ________________________________

Signature: ______________________________________ Date __________________________

End of Addendum

4.3 Pricing Proposals (25 points possible)

Provide the proposed pricing for transformers (scored) and origin of components (not scored) as required in the Bid Schedule below.

BID PRICE

Total Price should include the base price for transformers and the weighting factors for Carbon Steel, Core Steel, Copper, Aluminum, Dielectric Fluid, and all other materials (labor, overhead and margin) that will be used in determining its pricing offer for each subsequent order request by EWEB. Provide a description of how the weighting factors will be used in determining their proposed purchase price(s) for each Order request.

EWEB will accept FOB Destination/Prepay and Add, however, freight cost MUST be included in the Total Price bid and if the Contractor is offering a fixed price, freight cost must be firm.

A. Bid Price Calculation

Grand Total – Sum of extended Base Price of Items 1-4 $

Escalation formula (as described in Section 2.4): ___________________________________________________

HOW OFTEN WILL THE PRICING ESCALATION BE EVALUATED AND PRICING SUBMITTED FOR UPDATE?

(Contracting Pricing Period – i.e. Monthly, Quarterly, Annually, etc…) ________________________________

BID

ITEM

THREE PHASE NETWORK

TRANSFORMERS

EST.

5 YR

QTY

BASE PRICE BASE PRICE X 5 YEAR

QTY

TRANSFORMER NETWORK 500 KVA 12 KV

DELTA 216Y/125 VOLT THREE PHASE THREE

HIGH VOLTAGE BUSHING WITH HIGH

VOLTAGE SWITCH WITH STRADDLE TAPS. PER

EWEB SPEC ES5-6.1300 REV.4

$ xxxxxxxxx $ xxxxxxxxx

TRANSFORMER NETWORK 500 KVA 12 KV

DELTA 480Y/277 VOLT THREE PHASE THREE

HIGH VOLTAGE BUSHINGS WITH HIGH

VOLTAGE SWITCH WITH STRADDLE TAPS. PER

EWEB SPEC ES5-6.1300 REV.4

$ xxxxxxxxx $ xxxxxxxxx

TRANSFORMER NETWORK 750 KVA 12 KV

DELTA 216Y/125 VOLT THREE PHASE WITH

THREE HIGH VOLTAGE BUSHING WITH HIGH

VOLTAGE SWITCH WITH STRADDLE TAPS. PER

EWEB SPEC ES5-6.1300 REV.4

$ xxxxxxxxx $ xxxxxxxxx

TRANSFORMER NETWORK 750 KVA 12 KV

DELTA 480Y/277 VOLT THREE PHASE WITH

THREE HIGH VOLTAGE BUSHING WITH HIGH

VOLTAGE SWITCH WITH STRADDLE TAPS. PER

EWEB SPEC ES5-6.1300 REV.4

$ xxxxxxxxx $ xxxxxxxxx

DELIVERY: _________ days ARO

WARRANTY: _________ (Must be a minimum of 18 months)

MFG: _________________

B. Pricing Structure

1. Will the pricing proposed in the BID SCHEDULE above be a fixed, contracted price? (Yes or No)

2. If your company will be submitting a base bid that will be subject to indexed pricing as delivery date approaches, please identify the following:

a) The index used and where it is located on the worldwide web

b) The formula used to calculate each component of the price and an explanation of formula, if helpful

c) When the final price will be calculated (number of weeks/months before delivery etc.)

d) Any other contract terms proposed that are related to use of this pricing method

3. For any tariffs occurring in year 2025 and beyond, is Proposer willing to absorb at least 20% of the tariff amount in order to help partner with EWEB? (Yes or No. You may add comments.)

C. Calculation of Points

Total points for cost will be determined according to the following formula:

A = Total Possible points = 20 L = Lowest cost proposed X = Cost being scored B = Awarded points before Bonus Points (rounded off)

1 bonus points if price proposed is firm 1 bonus points if transformer is made in the U.S. (and not impacted by potential tariffs) 1 bonus points if transformer will be impacted by new tariffs effective year 2025 or after and

Contractor is willing to absorb at least 20% of the total tariff amount.

Formula: "L" divided by "X" times "A" = "B"

Example: If A = 20 Points, L = $50,000; X = $65,000; then: $50,000 / $65,000 x 20 = 15.4 points

Example: If A = 20 Points, L = $50,000; X = $65,000; Transformer will be made in the U.S. and price offered is firm (without use of economic adjustments/indexing later), then:

$50,000 / $65,000 x 20 = 15.4 points +1 Bonus Points + 1 Bonus Points = 17.4 points

D. Additional Information (Not scored) – Complete the Mandatory Component Level Tariff Disclosure attached as Attachment 1.

