RFB 239 - Proposed Contract.pdf

1- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

PROPOSED CONTRACT NO. ____________ FOR

RFB #239—COOPER CREEK BOAT DOCK REPLACEMENT

This Contract is made on ___________________________ between Douglas County (“County”) and ______________________________(“Contractor”) on the following terms and provisions:

1. DEFINITIONS AND INTERPRETATION:

1.1. As used in this Contract:

1.1.1. "Amendment" means a written agreement executed by County and Contractor that amends provisions of previously executed Contract Documents.

1.1.2. "Applicable laws" means federal, state, and local codes, acts, statutes, regulations, administrative rules, ordinances, orders and other legal requirements that affect the Services.

1.1.3. "Contract Administrator" means the officer, employee, or agent of County named in

Subsection 4.1 below.

1.1.4. "Contract Documents" means this form, Specifications and Plans, Contractor’s Bid, RFB

Addenda, Extensions, Amendments, exhibits, and documents incorporated by reference.

1.1.5. "Contract Price" means the total amount payable to Contractor for the Services as determined by the Contract Documents.

1.1.6. "Contract Term" means the time during which Contractor will provide the Services as stated in the Contract Documents. References to the "Contract Term" include both the initial term and any Extensions.

1.1.7. "County Accountant" means the person designated as County Accountant pursuant to ORS Chapter 210 and County Code Chapter 3.04.

1.1.8. "Extension" means both a written agreement between the Parties to extend the Contract Term and the period covered by such agreement.

1.1.9. "Party" or "Parties" means County or Contractor or both.

1.1.10. "Premises" means real property, including buildings and other improvements that are owned or occupied by County.

1.1.11. "Quotation" means the written offer to perform the Services submitted by Contractor in response to a "Request for Quotations" issued by County. If a Request for Quotations has been issued, a copy of the Quotation shall be attached to this form as an exhibit.

1.1.12. "Specifications" means written descriptions of the Services which are attached to this form as an exhibit.

1.1.13. "Services" means services that Contractor will provide to County under the Contract Documents. The Services may include supplying "Goods," as defined in ORS 72.1050.

1.1.14. "Subcontractor" means a person or an entity who has a "Subcontract" with Contractor for performing part of the Services.

1.1.15. "Third-Party Claims" means demands, claims, actions, arbitrations, and other adversarial proceedings and appeals that are asserted, filed, or prosecuted against a Party by a person or entity other than a Party and all resulting expenses and liabilities, including damages, judgments, attorney fees, litigation costs, mediation costs, and arbitration costs.

1.2. Generally, unless particular provisions of the Contract Documents state otherwise, or unless the context indicates otherwise:

1.2.1. Words in the present tense include the future, and vice versa. Words and phrases used as nouns include the singular and plural forms.

1.2.2. Words and phrases that are not defined in the Contract Documents will have the meaning commonly accepted in Contractor's trade.

2- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

1.2.3. The phrase "without limitation" will be deemed to follow the words "include," "includes," and "including" when referring to a list, class, or group of persons, entities, things, provisions, conditions, acts, omissions, events, obligations, rights, remedies, expenses, or liabilities.

1.2.4. "Shall," "will," and "must" signify mandatory obligations. "May" signifies a discretionary or permissive act.

2 CONTRACT DOCUMENTS:

2.1. The Contract Documents constitute the entire agreement between the Parties concerning the Services and supersede the Request for Quotations if one has been issued. References to “this Contract” or “the Contract” include all Contract Documents.

2.2 Each Party shall notify the other Party of inconsistencies in the Contract Documents. If inconsistencies occur, the document or provision that will result in the better quality of Services will have priority. Amendments have priority over all other Contract Documents, including Amendments of an earlier date. Specifications have priority over this form. This form and Specifications have priority over the Quotation.

The Contract Administrator may issue a written interpretation to resolve any inconsistencies in the Contract Documents which will be binding on Contractor so long as it is not unreasonable.

2.3. If a provision of a Contract Document is held by a court to be invalid, it will not affect the validity of other provisions.

2.4. Notwithstanding Subsection 2.1, Amendments issued by County with the Request for Quotations that are attached to this form as exhibits are included in the Contract Documents. After this Contract is signed, the Contract Documents may be changed only by written Amendments that are signed by authorized representatives of both Parties.

3 CONTRACT TERM:

3.1. Contractor shall start upon execution of this contract by both parties and complete the Services by June 30, 2026. The docks shall be built and delivered by June 30, 2026.

