SPECS_RV Disp.pdf

SPECIFICATIONS

FOR

PRICE AGREEMENT FOR

THE DISPOSAL OF ABANDONED

RECREATIONAL VEHICLES

CONTRACT NO.

22/23-RV DISPOSAL

BID OPENING:

10:00 a.m., Local Time Tuesday, SEPTEMBER 13, 2022

LANE COUNTY DEPARTMENT OF PUBLIC WORKS

3040 NORTH DELTA HIGHWAY

EUGENE, OREGON 97408

Table of Contents

A. ADVERTISEMENT FOR BID

B. INSTRUCTIONS TO BIDDERS

1. BID PREPARATION AND SUBMISSION

2. CLARIFICATIONS AND PROTESTS OF BID DOCUMENTS

3. BID OPENING AND EVALUATION

4. REJECTION OF BIDS AND DISQUALIFICATION OF BIDDERS

5. CONTRACT AWARD

6. CONTRACT EXECUTION

7. CONTRACT AMOUNT AND PAYMENT

C. SCOPE OF WORK

D. SAMPLE CONTRACT FORMS

EXHIBIT A – SCOPE OF WORK: RV DISPOSAL

EXHIBIT B – STANDARD COUNTY CONTRACT CONDITIONS

EXHIBIT C – INSURANCE COVERAGES REQUIRED

EXHIBIT D – CONTRACTOR’S PROPOSAL

EXHIBIT E – REQUIREMENTS AND LICENSE FORM

EXHIBIT F – INVOICE COVER SHEET

F. SAMPLE FEE SCHEDULE

A. ADVERTISEMENT FOR BID

Bids will be received by Matt Tarnoff, Planner, Road Maintenance Division, Lane County Department of Public Works, until 10:00 a.m., local time, TUESDAY, SEPTEMBER 13, 2022, for the following contract:

Contract No. 22/23-RV DISPOSAL

PRICE AGREEMENT FOR

THE DISPOSAL OF ABANDONED RECREATIONAL VEHICLES

SEPTEMBER 2022

To establish unit prices for Lane County’s recreational vehicle disposal needs during the period of three (3) years from time of contract execution. Services will include various types of disposal activities in order to support the County’s effort to decommission and dispose of hazardous and non-hazardous materials generated from recreational vehicles abandoned on County rights of way.

BID DOCUMENTS

Bid documents are available from the Lane County Public Works Plan Center website at http://apps.lanecounty.org/PlanCenter (select “Projects” from the menu on the webpage). The information posted includes the Advertisement for Bids, Specifications, Addenda, Bid Booklet, and Bid Results

TIME AND METHOD FOR SUBMITTING BIDS

Bidders must submit bids in electronic form, complete and on the required forms in the Bid Booklet, before 10:00 a.m. on the date of Bid Closing stated above.

To be considered, bids must be submitted electronically in accordance with the following instructions:

1. Bids must be submitted contained in the complete Bid Booklet,

2. Bids must be included as an attachment to an email submitted to the email stated here:

matthew.tarnoff@lanecountyor.gov,

3. The subject line of the email must clearly identify the submission as a response to this specific Invitation to Bids,

4. Attachments must be submitted in PDF format only, and

5. Attachments must not include .zip files, and cannot be more than 30 MB in size.

OTHER INFORMATION

This contract is not for a public improvement and prevailing wage rates are not required.

No bid security is required.

Each bid must contain a statement as to whether the bidder is a resident or non-resident bidder, as defined in ORS 279A.120. Each bidder must be an "Equal Opportunity Employer" and comply with the appropriate provisions of state and federal law. Each bidder is required to comply with ORS 656.017 regarding worker's compensation, unless the bidder meets the requirements for exemption under ORS 656.126.

PROJECT INFORMATION

Lane County will not consider a bid for a goods and services contract unless the bidder is licensed by the Construction Contractors Board or the State Landscape Contractors Board.

This project does require the Contractor or subcontractor to be licensed under ORS 468A.720 for asbestos abatement.

Lane County may reject a bid that does not comply with prescribed public contracting procedures and requirements, including the requirement to demonstrate the bidder's responsibility under ORS 279C.375(3)(b), and the County may reject for good cause all bids after finding that doing so is in the public interest.

Lane County Department of Public Works 3040 North Delta Highway

Eugene, Oregon 97408

B. INSTRUCTIONS TO BIDDERS

1. BID PREPARATION AND SUBMISSION

a. Complete Bid Booklet to be submitted. Failure to return a complete bid may result in the bid being considered as non-responsive and rejected from further consideration.

b. Deviations. Any deviations from the requirements of the Bid Documents must be submitted on the separate "Deviation Page."

c. Completion of Bid Schedule:

i. A bidder may bid on any or all items in the Schedule included in the Bid Booklet.

