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Western Wood Structures ~ C130066 CITY OF TIGARD,OREGON CONTRACT SUMMARY FORM (FORMMUST ACCOMPANFEACH CONTRACT FOR AUTHORIZATION) Contract Tide: Timber Bridge -Jack Park Improvement Number: C.I UL9U Contractor: Western Wood Structures, Inc. Contract Total: $52,800 Contract Overview: City shall purchase a timber bridge,including design, fabrication, and delivery Type: PI Purchase Agreement Start Date: 3/18/13 End Date: 11/30/13 ❑ Personal Service [] Public Improvement LCRB Award: Department: PW/Engineering n IGA Other: Contract Manager:Jeff Peck Quotes/Bids/Proposal: FIRM AMOUNT/SCORE Western Wood Structures $52,800 Bridgewell Resources $104,800 TS Gray Construction $107,988 Account String: Fund-Division-Account Project-Fund-Phase Amount Contract 420-8000-56005 92022-421-140 52,800 eetion Svs. 420-8000-56005 92022-421-140 760- 40v u . Approvals Department Comments: Western Wood Structures, Inc. is the only bidder that met all of the qualifications requested in the informal bid process Department Signature: , @t.S1IV2 Purchasing Comments: 6>V12--"' Purchasing Signature: .41/ � City Manager Comments: City Manager Signature: �� /..A.taktge , _ 3 27 2v,3 After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. vs CITY OF TIGARD,OREGON PURCHASE AGREEMENT FOR TIMBER BRIDGE-DESIGN,FABRICATION,AND DELIVERY JACK PARK IMPROVEMENT PROJECT THIS AGREEMENT made and entered into this 18th day of March 2013 by and between the City of Tigard,a municipal corporation of the State of Oregon,hereinafter called City,and Western Wood Structures,Inc.,hereinafter called Seller. RECITALS WHEREAS, Seller has submitted a bid or proposal to City for the sale of certain goods; and WHEREAS Seller is in the business of selling certain goods and is aware of the purposes for which City will use the goods; and WHEREAS City and Seller wish to enter into a contract under which City shall purchase the goods described in Seller's bid or proposal; THEREFORE,The Parties agree as follows: 1. GOODS TO BE PROVIDED City shall purchase a timber bridge,including design, fabrication,and delivery, from Seller in accordance with: A. The specifications (including any addenda) attached hereto as Exhibit A and incorporated herein by this reference; B. The Seller's proposal dated March 5, 2013, which is accepted by the City and attached hereto as Exhibit B and incorporated by this reference; and C. The City's Standard Terms and Conditions attached hereto as Exhibit C and incorporated by this reference. 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution by the City's Local Contract Review Board and shall expire, unless otherwise terminated or extended, on November 30, 2013. All goods under this Agreement shall be delivered and completed prior to the expiration of this Agreement. 3. COMPENSATION A. City hereby agrees to pay Seller Fifty Two Thousand Eight Hundred and No/100 Dollars ($52,800.00) for the bridge, including shipping and handling. The total purchase price shall be considered payment for all Sellers' obligations described in this agreement. Seller shall invoice City the purchase price upon the delivery of the goods. The City and Contractor may agree upon additional field installation consultation services, as outlined in Exhibit D, after delivery of the bridge where the Seller may provide assistance to the City's chosen general contractor during the erection of the bridge. If the Parties agree the Seller will provide the installation consultation services, such agreement must be made in writing no less than sixty (60) days after bridge delivery. The City shall compensate the Seller at a rate of Seventy Six and No/100 Dollars per hour ($76.00/hour) for such consultation services. The estimated total for such service shall not exceed Seven Hundred Sixty and No/100 Dollars ($760.00). City shall have thirty (30) days after receipt of any invoice in which to make payment. Seller shall be responsible for the payment of all taxes associated with the sale of the goods. City is exempt from the payment of Federal Excise Tax. B. Seller shall promptly advise City of all reasonably available technological advances that are known or become known to Seller while this agreement is in effect which may result in the goods having added value, capacity, or usefulness when used for City's purpose. If Seller intends to provide goods incorporating technological advances and still meeting the specifications and the City's needs at no additional charge, Seller shall provide City with days' notice of the proposed change. The City may require that only goods not incorporating the changes be supplied by providing written notice to seller within 5 days of receiving the notice of the proposed change. Any other changes incorporating technological advances shall only be approved as an amendment to this agreement. C. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. 4. DELIVERY Seller shall deliver the goods no later than July 8, 2013. The City shall send the Seller an executed copy of this Agreement as notice to proceed on the work. Seller agrees to provide goods as specified in Exhibit A. Within 72 hours following delivery, City and Contractor shall fully inspect the goods and shall notify Seller immediately of any damaged items. No language contained in a purchase order, work order, or delivery order shall vary,amend,modify,or add terms or conditions to this Agreement under which the order is placed. 5. INSTALLATION Unless the Specifications (Exhibit A) or the proposal (Exhibit B) require installation by Seller, the City shall install the goods purchased under this agreement. 