Request for Quote PW1169-22 - Bottled water.pdf

REQUEST FOR QUOTE

PW1169-22

Release Date: August 4, 2022

The Marion County Public Works Department is soliciting written quotes from vendors for: The provision of bottled drinking water, dispensers and cups to various Public Works Department locations throughout Marion County.

Please Reply to:

Marion County Public Works Department Attn: Contracts Email: pwcontracts@co.marion.or.us

DUE DATE: To be considered, quote must be received by 5:00 PM (PST) on August 18, 2022. Quotes received after the deadline will not be considered.

AWARD PROCESS: The Marion County Public Works Department reserves the right to enter into contracts with multiple vendors based on price and the ability to meet the County’s requirements & needs.

Company Name:

Authorized Signature:

Date

EVALUATION CRITERIA:

Quotes will be evaluated and ranked on the criteria below that best fits the County’s needs in the County’s sole discretion.

Ordinarily, quotes will be evaluated to identify the “lowest responsible Offeror.” The “lowest responsible Offeror” is the lowest Offeror who has substantially complied with all requirements of the RFQ and who can be expected to deliver promptly and perform reliably in the County’s sole discretion.

DESCRIPTION OF SERVICES

Marion County Public Works is soliciting quotes for the continuous rental, delivery and maintenance of water coolers bottled drinking water and cups to various Public Works Department locations throughout Marion County.

Contractor shall be capable of providing sealed spill proof water dispensers to adequately service all locations with the understanding that more than one dispenser and/or bottle may be required at some locations. This bid requires that both "Cold Only" and "Hot & Cold" spill proof water dispensers be available.

WATER:

a) All drinking water shall be supplied in “spill-proof”, non-breakable, sterilized 5-gallon containers. All bottled drinking water shall meet or exceed standards set by the International Bottled Water Association (IBWA), the FDA (21 CFR, Part 129 and Part 165) and the EPA.

DISPENSERS:

a) FIVE GALLON BOTTLES (HANDLE): Bottles size shall be standard five gallon. Bottle design shall include a handle that is a molded part of the bottle container.

b) BOTTLE STORAGE: All bottle racks/containers shall be provided free of charge.

c) WATER COOLER: Water coolers dispense hot water (180 degrees, plus/minus 10 degrees) and cold water (40 degrees or colder). All temperatures are assumed measured in Fahrenheit unless clearly identified in Celsius.

d) WATER COOLER DISPENSER: Water cooler model(s) offered dispense water via a push button, sensor, or mechanical lever.

e) HEATING SHUT OFF: Water cooler model(s) offered provide automatic heating shut-off when hot water tank is empty or hot temperature reached. If using tankless technology the heating unit shuts off or goes into a power saving mode when not in use.

f) HOT WATER CAPACITY: Water cooler model(s) offered provide at least 1.5 liters per hour at 185 degrees Fahrenheit. Model(s) may use hot water reservoir or tankless technology.

mailto:pwcontracts@co.marion.or.us

g) COLD WATER CAPACITY: Water cooler model(s) offered provide at least 2.0 gallons per hour at 40 degrees Fahrenheit. Model(s) may use cold water reservoir or tankless technology.

h) WEIGHT: Water cooler model(s) offered are no heavier than 105 lbs, upon full assembly with full water bottle attached.

i) LEVELING FEET: Water cooler model(s) offered should have adjustable leveling feet.

j) DRIP TRAY: Water cooler model(s) offered provide large drip tray that is easily cleaned or has optional removable screen for easy cleaning.

k) POWER: Water cooler model(s) offered operates on 120VAC, 60 HZ.

l) BREAKDOWN AND REPAIR: Contractor shall repair, and if necessary, replace malfunctioning unit within three (3) business days after notification.

m) CONNECTION HARDWARE: Any necessary connection hardware shall be supplied free of charge by the awarded

Contractor.

n) ANCHORING: Water cooler model(s) offered are capable of being anchored to floor (hardware included).

o) CUPS AND DISPENSERS: Drinking cup dispensers and cups (minimum 9 oz) will be attached to and provided at no charge with each water dispenser.

DELIVERY:

a) Delivery shall be a minimum of every two weeks (bi-weekly), with weekly delivery preferred. The Contractor is responsible for guaranteeing that delivery occurs dependably upon schedule. Delivery will become ongoing unless the Purchaser requests a cancellation of service or changes in delivery quantity or frequency. There shall be no deposit or minimum order quantities required.

b) All deliveries shall be F.O.B. destination.

c) Initial unit installation and service shall be completed within fourteen (14) calendar days of order. This time may be extended in writing by the Purchaser.

