Request for Bids, Addendum #3 Garbage & Recycling Services at Multiple Properties RFB No. 08/18-370

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1 Request for Bids, Addendum #3 Garbage & Recycling Services at Multiple Properties RFB No. 08/ Addendum #3 issued 09/13/2018 Bids are to be hand delivered to the address below on 09/20/2018 by 10:00 AM HOME FORWARD Procurement & Contracts Office 135 SW Ash Street, 5 th Floor Portland, OR QUESTIONS The following questions were asked following Addendum #2 on 09/04/2018. Questions are paraphrased and are based on Home Forward s understanding of the intent of the question. If the question as written below does not accurately represent the inquiry, please contact Berit Stevenson, , berit.stevenson@homeforward.org. Q01 A01 Q02 A02 Q03 A03 In an instance where a container(s) are overfilled by volume or weight, what is the process? As stated, hauler has the right to charge if containers are inaccessible during service. We suggest the opportunity to right size the service and frequency or charge for overfilled containers if this is a reoccurring issue. Home Forward will consider amendments to the contract based on actual circumstances when contractor and Home Forward agree that service or frequency should be adjusted to properly service the property. See attached modification to Section 3 of Contract Rider (Exhibit C-1) that address a process for overloaded containers by weight and/or volume. With respects to section Costs, occasionally a government entity City of Portland, Metro, etc. will increase disposal costs. Most recently there was an increase from the City of Portland to increase disposal rates to help homelessness cleanup programs. Industry standard is to pass this cost along to the customer; can we provide a memo of understanding or insert language to include this? See attached modification of Section 6 of Contract Rider (Exhibit C-1). What are the parameters for annual price increases for years 2 & 3 of the contract term? See attached modification of Section 6 of Contract Rider (Exhibit C-1). CLARIFICATIONS The following items are general clarifications and additional information. RFB 08/ GARBAGE & RECYCLING SERVICES ADDENDUM #3 PAGE 1

2 C01 The chart below includes historical tonnage information. C02 See updated Contract and Rider (Exhibit C-1). Changes are in red. - end - RFB 08/ GARBAGE & RECYCLING SERVICES ADDENDUM #3 PAGE 2

3 Goods and Services Agreement Garbage and Recycling Services Contract No. Cxxxx THIS AGREEMENT is between Home Forward, a public corporation, located at 135 SW Ash Street, Portland, OR 97204, and whose address referred herein to as "CONTRACTOR." In exchange for the promises and other consideration set forth below, the parties agree as follows: 1. Duration: This goods and services Agreement shall be effective and shall remain in effect until and including unless terminated or extended as provided in this Agreement. 2. Payment: Home Forward shall pay CONTRACTOR services performed in an amount not to exceed 00/100s ($x,xxx.xx). 3. Terms: Payment for services rendered will be made monthly based on receipt of an approved invoices. Payment will be made within 30 days of receipt of an approved invoice. 4. Scope of Work: Contractor shall provide all services and materials specified below which is incorporated into this Agreement by reference. All services and materials shall be provided by CONTRACTOR in accordance with the Scope of Work in a competent and professional manner. Contract Administrator: Contract Description: Exhibit A: Scope of Work and Compensation Exhibit B: Rider to Goods & Services Agreement All terms on the reverse side of this document are hereby made a part of this AGREEMENT. Contractor Home Forward Signature: Signature: Date: Date: Name: Title: Title: Department: Telephone: Telephone: Tax I.D. or SS#: Federal tax ID number or Social Security number is required pursuant to ORS and will be used for the administration of state, federal and local laws. Payment information will be reported to the Internal Revenue Service under the name and Federal tax ID number, or if none, the Social Security number provided above Home Forward 135 SW Ash Street Portland, Oregon

4 THE PARTIES AGREE AS FOLLOWS: ARTICLE I: LIABILITY AND INDEMNITY CONTRACTOR is an independent contractor and assumes full responsibility for its performance and assumes full responsibility for all liability for bodily injury or physical damage to persons or property to the extent arising out of or related to this Contract, CONTRACTOR shall indemnify, defend, reimburse and hold harmless Home Forward, its elected officials, officers, employees and agents, from any and all claims, demands, damages, actions, losses, and expenses, including reasonable attorney's fees, whether before the commencement of litigation at trial or on appeal, to the extent arising out of or in any way connected with its negligence performance of the Contract. CONTRACTOR is solely responsible for paying CONTRACTOR'S subcontractors and nothing contained herein shall create or be construed to create any contractual relationship between any subcontractor(s) and Home Forward. CONTRACTOR is solely responsible for the acts and omissions of its agents, employees, subcontractors, and/or representatives and for all claims. ARTICLE II: INSURANCE CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the CONTRACTOR, its agents, representatives, employees, or sub-contractors. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG ). 2. Insurance Services Office Additional Insured form (CG or CG 20 26). 3. Insurance Services Office form number CA covering Automobile Liability, Code 1 (any auto). 4. Workers Compensation insurance as required by state law and Employer s Liability Insurance. 5. Pollution Liability coverage covering cleanup costs, bodily injury and property damage. MINIMUM LIMITS OF INSURANCE CONTRACTOR shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for Bodily Injury, Personal Injury, and Property Damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for Bodily Injury and Property Damage. 3. Workers Compensation (statutory) and Employer s Liability: $1,000,000 per accident for Bodily Injury or Disease. 4. Pollution Liability: $1,000,000 per occurrence for Bodily Injury, Personal Injury and Property Damage. NOTE: These limits can be attained by individual policies or by combining primary and umbrella policies. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-insured retentions must be declared to and approved by Home Forward. At the option of Home Forward, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Home Forward, its officers, officials, employees, and volunteers; or the CONTRACTOR shall provide a financial guarantee satisfactory to Home Forward guaranteeing payment of losses and related investigations, claim administration, and defense expenses. OTHER INSURANCE PROVISIONS The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions: 1. Home Forward, its officers, officials, employees, and volunteers are to be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR; or automobiles owned, leased, hired, or borrowed by the CONTRACTOR. There can be no insured vs. insured cross-suit exclusion. The policies will provide for cross-liability coverage as would be achieved under the standard Insurance Services Office separation of insureds clause. 2. The CONTRACTOR s insurance coverage shall be primary insurance as respects Home Forward, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Home Forward, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR s insurance. 3. Each insurance policy required by these specifications shall be endorsed to state that coverage shall not be cancelled or materially changed, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Home Forward. Contractor shall give Home Forward thirty (30) days prior written notice of any cancellation or material change of the insurance coverage. 4. Maintenance of the proper insurance for the duration of the contract is a material element of the contract. Material changes in the required coverage or cancellation of the coverage shall constitute a material breach of the contract by the CONTRACTOR. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a current A.M. Best s rating of no less than B+: VI. CONTRACTORS must provide written verification of their insurer s rating. VERIFICATION OF COVERAGE CONTRACTOR shall furnish Home Forward with original certificates and amendatory endorsements effecting coverage required by these specifications. The endorsements should conform fully to the requirements. All certificates and endorsements are to be received and approved by Home Forward in sufficient time before the agreement commences to permit CONTRACTOR to remedy any deficiencies. Home Forward reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. SUB-CONTRACTORS Use of sub-contractors must be pre-approved by Home Forward. CONTRACTOR shall include all sub-contractors as insured under its policies or shall furnish separate insurance certificates and endorsements for each sub-contractor in a manner and in such time as to permit Home Forward to approve them before sub-contractors work begins. All coverage for sub-contractors shall be subject to all of the requirements stated above. Notwithstanding this provision, CONTRACTOR shall indemnify Home Forward for any claims resulting from the performance or nonperformance of the CONTRACTOR s sub-contractors and/or their failure to be properly insured

5 CONTRACTOR shall provide Home Forward with a certificate of insurance complying with this article and naming Home Forward as an additional insured within fifteen (15) days of execution of this Contract or twenty-four (24) hours before services under this Contract commence, whichever date is earlier. Notice of any material change or policy cancellation shall be provided to Home Forward thirty days (30) prior to the change. ARTICLE III: TERMINATION FOR CONVENIENCE Home Forward may terminate this Contract for Home Forward s convenience upon giving CONTRACTOR thirty (30) days written notice. In the event of termination, CONTRACTOR shall be entitled to payment for services received prior to the date of termination. Home Forward shall not be liable for any indirect or consequential, or any other damages whatsoever. Termination by Home Forward shall not waive any claim or