Bidder is to enter the words "NO BID" on each item not bid.

ii. Bidders may submit only one (1) price per bid item on the Bid Schedule.

iii. Bidders may not remove pages from the Bid Booklet, even if bidder is not bidding on any bid items on a particular page.

d. Bid execution. All required information must be completed in the Bid Booklet, and bidder's firm name and the signature of an authorized person must be placed in the space provided. Each bid must be signed.

e. Authorized signer. Bids may be signed by an owner, a member of a partnership, or an officer of a corporation. In addition, an agent in possession of a power of attorney may sign a bid only if the bid is either accompanied by the agent's power of attorney, or the power of attorney has been placed on file with Lane County Department of County Administration prior to the opening of bids.

f. Correction, Withdrawal and Late Bids. A bidder may withdraw the bid at any time prior to the deadline set for receipt of bids and resubmit a complete new bid. The County may release an unopened bid which has been withdrawn to the bidder or authorized representative after voiding any date and time stamp mark.

g. Bids irrevocable for 60 days. Each bid is irrevocable for sixty (60) days from the time of bid opening and shall be retained by Lane County, along with any bid security, until a contract has been executed and the contractor has provided all required documents. All other bid securities, if any, will be returned promptly upon award of the contract or rejection of all bids.

h. Bidder examination of contract conditions. Bidders must satisfy themselves by personal examination of the specifications and provisions, and by such other means as they prefer, as to the actual conditions and the nature, quality, or type materials and services to be supplied. Failure to conduct such investigation or examination prior to submitting a bid will not relieve bidder of the obligation to perform under the contract.

2. CLARIFICATIONS AND PROTESTS OF BID DOCUMENTS

a. Clarification. If a bidder finds discrepancies or omissions in the Bid Documents, or is in doubt as to their meaning, the bidder must immediately notify the person designated for questions and interpretations. If Lane County believes a clarification is necessary, an Addendum will be issued to all bidders in writing. Apparent silence of the Bid Documents as to any detail or the apparent omission of a detailed description concerning any point is to be regarded only as meaning that the Contractor will be required to meet the highest standards in the industry in the performance of the contract.

b. Protest of Bid Documents. A prospective bidder may protest the bid process or any provision in the solicitation document if the bidder believes the process is contrary to law, or that a solicitation document is unnecessarily restrictive, is legally flawed or improperly specifies a brand name pursuant to requirements in ORS 279B.405(2)(a) and (4). Unless otherwise specified, the protest must be filed no later than 5 calendar days before bid opening.

3. BID OPENING AND EVALUATION

a. Lane County will not examine any bid prior to opening. All bids submitted to the County will be opened by a designated employee of Lane County at the time, date and place designated in the Advertisement for Bid.

b. Evaluation of bids:

i. Lane County will evaluate bids based on minimum requirements established by the Bid Documents, compliance with public bidding procedures, bidder responsibility, ethical practice, and product acceptability.

ii. Goods and services that have been manufactured, produced or performed in this state shall be preferred, if price, fitness, availability and quality are otherwise equal.

iii. Lane County will, for the purpose of evaluating bids, apply any preference in ORS 279A.120 (resident bidder), ORS 279A.125 (preference for recycled materials) or ORS 282.210.

iv. Lane County may make any investigation it deems necessary to determine whether the apparent lowest responsible bidder(s) has met responsibility requirements.

c. Mistakes in bids. Minor informalities may be waived. Mistakes discovered in bids after opening where the intended correct bid is clearly evident or properly substantiated may be corrected. Where the intended correct bid is not clearly evident or cannot be substantiated by accompanying documents, the bid may not be accepted. The County reserves the right to waive technical defects, discrepancies and minor irregularities, and to not award a contract when it finds such action to be in the public interest.

4. REJECTION OF BIDS AND DISQUALIFICATION OF BIDDERS

a. Lane County may reject any bid deemed improper or incomplete, including:

i. Bids received on bidding documents that were not obtained directly from Lane

County Department of Public Works.

ii. Late bids. Any bid or modification received after the designated deadline will be returned unopened to the bidder.

iii. Altered or irregular bids. Bids may be rejected if they show any alteration of form, additions not called for, conditional bids, incomplete bids, erasures, or irregularities of any kind.

b. Rejection of any or all bids. Lane County reserves the right to cancel a solicitation, or reject any or all bids in whole or in part when the cancellation or rejection is in the County’s best interests as determined by the County. This includes rejecting any bid not in compliance with all prescribed public bidding procedures and requirements, and for good cause, rejecting all bids upon a finding that it is in the public interest to do so. If all bids are rejected in whole or in part, new bids may be called for as in the first instance or initial bids may be considered with opportunity for supplemental submission.

c. Lane County may disqualify a bidder for good cause, including:

i. Multiple proposals. Submission of more than one bid from an individual, firm, partnership, corporation, or combination thereof with an interest in more than one bid, unless specifically authorized in the Bid Documents, is cause for the rejection of all bids in which such individual, firm, partnership, corporation, or combination thereof, has an interest.

ii. Collusion. If Lane County has reason to believe that collusion exists among bidders, none of the bids of the participants in such collusion will be considered and all involved bids will be rejected.

iii. Unbalanced bids. Bids in which prices are obviously unbalanced or unreasonable may be deemed unresponsive and may be rejected.

5. CONTRACT AWARD

a. Notice of Intent to Award. The County will provide written notice of its intent to award to a particular bidder or bidders at least fourteen (14) days before the award, unless the County department determines that a shorter notice period is more practicable.

b. Protests of Intent to Award. Any protest of the Notice of Intent to Award must be prepared and submitted in writing and in accordance with Lane Manual Chapter 20.720, and filed within seven (7) days of the date of the Notice of Intent to Award.

