On-Call HVAC Services RFQ.pdf

Tualatin Valley Fire & Rescue

11945 SW 70th Avenue, Tigard, OR 97223

Phone: 503-259-1157, Fax: 503-649-5347

Request for Quote

For On-Call Heating, Ventilation, and Air Conditioning (HVAC) for Fire Stations

Trade Services Quote Number: 26-22

Issue Date: October 15, 2026

Quote Deadline: November 2, 2026 @ 8:00 AM

Anticipated First Task Order Date: November 18, 2026

The purpose of this request for quote is to obtain competitive quotes from qualified contractors interested in providing on-call HVAC services for Tualatin Valley Fire & Rescue’s (TVF&R and District) Fire Stations.

Pre-Quote Conference:

TVF&R will conduct a pre-Quote conference for this RFQ. TVF&R has scheduled a pre-Quote conference on

October 21, 2026 @ 8AM to be held via virtual meeting, see link below. Attendance is not mandatory. The purpose of the conference is to provide additional information regarding this solicitation and to answer any questions Bidders may have. Bidders are cautioned that the official RFQ requirements will change only by written amendment issued by the TVF&R.

Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/241832600648037?p=4sCoOsmxzsuBCQfm6E

Meeting ID: 241 832 600 648 037

Passcode: 8zq6Hr3S

Award: The District intends to award up to three (3) Price Agreements for On-call HVAC work (Project) for its

34 fire stations on an as-needed basis. The initial term is one year with option to extend annually, a total of five

(5) years.

Quotes will be evaluated on unit pricing and product specifications as detailed in Exhibit B: Quote Form. Price

Agreements will be awarded to the lowest-priced contractor that meets all technical specifications and is the best interest of TVF&R.

The use of these on-call Price Agreements (Agreement) will allow District staff to efficiently retain HVAC services without a lengthy proposal process for each project resulting in optimum use of staff time and services, higher quality control and more consistent service delivery.

Task Orders: During the Agreement term, TVF&R, at its sole discretion and on a rotating basis, will provide

Contractor with written requests or task orders for a specific Project. These requests will include a detailed description of the services and deliverables to be provided, specifications and a time in which to complete requested services; an on-site walk-through will be encouraged. A task order over $100,000 must be approved by the TVF&R Board of Directors. Task Orders will be distributed among the awarded contractors on an even basis, aimed at equalizing the total dollar value of work assigned to each firm over the life of the Price Agreement, subject to the firm’s availability, specialized expertise, and performance.

https://teams.microsoft.com/meet/241832600648037?p=4sCoOsmxzsuBCQfm6E

RFQ Documents:

On-Call HVAC for Fire Stations

Attachment A: Proposer Information Form/Certifications

Attachment B: Quote Form

Attachment C: References

Attachment D: Form of Proposed Price Agreement (see Exhibit C: Sample Task Order)

ACTIVITY DATE

Issuance of Request for Quote October 15, 2026

Pre-submittal meeting via video meeting October 21, 2026 @ 8AM

Deadline for Questions/Clarifications October 23, 2026 @ 8:00 am

Deadline for Addenda October 26, 2026

Deadline for RFQ Protests October 27, 2026 @ 8am

Deadline for Submission of Quote November 2, 2026 @ 8:00 am

Initial Evaluation of Quote November 2-3, 2026

Notice of Intent to Award November 4, 2026

Anticipated Contract Negotiation November 18, 2026

Anticipated Notice to Proceed November 18, 2026

1. Contractors will submit their Quote pursuant to the instructions of this document.

2. QUOTE REVIEW. Contractors must carefully review this document and are responsible for knowing and understanding the terms, conditions, and specifications.

3. PRICE AGREEMENT. The purpose of this Quote is to establish an On-Call Trade Service Price Agreement between the selected Contractor and TVF&R to provide the required goods and/or services specified. A sample on-call Price Agreement is attached, and its terms and conditions are incorporated by reference.

4. TIME FOR ACCEPTANCE/CONTINGENT OFFER.

a. Offer and acceptance. The submitted quote is an offer to enter into a contract. The offer shall be held open by the contractor for TVF&R’s acceptance for a period of sixty (60) calendar days, unless extended in writing. TVF&R's award of a Price Agreement constitutes acceptance of the offer.

b. Contingent offer. A contractor shall not make its offer contingent upon TVF&R’s acceptance of any terms and conditions (including specifications) other than those contained in this Quote.

5. QUOTE EVALUATION AND AWARD.

a. Evaluation. TVF&R will evaluate all responsive Quotes based on the submittals enclosed.

b. Clarification of Quotes. After quotes are received TVF&R may conduct discussions with any contractor for the purpose of clarification to assure full understanding of their quote.

Quotes Due:

Not later than QUOTE due date: November 2, 2026 @ 8:00 AM

Late quotes will not be accepted or considered.

Submit quotes to: Trisha.Schultz@tvfr.com

Direct Questions to: Trisha.Schultz@tvfr.com

Question Deadline Questions must be in writing before October 23, 2026 @ 8:00 AM mailto:Trisha.Schultz@tvfr.com mailto:Trisha.Schultz@tvfr.com

c. Award. TVF&R shall award a Price Agreement to the contractor whose quote will best serve the interests for TVF&R, taking into account price as well as considerations including, but not limited to experience, expertise, product functionality, suitability for a particular purpose and contractor responsibility under

ORS 279B.110 and the submittal information.

