2026 Cip and Scrub Seals Addendum 2

Yamhill County, Oregon
Invitation to Bid
2026 CHIP & SCRUB SEAL PROJECT
ADVERTISE MARCH 13, 2026
PW26003CON
Pre-Bid Conference: Refer all questions to:
Not Required Greg Haffner
Engineering Manager
To be held at: 503-434-7365
N/A Haffnerg@Yamhillcounty.gov
BIDS DUE:
MARCH 31, 2026
by
2 PM
at
2060 NE Lafayette Ave

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SECTION A - TABLE OF CONTENTS
A. TABLE OF CONTENTS .............................................................................................................. 2
B. GENERAL BIDDING INFORMATION ......................................................................................... 3
B.1 Project Identification ..................................................................................................... 3
B.2 Anticipated Schedule .................................................................................................... 3
B.3 Pre-Bid Conference ...................................................................................................... 3
B.4 ITB Availability and Addenda ........................................................................................ 3
B.5 Solicitation Law, Rules and Statutes ............................................................................ 4
B.6 Prequalification Requirements ...................................................................................... 4
B.7 Specialized Licensure Required ................................................................................... 4
C. OFFER SUBMITTAL ................................................................................................................... 4
C.1 Price Submittal Form .................................................................................................... 4
C.2 Signature Required....................................................................................................... 4
C.3 Sealed Envelope; Address and Cover Information ...................................................... 4
C.4 First Tier Disclosure Form ............................................................................................ 4
C.5 Bid Security .................................................................................................................. 4
C.6 Offer Withdrawal Prior to Closing ................................................................................. 4
C.7 Forms Required ............................................................................................................ 4
D. OREGON PREVAILING WAGE RATES (BOLI) ......................................................................... 4
E. CLOSING AND OPENING OF BIDS ........................................................................................... 5
E.1 Bid Closing .................................................................................................................... 5
E.2 Bid Opening .................................................................................................................. 5
F. BID/OFFER EVALUATION .......................................................................................................... 5
F.1 Right to Reject .............................................................................................................. 5
F.2 Time for Offer Acceptance ............................................................................................ 5
F.3 Evaluation Criteria ......................................................................................................... 5
F.4 Special Price Evaluation Factors .................................................................................. 5
G. CONTRACT AWARD .................................................................................................................. 5
G.1 Method of Bid Award .................................................................................................... 5
G.2 Intent-to-Award Announcement ................................................................................... 5
H. PROTEST PROCEDURES ......................................................................................................... 6
H.1 Solicitation Protests ...................................................................................................... 6
H.2 Contract Award Protests .............................................................................................. 6
I. INFORMATION TO BE SUBMITTED BY THE APPARENT SUCCESSFUL OFFEROR ............ 6
I.1 Insurance ....................................................................................................................... 7
I.2 Performance and Payment Bonds ................................................................................. 7
I.3 Commencement of Work ............................................................................................... 7
J. CONTRACTUAL PROVISIONS ................................................................................................... 7
J.1 Compliance with State & Federal Law .......................................................................... 7
J.2 Venue, Governing law, and Attorney Fees ................................................................... 8
J.3 Insurance ....................................................................................................................... 9
J.4 Independent Contractor ................................................................................................ 9
J.5 Indemnification .............................................................................................................. 9
J.6 Assignment or Transfer Restricted ................................................................................ 9
J.7 Termination Rights ...................................................................................................... 10
J.8 Records Maintenance; Access .................................................................................... 10
J.9 Foreign Contractor ...................................................................................................... 10
EXHIBITS
Exhibit A: Pricing Submittal Form
Exhibit B: First Tier Disclosure Form
Exhibit C: Certifications & Acknowledgment Form
Exhibit D: Offeror Signature Form
Exhibit E: Sample Contract
Exhibit F: Bond Forms
Exhibit G: Specifications
Exhibit H: Site Plan
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SECTION B - GENERAL BIDDING INFORMATION
Yamhill County (County) invites qualified contractors to respond to the following Invitation to Bid (ITB) for 2026 Chip Seal
Project.
