MCDD Invitation to Bid Modular Float System.pdf

Invitation to Bid

Multnomah County Drainage District #1 Modular Float System Procurement

Bid Due Date and Time:

September 22, 2022 at 2:00 PM Pacific Time

Issuing Office:

Multnomah County Drainage District Jim Kanoff

1880 NE Elrod Drive Portland, OR 97211

503-756-8082 jkanoff@mcdd.org mailto:jkanoff@mcdd.org

Notice of Invitation to Bid

Notice of Invitation to Bid

Multnomah County Drainage District Invitation to Bid for Modular Float System Procurement

ITB # S-C26014-00004146

Bids Due on Thursday, September 22, 2022 at 2:00 PM Pacific Time

Multnomah County Drainage District (“District”) is soliciting bids for replacement of its modular float system. This sectional barge system is intended to support canal maintenance operations and needs to be capable of multiple configurations of various shapes.

Complete minimum specifications are included in Exhibit D and required bid documents are included in Exhibits A through C, and are available at no charge from the OregonBuys website: https://oregonbuys.gov/bso/. Documents can also be obtained from Jim Kanoff at jkanoff@mcdd.org . This information will be available until 2:00 PM Pacific Time, Thursday, September 22, 2022, after which time bids will not be accepted. District will open the bids at 2:00 PM Pacific Time, Thursday, September 22, 2022; all interested persons are invited to attend via Microsoft Teams video conference. No bidder may withdraw a bid after the time set for the bid opening unless award of the contract is delayed for a period of 60 days from the date that bids are due.

Bids may be rejected for not complying with all prescribed public bidding procedures or for good cause on a finding by District that it is in the public interest to do so. District reserves the right to reject any bids and to waive irregularities.

Prequalification of bidders is Required / Not Required.

Bids must be delivered in electronic format to jkanoff@mcdd.org no later than the date and time noted above.

https://oregonbuys.gov/bso/

Bid Information

I. Introduction. Multnomah County Drainage District (“District”) is an independent governmental entity that, together with three other districts, manage the 27-mile levee system that runs along the lower Columbia River and Columbia Slough. District intends to enter into a contract (the “Contract”) under this invitation to bid (“ITB”) for modular float system equipment. The selected bidder that executes the Contract may be referred to in this ITB as the “Supplier.”

II. ITB Schedule.

Advertisement/Release of Bid Document August 25, 2022.

Questions, Protests, and Requests for Changes Due Date

September 13, 2022, 2:00 P.M. Pacific Time.

Last Day to Issue Addenda September 19, 2022, 2:00 P.M. Pacific Time.

Bid Due Date and Time (the “Bid Closing”) September 22, 2022, 2:00 P.M. Pacific Time.

Bid Opening September 22, 2022, 2:00 P.M. Pacific Time.

Notice of Intent to Award the Contract September 29, 2022.

Anticipated Board Approval October 13, 2022.

Estimated Contract Execution Date October 20, 2022.

Anticipated Equipment Delivery No later than March 15, 2023.

III. Contact Details. All questions, clarifications, or protests of bid terms or of award must be in writing and directed to:

jkanoff@mcdd.org Multnomah County Drainage District Jim Kanoff 1880 NE Elrod Drive Portland, OR 97211 503-756-8082

IV. Prebid Conference. District will / will not hold a prebid conference.

V. Prequalification. Prequalification under this ITB is: Required Not Required

VI. Description of Goods.

A. This specification is being written to support the procurement of six (6) modular floats to be used for conducting canal maintenance operations by the Multnomah County Drainage District #1 (MCDD).

The floats will be expected to be capable of multiple arrangements consisting of two (2) to six (6) float configurations of various shapes. Depending on the configuration, they will support different combinations of people and equipment such as a spud system, excavator, and other canal maintenance equipment. Additional details are contained in Exhibit D Technical Specification.

B. Equipment shall be delivered and unloaded by Supplier so that inspections may be performed by District and/or District’s consultants.

C. The Supplier will be expected to provide the equipment as described in section A, and further specified in Exhibit D Technical Specification. Equipment shall be delivered by Supplier to District at 1880 Elrod Drive, Portland, Oregon.

VII. Bid Requirements.

A. Submittal Requirements.

1. Bids shall be submitted electronically in a single PDF file via email by 2:00 PM Pacific Time, Thursday, September 22, 2022 to Jim Kanoff, Procurement Analyst, jkanoff@mcdd.org . Bids received after this time and date will not be accepted. No faxed bids will be accepted. Bids will be opened immediately thereafter. In order to be considered, bids are electronically due at the location identified below before the Bid Closing. Bids must conform to the requirements of this ITB and be signed in ink by a person who is authorized to make such commitments on behalf of the bidder. Each bid must be submitted via email that is addressed as follows:

jkanoff@mcdd.org

Modular Float System Procurement Jim Kanoff Multnomah County Drainage District 1880 NE Elrod Drive Portland, OR 97211

Note: Bids submitted by fax or in person will not be accepted.