7. CONTRACTOR’S RESPONSIBILITIES.

a. General.

i. Contractor must assign a single staff person as project manager to work with TVF&R. This person is responsible for assuring that the services provided as outlined in this request for quotes are performed properly.

ii. The selected Contractor shall furnish and assume full responsibility for everything required for the orderly progress and proper execution and completion of the work required under the resulting Price

Agreement, including the necessary materials, equipment, labor, transportation, facilities, and incidentals.

iii. The selected Contractor shall not have any public or private interest and shall not acquire directly or indirectly any such interest which conflicts in any manner with the performance under the resulting

Price Agreement.

iv. The selected Contractor shall employ only persons duly licensed by the State of Oregon to perform the work required under this Price Agreement for which applicable Oregon Law requires a license.

v. Oregon BOLI/PWR Requirements. If a task order exceeds $50,000, as a Public Works project, it is subject to Oregon BOLI Prevailing Wage Rate Laws ORS 279C.800 to 279C.870; Contractor is subject to the rules under Section 8:

A. The contractor and its subcontractors will abide by the applicable date as determined by the Task

Order date, determination of the minimum wage rates as scheduled and published for this region by the U.S. Department of Labor and the Oregon Department of Labor and will abide by all amendments, decisions, and related regulations of these agencies. Specifically:

(i) The Contractor is required to pay workers prevailing wage rates for the Region #2 through the task order term.

(ii) If the Contractor fails to pay for labor and services TVF&R can pay and shall withhold these amounts from payments to the Contractor. OAR 839-016-0020(1) (a).

(iii) The Contractor is required to pay weekly, holiday (including weekends) and daily overtime as required. OAR 839-016-0020(1) (b).

(iv) The most applicable BOLI PWR publication applies to this Price Agreement and is hereby incorporated by reference: https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

vi. Public Works Bond.

A. Contractors who work on public works projects, subject to the PWR law, are required to file a

$30,000 Public Works Bond to be used exclusively for unpaid wages determined to be due by

BOLI. Proof of this bond in effect shall be provided to TVF&R prior to Task Order signing, after the award of this quote.

B. General Contractors are required to verify that subcontractors have filed a public works bond before permitting a subcontractor to start work on a project.

C. ORS 279C.836(7) provides exemptions from the bond requirements for certified disadvantaged, minority, women or emerging small business enterprises. It is the Contractors responsibility to notify TVF&R if an exemption applies to the Contractor.

D. The Public Works Bond shall be furnished by a surety company authorized to do business in

Oregon.

8. Scope:

a. Services may include scheduled maintenance, emergency response, diagnostic services, repairs, replacement of components, and minor system upgrades. Services may include, but are not limited to:

i. Rooftop HVAC units

ii. Variable Refrigerant Flow systems (VRF)

iii. Split-system heating and cooling units https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

iv. Heat pumps

v. Furnaces

vi. Air handling units (AHUs)

vii. Variable Frequency Drives (VFD's)

viii. Make-up air units

ix. Exhaust and ventilation systems

x. Variable Air Volume (VAV) systems

xi. Fan coil units

xii. Boilers and associated controls

xiii. Mini-split systems

xiv. Chillers and cooling equipment

xv. HVAC control systems and thermostats

xvi. Building automation system (BAS) interface components

xvii. Air filtration systems

xviii. Related mechanical equipment and accessories

b. The Contractor shall perform preventive maintenance services in accordance with manufacturer recommendations and industry standards. Preventive maintenance activities may include:

i. Inspection and testing of HVAC equipment

ii. Cleaning coils, condensate drains, and components

iii. Lubrication of moving parts

iv. Filter replacement

v. Belt inspection and replacement

vi. Refrigerant level checks

vii. Electrical component inspection

viii. Calibration of thermostats and controls

ix. Verification of system performance and efficiency

x. Identification of deficiencies and recommended corrective actions

xi. The Contractor shall provide written inspection and maintenance reports after each service visit.

c. Repair and Corrective Maintenance. The Contractor shall:

i. Diagnose equipment failures and operational issues.

ii. Provide repair recommendations and cost estimates.

iii. Perform repairs upon authorization by TVF&R.

iv. Replace defective components as necessary.

v. Return equipment to proper operating condition.

vi. Test systems after repairs to verify functionality.

d. The Contractor shall provide emergency repair services twenty-four (24) hours per day, seven (7) days per week, including holidays.

e. Upon request, the Contractor may provide services for minor HVAC improvement projects, including:

i. Equipment replacement

ii. System modifications

iii. Ventilation improvements

iv. Control upgrades

v. Energy-efficiency improvements

vi. Ductwork modifications

vii. Installation of new HVAC equipment

f. Personnel Qualifications. The Contractor shall:

i. Employ trained and qualified HVAC technicians.

ii. Maintain all licenses required by the State of Oregon.

iii. Ensure technicians possess applicable EPA refrigerant certifications.

iv. Conduct work in accordance with applicable federal, state, and local regulations.

g. Safety Requirements. The Contractor shall:

i. Comply with all OSHA requirements.

ii. Follow TVF&R facility access and safety procedures.

iii. Maintain a safe work environment.

iv. Immediately notify TVF&R of any unsafe conditions observed.

h. Materials and Parts. Unless otherwise authorized:

i. All replacement parts shall be new and of equal or better quality than original equipment manufacturer (OEM) specifications.

ii. The Contractor shall obtain approval prior to installing substitute or non-OEM components.

iii. Removed parts shall become the property of TVF&R unless otherwise directed.

i. Warranty. The Contractor shall warrant:

i. Labor for a minimum of one (1) year following completion.

ii. Materials and equipment in accordance with manufacturer warranties.

iii. The Contractor shall correct any warranty-related deficiencies at no additional cost to TVF&R.

j. Contractor Performance Standards. The Contractor shall:

i. Maintain effective communication with TVF&R staff.

ii. Meet established response times.

iii. Complete work in a timely manner.

iv. Provide accurate invoicing and documentation.

v. Deliver services consistent with industry best practices.

k. Work performed during standard hours (8:00–4:30) unless otherwise approved by the District

Representative.

