Addendum 6 RFP 6.13.25.1 Garbage Food Waste and Recycling Hauling Services.pdf

David Douglas School District Learn – Grow - Thrive

Ken Richardson, Superintendent I 11300 NE Halsey Street, Portland, Oregon 97220 I Phone 503-252-2900 I Fax 503-256-52 18

RFP 6.13.25.1

REQUEST FOR PROPOSALS FOR

GARBAGE, FOOD WASTE AND RECYCLING HAULING SERVICES

ADDENDUM #6

This addendum, together with the original Request for Proposals, shall form the complete Request for Proposals. This addendum sets forth only the changes and additions, which are to be made in the original Request for Proposals. The original documents remain in full force and effect except as specifically modified in this addendum.

This addendum includes the following items:

• Question #1: The RFP states:

Contractor shall provide appropriately sized Containers, include fixed hinged covered dumpsters, cardboard cages, roll carts, “slim-lines,” and barrels as required.

Can the District please provide a complete list of all equipment to be provided, including noting if equipment only needs to be provided but not serviced (ex: slim-lines used internally.) Can the district also provide clarity on a description for “barrels.”

Response: Yes. Please refer to the answer for question 5. Barrels were previously used and this should have been removed from the rfp. District would like proposers to identify if they provide in building recycling receptacles.

• Question #2: Can the District please provide dates for:

a. Contract finalization

b. All services to begin

Response: a. Per document RFP 6.13.25.1 Garbage Food Waste and Recycling Hauling Services, page 8, section II, Conditions Governing the Procurement, A, Event #13, Contract Negotiations Completed, this is TBD (To be determined).

b. Per Addendum 4, document RFP 6.13.25.1 Garbage Food Waste and Recycling Hauling Services, page 12, section II, Explanation of Selection Process Events, B, #11, Notice of Intent to Award, "While the District expects the contract to start on September 1, 2025, the official commencement date will be dependent on final contract negotiations.

Contract term will be one year commencing on September 1, 2025, with options to renew for up to six additional one-year terms."

Per Addendum 4, document RFP 6.13.25.1 Garbage Food Waste and Recycling Hauling Services, page 32, section V, Contract and Work Performance, #3, Contract Terms, "This price agreement shall be for a period of twelve months, commencing on September 1, 2025, or after final contract negotiations, whichever is later, with an option to renew upon mutual consent from the Proposer and the district for up to an additional six (6) – twelve month periods."

All services will begin on September, 1, 2025, or after final contract negotiations, whichever is later.

• Question #3: Would the District be open to considering a longer initial contract term, such as a four-year initial contract with three additional one-year terms? This would allow for a more competitive bid process for non-incumbent haulers needing to purchase new equipment.

a. If this is allowed would the District be open to an annual CPI adjustment factor to rates in a multiple year term?

Response: The District would consider a 2 year contract with two additional 2 year extensions. We would not consider a 4 year agreement. A proposer may propose an annual CPI adjustment factor in their proposal.

• Question #4: Regarding volume tracking, would the District be open to periodic tracking during certain weeks of the year? (ex: One week of volume tracking per quarter.) This would assist with efficiency, reduce idle times, and overall time trucks are on property.

Response: Yes, providing that the tracking period is discussed and determined with Facilities.

• Question #5: Regarding the rates for services:

a. Are the rates proposers are providing for the actual container size and frequency of collection? (ex: Monitoring volumes in the containers is for informational purposes only, and actual container sizes and frequency collected will be charged until a service level change is requested by the District. -If a school has a 4 yard container picked up once per week and only has 2 yards of material inside it each week, the 4 yard x 1/week rate will be charged until the container size or frequency of collection is changed.)

b. The RFP states:

13. A fully loaded container (6” from top) will have its weighted content determined by mutual agreement between Contactor and District after the award of the bid. This will be the basis for future billings.”

Can the district provide clarity on this statement?

c. The RFP states:

Disposal or Processing Fee – For purposes of evaluation, the volume-to-weight conversion factors will be used. Mutually agreeable volume-to-weight factors will be negotiated with the selected proposer, prior to contracting, for payment and data tracking purposes.

Can the district provide clarity on this statement? Rates for front load and cart services typically include disposal, while charges for roll off boxes/compactors are charged a per haul fee plus a per ton (or per yard) rate based on the material type.

d. Can the District please provide the current rates for services being provided?