2. Each bid must include one fully executed copy of the Bid Form attached at Exhibit A and all the requirements set forth in it.

3. Bidder’s signature on the Bid Form constitutes a certification that the bidder has read and fully understands all bid terms. No consideration will be given to any claim resulting from proposing without comprehending all requirements of the bid documents. Signatures on the emailed documents shall be considered originals. Electronic signatures are acceptable.

4. District is not responsible for the proper identification and handling of any bid that is not submitted with the required information clearly marked in the email. District will not consider any bid received after the Bid Closing, which will be returned unopened. The District is not responsible for the premature opening of or the failure to open a bid not properly identified or addressed. Bidder is responsible for submitting their quote prior to the closing time and date. Late bids will not be accepted.

The District is not responsible for any delays caused by computer/email issues of any sort.

5. Bids that do not provide all required information may be rejected.

B. Bid Withdrawals. Bids may be withdrawn in writing on company letterhead signed by an authorized representative if received by District before the Bid Closing. Bids may also be withdrawn in person before the Bid Closing upon presentation of appropriate identification.

C. Contract. The selected bidder must promptly execute a contract in substantially the form set forth in Exhibit C. The Supplier must comply with all State of Oregon Public Contracting Code provisions and other applicable laws and terms.

VIII. Bid Process.

A. Bid Documents. Complete minimum specifications and required bid documents may be obtained at the Oregon Buys website, https://oregonbuys.gov/bso/ . This information can also be obtained from the contact identified in Section III. Each Bid will be irrevocable for a period of 60 days from the date of the bid opening. An award of a contract to any bidder does not constitute a rejection of any other bid.

B. Protests of and Changes to the bid documents.

1. Protest Procedure. Any bidder that believes that a term of this ITB is unclear, conflicts with another term of this ITB, or otherwise requires clarification, or that believes that terms of this ITB are unnecessarily restrictive or limit competition, may submit a protest or request for clarification via email to the contact identified in Section III in accordance with the following:

a. The protest must include a detailed statement of the legal and factual grounds for the protest; a description of the resulting prejudice to the bidder; and a statement of the desired changes to the contract terms, including any specifications.

b. The protest must be marked “Contract Provision Protest” and identify the solicitation document that the request is associated with.

c. District will promptly respond by email to each properly submitted protest and, when appropriate, issue any revisions, substitutions, or clarifications in written addenda to all interested bidders. All changes or clarifications must be in writing to be valid.

d. No protest will be considered unless District has received it by email at least five days before the Bid Closing. All issues relating to clarification or objection to any term of this ITB must be raised under this Section VIII. Any issue that could have been raised as a protest or request for change of the bid documents but is not may not be raised as a ground for protest of a contract award.

2. Modifications to Bid. A bidder may modify a bid in writing by submitting the modification to the address identified in Section III. The modification must state that it amends and supersedes the previous bid, be marked “Bid Modification,” and include the solicitation document that the modification is associated with.

IX. Addenda to Bid. If it becomes necessary to revise or clarify any part of this ITB, written addenda will be provided at the Oregon Buys website, https://oregonbuys.gov/bso/ . This information can also be obtained from the contact identified in Section III. Bidders must acknowledge receipt of all addenda in the appropriate area of the Bid Form on Exhibit A, which must be returned as part of the bid.

All addenda issued during the bid period will be incorporated into the Contract.

X. Award Criteria, Notice, and Protests.

A. Award Criteria. Award of the Contract will be made to the lowest responsible bidder whose bid substantially complies with the terms set forth in this ITB and all other required public procurement procedures and terms. Evaluation of the bids will include assessment of the following factors (as permitted by ORS 279B.055):

1. Method of Award: Award shall be made to the lowest responsive and responsible Bidder.

Award shall be made to one Bidder and one Bidder only.

2. Reciprocal Law. In determining the lowest responsible Bidder, a nonresident Bidder eligible to receive a preference in the state in which the Bidder resides, shall have that same percentage preference added to the bid amount in accordance with ORS 279A.120(2)(b).

B. Multiple Awards. District may choose to award the Contract to more than one bidder. District will make this determination at the time of the award based on utility and economy factors relating to this procurement.

C. Award Notice. District will post a written notice of award of the Contract on the Oregon Buys website, https://oregonbuys.gov/bso/ . The written notice of award constitutes a final decision of District to award the contract unless District receives a protest via email of the notice of award within seven calendar days of the mailing of the notice of award. If a protest is timely filed, the notice of award will be a final decision of District upon its issuance of a written decision denying the protest and affirming the award. District will send any written decision denying or approving a protest to every bidder.