9. Enclosures

The following are required to be returned as the Contractors response by the deadline listed above :

ATTACHMENT A: Contractor Certification – Complete all spaces.

ATTACHMENT B: Quote Form – Complete all spaces.

ATTACHMENT C: References

ATTACHMENT A: Contractor Certification

Legal Name of Contractor: __________________________________________________________________

Mailing Address: __________________________________________________________________________

The Contractor certifies and agrees:

The prices in this Quote have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Quoter relating to the intention to submit a Quote, or the methods or factors used to calculate the prices.

The Contractor has read and understands the Contractors Responsibilities and the Trade Services Contract including the insurance requirements.

The Contractor has, or has available, the equipment, personnel, materials, equipment, facilities, and equipment as well as the technical and financial ability necessary to complete and execute all Work in a sound and suitable manner for the use specified and intended.

The Contractor agrees to execute the formal Price Agreement within ten (10) days from date of notice of award.

The Contractor acknowledges that the signer on this Quote is fully authorized to sign on behalf of the firm listed and to fully bind the firm listed to all conditions and provisions thereof.

The Contractor will comply with all requirements of local, state, and national laws, and that no legal requirement has been or will be violated in making or accepting this Quote.

The Contractor is registered with the Construction Contractors Board: License Number_____________________.

The Contractor certifies that it has not discriminated and will not discriminate, in violation of ORS 279A.110, against any minority, women or emerging small business enterprise in obtaining any required subcontract.

The Contractor agrees to comply with Oregon tax laws in accordance with ORS 305.385.

Respectfully submitted this _______ day of____________________, 20___.

Signature: __________________________________

Name: _________________________________

(print)

Title: __________________________________

Phone: _________________________________Fax:____________________________

ATTACHMENT B: QUOTE FORM

Legal business name

Business address

Primary contact person

Telephone number

Email address

Oregon CCB license #

Federal Tax Identification #

Required Oregon HVAC licenses and certifications #

EPA Refrigerant Certification #

Authorized signature of company representative

Acknowledgment of all addenda issued (Circle Number)

1 2 3 4 5 6 7 8

Please provide information for the following items. Note required fields are marked with an asterisk*.

Rates Hourly Rate

Labor Rates

HVAC Service Technician $

Journeyman Technician $

Controls Technician $

Apprentice Technician (if applicable) $

Other: $

Other: $

Other: $

Premium Rates

Overtime labor rate $

Weekend labor rate $

Holiday labor rate $

Emergency call-out fee $

Other: $

Other: $

Contractor Comments:

Markup Rates

Materials markup (%) %

Equipment markup (%) %

Subcontractor markup (%) %

Travel Charges

Hourly travel rate, if applicable $

Mileage rate, if applicable $

Comments:

Bidder shall certify its ability to provide on-site response within four

(4) hours of notification for emergency HVAC failures affecting occupied fire stations and other emergency response facilities operated by TVF&R.

Complete the response time in minutes/hours:

Minutes/Hours

Emergency calls

Urgent service requests

Routine service requests

After-hours service

Weekend and holiday service

Emergency calls

Other:

Safety Information

Provide as an attachment to this Bid Quote:

• Written safety program acknowledgment.

• Current workers' compensation coverage.

• OSHA citations within the past three (3) years, if any.

TVF&R will not accept additional fees or costs other than those listed above, unless approved in writing.

ATTACHMENT C: REFERENCES

Name of Contractor: ____________________________________________________

The information provided in this form is part of TVF&R’s inquiry concerning Contractor responsibility.

Please print clearly or type. Submit completed form with your response.

DECLARATION: The Contractor hereby declares that the statements contained herein are true and correct.

Complete for similar projects contractor has completed (or in progress) in the last five years

ITEM CONTRACT 1 CONTRACT 2

Description of

Work:

Est Contract

Amount

Owners Name

Owner Contact

Contact

Telephone

Or E-mail address

ITEM CONTRACT 3 CONTRACT 4

Description of

Work:

Est Contract

Amount

Owners Name

Owner Contact

Contact

Telephone

Or E-mail address

SURETY INFORMATION

Company

Name

Contact Name

Telephone ( )

Indicate the amount of bonding coverage for the

Contractor*:

Has Contractors application for surety bond ever been declined?

NO

YES (If Yes, please provide details)

During the past 2 years, has Contractor failed to meet the claims of your subcontractors or suppliers?

NO

YES (If Yes, please provide details)

RELIABILITY

Has your company ever been declared in breach of any contract for unperformed or defective work?

No Yes (If Yes, please provide details)

Has any employee or agent of your company ever been convicted of a criminal offense arising out of obtaining, attempting to obtain, or performing a public or private contract or subcontract?