Attachment 1

Component-Level Tariff Disclosure (Mandatory Submittal)

Instructions for Suppliers:

Please complete the table below for each major component for each item being supplied (e.g., internal assemblies, electrical subcomponents, casing materials, etc.). This information is required to assess tariff implications at the component level.

Required Information for Each Column:

- Item No: Sequential number for each component (e.g., 1, 2, 3...)

- Component/Material: List each major subcomponent or material (Carbon steel, core steel, copper, aluminum, dielectric fluid, etc)

- Description/Function: Brief description/function of the subcomponent or material

- Country of Origin: Country where the component is manufactured or sourced, not just shipping location

- HTS Code: Harmonized Tariff Schedule code applicable to the component

- Tariff Type: Applicable tariff classification

- Current Tariff Rate (%): Tariff rate applicable based on the HTS code

- Estimated % of Final Product Cost (%): Percentage of this component included in the final item

- Notes (if any): Clarifications, estimates, or references to assemblies

BID ITEM #: 3-PHASE NETWORK TRANSFORMER

Item No.

Component/Material Description/Function Country of Origin

HTS Code Tariff Type (e.g.

S301,S232)

Current Tariff Rate (%)

Estimated % of Final Product Cost

Notes/Risk Comments (if any)

5. PROPOSAL FORM (UPDATED)

Proposals should be prepared and organized in a clear and concise manner and must include all information required by this RFP. Separate and clearly identify all sections and include a Table of Contents. Headers and titles should be used to identify required information.

A. PROPOSAL PACKAGE

RETURN THE FOLLOWING WITH YOUR RFP RESPONSE, PER SECTION 1.8(B).

(Failing to include these documents could lead to rejection of Proposal.)

Place a check in front of each item indicating inclusion in your response)

COVER SHEET, with introduction of firm and the following:

o Contractual Acceptance: Statement accepting ALL terms and conditions contained in this solicitation. Statement may include request for negotiation of proposed terms and conditions as allowed per Section 1.3.

o Termination for Default: Proposers shall indicate if they have had a contract terminated for default in the last five years. Termination for default is defined as notice to stop performance that was delivered to the Proposer due to the Proposer’s non-performance or poor performance and the issue of performance was either (a) not litigated due to inaction on the part of the Proposer, or (b) litigated and determined that the Proposer was in default.

NOTE: If a Proposer has had a contract terminated for default in this period, then the Proposer shall submit full details including the other party’s name, address and phone number. EWEB will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of Proposer’s past performance.

RESPONSE TO ALL EVALUATION CRITERIA listed in Section 4 PROPOSAL FORM – This Section 5

PRICING SHEET – Section 4.3 COMPONENT TARIFF DISCLOSURE – Attachment 1

ALL POSTED ADDENDA ACKNOWLEDGED

ALL DOCUMENTS COMBINED INTO ONE PDF FILE

B. ACKNOWLEDGMENT OF RECEIPT OF ADDENDA TO RFP DOCUMENTS:

Proposer acknowledges all Addenda and agrees to be bound by their contents.

Circle each RFP Addendum received: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10

Check if not applicable or no Addenda were received: ____

C. MWESB STATUS

EWEB encourages contracting with minority owned, woman owned, and emerging small businesses (MWESB). The State of Oregon offers a certification process. Indicate below if your business is a MWESB and if so, which categories have been state certified.

MWESB Certified? (Indicate Yes or No) _______

If yes, please indicate which of the following applies: ______________________________

Minority Owned, Woman Owned, Emerging Small Business, or Veteran Owned

D. BIDDER RESIDENCY

ORS 279A.120 states, "For the purposes of awarding a public contract, a contracting agency shall":

(a) Give preference to goods or services that have been manufactured or produced in this state if price, fitness, availability and quality are otherwise equal; and

(b) Add a percent increase to the bid of a nonresident bidder equal to the percent, if any, of the preference given to the bidder in the state in which the bidder resides.

“Resident Bidder” means a bidder that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid, has a business address in this state and has stated in the bid whether the bidder is a “Resident Bidder” under this paragraph.

“Non-Resident Bidder” means a bidder who is not a “Resident Bidder” as defined above.

a. CHECK ONE: Bidder is a ( ) RESIDENT Bidder ( ) NON-RESIDENT Bidder.

b. If Resident Bidder, enter your Oregon business address: (physical and mailing address)

c. If a Non-Resident Bidder, enter state of residency:

d. If a Non-Resident Bidder, do you or your Company receive, or are you or your Company eligible for any preference in award of contracts with your state’s government or with other governmental bodies in your state?