D. Award Protest. Any bidder who is adversely affected by District’s notice of award of the Contract to another bidder on the same solicitation will have seven (7) calendar days after posting of the notice of award to submit to District a protest via email of the notice of award. District will not consider a protest submitted after that time. The written protest must specify the grounds on which the protest is based and the relief requested. A bidder is adversely affected only if the bidder is eligible for award of the Contract as the next lowest responsible bidder and is next in line for award; that is, the protester must claim that all lower bidders are ineligible for the award of the Contract because they are a nonresponsive or nonresponsible bidder, as defined under ORS 279B.110. An issue that could have been but was not raised as a request for clarification or protest of a term or specification is not grounds for a protest of the award.

XI. Public Disclosure.

A. Any information provided to District under this ITB is subject to public disclosure under Oregon’s public records laws (ORS 192.311 to 192.478).

B. The general requirement for public disclosure is subject to a number of exemptions. Each page containing information deemed by the bidder as necessary to remain exempt from public disclosure after bids have been evaluated (for example, pages containing trade secrets) should be plainly marked to that effect. Marked pages should be placed in a group separate from the remainder of the bid.

C. The fact that a bidder marks and segregates certain information as exempt from disclosure does not mean that the information is necessarily exempt. District will make an independent determination regarding exemptions applicable to information that has been properly marked and segregated.

Information that has not been properly marked and segregated may be disclosed in response to a public records request. When exempt information is mixed with nonexempt information, the nonexempt information must be disclosed. District will redact pages that include both exempt and nonexempt information to allow disclosure of the nonexempt information.

D. Except as provided in this section, bids will become subject to public disclosure at the time District's review is complete and a notice of intent to award has been issued.

XII. Conflicts of Interest. By filing a bid, the bidder certifies that no officer, agent, or employee of District that has a pecuniary interest in the bid has participated in the contract negotiations on the part of District; that the bid is made in good faith without fraud, collusion, or connection of any kind with any other bidder in connection with this ITB; and that the bidder is competing solely on its own behalf without connection with or obligation to any undisclosed person or firm.

XIII. Reservation of Rights. District expressly reserves the following rights:

1. To cancel the procurement under this ITB or reject any bids, as permitted by ORS 279B.100.

2. To reject any bid that is not in compliance with all prescribed public bidding procedures.

3. To reject any bid that does not meet the specifications set forth in this ITB.

4. To waive any irregularities in any submitted bid.

5. To award any items or services contained in the bid.

6. To consider the competency and responsibility of bidders in making any award.

7. To re-award the Contract to another bidder if any bidder to whom the Contract is awarded defaults in executing it or providing a satisfactory performance bond within the time and in the manner required.

8. To obtain bids from other persons or firms for specific jobs and to select any person or firm for any job.

9. To supply or specify materials, equipment, and subcontracting. The Supplier must provide material and warranty transfers for District-provided, Supplier-installed materials.

10. To reject any materials that it determines are unsatisfactory in quality, texture, or content.

XIV. Preferences.

A. As required by ORS 279A.120, District will prefer goods or services that have been manufactured or produced in the state of Oregon if price, fitness, availability, and quality are otherwise equal.

B. As required by ORS 279A.125, District will prefer goods that are certified as made from recycled materials if the recycled product is available, meets applicable standards, can be substituted for a comparable nonrecycled product, and the cost does not exceed the costs of nonrecycled products by more than five percent, or a higher percentage if District has made a written determination to that effect.

The Supplier must use recyclable products to the maximum extent economically feasible in the performance of the work under this ITB.

C. As required by ORS 282.210, District will prefer goods that have been printed in the state of Oregon.

XV. Nondiscrimination. Bidders must submit a certification of nondiscrimination, as required by ORS 279A.110(4). Bidders must certify that they have not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a disadvantaged business enterprise, a minority-owned, women-owned, or service-disabled-veteran-owned business, or an emerging small-business enterprise. See Exhibit A Bid Form, item 7.

XVI. Immigration Reform and Control Act. The Supplier must comply with the provisions of the Immigration Reform and Control Act of 1986 regarding the verification of employment eligibility.

XVII. Warranty. Unless otherwise specified in this ITB, all goods and equipment must be warranted for a minimum period of 12 months from the date of District’s acceptance of them, including but not limited to parts, labor, transportation, technician mileage, and service calls, except for damage caused by misuse, vandalism, or other acts beyond the Supplier’s control.

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EXHIBIT A

BID FORM

Project Name: Modular Float System Procurement

ITB #: S-C26014-00004146

Bid Closing Date: Insert date and time

Bid From (Bidder Name): _____________________________________________________________

The undersigned hereby proposes to provide to District all materials, services, and labor necessary to perform all work in connection with the project in strict accordance with the terms of the Invitation to Bid.