Has any Officer or Partner of your organization ever been an Officer or Partner of another Organization that failed to complete a construction contract? Has any Officer or Partner of your organization ever been an Officer or

Partner of another Organization that failed to complete a construction contract?

Has your firm ever been at any time in the last ten years the debtor in a bankruptcy case?

KEY PERSONNEL

ITEM Principal Individual Assigned Project Manager

Name

Title/Position

Years in Industry

EQUIPMENT

Provide a list of pertinent equipment available for the work. Indicate equipment that will need to be purchased or rented to accommodate work under this contract.

11945 SW 70th Ave., Tigard, OR 97223

503-649-8577

Trade Services On-Call Price Agreement

Price Agreement #: ____________

This Price Agreement (Agreement) sets forth the covenants, conditions and promises between Tualatin Valley Fire &

Rescue (“TVF&R”) and __________ (“Contractor”) to provide ___________ (“Services”) as identified in the Task Order

(“Project”).

CONTRACTOR’S AGREEMENT TO PROVIDE SERVICES. Contractor agrees to provide TVF&R with the

Services upon issuance of a Task Order from TVF&R identifying a specific project (a “Project”), scope of work, schedule, and price (a “Task Order”). TVF&R, however, has no obligation to issue any Task Orders to Contractor under this Price

Agreement. All Task Orders, purchase orders, accepted proposals, and requests for Services issued by TVF&R to

Contractor under this Price Agreement are subject to and governed by this Agreement, and this Agreement is incorporated into each Task Order. Although all Services are subject to this Agreement, the Parties will create a Task Order for any

Services as a prerequisite for any payment to the Contractor for Services.

PRICE AGREEMENT PERIOD. The effective date of this Agreement is _______ (the “Effective Date”), unless earlier terminated as provided below, the termination date is __________ (“Termination Date”).

CONSIDERATION. TVF&R shall pay the Contractor for the Services performed in a satisfactory manner as specified in

Task Order. Task Orders exceeding $100,000 require TVF&R Board Approval.

CERTIFICATION. In consideration of the mutual covenants, stipulations and agreements, the Parties hereto do contract and acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions:

Contractor:

TVF&R:

11945 SW 70th Ave.

Tigard, OR 97223

Valerie Colgrove, Chief Financial Officer

Name/Title Name/Title

Signature

Signature

Date Date

Email: TVF&R Representative:

Phone: TVF&R Representative Email

Employer Id Number: TVF&R Representative Phone

Any notice required or permitted by this Agreement shall be in writing and shall be delivered to the parties listed above.

ATTACHMENT D: SAMPLE AGREEMENT

The Contractor shall not commence work or provide goods under this Agreement until this Agreement is signed by both parties.

AGREEMENT EXHIBITS. Agreement includes the following Exhibits:

Exhibit A: General Terms and Conditions

Exhibit B: Contractor’s Trade Service Quote/Proposal

Exhibit C: Sample Task Order

EXHIBIT A: GENERAL TERMS AND CONDITIONS

1. ACCEPTANCE. This Agreement is TVF&R’s contract to purchase the Services. Issuance of this Agreement is expressly conditioned upon the Contractors acceptance of these terms and conditions.

2. ASSIGNMENT. The Contractor may not assign this Agreement, either in whole or in part, without TVF&R’s prior written consent.

3. AUTHORITY. The Contractor represents and warrants that it has the power and authority to enter into and perform the Agreement and that the signer of this Agreement has the authority to bind and obligate the Contractor.

4. CHANGES. TVF&R may change (amend) this Agreement if TVF&R, in its sole discretion, determines that the amendment is within the scope of the original Agreement. Amendments to this Agreement must be in writing and must be signed by an authorized representative of the Consultant and TVF&R.

5. CLEAN UP. The Contractor shall keep the work area free from accumulation of waste materials rubbish caused by work operations under this Agreement. At completion of the work, the Contractor shall clean work area, remove all tools, equipment, waste/surplus and clean all surfaces. If Contractor fails to perform this cleanup TVF&R, after 24-hour notice to the Contractor, will self-perform (or hire a third Party) the cleanup. The cost of which shall be borne by the

Contractor and TVF&R will deduct the amount due from monies owed the Contractor.

6. COMPLIANCE WITH LAWS.

a) The laws of the State of Oregon shall govern this Agreement. Any action or suit commenced in connection with this Agreement shall be in the Circuit Court of Washington County Oregon or the Federal District Court for Oregon.

The prevailing Party shall be entitled to reasonable attorney fees and costs as awarded by the Court, including any appeal. All rights and remedies of TVF&R and Contractor shall be cumulative and may be exercised successively or concurrently.

b) The Contractor agrees to comply with all applicable federal, state and local laws, regulations, executive orders, rules and ordinances. Failure or neglect on the part of the Contractor to comply with any or all such laws, regulations, executive orders, rules and ordinances, shall not relieve the Contractor of these obligations nor of the requirements of this Agreement. All laws, regulations, executive orders, rules and ordinances applicable to this

Agreement are incorporated by reference where so required by law.

c) Contractor, its subcontractors, if any, and all employers providing work, labor or materials under this Agreement are subject employers under the Oregon workers' compensation law and shall comply with ORS 656.017, which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Agreement. Contractor certifies that (i) it is not an employee of TVF&R; (ii) if Contractor is currently performing work for TVF&R or the federal government, Contractor's work to be performed under this

