UPDATED Attachments 1-4 .pdf

OPRD PROCUREMENT No. 10414

ATTACHMENT 1

CONTRACTUAL ACCEPTANCE

BIDDER SHALL PROVIDE ALL APPLICABLE INFORMATION REQUESTED BELOW

THIS ATTACHMENT MUST BE COMPLETED AND RETURNED WITH BID

BIDDER’S LEGAL NAME (BUSINESS): (TAX FILING) ________________________________________________

BIDDER’S MAILING ADDRESS: ________________________________________________________________

BIDDER’S BUSINESS DESIGNATION: (CHECK ONE)

Partnership Limited Partnership Limited Liability Partnership

Corporation Professional Corporation Limited Liability Company

Sole Proprietorship Other: ____________________________________________

BIDDER’S FEDERAL TAX ID NUMBER: (NOT SOCIAL SECURITY NUMBER) _________________________

Tax information is requested pursuant to ORS 305.385 and will be used for the administration of state, federal and local tax laws. State may report the information provided to the Internal Revenue Service (IRS) under the name and taxpayer identification number provided.

BIDDER’S OREGON BUSINESS REGISTRATION NUMBER: _________________________________

(OREGON SECRETARY OF STATE, CORPORATIONS DIVISION)

Go to http://www.filinginoregon.com/ for information on how to register to do business in Oregon.

BIDDER IS A RESIDENT BIDDER: YES NO

ORS 279A.120(1)(b): “Resident bidder” means a bidder that has paid unemployment taxes or income taxes in Oregon during the 12 calendar months immediately preceding submission of the bid, has a business address in Oregon and has stated in the bid whether the bidder is a “resident bidder” under this paragraph.

BIDDER IS AN OREGON CERTIFIED FIRM: (CHECK ALL THAT APPLY)

Minority Business Enterprise (MBE) Emerging Small Business (ESB)

Women Business Enterprise (WBE) Disadvantaged Business Enterprise (DBE)

Go to http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business- Certification/ for information on the OMWESB certification program.

BIDDER’S CONTACT INFORMATION:

AUTHORIZED REPRESENTATIVE TITLE

PHONE FAX EMAIL

THE INDIVIDUAL SIGNING ON BEHALF OF BIDDER HEREBY ACKNOWLEDGES AND CERTIFIES THAT:

• He/she is authorized to act on behalf of Bidder, http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/ http://www.oregon4biz.com/Grow-Your-Business/Business-services/Minority-Owned-Business-Certification/

• The supplied Bidder data is true and accurate,

• To the best of his/her knowledge, Bidder is not in violation of any Oregon tax laws, For the purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS

320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620. [ORS 305.380(4)]

• Bidder has completely read and understands the provisions of the Solicitation, including any Addenda issued,

• The Bid was prepared independently from all other Bidders, and without collusion, fraud, or other dishonesty,

• Bidder has not discriminated and will not discriminate, in violation of ORS 279A.110(1), against any minority, women or emerging small business enterprise certified under ORS 200.055 or a business that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontract,

• Bidder accepts and agrees to be bound by all the terms and conditions of the Contract awarded,

• Bidder agrees to provide all Goods and Services required to be provided under the Contract,

• Bidder has the available resources, including staffing, to perform the Services in a reasonable timeframe to pursue OPRD’S objectives, and

• By submitting a response to this Solicitation, Bidder grants the State of Oregon a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license for the rights to copy, distribute, display, prepare derivative works of and transmit the response for the purpose of conducting this procurement and to fulfill obligations under Oregon Public Records Laws.

SIGNATURE OF BIDDER’S AUTHORIZED REPRESENTATIVE DATE

ATTACHMENT 2

PRICING PROPOSAL FORM

Bidders shall enter pricing for all Bid Items listed in this Pricing Proposal Form. If this Pricing Proposal Form is replaced by Addenda then Bidders shall use the Addenda forms to provide pricing and other required information. If the Pricing Proposal Form is only modified by Addenda, then Offerors shall follow the instructions in the Addenda for making modifications to the Pricing Proposal Form. Failure to supply the required information in the Pricing Proposal Form or subsequent Addenda may result in Bid rejection as non-responsive.