CHECK ONE: ( ) YES ( ) NO

If YES, state the preference percentage: _________________%

If YES, but not a percentage of bid price, describe the preference:

If YES, state the law or regulation that allows the preference described (legal citation):

E. ACKNOWLEDGEMENT OF INDEPENDENT CONTRACTOR STATUS

The undersigned acknowledges that:

1. Contractor certifies its status as an independent contractor in satisfaction of Oregon law, including ORS 670.600, and shall perform all required Work as an independent contractor. EWEB holds the right (i) to determine the delivery schedule for the Work to be performed and (ii) to evaluate the quality of the completed performance, but EWEB cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

2. The parties covenant that Contractor, its sub-contractors, agents, officers and representatives do not qualify as officers, employees, or agents of EWEB as those terms are used in ORS 30.265 nor shall they seek such qualification relating to performance of the Work.

3. Contractor agrees it is responsible for all federal and state taxes or other payments or withholdings applicable to compensation or payments paid to Consultant under this Contract and shall hold EWEB harmless from such financial exposures.

F. RECYCLED PRODUCTS CERTIFICATION OR RESERVED

Bidders shall use recyclable products to the maximum extent economically feasible in the performance of the contract set forth in this document. EWEB shall give preference to goods that are certified to be made from recycled materials if:

(a) The recycled product is available;

(b) The recycled product meets applicable standards;

(c) The recycled product can be substituted for a comparable non-recycled product; and

(d) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent, or a higher percentage if a written determination is made by EWEB. [2003 c.794 §17]

ORS 279A.010(gg) states “Recycled product” means all materials, goods and supplies, not less than 50 percent of the total weight of which consists of secondary and post-consumer waste with not less than 10 percent of its total weight consisting of post-consumer waste. “Recycled product” includes any product that could have been disposed of as solid waste, having completed its life cycle as a consumer item, but otherwise is refurbished for reuse without substantial alteration of the product’s form.

ORS 279A.010(s) states: “Post-consumer waste” means a finished material that would normally be disposed of as solid waste, having completed its life cycle as a consumer item. “Post-consumer waste” does not include manufacturing waste.

ORS 279A.010(hh) states: “Secondary waste materials” means fragments of products or finished products of a manufacturing process that has converted a virgin resource into a commodity of real economic value.

“Secondary waste materials” includes post-consumer waste. “Secondary waste materials” does not include excess virgin resources of the manufacturing process. For paper, “secondary waste materials” does not include fibrous waste generated during the manufacturing process such as fibers recovered from waste water or trimmings of paper machine rolls, mill broke, wood slabs, chips, sawdust or other wood residue from a manufacturing process.

ORS 279A.010(ff) states: “Recycled PETE” means post-consumer polyethylene terephthalate material.

I, the undersigned duly authorized representative of the Bidder/Proposer, hereby certify that the products, if any, offered in this bid/proposal contain the following minimum percentages:

(NOTE: If product(s) bid contain no recycled materials, then write "0" in space(s) provided)

a) ________% (recycled product as defined in ORS 279A.010(gg));

b) ________% (post consumer waste as defined in ORS 279A..010(s));

c) ________% (secondary waste materials as defined in ORS 279A.010(hh));

d) ________% (recycled PETE product as defined in ORS 279A.010(ff));

Product Name: ___________________________________________________

Bid (line) Item No.: ______

It is the Bidder’s responsibility to provide additional signed copies of the Certification of Compliance for each (bid line) item which contains a different percentage of recycled materials than listed above.

Sustainability Questionnaire

Company Name: ______________________________________ Date: _________

The Supplier Sustainability Questionnaire must be completed and returned with your bid/proposal. This questionnaire is applicable to firms that provide services and/or goods. Responses can be up to 4 pages.

1. What policies or plans are in place to help decrease environmental or social impacts from your supply chain or manufacturer (if company is a distributor) such as decreasing use of toxic or hazardous products, efficient use of natural resources, reducing greenhouse gas emissions, waste reduction, and worker health and safety? Please provide links to documents. How does your company monitor and manage your supply chain with regard to environmental and social issues?

2. What type of sustainable packaging/shipping materials do you use, such as reusable, recycled content, or compostable materials? Does your company have a Zero Waste Plan; if so describe the progress your company has made to implement the plan. If you don’t use sustainable packaging please detail why not.

3. Does your company have transportation strategies to reduce fossil fuel, maintain local warehouses to shorten shipping distances and lead times, or combine shipments to receive economies of scale? If so, please include link or details of plan.

4. Has your company been cited in the last 5 years for non-compliance of any permits, rules or regulations pertaining to environmental, health and/or safety? If yes, please state the reason, and outcome of the citation including a description of the steps taken by your company to rectify the problem.

5. What programs do you have in place, or are planned for to increase resource efficiency such as reducing use of electric, water, labor or material resources?