6. TESTING AND ACCEPTANCE Seller shall test the goods prior to delivery. Seller's tests shall determine whether the goods meet Seller's specifications and are fit for the purpose intended. Acceptance or rejection of the goods purchased shall occur ten (10) days after delivery and inspection by Buyer. Failure to inspect and accept or reject goods shall neither relieve Seller from responsibility for such goods, which do not meet the requirements in this Agreement nor impose liability on Buyer. 7. RISK OF LOSS Risk of loss to goods in shipment (including damage, destruction, theft, or loss) shall be borne by the Seller. Risk of loss shall not pass to Buyer until the goods are delivered to and checked in at the location specified by Buyer. 8. ASSIGNMENT/DELEGATION Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other and any attempted assignment or transfer without the written consent of the other party shall be invalid. 9. SUBMITTING BILLS AND MAKING PAYMENTS All notices and bills shall be made in writing and may be given by personal delivery, mail or fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGARD WESTERN WOOD STRUCTURES,INC Attn: Jeff Peck Attn: Jamie Agidius Address: 13125 SW Hall Boulevard Address: PO BOX 130 Tigard, Oregon 97223 Tualatin OR 97062 Phone: (503) 718-2466 Phone: 503-692-6900 Fax: (503) 684-7297 Fax: 503-692-6434 Email: Jeffp @tigard-or.gov Email: jagidius @westernwoodstructure.com 10. TERMINATION City has the right,in its sole discretion,to terminate without cause or for no cause,to termination this Agreement at any time by giving notice to Seller. If City terminates the contract pursuant to this section, it shall pay Seller for goods shipped by Seller prior to receipt by Seller of the notice of termination. City may deduct the amount of damages,if any, sustained by City due to any breach of contract or warranty by Seller. Damages for breach of contract or warranty shall be those allowed by Oregon law, reasonable and necessary attorney fees, witness fees (expert and non-expert),and other costs of litigation at trial and on appeal. 11. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Seller as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. 12. FORCE MAJEURE Neither City nor Seller shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subseller or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 13. NON-DISCRIMINATION Seller agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Seller also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. 14. WARRANTY AGAINST DEFECTS Seller warrants that the goods shall remain free of defects in material and workmanship for a period of one (1) year commencing the date of City's acceptance. Such defects shall include any failure of the goods to meet Seller's specifications or the description contained in Seller's product literature. If within the warranty period City discovers such a defect, Seller shall repair or replace the defective item or component free of charge. If after three attempts Seller is unable to eliminate a defect, or if Seller does not commence the • warranty work within the time allowed in this paragraph, City shall have the right to return the defective item or component and, at City's option, either obtain a full refund of the purchase price of the goods or obtain a refund,in an amount to be agreed upon by the parties, of the portion of the purchase price of the goods that is allocable to the defective item or component. Seller shall commence all warranty work within 48 hours of receiving notice of the warranty claim. All warranty work shall be performed at City's facilities unless otherwise agreed by the parties. If warranty work is performed at Seller's facilities, Seller shall pay all shipping costs, including the cost of return shipment. This warranty shall apply to all repair parts furnished by Seller and all repairs performed by Seller. 15. INTELLECTUAL PROPERTY WARRANTY Seller warrants that none of the goods, the use thereof or any of the applications, processes or designs employed in the manufacture thereof infringes the valid claims of any letter patent, patent application, copyright, trade secret or any other property right of any third party. If as a result of any suit or proceeding alleging an infringement of any of the foregoing property rights City's use of the equipment is enjoined, Seller shall at no cost to City either obtain for City a license to use the goods or modify the goods so as to avoid the infringement without any degradation in performance. If Seller cannot obtain such a license and cannot so modify the equipment, Seller shall promptly refund to City the purchase price, less a reasonable amount for depreciation. 16. MAINTENANCE SERVICES Unless otherwise provided in the Specifications (Exhibit A) or the Proposal (Exhibit B), the City shall have the right to maintain the goods purchased under this Agreement. Repairs or replacement of parts by the City or its agents or maintenance contractors shall not alter or void any warranties for equipment or goods purchased under this contract. 17. ASSIGNMENT OF MANUFACTURER'S WARRANTIES Seller hereby assigns all warranties of the manufacturers of components of the goods to City to the extent such warranties are assignable. In the event Seller must obtain the consent of the manufacturer or take other action before any such warranties are assignable, Seller shall do so prior to delivery. 18. INDEMNITY/HOLD HARMLESS Seller shall defend, indemnify and hold harmless City, City's officers, employees, agents and representatives from and against all liability, claims, demands, judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the investigation and defense thereof, of whatever nature, resulting from or arising out of the activities of the Seller or its subsellers, agents, or employees under this contract, except,however, that the foregoing shall not apply to liability that arises out of City's negligence. 