B.1 Project Identification. PW26003Con
B.2 Anticipated Schedule.
CALL FOR BIDS ADVERTISED March 13, 2026
QUESTIONS DUE March 23, 2026
CLARIFICATIONS/ADDENDA March 25, 2026
BID SUBMITTAL DUE March 31, 2026
NOTICE OF INTENT TO AWARD April 2, 2026
DEADLINE TO SUBMIT WRITTEN PROTEST April 9, 2026
CONTRACT AWARD (TENTATIVE) April 16, 2026
CONTRACT SIGNED (TENTATIVE) April 30, 2026
START DATE NOT BEFORE July 6, 2026
COMPLETION DATE September 4, 2026
B.3 Pre-Bid Conference.
There is no pre-bid conference for this project.
B.4 ITB Availability and Addenda
B.4.1 ITB Public Viewing. This Invitation to Bid ("ITB"), including all Exhibits and Addenda, are available at 2060 NE
Lafayette Ave, McMinnville and will not be mailed to prospective Offerors unless requested pursuant to Section B.4.3.
B.4.2 Point of Contact. The single contact point for questions regarding the ITB, forms, Specifications, Plans, bidding
process, change, clarification, the award process, protests and any other issues that may arise, is Greg Haffner at (503-
434-7365) fax (503-472-4068) and e-mail Haffnerg@Yamhillcounty.gov.
B.4.3 Hard Copy Document Fees & Delivery. Offerors may also request hardcopies of the ITB, Addenda, and most
attachments from the Point of Contact listed in Section B.4.2. All costs for these documents and any associated delivery
fees are at Offeror's expense.
B.4.4 Addenda. Any amendments to the original solicitation will be issued as an Addendum and will be available for
viewing at the location provided in Section B.4.1. Offerors may request automatic notifications of any subsequent
Addenda to the ITB through the Point of Contact listed in Section B.4.2. Except to the extent required by public interest,
County shall not issue an Addenda less than 72 hours before the closing date and time unless the Addenda also extends
the closing date and time.
B.4.5 Clarifications, Objections, and Questions. Any Offeror that finds discrepancies in, or omissions from any provision of
the ITB, Plans, or Specifications, or has doubt as to the meaning, shall make a request for clarification or modification in
writing, to the contact point listed in Section B.4.2. To be considered, the request for clarification or modification must be
received by the County at least ten (10) prior to the bid closing. Clarifications, whether verbal or in writing, do not change
the Plans, Specifications, contractual terms, or procurement requirements of this ITB unless a formal ITB Addendum has
been issued by the County.
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B.5 Solicitation Law, Rules and Statutes. This ITB and the resulting contract are governed by Oregon Law and Yamhill
County Code. Specific laws and rules that govern the solicitation process are found in Chapters 279A and 279C of the
Oregon Revised Statues, and Divisions 246 and 249 of the Administrative Rules of the Oregon Department of
Administrative Services, and the Yamhill County Code, Volume 3, Subtitle 2, Public Contracting Rules and Regulations.
The ITB and resulting contract may be subject to other laws and rules. Offerors should obtain and become acquainted
with the applicable provisions of the above laws and rules. Copies may be obtained as follows:
SECTION C - OFFER SUBMITTAL
C.1 Price Submittal Form. Offerors shall enter pricing and other required information for all bid items listed in Exhibit A,
Price Submittal Form. If the Price Submittal Form is replaced via an Addendum, Offerors shall use the amended form to
provide pricing and other required information. Failure to supply the required information in the Pricing Submittal Form or
subsequent Addenda, if any, may result in bid rejection as non-responsive.
C.2 Signature Required. OFFER SUBMITTED BY OFFEROR MUST BEAR AN ORIGINAL SIGNATURE. FAILURE TO
SUBMIT AN OFFER BEARING AN ORIGINAL SIGNATURE WILL RESULT IN REJECTION OF THE BID.