6. Have the product(s) that you are bidding/proposing been certified by a third-party organization, such as Green Seal, Ecobiz, or ENERGY STAR. If yes, detail which ones and the relevant third party certification?

PROPOSER SIGNATURE / EXECUTION OF RFP SUBMISSION

G. ASSURANCES:

The undersigned attests that they:

Have read and understand all instructions, requirements, Addenda, site conditions, and terms and conditions contained herein (including the attachments and exhibits listed in this solicitation).

Have the authority and/or responsibility to submit a proposal and to bind their organization in all phases of this RFP process.

Confirm the information provided is true and accurate to the best of their knowledge.

Understand that any false statement may disqualify this offer from further consideration or may be cause for Contract termination.

Have not and will not discriminate against a sub-contractor in the awarding of a sub-contract because the sub-contractor is a disadvantaged minority, women or emerging small business enterprise certified under ORS 200.055.

Represent and warrant to EWEB that they have the power and authority to enter into and perform work under an awarded Contract and that the Contract, when executed by EWEB and Contractor, the Contract shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms.

Arrived at the specifics of the proposal, including price and amounts, independently and without communication or agreement with another Proposer, except as disclosed in a separately attached statement;

Will arrive at price and amounts independently and without communication or agreement with another Proposer;

Have not directly or indirectly induced or solicited another Proposer, in order to benefit a third person, to submit a false or sham proposal, to refrain from proposing, or to change a proposal;

Will not directly or indirectly disclose the Proposer's proposal price, a breakdown of the price, the contents of the price or information or data related to the price to another Proposer;

Will not seek through communication or agreement with a person to fix the proposal price of the Proposer or another Proposer, to fix an overhead, profit or cost element of the proposal price of the Proposer or another Proposer or to secure any advantage against the contracting agency or any other person interested in the public contract;

Have not directly or indirectly expressed an interest or lack of interest in the public contract, or paid or offered to pay a fee to a person, to cause a collusive or sham proposal;

Contractor, by signing this Proposal Form, represents and warrants that, if awarded, Contractor’s performance under this contract will create no potential or actual conflict of interest, including but not limited to conflicts of interest as defined in ORS 244.020. Contractor further warrants that no state or federal law or EWEB rule will prevent Contractor's lawful performance of an awarded contract. If Contractor is currently performing work for EWEB or another governmental entity, Contractor’s participation in other public contracts will not create a potential or actual conflict of interest in performance of this Contract, if awarded.

PROPOSER INFORMATION:

Proposer Company Name

Company Address (from which work will be performed)

Telephone Number Company Web Address

Person Signing RFP_______________________________________Title_______________________________ Please print or type Name

Signature: _________________________________________________________________________________

Email Address: _____________________________________________________________________________________

RFP CONTACT (if different than above)

RFP Representative_______________________________________Title_______________________________ Please print or type Name

Signature: _________________________________________________________________________________

Email Address: _____________________________________________________________________________

Phone: ____________________________________________________________________________________

Contract for Goods

Three Phase Network Transformers

Contract No. 25-131-G

By and between

Eugene Water & Electric Board and

Contractor

Contract #25-131-G Three Phase Network Transformers

This Contract is entered into by and between the Eugene Water & Electric Board, hereinafter called EWEB, and ________________________________, hereafter called Contractor.

RECITALS

WHEREAS, EWEB has negotiated the following agreement (“Agreement” or “Contract”) in Eugene, Oregon, and Contractor has agreed to deliver its Goods in Eugene, Oregon;

NOW THEREFORE, in consideration of a sum agreed to by the Parties, the Contractor agrees to sell and deliver the Goods as described in this Contract, in accordance with all requirements, terms and conditions of this Contract, as set forth below:

DEFINITIONS

“Acceptance” - Goods furnished under this Contract shall be subject to inspection and testing by EWEB at delivery point, or as otherwise stated in the Contract. If EWEB determines that Goods conform in accordance with the Contract Specifications, then EWEB shall notify Contractor that “Acceptance” of the Goods has occurred.

“Contract” or “Contracts” means the Written agreement(s), resulting from the Solicitation Document that sets forth the rights and obligations of the parties.

“Contractor” means the Person with whom EWEB enters into a Contract.

“Goods” includes products that have associated or incidental service components, such as supplier warranty obligations or maintenance service programs. (See ORS 279B.115(1))

"Person" means a natural person capable of being legally bound, a sole proprietorship, a corporation, a partnership, a limited liability company or partnership, a limited partnership, a for-profit or nonprofit unincorporated association, a business trust, two or more persons having a joint or common economic interest, any other person with legal capacity to contract or a public body.

“Rule” means a Rule within the EWEB Public Contracting Rules.

“Services” under this Contract mean any action or work to be performed by the Contractor in the provision of the Goods required under the Contract.