6. CONTRACT EXECUTION

a. Form of contract. The contract issued will be substantially the same form, including Exhibits, as referenced in the Bid Documents.

b. Bidder execution of contract. A bidder to which a contract has been awarded shall, within 10 days from the date of receiving the complete contract from Lane County, deliver the contract and required insurance certificate, fully and properly executed by Contractor, to Lane County Department of Public Works. Failure by bidder to execute the contract and to deliver the contract and required insurance certificate as provided above is cause for cancellation of the contract award.

c. Delay by the County. Any delay by Lane County in issuance or execution of a contract will not entitle Contractor to additional compensation.

7. CONTRACT AMOUNT AND PAYMENT

a. Contract amount. The amount of the contract will be determined by the total sum of the amounts computed from items based on the services purchased multiplied by the unit prices for the items.

b. Payment. Payments will be made on the unit(s) purchased and provided in accordance with the Bid Documents and contract requirements. Payments will be processed upon receipt of an accurate and properly-submitted invoice, processed on a twice-monthly basis, and normally paid within about thirty (30) days of receipt of the invoice.

C. SCOPE OF WORK

1. Contractor will receive notice of recreational vehicles or related abandoned property needing to be decommissioned by County representative via the Requirements and License form (see Exhibit E).

2. Vehicles not able to be transported, or those stored at tow yards, may be decommissioned where they are located, and other vehicles and abandoned property may be transported to the Short Mountain Landfill site (“Site”) by County and placed in the area where the Work is to be performed, as described on the Requirements and License form.

3. Contractor will decommission such recreational vehicles and abandoned property, including abatement of hazardous materials, demolition, removal and transportation of recyclable items, and disposal of all resulting debris.

4. Contractor will bill Lane County Public Works, Accounts Payable, 3040 N Delta Hwy, Eugene, OR 97408 on a monthly basis for any work performed in the calendar month, not later than 14 days after the end of the billing month.

5. Invoices must be submitted with a Cover Sheet and all required attachments, collectively known as the Invoice Packet, for work authorized on any Requirements and License forms. Multiple disposed recreational vehicles can be included in a single Invoice Packet, however any test results and/or unique information must be clearly labeled and referenced to the corresponding recreational vehicle. For every recreational vehicle disposed there must be a corresponding individual itemized list of fees.

6. Billing must be calculated based upon and in accordance the Fee Schedule located in Section F.

7. Contractor must cooperate and follow any rules or direction from County staff in the performing the Work at the Site.

8. All Work and debris disposal must be performed in accordance with all DEQ and other rules and regulations that apply.

D. SAMPLE CONTRACT FORMS

LANE COUNTY GOODS/SERVICES CONTRACT (Contract Form A‐1, 07/01/2021)

22/23‐RV DISPOSAL

ANNUAL PRICE AGREEMENT FOR

THE DISPOSAL OF ABANDONED RECREATIONAL VEHICLES

This Contract is entered into by and between Lane County, a political subdivision of the State of Oregon (“County”), and Contractor’s legal name, a state of origin and entity type (“Contractor”), each a “party,” and referred to collectively in this Contract as “the parties.” County and Contractor agree as follows:

1. STATEMENT OF WORK (the “Work”)

1.1 Contractor will, upon notification from County, perform the decommissioning of abandoned recreational vehicles in the

County’s possession. Such Work includes, but is not limited to, hazardous waste and materials abatement, mitigation, and disposal, in accordance with the requirements of this Contract.

1.2 The scope of Contractor's Work is further described in Exhibit A.

1.3 Contractor Work will be authorized by County through issuance of an order using the Requirements and License Form, Exhibit E.

1.4 Contractor shall perform the Work in a manner consistent with the offers and statements in Exhibit D.

2. CONTRACT DOCUMENTS

2.1 The Contract. The Contract consists of this Contract Form and the following listed exhibits, which are incorporated into the

Contract as referenced here. There are no other Contract documents unless specifically referenced in this Contract.

2.2 Exhibits. With this document, the following Exhibits are incorporated into the Contract:

• Exhibit A Scope of Work

• Exhibit B Standard County Contract Conditions

• Exhibit C Insurance Coverages Required

• Exhibit D Contractor's Proposal

• Exhibit E Requirements and License Form

• Exhibit F Invoice Cover Sheet

2.3 Precedence. In the event of a conflict between the requirements of any documents listed in subsections 2.1 and 2.2 above, the conflict must be resolved in the following order of precedence: first, this Lane County Goods/Services Contract Form, then in order: Exhibit C, Exhibit B, Exhibit E, Exhibit A, Exhibit F, and Exhibit D.

3. CONSIDERATION AND PAYMENT

3.1 Consideration. In consideration for Contractor's performance, County agrees to pay in accordance to Contractor’s Fee

Schedule in Exhibit D. County is not obligated to pay any amount greater than that stated here.

