Invitation for Bid_Marylhurst Sanitary Pump Station Rehabilitation.pdf

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INVITATION FOR BID

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068 Telephone: (503) 722-5500

Fax: (503) 656-4106 CONSTRUCTION PROJECT

City of West Linn Plans and Bid Documents

Project Number: PW-26-04

Project Description: Marylhurst Sanitary Pump Station Rehabilitation

Bid Due Date: July 1, 2026 2:00 p.m., local time

General Project Information available on the City’s website:

https://westlinnoregon.gov/publicworks/west-linn-bids-and-rfp-solicitations

Full project details, plans, and specifications must be downloaded from OregonBuys: Oregonbuys.gov

Public Works Department Engineering Division 22500 Salamo Road

West Linn, Oregon 97068 https://westlinnoregon.gov/publicworks/west-linn-bids-and-rfp-solicitations

TABLE OF CONTENTS

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GENERAL

NOTICE OF INVITATION TO BID AND CONTRACT

STANDARD TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

SPECIAL TERMS AND CONDITIONS

STATUTORILY REQUIRED PUBLIC CONTRACTING PROVISIONS

APPENDIX A

FORMS REQUIRED FOR SUBMITTAL WITH BID (in addition to Notice of Invitation to Bid and Contract)

1. BID FORM

2. BID BOND

3. NONCOLLUSION AFFADAVIT

4. THREE YEAR EXPERIENCE RECORD

5. FIRST-TIER SUBCONTRACTOR DISCLOSURE (WH-179)

Submit within 2 hours of bid closing.

6. AFFIDAVIT OF COMPLIANCE WITH TAX LAWS

7. SIGNED ADDENDA (IF ANY)

FORMS NOT REQUIRED AT TIME OF BID

1. PERFORMANCE BOND

2. PAYMENT BOND

3. CONTRACTOR’S AFFADAVIT, SETTLEMENT OF CLAIMS

4. PUBLIC WORKS FEE INFORMATION FORM (WH-39)

To be completed and paid by City upon award

5. NOTICE OF PUBLIC WORKS (WH-81)

To be completed by City upon award.

6. PUBLIC WORKS FEE ADJUSTMENT FORM (WH-40)

To be completed by City after final completion of project.

7. PAYROLL INSTRUCTIONS (WH-38A)

8. PAYROLL/CERTIFIED STATEMENT FORM (WH-38)

9. CURRENT PREVAILING WAGE RATE COVER AND AMENDMENTS

The complete prevailing wage rate documents can be downloaded from the Oregon Bureau of Labor and Industries website at http://www.oregon.gov/boli/WHD/PWR/pages/pwr_state.aspx

APPENDIX B

TECHNICAL & SPECIAL PROVISIONS

APPENDIX C

PLANS

APPENDIX D

SUPPLEMENTARY INFORMATION

City of West Linn, Oregon

Notice of Invitation for Bid and Contract

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Project Number: PW-26-04 Bid Due Date: July 1, 2026

Project Name:

Bid Opening Location:

Marylhurst Sanitary Pump Station Rehabilitation

City of West Linn – City Hall Council Chambers 22500 Salamo Rd., West Linn, OR 97068

Bid Due Time:

Bid Opening:

Contact:

Title:

2:00 p.m.

2:05 p.m.

Jameson Lumpkin

Project Engineer

Time of Completion: 135 calendar days

Phone: (503) 722-4739

Project Description: Project generally includes replacement of electrical components, mechanical piping, submersible pumps and installation of a valve vault for an aging sanitary pump station.

Sealed bids for the project identified and described above will be received by the City of West Linn at the specified location above until the date and time cited above. Bids received by the correct date and time shall be publicly opened and the bid price read. Bids shall be in the actual possession of the identified bidding department on or prior to the exact date and time indicated above. Late bids will not be considered, except as provided in the City of West Linn

Procurement Policy. Bids shall be submitted in a sealed envelope with the Invitation for Bid Project Number, Project Description, and the bidder’s name and address clearly indicated on the front of the envelope. All bids shall be completed in ink or typewritten. This Bid is for a public works project subject to ORS 279C.800 to 279C.870. Bidders are strongly encouraged to carefully read the entire Invitation for Bid Package.

BIDDER

To the City of West Linn:

The undersigned hereby Bids and agrees to furnish materials and/or services in compliance with all terms, conditions, specifications and addenda in the

Notice of Invitation for Bid except for any written exceptions in the Bid. The signature below also certifies his or her understanding and compliance with The

City of West Linn Standard Terms and Conditions.