remedies it may have against CONTRACTOR. ARTICLE IV: PUBLIC CONTRACTS All applicable provisions of ORS Chapters 187 and 279A, and B, and all other terms and conditions necessary to be inserted into public contracts in the State of Oregon, are hereby incorporated as if such provision were a part of this Agreement. ARTICLE V: ATTORNEY'S FEES In the event of any litigation concerning this Contract, the prevailing party shall be entitled to reasonable attorney's fees and court costs, including fees and costs on appeal to any appellate courts. ARTICLE VI: QUALITY OF GOODS and SERVICES Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of the highest quality. All employees and subcontractors shall be skilled in their trades. In addition to any express warranties provided by the CONTRACTOR, all implied warranties covered by ORS Chapter 72 shall apply to any goods provided under this Contract, and are hereby expressly not disclaimed. ARTICLE VII: SAFETY CONTRACTOR shall take all necessary precautions for the safety of employees and others in the vicinity of the services being performed and shall comply with all applicable provisions of federal, state and local safety laws and building codes, including the acquisition of any required permits or licenses. All applicable Material Safety Data (MSD) sheets shall accompany the goods if provided. ARTICLE VII: RIGHT TO WITHHOLD PAYMENTS Home Forward shall have the right to withhold from payments due CONTRACTOR such sums as necessary, in Home Forward s sole opinion, to protect Home Forward against any loss, damage or claim which may result from CONTRACTOR'S performance or failure to perform under this agreement or the failure of CONTRACTOR to make proper payment to any suppliers or subcontractors. ARTICLE VIII: COMPLIANCE CONTRACTOR shall comply with federal, state, and local laws, statutes, and ordinances relative to the execution of the work. This requirement includes, but is not limited to, non-discrimination, safety and health, environmental protection, waste reduction and recycling, fire protection, permits, fees and similar subjects. ARTICLE IX: INTEGRATION OF CONTRACT DOCUMENTS All of the provisions of any solidification of documents including, but not limited to, the Advertisement for Bids and Scope of Work which were utilized in conjunction with this Contract are hereby expressly incorporated by reference. Otherwise, this Contract represents the entire and integrated agreement between Home Forward and CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. This Contract may be amended only by written instrument signed by both Home Forward and CONTRACTOR. The law of the state of Oregon shall govern the construction and interpretation of this Contract. ARTICLE X: ASSIGNMENT CONTRACTOR shall not assign any rights or obligations under or arising from this Contract without prior written consent from Home Forward, which consent shall not be unreasonable withheld, conditioned, or delayed. ARTICLE XI: WORK FOR HIRE Home Forward shall be the exclusive owner of all right, title, and interest, including without limitation all copyrights, trademarks, patents, trade secret and other intellectual property or proprietary rights, in and to anything that is produced, conceived or developed by CONTRACTOR in the course of performing services for Home Forward under this Agreement, including, without limitation, any and all reports, analyses, studies, documentation, notes, drawings, computer programs (source code, object code and listings), related documentation, inventions, creations, and any other material or work product (collectively, "Work Product"). CONTRACTOR shall take all action reasonably requested by Home Forward to vest ownership of Work Product in Home Forward and to permit Home Forward to obtain copyright, trademark, patent, or similar protection in Home Forward s name. CONTRACTOR appoints Home Forward as its agent and attorney-in-fact for the following limited purposes: (a) to take any action to obtain patents, copyrights, or other kinds of legal protection in the Work Product; (b) to assign those rights to Home Forward; and (c) to protect those rights from infringement. This appointment and power of attorney are irrevocable. Any action taken by Home Forward under this power of attorney will have the same legal effect as if Contractor did it itself. To the extent CONTRACTOR has incorporated materials in which it has pre-existing proprietary rights in any of the Work Product ( Pre-Existing IP ); CONTRACTOR must identify such Pre-existing IP in the Statement of Work. All right, title, and interest in and to any programs, systems, data and materials furnished to CONTRACTOR by Home Forward are and shall remain the property of Home Forward except those programs, systems, data, or materials originally furnished by CONTRACTOR to Home Forward under separate license agreements. Home Forward and CONTRACTOR agree that all Work Product shall be deemed a "work-made-for-hire" as that term is defined in Section 101 of the United States Copyright Act. As such, all copyrights in and to Work Product shall be the sole and exclusive property of Home Forward from the inception of their creation in tangible form. To avoid any dispute regarding ownership of Word Product, CONTRACTOR hereby irrevocably assigns to Home Forward all right, title and interest, including all copyrights, trademarks, patents, trade secrets and other intellectual property or proprietary rights, in and to the Work Product