LOCATIONS:

a) Delivery locations include, but are not limited to:

Public Works Salem Campus - 5155 Silverton Rd. NE, Salem, OR (Buildings 1, 2, 7 and 8) Salem-Keizer Recycling & Transfer Station - 3250 Deer Park Dr. SE, Salem N. Marion Recycling & Transfer Station – 17827 Whitney Lane NE, Woodburn Brown’s Island Demolition Landfill - 2895 Faragate Street S, Salem, OR

b) Delivery locations may be modified throughout the life of the agreement.

QTY UNITS DESCRIPTION OF SERVICE PRICE

1 Each 5-gallon bottled water $ 1 Each Hot and Cold Bottled Water Dispenser $ Total Price: $

ADDITIONAL INFORMATION:

1. Contract/Purchase pursuant to ORS 279A and Marion County’s procurement rules.

2. Marion County reserves the right to:

a. reject any and all quotes if it is in the County’s best interest to do so

b. amend the quote solicitation

c. not to award a contract for requested services

d. award a contract to more than one vendor

e. extend the deadline for submission of quote

f. waive any irregularities or informalities in any quote

g. accept the quote(s) deemed to be the most beneficial to the public and Marion County

h. negotiate the final statement of work

3. TERM: Selected vendor(s) shall hold prices firm for 3 years. Dependent upon the availability of funding, term of purchasing could be for up to 5 years. Department and selected vendor(s) may negotiate as industry prices change.

4. Offeror shall complete and return Attachment A: Offeror Representatives and Certifications form along with quote.

5. By submitting a Quote, Offeror shall accept all terms and conditions of the Sample Contract for Services shown in

Attachment B.

6. Any shipping and delivery costs must be included in the cost of the item(s). All deliveries to be made to the locations listed above.

THANK YOU FOR YOUR INTEREST IN PROVIDING QUOTES!

ATTACHMENT A: OFFEROR REPRESENTATIONS AND CERTIFICATIONS

FAILURE OF THE OFFEROR TO COMPLETE AND SIGN THIS FORM MAY RESULT IN REJECTION OF

THE SUBMITTED OFFER

The undersigned, having full knowledge of the specifications for the goods or services specified herein, offers and agrees that this offer shall be irrevocable for at least 30 calendar days after the date offers are due or as stated in the solicitation, and if accepted, to furnish any and/or all goods or services as described herein at the prices offered and within the time specified.

OFFEROR NAME: ___________________________________________________________________

ADDRESS: _________________________________________________________________________

PHONE NUMBER: ______________________ WEB SITE: _____________________________

TAXPAYER ID NUMBER: ____________ DATE/STATE OF INCORPORATION: ______

BUSINESS DESIGNATION: Corporation Sole Proprietor Partnership S Corporation Non-Profit Government Other _________________________________________________

CCB/CERTIFICATION/LICENSE NUMBER: ____________________________________________

ASSURANCES - The Offeror attests that:

1. The person signing this offer has the authority to submit an offer and to represent Offeror in all phases of this procurement process;

2. The information provided herein is true and accurate;

3. The Offeror is a resident proposer, as described in ORS 279A.120, of the State of ______________, and has not discriminated against any minority, women, or emerging small business enterprises in obtaining any required subcontracts, in accordance with ORS 279A.110; "Resident bidder" means a bidder that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid, has a business address in this state and has stated in the bid whether the bidder is a "resident bidder". ORS 279A.120 (1) (][b);

4. Any false statement may disqualify this offer from further consideration or because of contract termination;

and

5. The Offeror will notify the Department Contracts Officer within 30 days of any change in the information provided on this form.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY

MATTERS - The Offeror certifies to the best of its knowledge and belief that neither it nor any of its principals:

1. Are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from submitting bids or proposals by any federal, state or local entity, department or agency;

2. Have within a five-year period preceding the date of this certification been convicted of fraud or any other criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are presently indicted for or otherwise criminally charged with commission of any of the offenses enumerated in paragraph 2. of this certification;

4. Have, within a five-year period preceding the date of this certification had a judgment entered against contractor or its principals arising out of the performance of a public or private contract;

5. Have pending in any state or federal court any litigation in which there is a claim against contractor or any of its principals arising out of the performance of a public or private contract; and

6. Have within a five-year period preceding the date of this certification had one or more public contracts (federal, state, or local) terminated for any reason related to contract performance.

