BID 2022-16 2022 HVAC Upgrades Project.pdf

Section 1 – CareOregon Bid Packet

CAREOREGON, INC.

NOTICE OF CONSTRUCTION CONTRACT OPPORTUNITY

INVITATION TO BID #2022-16

2022 HVAC Upgrades Project

August 25, 2022

CareOregon, Inc (“CareOregon”) is accepting sealed bids for the 2022 HVAC Upgrades Project for its building located at 315 SW 5th Ave., Portland, OR until September 26, 2022, 2:00 PM, Pacific Time, (“Bid Closing”).

DELIVER BIDS VIA EMAIL TO: procurement@careoregon.org. The email subject line must reference #2022-16. Upon receiving of the bid, CareOregon will send bidders an email confirmation acknowledging receipt. Bids delayed or lost by email system filtering or failures may be considered at Clackamas County’s sole and absolute discretion.

Bidding Documents can be downloaded from OregonBuys (https://oregonbuys.gov/bso/).

Prospective Bidders will need to sign in to download the information and that information. Prospective Bidders are responsible for obtaining any Addenda from OregonBuys.

Procurement Contact Information: George Marlton, (503) 416-4706, marltong@careoregon.org.

Project Engineer: Grant Bowers of Solarc Energy Group LLC, (503) 349-0966, grantb@solarcenergygroup.com.

A Mandatory Pre-Bid Conference will be conducted on September 8, 2022 at 11:00 AM. Bidders shall meet with CareOregon representatives in the First Floor Lobby of the CareOregon building located at 315 SW Fifth Ave., Portland, OR 97204. Attendance will be documented through a sign-in sheet prepared by the CareOregon representative. Prime bidders who arrive more than ten (10) minutes after the start time of the meeting (as stated in the solicitation) or after the discussion portion of the meeting (whichever comes first) shall not be permitted to sign in and will not be permitted to submit a bid on the project.

CareOregon strongly encourages bids from Minority, Women, Service-Disabled Veterans, and Emerging Small Businesses and requires all prime contractors to conduct Good Faith Efforts for the selection of subcontractors.

Table of Contents

Section 1………………………………............ Notice of Construction Contract Opportunity Section 2……………………………………… Instructions to Bidders Section 3……………………………………… Good Faith Effort Forms Section 4……………………………………… Bid Form Section 5……………………………………… Standard Contract and General Conditions Section 6……………………………………… Project Manual (Plans, Specifications and Drawings) mailto:procurement@careoregon.org https://oregonbuys.gov/bso/ mailto:marltong@careoregon.org mailto:grantb@solarcenergygroup.com

Section 2 – CareOregon Bid Packet Page 2

SECTION 2

CAREOREGON CONSTRUCTION CONTRACT

INSTRUCTIONS TO BIDDERS

1. Minimum Qualifications: Bidders shall meet Minimum Contractor and Specialty Subcontractor

Qualifications as defined in the Project Manual. In summary, these Minimum Qualifications include:

• Contractor & Sub-Contractor(s): Each construction trade shall have a minimum of five years of experience with the type of work that they will perform under this contract.

2. Scope of Work. The “Work” contemplated under this contract with the Owner, includes all permits, labor, materials, transportation, equipment and services necessary for, and reasonably incidental to, the completion of all construction Work in connection with the project described in the Project Manual which includes, but is not necessarily limited to, the Notice of Construction Contract Opportunity, Instructions to Bidders, Good Faith Effort Forms, Bid Form, Standard Contract and General Conditions, and the Project Manual (Plans, Specifications and Drawings).

3. Examination of Site and Conditions. Before making a Bid, the Bidder shall examine the site of the Work and ascertain all the physical conditions in relation thereto. The Bidder shall also make a careful examination of the Project Manual including the plans, specifications, and drawings and other contract documents, and shall be fully informed as to the quality and quantity of materials and the sources of supply of the materials. Failure to take these steps will not release the successful Bidder from entering into the contract nor excuse the Bidder from performing the Work in strict accordance with the terms of the contract at the price established by the Bid.

The Owner will not be responsible for any loss or for any unanticipated costs, which may be suffered by the successful Bidder, as a result of such Bidder's failure to be fully informed in advance with regard to all conditions pertaining to the Work and the character of the Work required, including site conditions. No statement made by an elected official, officer, agent, or employee of the Owner in relation to the physical or other conditions pertaining to the site of the Work will be binding on the Owner, unless covered by the Project Manual or an Addendum.

4. Interpretation of Project Manual and Approval of Materials Equal to Those Provided in the

Specifications. If any Bidder contemplating submitting a Bid for the proposed contract is in doubt as to the true meaning of any part of the plans, specifications, or forms of contract documents, or detects discrepancies or omissions, such Bidder may submit to the Architect (read "Engineer" throughout in lieu of Architect as appropriate) a written request for an interpretation thereof at least seven (7) calendar days prior to the date set for the Bid Closing.