C.3 Sealed Envelope; Address and Cover Information. Offers shall be submitted in sealed packages or envelopes. To
ensure proper identification and handling, all packages and envelopes shall be clearly marked as follows:
ITB Number
Closing Date & Time
2060 NE Lafayette Ave, McMinnville OR 97128
C.4 First Tier Subcontractor Disclosure Form. The First Tier Subcontractor Disclosure Form must be submitted either
with the bid submission or within two (2) working hours after the closing. Failure to comply with this requirement shall
result in rejection of the offer as non-responsive. Additional information can be found within Exhibit B, First Tier
Subcontractor Disclosure Form.
C.6 Offer Withdrawal Prior to Closing. Offers may be withdrawn in writing when submitted on Offeror's letterhead,
signed by an authorized representative, and received by the County prior to closing. Offer withdrawals submitted in writing
must be labeled as such and contain the ITB number. Offers may also be withdrawn in person before closing upon
presentation of appropriate identification and evidence of authorization to act for Offeror. Signature confirmation of
withdrawal may also be required. Offerors may not modify offers after closing.
C.7 Forms Required. The following forms must be submitted prior to closing:
* Price Submittal Form, Exhibit A
* First Tier Disclosure Form, Exhibit B
* Certifications & Acknowledgement Form, Exhibit C
* Offeror Signature Form, Exhibit D
SECTION D - OREGON PREVAILING WAGE RATES (BOLI)
D.1 The contractor and all subcontractors shall comply with the provisions of ORS 279C.800 through 279C.870 relative to
Prevailing Wage Rates. No Offer shall be received or considered by the County unless the Offeror agrees to be bound by
and comply with the provisions of 279C.838, 279C.840 (or 40 U.S.C. 3141 to 3148 where applicable.) Before starting
work the contractor shall file with the Construction Contractors Board, and maintain in full force and effect, the separate
public works bond required by ORS 279C.836 and OAR 839-025-0015, unless otherwise exempt under those provisions.
The contractor shall also include in every subcontract a provision requiring the subcontractor to have a public works bond
filed with the Construction Contractors Board before starting work, unless otherwise exempt, and shall verify that the
Subcontractor has filed a public works bond before permitting the Subcontractor to start work.
D.2 This ITB and the resulting contract are subject to the following Bureau of Labor and Industries (BOLI) wage
requirements and the prevailing wages rates set forth in the following booklet, as amended, which is incorporated herein
by reference with the same force and effect as though fully set forth herein, and is available at the following web link:
Prevailing Wage Rates for Public Works Contracts in Oregon issued January 5th, 2025.
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Prevailing Wage Rates Apprenticeship Rates issued January 5th, 2026.
These BOLI wage rates are available on line at:
http://egov.oregon.gov/BOLI/WHD/PWR/pwr_book.shtml
D.3 The work will take place in Yamhill County, on various roads.
SECTION E - CLOSING AND OPENING OF BIDS
E.1 Bid Closing. Bids must be received and date/time stamped at 2060 NE Lafayette Ave, McMinnville Or by the closing
date/time. Bids will not be accepted after the closing date/time as stated on page one (1) of this ITB, or as may be
extended by any subsequently issued Addenda. Facsimile offers will not be allowed or accepted. Failure to comply with
this requirement will result in rejection of the offer as non-responsive.
E.2 Bid Opening. Bids will be publicly opened and read at the bid opening at the closing date/time specified on page one
(1) of the ITB, at 2060 NE Lafayette Ave, McMinnville Or. Only the name of the Offeror(s) and the total cost will be read at
the bid opening. It is optional for Offerors to attend the bid opening. Award decisions will not be made at the bid opening.
SECTION F - BID/OFFER EVALUATION
F.1 Right to Reject. The County may reject all offers for good cause upon its finding that it is in the public interest to do
so. Additionally, the County may reject a particular offer for any of the reasons listed under YCC 3.20.049.0440.
F.2 Time for Offer Acceptance. An Offeror's offer is a firm offer, irrevocable, valid and binding on the Offeror for not less
than thirty (30) calendar days from the closing date.
F.3 Evaluation Criteria.