6 During and after the term of this Agreement, CONTRACTOR will assist Home Forward in every reasonable way, at Home Forward's expense, to secure, maintain and defend for Home Forward's benefit all copyrights, patent rights, trademarks, trade secret rights and other proprietary rights in and to the Work Product. To the extent that CONTRACTOR has property rights that are incorporated in or necessary to the use of any Work Product, CONTRACTOR grants Home Forward, and its agents and contractors, a royalty-free, irrevocable, worldwide, non-exclusive license to use, disclose, reproduce, modify, license and distribute such Work Product. Upon termination of this Agreement, or upon any earlier request of Home Forward, the Work Product and all copies thereof shall be provided to Home Forward. ARTICLE XII: CONFLICT OF INTEREST No Home Forward board member, officer, employee, or agent shall have any direct or indirect interest in this contract or its proceeds. No Home Forward board member, officer, employee, or agent shall solicit or accept, and Contractor shall not offer or give to any Home Forward board member, officer, employee, or agent, any gratuities, favors, or anything of monetary value in connection with this contract. ARTICLE XIII: RECORDS CONTRACTOR shall maintain a complete set of records relating to this contract, in accordance with generally accepted accounting procedures. CONTRACTOR shall permit Home Forward and any authorized representatives or affiliates to inspect and audit all work, accounts, and other data and records of CONTRACTOR relating to its performance under this contract until the expiration of three years after final payment under this contract

7 Rider to Goods and Services Agreement Garbage and Recycling Services 1. WASTE MATERIALS: The waste materials to be collected and disposed of by Contractor pursuant to this Agreement consist of all solid waste (including recyclable materials) generated or collected by Home Forward at the locations specified herein (the Waste Materials ); provided, however, that the term Waste Materials specifically excludes and Home Forward agrees not to deposit in Contractor's equipment or place for collection by Contractor any radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or hazardous material as defined by applicable federal, state or local laws or regulations ( Excluded Waste ). Home Forward agrees to comply with any description of and/or procedures with respect to removal of contaminants or preparation of recyclable materials as reasonably requested by Contractor. In the event that any recyclable materials furnished to Contractor by Home Forward are, due to presence of contaminants, rejected by a recycling facility or otherwise are determined by Contractor not to be resalable or to have a reduced resale value, Contractor may, in addition to its other remedies, require Home Forward to pay Contractor, as liquidated damages and not as a penalty, the reasonable and actual charges incurred by Contractor (plus reasonable overhead and profit) for hauling, processing and/or disposal of such materials and for the reduction in resale value of such materials; except that such liquidated damages shall be limited to the contract price paid to Contractor for hauling, processing and disposing of recyclable materials. Contractor shall deliver properly prepared recyclable materials furnished to Contractor by Home Forward to a recycling facility owned and/or operated by Contractor or an affiliate of Contractor or a third party that Contractor understands will recycle the materials ( Third Party Facility ); provided, however, that Contractor shall not be responsible for and has not made any representation to Home Forward regarding the ultimate recycling of such recyclable materials by a Third Party Facility. Rejection of recyclable materials delivered to a facility owned and/or operated by Contractor or an affiliate of Contractor must be reasonable and based on the good faith of Contractor. 2. TITLE: Contractor shall acquire title to the Waste Materials when they are loaded into Contractor's truck. Title to and liability for any Excluded Waste shall remain with Home Forward and Home Forward expressly agrees to assume all liability for any and all damages, penalties, fines, liabilities and costs (including reasonable attorneys' fees) resulting from or arising out of Home Forward s deposit of Excluded Waste in Contractor's trucks, containers or other equipment, except to the extent such liability, damages, penalties, fines, liabilities and costs (including reasonable attorneys' fees) are caused by Contractor. 