When a prospective Bidder seeks approval of a particular manufacturer's material, process or item of equal value, utility, or merit other than that designated by the Architect in the Project Manual, the Bidder may submit to the Architect a written request for approval of such substitute at least seven (7) calendar days prior to the date set for the Bid Closing. The prospective Bidder submitting the request will be responsible for its prompt delivery.

Requests of approval for a substitution from that specified shall be accompanied by samples, records of performance, certified copies of tests by impartial and recognized laboratories, and such other information as the Architect may request.

Section 2 – CareOregon Bid Packet Page 3

To establish a basis of quality, certain processes, types of machinery and equipment or kinds of materials may be specified in the Project Manual either by description of process or by designating a manufacturer by name and referring to a brand or product designation or by specifying a kind of material. Whenever a process is designated or a manufacturer's name, brand or item designation is given, or whenever a process or material covered by patent is designated or described, it shall be understood that the words "or approved equal" follow such name, designation, or description, whether in fact they do so or not.

Any interpretation of the Project Manual or approval of manufacturer's material will be made only by an Addendum duly issued. All Addenda will be posted to the OregonBuys listing and will become a part of the Project Manual. The Owner will not be responsible for any other explanation or interpretation of the Project Manual nor for any other approval of a particular manufacturer's process or item for any Bidder.

When the Architect approves a substitution by Addendum, it is with the understanding that the

Contractor guarantees the substituted article or material to be equal or better than the one specified.

5. Execution of the Bid Form. Each Bid shall be made in accordance with: (i) the sample Bid Form accompanying these instructions; (ii) the appropriate signatures for a sole individual, partnership, corporation, or limited liability corporation shall be added as noted in Article 5C above; (iii) numbers pertaining to base Bids shall be stated both in writing and in figures; and (iv) the Bidder's address shall be typed or printed.

The Bid Form relates to Bids on a specific Project Manual. Only the amounts and information asked for on the Bid Form furnished will be considered as the Bid. Each Bidder shall Bid upon the Work exactly as specified and provided in the Bid Form. The Bidder shall include in the Bid a sum to cover the cost of all items contemplated by the Contract. The Bidder shall Bid upon all alternates that may be indicated on the Bid Form. When Bidding on an alternate for which there is no charge, the Bidder shall write the words "No Charge" in the space provided on the Bid Form. If one or more alternates are shown on the Bid Form, the Bidder shall indicate whether each is "add" or "deduct."

6. Prohibition of Alterations to Bid. Bids that are incomplete or contain ambiguities or have differing conditions required by the Bidder, including requested changes or exceptions to the Standard Contract and General Conditions form or other portions of the Project Manual, may be rejected in Owner’s sole and absolute discretion.

7. Submission of Bid. Each complete Bid shall be emailed to Procurement@careoregon.org with the name of the Project in the subject line. Bids must be received by the date and time stated in the Notice of Contract Opportunity.

8. Acceptance or Rejection of Bids by Owner. Unless all Bids are rejected, the Owner will award a contract based on the lowest responsive Bid from a responsible Bidder. If that Bidder does not execute the contract, it will be awarded to the next lowest responsible Bidder or Bidders in succession. The Owner reserves the right to reject all Bids and to waive minor informalities.

9. Withdrawal of Bid. At any time prior to the Bid Closing, a Bidder may withdraw its Bid. This will not preclude the submission of another Bid by such Bidder prior to the time set for the Bid mailto:Procurement@careoregon.org

Section 2 – CareOregon Bid Packet Page 4

Closing. After the time set for the Bid Closing, no Bidder will be permitted to withdraw its Bid, except as provided for in Paragraph 7.

10. Execution of Contract, Performance Bond and Payment Bond. The Owner will provide the successful Bidder with contract forms. The Bidder is required to execute the contract forms as provided, including any required performance bond and a payment bond from a surety company licensed to do surety business in the State of Oregon, within seven (7) calendar days after receipt of the contract forms. The contract forms shall be delivered to the Owner in the manner instructed by the Owner.

11. Clarification of the Solicitation Document or Specifications. Any request for clarification of the solicitation document or specifications must be submitted to the Procurement Contact person listed in the Notice. Requests for clarification may be submitted no less than five (5) business days prior to the Bid Closing Date.

12. Good Faith Effort. CareOregon encourages participation in contracts by Historically

Underrepresented Businesses. “Historically Underrepresented Businesses” are State of Oregon-certified or self-identified minority, women, service-disabled veteran, and emerging small business.

Bidders must perform Good Faith Effort (defined below) and submit Form 1 and Form 2 for the Bidders Bid to be considered responsive. Form 1 and Form 2 must be submitted within two (2) hours after the Bid Closing Date and Time. Form 1 and Form 2 must be emailed to Procurement@careoregon.org. “Good Faith Effort” is a requirement of a prime contractor to reach out to at least three Historically Underrepresented Business Subcontractors for each division of Work that will be subcontracted out and to complete the required forms. If fewer than three Historically Underrepresented Business Subcontractors are reasonably available for a particular division of Work, the Bidder must specifically note the reason for there being fewer than three contacts. The outreach should be performed with sufficient time to give the subcontractors at least five (5) calendar days to respond to the opportunity. Form 3, which documents the actual amount of subcontractors on the project, must be submitted with the project final pay application. Compliance with the Good Faith Effort and submission of Forms 1, 2 and 3 is a contractual requirement for final payment.