Response: a. Yes - per container and frequency, not volume b. This statement is to define a fully loaded container and what would be expected as far as billings. c. This statement is based on District experience. If your rates are different, please note. d. Yes. Please see Attachment E.

• Question #6: The RFP states:

It will be necessary for the Contractor to alter the schedule with additional pickups for the month of June and decrease the pickups during school breaks (spring, winter and summer). The additional debris and refuse in June will be due to the closing of the school term and the decrease during the school breaks will be due to the lack of use of the buildings during those times.

Can the District provide an approximate % for the total service level decrease from regular services for the entire District during these breaks?

Response: Yes - 90%

• Question #7: Equity Participation Goals

Could the District consider incorporating aspirational goals for participation by COBID-certified firms (Minority, Women, or Emerging Small Businesses) in future solicitations? We see this as aligned with your DEI and strategic equity goals.

Response: The District is working on aspirational goals.

• Question #8: Inclusive Outreach

Were any outreach efforts made to promote this opportunity among small or underrepresented local firms? If not, we’d love to help think through how future RFPs might build in broader engagement strategies.

Response: We recently moved to OregonBuys to assist with outreach. If we need assistance we would go out to bid for services.

• Question #9: Incumbency Awareness

Since the incumbent has held this contract for several years, how is the District thinking about leveling the playing field so new vendors can compete effectively, especially those who bring innovative and community-based solutions?

Response: For this particular service, the District needs a proposer who can deliver services as noted. If proposer has alternative ideas, they are willing to share those in the proposal as long as they meet public procurement and ethics law requirements.

• Question #10: Alignment with Statewide Equity Goals

Oregon has made strong commitments to equitable public contracting. Are there ways DDSD might further integrate those statewide goals into your procurement approach, even if not explicitly required?

Response: The state has its own goals on equity. The District would not integrate statewide goals into its local procurement so as not to confuse proposers.

• Question #11: Use of COBID Certification in Evaluation

The proposal form asks about COBID certification, but it's unclear if or how that factors into evaluation. We’d love to understand whether those certifications are being weighed beyond documentation?

Response: COBID certification is for demographic tracking.

• Question #12: Container Layout and Logistics

Would the District be open to evaluating potential adjustments to container placement if doing so could improve operational efficiency and ensure safer service conditions at school sites?

Response: Yes the District is open to suggestions. However if any recommendations incur additional costs such as the City requiring a trash enclosure then the District would not consider the change, or if relocation causes issues with ingress/egress or student flow the District would not consider this change.

• Question #13: Hours of Operation

Are there any time restrictions on when collection companies can service each of the District’s locations?

Response: No

• Question #14: Attachment C, Sample Contract.

If invited to enter negotiations, Contractor requests discussions concerning addition of provision(s): 1) to add certain clarifying definitions, and 2) to discourage contamination of recyclables that may otherwise result in landfilling.

Response: District will consider adding clarifying definitions and willing to discuss contamination of recyclables.

• Question #15: Attachment C, Sample Contract, Section 8.b., Payment, Monthly Invoices. Contractor will provide District with monthly invoices detailing Deliverables provided and reimbursable expenses (i) incurred in the preceding month and (ii) previously billed. Invoices must include itemization of all approved Contract amendments, whether or not they are currently being billed. Contractor expressly waives any right to additional payment for any Deliverables in the absence of District’s written authorization or request.

Please explain. It’s not clear why would we add to a monthly invoice amounts previously invoiced. Further, it is unclear what is meant by an itemization of all approved Contract amendments.

Finally, the waiver of any additional payment should not include any payments for management of Excluded Waste as such term is defined in Section 32. .

Response: Invoices should have previous balance, payments applied, adjustments, and an itemization of current charges resulting in the total account balance due. Itemization of contract amendment would represent a price adjustment or change/additional services/locations.

• Question #16: Attachment C, Sample Contract, Section 10.c., Early Termination, Termination for Breach. Termination for Breach.

Either District or Contractor may terminate this Contract if this Contract is breached by the other. Before termination, the Party seeking termination must give the other Party written notice of the breach and the intent to terminate. If the Party committing the breach has not entirely cured the breach within 15 days of delivery of the notice, or other such period as mutually agreed by the Parties, the Party giving the notice may terminate this Contract at any time thereafter by giving a written notice of termination. If the breach cannot be cured, however, no advance notice is required and the nonbreaching Party may immediately terminate this Contract with written notice of termination.