“Specifications” under this Contract sets forth the required design and minimum level of quality of the Goods furnished by Contractor under this Contract.

"Work" means the furnishing of all materials, equipment, labor, and incidentals necessary to successfully complete any individual item or the entire Contract and successful completion of all duties and obligations imposed by the Contract.

“Working hours” means EWEB’s regular business hours, which currently are Monday through Friday, 9 a.m. to 5 p.m., excluding EWEB recognized holidays.

All other terms not expressly identified in the Contract shall have the meanings as set forth in EWEB Public Contracting Rules, Division 1 - Definitions.

ARTICLES

HEADINGS: The section (“Section” or “Article”) headings in this Contract are included for convenience only; they do not give full notice of any portion of the terms of this Contract.

CONTRACT COMMENCEMENT

1. Effective Date and Duration

This Contract shall become effective on the date this Contract has been signed by every party hereto and, when executed by EWEB's Purchasing Supervisor. Unless terminated in accordance with the early termination provisions in Section 12, this Agreement will automatically renew on the anniversary of the original Contract Execution Date. If Contractor does not agree to renew the Agreement for an additional term, Contractor must notify EWEB within 90 days of the anniversary of the original Contract execution date. The maximum term for this Agreement shall not exceed five (5) years.

PRICING AND PAYMENT

2. Contract Compensation

The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $_______________. Pricing detail is provided in Attachment A – Schedule of Goods.

Pricing and Payment

3. Invoicing and Payment

a. Interim payments to Contractor shall be made according to the following:

Payment Submission: Invoices shall be submitted to EWEB's Contract Administrator and accountspayable@eweb.org for this Contract. EWEB's Contract Administrator is insert name.

Payment Terms: EWEB will make payment in accordance with its regular payment schedule: Net 30 days from receipt of a valid, undisputed invoice.

b. Payment for undisputed amounts will be made upon receipt of an invoice and after product successfully passes an inspection at the delivery location and is in full compliance with the Specifications of the solicitation, including manuals, data sheets, or any other required component.

4. Price Adjustments

Price increases may be considered by EWEB annually prior to the beginning of the next 12-month term, up to a maximum of 3%. Contractor is responsible for submitting their request for any price increase 30 to 90 calendar days before the next anniversary of Contract execution, without exception. Contractor must provide a positive means of substantiating any price increase by providing supporting documentation within this 30 to 90-day period. EWEB shall determine what constitutes acceptable documentation.

EWEB will not accept price increases of any kind the first 12 months of the Contract period.

Upon receipt of request, EWEB reserves the right to (1) accept or negotiate the requested price increase and extend the Contract/allow the Contract to automatically renew or (2) reject the price increase and allow the Contract to expire.

EWEB shall be given the immediate benefit of any price decrease. Contractor shall promptly notify EWEB's Purchasing Department of the amount and effective date of each decrease. Decreases shall apply to purchases on or after the effective date of the decrease.

SPECIFICATIONS / REQUIREMENTS

5. Schedule of Goods

An overview of the Goods required is contained in Attachment A - Schedule of Goods, attached and incorporated by reference into this Contract.

6. Specifications

Contractor shall deliver all Goods and Services specified under the Contract in accordance with the Specifications contained in Attachment A. Contractor’s failure to deliver Goods in accordance with the provisions of this Contract is a material breach of this Contract.

a. General provisions.

i. Standard Components. Unless specified otherwise in this Section, Contractor shall provide Goods with all components and accessories that the manufacturer lists as “standard” for Goods.

ii. Necessary Components. Unless specified otherwise in this Section, Contractor shall include all components, hardware and parts necessary for complete and proper assembly, installation and operation of Goods.

iii. New and Unused Goods. Unless specified otherwise in this Section, Contractor shall deliver Goods that are new, unused and produced from current production inventory. Contractor shall provide Goods manufactured from only those components that the manufacturer offers in the manufacturer’s current parts catalogue for Goods.

b. Detailed Specifications.

All Goods furnished under the resulting Contract shall comply with the applicable attached material specification contained in Attachment A – Schedule of Goods.

7. Addition/Deletion and Product Substitution of Goods

Contractor will make available to EWEB products that have been added to the product line by the manufacturer or products in the same product line not specifically listed in this Contract. These products will be available at pricing and discount consistent with current items available under the Contract.

EWEB reserves the right to remove any product that has demonstrated to be unsatisfactory under the Contract and purchase replacement product from alternative sources. Upon EWEB’s determination that a product under the Contract is unsatisfactory, EWEB will notify Contractor upon discovery and remove the product from the Contract.