Agreement creates no potential or actual conflict of interest as defined by ORS 244; and (iii) if this payment is to be charged against federal funds, it is not currently employed by the federal government.

d) If the Contractor fails to comply with the laws TVF&R shall have the right to terminate this Agreement.

e) Oregon BOLI/PWR Requirements. If a Task Order exceeds $50,000, as a Public Works project, it is subject to

Oregon BOLI Prevailing Wage Rate Laws ORS 279C.800 to 279C.870; Contractor is subject to the rules under

Section 8:

i) The contractor and its subcontractors will abide by the applicable date as determined by the Task Order date, determination of the minimum wage rates as scheduled and published for this region by the U.S. Department of Labor and the Oregon Department of Labor and will abide by all amendments, decisions, and related regulations of these agencies. Specifically:

ii) The Contractor is required to pay workers prevailing wage rates for the Region #2 through the Agreement period.

iii) If the Contractor fails to pay for labor and services TVF&R can pay and shall withhold these amounts from payments to the Contractor. OAR 839-016-0020(1) (a).

iv) The Contractor is required to pay weekly, holiday (including weekends) and daily overtime as required. OAR

839-016-0020(1) (b).

v) The most applicable BOLI PWR publication applies to this Agreement and is hereby incorporated by reference:

http://www.oregon.gov/BOLI/WHD/PWR/pwr_state.shtml.

f) Public Works Bond.

i) Contractors who work on public works projects, subject to the PWR law, are required to file a $30,000 Public

Works Bond to be used exclusively for unpaid wages determined to be due by BOLI. Proof of this bond in effect shall be provided to TVF&R prior to Agreement signing, after the award of this quote.

ii) General Contractors are required to verify that subcontractors have filed a public works bond before permitting a subcontractor to start work on a project.

iii) ORS 279C.836(7) provides exemptions from the bond requirements for certified disadvantaged, minority, women or emerging small business enterprises. It is the Contractors responsibility to notify TVF&R if an exemption applies to the Contractor.

iv) The Public Works Bond shall be furnished by a surety company authorized to do business in Oregon.

7. CONTINUING OBLIGATION. Notwithstanding the expiration date or completion of this Agreement, the Contractor is obligated to fulfill his responsibilities until warranty, guarantee, maintenance, and parts availability requirements have completely expired.

8. CUTTING AND PATCHING. Contractor shall be responsible for coordinating all cutting, fitting, or patching of the work to make all parts come together properly and fit to receive or be received by work of other contractors, subcontractors, or TVF&R. Contractor shall be responsible for restoring all cut, fitted, or patched surfaces to an original condition; provided however, that if a different condition is specified in the Agreement Documents, then the Contractor shall be responsible for restoring such surfaces to the condition specified.

9. DAMAGE. The Contractor is responsible for damage to any property, TVF&R owned or otherwise, that is a result of

Contractor or subcontractor negligence while work under this Agreement is in progress. The Contractor shall be responsible for repairing and replacing anything damaged by its operations, within thirty (30) days after notification by

TVF&R. Should any of the work, and such goods, materials, equipment and furnishings, be destroyed, mutilated, defaced or otherwise damaged prior to the time the risk of loss has shifted to TVF&R, the Contractor shall repair or replace the same at no additional cost to TVF&R.

10. DELAYS IN DELIVERY/FORCE MAJEURE. Neither TVF&R nor Contractor shall be held responsible for delay or default caused by any contingency beyond their control, including, but not limited to war or insurrection, strikes or lockouts by the Parties’ own employees, walkouts by the Parties’ own employees, fires, natural calamities, riots or demands or requirements of governmental agencies other than TVF&R.

11. DISCRIMINATION. The Contractor shall comply with all Federal, State, and local laws, rules, ordinances, and regulations and shall not discriminate based on gender, or gender orientation, sexual orientation, age, race, creed, color, religion, marital status, familial status, mental or physical disability status, source of income, national origin or political affiliation in programs, activities, services, benefits, or employment. Contractor shall not discriminate against minority-owned, women-owned, or emerging small businesses.

12. DRUG STATEMENT. The use of drugs, alcohol, or any tobacco products is prohibited on TVF&R property.

13. ESCALATION. Beginning on the first anniversary of the Effective Date, and on each anniversary thereafter during the Term, the prices set forth in this Agreement may be adjusted by the Contractor. Any annual price increase shall not exceed the lesser of (i) ___% or (ii) the percentage change in the Consumer Price Index (CPI-U), U.S. City Average, published by the U.S. Bureau of Labor Statistics for the preceding 12-month period. Contractor shall provide written notice of any proposed price adjustment at least 60 days prior to the effective date of the increase. No price adjustment http://www.oregon.gov/BOLI/WHD/PWR/pwr_state.shtml shall take effect without the prior written approval of the Agency. If the parties cannot agree on a proposed adjustment, the Agency may, at its discretion, elect to continue under existing pricing or terminate the Agreement without penalty.

14. ELECTRONIC EXCHANGE. The Parties agree either may conduct transactions, including any Agreement changes, by electronic means (via email or fax).

15. EXTENSION. TVF&R reserves the right to extend this Agreement beyond any termination date upon agreement of the Parties, and only when the scope of the additional Services is substantially similar to the original scope. TVF&R will provide written notice to the Consultant of its intent to extend this Agreement within a reasonable time prior to the scheduled termination date.