Request to add provision for flexibility of the Parties in resolving issues

Response: District will consider adding the provision stating, "or other such period as mutually agreed upon in writing by the Parties,"

• Question #17: Attachment C, Sample Contract, Section 15, Hours of Labor; Pay Equity; Salary Discussions (Required by ORS

279B.020, 279B.235).

a. Maximum Hours. Contractor may not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or when the public policy absolutely requires it. In such cases, except in cases of agreements for personal services as defined in ORS 279A.055, Contractor must pay the laborer at least time and a half for the following:

(i) All overtime in excess of 8 hours in any one day or 40 hours in any one week when the workweek is five consecutive days, Monday through Friday; and (ii) All overtime in excess of 10 hours in any one day or 40 hours in any one week when the workweek is four consecutive days, Monday through Friday; and

(iii) All work performed on Saturday or Sunday, or on any legal holiday specified in any applicable collective bargaining agreement or in ORS 279B.020(1)(b)(B-G).

b. Exception. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week does not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 USC §§ 201-09 from receiving overtime.

c. Notice to Employees. Contractor must give notice in writing to its employees who perform work under this Contract, at the time of hire, before commencement of work under this Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees might be required to work.

d. Prohibition on Discriminatory Wage Rates Based on Sex. Contractor shall comply with ORS 652.220 (addressing the prohibition of discriminatory wage rates based on sex and that employer is not to discriminate against an employee who is a complainant).

Compliance is a material element of this Contract. Failure to comply is a breach that entitles District to terminate this Contract for cause.

e. Salary Discussion. Contractor may not prohibit any of its employees from discussing the employee’s wages, salary, benefits, or other compensation with another employee or another person, and Contractor may not retaliate against an employee who does so.

f. Exemption. This Section 15 does not apply to contracts that are solely for goods or personal property that do not include the provision of services.

Request to table for discussion of revisions if invited to negotiate a final contract. Certain of these provisions are in conflict with Contractor’s obligations under its collective bargaining agreement.

Response: The District will review, but per our understanding, Per ORS 279B.020, this request can't be allowed.

• Question #18: Attachment C, Sample Contract, Section 20, Sexual Abuse and Misconduct Reporting and Training (ORS 339.370 to 339.400) .

Contractor and its agents and employees providing services to District under this Contract must be trained annually on sexual abuse and misconduct information and reporting as required by ORS 339.400(2).

Request to omit section as not applicable. ORS 339.370 defines “Contractor” as a person providing services to an education provider under a contract in a manner that requires the person to have direct, unsupervised contact with students. Provision of solid waste collection and disposal does not involve direct, unsupervised contract with students."

Response: The District's willing to review this upon award.

• Question #19: Attachment C, Sample Contract, Section 24, Ownership of Work

All work product created by Contractor as part of Contractor’s performance of this Contract, including background data, documentation, and staff work that is preliminary to final reports, shall be made available upon the request of the exclusive property of District to the extent it does not contain Contractor’s confidential information or trade secrets. If any such work product contains intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants District a perpetual, royalty-free, fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, reuse (in whole or in part), all such work product, and to authorize others to do so. District shall have no rights in any preexisting work product of Contractor provided to District by Contractor in the performance of this Contract except to copy, use, and reuse any such work product for District use only. If this Contract is terminated by either Party or by default, District, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver such partially completed work product, reports, or other documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract.

Request to table for discussion of revisions if invited to enter negotiations. Contractor cannot “…grant District a perpetual, royalty free, fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, reuse (in whole or in part), all such work product, and to authorize others to do so.”"

• Question #20: Attachment C, Sample Contract, Section 26, FERPA Redisclosure

As required by the Family Educational Rights and Privacy Act, 20 USC § 1232(g) (FERPA), and ORS 326.565, Contractor may not disclose any information or records regarding students or their families that Contractor might learn or obtain in the course and scope of its performance of this Contract. The Parties recognize that FERPA imposes strict penalties for improper disclosure or redisclosure of confidential student information, including but not limited to denial of access to personally identifiable information from education records for at least five years (34 CFR § 99.67(e)). Therefore, consistent with FERPA’s requirements, personally identifiable information that Contractor obtains in the performance of this Contract may not be redisclosed to third parties without the written consent of the student’s parent or guardian and must be used only for the purposes identified in this Contract.

Request to delete as inapplicable to the Services. This contract does not contemplate handling of confidential or personally identifiable information, which is a specific type of solid waste service.

• Question #21: Attachment C, Sample Contract, Section 26, Unsupervised Contact with Students/Background Checks.