The undersigned has carefully examined the Contract Documents and agrees to furnish all necessary labor, equipment, accessories, materials, permits, and perform all Work shown and specified in accordance with the Contract for the price(s) set below. All Work described in the Contract Documents but not specifically itemized in the Pricing below is considered incidental to the Work, and Bidder agrees to furnish all necessary plant, labor, equipment, accessories, materials, permits, and perform all incidental Work and Services at no additional cost to OPRD.

Bidders shall provide pricing for the items listed below.

Item No.

Goods Description and Related Services

Quantity Price per Unit Extended

Price

1. Steel Plates (8’x20’x1”)

2. Delivery and Placement of Steel Plates

Delivered to:

Sunset Bay Campground (A-Loop, outbound) 89526 Cape Arago Hwy Coos Bay, OR 97420

3. Equipment to be used:

4.

Total Price:

Bid price is total contract price including Contractor’s profit and overhead. The quantities listed in the Bid Pricing are intended to serve only as a guide to Bidders and are not to be construed as a guarantee. All quantities are estimated and are for Bid purposes only. OPRD reserves the right to adjust quantities or delete items as needed. Payment will be made based on actual, measured quantities (See Contract Section 4.1 regarding Compensation and Amendments).

Bidder (Insert the name of the bidding entity):

Bid submitted by (The authorized individual submitting the bid on behalf of the bidding entity):

ATTACHMENT 3

DETAILED SPECIFICATIONS

Purpose: The Oregon Parks and Recreation Department needs to purchase two (2) steel plates and have them placed over the “A Loop culvert” at the Sunset Bay State Park (“Park”) to allow traffic through the loop. The staff at the Park do not have the necessary equipment to lift road plates, so Contractor shall deliver and place the road plates as specified by OPRD staff.

Steel Plate Specifications: The Steel Plates must be new and each plate needs to be at least 1” thick, 20’ long and 8’ wide.

The two plates together need to cover about 16’ in width. Contractor shall place the steel plates in a fashion similar to the example picture below.

Equipment: Contractor may use their preferred equipment option to lift and place road plates under the assumption that:

• Equipment can safely lift and place plates without damaging OPRD property or the road plates; Equipment used to perform this work must be included in the bid.

• Holes can be cut for the purpose of lifting the plates; eyes not to be used.

OPRD will not assist in any equipment operation, but staff will be on site to instruct Contractor on where plates are to be placed.

Example Picture of Road Plate Placement

Picture where Road Plates are Required

ATTACHMENT 4

TERMS & CONDITIONS AND INSURANCE REQUIREMENTS

1. DELIVERY: Deliveries will be F.O.B destination, unless otherwise agreed. Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties.

2. ACCEPTANCE: Agency may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods or Services (“Work”) and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure defects within a reasonable time, Agency may reject the Goods and cancel the Contract in whole or in part. Title to the Goods passes to Agency in accordance with the Uniform Commercial Code, ORS chapters 71-79 (UCC), and this section does not affect or limit Agency's rights under the UCC.

3. PAYMENT: Agency shall pay Contractor within 30 days from (i) the date the Goods or Work are delivered and accepted or (ii) the date th e invoice is received, whichever is later. If Agency fails to pay within 45 days of such date, Contractor may assess overdue account charges up to a rate of 2/3% per month (8% APR) or the maximum rate allowed by law on the outstanding balance.

4. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants that:

• Unless otherwise agreed, the Goods are new and unused, (and if applicable, the current model), free and clear of any liens or encumbrances, and carry full manufacturer warranties;

• Contractor shall transfer all manufacturer warranties to the State;

• Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture;

• Contractor owns or has the right to transfer or sell the Goods to Agency;

• Contractor has the authority to enter into this Contract and this Contract is a binding obligation upon Contractor;

• Contractor is an independent contractor and its provision of the Goods creates no potential or actual conflict of interest as defined in ORS 244;

• Contractor shall comply with the tax laws of this state and all political subdivisions;

• Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State, and

• All implied and express warranties under the UCC are incorporated in this Contract.