19. INSURANCE Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder,including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor and its subcontractor shall provide at least the following limits and coverages: A. Commercial General Liability Insurance: If Seller will be installing or testing the goods, or otherwise performing services on City's premises, Seller shall provide a certificate indicating that Seller has commercial general liability insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance. Coverage will include $2,000,000 per occurrence and $4,000,000 general annual aggregate. Said insurance shall name City as an additional insured. If Seller hires a subseller to perform services on City's premises, Seller shall ensure that Seller's subseller complies with this paragraph. B. Business Automobile Liability Insurance: If Seller will be delivering the goods, Seller shall provide City a certificate indicating that Seller has business automobile liability coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $2,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Seller hires a carrier to make delivery, Seller shall ensure that said carrier complies with this paragraph. C. Workers' Compensation Insurance: The Seller,its subsellers, if any, and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656.126. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Sellers who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. D. Certificates of Insurance: As evidence of the insurance coverage required by the contract, the Seller shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. 20. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including witness fees (expert and non-expert),attorney's fees and court costs on appeal. 21. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Seller shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subsellers and income tax withholding contained in ORS Chapter 279, the provisions of which are hereby made a part of this agreement. 22. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract,this instrument shall control and nothing herein shall be considered as an acceptance of the terms of proposal conflicting herewith. 23. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 24. COMPLETE AGREEMENT This Agreement, including the exhibits, is intended both as a final expression of the Agreement between the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibit, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and any other exhibit, Exhibit A shall control. In the event of an inconsistency between Exhibit C and Exhibit B,Exhibit B shall control. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. No waiver, consent,modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver,consent,modification,or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Seller, by the signature of its authorized representative, hereby acknowledges that Seller has read this Agreement,understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Seller has executed this Agreement on the date hereinabove first written. CITY OF TIGARD WESTERN WOO ST UCTURES,INC By: Authorized City Representative By:Authorized Co tractor Representative g/2-b/2 O 424 t t3 Date Date EXHIBIT A GOODS TO BE PROVIDED Contractor shall supply a completely prefabricated custom bridge package. The bridge shall have 6 feet of walkway width (inside clearance) and be 115 feet long. It shall be a pony truss style bridge with glulam beams. Railings shall be 42"high with simple, horizontal wood guardrail members. The bridge is to have treated wood decking with a tightly rough sawn finish. Hardware shall include all materials required to connect the bridge together and to the footings. The bridge shall be designed for a live load of 100 PSF. Qualifications: • The supplier must be a company specializing in the design and fabrication of timber bridges with a minimum of five (5) years documented experience. • Documentation of this experience must be submitted with your quote. • Shop Drawings and Calculations are to be stamped by a registered professional engineer in the State of Oregon. General: • Abutments for the bridge shall be designed and built by others. • Decking and railings shall be ADA compliant. • Selected contractor shall work with project team (Landscape Architect, Structural Engineer, and city staff) to ensure the timber bridge will meet project needs. EXHIBIT B SELLER'S PROPOSAL Jack Park Improvement Project, Design, Fabrication and delivery Qualifications: Western Wood Structures, Inc. was founded in May 1969 by a team of timber construction specialists with many combined years experience in the sale, design, manufacture, and erection of engineered wood systems. Led by Marshall Turner, they developed an innovative approach to selling and distributing engineered wood products. In contrast to its competitors, WAX'S chose to wholesale its products and purchase component parts to custom specifications. By promoting technologically advanced engineered wood products,WWS remains and industry leader. In the past 12 years, WWS has design, supplied and in some cases, installed over 20 Pony Truss style Glulam timber bridges. Notable WWS Pony Truss Style Bridges: PROJECT: Pen Park Bridge—Fairfax,CA Description: 8' x 50' Pony Truss. Town of Fairfax Project. Designed, supplied and delivered by Western Wood Structures. Completed Summer of 2012 PROJECT: Lewis Creek Bridges Bellevue,WA Description: 6' x 50' and 6' x 50' Pony Truss. Bellevue Parks Project. Designed, supplied and