Unsupervised contact with students means contact with students that provide the person opportunity and probability for personal communication or touch when not under direct supervision. Contractor will ensure that Contractor, any subcontractors, and their officers, agents and employees will have no direct unsupervised contact with students while on District property. Contractor will work with the District to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, agents or employees will have direct, unsupervised, contract with students in a particular circumstance or circumstances, Contractor shall notify the District prior to beginning any Work that could result in such contact. Contractor authorizes the District to obtain information about Contractor and Contractor’s history and to conduct a criminal background check, including fingerprinting, of any officer, agent or employee of Contractor that will have unsupervised contact with students. Contractor also agrees to cause Contractor’s employees and/or subcontractors, if any, to authorize the District to conduct such background checks. Contractor shall pay all fees assessed by the Oregon Department of Education for processing the background check. The District may deduct the cost of such fees from a progress or final payment to the Contractor under this contract, unless the Contractor elects to pay such fees directly. Contractor shall not deploy any employee or agent to provide services under this Contract if (a) the employee or agent would have direct, unsupervised contact with students as determined by the District; and (b) the employee or agent has been convicted of a crime listed in ORS 342.143(3).

Contractor conducts its own pre-employment background screening.

Response: This is Section 27. These changes are not accepted.

• Question #22: Attachment C, Sample Contract, Section 32, Indemnity and hold harmless.

Contractor shall defend, indemnify, and hold harmless District, its officers, agents, and employees against all liability, loss, costs, or expenses, including attorney fees, and against all claims, actions, or judgments based upon or arising out of damage or injury

(including death) to persons or property to the extent caused by any act or omission of an act sustained in any way in connection with the negligent performance of this Contract or by conditions created thereby, or based upon violation of any statute, ordinance, or regulation or willfull misconduct. This contractual indemnity provision does not abrogate common law or statutory liability and indemnification to District, but is in addition to such common law or statutory provisions. This indemnification by Contractor shall not extend to Excluded Waste Materials (any waste tires, (ii) radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio-hazardous, regulated medical or hazardous waste, toxic substance or material, as defined by, characterized or listed under applicable federal, state, or local laws or regulations, (iii) any materials containing information protected by federal, state or local privacy and security laws or regulations, (iv) any other items or material prohibited by federal, state or local laws or regulations, or that could adversely affect the operation or useful life of the facility(ies) receiving the District’s Waste Materials, (collectively, "Excluded Waste Materials")”, the responsibility for and title to which shall remain with the District at all times. The District shall defend, indemnify, and hold Contractor, its officers, agents, and employees, harmless against all liability, loss, costs, or expenses, including attorney's fees, and against all claims, actions or judgments based upon or arising out of damage or injury (including death) to persons or property to the extent caused by any act or omission of an act sustained in any way in connection with the negligent performance of this Agreement by the District, its agents, and anyone directly or indirectly employed by the District, or based upon violation of any statute, ordinance or regulation or willful misconduct. This contractual indemnity provision does not abrogate common law or statutory liability and indemnification to Contractor, but is in addition to such common law or statutory provisions. Neither the District nor Contractor shall be responsible for any special or consequential damages whatsoever, including, without limitation, extra expense, loss of earnings, loss of profits, loss of use and business interruption, whether resulting from negligence, breach of this Agreement, or otherwise, even if the possibility of such damages may have been foreseeable.

If selected to enter negotiations, Contractor requests to discuss revisions to the indemnity, at a minimum, to provide for Excluded Waste.

• Question #23: Exhibit D, Insurance Requirements.

Certificate(s) of Insurance Required. Contractor shall furnish a current Certificate(s) of Insurance to District prior to Contract execution. The Certificate(s) shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without 30 days’ written notice from Contractor’s insurer to District. The Certificate(s) shall also state the deductible or retention level. For commercial general liability, the Certificate shall also provide that District, its agents, officers, and employees are Additional Insureds with respect to Contractor’s services to be provided under this Contract. An additional-insured endorsement shall be attached to the Certificate. No work shall commence until District receives the Certificate and additionalinsured endorsement. If requested, complete copies of insurance policies shall be provided to District.

Request to table for discussion of revisions needed to align with Contractor’s policy(ies) if invited to enter negotiations.

• Question #24:

Attachment C - Sample Contract

2. Subcontracts. Contractor shall not subcontract any of the work required by this Contract, or assign or transfer any of its interest in this Contract, without the prior written consent of District, which may be withheld without causeshall not be unreasonably withheld. In addition to any other provisions that District may require, Contractor shall require that any subcontractor under this Contract be bound by all the same terms and conditions of this Contract. Such subcontracts are solely between Contractor and the subcontractor and shall not bind District.