16. FOB POINT. Delivery of all goods or services shall be priced FOB Destination to the Project Site(s).

17. IDENTIFICATION OF EMPLOYEES. Contractor shall ensure that its employees have identifying uniforms or other designation of identity (ID badge, hat, coat with company logo/name) while on TVF&R property.

18. INDEMNIFICATION. Subject to the conditions and limitations of the Oregon Constitution and Oregon Tort Claims

Act, ORS 30.260 through 30.300, and to the fullest extent permitted by law, the Contractor shall fully indemnify, defend and save and hold harmless TVF&R, its officers, board members, agents, employees, volunteers, affiliates, and all other persons acting on behalf of the indemnified party, from and against any and all claims, demands, suites, actions, damages, losses, costs and expenses, direct and indirect or consequential of any nature whatsoever, including reasonable attorneys’ fees, and any other costs of defense, settlement payments and court costs, and liability of personal injuries

(including death), property loss, and all other legally cognizable harm caused by, arising from, in whole in part, or in connection with, any act or omission involving this Agreement. The duty of defense shall arise immediately upon assertion of any claim that may be covered by this indemnification provision, and, to the fullest extent allowed by law, shall be independent of any duty of indemnification. Such limitation does not apply to the Consultant’s failure to comply with the RESPONSIBILITY FOR TAXES LAW COMPLIANCE AND WITHHOLDING paragraph herein.

19. INDEPENDENT CONTRACTOR. Services provided under this Agreement are those of an independent contractor.

Contractor is not an officer, employee or agent of TVF&R. Contractor represents and warrants that it is an independently established business which meets all the requirements of ORS 670.600(2)(a-d), and meets three or more of the requirements of ORS 670.600(3). Although TVF&R reserves the right (i) to determine (and modify) the delivery schedule for the work to be performed and (ii) to evaluate the quality of the completed performance, TVF&R cannot and will not control the means or manner of Contractor’s performance.

20. INSPECTION AND ACCEPTANCE.

a. All goods and services are subject to final inspection and acceptance after delivery at TVF&R.

b. TVF&R shall have ten (10) calendar Days from date of delivery of the entire order within which to inspect and accept or reject the goods and services.

c. At no additional cost, TVF&R shall have the right to require correction of services or replacement of goods discovered defective in workmanship, material or otherwise not in conformance with this Agreement.

d. Failure: If Contractor fails to correct defects TVF&R shall have the right to carry out the work as stipulated in paragraph 32.

21. INSURANCE. Contractor shall purchase and maintain the following insurance:

a. WORKER'S COMPENSATION as required by law ORS 656.

b. EMPLOYER'S LIABILITY in the minimum amount of $500,000 when the Contractor has employees performing services under the Agreement.

c. COMPREHENSIVE AUTOMOBILE LIABILITY including owned, non-owned and hired vehicles: $2,000,000

Combined Single Limit Bodily Injury and Property Damage any one occurrence and a minimum of $4,000,000 in the aggregate.

d. COMPREHENSIVE GENERAL LIABILITY to include premises/operations, independent providers, products/completed operations, and blanket contractual: $2,000,000 Combined Single Limit Bodily Injury, Property

Damage, and personal injury any one occurrence and $4,000,000 in the aggregate.

e. TVF&R shall be included as an additional insured on the policies and shall be provided a copy of the blanket additional insured endorsement. Certificates shall be submitted to Tualatin Valley Fire & Rescue, Attn: Finance, 11945 SW 70th Ave. Tigard, OR 97223 prior to the commencement of the Agreement work. The Contractor agrees to pay for the insurance specified and agrees to provide TVF&R with a 30 days’ notice of cancellation if non-renewal occurs during the Agreement period.

f. This insurance shall be considered as primary insurance and exclusive of any insurance carried by Tualatin Valley

Fire & Rescue, and the insurance evidenced by the required certificates shall be exhausted first, notwithstanding the fact that Tualatin Valley Fire & Rescue may have other valid and collectible insurance covering the same risk.

22. INVOICING AND PAYMENT(S). Contractor shall issue invoice(s) when the Project is complete, or for each work segment (progress payment) as acceptable to TVF&R. Payment shall not be made prior to receipt of a valid invoice.

Credit and discount periods will be computed from the date of receipt of the invoice to the date TVF&R’s check is mailed. Payment will be made within thirty (30) days after the acceptance of a proper invoice. Invoice(s) shall be submitted to Tualatin Valley Fire & Rescue, Attn Accounts Payable, 11945 SW 70th Ave. Tigard, OR 97223 or via email AccountsPayable@tvfr.com. TVF&R WILL NOT PAY ANY ADDITIONAL CHARGES INCLUDING

SURCHARGES, STATE/LOCAL TAXES, INTEREST, LATE CHARGES, OR EXTRA CHARGES FOR BOXING, PACKING, OR CARTAGE UNLESS SPECIFICALLY AGREED TO IN WRITING BY TVF&R.

23. LICENSES AND PERMITS. Unless otherwise agreed in writing by TVF&R, without additional expense to TVF&R, the Contractor shall be responsible for maintaining any licenses and permits necessary for the performance of this

Agreement.

24. MANUFACTURE WARRANTIES. All materials provided unless otherwise specified shall be new. Manufacture warranties received by the Contractor which are applicable to any material equipment, parts, property and services furnished by the Contractor under this Agreement shall survive acceptance and payment, and shall run to TVF&R, its successors and assigns, and shall not be deemed to be exclusive.