F.3.1 Responsiveness. For its bid to be considered responsive, the Offeror must substantially comply in all material
respects with applicable solicitation procedures and requirements and the solicitation documents. In making such
evaluation, Public Works may waive minor informalities and irregularities.
F.3.2 Responsibility. Prior to award of a contract, the County will evaluate whether the apparent successful Offeror meets
the applicable standards of responsibility identified in ORS 279C.375(3) and YCC 3.20.049.0390. In doing so, the County
may investigate Offeror and request information in addition to that already required in the ITB, when the County, in its sole
discretion, considers it necessary or advisable.
F.3.3 Oregon Preference. Awards shall be subject to preference for products produced or manufactured in Oregon. In
determining the lowest Responsive Bid, the County will, in accordance with YCC 3.20.046.0310, add a percentage
increase to the Bid of a nonresident Bidder equal to the percentage, if any, of the preference given to that Bidder in the
state in which the Bidder resides. (YCC 3.20.046.0300 - 3.20.046.0330)
F.3.4 CCB Requirements. Offerors shall be licensed with the State of Oregon Construction Contractors Board (CCB) prior
to bidding on Public Improvement Contracts. FAILURE TO COMPLY WITH THIS REQUIREMENT SHALL RESULT IN
BID REJECTION. All subcontractors participating in the project shall be similarly registered with the Construction
Contractors Board at the time they propose to engage in subcontract work. The CCB registration requirements apply to all
public works contracts unless superseded by federal law.
SECTION G - CONTRACT AWARD
G.1 Method of Bid Award. Award will be made to the responsible Offeror submitting the lowest total responsive bid for
the items listed. The County reserves the right to award any or all items listed, and to reject all bids.
G.2 Intent-To-Award Announcement. The County reserves the right to announce its intent to award prior to formal
contract award by letter or fax ("Intent-to-Award Announcement"). The Intent-to-Award Announcement shall serve as
notice to all Offerors that the County intends to make an award.
G.3 Sample Contract. In addition to those contractual requirements provided in Section J, the awarded Offeror shall be
required to abide by the terms and conditions as outlined in the Sample Contract, attached hereto as Exhibit E. Any
exceptions to the language found therein must be submitted to the County prior to submitting an offer.
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SECTION H - PROTEST PROCEDURES
H.1 Solicitation Protests.
H.1.1 Solicitation Protest Generally. An Offeror may protest specifications and/or contract terms and conditions of this ITB
pursuant to YCC 3.20.049.0260.
H.1.2 Solicitation Protest Deadline. An Offeror must deliver a written protest on the Specifications or Contract terms
and/or conditions matters to the POC provided in Section B.4.2 not less than ten (10) days prior to closing. The County is
not required to consider an Offeror's request for change or protest after the deadline established for submitting such
request or protest.
H.1.3 Solicitation Protest Content. An Offeror's written protest shall include:
* A detailed statement of the legal and factual grounds for the protest;
* A description of the resulting prejudice to the Offeror; and
* A statement of the desired changes to the Contract terms and conditions, including any Specifications.
H.1.4 County's Response. The County shall provide notice to the applicable protester if it entirely rejects a protest. If the
County agrees with the protester's request or protest, in whole or in part, the County shall either issue an addendum
reflecting its determination or cancel the solicitation pursuant to YCC 3.20.049.0270.
H.2 Contract Award Protests.
H.2.1 Contract Award Protests Generally. An adversely affected or aggrieved Offeror may submit to the County a written
protest of a contract award pursuant to YCC 3.20.049.0450. In order to be an adversely affected or aggrieved Offeror, the
Offeror must claim to be eligible for award of the contract as the responsible Offeror submitting the lowest responsive
Offeror and that any and all lower Offerors are ineligible to receive a contract award. An actual Offeror who is adversely
affected or aggrieved by the award of the contract to another Offeror may protest the award, in writing, within the timeline
established herein. The written protest shall state the grounds upon which the protest is based. No protest of award shall
be considered after the deadline established in Section H.2.