• Question #25:

7. Nonperformance. In the event of Contractor’s or any subcontractor’s nonperformance under this Contract, District, after seven days’ written notice to Contractor and Contractor fails to cure any such nonperformance within seven (7) thereafter, may obtain from other sources any products or services as required to accomplish the purposes of this Contract. Contractor must pay the difference excess in cost, if any, for these products or Services that the District would have otherwise paid Contractor. For purposes of this Section 7, “nonperformance” means the failure to appear and perform work or deliver goods as specified and scheduled.

• Question #26:

8. Payment.

a. Payment Schedule. District will pay Contractor for Deliverables Services as they are provided in accordance with Exhibit A.

b. Monthly Invoices. Contractor will provide District with monthly invoices detailing Deliverables Services provided and reimbursable expenses (i) incurred in the preceding month and (ii) previously billed. Invoices must include itemization of all approved Contract amendments, whether or not they are currently being billed. Contractor expressly waives any right to additional payment for any Deliverables in the absence of District’s written authorization or request.

c. Payment Method and Timing. Upon acceptance of Deliverables, invoice approval, and satisfaction of the terms of this Contract, District must pay Contractor for Deliverables Services provided and for reimbursable expenses authorized under this Contract within 30 days of receiving the invoice. If either Party terminates this Contract early in accordance with Section 10Upon termination or expiration of this Contract, Contractor may bill District, and District must pay, for all undisputed invoices for Deliverables Services provided through the effective date of the notice of termination.

d. Reimbursables; Proof of Payment. Upon District’s request, Contractor must provide to District all records of reimbursable expenses, expenses pertaining to a change in DeliverablesServices, and any Deliverables Services provided on the basis of hourly rates or expense. Contractor must save these records for at least three years after final payment. Upon District’s request, Contractor must also provide District with proof of payment to any vendor or subcontractor.

e. Errors; Fee Adjustments. Contractor must perform any additional work that might be necessary to correct errors or omissions in Deliverables Services without undue delay and without additional cost. Regardless of the structure of Contractor’s fees, the fees may be adjusted downward if, in accordance with this Contract, District reduces Deliverables Services to be provided by Contractor.

Response: The District's willing to review this upon award. District will require written authorization for any services.

• Question #27:

9. Requirements Relating to GoodsReserved. If this Contract involves the purchase of “goods,” as that term is defined in ORS 279A.010, the following terms are part of this Contract.

a. Delivery of Goods. All deliveries will be FOB destination with all transportation and handling charges paid by Contractor, unless otherwise specified in an exhibit to this Contract. If specifically authorized to ship goods FOB shipping point, Contractor must send the goods by the cheapest method, prepay the shipping costs, and bill District with an itemized accounting of these costs. In the case of any COD shipment, responsibility for loss or damage to the goods will remain with Contractor until final inspection and acceptance of the goods by District, at which time responsibility for the goods will pass to District except as to latent defects, fraud, or Contractor’s warranty obligations.

b. Inspection of Goods. Goods provided under this Contract are subject to inspection and testing by District at times and places determined by District. If District determines that any goods are incomplete or not in compliance with this Contract, District, in its sole discretion, may either reject the goods, require Contractor to correct any defects without charge, or negotiate with Contractor to sell the goods to District at reduced prices, whichever option District deems equitable under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by District, District may reject the goods and cancel this Contract in whole or in part. Any rejection of goods or materials, whether held by District or returned to Contractor or the applicable subcontractor, will be at Contractor’s risk and expense. Nothing in this paragraph in any way affects District’s rights as a buyer under the Uniform Commercial Code (UCC), including the rights and remedies relating to rejection under ORS 72.6020 or revocation of acceptance under ORS 72.6080.

c. Purchase Order Number Required. All invoices, packing lists, packages, shipping notices, and any other written document affecting this Contract must contain the applicable purchase order number. A packing list indicating the contents of the shipment must be enclosed with every shipment under this Contract, and each container must be marked with the purchase order number.

d. Warranties. Unless otherwise stated, all goods must be free of all encumbrances, be new (and, if applicable, the current model), and carry full manufacturer warranties. Contractor warrants that all goods delivered are free from defects in labor, material, and manufacture and are in compliance with the specifications set out in this Contract. All implied and express warranty provisions of the UCC are hereby incorporated into this Contract.

e.9. Cash Discount. If District is entitled to a cash discount, the period of computation will start on the date the entire order is delivered or on the date the invoice is received, whichever is earlier.