delivered by Western. Completed Winter 2010. Contact: City of Bellevue Parks—Bellevue,WA.Kevin Husemann (425)452-4154 PROJECT: Coal Creek Bridge—Bellevue,WA Description: 6' x 70' Pony Truss. Bellevue Parks Project. Designed, supplied, delivered, and installed by Western Wood Structures. Completed Summer 2010. Contact:Bellevue Parks—Bellevue,WA. Geoffrey Bradley(425) 452-2740 PROJECT: Fish Creek Pedestrian Bridge—Juneau,AK Description: 6'x 130' Pony Truss. City of Juneau Project. Designed, supplied and delivered by Western Wood Structures. WWS provided a superintendent to assist the local GC during erection. Contact: Northern Lights Development—Juneau,AK (970) 780- 6300 PROJECT: Peterkort Property Bridge—Beaverton, OR Description: 8'x 110' Pony Truss. THPRD Project. Designed, supplied, delivered, and installed by Western Wood Structures. Completed Summer 2006. Peri Park Bride under construction Nit/ra � _.y , Y� t . .,� '041 v� • 44. .» •,.. 1. r ! J al t• ii; ,t4IIR.:;..,.. . r," •C's:-- ,...1.1 0 ', ......u..41;tc,: a ., .. _.... ••• • .... .. .,. . ., . . . .. .• •••• . ... .. . •. .... • . ,,... ...• . ___Inr . ....:. • , ',Nit!" .r. .41 _ i e., .i.. *.iii a . . 1$ ilik444. i >*.. t 4 ' t.. v.- ■ Yom. 4...7*-/� \,��, ..... ' _ -, 1 Y, -Y� ....40.1714 c. `. / A < ,4 yltr •e• Coal Creek Trail Bridge under construction —— — — 1 - r y . f / 1 ti . $• • $4, • 1Bich`+ e . r' T' w .i 7 If�c' -^ �'-c • 1• ',-- -„. , 77,,...ir.,...,,....--.... ...,•:"?,.'to:. 11,1,,,,...':4...,„.,,--._ :7;'-'-r,• 7tr ` fit.` _� ��+ � I • L. o _• r.1r t .• - . i rJ ' ° �!�► - Fish Creek Bridge i • I... \ lik:-.-.:;,- - -,, ....„ : .----,k., ,- .--... .:,,i, - . ._ , . . ... NI,. . _,..„... ., . .. ...", 4, i ,. „. , : 7;.-•. �;: ti .44.411 a y s . t -t. Peterkort Pedestrian Bridge a K. tiff; d - itt, . . e W. i 1, � j . Ye Pj,K' y�. fir' .. + .,4 u, i. . •:. •.......... z... ,r . . fir+ ` •� _'T .+5 r . Laie.......:1-:,-, - _. , b • General: • Soils report, design and installation of the concrete abutments are by the City of Tigard. WWS will provide the end reactions for the purpose of their design. • Deck and Railing will meet ADA requirements (additional grab rail is not needed therefore, not included) • WWS will provide assistance to the landscape architect, structural engineer and the city of staff to make sure this bridge will meet or exceed project needs. Bridge Pricing: Design and Detailing (shop drawings) $3,900 Permit Assistance 51.000 6' x 115' Pony Truss Style Bridge $47,900 Price includes delivery to the site. Unloading and erection are not included. Design and detailing can begin March 18, 2013 Final design documents to the City of Tigard no later than April 15, 2013 Delivery date will take place the second week of July,2013. SPECIFICATIONS Span: 115' out to out, Width: 6' clear between rails, GVW: 30001bs, Live Load: 100 PSF, Pedestrian Rail: 42" high per IBC, Camber: as DESIGN CRITERIA: required, Structure Depth: top of deck to bottom chord not to exceed 36", Douglas Fir, combination as required, Industrial appearance. 100% GLULAM BEAMS: waterproof glue. Completely fabricated prior to treatment per Western Wood Structures shop drawings. GLULAMS to include pony truss members, floor beams, purlins, deck panels and rails. PRESSURE Glulams pressure treated with 0.4 Type C Penta per AWPA TREATMENT: Specifications. HARDWARE& All galvanized hardware and steel required to connect the bridge STEEL: superstructure together including base shoes, steel diaphragms, rod cross bracing, deck screws, deck clips and all miscellaneous nuts and bolts. Embedded steel not included. SHOP DRAWINGS To be furnished by Western Wood Structures and stamped by a & CALCULATIONS: registered professional engineer state of Oregon. Terms of Sale are Net Cash 30 days ADI, no retainage, based on approval of credit. Shipment can be made in approximately 8-9 weeks after approval of our shop drawings. This quotation is offered for your acceptance until March 29, 2012 and maybe subject to re-pricing after this date. Please verify this quotation is what was intended. Should inaccuracies exist, please notify WWS Thank you for your inquiry. Should you have questions or need further information, please do not hesitate and call (800) 547-5411 or e-mail jagidiusAwesternwoodstructues.com EXHIBIT C-CITY OF TIGARD (BUYER) -STANDARD TERMS AND CONDITIONS 1. Packing&Shipment. Deliveries shall be made as specified,without charge for 9. Cancellation for Cause. Buyer may cancel all or any part of the undelivered portion boxing,crating,carting or storage. Material shall be suitably packed to ensure of this Order if Seller breaches any of the terms hereof or in the event of any of the against damage from weather or transportation and to secure lowest transportation following:Insolvency of Seller,a voluntary or involuntary petition in bankruptcy costs, and in accordance with the requirements of common carriers. Buyer's for,by or against Seller;the appointment of a receiver or trustee for Seller,or an Order number and symbols must be plainly marked on all invoices,packages,bills assignment for the benefit of creditors by Seller or if Buyer has reasonable cause to of lading and shipping orders. Packing lists shall accompany each box or package believe Seller will become insolvent,file for bankruptcy,go out of business or that shipment. Buy er's count or weight shall be conclusive on shipment not the products being shipped may be subject to lien, claim or attachment by a accompanied by packing lists. Unless otherwise specifically agreed on the reverse creditor of Seller. Any such cancellation under this section shall be cancellation for side of this Agreement,all costs of packaging and shipment are included in