Is the Bidder a “Resident” Bidder per ORS 279A.120? ____________

Construction Contractors Board Yes/No

Registration Number:

For clarification of this Bid contact:

Name:

Federal Employer

Identification Number:

Telephone:

Company Name

Authorized Signature for Bidder

Address

Printed Name

City State Zip Code

Title

ACCEPTANCE OF BID AND CONTRACT AWARD (For City of West Linn Use Only)

Your bid is hereby accepted. The Contractor is now bound to sell the materials and/or services listed by the attached award notice based upon the solicitation, including all terms, conditions, specifications, plans, addendum, amendments, etc., and the Contractor’s Bid as accepted by the City.

Approved as to form:

Legal________________________________________________

City of West Linn, Oregon.

Awarded on:____________________________________

West Linn City Manager

STANDARD

TERMS AND CONDITIONS

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068 Telephone: (503) 722-5500

Fax: (503) 656-4106

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1. PREPARATION OF BID:

a. All bids shall be submitted on the forms provided in this Invitation to Bid package. It is permissible to copy these forms if required. Telegraphic

(facsimile), electronic or mailgram bids will not be considered.

b. The Bid and Contract Award document shall be submitted with an original ink signature by a person authorized to sign the Bid.

c. Erasures, interlineations, or other modifications in the bid shall be initialed in original ink by the authorized person signing the Bid.

d. If price is a consideration and in case of error in the extension of prices in the bid, the unit price shall govern. No bid shall be altered, amended, or withdrawn after the specified bid due date and time.

e. Periods of time, stated as a number of days, shall be calendar days.

f. Bid due date and time is stated as local Oregon time.

g. The following items must be completed as part of the Bid submittal: Notice of Invitation to bid and Contract (indicating Oregon Construction Contractors

Board License Number), Bid Form, Bid Guaranty (Bond), Non-Collusion Affidavit, Three-Year Experience, and Addenda. Within two (2) hours of the

Bid submittal, or with the Bid submittal, the First Tier Subcontractor Disclosure Form must be submitted if the bid is greater than $100,000.

h. It is the responsibility of all Bidders to examine the entire Invitation to bid package and seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a bid. Negligence in preparing a Bid confers no right of withdrawal after bid due date and time.

2. INQUIRIES: Any question related to the Invitation to bid (ITB) shall be directed to the Buyer whose name appears as the Contact on the ITB. The Bidder shall not contact or ask questions of the department for which the requirement is being procured. Questions should be submitted in writing when time permits.

The Buyer may require any and all questions be submitted in writing at the Buyer’s sole discretion. Any correspondence related to an Invitation to bid should refer to the appropriate ITB number, page, and paragraph number. All requests for additional information or interpretation of the ITB shall be submitted to the Buyer no later than five (5) calendar days before the deadline for submission of bids. If, in the opinion of the City, additional information or clarification is required, an addendum will be issued to all plan holders on record and posted online in OregonBuys. Any addenda issued by the City seventy-two (72) hours or more before the scheduled closing time for filing bids shall be binding upon the Bidder. Addenda may be downloaded from the OregonBuys.

Bidders shall frequently check the OregonBuys until closing including at least daily the week of the closing. Failure of the Bidder to receive or obtain such addenda shall not excuse them from compliance therewith if they are awarded the contract. Oral instructions or information given by City Officers, employees or agents to Bidders concerning this ITB or the work in general shall not bind the City unless confirmed by written addendum.

3. PROSPECTIVE BIDDERS CONFERENCE (OPTIONAL): A prospective Bidders conference may be held. If scheduled, the date and time of this conference will be indicated on the cover page of this document. The purpose of this conference will be to clarify the contents of this Invitation to bid in order to prevent any misunderstanding of the ITB’s requirements. Any doubt as to the requirements of this Invitation to bid or any apparent omission or discrepancy should be presented to the City at this conference. The City will then determine if any action is necessary and may issue a written addendum to the ITB.

4. LATE BIDS: Late Bids received after the scheduled bid due date and time will be returned to the Bidder unopened.

5. WITHDRAWAL OF BID: At any time prior to the specified bid due date and time, a Bidder (or designated representative) may withdraw the bid prior to its opening by giving advanced written notice to the Buyer listed on the ITB, receipt of which shall be confirmed prior to bid opening by Buyer.