• Question #28:

10. Early Termination. This Contract may be terminated before the end of term stated above, as follows:

a. Mutual Termination. District and Contractor, by mutual written agreement, may terminate this Contract at any time.

b. Unilateral Termination. District, in its sole discretion, may terminate this Contract for any reason on 30 days’ written notice to Contractor.

c.b. Termination for Breach. Either District or Contractor may terminate this Contract if this Contract is breached by the other. Before termination, the Party seeking termination must give the other Party written notice of the breach and the intent to terminate. If the Party committing the breach has not entirely cured the breach within 15 days of delivery of the notice, the Party giving the notice may terminate this Contract at any time thereafter by giving a written notice of termination. If the breach cannot be cured, however, no advance notice is required and the nonbreaching Party may immediately terminate this Contract with written notice of termination.

d.c. Other. Notwithstanding subsection 10(c), District may immediately terminate this Contract by written advance notice to Contractor, and Contractor’s inability to provide adequate assurances of continued performance, upon the denial, suspension, revocation, or nonrenewal of any license, permit, or certificate that Contractor must hold to provide DeliverablesServices.

Response: Section B needs to be restored. The District will not remove Unilateral termination. Section D changes aren't accepted.

• Question #29:

11. Payment on Early Termination. Upon termination under Section 8, payment shall be made as follows:

a. If terminated under subsection 10.a or 10.b, District shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with this Contract. Except for claims that arise from the District’s negligence or willful misconduct, District shall not be liable for direct, indirect, or consequential damages. Termination shall not result in a waiver of any other claim that District may have against Contractor.

b. If terminated under subsection 10.c by Contractor due to a breach by District, District shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with this Contract, including any other damages Contractor is entitled to seek. Termination shall not result in a waiver of any other claim that Contractor may have against District.

c. If terminated under subsection 10.c by District due to a breach by Contractor, or if terminated under subsection 10.d, District shall pay Contractor for work performed prior to the termination date, provided such work was performed in accordance with this Contract, less any setoff to which District is entitled.

Response: These changes are not accepted.

• Question #30:

24. Ownership of WorkReserved. All work product created by Contractor as part of Contractor’s performance of this Contract, including background data, documentation, and staff work that is preliminary to final reports, shall be the exclusive property of District. If any such work product contains intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants District a perpetual, royalty-free, fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, reuse (in whole or in part), all such work product, and to authorize others to do so. District shall have no rights in any preexisting work product of Contractor provided to District by Contractor in the performance of this Contract except to copy, use, and reuse any such work product for District use only. If this Contract is terminated by either Party or by default, District, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver such partially completed work product, reports, or other documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract.

• Question #31:

26. FERPA Redisclosure. As required by the Family Educational Rights and Privacy Act, 20 USC § 1232(g) (FERPA), and ORS 326.565, and to the extent applicable to Contractor’s services, Contractor may not disclose any information or records regarding students or their families that Contractor might learn or obtain in the course and scope of its performance of this Contract. The Parties recognize that FERPA imposes strict penalties for improper disclosure or redisclosure of confidential student information, including but not limited to denial of access to personally identifiable information from education records for at least five years (34 CFR § 99.67(e)). Therefore, consistent with FERPA’s requirements, personally identifiable information that Contractor obtains in the performance of this Contract may not be redisclosed to third parties without the written consent of the student’s parent or guardian and must be used only for the purposes identified in this Contract.

• Question #32:

27. Unsupervised Contact with Students/Background Checks. Unsupervised contact with students means contact with students that provide the person opportunity and probability for personal communication or touch when not under direct supervision. Contractor will ensure that Contractor, any subcontractors, and their officers, agents and employees will have no direct unsupervised contact with students while on District property. Contractor will work with the District to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, agents or employees will have direct, unsupervised, contract with students in a particular circumstance or circumstances, Contractor shall notify the District prior to beginning any Work that could result in such contact. Contractor authorizes the District to obtain information about Contractor and Contractor’s history and to conduct a criminal background check, including fingerprinting, of any officer, agent or employee of Contractor that will have unsupervised contact with students. Contractor also agrees to cause Contractor’s employees and/or subcontractors, if any, to authorize the District to conduct such background checks. Contractor shall pay all fees assessed by the Oregon Department of Education for processing the background check. The District may deduct the cost of such fees from a progress or final payment to the Contractor under this contract, unless the Contractor elects to pay such fees directly. Contractor shall not deploy any employee or agent to provide services under this Contract if (a) the employee or agent would have direct, unsupervised contact with students as determined by the District; and (b) the employee or agent has been convicted of a crime listed in ORS 342.143(3).