These representations and warranties are cumulative and are in addition to and not in lieu of any other representations or wa rranties found in this Contract or the law.

5. TERMINATION:

• The parties may terminate the Contract by mutual agreement.

• Agency may terminate the Contract at any time upon written notice to Contractor. Upon receipt of the written notice, Contract or shall stop performance, and Agency shall pay Contractor for Goods or Work delivered and accepted.

• Agency may terminate the Contract at any time upon written notice to Contractor if Agency fails to receive funding, appropria tions, or other expenditure authority.

• Agency may terminate the Contract for cause upon written notice to Contractor, if Contractor breaches any Contract provision, including the representations and warranties related to liquidated and delinquent debt, or is declared insolvent. Contractor shall be liabl e for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC.

• Agency may terminate the Contract if Contractor fails to comply with the tax laws of this state or any political subdivision or Contractor violates any warranties or certification related to compliance with the tax laws of this State and any political subdivision of this State.

6. REMEDIES: Any violation or breach of the Contract entitles Agency to terminate the Contract, to pursue and recover any and all damages that arise from the breach and the termination of the Contract, and to pursue any or all of the remedies available under the Contract, at law, or in equity, including but not limited to: termination of the Contract in whole or in part; collection by administrative offset or garnishment, if applicable, or withholding amounts otherwise due and owing to Contractor without penalty. The remedies set forth in this Section 6 are cumulative.

7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the State and it agencies, their divisions, officers, employees, and age nts, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this Contract.

8. GOVERNING LAW, JURISDICTION, VENUE: This Contract is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws. Any unresolved Dispute between Agency and Contractor that arises from or relates to the Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Dispute must be brought in a federal forum, then unless otherw ise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CON TRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State of Oregon's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise or of any defenses to Claims, or as consent to the jurisdiction of any court.

9. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond its reasonable control. Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of the Contract.

10. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights (Subcontract) or delegate responsibilities under this Contract in whole or in part, without the prior written approval of Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

11. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this Contract according to Oregon Accounting Manual (OAM) and any other records relating to Contractor’s performance (“Records”) for 6 years from termination or as otherwise required. Co ntractor shall grant the State and its agencies, the Secretary of State, the federal government, and their duly authorized representative’s access to the Records, including reviewing, auditing, copying, and making transcripts.

12. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply with all applicable federal, state and local laws, regulations, executive orders, and ordinances, as amended. Agency’s performance is conditioned upon Contractor’s compliance with, 279B.220, 279B.225, 279B.230, and 279B.235, as applicable. All applicable Rules are incorporated by reference in this Contract.

13. INSURANCE: Contractor shall obtain and maintain the following insurance coverage:

• Workers’ Compensation: Contractor shall comply with ORS 656.017 and provide workers’ compensation coverage for subject workers, unless exempt under ORS 656.126(2). Contractor shall ensure that its Subcontractors, if any, comply with these requirements.

• Commercial General Liability: Contractor shall provide and maintain insurance covering bodily injury and property damage, written on an occurrence basis in an amount of not less than $1,000,000 peR occurrence and not less than $2,000,000.00 annual aggregate. ThE policy(ies) must name the State of Oregon as additional insured.

• Auto Liability: Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability

Insurance covering owned, non-owned and/or hired vehicles, as applicable. The coverage may be written in combination with the Commercial

General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

• "Tail" Coverage: If any of the required liability insurance is arranged on a "claims made" basis, "tail" coverage will be required at the completion of this Contract for a duration of 24 months or the maximum time available in the marketplace if less than 24 months. Contractor will be responsible for furnishing certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months fol lowing Final Completion.

Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or befor e the effective date of this Contract. This will be a condition of the final acceptance of Work or services and related warranty (if any).

• Excess/Umbrella Insurance: A combination of primary and excess/umbrella insurance is acceptable to meet the minimum coverage requirements for Commercial General Liability and Automobile Liability Insurance. In such case, the insurance certificate must include a list of the policies that fall under the excess/umbrella insurance.

• Additional Insured: All liability insurance, except for Workers’ Compensation, required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activi ties to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

• Certificate(s) of Insurance: As evidence of the insurance coverage required by this Contract, the Contractor shall furnish certificate(s) of insurance to Agency prior to execution of the Contract. The certificate(s) will specify all of the parties who are Additional Insureds or Loss Payees.