the cause and in the event of such cancellation,Buyer shall have the right to complete, purchase price and all goods will be shipped,with all costs prepaid. Risk of loss to or cause to have completed,this Order including the right to cause Seller to goods in shipment(including damage,destruction,theft,or loss)shall he borne by produce,without liability of any kind to the Buyer,proprietary items of the Seller as the Seller. Risk of loss shall not pass to Buyer until the goods are delivered to and necessary to complete the Order.The remedies and damages in this section shall checked in at the location specified by Buyer in this Order. be cumulative and in addition to any other or further remedies provided at Law or 2. \K'arranty. Unless othenvise agreed in v riling,Seller warrants that the products in Equity,including reasonable and necessary attomey's fees and other costs of ordered will conform to the specifications herein and to any drawings,samples,or litigation. other description famished or adopted by Buyer. All products are warranted to be 10. Termination. City has the right, in its sole discretion,to terminate without merchantable,to be of the highest quality design,material,and workmanship and cause or for no cause,to termination this Agreement at any time by giving free from defect and to be fit for purpose intended. All warranties shall survive notice to Seller. If City terminates the contract pursuant to this section,it shall inspection or test,acceptance and payment. Warranties shall run to Buyer,its pay Seller for goods shipped by Seller prior to receipt by Seller of the notice of successors,assigns and customers. Warranty period shall be(1)year from date of termination. City may deduct the amount of damages,if any,sustained by City acceptance by Buyer. due to any breach of contract or warranty by Seller. Damages for breach of 3. Inspection and Acceptance. At Buyers request,Seller shall provide a complete contract or warranty shall be those allowed by Oregon law,reasonable and inspection program;satisfactory to Buy er,for Buyer's inspection of all materials, necessary attorney fees,witness fees(expert and non-expert),and other costs fabricating methods,equipment in process work and finished products. of litigation at trial and on appeal. If this Order provides for inspection of the work by Buyer on site during the period of 11. Assignment and Subcontracting. Seller may not assign or subcontract any of its manufacture,Seller agrees to provide Buyer's inspectors with reasonable facilities rights or obligations hereunder without the prior written approval of Buyer. Any and assistance during such inspection. Inspection by Buyer shall not unduly delay unapproved assignment shall be void. Seller shall be fully responsible for the acts the work. Buyer may charge Seller any additional cost incurred by Buyer if the or omissions of any subcontractors and all persons employed by them,and neither work is not ready in accordance with the inspection schedule. Any inspection the approval by Buyer of any subcontract nor anything contained herein shall be made or Waiver-of-Inspection-Notice given by Buyer will not relieve Seller from deemed to create any contractual relation between the subcontractor and the its responsibilities for delivering products and work hereunder, Buyer. Buyer may assign its rights under this Order. Acceptance or rejection of the products shall be made up to 10 days after delivery 12. Work on Buyer's Premises. If Seller's performance of this Order involves and inspection by Buyer except as otherwise provided herein. Failure to inspect operations by Seller on Buyer's premises,Seller shall(a)provide all necessary and and accept or reject products shall neither relieve Seller from responsibility for such sufficient safeguards and take all proper precautions against the occurrence of products,which do not meet the requirements herein nor impose liability on Buyer injury to any person or damage to any property,and shall be responsible for and therefor. shall indemnify and hold hamiless Buyer,its representatives,officers,employees, 4. Delivery. If Seller fails to meet the delivery schedule provided herein,Buyer may and agents from any and all loss,suit,action or claim,including cost and attomey's require Seller to deliver the products, or any portion thereof, in any manner fees,by reason of injury,including death,to any person and carry public liability commercially necessary to speed delivery,all at the Seller's sole expense, Unless and property damage insurance with limits of liability of not less than,$,300,000 otherwise agreed upon in writing by Buyer and Seller,Seller shall be required to pay each, unless higher limits are required by a signed purchase agreement, with the normal freight weight plus any premium rate required. Invoices covering contractual liability endorsement and such insurance of employees as may be products shipped in advance of the date specified will not be paid until after the required by any workmen's compensation act or other law,regulation or ordinance date specified for delivery and are subject to rejection,as provided in this paragraph which may apply in the premises. Such public liability and property damage immediately below,if shipped too early. insurance shall also cover the operation of Seller's vehicles used in the performance Neither party shall be liable for delays or defaults due to strike,fire,windstorm,riot, of Seller's operations. Any policy of insurance written in accordance with the natural disaster,war,civil unrest or other similar unforeseeable cause beyond the foregoing shall be appropriately endorsed to named Buyer,it's officials,employees control and without the fault or