6. ADDENDUM OF BID: Receipt of Addendum shall be acknowledged by signing and returning the document with the Bid at the specified bid due date and time.

7. CONSTRUCTION CONTRACTORS REGISTRATION: A person shall not submit a bid or proposal to work as a construction contractor unless that person is first registered with the Construction Contractors Board as required by ORS 701.021 or licensed by the State Landscape Contractor’s Board as required by ORS 671.530. Bids from persons who fail to comply with this requirement shall be deemed non-responsive and be rejected.

8. AWARD OF CONTRACT:

a. Notwithstanding any other provision of this Invitation to bid, The City expressly reserves the right to: waive any immaterial defect or informality, reject any bids that do not comply with the prescribed public contracting procedures (including the requirement to demonstrate the bidder’s responsibility under ORS 279C.375 (3)(b)), reject all bids for good cause if in the public interest, or reissue an Invitation to bid.

b. A response to an Invitation to bid is a Bid to contract with the City based upon the terms, conditions and specifications contained in the City’s Invitation to bid and the written addenda thereto, if any. Bids do not become contracts unless and until they are accepted and executed by the City Local Contract

Review Board, City Manager or Department Director in accordance with the City of West Linn Procurement Policy. A contract is formed when written notice of award(s) is provided to the successful Bidder(s). The contract has its inception in the award document, eliminating a formal signing of a separate contract. For that reason, all of the terms and conditions of the procurement contract are contained in the Invitation to bid; unless modified by an Addendum.

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

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THE FOLLOWING TERMS AND CONDITIONS ARE AN EXPLICIT PART OF THE SOLICITATION AND ANY RESULTANT CONTRACT.

1. APPLICABLE LAW: In the performance of this agreement, contractors shall abide by and conform to any and all laws of the United States, State of Oregon and City of West Linn including but not limited to federal and state executive orders providing for equal employment and procurement opportunities, the Federal Occupational Safety and Health Act and any other federal or state laws applicable to this agreement.

Attention is called to the requirements of Oregon Revised Statutes (O.R.S.) Chapter 279A, 279B, and 279C. This contract shall be governed by the laws of the State of Oregon. Any action or suits pertaining to this contract may be brought only in courts in the Circuit Court of Clackamas County or the U.S. District Court in Portland. Each and every provision of law and any clause required by law to be in the contract will be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the contract will forthwith be physically amended to make such insertion or correction.

The City may cancel this contract without penalty or further obligations by the City or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the City or any of its departments or agencies, is at any time while the contract or any extension of the contract is in effect, an employee of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract.

2. AMERICANS WITH DISABILITIES ACT, DISCRIMINATION & AFFIRMATIVE ACTION: Bidders agree that if awarded a contract, the successful Bidder will comply with all applicable provisions of the Americans with Disabilities Act of 1990, 42 UFC Section 12101 et seq. If any Bidder requires special assistance or auxiliary aids during the bidding process, please notify the City of West Linn, 503-657-0331 or TDD 503-657-7845 at least two (2) business days prior to the required assistance. To the extent applicable, the Contractor represents that it will comply with Executive Order 11246 as amended, Executive Order 11141, Section 503 of the Vocational Rehabilitation Act of 1973 as amended and the Age Discrimination

Act of 1975, and all rules and regulations issued pursuant to the Acts. It is the policy of the City of West Linn that suppliers of goods or services to the City adhere to a policy of equal employment opportunity and demonstrate an affirmative effort to recruit, hire, and promote regardless of race, color, religion, gender, national origin, age or disability. By submitting the first tier subcontractor disclosure form, Bidder certifies that it has complied with ORS 279A.110(1), which states that a bidder may not discriminate against a subcontractor in awarding a subcontract because the subcontractor is a disadvantaged, minority, woman, veteran or emerging small business enterprise certified under ORS 200.055 or a business enterprise that is owned or controlled by, or that employs a disabled veteran.

3. BUSINESS LICENSE: A current business license is required before doing business with the City. Information related to complying with the business license requirements is available by contacting the City Finance Department at 503-657-0331 or online at https://westlinnoregon.gov/finance/online-business-license-registration.