Any substitution(s) for originally contracted item(s) must have the approval of EWEB prior to any substitution. If approved by EWEB, the substituted item(s) must be offered to EWEB at no increase in cost and the quality cannot be less than the originally contracted item. Contractor shall be responsible for securing all approvals and will also be responsible for all charges such as freight, storage, labor, etc., which accrue to any shipments of unauthorized substituted material. EWEB will not be responsible to pay for shipments of unauthorized product.

PERFORMANCE

8. On-Time Delivery

a. All Goods shall be received by the Required Date specified on each purchase order issued. Additional detail regarding delivery is provided in Attachment A - Schedule of Goods.

b. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by Contractor, unless specified otherwise in the Contract. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and Acceptance.

c. Time is of the essence in the performance of this Contract. Contractor shall deliver within the time indicated above OR on the purchase order issued by EWEB. Should Contractor fail to meet the agreed-upon delivery schedule, thereby making it necessary for EWEB to purchase urgently needed items from another source, and if the alternative Goods are at a higher price than Contractor’s contracted price, Contractor shall pay the difference between the contracted price and the purchase price from alternative source, as allowed by the UCC, as adopted by Oregon, whichever is in the public’s best interest as determined by EWEB. Purchase shall be for the same product or an equivalent.

9. Inspections

Goods furnished under this Contract shall be subject to inspection and testing by EWEB at delivery point within five (5) business days from time of receipt. If EWEB determines that Goods conform in accordance with the Contract Specifications, then EWEB shall promptly notify Contractor that Acceptance of the Goods has occurred or, if the Goods are found to be incomplete and/or not in compliance with Contract requirements and Specifications, that Non-Acceptance/Rejection of the Goods has occurred.

10. Deficiencies and Remedies

If EWEB determines that any Goods are not Acceptable and that any deficiencies are the responsibility of the Contractor, EWEB, at its sole discretion, reserves the right to Reject all or part of the shipment and issue a Notice to Cure and require Contractor to correct any defects without charge. If EWEB elects to allow Contractor opportunity to correct deficiencies, EWEB shall prepare a detailed Notice to Cure, including a written description of such deficiencies and an associated time frame for correction (after conferring with Contractor) and deliver such formal notice to Contractor. Upon receipt of such written notice, Contractor will correct any such failures within the timeframe EWEB specified in its notice and shall re-deliver the Goods to EWEB for re-inspection, all at no additional charge to EWEB.

Contractor Cures Defects - If EWEB determines that Goods conform in accordance with the Specifications, then EWEB shall notify Contractor that Acceptance of the Goods has occurred.

Contractor Failure to Cure Defects - If the Goods still fail to conform as required, EWEB reserves the right to allow Contractor additional opportunities to correct the Goods, again at no additional charge to EWEB. If Contractor is ultimately unable to cure any defects within the time set forth in its formal notice, EWEB may Reject the Goods and cancel the Contract in whole or in part, per Section 12 Early Termination and Contractor shall issue an invoice reversing all charges associated with the Goods and their delivery. EWEB will return defective Goods at Contractor’s request, entirely at Contractor’s cost for transport.

Until EWEB inspects and Accepts the delivered Goods, Contractor is responsible for any and all costs associated with correcting Goods that are not built in compliance with the requirements of this Contract and its Specifications, including all freight charges incurred for the return and re-shipment of deficient Goods.

b. Timing of Warranty - Once Goods are Accepted, Contractor’s warranty shall cover any discoverable deficiencies within the warranty period indicated in the Warranty document (Attachment x) and per Section 11 – Warranties below.

c. Nothing in this paragraph shall in any way affect or limit EWEB's rights as buyer under the UCC, including the rights and remedies relating to Rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

11. Warranties

Unless otherwise stated, all Goods shall be free and clear of any liens or encumbrances and shall be new (and, if applicable, the current model) and shall carry full manufacturer warranties that meet the requirements in the Contract specifications or Attachment A – Schedule of Goods. Contractor warrants all Goods delivered to be free from defects in labor, material and manufacture and to be in compliance with the Specifications set out in this Contract. All implied and express warranty provisions of the UCC, as adopted in Oregon, are hereby incorporated by reference. (Warranty is attached as Attachment XXXX.)

EARLY TERMINATION

12. Early Termination This Contract may be terminated as follows:

a. Termination for Convenience

1. EWEB and Contractor, by mutual written agreement, may terminate this Contract at any time.

2. EWEB in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

b. EWEB Termination for Cause

1. EWEB Non-Appropriation of Funds - If payment for Goods purchased under this Contract extends into EWEB’s next fiscal year, EWEB’s obligation to pay for such Deliverables is subject to approval of future appropriations to fund this Contract by the EWEB Board of Commissioners. If EWEB fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to pay for Contractor’s Work, EWEB shall terminate the Contract immediately.