3.2. Intentionally omitted.

3.3. A schedule for the Services may be included in the Specifications.

3.4. Notwithstanding Subsections 3.1 and 3.2, this Contract may be terminated before the end of the Contract Term as provided in the Contract Documents.

4 CONTRACT ADMINISTRATION:

4.1. Mark Wall, Parks Director, is the Contract Administrator. The Contract Administrator is authorized to oversee the Services, to give and receive notices on behalf of County, and to give approvals under the Contract Documents at any time by notice to Contractor. The Board of County Commissioners may designate a new Contract Administrator at any time by notice to Contractor.

4.2. Contractor shall give County notice of persons who are authorized to act on behalf of Contractor on all matters concerning administration of this Contract.

5 APPROVALS: If the Contract Documents require approval of anything, act, or document, the request for approval and the response must be given by persons with proper authority under the Contract Documents in the same manner as notices under Section 6. Approval will not be withheld unreasonably.

6 NOTICES:

6.1. Notices required by this Contract must be given in writing by personal delivery or mail, unless some other means or method of notice is required by law.

6.2. All other notices to County must be directed to the Contract Administrator. County’s address for notices is: Douglas County Parks Department, Attn: Mark Wall, 1036 SE Douglas Ave., Rm 116 Roseburg, OR 97470.

3- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

6.3. Contractor’s address for notices is:

6.4. Each Party will notify the other of any change of address for notices.

7 CONTRACTOR’S RESPONSIBILITY FOR THE SERVICES:

7.1. Time is of the essence on this Contract. Contractor shall perform the Services promptly and efficiently and in accordance with any schedule that is included in the Specifications. Contractor shall provide all labor, materials, tools, equipment, and incidentals that are necessary for proper performance of the Services, including items that may be inferred from the Specifications or from prevailing custom or trade usage as being necessary to produce the intended results.

7.2. Except to the extent that the Specifications require certain means or methods, Contractor will be responsible for the means and methods used for the Services.

7.3. Goods provided by Contractor must be of good quality and will be subject to the warranties provided by ORS 73.3120, 72.3131, 72.3140, and 72.3150.

7.4. Contractor shall provide and properly supervise qualified workers. Workers must have any licenses and certificates required by Applicable Laws.

8 ASSIGNMENTS, SUBCONTRACTS: Contractor shall not assign any interest in this Contract or enter into Subcontracts without the approval of the Contract Administrator.

9 USE OF PREMISES:

9.1. Provisions of this Contract that refer to “the Premises” will only apply to the Services if they are performed at Premises, as defined in Subsection 1.1.10.

9.2. Contractor shall confine Services performed at the Premises to areas and times stated in the Specifications, and Contractor shall avoid any unnecessary interference with use of the Premises.

9.3. Contractor shall take reasonable precautions to prevent injury to persons and damage to property that may result from Contractor’s use of the Premises. Contractor shall remedy any damage to the Premises and other property of County resulting from the Services.

10 HAZARDOUS CHEMICALS: Contractor shall implement and bear the cost of precautions required for protection from “hazardous chemicals” covered by ORS 654.750, ORS 654.760, ORS 654.770, ORS 654.780 and/or OAR Chapter 437, Division 4 that may be encountered at the Premises or used for the Services. The Contract Administrator and Contractor will exchange material safety data sheets, label information, and instructions for precautionary measures for hazardous chemicals kept at the Premises by County or used for the Services by Contractor. The Contract Administrator may prohibit the use of particular hazardous chemicals.

11 LIABILITY OF COUNTY’S OFFICERS, EMPLOYEES AND AGENTS: Officers, employees and agents of County will not have any direct personal liability to Contractor.

12 NO AGENCY: Contractor is engaged by County as an independent contractor in accordance with ORS

670.600. Contractor, Subcontractors, and their principals, employees and agents are not agents of County as that term is used in ORS 30.265.

13 WORKERS’ COMPENSATION: Contractor is a “subject employer” as defined in ORS 656.005 and shall comply with ORS 656.017. All persons performing Services at the Premises must be covered by workers’ compensation insurance. Before services are performed at the Premises, Contractor shall provide proof of workers’ compensations coverage.

14 INDEMNIFICATION:

14.1. Except as provided in Subsection 14.2, or as otherwise provided by Applicable Law, Contractor shall defend and indemnify County and its officers, employees and agents from all Third-Party Claims arising from the Services, including Third-Party Claims arising from injury to any person or damage to property, breach of this Contract by Contractor, or violation of Applicable Law by Contractor.

4- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

14.2. Contractor will not be responsible for Third-Party Claims resulting solely from the negligence or other wrongful acts or omissions of County or County’s officers, employees or agents.

15 LIABILITY INSURANCE:

15.1. While this Contract is in effect, Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of this contract:

15.1.1. A commercial general liability insurance policy.

15.1.2. A comprehensive automobile liability insurance policy.

15.1.3. Intentionally omitted.

15.2. Liability coverage must be equal to or greater than the limits for claims made under the Oregon Tort Claims Act (ORS 30.260 to 30.302) with minimum coverage as follows:

15.2.1. Commercial general liability limits of at least $1,000,000 combined single limit per occurrence and $2,000,000 in the aggregate.

15.2.2. Automobile liability limits of at least $1,000,000 combined single limit per accident.

15.2.3. Intentionally omitted.

15.3. Insurance required by Subsection 15.1.1 and 15.1.2 must provide “occurrence” coverage and must name Douglas County and its officers, employees, and agents as additional insured by endorsement, including competed operations.

15.4. Prior to starting the Services, Contractor shall provide certificates of insurance for coverage required by this section. If the insurance certificate(s) requires an endorsement in order for the County to be an additional insured, then Contractor shall provide a separate written endorsement that contains the correct policy number(s) and effective additional insured provisions. A renewal certificate will be provided to County at least 10 days prior to expiration.

15.5. Insurance required of Contractor shall be primary with respect to the interest of County, whose insurance shall be excess and not contributory.

15.6. Policies must include provisions requiring that the insurer provide County advance written notice of cancelation or reduction of Contractor’s insurance coverage. In addition, Contractor itself shall provide immediate written notice to County of any changes in its liability insurance coverage while this Contract is in force, including but not limited to reduction in coverage and changes of insurer(s).

16 COMPLIANCE WITH LAW:

16.1. This Contract will be interpreted and construed in accordance with the laws of the State of Oregon.

16.2. Contractor shall comply with Applicable Laws including ORS 279B.020, ORS 279B.220, ORS 279B.225, ORS 279B.230, and 279B.235, which are incorporated herein.

16.3. Pursuant to ORS 279B.020, no person will be employed for the Services 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. Except for persons who are exempt from overtime pay, persons who perform the Services shall be paid at least time and a half pay for legal holidays specified in a collective bargaining agreement or in ORS 279C.540 (1)(b) (A)-(G) and for time worked in excess of 10 hours a day or in excess of 40 hours a week, whichever is greater.

16.4. If Contractor is a nonresident bidder as defined in ORS 279A.120(1)(a) and the Contract Price exceeds $10,000, Contractor shall comply with ORS 279A.120(3).

16.5. Pursuant to ORS 279A.120(2)(a), Contractor shall use products that have been manufactured in Oregon, provided that price, fitness, availability, and quality are otherwise equal.

16.6. Contractor shall not provide or offer to provide any appreciable pecuniary or material benefit to any officer or employee of County in connection with this Contract in violation of ORS Chapter 244 or County Personnel Rule 20.

5- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

17 PAYMENT:

17.1. The Contract Price constitutes the total compensation payable to Contractor for the Services. If payment for any item is based on a unit price stated in the Quotation, Contractor will be paid the unit price multiplied by the quantity of that item actually furnished or performed by Contractor.

17.2. On or before the tenth day of each month, Contractor shall submit an invoice for Services completed during the previous month to the Accounting Section of County’s Department of Management and Finance, Douglas County Courthouse, 1036 SE Douglas Ave., Roseburg, Oregon 97470. Within 30 days after receipt of an invoice, County will pay Contractor any amount then due for Services as approved by the Contract Administrator, less any amounts withheld by the Contract Administrator to remedy a breach of this Contract and any other amounts that County is authorized or required to withhold by Applicable Laws, including but not limited to Senate Bill 184 (2023 Regular Session).

17.3. County’s obligation to make payments is conditioned upon appropriation of funds pursuant to ORS 294.305 to 294.565. County certifies that funds for this Contract are included in County’s budget for the current fiscal year which ends on June 30 next following the date that this Contract is signed. If funds are not appropriated for this Contract for any subsequent fiscal year during the Contract Term, the Department Head will notify Contractor and this Contract will be terminated on June 30 of the last fiscal year for which funds are appropriated.