The sufficiency of the documentation or the performance of Good Faith Effort shall be in the sole and absolute determination of the Owner.

13. COVID-19 Safety Requirements. All of Contractor’s personnel that enter CareOregon properties shall comply with the CareOregon Covid-19 Safety Requirements hereby incorporated by reference and found at: https://www.careoregon.org/contact-us/vendor-resources.

https://www.careoregon.org/contact-us/vendor-resources

CareOregon, Inc. GFE (8/2022) Page 1 of 4

GOOD FAITH EFFORT

SUBCONTRACTOR AND SELF-PERFORMED WORK LIST

(FORM 1)

Prime Contractor Name: Total Contract Amount:

Project Name: 2022 HVAC Upgrades Project PRIME SELF-PERFORMING: Identify below ALL GFE Divisions of Work (DOW) to be self-performed. Good Faith Efforts are otherwise required

DOW BIDDER WILL SELF-PERFORM (GFE not required)

PRIME CONTRACTOR SHALL DISCLOSE AND LIST ALL SUBCONTRACTORS, including those Minority-owned, Woman-owned, Service-Disabled Veteran, and Emerging Small Businesses firms (“M/W/SDV/ESB”) that you intend to use on the project. Email to Procurement at procurement@careoregon.org within 2 hours of the BID/Quote Closing Date/Time

LIST ALL SUBCONTRACTORS BELOW

Use correct legal name of Subcontractor

(No Assumed Business Names)

Division of Work (Painting, electrical, landscaping, etc.)

List ALL DOW performed by Subcontractors

DOLLAR

AMOUNT OF

SUBCONTRACT

If certified or self-reporting

MBE/WBE/ESB/SDV

Subcontractor Check box

MBE

WBE

SDV

ESB

Name Address City/St/Zip Phone#

OCCB#

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip mailto:procurement@careoregon.org

CareOregon, Inc. GFE (8/2022) Page 2 of 4

GFE SUBCONTRACTOR AND SELF-PERFORMED WORK LIST (FORM 1) cont’d

(No Assumed Business Names)

Division of Work (Painting, electrical, landscaping, etc.)

SUBCONTRACT

If certified or self-reporting

MBE/WBE/ESB/SDV

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

CareOregon, Inc. (8/2022) Page 3 of 4

GOOD FAITH EFFORT

M/W/SDV/ESB CONTACT / BIDS RECEIVED LOG

(FORM 2)

Prime Contractor:

Project:

Prime Contractor must contact or endeavor to contact at least 3 M/W/SDV/ESB Subcontractors for each Division of Work. Prime Contractor shall record its contacts with M/W/SDV/ESB Subcontractors through use of this log (or equivalent) entering all required information. All columns shall be completed where applicable. Additional forms may be copied if needed.

NAME OF M/W/SDV/ESB

SUBCONTRACTOR

Divisions of Work (Painting, electrical, landscaping, etc.)

Date Sollicitation Email / Fax

Sent

PHONE CONTACT

BID ACTIVITY

Check Yes or No

REJECTED BIDS

(if bid received & not used)

Notes

Will Bid

Bid Received

Bid Used

Bid Amount

Reason Not Used (Price, Scope or Other. If Other, explain in Notes>>) Date of Call Person Receiving Call

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

CareOregon, Inc. (8/2022) Page 4 of 4

GOOD FAITH EFFORT

PROJECT COMPLETION REPORT

(FORM 3)

Prime Contractor Name: Total Contract Amount:

Project Name:

Complete this form and submit with your request for final payment upon the project completion. Please list all subcontractors used for the project. Use additional sheets as necessary.

(No Assumed Business Names)

Division of Work (Painting, electrical, landscaping, etc.)

SUBCONTRACT

If certified or self-reporting

MBE/WBE/ESB/SDV

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

Address City/St/Zip

BY SIGNING BELOW, I HEREBY CERTIFY THAT THE ABOVE LISTED FIRMS HAVE BEEN UTILIZED BY OUR COMPANY IN THE AMOUNTS REPRESENTED ABOVE AND THAT

THE INFORMATION CONTAINED HEREIN IS COMPLETE AND ACCURATE.

Authorized Signature of Contractor Representative Date

Section 4 - CareOregon Bid Form Page 1

CAREOREGON

CONSTRUCTION CONTRACT BID FORM

BID #: 2022-16

PROJECT: 2022 HVAC Upgrades Project BID CLOSING: September 26, 2022, 2:00 PM, Pacific Time

FROM: __________________________________________________________________

Bidder’s Name (must be full legal name, not ABN/DBA)

TO: CareOregon Procurement & Contract Services – Procurement@careoregon.org

1. Bidder is (check one of the following and insert information requested):

An individual; or A partnership registered under the laws of the State of ________________; or A corporation organized under the laws of the State of _________________’ or A limited liability corporation organized under the laws of the State of ______________.

and authorized to do business in the State of Oregon hereby proposes to furnish all material and labor and perform all Work hereinafter indicated for the above project in strict accordance with the Contract Documents for the Basic Bid as follows:

_______________________________________________Dollars ($_________________) and the Undersigned agrees to be bound by the following documents:

• Invitation to Bid #2022-16 (including the Project Manual) (“BID”)

• Standard Contract and General Conditions Between Owner and Contractor (“GCs”)

• ADDENDA numbered _______ through_______, inclusive (fill in blanks)

2. The Undersigned certifies that Contractor and all subcontractor firms have a minimum of five years of experience with the type of work that they will perform under the Contract.