Where Offeror is unable to certify to any of the statements in this certification, Offeror shall attach an explanation to their offer. The inability to certify to all of the statements may not necessarily preclude Offeror from award of a contract under this procurement.

SIGNATURE OF AUTHORIZED PERSON

Signature: ___________________________________ Date: ________________________

Print Name & Title: ____________________________________________________________

Contact Person for this procurement: _______________________________________________

Phone: ______________________________ Email ______________________________

ATTACHMENT B: SAMPLE CONTRACT FOR SERVICES

MARION COUNTY

CONTRACT FOR SERVICES

This contract is between Marion County (a political subdivision of the State of Oregon) hereinafter called County, and [Insert Name], [a/an Corporation, non-profit, etc.] hereinafter called Contractor.

Contractor agrees to perform, and County agrees to pay for, the services and deliverables described in Exhibit A (the “Work”).

1. TERM. This Contract is effective on October 16, 2022 and expires on October 15, 2027.

2. CONSIDERATION.

A. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[insert amount]. County will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

B. Interim payments to Contractor shall be made in accordance with the payment schedule and requirements in Exhibit A.

3. COMPLIANCE WITH STATUTES AND RULES.

A. County and the Contractor agree to comply with the provisions of this contract and all applicable federal, state, and local statutes and rules.

Unless otherwise specified, responsibility for all taxes, assessment, and any other charges imposed by law upon employers shall be the sole responsibility of the Contractor. Failure of the Contractor or the County to comply with the provisions of this contract and all applicable federal, state, and local statutes and rules shall be cause for termination of this contract as specified in sections concerning recovery of funds and termination.

County’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein.

B. Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, “tax laws” includes all the provisions described in subsection 27. C. (i) through (iv) of this Contract.

i. Any violation of subsection B of this section shall constitute a material breach of this Contract. Further, any violation of Contractor’s warranty, in subsection 27.3 of this Contract, that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Contract. Any violation shall entitle the County to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to:

a. Termination of this Contract, in whole or in part;

b. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State’s setoff right, without penalty; and

c. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The County shall be entitled to recover any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing a replacement contractor.

C. These remedies are cumulative to the extent the remedies are not inconsistent, and the County may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever.

4. CIVIL RIGHTS, REHABILITATION ACT, AMERICANS WITH DISABILITIES ACT and TITLE VI OF THE CIVIL RIGHTS ACT. Contractor agrees to comply with the Civil Rights Act of 1964, and 1991, Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84 which states in part, No qualified person shall on the basis of disability, race, color, or national origin be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from federal financial assistance.

5. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence in the performance of this Contract.

6. FORCE MAJEURE. Neither County nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. County may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

7. FUNDING MODIFICATION.

A. County may reduce or terminate this contract when state or federal funds are reduced or eliminated by providing written notice to the respective parties.

B. In the event the Board of Commissioners of the County reduces, changes, eliminates, or otherwise modifies the funding for any of the services identified, the Contractor agrees to abide by any such decision including termination of service.

8. RECOVERY OF FUNDS. Expenditures of the Contractor may be charged to this contract only if they (1) are in payment of services performed under this contract, (2) conform to applicable state and federal regulations and statutes, and (3) are in payment of an obligation incurred during the contract period.

Any County funds spent for purposes not authorized by this contract and payments by the County in excess of authorized expenditures shall be deducted from future payments or refunded to the County no later than thirty (30) days after notice of unauthorized expenditure or notice of excess payment.

Contractor shall be responsible to repay for prior contract period excess payments and un-recovered advanced payments provided by the County. Repayment of prior period obligations shall be made to the County in a manner agreed on.

9. ACCESS TO RECORDS.

A. Contractor shall permit authorized representatives of the County, State of Oregon, or the applicable audit agencies of the U.S. Government to review the records of the Contractor as they relate to the contract services in order to satisfy audit or program evaluation purposes deemed necessary by the County and permitted by law.

B. Contractor agrees to establish and maintain financial records, which indicate the number of hours of work provided, and other appropriate records pertinent to this contract shall be retained for a minimum of three (3) years after the end of the contract period. If there are unresolved audit questions at the end of the three-year period, the records must be maintained until the questions are resolved.