4. CONSTRUCTION AND LANDSCAPE CONTRACTORS BOARDS: Construction contractors must be licensed with the

State of Oregon Construction Contractors Board in accordance with O.R.S. 701.005 and any other specialty licensing as required in the bid specification prior to submitting a bid to the City. For information contact:

CONSTRUCTION CONTRACTORS BOARD

700 Summer St. NE, Suite #300, Salem, OR 97310

(503) 378-4621 (website) http://www.ccb.state.or.us

A Landscape Contractors Board license is required in accordance with O.R.S. 671.510 if the bid specification includes landscape work as defined by O.R.S. 671.510. For information contact:

LANDSCAPE CONTRACTORS BOARD

2111 Front St. NE, Suite #2-101, Salem, OR 97310

(503) 378-5909 (website) http://www.oregon.gov/LCB/ http://www.oregon.gov/LCB/

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

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5. LEGAL REMEDIES: All claims and controversies shall be subject to resolution according to the terms of the City of West

Linn Procurement Policy.

6. BID GUARANTY: All construction contracts shall be accompanied by a bid guaranty. No bid for construction will be considered unless accompanied by a certified check, cashier’s check, or a bid bond for an amount not less than ten percent

(10%) of the aggregate amount of the bid by a surety company authorized to issue such bonds in the State of Oregon. It shall be payable to the City of West Linn as a guaranty that the bid shall be irrevocable for a period of sixty (60) calendar days, unless otherwise specified, after the bid opening date and time and as liquidated damages should the Bidder fail or neglect to furnish the required performance bond and insurance and execute a contract within ten (10) calendar days after receiving said contract from the City for execution. The City will hold all bid security during the evaluation process. As soon as is practical after the completion of the evaluation, the City will issue a contract award notice for those Bids accepted by the City and return all bid securities to those who have not been issued a contract award notice.

All bid security from contractors who have been issued an award notice shall be held until the successful execution of all required contractual documents and bonds (performance bond, insurance, etc.). If the contractor fails to execute the required contractual documents and bonds within the time specified, or ten (10) days after notice of award if no period is specified, the contractor may be found to be in default and the contract terminated by the City. In case of default, the City reserves all rights inclusive of, but not limited to, the right to purchase material and/or to complete the required work in accordance with the City of West Linn Procurement Policy and to recover any actual excess costs from the contractor. Collection against the bid security shall be one of the measures available toward the recovery of any excess costs.

7. CONFLICT OF INTEREST: A Bidder submitting a bid hereby certifies that no officer, agent or employee of the City who has a pecuniary interest in this bid has participated in the contract negotiations on the part of the City, that the bid is made in good faith without fraud, collusion, or connection of any kind with any other Bidder of the same Invitation to Bid, and that the Bidder is competing solely in its own behalf without connection with, or obligation to, any undisclosed person or firm.

No bid will be considered unless accompanied by the notarized Non-Collusion Affidavit form included in the Invitation to bid.

8. PRE-BID REQUIREMENTS: Before submitting a bid, each Bidder shall carefully examine the Drawings, read the

Specifications and all Addenda and visit the work site, if applicable. Each Bidder shall fully inform themselves prior to submitting a bid as to all existing conditions and limitations under which the Work is to be performed, and shall include in the bid a sum to cover all costs of all items necessary to perform the Work as set forth in the Bid Documents. No allowance will be made to any Bidder because of lack of such examination or knowledge. Submission of a bid will be construed as conclusive evidence that the Bidder has made such examination.

9. LOCAL BUSINESS PREFERENCE: ORS 279A.120 requires that, in all public contracts, the public contracting agency shall prefer good or services that have been manufactured or produced in this State if price, fitness, availability and quality are otherwise equal. As such the City desires to employ local businesses in the purchase, lease, or sale of any personal property, public improvements or services that have been manufactured or produced by a local business if price, fitness, availability and quality are otherwise equal. When a public contract is awarded to a nonresident bidder and the contract price exceeds $10,000, the bidder shall promptly report to the Department of Revenue on forms provided by the department all information as required by ORS 279A.120(3).

10. COST OF BID/PROPOSAL PREPARATION: The City shall not reimburse the cost of developing, presenting, or providing any response to this solicitation. Bids submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Invitation to Bid does not commit the City to pay any costs incurred by a Bidder in the submission of their bid, or in making any necessary studies or designs for the preparation thereof.