In submitting this bid, the undersigned agrees:

a. To provide all goods, equipment, and services to perform under the Contract.

b. To hold this Bid open for 60 days from the date of the bid opening and to accept the provisions of the ITB regarding bid security.

c. To execute the Contract relating to this bid if the bid is selected.

d. To perform under the Contract according to the agreed-upon schedule.

The bidder must respond to each of the yes/no prompts below, otherwise the bid will not be considered.

1. Price Bid:

The price bid must include one lump-sum cost for the proposed project.

Dollars ($____________________).

The amount must be written in both words and figures. If there is a discrepancy between the two, the amount written in words will govern.

2. References:

Required Not Required

If required, the Bidder Reference Form attached at Exhibit B must be completed and submitted as part of the bid.

3. Addenda:

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Complete this section if any Addenda were issued and received.

Bidder has received Addenda [ bidder must insert addenda numbers ] through [ bidder must insert the issue date of the most recently received addendum ].

4. Bid Security:

Required Not Required

If required, each bid must be accompanied by a certified or cashier’s check payable to Multnomah County Drainage District, or a bond naming Multnomah County Drainage District as an obligee, in an amount of not less than 10% of the total bid amount.

5. Contract Execution (if Bid Security is required):

Bidder agrees that (a) the Bid Security accompanying this bid will be held in escrow by District to compensate for damages (including expenses and related attorney fees) that District sustains as a result of the selected bidder’s failure to execute and deliver the Contract and Performance and Payment Bonds, and (b) if the selected bidder defaults in either executing the Contract or providing Performance and Payment Bonds within seven days of receipt of the Notice of Award of the Contract, then the Bid Security may become the property of District at its option. If, however, this bid is not accepted within 60 days of its submission date, or if the selected bidder executes and timely delivers the Contract and Performance and Payment Bonds, the Bid Security will be returned to the bidder.

Yes No

6. Prevailing Wages:

Required Not Required

If required, the Contract calls for the payment of the Oregon prevailing wage rate, as determined by the Commissioner of the Oregon Bureau of Labor and Industries ("BOLI"). The “applicable prevailing wage rates” are those rates set forth in the July 1, 2022 BOLI Publication “Prevailing Wage Rates for Public Works Contracts and any applicable published amendment or correction to it. BOLI publications can be reviewed electronically at http://www.boli.state.or.us/BOLI/WHD/PWR/pwr_state.shtml.

If Federal Davis-Bacon prevailing rates also apply to this Contract, Bidder certifies that bidder will pay the higher of the federal prevailing wage rate or the Oregon prevailing wage rate.

Federal prevailing wage rates can be found at http://www.wdol.gov/.

Applicability of federal prevailing wage rates: Yes No

7. Nondiscriminatory Subcontractor Participation:

Bidder certifies that it has not and will not discriminate against a disadvantaged business enterprise, a minority-owned, women-owned, service-disabled-veteran-owned business, or an emerging small-business enterprise in awarding any subcontract relating to this ITB or any contract awarded under it.

http://www.boli.state.or.us/BOLI/WHD/PWR/pwr_state.shtml http://www.wdol.gov/

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Yes No

8. Reciprocal-Preference Law/Resident Bidder:

Bidder certifies that bidder is a “resident bidder” as defined in ORS 279A.120:

Yes No

9. Asbestos Abatement:

Required Not Required

If required, bidder must be licensed under ORS 468A.710 to perform asbestos abatement.

10. Oregon Office for Business Inclusion and Diversity Certification:

Please indicate whether your business is certified under ORS 200.055 as any of the following:

Minority Business Enterprise Women Business Enterprise

Emerging Small-Business Enterprise Service-Disabled-Veteran Enterprise

11. Bidder’s Signature and Identification:

I hereby certify that this bid is genuine and that I have not entered into collusion with any other entity or person relating to this bid.

Name of Proprietor, Partnership, or Corporation: ___________________________________________

Authorized Official Name and Title (Please Print): __________________________________________

Signature of Authorized Official: ______________________________ Date Signed: ______________

Street Address City, State, and Zip Code

Mailing Address (if different from street address) City, State, and Zip Code

Phone Number Employer Federal ID Number

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EXHIBIT B

BIDDER REFERENCE FORM

Provide a minimum of three references from different projects that District may contact regarding the quality of workmanship or service that you or your firm has provided on projects of comparable size and scope. The list of references must include the following information:

1. Company Name: ___________________________________________________________________

Contact Name and Phone #: __________________________________________________________

Address: __________________________________________________________________________