10. REPORTING REQUIREMENTS. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by the Contractor shall be supported by documentation in Contractor’s possession from third parties.

11. CONFIDENTIALITY OF RECORDS.

A. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County’s or the

Contractor’s responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person.

B. Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidential provision.

C. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County, which shall become part of this Contract, if attached hereto.

D. Client records shall be kept confidential in accordance with ORS 179.505, OAR 309-11-020, 45 CFR 205.50 and 42 CFR Part 2 as applicable.

A. 12. INDEMNIFICATION AND INSURANCE.

A. Contractor shall defend, save, indemnify, and hold harmless the County, its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney fees, resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract. Contractor shall have control of the defense and settlement of any claim that is subject to this section. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of either County or any department of County, nor purport to act as legal representative of either County or any of its departments, without first receiving from County Legal Counsel authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of County without the approval of County Legal Counsel. County may, at its election and expense, assume its own defense and settlement.Contractor shall obtain the insurance required under section 23 prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

B. County, pursuant to applicable provisions of ORS 30.260 to 30.300, maintains a self-insurance program that provides property damage and personal injury coverage.

8. EARLY TERMINATION. This Contract may be terminated as follows:

A. County and Contractor, by mutual written agreement, may terminate this Contract at any time.

B. County in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

C. Either County or Contractor may terminate this Contract in the event of a breach of the 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 the Contract at any time thereafter by giving a written notice of termination.

D. Notwithstanding section 13C, County may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation or non-renewal of any license, permit or certificate that Contractor must hold to provide services under this Contract.

9. PAYMENT ON EARLY TERMINATION. Upon termination pursuant to section 13, payment shall be made as follows:

A. If terminated under 13A or 13B for the convenience of the County, the County shall pay Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract. County shall not be liable for direct, indirect or consequential damages. Termination shall not result in a waiver of any other claim County may have against Contractor.

B. If terminated under 13C by the Contractor due to a breach by the County, then the County shall pay the Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract.

C. If terminated under 13C or 13D by the County due to a breach by the Contractor, then the County shall pay the Contractor for Work performed prior to the termination date provided such Work was performed in accordance with the Contract less any setoff to which the County is entitled.

10. INDEPENDENT CONTRACTOR.

A. The Contractor is a separate and independently established business, retains sole and absolute discretion over the manner and means of carrying out the Contractor’s activities and responsibilities for the purpose of implementing the provisions of this contract, and maintains the appropriate license/certifications, if required under Oregon Law. This contract shall not be construed as creating an agency, partnership, joint venture, employment relationship or any other relationship between the parties other than that of independent parties. The Contractor is acting as an “independent contractor” and is not an employee of County, and accepts full responsibility for taxes or other obligations associated with payment for services under this contract. As an “independent contractor”, Contractor will not receive any benefits normally accruing to County employees unless required by applicable law. Furthermore, Contractor is free to contract with other parties for the duration of the contract.

B. SUBCONTRACTING/NONASSIGNMENT. No portion of the Contract may be contracted or assigned to any other individual, firm or entity without the express and prior approval of the County.

11. GOVERNING LAW AND VENUE. This Contract shall be governed by the laws of the State of Oregon. Any action commenced in connection with this Contract shall be in the Circuit Court of Marion County. All rights and remedies of the County shall be cumulative and may be exercised successively or concurrently. The foregoing is without limitation to or waiver of any other rights or remedies of the County according to law.

12. OWNERSHIP AND USE OF DOCUMENTS. All documents, or other material submitted to the County by Contractor shall become the sole and exclusive property of the County. All material prepared by Contractor under this Contract may be subject to Oregon’s Public Records Laws.

13. NO THIRD PARTY BENEFICIARIES.

A. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms.

B. Nothing in this contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

14. SUCCESSORS IN INTEREST. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns.

15. MERGER CLAUSE. This Contract and the attached exhibits constitute the entire agreement between the parties.

A. All understandings and agreements between the parties and representations by either party concerning this

Contract are contained in this Contract.

B. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties.

C. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

16. WAIVER. The failure of any Party to enforce any provision of this Contract shall not constitute a waiver by that Party or any other provision. Waiver of any default under this Contract by any Party shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

17. REMEDIES. In the event of breach of this Contract, the Parties shall have the following remedies:

A. If terminated under 13C by County due to a breach by the Contractor, the County may complete the Work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the Work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess.