negligence of the party-incurring such delay. Seller and agents as additional insureds,with provisions that such insurance is primary shall notify Buyer in writing of the existence of such cause within five(5)days after insurance with respect to their interest,and that any other insurance maintained by the commencement of the delay or default giving pertinent information Buyer is excess and not contributory insurance with the insurance required concerning such cause. No delivery shall be made more than seven('days prior hereunder,with cross-liability or severability of interest provisions,and shall further to the applicable delivery date,and Buyer shall have the tight to return earlier provide that the cm erage provided thereby shall not be modified or discontinued deliveries at Seller's risk and expense or charge to Seller any additional costs or terminated except upon 30 days prior written notice to Buyer. Compliance shall sustained because of the sane. be verified by Certificate of Insurance with appropriate endorsements sent to 5. Buyer-Furnished Materials. Seller shall assume all risk of loss of any material Buyer prior to Seller commencing work on Buyer's premises. Any work furnished by Buyer to Seller for use in performance of this Order. performed on Buyer's premises must be done pursuant to all OSHA standards,all 5. Taxes. Seller shall not invoice Buyer for any taxes not include in Seller's price any applicable State and Federal health and safety laws,rules and regulations and all federal excise,state,or city tax or any other tax,unless Seller has first asked Buyer workers must be covered by workers'compensation insurance famished through for Buyer's tax exemption number and it has been agreed upon between both and paid for by Seller. parties that Buyer is not exempt from the tax. 13. Stop Work Order. Buyer may,at any time by written order to Seller,require Seller 7. s. Buyer may, by written order, make changes including changes in to stop all,or any part of the work called for by this Order for a period of 90 days drawings or specifications. Buyer will equitably adjust any difference in cost or after the written order is delivered to Seller,and for any further period to which the time for performance resulting from such change and the Order modified in parties may agree and for any other period to which the parties may have agreed or writing accordingly. ANY CLAIM BY SELLER UNDER THIS CLAUSE as provided in Section 4,10,and or 11. Within the period of 90 days or less or MUST BE ASSERTED IN WRITING WITHIN 30 DAYS FROM THE within any extension of that period,Buyer shall either.(a)cancel the"Stop Work DATE OF SFr I.FR'S RECEIPT OF THIS CHANGE ORDER OR THE Order"and direct Seller to resume work;or(b)terminate the work covered by this CLAIM WILL NOT BE ALLOWED. Order. If Buyer orders Seller to resume work, Seller shall be entitled to any In the event that Buyer proposes any change prior to making such change by equitable adjustment pursuant to Section 8 provided a claim for such an written order and such change will have an effect on the warranty of the products adjustment shall be submitted by Seller within 30 days after the end of the period procured by this Order,Seller shall notify Buyer in writing of such effect within 10 of work stoppage. days of receipt of such proposal 14. Payment. Payment date and cash discount period shall be calculated from the date 8. Adveriising. Seller shall not,without the written consent of Buyer,in any manner of Buyer's receipt of an acceptable invoice and Buyer's acceptance of the products advertise or publish the fact that Seller has furnished or contracted to furnish to and supporting documentation at destination. Buyer the products herein. 15. Information/Data. Unless otherwise agreed in writing any designs, drawings, specifications,or other manufacturing information furnished by Buyer to Seller 2013 Purchase Agreement—Timber Bridge Design,Fabrication,and Delivery—Jack Park 1 I shall be confidential to Buyer and is furnished solely for the performance of this arbitrator's award,or fails to comply with the arbitrators award,then the other Order. All copies of such information shall be returned to Buyer upon completion party shall be entitled to costs,including reasonable attorney fees,for having to of the Order. Any designs, drawings, specifications, or other manufacturing compel arbitration or defend or enforce the award.The parties agree to defend the information delivered by Seller to Buyer may be used for any purpose whatsoever. arbitrator and any individual engaged in the administration of an arbitration The foregoing shall apply notwithstanding the presence or absence of any contrary proceeding from any subpoenas or claims from third parties arising out of this legend or statement on any of such information.All business and governmental order or the arbitration. information materials containing business and governmental information provided 23. Jurisdiction and Attorney Fees. This order shall be governed and construed by Buyer to Seller shall be treated as confidential. according to the laws of the State of Oregon. If a dispute shall arise under this 16. Compliance with Laws and Regulations. Seller warrants that all products,goods, order necessitating the services of an attorney,then the prevailing party shall be or work delivered and perfomsed shall comply with all applicable Federal,State or entitled to collect from the losing party all of its/his/her reasonable costs and Local Laws or Regulations including without limitation The Occupational Safety attorney fees,either in arbitration(if awarded by the arbitrator as provided above), and Heath.