3.2 Payment. Payment will be made upon receipt of invoice packet (Exhibit F, filled out and accompanying information attached) from Contractor. Invoices must be turned in not later than 60 days after completion of work. Any payments will customarily be made within 30 days of receipt of a properly submitted and approved invoice packet from Contractor.

Prior to approval and payment, County may require, and if required Contractor must provide, any information which County deems necessary to verify work has been performed properly in accordance with the Contract.

3.3 Cost Adjustment for Inflation. Each year, not more than 30 days prior to the anniversary of the Effective Date, Contractor may request negotiation of changes to the rates in the Fee Schedule to accommodate inflation. Contractor must give County notice of such request not more than 30 days prior to the anniversary date. After such notice, County and Contractor will negotiate adjustments to the rates, which in no event will exceed the increase in the Consumer Price Index (CPI), all categories, published by the United States Bureau of Labor Statistics for the San Francisco region.

4. EFFECTIVE DATE AND DURATION

4.1 Effective Date. Upon the signature of all parties, this Contract is effective.

4.2 Duration. Unless extended or terminated earlier in accordance with its terms, this Contract is for an initial term of three (3) years. However, such expiration shall not extinguish or prejudice either party's right to enforce this Contract with respect to any breach or default in performance which has not been cured.

4.3 Extension. The term of this Contract may be extended by mutual agreement of the parties for not more than three (3) additional years.

5. AUTHORIZED REPRESENTATIVES AND NOTICE. Each of the parties designates the following individuals as its authorized representative for administration of this Contract. Either party may designate a new authorized representative by written notice to the other.

5.1 County's Authorized Representative. Orin Schumacher, Road & Bridge Division Manager, Ph: 541‐682‐6993, orin.schumacher@lanecountyor.gov, Lane County Department of Public Works, Willamette Building, 3040 North Delta Highway, Eugene OR 97408.

5.2 County’s Waste Management Representative. Keith Hendrix, Waste Management Solid Waste Supervisor, Ph: 541‐746‐ 6228, keith.handrix@lanecountyor.gov, Lane County Waste Management Division, 3100 E. 17th Ave., Eugene, Or 97403.

5.3 Contractor's Authorized Representative. representative’s name, title, telephone number, email address, and any other desired contact information here. If none, state "None assigned”.

Any notice, demand, consent, approval, or other communication to be given under this Contract must be in writing and provided by email addressed to the party’s authorized representative, except as provided below in this section. However, if, in either party’s discretion, email is not the most appropriate method for providing notice, then notice may be provided by personal delivery; certified mail, postage prepaid, return receipt requested; or nationally recognized overnight courier. The effective date of notice shall be: for notice by email, the date and time sent if sent between the hours of 8 am and 5 pm, otherwise effective at 8am the following Business Day; for notice delivered in person, the date and time of delivery; for notice by U.S. mail, three days after the date of certification; and for notice by overnight courier, the next business day after deposit with the courier. If no representative is identified in this section, notice may be given to the person executing the Contract on behalf of that party below.

6. SPECIAL CONTRACT PROVISIONS.

6.1 Work for Other Agencies. This contract is a permissive cooperative procurement conducted in accordance with the requirements of ORS 279.200 through 279.225, and other Oregon public agencies may order Work under this Contract, subject to the following conditions:

.1 Contractor must be available to perform the work, and Contractor may decline any request for work from any other public agency at Contractor’s discretion, .2 Contractor’s work for any other public agency will be a separate contract from this Contract between Contractor and County, and by ordering and accepting such work, Contractor and the ordering public agency agree that County shall have no responsibility or liability for such work or the terms thereof, .3 The Work must be for the same scope of services as are contained in this Contract, and must be performed in the same location and manner, .4 The ordering public agency must receive permission from the Lane County Landfill Supervisor prior to transporting any vehicle to the Site, and .5 The ordering public agency must order such work using the Requirements and License form, and must furnish a copy of that notice to Contractor simultaneously to the County representative named below.

.6 Contractor must receive approval and coordinate the movement of any recreational vehicles, and/or related materials to the Short Mountain Landfill site in advance by contacting Lane County Public Works Waste Management Division representative listed in Section 5.2 above.

6.2 Compliance with Coronavirus Guidelines, Laws, Rules, and Orders. Each of the parties is aware of the COVID‐19 emergency and agrees that it is and will remain familiar with the CDC prevention guidelines and with federal, state, and local laws, rules, and orders regarding COVID‐19 throughout the term of this Contract, and will take all necessary precautions relating to COVID‐19, including those set out in the guidelines, laws, rules, and orders described in this paragraph. The parties have anticipated the costs of compliance with the present guidelines, rules, laws, and orders prior to entering into this Contract, and that no claim will be made by either party for such compliance. However, in the event that after the effective date of this Contract the COVID‐19 guidelines, laws, rules, and orders are changed in such a way as to adversely affect the parties’ ability to carry out their obligations under this Contract, either party so affected must give notice to the other party of any potential need to modify the Contract to accommodate or respond to such changes in the guidelines, laws, rules, and orders.

7. MULTIPLE COUNTERPARTS. The Contract and any subsequent amendments may be executed in several counterparts, facsimile or otherwise, all of which when taken together will constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract and any amendments so executed will constitute an original.