3. RESPONSIBILITY FOR EQUIPMENT: Any equipment furnished hereunder by Contractor shall remain the property of Contractor and all maintenance of such equipment is the responsibility of Contractor; however, Home Forward acknowledges that it has care, custody and control of the equipment while at Home Forward's location and accepts responsibility for all loss or damage to the equipment caused by Home Forward s negligence (except for normal wear and tear or to the extent caused by Contractor), limited to the actual cost of replacement of such equipment. Home Forward agrees not to overload (by weight or volume), unnecessarily move or alter the equipment, and shall use the equipment only for its proper and intended purpose. Home Forward agrees to assume liability for all claims, damages, suits, penalties, fines, liabilities and costs (including reasonable attorneys' fees) for injury or death to persons or loss or damage to property arising out an incident of fire as a result of Home Forward's use of the equipment, except to the extent such claims, damages, suits, penalties, fines, liabilities, or costs are caused by Contractor. Home Forward agrees to provide unobstructed access to the equipment on the scheduled collection day. If the equipment is inaccessible so that the regularly scheduled pick-up cannot be made, or if the equipment is overloaded by weight or volume, Contractor will promptly notify Home Forward by telephone and afford Home Forward a reasonable opportunity to provide the required access and/or correct the overload situation; however, Contractor reserves the right to charge an additional fee for such inaccessibility or overload and/or delay or any additional collection service required by Home Forward's failure to provide such access and/or overloaded equipment. In such event, Contractor shall not be entitled to charge an additional fee unless Contractor delivers photographic evidence that access was not provided. The word equipment as used in this Agreement shall mean all containers used for the storage of Waste Materials, and such other on-site devices as may be specified herein or provided in relation hereto. 4. DAMAGE TO PAVEMENT: Home Forward warrants that Home Forward's pavement, curbing or other driving surface or any right of way reasonably necessary for Contractor to provide the services described herein are sufficient to bear the weight of all of Contractor's equipment and vehicles reasonably required to perform such services. Contractor will not be responsible for damage to any such pavement, curbing, driving surface or right of way except in the event of negligent operation of equipment and/or vehicles by Contractor. Except as provided in the preceding sentence, Home Forward agrees to assume all liabilities for any such damage, which results from the weight of Contractor's vehicles providing service at Home Forward's location. { DOC.3}

8 5. BREACH, SUSPENSION AND TERMINATION FOR CAUSE: If during the Term of this Agreement either party shall be in breach of any provision of this Agreement, the other party may suspend its performance hereunder until such breach has been cured or terminate this Agreement; provided, however, that no termination or suspension of this Agreement shall be effective until the complaining party has given written notice of such breach to the breaching party and the breaching party has failed to cure such breach within ten (10) days after its receipt of such notice. Upon any such failure to cure, the complaining party may terminate or suspend this Agreement by giving the breaching party written notice of such termination or suspension, which shall become effective upon receipt of such notice. 6. COSTS: Compensation for services rendered is based on monthly rates for each property being serviced established at contract commencement See Exhibit A. These initial monthly rates will not be increased for the first 18 months of the contract term. Modifications to the initial rates beyond the first 18 months will be based on the average of the increases approved by the City of Portland for the residential franchise program. Specifically, the rate increase will be equivalent to the average percentage rate increase established by the City of Portland for Smallplexes (2-4 units), single container service measured from contract commencement. For example, if the rate for the shared 60-gallon duplex increases by 5% and the shared 90-gallon triplex increases by 2%, the allowed average percentage rate increase would be 3.5%. The effective date of any rate increase will be the same as the effective date of rate increases established by the City of Portland. reviewed annually and established by Home Forward. The modifications will be based on analysis conducted by the City of Portland s solid waste economist consultant using the following approach: Calculate a weighted inflator using the categories of disposal (based on actual changes in tip fees), fuel (based on actual changes in on-road diesel fuel prices, as reported by the U.S, Energy Information Administration), and all other costs (using the CPI or PPI for the Portland area). The weights would be based on cost shares for these three categories (approximately 25% disposal, 10% fuel, 65% other costs) with the cost shares recalculated each subsequent year after the individual inflators have been applied. 7. CONFLICTING TERMS: The terms in these Riders shall supersede any conflicting terms in any other part of the Agreement. { DOC.3}