17.4. Any obligation of County under this Contract that violates the debt limitation of Articles XI, Section 10 of the Oregon Constitution will be void

17.5. PAYMENTS TO CONTRACTOR CANNOT EXCEED TBD.

18 WAIVER: Compliance with the provisions of this Contract may be waived only by written waiver signed by the Party waiving its rights. Waiver of compliance with one provision will not be deemed to waive compliance with any other provision.

19 DEFAULT:

19.1. A Party will be in default under this Contract if that Party fails to comply with any provision of this Contract within ten days after the other Party gives notice specifying the breach. If the breach specified in the notice cannot be completely cured within the ten-day period, a default will not occur if the Party receiving the notice diligently begins curative action within the ten-day period and proceeds to cure the breach as soon as practicable

19.2. Notwithstanding Subsection 19.1, County may declare a default immediately by notice to Contractor if Contractor intentionally or repeatedly breaches material provisions of this Contract or if Contractor’s breach of contract creates unreasonable risk of injury to any person or damage to property.

19.3. If a default occurs, the Party injured by the default may terminate this Contract and enforce any remedies available under Oregon law. Litigation will be conducted in the Circuit Court of the State of Oregon for Douglas County. Litigation initiated by County must be authorized by the Board of County Commissioners.

20 FUNDING SOURCE:

20.1. Contractor agrees to comply with all applicable terms and conditions of the Oregon State Marine Board Boating Facility Grant Agreement No. 1743, filed in the Douglas County Court Journal on 11/26/2025 under recording no. CJ 2025-1325, including but not limited to: Section 5.1.13 (Indemnification by Subcontractors), Section 9 (Governing Law; Consent to Jurisdiction); Section 23 (Compliance with Law);

Section 32 (Records Maintenance and Access).

20.2. Contractor agrees to comply with all applicable terms and conditions of the Sub-Award Grant Agreement No. 293-25, filed in the Douglas County Court Journal on November 5, 2025 under recording no.

CJ 2025-1242, including but not limited to: Section IV.K (Maintain Records), Section IV.L (Provide access to records), Section VI.D (Indemnification by Subcontractors), Section VI.I (Subgrants, Subcontracts and

6- Contract for RFB #239 – Cooper Creek Boat Dock Replacement

Assignment), Exhibit C (Inadvertent Discovery Plan), Exhibit D (Federal Compliance Terms), and Exhibit E (Insurance Requirements for First Tier Contractors Under this Agreement).

21 LIQUIDATED DAMAGES: Contractor shall pay to the County $500.00 per calendar day after June 30, 2026 for failure to complete delivery of the docks by June 30, 2026. These liquidated damages shall constitute payment in full only of damages incurred by the County due to the Contractor’s failure to complete the Services on time. Payment by the Contractor of liquidated damages does not release the Contractor from its obligation to fully and timely perform the Contract according to its terms. Nor does acceptance of liquidated damages by the County constitute a waiver of the County’s right to collect any additional damages it may sustain by reason of the Contractor’s failure to fully perform the Contract according to its terms.

TERMINATION FOR CONVENIENCE: County may terminate this Contract if the Contract Administrator determines in good faith that termination is in the best interest of the public. The Contract Administrator will endeavor to give Contractor notice thirty days prior to the date of termination under the section, but failure to give notice will not invalidate the decision to terminate. Termination under this section will not affect the rights of the Parties existing at the time of termination. If Contractor is not in default, Contractor will be paid for Services in progress at the time of termination, and Contractor will be reimbursed for reasonable costs resulting directly from termination. Contractor will not be entitled to recover lost profits or overhead for Services that are precluded by termination under this section.

22 ACTION UPON TERMINATION: Upon receiving notice of termination, Contractor shall cease performance of Services and terminate Subcontracts.

CONTRACTOR SHALL NOT PERFORM ANY SERVICES UNTIL CONTRACTOR RECEIVES A SIGNED

COPY OF THIS CONTRACT THAT HAS BEEN ASSIGNED A CONTRACT NUMBER BY THE COUNTY

ACCOUNTANT.

CONTRACTOR BOARD OF COUNTY COMMISSIONERS

DOUGLAS COUNTY

By By Print Name Chair Title By Date Commissioner By Commissioner Date

REVIEWED AS TO CONTENT REVIEWED AS TO FORM

AND BUDGET

By By County Department Head Office of County Legal Counsel Date Date Coding