REQUEST FOR QUOTE

C25102-BS990-21

Heating, Ventilation and Air Conditioning (HVAC) Maintenance & Repair Services

Release Date: September 16, 2021

The Marion County Business Services Department is soliciting written quotes from vendors for: HVAC Maintenance and Repair Services

Questions reply to: Submit Quote to:

Tina Toney, Contracts Specialist PO_Contracts@co.marion.or.us Email: MCBS-contracts@co.marion.or.us

DUE DATE: To be considered, quote must be received by 4:00 PM (PST) on September 28, 2021. Quotes received after the deadline will not be considered.

AWARD PROCESS: Marion County Business Services 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

The county has strict requirement for insurance. It is highly recommended that the Bidder consult with their insurance provider to verify that the minimum insurance standards can be met.

ADDITIONAL INFORMATION:

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

https://www.co.marion.or.us/FIN/Pages/contracts.aspx

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 one (1) year. Dependent upon the availability of funding, term of purchasing could be renewed for up to four (4) additional years not to exceed five (5) years. Department and selected vendor(s) may negotiate as industry prices change.

Price increases will be considered at the time of agreement renewal. Successful Bidder must submit a written request with documentation justifying any price increase at least 45 calendar days prior to agreement renewal to Business Services Contracts Specialist. Acceptable documentation shall include, but not limited to, successful Bidder’s or manufacturer’s published price list, discount schedule or other basis of change in manufacturer pricing structure, invoices, journal or market reports, wholesale price index, or other information deemed acceptable by Business Services Contracts Specialist. Proposed price increases shall not exceed the wholesale price index for this region. Successful Bidder shall provide all documentation for verification purposes.

4. Offeror warrants that all goods under this quote shall be new; unused; current production models, where applicable; and shall be free of defects in materials; design and manufacture for the duration of the resulting purchase agreement.

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

6. By submitting a Quote, Offeror shall accept all terms and conditions of the Sample Contract for Services shown in (Attachment B).

7. References for comparable services: Bidder shall provide a list of three references of projects or services that Bidder has worked on with the five (5) three years. Bidder must provide reference that can be contacted regarding the quality of workmanship and service provided to current and past customers. (Attachment D).

8. Marion County Insurance Requirements (Attachment E).

INSTRUCTIONS TO BIDDERS

TIME FRAME

QUOTE SUBMISSION REQUIREMENTS

Submit the response to this solicitation to:

Electronic Submission PO_Contracts@co.marion.or.us Subject Line must include:

C25102-BS990-21(HVAC) Maintenance & Repair Services

Bidders must include the following as part to their Bid

Cover Letter. The quote must be submitted with a cover letter describing the Bidder interest and commitment to the Service Contract. The letter must include the name, title, address and telephone number of the individual to whom correspondence and other contacts should be directed during the selection process. The person authorized by the bidder to negotiate a contract with the County must sign the cover letter.

Quote Submission Packet Checklist [ ] Cover Letter [ ] Attachment A – Signed and Dated Quote Form [ ] Attachment B – Offeror Representative and Certification Form [ ] Attachment C – Pricing Submittal Form [ ] Attachment D – Bidder References

Quote Documents Published September 16, 2021 Last Date to Submit Questions Five (5) calendar days before quote closing 5:00 PM September 23 2021

Quote Closing Date and Time 4:00 PM September 28, 2021 Quote Tabulation Posted to OregonBuys October 5, 2021 Contract Start Date (Tentative) November 1, 2021

EXHIBIT A

SCOPE OF WORK

The purpose of the RFQ is to find a contractor, or multiple contractors, capable of providing commercial heating, ventilation, air condition (HVAC) services as directed by Business Services Facilities on an as needed basis. The specific details in the scope of work will be determined through contract negotiations.

Special Requirements Bidder shall be solely responsible have control over the means, methods, techniques, sequences, and procedures for performing the work, subject to the specifications under the awarded contract, and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents.

Bidder shall have the skills and knowledge possessed by well-informed members of its industry, trade, and will apply that skill and knowledge with care and diligence and perform Services in a timely, professional manner in accordance with standards applicable to the HVAC industry.

Experience and Qualifications Bidder must have five (5) years or more of successful experience in the described commercial HVAC services, repairs, and equipment replacement and installation. Bidder will have all licenses and certifications to provide the services and possess EPA refrigerant license necessary to perform all refrigeration work. Successful Bidder should provide copies of license upon request.

Bidder shall have commercial level knowledge and experience to work on multiple brands and multiple type of equipment such as but not limited to the following:

a) Gas fired boilers

b) Chillers

c) Hydronic pumps

d) Ductless heat pumps

e) Package heat pumps

f) Gas furnaces

g) Condenser units

h) Large air handler systems with fan power box or terminal units

i) Humidifier/dehumidifiers

j) Direct Digital Controls (DDC) for HVAC systems

k) Energy recovery ventilators

l) Make-up air units

m) Exhausts fans

n) Electric unit heaters

o) Gas unit heaters

p) Fire dampers

q) Pneumatic/electric fire smoke dampers

Examples of Marion County Equipment

LG VRF KN Series Boiler AAON RTU Lochinvar Boiler Trane RTU Heat Pump Automated Logic DDC Trane RTU Gas Fired Tracer Summit DDC Trane Chiller Bell and Gossett Pumps Trane Furnace Price TU’s REZNOR Unit Heaters Fujitsu mini split TACO Pumps

Scheduling & Coordination Work shall be executed between the hours are 7:00 AM – 4:00 PM Monday – Friday, or as mutually agreed by both parties.