25. NOTICE. Any notice required or permitted by this Agreement shall be in writing and shall be delivered to the Parties.

26. ORDER OF PRECEDENCE. In the event of any inconsistent or incompatible Agreement provisions, Exhibit A shall take precedence over the terms of Exhibit B and C.

27. OTHER AGREEMENTS. TVF&R may undertake or award other Agreements for additional work, and the Contractor shall fully cooperate with such other Contractors and TVF&R's employees and carefully fit its own work to such additional work as may be contracted for by TVF&R provided such other work does not unduly interfere with

Contractor’s work. The Contractor shall strive to avoid any act which will interfere with the performance of work by any other Contractor or by TVF&R employees.

28. PERFORMANCE STANDARD.

a. The Contractor shall furnish and assume full responsibility for everything required for the orderly progress and proper execution and completion of the assigned work including, but not limited to, materials, equipment, labor including subcontractor, transportation, equipment, machinery, tools, facilities and incidentals.

b. The Contractor shall perform at the highest standards prevalent and in a workmanlike manner consistent with industry practices.

c. Contractor and its employees shall act in a professional manner, shall enforce proper discipline and decorum while performing the Services and shall control, among other reasonable things: a) noise, including music; b) the use of offensive language; c) smoking or drinking of alcoholic beverages, or use of illegal substances; d) physical violence;

e) riding in the passenger elevators; f) thievery; and/or g) the transportation of materials deemed hazardous.

d. Contractor shall, at all times during the term of this Agreement, provide qualified, and professionally competent workers, who shall be duly licensed, if required, to perform under this Agreement.

29. PERMITS, LICENSE AND FEES. The Contractor shall employ only persons duly licensed by the State of Oregon to perform the Services required under this Agreement for which applicable Oregon Law requires a license. Without additional expense to TVF&R, the Contractor shall be responsible for maintaining any necessary licenses and obtaining mailto:AccountsPayable@tvfr.com building permit(s) and securing all inspections necessary for proper execution and completion of the Services that are customarily secured.

30. PROTECTION OF PERSONS AND PROPERTY. The Contractor shall be responsible for all aspects of safety and safety precautions and programs in connection with the work. TVF&R shall have no responsibility for the loss, theft, mysterious disappearance of or damage to equipment, tools, materials, supplies, and other personal property of the

Contractor or its employees, subcontractors or agents stored on TVF&R premises.

31. PUBLIC AGREEMENTS This Agreement includes, and the Consultant, by entering into this Agreement, certifies to abide by, the following terms and conditions prescribed by Oregon Revised Statutes as applicable: a. ORS 279B.220, Conditions concerning payment, contributions, liens, withholding; b. ORS 279B.225, Conditions concerning salvaging, recycling, composting or mulching yard waste material; c. ORS 279B.230, Conditions concerning payment for medical care and providing workers’ compensation; d. ORS 279B.325, Conditions concerning hours of labor; e. ORS 279B240

Exclusion of recycled oils prohibited.

32. PUBLICITY. The Contractor shall not advertise, market, or use other promotional efforts, data, pictures, or other representations of TVF&R except on prior written authorization by the TVF&R representative.

33. RIGHT TO CARRY OUT THE WORK. If the Contractor defaults or persistently fails or neglects to carry out the work or portions of the work in accordance with the Agreement, or fails to perform a provision of the Agreement, TVF&R, after 10 days' written notice to the Contractor and without prejudice to any other remedy TVF&R may have, may make good such deficiencies and may deduct the reasonable cost thereof, made necessary thereby, from the payment then or thereafter due the Contractor. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to TVF&R. The right of TVF&R to carry out the work shall not give rise to any duty on the part of TVF&R to exercise this right for the benefit of the Contractor or any other person or entity.

34. RIGHT TO STOP THE WORK. If the Contractor fails to correct work performed which is not in accordance with the requirements of the Agreement, TVF&R may issue a written order to the Contractor to stop the Services, or any portion thereof, until the cause of such order is eliminated.

35. SAFETY/ CROWD CONTROL. The Contractor shall adhere to all OSHA safety rules while the performing the

Services. The Contractor is responsible to ensure that its employees, TVF&R employees, and the public are not exposed to hazardous conditions during the work. The Contractor shall ensure that all containment equipment and exposure safeguards are installed and functioning properly at all times. Contractor shall provide, erect, and maintain all planking, shoring, barricades, and adequate warning signage.

36. SECURITY CHECK. For public safety, the Contractor shall perform background checks and screening of its employees, and to the extent allowed or required by law, shall provide such checks or screening results to TVF&R upon written request. TVF&R retains the option to require the immediate removal of any employee or agent that does not pass a background check or screening.

37. SEVERABILITY. If any provision of this Agreement 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 shall be construed and enforced as if the

Agreement did not contain the particular provision held to be invalid.

38. SUPERSEDING EFFECT. There are no covenants, promises, agreements, conditions or understandings between the

Parties, either oral or written, other than those contained in this Agreement.