Dates of Service: _____________________________

Contract Amount: ____________________________

2. Company Name: ___________________________________________________________________

3. Company Name: ___________________________________________________________________

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EXHIBIT C

FORM OF PROPOSED CONTRACT

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4820-3531-9277.2

MULTNOMAH COUNTY DRAINAGE DISTRICT NO. 1

CONTRACT FOR GOODS:

This Contract is between MULTNOMAH COUNTY DRAINAGE DISTRICT NO. 1 (the “District“) and

__________(“Contractor“).

The parties agree as follows:

Purpose of Contract: INSERT SHORT DESCRIPTION OF PURPOSE

The maximum total payment under this Contract, including expenses (“Equipment Price“):

INSERT PRICE

Effective Date and Termination Date. The effective date of this Contract shall be INSERT START

DATE, or the date on which each party has signed this Contract, whichever is later. Unless earlier terminated as provided below, the termination date will be INSERT COMPLETION DATE.

Contractor’s Agreement to Sell Goods. Contractor agrees to sell to or provide the District with the goods described in Exhibit 1 (the “Equipment“) by [INSERT DATE] (the “Delivery Date“).

Payment for Equipment. The District agrees to pay Contractor the Equipment Price in accordance with Exhibit 1.

Contract Documents. The Contract Documents consist of the following documents which are listed in descending order of precedence: this Contract; exhibits to this Contract, including

Exhibit 1 (Statement of Work, Compensation, Payment and Renewal Terms); Exhibit 2

(Insurance Requirements); Exhibit 3 (Certification Statement for Corporation or Independent

Contractor); Exhibit 4 (Workers’ Compensation Exemption Certificate); Exhibit 5 (Plans, Specifications, and Drawings) INSERT ADDITIONAL EXHIBITS AS NECESSARY, e.g., RFP, Contractor’s Proposal, design documents, or other documents that need to be contractual.

Except as otherwise set forth in Section 1 below, a conflict in the Contract Documents will be resolved in the priority listed above with this Contract taking precedence over all other documents. The Contract Documents are the entire contract between the parties and supersede any prior representation, written or oral.

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STANDARD TERMS AND CONDITIONS

1. General Product Requirements. The Equipment will conform to specifications, plans, and drawings set forth in Exhibit 5 (the “Specifications”). In case of conflict between the

Specifications and this Contract, the Specifications will prevail. The apparent silence in this Contract and the Specifications as to any detail or the apparent omission of a detailed description concerning any point will be regarded as meaning that only the best commercial practice is to prevail and that only items manufactured with material and workmanship of first quality are to be supplied. All items that are required by the

Specifications to have any certification or special handling instructions will indicate that certification on the item or in the accompanying documentation.

2. Time is of the Essence. Time is of the essence of this Contract. Failure to deliver the

Equipment by the Delivery Date could result in costly delays to District.

(a) Contractor will notify District of any delay as soon as Contractor is aware of the potential for delay and will use its best efforts to minimize delay, including without limitation by working reasonable overtime at its own expense.

(b) In addition, Contractor will notify District of a revised committed Delivery Date, which must be acceptable to District.

(c) If Contractor’s proposed revised, second Delivery Date is unacceptable to

District, or if Contractor fails to meet the revised, second Delivery Date, then District may (i) terminate this Contract with no liability to District, and Contractor shall return in full all payments made to Contractor under this Contract within

30 days of termination or (ii) require Contractor to ship the Equipment on an expedited basis, and District’s sole liability to Contractor will be limited to payment for the Equipment received and standard surface freight charges.

(d) District reserves the right to charge Contractor for any loss incurred by District caused by Contractor’s failure to meet the Delivery Date, including but not limited to any difference in cost should District terminate this Contract and purchase the Equipment (or its equivalent) from another supplier.

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3. Delivery. Contractor shall coordinate with District before shipping or delivering the

Equipment. All deliveries will be F.O.B. destination with all transportation and handling charges paid by Contractor and included in the Equipment Price, unless otherwise specified in the solicitation documents. District will refuse to accept any C.O.D.

shipment. Responsibility and liability for loss or damage to the Equipment will remain with Contractor until the District, in writing, gives notice to Contractor that it has received delivery of the Equipment and will accept liability for loss or damage to the

Equipment. In no event, however, will District be responsible for any loss or damage to the Equipment (a) caused by any defects or the Equipment’s failure to conform to the requirements of this Contract, (b) covered by Contractor’s warranty obligations, or

(c) both.

4. Inspections. Equipment furnished under this Contract shall be subject to inspection and test by District at times and place determined by District. If District finds Equipment furnished to be incomplete or not in compliance with the Contract, District, at its sole discretion, may either reject the Equipment, require Contractor to correct any defects without charge, or negotiate with Contractor to sell the Equipment to District at reduced prices, whichever District deems equitable under the circumstances. If

Contractor is unable or refuses to cure any defects within a time deemed reasonable by District, District may reject the Equipment and cancel the Contract in whole or in part.