Bidder shall provide a guaranteed response time for service calls. HVAC failures in some County facilities are a matter of public safety and security, therefore reliable emergency response capabilities are critical and a County priority.

Routine Scheduled Maintenance Routine Maintenance checks and services including lubricating, filter replacement, cleaning and washing, adjusting belts, refrigerant checks, motor checks, and fan blade checks.

Safety Bidder shall abide by industry standard safety practices including but not limited to, PPE, lock-out-tag-out, confined space entry, fall protection and hot work.

Special Considerations Personnel performing services in certain law enforcement facilities, such as the Marion County Jail, and other departments will be required to pass a criminal background check of all contractors, workers, and helpers on projects associated with many County buildings. No person with a felony conviction appearing on their record or as deemed as a security risk by County or any of the regulating authority will be allowed to work in the building. Bidder shall be provided forms to complete and returned to Facilities Manager.

ATTACHMENT B: 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 C

PRICING SUBMITTAL FORM

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.

The hourly rate is to include labor, consumable material, overhead, supervision, mileage, travel time, set-up time, prep time, trip and truck charges necessary or incidental to providing services as described in the Scope of Work

1. Hourly Rate (Weighted Points 70)

Marion County Facilities Normal Hours: Monday – Friday 7:30 – 4:00 PM

1 Lead Worker or Supervisor Per Hour $

2 Journeyman Per Hour $

3 Apprentice 75% Per Hour $

4 Laborer Per Hour $

Total Bid (all items must be bid) $

For costing purposes, please provide the following

Material Markup ______________ % (cannot exceed 30%)

Parts Markup _______________% (cannot exceed 15%)

Sub-Contractor Markup _______________% (cannot exceed 5% )

Rates for approved overtime and/or holiday hours cannot exceed the 1.5 times the standard hourly rate. Emergency Service call will be negotiated at the time of request.

2. Cost Scenarios (Weighted Points 30)

Pricing shall include all costs, including labor, materials, tools and all other items necessary for, and incidental to the performance of services and repairs related to commercial HVAC service and repair. Provide a cost breakdown of work by line items in Scenario #1 & #2.

Scenario #1 Cost to provide and installation of new ductless heat pump with wall remote Installation of 30” x 20” roof curb on modified bitumen roof $ Installation of new outdoor heat pump condenser, crane needed 30’ high $ Run 30’ of ¼” x ½” insulated line set with control wiring $ Installation of indoor unit with concealed line set and condensate lines $

Power with disconnect from 220v panel 50’ away $ Site cleanup, equipment startup and training $ Labor hrs. ___________

Scenario #1 Amount $__________________

Scenario #2 Cost to provide and replace a 30 ton R22 compressor on a 60 ton AC condenser Recover and dispose of 40 lbs of R22 $ Install new 30 ton Trane R22 compressor, with new filter drier $ Evacuate system and charge 40 lbs of R22 $ System startup and commissioning $ Labor hrs. ____________

Scenario #2 Amount $_________________

Section 2 (Scenarios 1 & 2) Total: __________________

The hourly rate will be the total of Section 1 Hourly Rate, items 1 - 4. Pricing will be determined based on a weighted average per the following example.

Bidder # 1 $336.00 Bidder # 2 $415.00

Bidder #1 would receive the maximum 70 points;

Bidder #2 would receive 56.67 points ($336.00 divided by $415.00 or 81% of the 70 allowable points).

Weighted scores of Section 1 & 2 will be added together for a total score

The Award will be based on a combined weighted scoring of the two sections provided.

ATTACHMENT D

BIDDER REFERENCES FOR COMPARABLE SCOPE

Bidder shall provide a list of three different projects references of projects Bidder worked on within the last three (3) years. Bidder may use their own form to supply their list of references.

The list of three (3) different project references shall include the following information.

Name of Project #1 Project Location Project Date Company Name Contact Person Phone number Email

Name of Project #1 Project Location Project Date Company Name Contact Person

Name of Project #3 Project Location Project Date Company Name Contact Person

Bidder must provide references that can be contacted regarding the quality of workmanship and service provided to current and past customers.

Each reference contacted will be asked the same questions, including but not limit to:

1. Quality of service

2. Responsiveness to report problems

3. How well did the Contractor mitigating any problems

4. Was the work completed within the timeframe quoted and within the budget proposed

EXHIBIT E

INSURANCE REQUIREMENTS

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. Covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract. 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.

$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

iii. 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:

Bodily Injury/Death:

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

Property Damage:

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

iv. 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:

B. ADDITIONAL INSURED ENDORSEMENT. 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. A written separate endorsement or blanket endorsement in Policy.