39. TAX LAW COMPLIANCE AND WITHHOLDING.

a. During the work of this Agreement, the Contractor hereby certifies, represents and warrants that the Contractor has complied with, and shall continue to comply with, the tax laws of the state of Oregon or a political subdivision of this state; ORS 305.620 and ORS chapters 316, 317 and 318. Failure to comply is a default which may be cause to terminate this Agreement and TVF&R or state officials may seek damages and other relief available under the applicable law.

b. Contractor shall be responsible for all federal or state taxes applicable to compensation paid to the Contractor under this Agreement. TVF&R will not withhold from such compensation any amount(s) to cover Contractor’s federal or state tax obligations. The Contractor, and its employees, are not eligible for Social Security benefits, unemployment insurance or workers’ compensation benefits, Public Employees’ Retirement System benefits, or any other benefits provided by TVF&R to its employees from compensation paid to Contractor under this

Agreement.

c. TVF&R is tax exempt from paying Federal, State and Local taxes.

40. TERMINATION.

a. This Agreement shall terminate naturally on the termination date, unless extended as allowed.

b. Termination for Convenience.

i. This Agreement may be terminated at any time by mutual written consent of the Parties.

ii. In the public’s best interest and for any reasonable reason, including breach, TVF&R may terminate this

Agreement in whole or in part upon 30 days’ notice to the Contractor. The right to cure any deficiency may be initiated by TVF&R to Contractor.

iii. If this Agreement is so terminated Contractor shall be paid in accordance with the terms of the Agreement for work rendered and accepted.

c. TVF&R’s Right to Terminate Services For Cause. TVF&R may terminate this Agreement, in whole or in part, immediately upon notice to Contractor, or at such later date as TVF&R may establish in such notice, upon the occurrence of any of the following events:

i. TVF&R fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Contractor’s Services;

ii. Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Services under this Agreement is prohibited or TVF&R is prohibited from paying for such Services from the planned funding source;

iii. Contractor no longer holds any license or certificate that is required to perform the Services; or

iv. Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this

Agreement, fails to perform the Services under this Agreement within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor’s performance under this Agreement in accordance with its terms, and such breach, default or failure is not cured within 10 business days after delivery of TVF&R’s notice, or such period as TVF&R may specify in such notice.

d. Contractor’s Right to Terminate Services for Cause. Contractor may terminate its obligation to provide Services under this Agreement upon 30 days’ notice to TVF&R if TVF&R fails to pay Contractor pursuant to the terms of this

Agreement and TVF&R fails to cure within 30 business days after receipt of Contractor’s notice.

e. Enforcement. Termination under any provision of this Agreement shall not extinguish or prejudice any Party’s right to enforce this Agreement with respect to any breach that has not been cured.

f. Remedies. In the event of termination pursuant to above, Contractor's sole remedy shall be a claim for the sum designated for accomplishing the work multiplied by the percentage of work completed and accepted by TVF&R, less previous amounts paid. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor shall pay any excess to TVF&R upon demand.

g. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Agreement, Contractor shall immediately cease all activities under this Agreement, unless TVF&R expressly directs otherwise in such notice of termination. Upon termination of this Agreement, Contractor shall, to the extent permissible under applicable law, deliver to TVF&R all documents, information, works-in-progress and other property that are or would be deliverables had the Agreement been completed.

h. Limitation of Liabilities. Neither Party shall be liable for (i) any indirect, incidental, consequential or special damages under the Agreement or (ii) any damages of any sort arising solely from the termination of this Agreement in accordance with its terms.

41. TIME IS OF THE ESSENCE. The Contractor shall achieve Completion of the work within the time provided on the first page of the Agreement. Completion shall mean the work shall be fully complete, including all punch lists items, and all documentation, drawings and warranties required under the Agreement Documents shall have been delivered to

TVF&R, and all required inspections, permits and approvals for use and occupancy of the work shall have been procured and delivered. The Contractor shall at all times carry on the work diligently, without delay and punctually fulfill all requirements of the work.

42. TRANSPORTATION. The Contractor is responsible for transportation of its employees, tools, equipment, construction materials, etc., to and from any project site(s).

43. USE OF FACILITIES.

a. Contractor and its employees or agents shall have the right to use only those facilities and utilities of TVF&R that are necessary to perform the work under this Agreement and shall have no right of access to any facility of TVF&R without prior approval of a TVF&R representative.

b. TVF&R shall have no responsibility for the loss, theft mysterious disappearance of, or damage to, equipment, tools, materials, supplies and other personal property of the Contractor or its employees, subcontractors, or agents that may be stored on TVF&R premises and utilities that are necessary to perform the work.

c. The Contractor shall provide, at its own expense and by licensed personnel, all tie-ins and extensions to electrical, water, and waste connections, etc. All connections must be approved in advance by TVF&R and all work relative to the utilities must be in accordance with the applicable building codes.

d. All water connections shall include reduced pressure backflow protection or double check and double gate valves.

All water must be shut off at the end of each shift. Contractor must ensure that all applicable electrical usage is in compliance with all UL and NFPA guidelines.

e. Contractor shall not interfere with any daily on-going facility/building operations in areas that are scheduled for work.

f. All deliveries, storage of equipment or materials shall be coordinated with TVF&R Representative.

g. Contractor shall confine its apparatus, the storage of materials and operation of its staff to limits established by law, ordinances, permits or directions of TVF&R.

h. The work site shall be kept in an orderly and safe fashion so as not to interfere with the progress of the work or the work of any other Contractor or TVF&R staff.

44) WAIVER OF CONDITIONS. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver by that Party of that or any other provision of this Agreement.

45) WAIVER OF SUBROGATION. To the extent permitted by law, TVF&R and Contractor waive all against; each other and any of their subcontractors, agents and employees, each of the other; and Separate Contractors, if any, and any of their subcontracts, agent and employees,…