SIGNATURES FOLLOW ON NEXT PAGE

SIGNATURES

CONTRACTOR’S CERTIFICATIONS:

BY EXECUTION OF THIS CONTRACT, THE UNDERSIGNED CERTIFIES TO COUNTY THAT:

The undersigned person has the power and authority to execute this Contract on behalf of Contractor, and to bind Contractor to its terms, Contractor will, at all times during the term of this Contract, be qualified and professionally competent, and possess any licenses required to perform the Work, Contractor has not discriminated against minority, women or small business enterprises or a business that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225, and

The Contractor has, to the best of its knowledge, complied with Oregon tax laws in the period prior to the execution of this Contract, and will continue to comply with such laws during the entire term of this Contract, including:

(a) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318,

(b) Any tax provisions imposed by a political subdivision of this state that applied to Proposer or its property, goods, services, operations, receipts, income, performance of or compensation for any work performed, and

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

Pursuant to ORS 305.385(6) and OAR 150‐305‐0302, the undersigned as Contractor hereby swears and affirms under penalty of perjury that, to best of my knowledge, Contractor is not in violation of any tax laws described in ORS 305.380 (4)(a).

EACH PARTY, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS

CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR: COUNTY:

ENTER CONTRACTOR'S LEGAL NAME LANE COUNTY

By: By:

Title: Title:

Date: Date:

Address: Lane County Public Works 3040 North Delta Hwy Eugene, Oregon 97408

Contract Administration:

Matt Tarnoff Planner – Road Maintenance Division Tax ID No.: Office: 541‐682‐6412

Email: matthew.tarnoff@lanecountyor.gov

EXHIBIT A – SCOPE OF WORK: RV DISPOSAL

1. Contractor will receive notice of recreational vehicles or related abandoned property needing to be decommissioned by County representative via the Requirements and

License form (see Exhibit E).

2. Vehicles not able to be transported, or those stored at tow yards, may be decommissioned where they are located, and other vehicles and abandoned property may be transported to the Short Mountain Landfill site (“Site”) by County and placed in the area where the Work is to be performed, as described on the Requirements and

License form.

3. Contractor will decommission such recreational vehicles and abandoned property, including abatement of hazardous materials, demolition, removal and transportation of recyclable items, and disposal of all resulting debris.

4. Contractor will bill Lane County Public Works, Accounts Payable, 3040 N Delta Hwy, Eugene, OR 97408 on a monthly basis for any work performed in the calendar month, not later than 14 days after the end of the billing month.

5. Invoices must be submitted with a Cover Sheet and all required attachments, collectively known as the Invoice Packet, for work authorized on any Requirements and License forms. Multiple disposed recreational vehicles can be included in a single Invoice Packet, however any test results and/or unique information must be clearly labeled and referenced to the corresponding recreational vehicle. For every recreational vehicle disposed there must be a corresponding individual itemized list of fees.

6. Billing must be calculated based upon the Fee Schedule contained in Exhibit D.

7. Contractor must cooperate and follow any rules or direction from County staff in the performing the Work at the Site.

8. All Work and debris disposal must be performed in accordance with all DEQ and other rules and regulations that apply.

EXHIBIT B – STANDARD COUNTY CONTRACT CONDITIONS

1. CONTRACTOR’S STATUS

1.1 Independent Contractor. The performance of this Contract is at Contractor’s sole risk. The service or services to be rendered under this Contract are those of an independent contractor that is not an officer, employee or agent of the County as those terms are used in ORS 30.265. Notwithstanding the Oregon Tort Claims Act or the provisions of any other contract, Contractor is acting as and assumes liability of an independent contractor as to any claims between County and Contractor. Contractor is solely liable for any workers' compensation coverage;

social security, unemployment insurance or retirement payments; and federal or state taxes due as a result of payments under this Contract, whether due on account of Contractor or Contractor’s subcontractor, if any.

1.2 Contractor Not Employee. Contractor is not currently employed by County and will not be under County's direct control, and will not be eligible for any Federal Social Security, State Workers' Compensation, unemployment insurance or Public Employees Retirement System benefits from this Contract.

2. INSURANCE AND INDEMNIFICATION

2.1 Contractor's Required Insurance. Contractor must provide and maintain all insurance called for on the Exhibit entitled "Insurance Coverages Required" and must notify Lane County Risk Management of any material reduction or exhaustion of aggregate limits. Contractor may not commence any work until Contractor furnishes evidence of all required insurance specified by the County, and has obtained the County's approval as to limits, form, and amount. Commercial General Liability and Auto Liability coverage must include an Additional Insured Endorsement naming the County and its officers, agents, and employees that includes completed operations, and which is primary and non‐contributory with any other insurance and self‐insurance.

2.2 Contractor to Maintain Insurance. Contractor may not cancel, materially change, or not renew insurance coverages. If any policy is canceled before final payment by County to Contractor, Contractor must immediately procure other insurance meeting the requirements. Any insurance bearing on adequacy of performance must be maintained after completion of the Contract for the full guarantee period. If Contractor fails to maintain any required insurance, County reserves the right to procure such insurance and to charge the cost to Contractor.