Insurance coverage required under this Contract shall be obtained from insurance companies or entities acceptable to the Agency that are allowed to provide such insurance under Oregon law. Eligible insurers include admitted insurers that have been issued a certificate of authority from the Oregon

Department of Consumer and Business Services authorizing them to do an insurance business in the state of Oregon, and certain non-admitted surplus lines insurers that satisfy the requirements of applicable Oregon law and are approved by the Owner. The Contractor shall be financially responsible for all deductibles, self-insured retentions and/or self-insurance included hereunder. Any deductible, self-insured retention and/or self-insurance in excess of $50,000 shall be approved by the Agency in writing prior to execution of the Contract and is subject to Agency’s approval.

14. SAFETY DATA SHEETS: As applicable, Contractor shall provide Agency with a Safety Data Sheet (SDS) for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use 29 CFR 1910.1200(g)(6)(iii). Contractor shall label, tag or mark such Goods.

15. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the Contract. These products shall include recycled paper, recycled PETE products, other recycled products (ORS 279A.010(1)(gg),(hh),(ii)), and other recycled plastic resin products.

16. AMENDMENTS: All amendments to this Contract must be in writing, approved by Agency.

17. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

18. WAIVER: Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by Agency of its rights to such performance in the future or to enforce any other provisions.

19. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Agency may withhold final payment under this Contract until Contractor has met this requirement.

20. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury: (a) the number shown on this form is the correct Federal Employer Identification Number; (b) it is not subject to backup withholding because (i) it is exempt from backup withholding, (ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding; and (c) it is not in violation of any Oregon tax laws.

21. EXAMINATION OF SPECIFICATIONS, AND SITE: It is understood that the Contractor, before submitting an Bid, has made a careful examination of the Contract Documents; has become fully informed as to the quality and quantity of materials and the character of the Work required; and has made a careful examination of the location and conditions of the Work and the sources of supply for materials. The Owner will in no case be responsible for any loss or for any unanticipated costs that may be suffered by the Contractor as a result of the Contractor's failure to acquire full information in advance in regard to all conditions pertaining to the Work. No oral agreement or conversation with any officer, agent, or personnel of before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained.

22. MATERIALS AND WORKMANSHIP: The intent of the Contract Documents is to provide for the construction and completion in every detail of the Work described. All Work shall be performed in a professional manner and unless the means or methods of performing a task are specified elsewhere in the Contract Documents, Contractor shall employ methods that are generally accepted and used by the industry, in accordanc e with industry standards.

23. PERMITS: Contractor shall obtain and pay for all necessary permits and licenses, except for those specifically excluded in the Contract, for the construction of the Work, for temporary obstructions, enclosures, opening of streets for pipes, walls, utilities, environmental Work, etc., as required for the project. Contractor shall be responsible for all violations of the law, in connection with the construction or caused by obstructing streets, sidewalks or otherwise. Contractor shall give all requisite notices to public authorities.

24. INSPECTION: Agency shall have access to the Work at all times.

Inspection of the Work will be made by the Agency at its discretion. The Agency will have authority to reject Work that does not conform to the Contract Documents. Any Work found to be not in conformance with the Contract Documents, in the discretion of the Agency, shall be removed and replaced at the Contractor's expense.

25. USE OF PREMISES: Contractor shall confine equipment, storage of materials and operation of Work to the limits indicated by Contract Documents, law, ordinances, permits or directions of the Agency. Contractor shall follow the Agency’s instructions regarding use of prem ises, if any.

26. PROTECTION OF WORKERS, PROPERTY, AND THE PUBLIC: Contractor shall maintain continuous and adequate protection of all of the Work from damage, and shall protect the Agency, workers and property from injury or loss arising in connection with this Contract. Contractor shall remedy acceptably to the Agency, any damage, injury, or loss, except such as may be directly due to errors in the Contract Documents or caused by authorized representatives or personnel of the Agency. Contractor shall adequately protect adjacent property as provided by law and the Contract Documents.