3. Contractor proposes the following Substantial and Final Completion Dates

Substantial Completion:______________________ Final Completion:___________________________

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

5. The undersigned HAS, HAS NOT (check one) paid unemployment or income taxes in Oregon within the past 12 months and DOES, DOES NOT (check one) have a business address in Oregon. The undersigned acknowledges that, if the selected bidder, that the undersigned will have to pay all applicable taxes and register to do business in the State of Oregon before executing the Contract Form.

Section 4 - CareOregon Bid Form Page 2

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

7. The undersigned certifies that all subcontractors who will perform construction work as described in

ORS 701.005(2) are registered with the Construction Contractors Board in accordance with ORS

701.035 to 701.055 at the time the subcontractor(s) made a bid to work under the contract.

8. The successful Bidder hereby certifies that, in compliance with the Worker's Compensation Law of the

State of Oregon, its Worker's Compensation Insurance provider is ______________________________, Policy No. , and that Contractor shall submit Certificates of Insurance as required.

9. Contractor’s Key Individuals for this project (supply information as applicable):

Project Executive:__________________________, Cell Phone: ____________________, Project Manager: __________________________, Cell Phone: ____________________, Job Superintendent: ________________________, Cell Phone: ____________________, Project Engineer: __________________________, Cell Phone: ____________________.

10. The Undersigned certifies that it has not discriminated against minority, women, veteran, or emerging small businesses in obtaining any subcontracts for this project.

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

Name of Firm: ___________________________________________________

Address: ________________________________________________________

Telephone Number: _______________________________________________

Email: __________________________________________________________

Minority (MBE), Women (WBE), Service-Disabled Veteran (SDV), and Emerging Small Business (ESB): Certified by the State of Oregon (provide certification number as applicable):

MBE WBE SDV ESB

Self-identified (check as applicable):

MBE WBE SDV ESB

Signature: 1) ________________________________________________ Sole Individual

2)_________________________________________________ Partner

3)_________________________________________________ Authorized Officer or Employee of Corporation

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

CareOregon Standard Contract & General Conditions Page 1 Rev 8/2022

STANDARD CONTRACT AND GENERAL CONDITIONS BETWEEN

OWNER AND CONTRACTOR

TABLE OF ARTICLES

1. AGREEMENT

2. GENERAL PROVISIONS

3. CONTRACTOR’S RESPONSIBILITIES

4. OWNER'S RESPONSIBILITIES

5. SUBCONTRACTS

6. TIME

7. PRICE

8. CHANGES

9. PAYMENT

10. INDEMNITY, INSURANCE, AND BONDS

11. SUSPENSION, NOTICE TO CURE, AND TERMINATION

12. DISPUTE MITIGATION AND RESOLUTION

13. MISCELLANEOUS

14. CONTRACT DOCUMENTS

ARTICLE 1 AGREEMENT

This Standard Contract and General Conditions between Owner and Contractor (“Contract”) is entered into XXXX, XX, 2022 (“Commencement Date”), by and between CareOregon, Inc. (“Owner”) and XXXX (“Contractor”) for the construction and services

Project Name: 2022 HVAC Upgrades Project Project Location: 315 SW 5th Ave., Portland, OR

Owner’s Representative: Rick Dyer, Facilities Manager, dyerr@careoregon.org, 503-416-7264 Contractor’s Representative:

Project Design Professional: Grant Bowers, Solarc Energy Group LLC, grantb@solarcenergygroup.com, 503-349-0966

Key Dates:

Substantial Completion: XXX from Commencement Date Final Completion: XXXX, XX, 202X

Lump Sum Contract Price:

mailto:dyerr@careoregon.org mailto:grantb@solarcenergygroup.com

CareOregon Standard Contract & General Conditions Page 2

ARTICLE 2 GENERAL PROVISIONS

2.1 PARTIES’ RELATIONSHIP. Each Party agrees to act on the basis of mutual trust, good faith, and fair dealing, and perform in an economical and timely manner. The Parties shall each endeavor to promote harmony and cooperation among all Project participants.

2.1.1 Neither Contractor nor any of its agents or employees shall act on behalf of or in the name of Owner.

2.2 ETHICS. Each Party shall perform with integrity. Each shall: (a) avoid conflicts of interest; and (b) promptly disclose to the other Party any conflicts that may arise. Each Party warrants it has not and shall not pay or receive any contingent fees or gratuities to or from the other Party, including its agents, officers, employees, Subcontractors, Subsubcontractors, Suppliers, or Others to secure preferential treatment.