2.3 Workers' Compensation. Contractor, its subcontractors, and all employers working under this Contract are subject employers under Oregon Workers' Compensation Law, and must comply with ORS 656.017 and provide Workers' Compensation coverage for all their subject workers unless exempt under ORS 656.126.

2.4 No Limitation. Nothing contained in these insurance requirements limits the extent of Contractor’s responsibility for payment of damages resulting from Contractor’s operation under this Contract.

2.5 Contractor's Indemnification. To the fullest extent permitted by law, and to the extent otherwise provided for in private contracts of insurance, Contractor shall indemnify, defend, and hold harmless the County and its officers, agents, employees, and volunteers from all damages, losses and expenses, including but not limited to attorney fees and costs related to litigation, and to defend all claims, proceedings, lawsuits, and judgments arising out of or resulting from Contractor's performance of or failure to perform under this Contract. The provisions of the foregoing notwithstanding, Contractor will not be required to indemnify County for any liability arising solely out of wrongful acts of County's own officers, agents, or employees.

2.5.1 If the Work of this Contract includes work product or any tangible or intangible items delivered to County under the Contract that may be the subject of protection under any state or federal intellectual property law or doctrine, this indemnification shall extend to any claim that the County's use thereof infringes any patent, copyright, trade secret, trade mark, or other proprietary right of any third party.

3. CONTRACTOR'S OBLIGATIONS

3.1 Except as provided in the bidding or procurement documents, Contractor must meet the highest standards prevalent in the industry or business most closely involved in providing the goods or services required by this Contract.

3.2 Contractor must make all provisions of the Contract applicable to any subcontractor performing work under the contract.

3.3 Contractor agrees that County will not be responsible for any losses or unanticipated costs suffered by Contractor as a result of the contractor's failure to obtain full information in advance in regard to all conditions pertaining to the work.

3.4 Contractor certifies that Contractor has all necessary licenses, permits, or certificates of registration necessary to perform the contract and further certifies that all subcontractors will likewise have all necessary licenses, permits or certificates before performing any work. The failure of Contractor to have or maintain such licenses, permits, or certificates is grounds for rejection of a bid or immediate termination of the Contract.

3.5 Contractor may not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material furnished, shall assume responsibility for satisfaction of any lien so filed or prosecuted and shall defend against, indemnify and hold the County harmless from any such lien or claim.

3.6 Unless otherwise provided by the Contract or law, Contractor agrees that County and its duly authorized representatives may have access to the books, documents, papers, and records of Contractor which are directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, copies and transcripts.

Contractor shall retain and keep accessible such books, documents, papers, and records for a minimum of 6 years after County makes final payment on the Contract. Copies of applicable records must be made available upon request, and payment of copy costs is reimbursable by County.

3.7 Contractor must, in the course of carrying out Contractor's Work, comply at all times with the then‐current "Mandatory County Policies for Vendors" published on County's Procurement and Purchasing webpage at:

www.lanecountyor.gov/bids.

4. CONTRACTOR’S OBLIGATIONS REQUIRED BY LAW

4.1 Contractor must promptly make payments for labor and material, and pay all contributions due to the Industrial

Accident Fund, in accordance with ORS 279B.220 or ORS 279C.505, as applicable.

4.2 Contractor must promptly make payments for any costs described in ORS 279B.230 and 279C.530, as applicable.

4.3 Contractor must comply with requirements related to employed persons’ hours of work and payment for overtime work, in accordance with ORS 279B.235, 279C.520, and 279C.540, as applicable.

4.4 If Contractor is a nonresident bidder and the Contract price exceeds $10,000, Contractor must promptly report to the Department of Revenue on forms provided by that Department the total contract price, terms of payment, length of contract and such other information as the Department may require before the County will make final payment on the contract, in accordance with ORS 279A.120.

4.5 Contractor and any subcontractor must pay to the Department of Revenue all sums withheld from employees, in accordance with ORS 316.167.

4.6 Contractor acknowledges that, pursuant to ORS 210.190, no payment may be made by County on account of this Contract if Contractor is indebted to Lane County in any manner, except for taxes not delinquent. Contractor expressly grants County the right to deduct from any payments due on this Contract the amount necessary to satisfy such indebtedness until any such debt has been satisfied.

4.7 Equal Employment Opportunity. During the performance of this Contract, Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor will comply with all applicable requirements of 29 CFR Part 471, Appendix A to Subpart A (copy available at: www.dol.gov/olms/regs/compliance/EO13496.htm), and will include the terms of these requirements in all subcontracts entered into under this Contract.

4.8 Oregon False Claims Act. Contractor acknowledges that the Oregon False Claims Act (ORS 180.750 to 180.785) applies to any action or conduct by Contractor pertaining to this Contract that constitutes a “claim” as defined by the Act. By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made may make, or causes to be made that pertains to this Contract or to the Work of the Contract.

4.9 Compliance with Law. In connection with its activities under this Agreement, Contractor must comply with all applicable federal, state and local law, including all applicable provisions of the Americans with Disabilities Act of 1990, 42 USC Section 12101 et seq. and Section 504 of the Rehabilitation Act of 1973.