H.2.2 Contract Award Protest Deadline. Adversely-affected or aggrieved Offerors shall have seven (7) calendar days from
the date of the Intent-to-Award Announcement within which to file a written protest. Protests submitted after that date will
not be considered. Protests must specify the grounds upon which the protest is based and must be addressed to the POC
provided in Section B.4.2.
H.2.3 Response to Contract Award Protests. The County will respond in writing to intent-to-award protests submitted by
adversely-affected or aggrieved Offerors. The County may also respond to protests submitted by other Offerors for
purposes of clarification. However, any response provided by the County is not intended to, and shall not in and of itself
constitute, confirmation that the Offeror is, in fact, adversely affected or aggrieved, and therefore entitled to protest an
intent to award, or that the protest was timely filed.
H.2.4 Contract Award upon Protest Period Expiration. After expiration of the seven (7) calendar-day protest period, and
resolution of all protests, the County will proceed with final award. (If the County receives only one bid, the County may
dispense with the protest period and proceed with award of a contract.)
SECTION I - INFORMATION TO BE SUBMITTED BY THE APPARENT SUCCESSFUL OFFEROR
I.1 Insurance. The apparent successful Offeror shall provide all required proofs of insurance to the County within 30
calendar days of notification of intent to award. Failure to present the required documents within the 30 calendar-day
period may result in offer rejection. Offerors are encouraged to consult their insurance agent(s) about the insurance
requirements as identified in Section J, Contract Provisions, prior to offer submission.
I.2 Performance Bond and Payment Bond. The successful Offeror shall be required to furnish a Performance Bond and
a Payment Bond each in the total amount (100%) of the awarded contract, executed in favor of Yamhill County, to ensure
faithful performance of the contract and payment for services and goods.
The County's Performance Bond and Payment Bond forms are found in Exhibit E.
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The apparent successful Offeror shall provide all required bonding to the County within 14 calendar days of notification of
award. Failure to present the required documents within 14 calendar days may be grounds for award disqualification.
I.3 Commencement of Work. The contractor shall not commence work under the contract until the Notice to Proceed has
been issued.
SECTION J - CONTRACTUAL PROVISIONS (NON-INCLUSIVE)
J.1 Compliance with State and Federal Law. The contractor shall comply with all federal, state and local laws, codes,
regulations and ordinances applicable to the provision of goods and/or services under this Contract, including, without
limitation, the provisions of ORS 279B.225 through 279B.235 and the provisions of: (i) Title VI of the Civil Rights Act of
1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 (Pub L No 101- 336),
ORS 659.425, and all amendments of and regulations and administrative rules established pursuant to those laws; and
(iv) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.
J.1.1 The contractor shall make payment promptly, as due, to all persons supplying to the contractor labor or material for
the performance of the work provided for in this contract. ORS 279C.505(1)(a).
J.1.2 The contractor shall pay all contributions or amounts due the Industrial Accident Fund from the contractor or
subcontractor incurred in the performance of this contract. ORS 279C.505(1)(b).
J.1.3 The contractor shall not permit any lien or claim to be filed or prosecuted against the state or a county, school
district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished. ORS
279C.505(1)(c)
J.1.4 The contractor shall pay to the Department of Revenue all sums withheld from employees under ORS 316.617.
J.1.5 The contractor shall demonstrate that an employee drug-testing program is in place. ORS 279C.505(2).
J.1.6 The contractor shall salvage or recycle construction and demolition debris if feasible and cost effective. In contracts
for lawn and landscape maintenance, the contractor shall compost or mulch yard waste material at an approved site if
feasible and cost-effective. ORS 279C.510(1)-(2).
J.1.7 The contractor shall promptly pay, as due, all persons supplying labor and services furnished to the contractor or a
subcontractor by any person in connection with this contract as the claim becomes due. If the contractor fails to pay any
such claim, the County may pay the claim and charge the payment against the funds due or to become due the contractor
by reason of the contract, pursuant to ORS 279C.515(1).
J.1.8 If the contractor or first-tier subcontractor fails, neglects, or refuses to make payment to a person furnishing labor or
materials in connection with the public contract for a public improvement within 30 days after receipt of payment from the
County, the contractor or first tier subcontractor shall owe the person the amount dues plus interest commencing at the
end of the 10 day period that payment is due under ORS 279C.580 and ending upon final payment, unless payment is
subject to a good faith dispute as defined in ORS 279C.580.