\ct(29 USC.Chapter 15);Federal Hazardous Material Transportation or by a court before which any matter concerning this order may be heard,both at Act(49 USC.Chapter 27);Equal Employment Opportunity;E.O.11246 and 41 trial and on appeal. CFR Sections 60-1.4 and 60-1.7;Employment of the I landicapped E.O.11758 24. Neutral Interpretation. This order constitutes the product of negotiations between and 41 CFR Section 60-741-4;Utilization of Minority Enterprises E.O.11625 and the parries hereto. Any enforcement hereof will be interpreted in a neutral manner 41 CFR Subpart 1-1.13; Age Discrimination E.O. 11141, Employment of and not more strongly for or against any party based upon the source of Veterans E.O.11701 and 41 CFR Section 50-250.4 and all rules,regulations and draftsmanship. amendments issued pursuant to the foregoing. 25. ,Severability. Nothing contained herein shall be construed to require the Seller shall indemnity Buyer, its officers, employees and agents against any commission of any act contrary to law,and wherever there is any conflict between damages,penalties, costs or expenses incurred in connection with any alleged the provisions contained herein and an present or future statute,law,ordinance or violation of any Federal,State or Local Law or regulating the manufacture or sale regulation contrary to which to the parties have no legal right to contract,the latter to the Buyer of any Item covered by this Order, shall prevail. The provision of this Agreement,which is affected,shall be curtailed 17. , nt• '•.• t r...cMt,l:. Seller warrants that no products will be and limited only to the extent necessary to bring it within the requirement of the furnished hereunder,which infringe or contribute to the infringement of any letters law. patent,copyright or trademark. Seller agrees to immediately replace at its sole cost 26. Calculation of Time. All periods of time referred to herein shall include Saturdays, any products furnished hereunder which infringe or contribute to the infringement Sundays,and legal holidays in the State of Oregon,except that if the last day of any of any letters patent,copyright or trademark or to take all steps necessary at Seller's period falls on any Saturday,Sunday or such holiday,then that period shall be sole expense to remove such infringement. extended to include the next day which is not a Saturday,Sunday or holiday. Seller will indemnify and hold harmless Buyer,its representatives,officers,employees and 2". Notice. Any notice required or permitted to be given by either party to the other agents from and against any and all costs, royalties,damages and or expenses shall be deemed to have been given when sent via telecopy,overnight air courier, which may arise out of or result from,or be reasonably incurred in contesting any or deposited in the United States mail certified,return receipt requested,with first claims that the methods,processes or acts by the Seller or its employees or the class postage prepaid, addressed as indicated on the front of this order, or products furnished hereunder,infringes or contributes to the infringement of any addressed to either party at such other address as such party shall hereafter furnish letters,patent,copyright or trademark to the other party in writing. Notice shall also be considered effective upon 18. Waiver. The failure of Buyer to enforce at any time any of the provisions of this delivery if personally delivered. Order or to exercise any option herein provided,shall not be a present or future 28. Conditions of Supplying a Public Agency. Where applicable,seller must make waiver of such provisions,nor in any way affect the validity of this Order or any payment promptly as due to persons supplying Seller labor or materials for the part hereof,or the right thereafter to enforce each and every such provision. The execution of the work provided by this order. Seller must pay all contributions or express waiver(whether one(1)or more times)of any provision,condition or amounts due from Seller to the Industrial Accident Fund incurred in the requirement shall not constitute a waiver of any future obligation to comply with performance of this order. Seller shall not permit any lien or claim to be filed or such provision,condition or requirement. prosecuted against Buyer or any subdivision of Buyer on account of any labor or 19. Independent Contractor. Seller is an independent contractor and persons material to be furnished. Seller further agrees to pay to the Department of employed by Seller shall be employees of Seller and not employees of Buyer. Revenue all sums withheld from employees pursuant to ORS 316.167. 20. Complete Agreement. The Purchase Order and any referenced attachments 29. Payment of Claims by Public Officers. In the event that Seller fails,neglects or constitute the complete agreement between the parties. Except as otherwise refuses to make prompt payment of any claim for labor or services furnished to provided herein,it is subject to change only by an instrument signed in writing by Seller or a subcontractor of Seller by any person in connection with the both parties. performance of this order when such claim becomes due,then the proper officer 21. Acceptance by Performance. If Seller fails provide to Buyer with a signed copy of or officers representing the Buyer hereunder may pay such claim to the person this order, but delivers product or performs the services specified in this furnishing the labor or services and charge the amount of the payment against the agreement,then Seller agrees that the Seller shall be deemed to have accepted the funds due or to become due to the Seller by reason of this order. The payment of terms and conditions of this order,as provided on both the front and this