2. Regulatory Changes - EWEB may terminate this Contract if Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Work under this Contract is prohibited or EWEB is prohibited from paying for such Work from the planned funding source.

Termination shall take effect on the date the law, regulation or guidelines takes effect, or with 30 days written notice, whichever comes first.

3. Contractor Loss of Licensure – EWEB may terminate this Contract immediately if Contractor no longer holds an applicable license or certificate required to deliver the Goods required by the Contract.

4. Contractor Breach of Contract - EWEB may terminate this Contract if Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within the time specified in the Notice to Cure issued by EWEB. If Contractor fails to cure the breach or default, Contract will be formally terminated either upon the date specified in the Notice to Cure or on the date specified in a separate Notice of Contract Termination issued by EWEB.

c. Contractor’s Right to Terminate for Cause

1. EWEB Non-payment - Contractor may terminate the Contract within 15 calendar days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in its notice, if EWEB fails to pay Contractor under a formally issued purchase order for Accepted Goods pursuant to the terms of this Contract.

2. EWEB Material Breach of Contract - Contractor may terminate this Contract, for reasons other than nonpayment, if EWEB commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform under the Contract within the times specified, or so fails to perform as to substantially endanger Contractor's performance under this Contract, and such breach, default or failure is not cured within 15 business days after delivery of Contractor's notice, or such longer period as Contractor may specify in such notice, whichever is the longer period.

3. EWEB Rejection of Requested Price Increase - Contractor may opt to terminate this Contract with 6 months formal written notice of termination if EWEB rejects requested price increases, per Section 4 of this Contract.

13. Payment Upon Early Termination

Upon termination pursuant to Section 12, payment shall be made as follows:

a. If terminated for any reason other than EWEB’s Termination due to Contractor breach of Contract, EWEB shall pay Contractor for all Goods delivered under any formal EWEB purchase order issued prior to the email date of Notice of Termination (“Termination Date”) if Goods are Accepted by EWEB in accordance with the Contract requirements and terms. EWEB will not pay for Non-Accepted Goods and will return them to Contractor FOB Shipping Point, if Contractor authorizes within 15 business days.

EWEB shall not be liable for direct, indirect, special, or consequential damages. Termination shall not result in a waiver of any other claim EWEB may have against Contractor.

b. Termination by EWEB for Contractor Breach of Contract - If terminated under Section 12(B)(4) by EWEB due to a breach by the Contractor, then EWEB shall pay the Contractor for all Accepted Goods delivered under authorized EWEB purchase orders, less any other setoff to which EWEB is entitled. EWEB will not pay for Non-Accepted Goods and will return them to Contractor FOB Shipping Point, if Contractor so authorizes within 15 business days. EWEB shall not be liable for direct, indirect, special, or consequential damages. Termination shall not result in a waiver of any other claim EWEB may have against Contractor.

EWEB shall also be entitled to any other equitable and legal remedies that are available.

RISK

14. Insurance Contractor shall provide certificates of insurance as described below. No work under this Contract shall commence until all insurance requirements have been met.

a. Certificates of Insurance. As evidence of the insurance coverage required by this Contract, the Contractor shall furnish certificate(s) of insurance to the EWEB Purchasing Department, before final award can be authorized and must list the Contract number in the “Description of Operations” section.

The insurance coverage required under this Contract shall be obtained from insurance companies or entities having a minimum financial rating of A.M. Best’s Key Rating A-; VII or higher. The Contractor shall be financially responsible for all deductibles, self-insured retention and/or self-insurance included hereunder.

Contractor shall ensure Contractor’s subcontractors procure the same types/categories of insurance as required for Contractor; limits shall be commensurate with each subcontractor’s scope of work.

b. Commercial General Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance written on the current ISO occurrence form (or a substitute form providing equivalent coverage) including coverage for premises, operations, independent contractors (performing Work on Contractor’s behalf), completed operations and contractual liability. The limit shall not be less than $1,000,000 per occurrence and subject to an aggregate limit of no less than $2,000,000.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

c. Automobile Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance to cover liability arising out of any auto (including owned, hired and non-owned) used in connection with the Work or Services. This coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

d. Workers' Compensation. All subject employers working under this Contract are either employers that will comply with ORS 656.017 which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers, or employers that are exempt under ORS 656.126. [2003 c.794 §76c] In addition, Contractor will obtain, at Contractor's expense, and keep in effect during the term of this Contract, Employers Liability insurance with a limit of not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and a $1,000,000 policy limit for bodily injury by disease.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

e. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days' written notice from Contractor or its insurer(s) to EWEB.