Response: These changes are not accepted.

• Question #33:

32. Indemnity and Hold Harmless. Contractor shall defend, indemnify, and hold harmless District, its officers, agents, and employees against all liability, loss, costs, or expenses, including attorney fees, and against all third-party claims, actions, or judgments based upon or arising out of damage or injury (including death) to persons or property caused by any act or omission of an act sustained in any way in connection with the performance of this Contract or by conditions created thereby, or based upon violation of any statute, ordinance, or regulationto the extent arising from Contractor’s negligence or willful misconduct in its performance of this Contract. This contractual indemnity provision does not abrogate common law or statutory liability and indemnification to District, but is in addition to such common law or statutory provisions.

• Question #34:

38. Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and rules of District. Any legal action involving any question arising under this Contract must be brought in Washington County Circuit Courta court of competent jurisdiction in the State of Oregon. If the claim must be brought in a federal forum, it shall be brought and conducted in the United States District Court for the District of Oregon.

Response: Please refer to Addendum #6, Update in Attachment C – Sample Contract 38. Governing Law.

• Question #35:

EXHIBIT A

STATEMENT OF WORK/DELIVERABLES

Response: This is accepted.

• Question #36:

Contractor takes exception to providing on-call services within twenty-four (24) hours because such service level may not be operationally feasible. Contractor can agree to provide on-call services as soon as reasonably practicable but in no more than two

(2) business days.

Response: This is not accepted.

• Question #37:

Contractor takes exception to the RFP requirement defective, damaged or unpleasant smelling containers would be replaced and requests the words “repair, if necessary,” be added, as repair/sanitization of containers may not necessarily require replacement:

Response: District would accept as long as District is not left without container.

• Question #38

Contractor takes exception to the insurance requirements. Contractor shall not be required to disclose Contractor’s deductible amounts or retention levels because such information contains proprietary information. Further, Contractor shall not be required to provide the District with copies of any of its insurance policies because they contain proprietary information.

Response: Contractor must be able to demonstrate via a current certificate of insurance the required coverages. If the District requests complete copies of Contractor’s policies, Contractor may redact proprietary information.

• Question #39

Contractor takes exception to Paragraph 2 of the Standard Terms in the Sample Contract. Should Contractor subcontract any portion of the work under the contract, the District shall not unreasonably withhold its consent to such subcontractor.

Response: Please refer to response to Question #24.

• Question #40

Contractor takes exception to Paragraph 7 of the Standard Terms in the Sample Contract. Contractor requests that the language therein be clarified to state that (i) Contractor shall have seven days to cure any defective performance following written notice from the District, and (ii) if Contractor fails to cure such defective performance, the Contractor shall be required to pay the District any costs to secure substitute performance in excess of what the District would have otherwise paid Contractor.

Response: Please refer to response to Question #25.

• Question #41

Contractor takes general exception to the concept of “deliverables” in the Sample Contract. Contractor provides services, not deliverables, and concepts attendant to deliverables, such as acceptance procedures and ownership (Paragraph 24 of the Sample Contract), are inapplicable.

Response: Please refer to response to Question #35 and Question #30.

• Question #42

Contractor takes exception to Paragraph 9 of the Standard Terms in the Sample Contract. Terms related to the provision of goods are inapplicable to Contractor’s services.

Response: Please refer to response to Question #27.

• Question #43

Contractor takes exception Paragraph 10 of the Standard Terms in the Sample Contract. Contractor objects to either party’s ability to terminate the contract for convenience. Further, Contractor requests that the District’s ability to terminate the contract for Contractor’s loss of any required permitting be contingent upon Contractor’s inability to provide adequate assurances of continued performance. Contractor takes exception to the District having any right to setoff.

Response: Please refer to response to Question #28.

• Question #44

Contractor takes exception to Paragraph 27 of the Standard Terms in the Sample Contract. The District shall not have the authority to conduct background checks on Contractor’s employees.

Response: Please refer to response to Question #32.