11. CONTRACT: The contract between the City and the Contractor shall consist of (1) the Invitation to Bid, including instructions, all terms and conditions, specifications, scopes of work, attachments, price sheet(s) and any amendments thereto, and (2) the Bid submitted by the Contractor in response to the Invitation to Bid (ITB). In the event of a conflict in language

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

{00929184; 1 }Page 7 of 42 between the ITB and the Bid, the provisions and requirements in the ITB shall govern. However, the City reserves the right to clarify, in writing, any contractual terms with the concurrence of the Contractor, and such written contract shall govern in case of conflict with the applicable requirements stated in the ITB or the Contractor’s Bid. The ITB shall govern in all other matters not affected by the written contract. The contract, if awarded, will be made to the lowest, responsive and responsible

Bidder offering the lowest unit price base bid. Determination of the lowest responsive, responsible bid is subject to review by the City. Adversely affected or aggrieved bidders shall have seven calendar days after notice of award to submit to the City a written protest of the notice of award. Any written protest must be submitted in accordance with the adopted City Local

Contract Review Board Rules.

12. CONTRACT AMENDMENTS: The contract may be modified only by a written Contract Amendment signed by persons duly authorized to enter into contracts on behalf of the City and the Contractor.

13. CONTRACT APPLICABILITY: The Bidder shall substantially conform to the terms, conditions, specifications and other requirements found within the text of this ITB. All previous agreements, contracts, or other documents, which have been executed between the Bidder and the City are not applicable to this ITB or any resultant contract.

14. DRUG TESTING PROGRAM: Pursuant to O.R.S. 279.505 (2) (1), the Contractor awarded the contract shall demonstrate that an employee drug-testing program is in place. The Contractor demonstrates that a drug-testing program is in place by signing of the contact. The drug testing program will apply to all employees and will be maintained for the duration of the

Contract awarded. Failure to maintain a program shall constitute a material breach of contract.

15. RELATIONSHIP TO PARTIES: It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor is advised that taxes or Social

Security payments will not be withheld from any City payments issued hereunder and that the Contractor should make arrangements to directly pay such expenses, if any.

16. INTERPRETATION-PAROL EVIDENCE: This contract represents the entire agreement of the Parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this contract are hereby revoked and superseded by this contract. No representations, warranties, inducements or oral agreements have been made by any of the

Parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this contact. This contract may not be changed, modified or rescinded except as provided for herein, absent a written agreement signed by both Parties. Any attempt at oral modification of this contract shall be void and of no effect.

17. SUBCONTRACTS – ASSIGNMENT & DELEGATION: Contractor shall submit a list of Subcontractors for approval by the City, and Contractor shall be fully responsible for the acts or omissions of any Subcontractors and of all persons employed by them, and neither the approval by City of any Subcontractor nor anything contained herein shall be deemed to create any contractual relation between the Subcontractor and City.

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

18. APPROVAL OF SUBSTITIONS: The materials, products, and equipment described in the Documents and Addenda establish a standard or required function, dimension, appearance, and quality to be met by any proposed substitution. No substitute will be considered unless written request for approval has been received by the City or its representative at least five

(5) days prior to the scheduled closing time for receipt of bids. Each such request shall include the name of the material or equipment for which it is to be substituted and a complete description of the proposed substitute including any drawings, cuts, performance, and test data and any other information necessary for evaluation of the substitute. If a substitute is approved, the approval shall be acknowledged in writing. Bidder shall not consider approvals made in any other manner.

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

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19. RIGHTS AND REMEDIES: No provision in this document or in the vendor’s Bid shall be construed, expressly or by implication, as waiver by the City of any existing or future right and/or remedy available by law in the event of any claim of default or breach of contract. The failure of the City to insist upon the strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract, or by law, or the City’s acceptance of and payment for materials or services, shall not release the Contractor from any responsibilities or obligations imposed by this contract or by law, and shall not be deemed a waiver of any right of the City to insist upon the strict performance of the

Contract.

20. INDEMNIFICATION: Contractor warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of a contractor’s work by City shall not operate as a waiver or release.

To the maximum extent allowed by law, Contractor agrees to indemnify and defend the City, its officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity which in any way arise from, during or in connection with the performance of the work described in this contract. This indemnity provision does not require Contractor or its surety or insurer to indemnify the City against liability for damage arising out of death or bodily injury to persons or damage to property caused in whole or in part by the negligence of the City, except to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the Contractor, or the fault of the Contractor’s agents, representatives or subcontractors. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph.

21. EARLY TERMINATION: This agreement may be terminated without cause prior to the expiration of the agreed upon term by mutual written consent of the parties and for the following reasons:

a. If work under the Contract is suspended by an order of a public agency for any reason considered to be in the public interest other than by a labor dispute or by reason of any third party judicial proceeding relating to the work other than a suit or action filed in regard to a labor dispute; or

b. If the circumstances or conditions are such that it is impracticable within a reasonable time to proceed with a substantial portion of the Contract.