B. In addition to the remedies in sections 13 and 14 for a breach by the Contractor, County also shall be entitled to any other equitable and legal remedies that are available.

C. If County breaches this Contract, Contractor’s remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

18. INSURANCE.

A. REQUIRED INSURANCE. Contractor shall obtain at Contractor’s expense the insurance specified in this section prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract and all warranty periods. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in Oregon and that are acceptable to County:

i. WORKERS COMPENSATION. All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements.

ii. PROFESSIONAL LIABILITY. - RESERVED

iii. CYBER LIABILITY. - RESERVED

iv. COMMERCIAL GENERAL LIABILITY. Covering bodily injury, death and property damage in a form and with coverages that are satisfactory to the County. This insurance shall include personal injury liability, products and completed operations. Coverage shall be written on an occurrence basis. Contractor shall provide proof of insurance of not less than the following amounts as determined by the County:

Required by County Not required by County.

Bodily Injury/Death:

$1,000,000 Per occurrence limit for any single claimant; and $2,000,000 Per occurrence limit for multiple claimants Exclusion Approved by Risk Manager $500,000 Per occurrence limit for any single claimant $1,000,000 Per occurrence limit for multiple claimant

v. Automobile Liability Insurance. Covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for “Commercial General Liability” and “Automobile Liability”). Contractor shall provide proof of insurance of not less than the following amounts as determined by the County:

Required by County Not required by County.

Bodily Injury/Death:

Oregon Financial Responsibility Law, ORS 806.060 ($25,000 property damage/$50,000 bodily injury $5,000 personal injury).

$500,000 Per occurrence limit for any single claimant; and $1,000,000 Per occurrence limit for multiple claimants Exclusion Approved by Risk Manager

B. ADDITIONAL INSURED. The Commercial General Liability insurance required under this Contract shall include Marion County, its officers, employees and agents as Additional Insureds but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

C. NOTICE OF CANCELLATION OR CHANGE. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days written notice from this

Contractor or its insurer(s) to County. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by County.

D. CERTIFICATE(S) OF INSURANCE. Contractor shall provide to County Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as Additional Insured (or Loss Payees). Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

19. NOTICE. Except as otherwise expressly provided in this contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, or mailing the same, postage prepaid.

A. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative.

B. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage delivered to:

To Contractor: To County:

Procurement & Contracts Manager [contractor] 555 Court Street NE, Suite 5232 [address] P.O. Box 14500 [city, state zip] Salem, Oregon 97309 Fax No. 503-588-5237

20. SURVIVAL. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in sections 2, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 25 and 26.

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

22. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants to the County that:

A. Contractor has the power and authority to enter into and perform this Contract.

B. This Contract, when executed and delivered, is a valid and binding obligation of Contractor, enforceable in accordance with its terms.

C. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the effective date of this Contract, faithfully has complied with:

i. All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

ii. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

iii. Any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and

iv. Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

D. Any Goods/Items/Equipement, etc. delivered to the County under this Contract, and Contractor’s Services rendered in the performance of Contractor’s obligations under this Contract, shall be provided to the County free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens, claims, mortgages, security interests, liabilities, charges, and encumbrances of any kind.

23. CERTIFICATIONS AND SIGNATURE. THIS CONTRACT MUST BE SIGNED IN INK BY AN

AUTHORIZED REPRESENTATIVE OF Contractor. The undersigned certifies under penalty of perjury both individually and on behalf of Contractor is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute this Contract on behalf of Contractor.

MARION COUNTY SIGNATURE

BOARD OF COMMISSIONERS:

Authorized Signature: ________________________________________________________________ Department Director or designee Date

Authorized Signature: ________________________________________________________________ Chief Administrative Officer Date

Reviewed by Signature: ________________________________________________________________ Marion County Legal Counsel Date

Reviewed by Signature: ________________________________________________________________ Marion County Contracts & Procurement Date

[CONTRACTOR] SIGNATURE

Authorized Signature: ________________________________________________________________ Date

Title: __________________________________

EXHIBIT A

STATEMENT OF WORK

1. STATEMENT OF SERVICES. Contractor shall perform Services as described below.

A. GENERAL INFORMATION. Marion County, by and through its Public Works department, requires the provision of bottled water and dispensers at its facilities in and around Salem, Oregon.