Any rejection of goods or materials whether held by District or returned, will be at

Contractor’s risk and expense. Nothing in this paragraph shall in any way affect or limit

District’s rights as Buyer under the UCC, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

5. Acceptance. District’s acceptance of the Equipment will be in writing and will occur after the test and inspection referenced in Section 4 above is complete. Use of the Equipment consistent with the purpose of testing or inspection is not acceptance. Payment of any amount of the Equipment Price is not to be construed as acceptance. The signature of

District’s receiving agent at the time of delivery is not to be construed as acceptance of the Equipment or acceptance of any terms that conflict with this Contract.

6. Reserved

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7. Contract Number Required. All invoices, packing lists, packages, shipping notices, and any other written document affecting this Contract will contain the applicable Contract number, if any. Packing list(s) will be enclosed with each and every shipment made pursuant to this Contract indicating the contents therein. Each container (box, bag, etc.)

will show the Contract number, if any.

8. Warranties. Unless otherwise stated, Contractor warrants that the Equipment will

(a) conform to the Specifications and all other requirements of this Contract (b) be fit for its particular purpose, (c) be new and free from any defects in labor or material, (d) be free and clear of any liens or encumbrances, (e) carry full manufacturer warranties, and

(f) comply with applicable rules and regulations of authorities having jurisdiction. All implied and express warranty provisions of the UCC are hereby incorporated by reference. Further, Contractor represents and warrants to District that Contractor has the power and authority to enter into and perform this Contract and that this Contract, when executed and delivered, will be a valid and binding obligation of Contractor enforceable in accordance with its terms. Inspection, test, acceptance or use will not affect Contractor’s obligations under this Section 8. Contractor’s warranties set forth in this Contract will survive inspection, testing, acceptance, and payment, and will run to

District and its successors and assigns.

9. Replacement. Without limiting other rights and remedies available to District, if the

Equipment fails to comply with the warranty stated in Section 8 within six months following the date of District’s acceptance of the Equipment, Contractor will, at its own expense and within a reasonable time after notice, replace any defective or nonconforming portion of the Equipment.

10. Title Transfer. District will have possession and use of the Equipment after the

Equipment is delivered in accordance with Section 3. Upon payment in full to Contractor in accordance with Exhibit 1, title to the Equipment will transfer from Contractor to

District without further action by District or Contractor.

11. Independent Contractor Status. Contractor shall certify status as an independent contractor in accordance with Exhibit 3.

12. No Third-Party Beneficiaries. The District and Contractor are the only parties to this

Contract and are the only parties entitled to enforce its terms. Nothing in this Contract

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13. Successors in Interest. The provisions of this Contract are binding upon and inure to the benefit of the parties and their successors and approved assigns, if any.

14. Early Termination. This Contract may be terminated as follows unless otherwise specified herein:

(a) The District and Contractor, by mutual written agreement, may terminate this

Contract at any time.

(b) The District in its sole discretion may terminate this Contract for any reason on

10 days’ written notice to Contractor.

(c) Either the District or Contractor may terminate this Contract in the event of a breach of this Contract by the other. Prior to such termination, the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, then the party giving the notice may terminate this Contract at any time thereafter by giving a written notice of termination.

15. Payment of Invoices.

(a) Method of Payment. Payment will be made as provided in Exhibit 1.

(b) Payment on Early Termination. Upon termination pursuant to Section 14, the

District shall pay Contractor any outstanding amounts for Equipment received and accepted.

16. Payment of Laborers (Required by ORS 279B.220). The Contractor shall:

(a) Make payment promptly, as due, to all persons supplying to such Contractor labor or material for the prosecution of the work provided for this Contract;

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(b) Pay all contributions or amounts due the Industrial Accident Fund by the

Contractor or subcontractors, if permitted, incurred in the performance of this

Contract;

(c) Not permit any lien or claim to be filed or prosecuted against the District on account of any labor or material furnished; and

(d) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

If the Contractor fails, neglects, or refuses to make prompt payment of any claim for labor or services furnished to it by any person in connection with this Contract as such claim becomes due, the District may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the

Contractor by reason of such Contract.

The payment of a claim in this manner will not relieve the Contractor or the Contractor‘s surety, if any, from obligation with respect to any unpaid claims.

17. Payment for Medical Care and Workers’ Compensation (Required by 279B.230).

(a) Contractor shall promptly, as due, make payment to any person, copartnership, association, or corporation furnishing medical, surgical, and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the Contractor, of all sums that the Contractor agrees to pay for the services and all moneys and sums that the Contractor collected or deducted from the wages of employees under any law, contract, or agreement for the purpose of providing or paying for the services.

(b) All subject employers working under this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. See

Contractor Exemption Certification—Exhibit for exemptions from this requirement.