2.3 DESIGN PROFESSIONAL. Owner, through its Design Professional, shall provide all engineering design services necessary for the completion of the Work excluding, however, (a) design services delegated to Contractor in accordance with §3.15, and (b) services within the construction means, methods, techniques, sequences, and procedures employed by Contractor, its Subcontractors and Subsubcontractors in connection with their construction operations.

2.3.1 Owner shall obtain from Design Professional either a license for Contractor and

Subcontractors to use the design documents prepared by Design Professional or ownership of the copyrights for such design documents. Owner shall indemnify and hold harmless Contractor against any suits or claims of infringement of any copyrights or licenses arising out of the use of the design documents for the Project.

2.4 DEFINITIONS.

2.4.1 “Contract” means this Standard Contract and General Conditions Between Owner and Contractor, as modified, and exhibits and attachments made part of this agreement upon its execution and listed in Section 14.1.1.

2.4.2 “Business Day” means all Days, except weekends and official federal or state holidays where the Project is located.

2.4.3 A “Change Order” is a written order signed by the Parties after execution of this

Contract, indicating a change in the scope of the Work, Contract Price, or Contract Time, including substitutions proposed by Contractor and accepted by Owner.

2.4.4 The “Contract Documents” consist of (a) this Contract; (b) documents listed in §14.1 as existing contract documents; (c) drawings, specifications, addenda issued and acknowledged before execution of this Contract; (d) information furnished by Owner pursuant to §3.13.4; and

(e) Change Orders, Interim Directives, and amendments issued in accordance with this Contract.

2.4.5 “Contract Price” is the amount indicated in §7.1 and represents full compensation for performance by the Contractor of the Work in conformance with the Contract Documents.

2.4.6 “Contract Time” is the period between the Date of Commencement and the total time authorized to achieve Final Completion in §6.1.1.

CareOregon Standard Contract & General Conditions Page 3

2.4.7 “Contractor” is the person or entity identified in ARTICLE 1. References to General Contractor or Contractor in the Contract Documents may be a reference to Contractor.

2.4.8 “Cost of the Work” means the costs and discounts specified in §8.3.4.

2.4.9 “Commencement Date” is as set forth in §6.1.

2.4.10 “Day” means a calendar day.

2.4.11 “Defective Work” is any portion of the Work that does not conform to the requirements of the Contract Documents.

2.4.12 “Design Professional” means the licensed engineer, and its consultants, retained by Owner to perform design services for the Project.

2.4.13 “Direct Costs” means, unless otherwise provided in the Contract Documents: the cost of materials, including sales tax and the cost of delivery; cost of labor which shall only include the employee compensation and fringe benefit (if applicable, and if paid to or on behalf of the employee) rate plus a maximum of a twelve percent (12%) markup on the direct employee wage (but not the fringe benefit) to cover Contractor’s labor burden including but not limited to social security, Medicare, unemployment insurance, workers’ compensation insurance, sick leave pay;

substantiated Project cost increases for specific insurance (including, without limitation, Builder’s Risk Insurance and Builder’s Risk Installation Floater) or bond premiums; rental cost of equipment, and machinery required for execution of the Work; and the additional costs of field personnel directly attributable to the Work; travel expense reimbursement only if specifically authorized and only to the extent allowable under the CareOregon Contractor Travel Reimbursement Allowance, hereby incorporated by reference. Direct Costs does not include Overhead.

2.4.14 “Final Completion” occurs on the date when Contractor's obligations under this Contract are complete and accepted by Owner and final payment becomes due and payable. This date shall be confirmed by a Certificate of Final Completion signed by Parties.

2.4.15 “Hazardous Material” is any substance or material identified now or in the future as hazardous under the Law, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup.

2.4.16 “Law” means federal, state, or local law, ordinance, code, rule, and regulations applicable to the Work with which Contractor must comply that are enacted as of the Contract date.

2.4.17 “Interim Directive” is a written order containing Work instructions directed by Owner pursuant to §8.2 and that is signed by Owner after execution of this Contract and before Substantial Completion.

2.4.18 “Others” means Owner’s other: (a) contractors/constructors, (b) suppliers, (c) subcontractors, subsubcontractors, or suppliers of (a) and (b); and others employed directly or indirectly by (a), (b), or (c) or any by any of them or for whose acts any of them may be liable.

2.4.19 “Overhead” means those items which may be included in the Contractor's markup

(general and administrative expense and profit) and that shall not be charged as Direct Cost of

CareOregon Standard Contract & General Conditions Page 4 the Work, including without limitation such Overhead expenses as wages or salary of personnel above the level of foreman (i.e., superintendents and project managers), labor rates and fringe benefits above the direct employee wage and fringe benefit (if applicable, and if paid to or on behalf of the employee), Contractor’s labor burden for fringe benefit if paid to the employee, expenses of Contractor's offices and supplies at the Project Site (e.g. job trailer) and at Contractor’s principal place of business and including expenses of personnel staffing the Project Site office and Contractor’s principal place of business, and Commercial General Liability Insurance and Automobile Liability Insurance.