J.1.9 The contractor shall make payment to any person furnish labor or materials in connection with this contract within 30
days after receipt of payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall
owe the person the amount due plus interest charges commencing at the end of the 10-day period that payment is due
under ORS 279C.580(4) and ending upon final payment, unless payment is subject to a good faith dispute as defined in
ORS 279C.580. The rate of interest charged to the contractor or first-tier subcontractor on the amount due shall equal
three times the discount rate on 90-day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve
district that includes Oregon on the date that is 30 days after the date when payment was received from the contracting
agency or from the contractor, but the rate of interest may not exceed30 percent. The amount of interest may not be
waived. ORS 279C.515(2).
J.1.10 The contractor shall make payment to any person furnishing labor or materials in connection with this contract, the
person may file a complaint with the Construction Contractors Board, unless payment is subject to a good faith dispute as
defined in ORS 279C.580. ORS 279C.515(3).
J.1.11 No person may be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases
of necessity, emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts
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for personal services as defined in ORS 279C.100. The employee shall be paid at least time and a half pay as provided
for in ORS 279C.520.
J.1.12 The contractor shall comply with all applicable provisions of federal, state or local statutes, ordinances and
regulations dealing with the prevention of environmental pollution and the preservation of natural resources that affect the
work under the contract. ORS 279C.525.
J.1.13 The contractor shall pay promptly, as due, any payment to any person, co-partnership, association or corporation
furnishing medical, surgical and hospital care services or the needed care and attention, incident to sickness or injury, to
the employees of the contract, of all sums that the contractor agrees to pay for the services and all moneys and sums that
the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose
of providing or paying for the services, pursuant to ORS 279C.530(1).
J.1.14 If the contractor is a subject employer, the contractor shall comply with ORS 656.017. ORS 279C.530(2).
J.1.15 The contractor shall comply with maximum hours of work, holidays and overtime per ORS 279C.540 and time limit
on claims for overtime per ORS 279C.545.
J.1.16 The contractor shall comply with ORS 279C.550 through 570 regarding withholding of retainage. The withholding of
retainage by a contractor or subcontractor shall be in accordance with ORS 701.420 and 701.430.
J.1.17 The contractor shall comply with ORS 279C.570 regarding prompt payment, progress payments and rate of
interest.
J.1.18 The contractor shall include in each subcontract for property or services entered into by the contractor and a first-
tier subcontractor, including a material supplier, for the purposed of performing a construction contract: a payment clause
that obligates the contractor to pay the first-tier subcontractor for satisfactory performance under its subcontract within 10
days out of such amounts as are paid to the contractor by the contracting agency under the contract; and an interest
penalty clause that obligates the contractor, if payment is not made within 30 days after receipt of payment from the
contracting agency, to pay to the first-tier subcontractor an interest penalty on amounts due in the case of each payment
not made in accordance with the payment clause included in the subcontract. These clauses must also be included in
each of the contractor's subcontracts and in each of the first-tier subcontractor's subcontracts and each of the first-tier
subcontractor's, subcontractors shall include these clauses in their subcontracts with each lower-tier subcontractor or
supplier. ORS 279C.580.
J.1.19 The contractor shall comply with ORS 279C.605 regarding Notice of Claim.
J.1.20 The contractor shall comply with all Prevailing Wage Rate regulations, ORS 279C.800 through ORS 279C.870 and
OAR 839-025.
J.1.21 The contractor shall pay contract and subcontract workers not less than the specified minimum hourly rate of wage
in accordance with ORS 279C.838. ORS 279C.830(1)(c).
J.1.22 A fee is required to be paid to the Commissioner of the Bureau of Labor and Industries as provided in ORS
279C.825. This fee shall be paid to the commissioner under the administrative rule of the commissioner. ORS
279C.830(2). This fee shall be paid by Yamhill County.