• Question #45

Contractor takes exception to Paragraph 32 of the Standard Terms in the Sample Contract. Contractor agrees to indemnify the District only from third-party claims and only to the extent those claims arise from Contractor’s negligence or willful misconduct.

Further, the indemnification provisions shall supersede Contractor’s common law indemnification responsibilities.

Response: Please refer to response to Question #33.

• Question #46

Contractor takes exception to Paragraph 38 of the Standard Terms in the Sample Contract. Contractor does not consent to the exclusive jurisdiction of Washington County courts.

Response: Please refer to response to Question #34.

• Question #47

The District hereby grants the exclusive right and privilege to Contractor to perform all of the services set forth in the RFP. The District may, in its sole discretion, enforce the exclusivity provisions of the Agreement against third-party violators, taking into account the cost of doing so and other factors. Contractor may independently enforce the exclusivity provisions of the Agreement against third-party violators, including, but not limited to, seeking injunctive relief and/or damages, and the District shall use good-faith efforts to cooperate in such enforcement actions brought by Contractor. The District shall use its best efforts to adopt ordinances, rules or regulations that have the effect of requiring third parties, including, without limitation, District, to comply with the provisions of the Agreement, including, without limitation, the exclusive service rights granted to Contractor pursuant to the Agreement.

Response: This is not accepted.

• Question #48

Notwithstanding anything herein to the contrary: (a) Contractor shall have no obligation to collect any material which is or contains, or which Contractor reasonably believes to be or contain, radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or hazardous material as defined by applicable federal, state or local laws or regulations (“Excluded Waste”); (b) if Contractor finds what reasonably appears to be discarded Excluded Waste, Contractor shall promptly notify the District and the producer of the Excluded Waste, if the producer can be readily identified; and (c) title to and liability for any Excluded Waste shall remain with the producer of the Excluded Waste, even if Contractor inadvertently collects or disposes of such Excluded Waste.

• Question #49

District must comply with any description of and/or procedures with respect to removal of contaminants or preparation of recyclable materials as reasonably provided by Contractor. If any customer fails to do so, Contractor may decline to collect such materials without being in breach of the Agreement. Contractor shall not be responsible for and has not made any representation regarding the ultimate recycling of such recyclable materials by any third party facilities.

• Question #50

Except in the case of Contractor’s negligence or willful misconduct, Contractor shall not be liable for any damages to pavement, curbing, or other driving surface resulting from the weight of its trucks and equipment.

• Question #51

Notwithstanding anything herein to the contrary, in the event that a container becomes lost, unsightly, unsanitary, broken, or unserviceable because of the acts or omissions of the District (excluding normal wear and tear), the District will be charged for the resulting repairs or replacement and such amounts will be paid to Contractor upon demand.

• Question #52

Any equipment furnished hereunder by Contractor shall remain the property of Contractor; however, District shall have care, custody and control of the equipment while at the service locations. District shall use the equipment only for its proper and intended purpose.

District shall not overload (by weight or volume), move, alter or install any devices on the equipment, and shall not manually or mechanically compact any materials inside the equipment, except inside compactor receiver boxes specially designed for such purpose, and shall not allow any third party to take any such actions. District shall pay additional charges each time that a container is overloaded (by weight or volume). District must provide unobstructed access to the equipment on the scheduled collection day.

The word “equipment” as used in this Agreement shall mean all containers used for the storage of non-hazardous solid waste.

• Question #53

Notwithstanding anything herein to the contrary, Contractor may pass through and the District shall pay to Contractor any documented increases in disposal or processing fees, increases in Contractor's costs due to changes in local, state or federal rules, ordinances or regulations applicable to Contractor's operations or the services provided hereunder, and any increases in and newly imposed taxes, fees or other governmental charges assessed against or passed through to Contractor (other than income or real property taxes).

• Update in Attachment C – Sample Contract

38. Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and rules of District. Any legal action involving any question arising under this Contract must be brought in Multnomah County Circuit Court. If the claim must be brought in federal uniform, it shall be brought and conducted in the United States District Court for the District of Oregon.

• Update in Attachment C – Sample Contract

12. Nondiscrimination (Required by ORS 279A.110). Contractor may not discriminate against a disadvantaged business enterprise, a minority-owned or women-owned business, an emerging small business certified under ORS 200.055, or a veteran-owned business. Additionally, Contractor must comply with all applicable requirements of federal and state civil-rights law and rehabilitation statutes and must not discriminate based on race, religion, 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.

Addendum #6 issued August 15, 2025. Signature required below and form to be submitted with any proposals submitted.

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