2.4.20 “Owner” is the person or entity identified in ARTICLE 1.

2.4.21 The “Parties” are collectively Owner and Contractor.

2.4.22 The “Project,” as identified in ARTICLE 1, is the building, facility, or other improvements for which Contractor is to perform Work under this Contract. It may also include construction by Owner or Others.

2.4.23 The “Schedule of the Work” is the document prepared by Contractor that specifies the dates on which Contractor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from Owner.

2.4.24 A “Subcontractor” is a person or entity retained by Contractor as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The term Subcontractor does not include Design Professional or Others.

2.4.25 “Substantial Completion” of the Work, or of a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the Project, or a designated portion, for the use for which it is intended, without unapproved disruption. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond Contractor's control. This date shall be confirmed by a Certificate of Substantial Completion signed by the Parties.

2.4.26 A “Subsubcontractor” is a person or entity who has an agreement with a Subcontractor, another subsubcontractor, or Supplier to perform a portion of the Work or to supply material or equipment.

2.4.27 A “Supplier” is a person or entity retained by Contractor to provide material or equipment for the Work.

2.4.28 “Terrorism” means a violent act, or an act that is dangerous to human life, property, or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States government as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended.

2.4.29 “Work” means the construction and services necessary or incidental to fulfill Contractor's obligations for the Project in accordance with and reasonably inferable from the Contract

CareOregon Standard Contract & General Conditions Page 5

Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by Owner or Others.

2.4.30 “Worksite” means the area of the Project location identified in ARTICLE 1 where the

Work is to be performed.

ARTICLE 3 CONTRACTOR'S RESPONSIBILITIES

Contractor shall use its diligent efforts to perform the Work in an expeditious manner consistent with the Contract Documents. Such Work includes furnishing construction administration and management services.

3.1 GENERAL RESPONSIBILITIES.

3.1.1 Contractor shall provide all labor, materials, equipment, and services necessary to complete the Work, all of which shall be provided in full accord with the Contract Documents and shall include any Work reasonably inferable from the Contract Documents.

3.1.2 Contractor represents that it is an independent contractor and that it is familiar with the type of work required by this Contract.

3.1.3 Unless the Contract Documents instruct otherwise, Contractor shall be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized. When following construction means, methods, techniques, sequences, or procedures instructed by the Contract Documents, Contractor is not liable to Owner for damages resulting from compliance with such instructions unless (a) Contractor recognized and (b) failed to timely report to Owner any error, inconsistency, omission, or unsafe practice that it discovered in such requirements.

3.1.4 Contractor shall perform Work only within locations allowed by the Contract Documents, Law, and applicable permits.

3.2 COOPERATION WITH WORK OF OWNER AND OTHERS

3.2.1 Owner may perform work at the Worksite directly or by Others. Any agreements with Others to perform construction or operations related to the Project shall include provisions pertaining to insurance, indemnification, waiver of subrogation, consequential damages, coordination, interference, cleanup, and safety that are substantively the same as the corresponding provisions of this Contract.

3.2.2 If Owner elects to perform work at the Worksite directly or by Others, the Parties shall coordinate the activities of all forces at the Worksite and agree upon fair and reasonable schedules and operational procedures for Worksite activities. Owner shall require each separate contractor to cooperate with Contractor and to assist with the coordination of activities and the review of construction schedules and operations. In accordance with §6.3, Contract Price and Contract Time may be equitably adjusted for changes resulting from the coordination of construction activities, and the Schedule of the Work shall be revised accordingly.

3.2.3 With regard to the work of Owner and Others, Contractor shall: (a) proceed with the

Work in a manner that does not hinder, delay, or interfere with the work of Owner or Others or cause the work of Owner or Others to become defective; (b) afford Owner and Others reasonable

CareOregon Standard Contract & General Conditions Page 6 access for introduction and storage of their materials and equipment and performance of their activities; and (c) coordinate Contractor's Work with theirs.

3.2.4 Before proceeding with any portion of the Work affected by the construction or operations of Owner or Others, Contractor shall give Owner prompt written notification of any defects Contractor discovers in their work which will prevent the proper execution of the Work.

Contractor's obligations in this subsection do not create a responsibility for the work of Owner or Others, but are for the purpose of facilitating the Work. If Contractor does not notify Owner of defects interfering with the performance of the Work, Contractor acknowledges that the work of Owner or Others is not defective and is acceptable for the proper execution of the Work.

Following receipt of written notice from Contractor of defects, Owner shall promptly issue an Interim Directive informing Contractor what action, if any, Contractor shall take with regard to the defects.

3.3 CONTRACT DOCUMENT REVIEW.

3.3.1 Before commencing the Work, Contractor shall examine and compare the drawings and specifications with information furnished in the Contract Documents, relevant field measurements made by Contractor, and any visible conditions at the Worksite affecting the Work.