J.1.23 The contractor is required to have a public works bond filed with the Construction Contractors Board before starting
work on the project, unless exempt under ORS 279C.836(7) or (8), and will include in every subcontract a provision
requiring the subcontractor to have a public works bond filed with the Construction Contractors Board before starting work
on the project, unless exempt under ORS 279C.836(7) or (8). ORS 279C.830(3)(a)(b).
J.1.24 The contractor shall certify that all subcontractors performing work described in ORS 701.005(2) will be registered
with the Construction Contractors Board or licensed by the State Landscape Contractors Board in accordance with ORS
701.035 to 701.055 before the subcontractors commence work under the contract.
J.2 Governing Law, Jurisdiction, Venue, & Attorney Fees. This Contract shall be governed and construed in
accordance with the laws of the State of Oregon, without resort to any jurisdiction's conflict of laws rules or doctrines. Any
claim, action, suit, or proceeding (collectively, "the claim") between the County (and/or any other agency or department of
Yamhill County) and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and
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exclusively within the Circuit Court of Yamhill County for the State of Oregon. Provided, however, if the claim must be
brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District
Court for the District of Oregon. The Contractor hereby consents to the in personam jurisdiction of said courts. Each party
shall be responsible for the party's attorney fees, costs and disbursements at all times including appeals.
J.3 Insurance.
J.3.1 General Liability. The contractor shall obtain and at all times keep in effect, commercial general liability insurance
covering activities and operations of the contractor. Commercial general liability shall cover bodily injury, death, and
property damage, and shall include personal injury liability, products and completed operation insurance. Such liability
insurance, whatever the form, shall carry at least liability coverage sufficient to meet the following requirements:
(1) $2,000,000 to any single claimant arising out of a single accident or occurrence; and
(2) $4,000,000 to all claimants, for any number of claims arising out of a single accident or occurrence.
J.3.2 Automobile Insurance. The contractor shall maintain automobile liability insurance covering all owned, non-owned
and hired vehicles used in the performance of services under the contract. This coverage may be written in combination
with the Commercial General Liability Insurance (with separate limits for "Commercial General Liability" and "Automobile
Liability"). Such liability insurance, whatever the form, shall carry at least liability coverage sufficient to meet the following
requirements:
(1) $2,000,000 to any single claimant arising out of a single accident or occurrence; and
(2) $4,000,000 to all claimants, for any number of claims arising out of a single accident or occurrence.
J.3.3 Workers' Compensation. The contractor may employ workers, and if the contractor employs workers, the contractor
shall obtain and at all time keep in effect Workers' Compensation insurance, with coverage limits sufficient to meet the
requirements of Oregon law. Contractors who are not subject workers under ORS 656.027 who will provide services
under the contract agree to either elect workers' compensation coverage under ORS 656.128 or specifically release the
County of any and all claims that would be covered by the Workers' Compensation Laws of the state of Oregon if the
contractor was a subject worker under ORS 656.027.
J.4 Independent Contractor. The contractor is an independent contractor and not an employee of or agent of the
County. The County shall not be responsible for any claims, demands or causes of action of any kind or character arising
in favor of any person, on account of personal injuries, or death, or damage to property occurring, growing out of, incident
to, or resulting directly or indirectly from the operations or activities of the contractor.
J.5 Indemnification. To the fullest extent permitted by law, and in accordance with Article XI, Section 10, of the Oregon
Constitution and the Oregon Tort Claims Act, the contractor shall indemnify, defend, save, and hold harmless (with
counsel of the County's choice) the County and its officers, employees and agents from and against all claims, suits,
actions, liabilities, damages, losses, or expenses, including attorney fees, arising out of the acts or omissions of the
contractor, its officers, agents, or employees performing under the contract. The 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 the contract.
J.5.1 Environmental Contamination. The contractor will be held responsible for and shall indemnify, defend (with counsel
of the County's choice) and hold harmless the County 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 handling during the performance of the contract which
occur as a result of, or are contributed to, 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.