5. MODIFICATION AND TERMINATION

5.1 Modification. No modification or amendment to this Contract will bind either party unless in writing and signed by both parties. In lieu of termination pursuant to subsection 5.2.4 below, County may propose modifications to the Contract sufficient to allow County to perform its obligations.

5.2 Termination:

5.2.1 The parties may jointly agree to terminate this Contract at any time by written agreement.

5.2.2 County may terminate this Contract for its convenience at any time with no liability on its part, except to pay for services previously provided, by giving Contractor not less than 30 days' advance written notice.

5.2.3 If County reasonably believes that Contractor is in material breach of Contractor’s obligations or any representation or warranty contained in this Contract, County may suspend the Work of this Contract at any time without notice. Upon notice to Contractor of such breach, and failure of Contractor to cure such breach within 7 days of receipt of County’s notice, County may terminate this Contract.

5.2.4 County certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract for the period within the current budget. However, Contractor understands and agrees that: (1) if County fails to appropriate funds for any successive budget year, the Contract will terminate at the end of the last fiscal year for which payments have been appropriated, and (2) if County’s funding, appropriations, or expenditure authority are reduced to a level insufficient, in County’s reasonable administrative discretion, to perform its obligations under this Contract, County may terminate this Contract immediately upon notice to Contractor.

5.2.5 Upon termination pursuant to this subsection, County will have no further obligation to Contractor except for payments for amounts earned prior to the termination date.

5.3 Remedies and Default. County may exercise any of the following remedies for Contractor's failure to perform the scope of work or failure to meet established performance standards: reduce or withhold payment; require Contractor to perform, at Contractor's expense, additional work necessary to perform the identified scope of work or meet the established performance standards; or declare a default, terminating the Contract and seeking damages and other relief available under the terms of the Contract or applicable law.

5.4 Force Majeure. Neither County nor Contractor will be held responsible for delay or default due to force majeure acts, events, or occurrences, including but not limited to fires, riots, wars, and epidemics, unless such delay or default could have been avoided by the exercise of reasonable care, prudence, foresight, and diligence by that party. If delays or nonperformance are caused by a subcontractor of Contractor, Contractor will be liable for such supplies or services if the supplies or services were obtainable from other sources in sufficient time to permit Contractor to meet the required schedule. County may terminate this Contract upon written notice after determining that a delay or default caused by force majeure acts, events, or occurrences will reasonably prevent successful performance of the Contract.

6. DISPUTES

6.1 Dispute Resolution. The parties are required to exert every effort to cooperatively resolve any disagreements that may arise under this Contract. This may be done at any management level, including at a level higher than the persons directly responsible for administration of the Contract. In the event that the parties alone are unable to resolve any conflict under this Contract, they are encouraged to resolve their differences through mediation or other cooperative dispute resolution process.

6.2 Choice of Law, Venue, and Jurisdiction. All matters in dispute between the parties to this Contract arising from or relating to the Contract, including without limitation alleged tort or violation, are governed by, construed, and enforced in accordance with the laws of the State of Oregon without regard to principles of conflict of laws. All disputes and litigation arising out of this Contract will be decided by the state or federal courts of Oregon, CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Venue for all disputes and litigation will be in Lane County, Oregon. This section does not constitute a waiver by County of any form of defense or immunity, whether governmental immunity or otherwise, from any claim or from the jurisdiction of any court.

6.3 Attorney Fees. In the event an action, suit of proceeding, including appeals, is brought for failure to observe any of the terms of this Contract, each party shall be responsible for that party's own attorney fees, expenses, costs and disbursements for the action, suit, proceeding or appeal.

7. MISCELLANEOUS PROVISIONS

7.1 Public Records. The parties acknowledge that this Contract and all records held by County are public records and subject to public disclosure unless a statutory exemption applies, and agrees that County shall have no liability for the disclosure of any confidential information in response to a public records request where such disclosure is required by court or district attorney order, or by County’s good faith interpretation of its statutory requirements.

7.2 Merger and Construction. This Contract contains the entire agreement of County and Contractor with respect to the subject matter of this Contract, and supersedes all prior negotiations, agreements and understandings. This Contract is the result of an open procurement process and negotiations between the parties, and the provisions of this Contract are to be interpreted and their legal effects determined as a whole, with no part to be construed against the drafter of such part.

7.3 Waiver. Failure of County to enforce any provision of this Contract does not constitute a waiver or relinquishment by County of the right to such performance in the future nor of the right to enforce that or any other provision of this Contract.

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

7.5 Survival. The provisions of this Contract with respect to governing law, indemnity, insurance for completed products and operations, warranties, guarantees and, if included in the Contract, attorney fee provisions and limitations, will survive termination or completion of the Contract.

7.6 Time is of the Essence. The parties agree that time is of the essence with respect to all provisions of this Contract.

7.7 Non‐Assignment. Contractor may not assign or transfer its interest in this Contract without prior written approval of County.

7.8 Binding on Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the parties to this Contract, their respective successors, and permitted assigns.

7.9 No Third‐Party Beneficiaries. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or may be construed to give or provide any benefit or right to third persons, either directly or indirectly, that is greater than the rights and benefits enjoyed by the general public, unless that party is identified by name in this Contract.