Payment of Contractor shall be as provided by ORS 279C.660 and shall be prorated to and include the day of termination and shall be in full satisfaction of all claims by Contractor against City under this Contract. Termination under any provision of this paragraph shall not affect any right, obligation, or liability of Contractor or City which accrued prior to such termination.

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

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

b. If Federal or State regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract,

c. If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Contract is for any reason denied, revoked, or not renewed, Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

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

e. If Contractor fails to maintain reasonable relations with the public. Verbal abuse, threats, or other inappropriate behavior towards members of the public constitutes grounds for termination.

Any such termination of this agreement under this section shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

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

Contract:

f. If Contractor fails to provide services called for by this Contract within the time specified herein or any extension thereof, or

g. If Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize.

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

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

23. SEVERABILITY: In the event any provision or portion of this Contract is held to be unenforceable or invalid by any court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect and shall in no way be affected or invalidated thereby.

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

25. RIGHT TO ASSURANCE: Whenever one party to this contract in good faith has reason to question the other party’s intent to perform he may demand that the other party give a written assurance of this intent to perform. In the event that a demand is made and no written assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the Contract.

26. RIGHT TO ACCESS RECORDS: City shall have access to such books, documents, papers and records of Contractor and

Subcontractors as are directly pertinent to this Contract for the purpose of making audit, examination, excerpts, and transcripts.

27. WARRANTIES: All work shall be guaranteed by the Contractor for a period of 18 months after the date of final acceptance of the work by the Owner. Contractor warrants that all practices and procedures, workmanship, and materials shall be new

Public Works Department 22500 Salamo Road

West Linn, Oregon 97068

{00929184; 1 }Page 10 of 42 and the best available unless otherwise specified in the profession. Neither acceptance of the work nor payment therefore shall relieve Contractor from liability under warranties contained in or implied by this contract. Additional warranty requirements may be set forth in the solicitation.

28. TITLE AND RISK OF LOSS: The title and risk of loss of material and/or service shall not pass to the City until the City actually receives the material or service at the point of delivery, unless otherwise provided within this Contract.

29. CONFLICT BETWEEN TERMS: It is expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid of the Contractor, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said bid conflicting herewith.

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

31. LIENS: All materials, service or construction shall be free of all liens, and if the City requests, a formal release of all liens shall be delivered to the City.

32. LICENSES: Contractor shall have at the time of bid submittal, and shall maintain in current status, all Federal, State and

Local licenses and permits required for the operation of the business conducted by the Contractor as applicable to this Contract.

The conclusion of the issuing authority in each case is to be deemed conclusive for the purposes of complying with this provision. By submitting a bid for this public contract, you agree that, with respect to the contract, substantial compliance does not meet the minimum requirements of this or any provision hereof, or of any applicable law or other authority, and that strict compliance alone is adequate to meet those requirements, unless the City consents to such substantial compliance in writing at the time of bid submittal. The determination shall be made by the City.

33. ATTORNEY’S FEES: In case suit or action is instituted to enforce the provisions of this contract, the parties agree that, except to the extent otherwise required under the indemnity provisions of this contract, each party shall bear their own costs and attorneys’ fees incurred in connection with any dispute arising under this agreement.

34. PUBLIC RECORD: All Bids submitted in response to this solicitation shall become the property of the City and shall become a matter of public record available for review, subsequent to the award notification, in accordance with the City’s

Procurement Policy.

35. WORK IS PROPERTY OF THE CITY: All work performed by Contractor under this Contract shall be the property of the

City.

36. ADVERTISING: Contractor shall not advertise or publish information concerning this Contract, without prior written consent of the City.

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1. DEFINITIONS: The terms, as used in or pertaining to the contract, are defined as follows:

CITY: The word “City” shall refer to the City of West Linn, Oregon.

CONTRACTOR: The word “Contractor” is defined as the person, firm or corporation with whom the contract is made by the City.

CONTRACT: The word “Contract” will include; the Invitation to Bid Notice and Contract, Instructions to Bidders, Bid

Form, Bid Guaranty, Performance Bond, Payment Bond, Notice of Award, Notice to Proceed, Change Order, Certificate of

Insurance, Certificate of Completion, Contractor’s Affidavit Regarding Settlement of Claims, Contractor’s Affidavit

Certifying Non-Collusion in Bidding, Standard Terms & Conditions, General Terms & Conditions, Special Terms &

Conditions, Technical Provisions, Plans and Addenda thereto.