J.5.2 Granting of Authority Required. Neither the contractor nor any attorney engaged by the contractor shall defend the
claim in the name of the County or any department or office of the County, nor purport to act as legal representative of the
County or any of its departments or offices without first receiving from the County's legal counsel authority to act as legal
counsel for the County, nor shall the contractor settle any claim on behalf of the County without the approval of the
County's legal counsel. The County may, at its election and expense, assume its own defense and settlement.
J.6 Assignment or Transfer Restricted. Unless otherwise provided in the contract, the contractor shall not assign, sell,
dispose of, or transfer rights, nor delegate duties under the contract, either in whole or in part, without the County's prior
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written consent. Unless otherwise agreed by the County in writing, such consent shall not relieve the contractor of any
obligations under the contract. Any assignee or transferee shall be considered the agent of the contractor and be bound to
abide by all provisions of the contract. If the County consents in writing to an assignment, sale, disposal or transfer of the
contractor's rights or delegation of the contractor's duties, the contractor and its surety, if any, shall remain liable to the
County for complete performance of the contract as if no such assignment, sale, disposal, transfer or delegation had
occurred unless the County otherwise agrees in writing.
J.7 Termination Rights
J.7.1 Termination for Convenience. The County may terminate the contract in whole or in part whenever the County
determines that termination of the contract is in the best interest of the County. The County will provide the contractor with
written notice of a termination for convenience at least thirty (30) calendar days before the intended termination date. After
such notice, the contractor shall provide the County with immediate and peaceful possession of the project site. Such
termination shall be without liability or penalty, and in no circumstance shall Contractor be entitled to lost profits for Work
not performed due to termination. No termination for convenience shall prejudice any obligations or liabilities of either
party already accrued prior to the effective date of termination.
J.7.2 Termination for Cause. The County may immediately terminate the contract without liability or penalty for either of
the following causes by the mailing of written notice to the contractor at contractor's address given above, specifying the
cause:
* The contractor breaches any of the provisions of the contract. The contractor shall be liable for any and all
damages suffered by the County as the result of the contractor's breach of Contract, including, but not limited to,
incidental and consequential damages, as provided in ORS 72.7110 to 72.7170;
o In the event of breach for unsatisfactory performance or nonperformance, the Yamhill County Board of
Commissioners is the sole judge of the contractor's unsatisfactory performance or nonperformance.
* The contractor no longer holds all licenses or certificates that are required to perform the services required under
this contract;
* The County lacks lawful funding, appropriations, limitations or other expenditure authority at levels sufficient to
allow the County, in the exercise of its reasonable discretion, to pay for the contractor's services; or
* Federal, state or local laws, regulations or guidelines are modified or interpreted in such a way that either the
services under the contract are prohibited or the County is prohibited from paying for such services from the
planned funding source.
J.7.3 Contractor's Termination for Cause. The contractor may terminate the contract for cause if the County fails to pay
the contractor pursuant to the contract. The contractor may also terminate the contract for cause if the County commits
any material breach or default of any covenant, warranty, obligation, or agreement under this Contract and such breach or
failure is not cured within thirty (30) calendar days after delivery of the contractor's notice, or such longer period as the
contractor may specify in such notice.
J.8 Records Maintenance; Access. The contractor shall maintain all fiscal records relating to this contract in accordance
with generally accepted accounting principles. In addition, the contractor shall maintain any other records pertinent to the
contract in such a manner as to clearly document the contractor's performance hereunder. The contractor acknowledges
and agrees that County, the Oregon Secretary of State's Office, the Federal Government and their duly authorized
representatives shall have access to such fiscal records and all other documents that are pertinent to the contract for the
purpose of performing audits and examinations and making transcripts and excerpts. All such fiscal records and
documents shall be retained by the contractor for a minimum of ten (10) years (except as required longer by law) following
final payment and termination of the contract, or until the conclusion of any audit, controversy or litigation arising out of or
related to the contract, whichever date is later.
J.9 Foreign Contractor. If the contractor is not domiciled in or registered to do business in the State of Oregon, the
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 the contract. The County shall withhold final payment under the
contract until the contractor has met this requirement.
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Last updated Mar-266