7.10 Headings. The headings and captions in this Contract are for reference and identification purposes only and may not be used to construe the meaning or to interpret the Contract.

SAMPLE

($2,000,000/occurrence minimum unless indicated).

($2,000,000/occurrence minimum unless indicated).

($1,000,000/occurrence minimum unless indicated).

($1,000,000/occurrence minimum unless indicated).

OTHER – All non-occurrence coverages must provide tail/continuous coverage for 24 months from the end of the project and shall include completed operations where applicable. All coverages, except Professional Liability, must contain blanket Additional Insured status, unless otherwise indicated.

CYBER coverage in the amount of $ ($2,000,000/occurrence minimum unless indicated).

PROFESSIONAL LIABILITY coverage: limits not less than $ POLLUTION LIABILITY coverage: limits not less than $

✔ AUTOMOBILE LIABILITY WITH ADDITIONAL INSURED STATUS: Insurance with limits as specified below. The coverage shall include owned, hired, and non-owned automobiles and include Lane County and its divisions, its commissioners, officers, agent, and employees as additional designated insureds (CA 20 48 02 99 or equivalent).

Type: : limits not less than $ Type: : limits not less than $

✔ LANE COUNTY REQUIRES THE COVERAGE TYPES AND AMOUNTS SHOWN ABOVE OR POLICY LIMITS, WHICHEVER IS GREATER. The policy limits specified above are minimum requirements; Lane County reserves the right to claim up to the policy limits. All coverages are Primary and Non-Contributory with any other insurance and self-insurance. Acceptance of a COI providing less than required coverages does not relieve contractor of the insurance requirements set out above or in the contract.

The contractor must notify the County if non-County claims have infringed or impacted the policy. Contractor is required to notify Lane County of any changes to or cancellation of coverage(s) within 24 hours. Contractor is required to provide a copy of the policy to Lane County upon demand.

INSURANCE COVERAGES REQUIRED

Contractor shall not commence any work until Contractor obtains, at Contractor's own expense, all required insurance as specified below. Such insurance must have the approval of Lane County as to limits, form and amount. The types of insurance Contractor is required to obtain or maintain for the full period of the contract will be:

COMMERCIAL GENERAL LIABILITY WITH ADDITIONAL INSURED STATUS shall include:

Policy must include: MINIMUM POLICY LIMITS

Commercial General Liability Damage to Rented Property ($50,000) Medical Expenses ($5,000) Personal and Advertising (Same as per occurrence) Products/Completed Operations (Same as per occurrence)

✔ $2 million per occurrence*/$4 million aggregate* Amount required by funding source $ /$ Other Amount pre-approved by Risk Management:

$ occurrence /$ aggregate

Aggregate limits: Per Policy (most contracts) Per Project (construction contracts)

All policies must be of the occurrence form with combined single limit for bodily injury and property damage. Any deviation from this must be approved by Risk Management. All claims-made forms must be approved by Risk Management in advance and provide tail/continuous coverage for 24 months from the end of the project.

ADDITIONAL INSURED STATUS for general liability insurance coverage is required for performance of this contract. Unless otherwise specified below, blanket additional insured is acceptable and is considered a written contract requirement on any insurance policies required herein with respect to Provider's activities being performed under the Contract, excluding Professional Liability coverage. The contract MUST either include language that the additional insured status is required, or include this Insurance Coverages Required document as an attachment, and proof of blanket coverage from your policy must be provided either by a copy of your policy or by separate blanket endorsement.

When this box is checked, the Additional Insured status for this contract MUST be by scheduled (or named) endorsement only, and must read:

Lane County, its officers, agents, employees and volunteers are named as additional insureds with respect to Provider's activities being performed under the Contract. The additional insureds must be named as an additional insured by separate endorsement, the policy must be endorsed to show cancellation notices to the Lane County department who originated the contract, and the Endorsement must be attached to theCOI.

WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY as statutorily required for persons performing work under this contract. Any subcontractor hired by Contractor shall also carry Workers' Compensation and Employers' Liability coverage. Sole proprietors not subject to Workers’ Compensation coverage must complete, execute, and submit the Workers’ Compensation Coverage Exemption Statement.

Statutory amount (currently $500,000 in Oregon, other states may vary) Other: minimum of $1,000,000 when not regulated by statute

*Umbrella or Excess coverage to increase the policy limits to the required amount is acceptable!

✔ CERTIFICATE HOLDER: Lane County, its officers, agents, employees and volunteers, c/o

✔ DIRECT ALL INSURANCE RELATED DOCUMENTS FOR YOUR CONTRACT TO YOUR CONTACT AT LANE COUNTY; DO NOT DIRECT YOUR DOCUMENTS TO RISK MANAGEMENT AS THIS WILL RESULT IN DELAYS.

Your Lane County Contact: email: Phone:

This document is an attachment to and part of your contract with Lane County.

Rev. RM 7/5/2022 Lane County Risk Management / LCRISKMG@co.lane.or.us

LIMITS* ✔ $2 million combined single limit per accident for bodily injury and property damage Amount required by funding source: $ /$ Other Amount pre-approved by Risk Management: $ /$

EXHIBIT C – INSURANCE COVERAGES REQUIRED

EXHIBIT…