B. REQUIRED SERVICES, DELIVERABLES AND DELIVERY SCHEDULE. Contractor shall provide continuous rental, delivery and maintenance of water dispensers, bottled water and drinking cups to adequately service all locations identified by County, with the understanding that more than one dispenser and/or bottle may be required at some locations. Contractor may be required to provide both "Cold Only" and "Hot & Cold" spill proof water dispensers.

C. SPECIAL REQUIREMENTS. Water Bottles: All drinking water shall be supplied in “spill-proof”, non-breakable, sterilized 5-gallon containers. All bottled drinking water shall meet or exceed standards set by the International Bottled Water Association (IBWA), the FDA (21 CFR, Part 129 and Part 165) and the EPA. Bottles size shall be standard five gallon. Bottle design shall include a handle that is a molded part of the bottle container. All bottle racks/containers shall be provided free of charge.

Water Coolers/Dispensers: Water coolers/dispensers shall:

1. Dispense hot water, at a minimum rate of 1.5 liters per hour, at 180 degrees (+/- 10 degrees) or hotter and cold water, at a minimum rate of 2.0 gallons per hour, at 40 degrees or colder. All temperatures shall be measured in Fahrenheit.

2. Dispense water via a push button, sensor, or mechanical lever.

3. Provide automatic heating shut-off when hot water tank is empty or hot temperature reached. If using tankless technology, the heating unit shuts off or goes into a power saving mode when not in use.

4. Be no heavier than 105 lbs, upon full assembly with full water bottle attached.

5. Provide a large drip tray that is easily cleaned or has optional removable screen for easy cleaning.

6. Operate on 120VAC, 60 HZ.

7. Contractor shall repair, and if necessary, replace malfunctioning unit within three (3) business days after notification.

Cups And Dispensers: Drinking cups shall be a minimum of 9 oz., and dispensers shall be attached to and provided at no charge with each water dispenser.

Delivery:

1. Delivery shall be a minimum of every two weeks (bi-weekly), with weekly delivery preferred.

2. Contractor is responsible for guaranteeing that delivery occurs dependably in accordance with negotiated schedule.

3. Deliveries are included in the prices listed in Section 2 below. There shall be no deposits, minimum order quantities or delivery charged allowe. All costs shall be included in the rates listed in Section 2 below.

Locations: Delivery locations (may be modified throughout the life of the agreement) include, but are not limited to:

1. Public Works Salem Campus - 5155 Silverton Rd. NE, Salem, OR (Buildings 1, 2, 7 and 8)

2. Salem-Keizer Recycling & Transfer Station - 3250 Deer Park Dr. SE, Salem

3. N. Marion Recycling & Transfer Station – 17827 Whitney Lane NE, Woodburn

4. Brown’s Island Demolition Landfill - 2895 Faragate Street S, Salem, OR

2. COMPENSATION. The total amount available for payment to Contractor under Exhibit A, section 2.A and for authorized reimbursement to Contractor under Exhibit A, section 2.C is $??.

A. METHOD OF PAYMENT FOR SERVICES. County shall pay Contractor $4.10 per 5-gallon bottle of water and $3.00 per hot-and-cold water dispenser that County has accepted.

B. BASIS OF PAYMENT FOR SERVICES. County shall pay Contractor monthly progress payments upon County’s approval of Contractor’s invoice submitted to County for completed Services and delivered Goods, but only after County has determined that Contractor has completed, and County has accepted the completed Services and County has accepted the delivered goods.

C. EXPENSE REIMBURSEMENT. County will not reimburse Contractor for any expenses under this Contract.

D. GENERAL PAYMENT PROVISIONS. Notwithstanding any other payment provision of this contract, failure of the Contractor to submit required reports when due, or failure to perform or document the performance of contracted services, may result in withholding of payments under this contract. Such withholding of payment for cause shall begin thirty (30) days after written notice is given by the County to the Contractor, and shall continue until the Contractor submits required reports, performs required services or establishes, to the County’s satisfaction, that such failure arose out of causes beyond the control, and without the fault or negligence of the Contractor.

E. INVOICES. Contractor shall send all invoices to County’s Contract Administrator at the address specified below or to any other address as County may indicate in writing to Contractor.

Marion County Public Works Attn: Administrative Manager

5155 Silverton Road NE Salem, OR 97305