27. CUTTING AND PATCHING: Contractor shall be responsible for coordinating all cutting, fitting, or patching of the Work to make its several parts come together properly and fit to receive or be received by work of other contractors or Subcontractors shown upon, or reasonably implied by, the Contract Documents.

Contractor shall be responsible for restoring all cut, fitted, or patched surfaces to an original condition; provided, however, that if a different condition is specified in the Contract Documents, then Contractor shall be responsible for restoring such surfaces to the condition sp ecified in the Contract Documents.

28. CLEANING UP: From time to time as may be ordered by the Agency, the Contractor shall, at its own expense, clean up and remove all refuse a ny unused materials of any kind resulting from the Work. If Contractor fails to do so within twenty-four hours after notification by the Agency, the work may be done by others and the cost charged to the Contractor and deducted from payment due the Contractor.

29. ENVIRONMENTAL CONTAMINATION: Contractor will be held responsible for and shall indemnify, defend (with counsel of Agency’s choice) and hold harmless Agency from and against any costs, expenses, damages, claims, and causes of action, (including attorney fees), or any of them, resulting from all spills, releases, discharges, leaks and disposal of environmental pollution, including storage, transportation, and handl ing during the performance of the Contract which occur as a result of, or are contributed by, the negligence or actions of Contractor or its personnel, agents, or Subcontractors or any failure to perform in accordance with the Contract Documents (except to the extent otherwise void under ORS 30.140). Nothing in this section shall limit Contractor's responsibility for obtaining insurance coverages required under the Contract, and Contractor shall take no actio n that would void or impair such coverages.

Contractor agrees to promptly dispose of such spills, releases, discharge or leaks to the satisfaction of Agency and proper regulatory agencies in a manner that complies with applicable federal, state, and local laws and regulations. Cleanup shall be at no cost to the Agenc y and be performed by properly qualified personnel.

Contractor shall obtain the Agency’s written consent prior to bringing onto the Work site any environmental pollutants or (ii ) hazardous substances or materials, as the same or reasonably similar terms are used in any applicable federal, state, or local statutes, rules or ordinances. Notwithstanding such written consent from the Agency, the Contractor, at all times, shall: properly handle, use and dispose of all environmental p ollutants and hazardous substances or materials brought onto the Work site, in accordance with all applicable federal, state, or local statutes, rules, or ordinances; be responsible for any and all spills, releases, discharges, or leaks of (or from) environmental pollutants or hazardous substances or materials which

Contractor has brought onto the Work site; and promptly clean up, without cost to the Agency, such spills, releases, discharges, or leaks to the Agency’s satisfaction and in compliance with all applicable federal, state, or local statutes, rules or ordinances.

Contractor shall report all reportable quantity releases to applicable federal, state, and local regulatory and emergency response agencies. Reportable quantities are found in 40 CFR Part 302, Table 302.4 for hazardous substances and in OAR 340-142-0050 for all products addressed therein. Upon discovery, regardless of quantity, Contractor must telephonically report all releases to the Agency. A written follow-up report shall be submitted to Agency within 48 hours of the telephonic report. Such written report shall contain, as a minimum:

• Description of items released (identity, quantity, manifest no., and all other documentation required by law.)

• Whether amount of items released is EPA/DEQ reportable, and, if so, when it was reported.

• Exact time and location of release, including a description of the area involved.

• Containment procedures initiated.

• Summary of communications about the release Contractor has had with members of the press or State officials other than Agency.

• Description of cleanup procedures employed or to be employed at the site, including disposal location of spill residue.

• Personnel injuries, if any, resulting from, or aggravated by, the release.

31. ENVIRONMENTAL CLEAN-UP: Unless disposition of environmental pollution is specifically a part of this Contract, or was caused by the Contractor, Contractor shall immediately notify Agency of any hazardous substance(s) which Contractor discovers or encounters during performance of the Work required by this Contract. "Hazardous substance(s)" means any hazardous, toxic and radioactive materials and those substances defined as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or other similar designations in any federal, state, or local law, regulation, or ordinance, including without limitation asbestos, polychlorinated biphenyl (PCB), or petroleum, and any substances, materials or wastes regulated in 40 CFR, Part 261 and defined as hazardous in 40 CFR S 261.3. In addition to notifying Agency of any hazardous substance(s) discovered or encountered, Contractor shall immediately cease working in any particular area of the project where a hazardous substance(s) has been discovered or encountered if continued work in such area would present a risk or danger to the health or well being of Contractor's or any Subcontractor's work force.