ENGINEER: The word “Engineer” is defined as the person, firm or corporation duly authorized by the City to act as agent in providing professional services including studies, planning, engineering design and construction administration services, inspecting materials and construction, and interpreting plans and specifications.

MATERIALS: The word “Materials” will include, in addition to materials incorporated in the project, equipment and other material used and/or consumed in the performance of the work.

SUBCONTRACTOR: The word “Subcontractor” is defined as those persons or groups of persons having a direct contract with the contractor and those who furnish material worked to a special design according to the plans and/or specifications for this work, and includes those who merely furnish materials not so worked.

WORK: The word “Work” shall include all labor necessary to accomplish the construction required by the Contract and all materials and equipment incorporated or to be incorporated in said construction.

2. REFERENCE STANDARDS:

a. The “City of West Linn Public Works Standards” which are sponsored and distributed by the City of West Linn

Engineering Division, and which are hereinafter referred to as the “COWL Specifications,” are hereby adopted as part of these contract documents.

b. The “2018 Oregon Standard Specifications for Construction” and the latest edition of the “Oregon Standard Drawings and Standard Details” which are sponsored and distributed by the Oregon Department of Transportation (ODOT), and which are hereinafter referred to as the “ODOT Specifications” are hereby adopted as part of these contract documents.

c. If any contradiction exists between “COWL Specifications” or “ODOT Specifications” and this solicitation document, the solicitation language shall prevail.

3. LAWS AND REGULATIONS: The Contractor shall keep itself fully informed of all existing and future City and County ordinances and regulations and state and federal laws and Occupational Safety and Health Standards (OSHA) in any manner affecting the work herein specified. Contractor shall at all times observe and protect and indemnify the City of West Linn, Oregon, and its officers and agents against any claim or liability arising from or based on the violation of any such ordinances, regulations or laws. It is the responsibility of the Contractor to obtain any and all information regarding the laws and regulations which may be referenced in the Specifications. Certain laws applicable to all public contracts in Oregon are set forth in the Statutorily Required Public Contracting Provisions section.

4. RIGHTS OF WAY: The Contractor shall not enter or occupy with workers, tools, equipment or materials any private ground outside the property or easement right of the City of West Linn, without the consent of the owner.

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The Contractor, at his own expense, is responsible for the acquisition of any additional easements or rights-of-way that he may desire to complete the work of this contract.

5. PROPOSAL QUANTITIES: It is expressly understood and agreed by the parties hereto that the quantities of the various classes of work to be done and the material to be furnished under this Contract, which have been estimated as stated in the

Bids, are only approximate and are to be used solely for the purpose of comparing, on a consistent basis, the bids for the work under this Contract. The Contractor further agrees that the City of West Linn will not be held responsible if any of the quantities shall be found incorrect; and the Contractor will not make any claim for damages or for loss of profits because of a difference between the quantities of the various classes of work as estimated and the work actually done. If any error, omission, or misstatement is found to occur in the estimated quantities, the same shall not invalidate this Contract or the whole or any part of the work in accordance with the Specifications and Plans herein mentioned, and for the prices herein agreed upon and fixed therefore, or excuse him from any of the obligations or liabilities hereunder, or entitle him to any damage or compensation except as may be provided in this contract.

6. PREVAILING WAGE RATE DETERMINATION: The Contractor shall pay the applicable prevailing wage rates that are in effect at the time the Contract is bid. If the contract price exceeds $50,000 and is not otherwise exempt, workers shall be paid not less than the specified minimum hourly rate of wage in accordance with ORS 279C.838 and ORS 279C.840. Hard copies of the prevailing wage rates publication may be obtained by contacting the Oregon Bureau of Labor and Industries via telephone at: (971) 673-0839. The applicable prevailing wage rates may be accessed via the internet at:

http://www.oregon.gov/BOLI/WHD/PWR/pwr_book.shtml. If the Project is subject to the Davis-Bacon Act and the state prevailing rate of wage is higher than the federal prevailing rate of wage, the contractor and every subcontractor on the Project shall pay at least the state prevailing rate of wage as determined under ORS 279C.815.