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18. Hours of Labor, Pay Equity (Required by ORS 279B.020, 279B.235). If this Contract includes the performance of “services” as defined in ORS 279A.010(1)(kk):

(a) Contractor shall not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of

Contracts for personal services as defined in ORS 279A.055, the laborer shall be paid at least time and a half pay: (a) for all overtime in excess of 8 hours a day or

40 hours in any one week when the workweek is five consecutive days, Monday through Friday; or (b) for all overtime in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through

Friday; and (c) for work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279B.020(1)(b)(B) to (G).

(b) Contractor shall comply with ORS 652.220 (Prohibition of discriminatory wage rates based on sex; employer not to discriminate against employee who is a complainant). Compliance is a material element of the Contract. Failure to comply is a breach that entitles the District to terminate the contact for cause.

(c) Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person, and may not retaliate against an employee who does so.

19. Tax Compliance Warranty (Required by ORS 279B.045). Contractor represents and warrants that Contractor has complied with the applicable tax laws of this state or a political subdivision of this state, including but not limited to ORS 305.620 and

ORS chapters 316, 317, and 318. Contractor covenants that Contractor will continue to comply with the tax laws of this state or a political subdivision of this state during the term of this contract. Failure by Contractor to comply with the applicable tax laws of this state or a political subdivision of this state before the execution of this Contract or during the term of this Contract is a default for which District may terminate this

Contract and seek damages and other relief available under the terms of this Contract or under applicable law.

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20. Non-Appropriation/Adequate Funding.

(a) If payment for Equipment under this Contract extends into the District’s next fiscal year, the District’s obligation to pay for Equipment is subject to approval of future appropriations to fund this Contract by its Board of Supervisors.

(b) Continuation of this Contract, at specified levels, is conditioned on adequate funding under the District’s budget adopted in June of each year. The District reserves the right to adjust the level of services in accordance with funding levels adopted.

21. Remedies. In the event of breach of this Contract, the parties will have the following remedies:

(a) If terminated under Section 14(c) by the District due to a breach by the

Contractor, the District may procure the Equipment, or its equivalent, by agreement with other manufacturers, suppliers, or vendors. If the cost of procuring the Equipment exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the District the amount of the reasonable excess.

(b) In addition to the remedies set forth in this Contract for a breach by the

Contractor, the District shall also be entitled to any other equitable and legal remedies that are available.

(c) If the District breaches this Contract, Contractor’s remedy will be limited to termination of this Contract and receipt of Contract payments to which

Contractor is entitled.

22. Access to Records. The Contractor agrees that the District and its authorized representatives will have access to the books, documents, papers, and records of the

Contractor which are directly pertinent to the specific Contract for the purpose of making audit, examination, excerpts, and transcripts.

Contractor shall maintain all fiscal records directly relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly

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District‘s duly authorized representatives will have access to such fiscal records and other books, documents, papers, plans, and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts.

Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of 10 years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever date is later.

23. Recycled Products. To the maximum extent economically feasible, Contractor shall use recycled paper, recycled PETE products, and other recycled plastic resin products in the performance of this Contract.

24. Legal and Policy Compliance. Contractor shall comply with all federal, state, and local laws applicable to public contracts and to the work done under this Contract, and all regulations and administrative rules established pursuant to those laws. Contractor shall comply with all applicable District policies, procedures, rules, and other protocols that

District has provided or made available to Contractor.

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

26. Authority to Transact Business. Contractor represents and warrants that Contractor is properly registered to transact business in every jurisdiction where such registration is required.

27. Insurance. Contractor shall provide insurance in accordance with Exhibit 2.

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28. Waiver. Waiver of any default under this Contract by the District will not be deemed to be a waiver of any subsequent default or a modification of the provisions of this

Contract.

29. Governing Law. The provisions of this Contract will be construed in accordance with the laws of the State of Oregon and rules of the District as they appear at the time of signing or any subsequent addenda. Any legal action involving any question arising under this

Contract must be brought in Multnomah County Circuit Court. If the claim must be brought in a federal forum, then it will be brought and conducted in the United States

District Court for the State of Oregon.

30. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Contract did not contain the particular term or provision held invalid.

31. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract.

No waiver, consent, modification, or change in the terms of this Contract (including any change or modification of the Specifications) will bind either party unless in writing signed by both parties. Any written waiver, consent, modification, or change will be effective only in the specific instance and for the specific purpose given.

32. Anti-discrimination Clause (Required by ORS 279A.110). Contractor may not discriminate against a disadvantaged business enterprise, a minority-owned or women-owned business, an emerging small business certified under ORS 200.055, or a business that is owned by a service-disabled veteran. Additionally, Contractor must comply with all applicable requirements of federal and state civil-rights law and rehabilitation statutes and must not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits, or employment.