Upon being notified by Contractor of the presence of hazardous substance(s) on the project site, Agency shall arrange for the proper disposition of such hazardous substance(s).

32. RESPONSIBILITY FOR DAMAGES / INDEMNITY: Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay that may be caused by, or result from, the carrying out of the Work to be done under this Contract, or from any act, omission or neglect of the Contractor, its Subcontractors, personnel, or agents.

33. TIME IS OF THE ESSENCE: The Contractor shall at all times carry on the Work diligently, without delay and punctually fulfill all requirements herein.

Contractor shall commence Work on the site on the date specified in the Contract or otherwise agreed to by Agency. Unless specifically extended in writing by Agency, all Work shall be complete by the date contained in the Contract Documents.

34. CORRECTION OF WORK BEFORE PAYMENT: The Contractor warrants to the Agency that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects, and that the Work will conform to the requirements of the Contract Documents. Work failing to conform to these requirements shall be deeme d defective.

Contractor shall promptly remove from the premises and replace all defective materials and equipment as determined by the Age ncy, whether incorporated in the Work or not. Removal and replacement shall be without loss or expense to the Agency, and Contractor shall bear the cost of repairing all Work destroyed or damaged by such removal or replacement of defective Work and, unless a longer period is speci fied, Contractor shall correct all defects that appear in the Work within a period of one year from the date of Acceptance by Agency

35. WARRANTY WORK; Neither the final payment nor any provision of the Contract Documents shall relieve the Contractor from responsibility for defective Work and, unless a longer period is specified, Contractor shall correct all defects that appear in the Work within a period of one year from the date of issuance of the written notice of Substantial Completion by the Owner except for latent defects which will be remedied by the Contractor at any time they become apparent.

The Owner shall give Contractor notice of defects with reasonable promptness. Contractor shall perform such warranty work within a reasonable time after Owner’s demand. If Contractor fails to complete the warranty work within such period as Owner determines reasonable, or at any time in the event of warranty work consisting of emergency repairs, Owner may perform such work and Contractor shall reimburse Owner all costs of the same within ten

(10) Days after demand without affecting Contractors obligations. This provision does not negate guarantees or warranties for periods longer than one year including without limitation such guarantees or warranties required by other sections of the Contract Documents for specific installations, materials, processes, equipment or fixtures. In addition to Contractor's warranty, manufacturer's warranties shall pass to the Agency and shall not take effect until affected Work has been accepted in writing by the Agency.

36. OPERATION AND MAINTENANCE MANUALS: As part of the Work, Contractor shall submit one completed operation and maintenance manual

("O & M Manual") to Agency upon completion of the Work. The O & M Manual shall contain a complete set of all product data as required by the specifications, training information (if applicable), phone list of consultants, manufacturers, installer and suppliers, manufacturer's printed data, record and shop drawings, schematic diagrams of systems, appropriate equipment indices, and warranties.

37. TRAINING: If required by the Contract Documents, the Contractor shall schedule with the Agency, training session(s) for all equipment and systems after the equipment and/or system is completely installed and operational in its normal operating environment. The O & M Manual shall be used as a basis for training.

38. EXTRA MATERIALS: As part of the Work, Contractor shall provide spare parts, extra maintenance materials, and other materials or products in the quantities specified in the Contract Documents,

39. ENVIRONMENTAL CLEAN-UP: Upon completion of the Work and prior to Acceptance by Agency, the Contractor shall notify the Agency that all environmental pollution clean-up performed as a part of this Contract (if applicable) has been disposed of in accordance with all applicable rules, regulations, laws, and statutes of all agencies having jurisdiction over such environmental pollution.

40. PAY EQUITY: As required by ORS 279B.235 Contractor shall comply with ORS 652.220 and shall not unlawfully discriminate against any of

Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or o ther compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.