reverse a claim in the manner authorized by this provision shall not relieve the Seller or any side of the order. Buyer must agree any changes or modifications to this order by of the Seller's surety from obligations with respect to any unpaid claims. Seller to,in writing,or they shall not be deemed accepted by Buyer and if the Seller 30. Health Care Benefits for Seller's Employees. If this order ins olves public service, delivers the products nonetheless,then the original terms and conditions of this then Seller must provide health care benefits to all employees who are performing order shall govern. services previously performed by public employees performing similar duties 22. dato 'Mediation and Binding Arbitration. If there is a dispute concerning under this order. any of the terms,conditions or the performance of this order,then it is hereby 31. Hours of Labor. If labor is performed under this order,then no person shall be agreed by both Buyer and Seller that the dispute shall be submitted first to non- employed for more than eight(8)hours in any one day,or forty(40)hours in any binding mediation,to be performed by a sole mediator to be agreed upon between one week,except in cases of necessity,or emergency or where the public policy Buyer and Seller. If a mediator cannot be agreed upon,then the parties agree that absolutely requires it,and in such cases,except cases of contracts for personal any Circuit Court judge for the State of Oregon,County of Washington,shall be services as defined in ORS 279A.055,the labor shall be paid at least time and a half authorized to appoint a mediator for the parties. for all overtime in excess of eight(8)hours a day and for all work performed on Should the parties fail to reach an agreement through mediation,then the parties Saturday and on any legal holidays as specified in ORS 279C.540.In cases of shall submit to binding arbitration,which shall be governed by the rules of the contracts for personal services as defined in ORS 279A.055,any labor shall be paid Arbitration Service of Portland, and shall be conducted within Washington at least time and a half for all hours worked in excess of forty(40)hours in any one County. The arbitration shall be conducted by a single arbitrator chosen by week,except for those individuals excluded under ORS 653.010 to 653.260 or mutual agreement of the parties. If the parties are unable to agree on an arbitrator, under 29 USC SS 201-209. the parties shall ask the Presiding Judge of the Circuit Court for Washington 32. Medical Care and Workers'Compensation. Seller shall promptly,as due,make County to select the arbitrator. If the arbitrator determines that one par'is the payment to any person, co-partnership, ;Association or corporation, furnishing prevailing party,then the losing party shall be required to pay all fees and costs of medical,surgical and hospital care or other needed care and attention incident to the arbitration. On the other hand,if the arbitrator determines that neither party is sickness or injury,to the employees of such Seller,of all sums which the Seller to be considered the prevailing party,then the fees and costs of the arbitration shall agrees to pay for such services and all moneys and sums which the Seller collected be divided equally between the parties. The parties knowingly and voluntarily or deducted from the wages of the employees pursuant to any law,contractor waive their rights to have their dispute tried and adjudicated by a judge or jury. In agreement for the purpose of providing or paying for such service. the event a party fails to proceed with arbitration,unsuccessfully challenges the 2013 Purchase Agreement—Timber Bridge Design,Fabrication,and Delivery—Jack Park 2 EXHIBIT D PRODUCT INSTALLATION TECHNICAL ASSISTANCE Scope: Seller can supply a person(s) to provide technical assistance (consultant) for the contractor's installation team for the attached project. Said consultant shall be in the capacity to confer with the installer for questions and issues that stern from or affect the products that Seller supplies only. Below are the duties such a consultant is in the capacity to perform. Pre-construction: The Contractor/Installer must provide Seller with a proposed procedure for erecting the material provided by Seller for review. • Review to Include: (May include a site visit) o Consultation on staging and storage of material. o Assembly sequence of structure. o Proper handling of material using equipment (i.e. forklift, crane) • Review calculated material weights,proposed "pick points", and rigging. o Address concerns the installer has about site access restrictions. Construction: The time-frame for which the consultant will be onsite must be determined before arrival. The Seller's consultant's duties will be as follows: • Provide technical assistance to the "lead" superintendent or foreman for the installer. Seller's consultant is not in charge nor responsible for any crew or equipment while on site, • Demonstrate installation techniques through instruction or a "hands on" demonstration. No work is to be performed by the Seller's consultant. o Exception: Seller's Consultant may perform work to alleviate incorrect fabrication stemming from Seller or one of its suppliers. • Communicate with Seller office to expedite alterations or changes that occur on site. Post-construction: During construction material can get damaged or dirty. Seller's consultants can be available to provide the following services: • Technical assistance on the cleaning and refinishing of Seller supplied material. • Technical assistance on the repair of Seller supplied material. 2013 Purchase Agreement—Timber Bridge Design,Fabrication,and Delivery—Jack Park 3