CERTIFICATE HOLDER SHOULD READ: (no department name)

MARION COUNTY OREGON

PO BOX 14500

SALEM, OR 97309

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.

[Insert Contract Number]

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 the date it has been signed by all parties and all required County approvals have been obtained. This Contract expires on [OPTION 1: [insert date].] [OPTION 2: the later of [insert date], the date all warranties have expired or the date Contractor has completed all Services in accordance with the requirements of this Contract, as determined by County.] The parties may extend the term of this Contract provided that the total Contract term does not extend beyond [insert date or event],

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, 279B.235 (if applicable to this Contract) and ORS 652, 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

EXHIBIT B

SAMPLE CONTRACT

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 [replacement

Services/replacement Goods/ 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

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.

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.

B. 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.

C. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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

22. 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.

23. 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. Covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract. Contractor shall provide proof of insurance of not less than the following amounts as determined by the County:

iii. CYBER LIABILITY. Covering network security, breach of data, and coverage for regulatory fines and fees imposed against County due to failures in products and services provided under this

Contract. Cyber Liability coverage must include errors, omissions, negligent acts, denial of service, media liability (including software copyright), dishonesty, fraudulent or criminal acts by a person or persons whether identified or not, intellectual property infringement, computer system attacks, unauthorized access and use of computer system, regulatory actions, and contractual liability.

$2,000,000 Per occurrence limit for any single claimant; and

$5,000,000 Per occurrence limit for multiple claimants

Exclusion Approved by Information Technology Director and Risk Manager

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:

Minimum Limits:

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:

Minimum Limits:

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

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.

24. 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

555 Court Street NE, Suite 5232

P.O. Box 14500

Salem, Oregon 97309

Fax No. 503-588-5237

25. 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.

26. 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.

27. 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 [date of Closing of [bids/proposals] for/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/Equipment/Components/Hardware/Software/Intellectual Property Rights, etc.]

[delivered to/granted 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.

28. 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:

Chair Date

Commissioner Date

Commissioner Date

Authorized Signature: ________________________________________________________________

Department Director or designee Date

Chief Administrative Officer Date

Reviewed by Signature: ________________________________________________________________

Marion County Legal Counsel Date

Reviewed by Signature: ________________________________________________________________

Marion County Contracts & Procurement Date

[CONTRACTOR] SIGNATURE

Date

Title: __________________________________

EXHIBIT A

STATEMENT OF WORK

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

A. GENERAL INFORMATION. (Insert project background information, County objectives and any other general information that may be helpful to describe the context of this contractual relationship. This information may come from your solicitation document.)

B. REQUIRED SERVICES, DELIVERABLES AND DELIVERY SCHEDULE. (Describe the following:

-Specific services to be performed, Who is doing the work? (Key Persons? Did the contractor include position titles of job functions in their proposal?)

What are they doing?

What is the delivery schedule for the services? (Is there a timeline of events, milestones)

-Deliverables to be provided, (what are we getting from the contractor providing services?)

Are there Goods to be delivered?

What are the deliverables and goods, including documents and reports, if any, to be created and delivered as part of the services? (Do we need specific data or detailed outcome from the services?)

An individual reading the Contract must be able to easily answer the following questions:

a. Who is purchasing?

b. Who is selling?

c. What is being purchased?

d. How much is being purchased?

e. When will it be delivered?

Be specific, clear, concise and complete when describing the intended performance obligations of the parties).

C. SPECIAL REQUIREMENTS. (Insert: special terms and conditions applicable to this Contract.)

[OPTION:]Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents.

Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence and perform

Services in a timely, professional and workmanlike manner in accordance with standards applicable to

Contractor’s industry, trade or profession.

OPTION FOR REQUIREMENT THAT CONTRACTOR PROVIDE KEY PERSONS:

i. KEY PERSONS. Contractor and County agree that each individual specified below is an individual whose special qualifications and involvement in Contractor’s performance of Services form part of the basis of agreement between the parties for this Contract and is an individual through whom Contractor shall provide to County the expertise, experience, judgment, and personal attention required to perform Services (“Key Person”). Each of the following is a Key Person under this

Contract:

[List name, title, identify the specific services each Key Person is required to perform under this

Contract.]

Neither Contractor nor any Key Person of Contractor shall delegate performance of Services that any

Key Person is required to perform under this Contract to others without first obtaining County’s written consent. Further, Contractor shall not, without first obtaining County's prior written consent, re-assign or transfer any Key Person to other duties or positions so that the Key Person is no longer available to provide County with that Key Person’s expertise, experience, judgment, and personal attention. If Contractor requests County to approve a re-assignment or transfer of a Key Person, County shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for the Key Person. Any individual County approves as a replacement for a

Key Person is deemed a Key Person under this Contract.

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

$____________________.[NOTE: THIS AMOUNT SHOULD EQUAL THE TOTAL AMOUNT

PAYABLE UNDER EX. A, SECTION 2.A PLUS THE TOTAL AMOUNT AUTHORIZED FOR

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