3.3.2 Should Contractor discover any errors, omissions, or inconsistencies in the Contract

Documents, Contractor shall promptly report them to Owner. Following receipt of written notice from Contractor of errors, omissions, or inconsistencies, Owner shall promptly inform Contractor what action, if any, Contractor shall take with regard to the errors, omissions, or inconsistencies.

3.3.3 In accordance with this Contract, Contractor may be entitled to adjustments of the

Contract Price or Contract Time because of clarifications or instructions arising out of Contractor's reports described in this §3.3.

3.3.4 Nothing in §3.3 shall relieve Contractor of responsibility for its own errors, inconsistencies, or omissions.

3.4 CONSTRUCTION PERSONNEL AND SUPERVISION.

3.4.1 Contractor shall provide competent supervision for the performance of the Work. Before commencing the Work, Contractor shall notify Owner in writing of the name and qualifications of its proposed superintendent(s) and project manager so Owner may review their qualifications.

If, for reasonable cause, Owner refuses to approve an individual, or withdraws its approval after once giving it, Contractor shall name a different superintendent or project manager for Owner's review. Any disapproved superintendent shall not perform in that capacity thereafter at the Worksite.

3.4.2 Contractor shall be responsible to Owner for acts or omissions of a person or entity performing on behalf of Contractor or any of its Subcontractors and Suppliers.

3.4.3 Contractor shall permit only qualified persons to perform the Work. Contractor shall enforce safety procedures, strict discipline, and good order among persons performing the Work.

If Owner determines that a particular person does not follow safety procedures, or is unfit or

CareOregon Standard Contract & General Conditions Page 7 unskilled for the assigned Work, Contractor shall immediately reassign the person upon receipt of Owner's Interim Directive to do so.

3.4.4 CONTRACTOR'S REPRESENTATIVE Contractor's authorized representative is designated in Article 1 above. Contractor's Representative shall possess full authority to receive instructions from Owner and to act on those instructions. If Contractor changes its representative or the representative’s authority, Contractor shall immediately notify Owner in writing.

3.5 WORKMANSHIP. The Work shall be executed in accordance with the Contract Documents in a workmanlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except as otherwise provided in the Contract Documents.

3.6 MATERIALS FURNISHED BY OWNER OR OTHERS If the Work includes installation of materials or equipment furnished by Owner or Others, it shall be the responsibility of Contractor to examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of Contractor shall be the responsibility of Contractor and may be deducted from any amounts due or to become due Contractor. Any defects discovered in such materials or equipment shall be reported at once to Owner. Following receipt of written notice from Contractor of defects, Owner shall promptly inform Contractor what action, if any, Contractor shall take with regard to the defects.

3.7 TESTS AND INSPECTIONS.

3.7.1 Contractor shall schedule all required tests, approvals, and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. Contractor shall give proper notice to all required parties of such tests, approvals, and inspections. If feasible, Owner and Others may timely observe the tests at the normal place of testing. Except as provided in§3.7.3, Owner shall bear all commissioning expenses associated with tests, inspections, and approvals required by the Contract Documents, which shall be conducted by an independent testing laboratory or entity retained by Owner.

Unless otherwise required by the Contract Documents, required certificates of testing, approval, or inspection shall be secured by Contractor and promptly delivered to Owner.

3.7.2 If Owner or appropriate authorities determine that tests, inspections, or approvals in addition to those required by the Contract Documents will be necessary, Contractor shall arrange for the procedures and give timely notice to Owner and Others who may observe the procedures.

Costs of the additional tests, inspections, or approvals are at Owner's expense except as provided in the subsection below.

3.7.3 If the procedures described in the two subsections immediately above indicate that portions of the Work fail to comply with the Contract Documents, Contractor shall be responsible for costs of correction and retesting.

3.8 WARRANTY.

3.8.1 Contractor warrants that all materials and equipment shall be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. At Owner's request, Contractor shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. Contractor further warrants that the

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Work shall be free from material defects not intrinsic in the design or materials required in the Contract Documents. Contractor's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by Owner or others, or abuse. Contractor's warranty shall commence on the Date of Substantial Completion of the Work for a period of one year (1 year).

3.8.2 To the extent products, equipment, systems, or materials incorporated in the Work are specified and purchased by Owner, they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face of any such warranty. For such incorporated items, ALL OTHER WARRANTIES EXPRESSED OR

IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY

DISCLAIMED.

3.8.3 Contractor shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. Contractor's liability for such warranties shall be limited to the one-year correction period as provided in the section below. After that period, Contractor shall provide reasonable assistance to Owner in enforcing the obligations of Subcontractors or Suppliers for such extended warranties.

3.9 CORRECTION OF WORK WITHIN ONE YEAR.

3.9.1 Before Substantial Completion and within one year after the date of Substantial Completion of the Work, if any Defective Work is found, Owner shall promptly notify Contractor in writing. Unless Owner provides written acceptance of the condition, Contractor shall promptly correct the Defective Work at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible

3.9.2 With respect to any portion of Work first performed after Substantial Completion, the one-year correction period shall commence when that portion of the Work is substantially complete. Correction periods shall not be extended by corrective work performed by Contractor.