Failure to Maintain Insurance - If at any time Contractor fails to maintain insurance complying with the requirements reflected herein, in full force and effect, they shall be responsible for any resulting losses or costs sustained by EWEB and shall hold EWEB harmless from actions brought against Contractor as the result of the absence of the required insurance, and (ii) EWEB shall not be required but may elect to do any of the following: (A) immediately suspend all or a portion of the Work and be entitled to an equitable adjustment in the price, schedule and other terms of the Contract for the impact of the suspension (B) pay premiums or purchase alternate insurance at the Contractor’s expense; or (C) pursue such other remedies as may be allowed by law.

Failure to Comply - Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by EWEB.

f. Reserved

g. Waiver of Insurance Requirements Contractor’s failure to provide certificates of insurance as specified herein and/or in the manner specified herein does not constitute a waiver of the insurance requirements. Any waiver of the insurance requirements will only be made in writing.

15. Force Majeure Unless this Contract is executed to remedy an act(s), occurrence(s), or event(s) stated herein, neither Party shall be liable for delays in the execution of its obligations due to causes beyond its reasonable control, including, but not limited to acts of God, fires, strikes, labor disturbances, floods, epidemics, quarantine restrictions, war, insurrection or riot, acts of a civil or military authority, compliance with priority orders or preference ratings issued by the federal Government, acts of Government authorities with respect to revocation of export or re-export permits/licenses, wrecks, or unusually severe weather. The parties shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its their obligations under this Contract.

In the event of any such delay, the required date of services will be extended for a period of time equal to the period of the delay, or as short a period as is reasonably possible.

EWEB may terminate this Contract for Convenience per Sections 12 and 13 upon written notice after reasonably determining that such delay or default will likely prevent successful performance of the Services provided under this Contract due to quality or timing issues.

16. Indemnification. Contractor shall defend, save, hold harmless, and indemnify EWEB, its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses by either Consultant or any third parties resulting from, arising out of, or relating to any error, omission, breach of contractual duty, or negligent act of the Contractor or its officers, employees, subcontractors, or agents in the performance of services under this Contract.

SUSTAINABILITY

17. Sustainability

EWEB requires suppliers to comply with EWEB’s Sustainable Purchasing Policy and to implement the following strategies where applicable:

• EWEB aims to prevent waste where possible. Unnecessary packaging should be eliminated and required packaging should be reusable and/or made with recycled content, bio-degradable, and/or non-toxic materials.

• Fuel reduction strategies shall be implemented including efficiencies in shipping techniques, increasing manufacturing efficiencies over time, and reducing the use of idling vehicles. Where the supplier is not in compliance with our Policy, disclosure is required.

• EWEB requests vendors use environmentally preferable products wherever practical. Characteristics of environmentally preferable products include recyclable, energy efficient, non-toxic, and/or certified by an independent accredited third-party program such as EcoLogo or Energy Star.

• EWEB supports the use of Minority, Women, Emerging Small Businesses (M/W/ESB), local businesses, Disadvantaged Business Enterprises and Qualified Rehabilitation Facilities (QRF) at both a prime and subcontracting and/or supply chain level. EWEB encourages the awarded offeror to use the following voluntary practices to promote open competitive opportunities for disadvantaged businesses as applicable.

18. Recyclable Products Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the Contract Work set forth in this document. Contractor shall specify the minimum percentage of recycled product in the Goods provided under this Contract. Contractor agrees to abide by all covenants contained in ORS 279B.270, which is incorporated by reference.

EMPLOYEES AND SUBCONTRACTORS

19. Anti-Discrimination Contractor shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits or employment. Contractor shall not discriminate against minority-owned, women-owned or emerging small businesses.

20. Equal Opportunity Employer EWEB is an Equal Employment Opportunity and Affirmative Action employer and requires contractors and their subcontractors to follow EEO/AA practices in their performance of this Contract.

21. Hours of Labor Contractor shall pay employees for overtime work performed under the public contract in accordance with ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

22. Safety and Health Requirements General Requirements - Contractor warrants Goods provided under this Contract comply with all applicable federal Occupational Safety and Health Administration (OSHA) requirements and with all applicable Oregon safety and health requirements, including those of the Oregon State Workers' Compensation Division.

The Contractor shall comply with all federal, state, and local safety and health regulations and laws including, but not limited to, the following:

• Oregon Revised Statutes - ORS 654 – The Oregon Safe Employment Act

• Oregon Administrative Rules - OAR 437, Divisions 1-3 - The Oregon Occupational Safety and Health

Division (Or-OSHA)

• Department of Labor and Industries regulations and laws

• Oregon Department of Transportation regulations and laws

• United States Department of Labor Law - 29 CFR 1910 and 29 CFR 1926 – Occupational Safety &

Health Administration

Protection of Workers - Contractor shall take all necessary precautions for the safety of Contractor employees, subcontractors, suppliers, inspectors, and Owner employees on the job site or otherwise engaged in the undertaking of…