The Contractor and all subcontractors must have a public works bond filed with the Oregon Construction Contractors Board before starting work on the Project, unless exempt under ORS 279C.836(4), (7), (8) or (9). If the contractor fails to pay for labor or services, the City can pay and withhold these amounts from payments due the contractor in accordance with ORS

279C.515. Daily, weekly, weekend, and holiday overtime will be paid as required in ORS 279C.540. The Contractor shall provide workers with a written schedule showing the number of hours per day and days per week the employee may be required to work in accordance with ORS 279C.520. Contractor must promptly pay for any medical services they have agreed to pay per ORS 279C.530.

The City will not receive or consider a bid unless the bid contains a statement by the bidder that the bidder will comply with

ORS 279C.838, ORS 279C.840, or 40 U.S.C. 3141. By signing and submitting the Bid, the Contractor agrees to comply with ORS 279C.838 or 279C.840 and/or 40 U.S.C. 3141 et seq. for a public works project subject to the state prevailing wage rates under ORS 279C.800 to 279C.870, the federal prevailing wage rates under the Davis-Bacon Act (40 U.S.C. 3141 et seq.) or both.

For contracts $50,000 or greater, the City shall pay a fee to the Bureau of Labor and Industries and shall be mailed or otherwise delivered to the Bureau in accordance with Form WH-81 & WH-39.

7. PAYMENTS TO CONTRACTOR: City agrees to pay Contractor for performance of those services provided hereunder, which payment shall be based upon the following applicable terms:

a. Payment: Payment shall be based upon the unit prices bid by the Contractor, as listed in attached bid. Contractor shall prepare and submit each month to the Buyer identified in the Invitation to bid at the address listed, a statement of services rendered, (indicating the description of each service used in the bid and the dollar amount of each service completed through the stated date), together with a request for payment duly verified by the Contractor's Representative.

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

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{00929184; 1 }Page 13 of 42 acceptance or approval of any work or waiver of any defects therein. City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. Contractor shall include proof of payment to any and all subcontractors and suppliers with each statement submitted to the City. The City shall retain the right to withhold payments if required proof of payment to subcontractor and suppliers is not included with a statement.

b. Timing of Payments: Progress payments shall be made to the Contractor within thirty (30) days of the City's receipt of the statement of services.

c. Final Payment: The Contractor shall notify the City in writing when the Contractor considers the project complete, and the City shall, within 15 days after receiving the written notice, either accept the work or notify the Contractor of work yet to be performed on the contract. If accepted by the City, the remaining balance due to the Contractor, including any retained percentage, shall be paid to the Contractor by the City within 30 days after the date of said acceptance.

d. Deposit in Interest Bearing: Upon written request of the contractor, the City shall deposit any amounts withheld as retainage in an interest-bearing account in a bank, savings bank, trust company, or savings association for the benefit of the City. Interest earned on such account shall accrue to the contractor. If the contractor deposits bonds, securities, or other instruments in lieu of cash retainage, the City shall accept the contractor’s alternative retainage method in lieu of depositing the retainage in an interest-bearing escrow account, subject to the limitations and requirement of ORS

279C.560.

As a further condition of final acceptance, the City may require the Contractor to submit evidence, satisfactory to the City's

Representative, that all payrolls, material bills, and other indebtedness connected with the project have been paid. If any indebtedness or liens are in dispute, the Contractor may submit a surety bond satisfactory to the City guaranteeing payment of all such disputed amounts if such payment has not already been guaranteed by surety bond.

All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed to the attention of the Buyer and/or Authorized Bidder at the addresses identified in the Invitation to bid and shall be deemed given upon deposit in the United States mail, postage paid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving written notice pursuant to this paragraph.

8. LIQUIDATED DAMAGES: The Contractor agrees that the "Time of Completion" is defined in the Bid and agrees to complete the work by said date. The Contractor and City agree that the City will suffer damages each day the work remains uncompleted after the Time of Completion and that the amounts of those damages are difficult to calculate. Contractor and

City agree that a reasonable amount of damages for late completion is $500 per calendar day and Contractor agrees to pay such amounts as liquidated damages if the work is not completed by the Time of Completion. Contractor agrees that the liquidated damages specified herein are a fair way of ascertaining damages to the City and are not a penalty for late completion.

9. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR: Contractor certifies that:

a. Contractor acknowledges that for all purposes related to this Agreement, Contractor is and shall be deemed to be an

Independent Contractor as defined by ORS 670.600 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law.

Furthermore, in the event that Contractor is found by a court of law or any administrative agency to be an employee of

City for any purpose, City shall be entitled to offset compensation due, or to demand…