3.9.3 If Contractor fails to correct Defective Work within two (2) days after receipt of written notice from Owner before final payment, Owner may correct it in accordance with Owner's right to carry out the Work. In such case, an appropriate Change Order shall be issued deducting the cost of correcting the Defective Work from payments then or thereafter due Contractor. If payments then or thereafter due Contractor are not sufficient to cover such amounts, Contractor shall pay the difference to Owner.

3.9.4 Contractor’s obligations and liability, if any, with respect to any Defective Work discovered after the one-year correction period shall be determined by the Law. If, after the one-year correction period but before the applicable limitation period has expired, Owner discovers any Work which Owner considers Defective Work, Owner shall, unless the Defective Work requires emergency correction, promptly notify Contractor and allow Contractor an opportunity to correct the Work if Contractor elects to do so. If Contractor elects to correct the Work, it shall provide written notice of such intent within fourteen (14) Days of its receipt of notice from Owner and shall complete the correction of Work within a mutually agreed timeframe. If Contractor does not elect to correct the Work, Owner may have the Work corrected by itself or others, and, if Owner intends to seek recovery of those costs from Contractor, Owner shall promptly provide Contractor with an accounting of actual correction costs.

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3.9.5 If Contractor's correction or removal of Defective Work causes damage to or destroys other completed or partially completed Work or existing buildings, Contractor shall be responsible for the cost of correcting the destroyed or damaged property.

3.9.6 The one-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of Contractor's other obligations under the Contract Documents.

3.9.7 Before final payment, at Owner's option and with Contractor's agreement, Owner may elect to accept Defective Work rather than require its removal and correction. In such case, the Contract Price shall be equitably adjusted for any diminution in the value of the Project caused by such Defective Work.

3.10 CORRECTION OF COVERED WORK.

3.10.1 Upon issuance of an Interim Directive, Work that has been covered without a requirement that it be inspected before being covered shall be uncovered for Owner's inspection.

Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by Owner or Others. If the uncovered Work proves to be defective, Contractor shall pay the costs of uncovering and replacement.

3.10.2 If any Work is covered contrary to requirements in the Contract Documents, Owner may issue an Interim Directive to uncover the Work for Owner's observation and recover the Work all at Contractor's expense and with no Contract Time adjustment.

3.11 SAFETY.

3.11.1 SAFETY PROGRAMS. Contractor holds overall responsibility for safety programs.

However, such obligation does not relieve Subcontractors their safety responsibilities and to comply with the Law. Contractor shall prevent against injury, loss, or damage to persons or property by taking reasonable steps to protect: (a) its employees and other persons at the Worksite; (b) materials and equipment stored onsite or offsite for use in the Work; and (c) property located at the Worksite and adjacent to work areas.

3.11.2 CONTRACTOR'S SAFETY REPRESENTATIVE. Contractor shall designate an individual at the Worksite in its employ as its safety representative. Unless otherwise identified by Contractor in writing to Owner, Contractor’s project superintendent shall serve as its safety representative. Contractor shall report promptly in writing to Owner all recordable accidents and injuries occurring at the Worksite. When Contractor is required to file an accident report with a public authority, Contractor shall furnish a copy of the report to Owner.

3.11.3 Contractor shall provide Owner with copies of all notices required of Contractor by Law.

Contractor's safety program shall comply with the requirements of authorities having jurisdiction. Contractor shall provide owner with a copy of contractor’s safety program/plan for the project prior to commencing work.

3.11.4 Damage or loss not insured under property insurance which may arise from the Work, to the extent caused by the negligent or intentionally wrongful acts or omissions of Contractor, or anyone for whose acts Contractor may be liable, shall be promptly remedied by Contractor.

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3.11.5 If Owner deems any part of the Work or Worksite unsafe, Owner, without assuming responsibility for Contractor's safety program, may require by Interim Directive, Contractor to stop performance of the Work, take corrective measures satisfactory to Owner, or both. If Contractor does not adopt corrective measures, Owner may perform them and deduct their cost from the Contract Price. Contractor agrees to make no claim for damages, for an increase in the Contract Price or Contract Time based on Contractor's compliance with Owner's reasonable request.

3.12 EMERGENCIES.

3.12.1 In an emergency affecting the safety of persons or property, Contractor shall act in a reasonable manner to prevent threatened damage, injury, or loss. Any change in the Contract Price or Contract Time resulting from the actions of Contractor in an emergency situation shall be determined as provided in ARTICLE 8.

3.13 HAZARDOUS MATERIALS.

3.13.1 Contractor shall not be obligated to commence Work until any Hazardous Material discovered at the Worksite has been removed, rendered, or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate governmental agency.

3.13.2 If after commencing the Work, Hazardous Material is discovered at the Worksite, Contractor shall be entitled to immediately stop Work in the affected area. Contractor shall promptly report the condition to Owner, Design Professional, and, if required, the governmental agency with jurisdiction.

3.13.3 Contractor shall not resume nor be required to continue any Work affected by any

Hazardous Material without written mutual agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency with jurisdiction.

3.13.4…