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33. Infringement. Contractor represents and warrants that the manufacture, sale, or use of the Equipment does not and will not infringe on any patent, trademark, copyright, or other intellectual property right (each an “Intellectual Property Right”). Contractor agrees to defend, indemnify, and hold harmless District from, for, and against any and all infringements of an Intellectual Property Right arising from the purchase, installation, or use of the Equipment delivered to the District and to assume all expenses, including attorney fees and expert fees, and pay all damages arising from such claim.

34. Intellectual Property Rights. Contractor grants to District a perpetual, irrevocable, worldwide, sublicensable, assignable, nonexclusive, royalty-free, and fully paid-up license in all intellectual property, whether owned by Contractor or, to the extent assignable, another party, that is embodied in the Equipment or otherwise necessary for

District to effectively use the Equipment or products manufactured using the Equipment. Contractor will, at Contractor’s expense, take any steps that are reasonably necessary to protect and otherwise effect the intellectual property licenses granted to

District by this Contract.

35. Attorney Fees. If a suit or action is filed to enforce any of the terms of this Contract, the prevailing party will be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum which a court, including any appellate court, may adjudge reasonable as attorney’s fees. In the event the prevailing party is represented by “in-house” counsel, the prevailing party will nevertheless be entitled to recover reasonable attorney fees based upon the reasonable time incurred and the attorney fee rates and charges reasonably and generally accepted in the metropolitan

Portland, Oregon area for the type of legal services performed.

36. Rule of Construction. The rule of construction that a contract is construed against the drafter will not apply to any dispute over the interpretation of application of this

Contract.

37. Notices. All notices or demands of any kind required or desired to be given by District or

Contractor must be in writing and shall be deemed delivered upon depositing the notice or demand in the United States mail, certified or registered, postage prepaid, addressed to the respective party at the addresses below:

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If to District: Multnomah County Drainage District

Attention: [____________________]

1880 NE Elrod Dr

Portland, OR 97211

Phone: [____________________]

Email: [____________________]

Fax: [____________________]

If to Contractor: [Contractor name]

Attention: [____________________]

[Contractor address]

[Contractor address]

Phone: [____________________] Email: [____________________]

Fax: [____________________]

38. Survival. The provisions set forth in Sections 8 through 13, 15, 21, 22, and 24 through 36 will survive the termination or expiration of this Contract.

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CONTRACTOR DATA AND SIGNATURE

Business Name:

Business Address:

Contractor Phone:

Federal Tax ID# or Social Security # Is Contractor a nonresident alien? _____ Yes _____ No Business Designation (check one): _____ Sole Proprietorship ____ Partnership _____ Corporation-for profit ____ Corporation-non-profit _____ Other [describe here: _______________________]

Federal tax ID numbers or Social Security numbers are required pursuant to ORS 305.385 and will be used for the administration of state, federal and local laws. Payment information will be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above.

I have read this Contract including the attached Exhibits. I certify that I have the authority to sign and enter into this Contract. I understand the Contract and agree to be bound by its terms.

Signature Title

Name (please print) Date

NOTE: Contractor must also sign Exhibit 3 and (if attached) Exhibit 4.

MULTNOMAH COUNTY DRAINAGE DISTRICT NO. 1

SIGNATURE

(This Contract is not binding on the District until signed the appropriate signing authority)

Signature Title Date

Name (please print)

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EXHIBIT 1

Contract for Goods

STATEMENT OF WORK, COMPENSATION,

PAYMENT, and RENEWAL TERMS

1. Contractor shall provide the following equipment: DESCRIBE OR REFERENCE EXHIBIT, SUCH AS CONTRACTOR‘S PROPOSAL OR THE RFP. The Equipment is further described in Exhibit 5.

2. The maximum total payment under this Contract, including expenses (the “Equipment

Price“): DESCRIBE OR REFERENCE EXHIBIT, SUCH AS CONTRACTOR‘S PROPOSAL OR THE

RFP.

3. The District shall pay Contractor on the following basis: DESCRIBE OR REFERENCE

EXHIBIT, SUCH AS CONTRACTOR‘S PROPOSAL OR THE RFP.

4. The District will pay expenses on the following terms and conditions: DESCRIBE OR

REFERENCE EXHIBIT, SUCH AS CONTRACTOR‘S PROPOSAL OR THE RFP.

5. This Contract may be renewed on the following basis: The Contract will terminate on acceptance of the Equipment and payment to Contractor in accordance with this Exhibit.

**The District shall have the right to withhold from payments due Contractor such sums as are necessary in the District‘s sole opinion to protect the District from any loss, damage, or claim which may result from Contractor‘s failure to perform in accordance with the terms of the Contract or failure to make proper payment to…