23-210-S Electrical Services - Sample Contract.doc

Rev Feb 2022

PURCHASE ORDER No. _________

Services Contract

Electrical Services Contract No. 23-210-S By and between

Eugene Water & Electric Board

And Contractor

This Contract is entered into by and between the Eugene Water & Electric Board, hereinafter called EWEB, and ________________________________, hereafter called Contractor.

WHEREAS, EWEB has need for the services of an independent contractor with the particular training, knowledge, and experience offered by the Contractor; and

WHEREAS, EWEB has negotiated the following Agreement in Eugene, Oregon, and Contractor has agreed to deliver its services in Eugene, Oregon;

NOW THEREFORE, in consideration of a sum agreed to by the Parties, the Contractor agrees to perform the services as described in this Contract, in accordance with all requirements, terms and conditions of this Contract, as set forth below:

1. Effective Date and Duration.

Unless terminated in accordance with the early termination provisions in Attachment A, this Agreement will automatically renew on the anniversary of the original Contract Execution Date. Contractor must notify EWEB within 90 days of the anniversary of the original Contract execution date. The maximum term for this Agreement shall not exceed five (5) years.

2. Statement of Services.

The Statement of Services (the “Work”), including the delivery schedule for such Work and description of outcomes (“Deliverables”), is contained in Attachment E, attached and incorporated by reference into this Contract. Contractor agrees to perform the Work in accordance with the terms and conditions of this Contract.

3. Consideration & Payments.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract (based upon the established fees herein), which includes any allowable expenses, is $_______________.

b. Interim payments to Contractor shall be made according to the following:

Invoices shall be submitted to EWEB's Contract Administrator and accountspayable@eweb.org for this Contract within seven (7) business days of completed work. EWEB's Contract Administrator is insert name.

The cost of the Work or Contractor services shall be determined by multiplying the number of Contractor hours for each Contractor employee multiplied by the applicable hourly billing rate identified in the Contract for that employee. The Contract establishes an estimated number of hours for Contractor to complete, and a total number of hours within which Contractor must complete all Work described in the Statement of Services. Contractor agrees that it is responsible for (a) performing the Work without exceeding the total number of hours allocated for the Work, and for (b) completing all Work identified in the Statement of Services without exceeding the maximum not-to-exceed compensation stated in the Contract. If Contractor expends the total hours allocated for the Work in the Statement of Services and expends the maximum not-to-exceed compensation stated in the Contract, but the Work is not complete or is not satisfactory, Contractor is responsible to complete the Work to EWEB's satisfaction without further compensation.

If the maximum compensation is expended before the project is complete, Contractor agrees to perform all necessary Work to complete the project and to deliver the required Deliverables without additional compensation.

Contractor shall not submit invoices for, and EWEB shall not pay any amount in excess of the maximum not-to-exceed compensation stated in the Contract. If this maximum amount is increased by amendment of this Contract, the amendment must be fully approved and executed before Contractor performs Work subject to the amendment. No payment will be made for any Work performed or Deliverables, Developments or Work Products delivered before the beginning date or after the expiration date of this Contract, as it may be amended from time to time in accordance with its terms.

EWEB shall pay Contractor not more than once per month upon Contractor's submission of a sufficiently detailed invoice for Work performed and Deliverables, Developments or Work Products delivered to EWEB during that month. Such invoices shall describe all Work performed or Deliverables, Developments or Work Products delivered with particularity and by whom it was performed, including name and job title and reference to the specific Work activity. All invoices shall itemize and explain all expenses for which reimbursement is claimed. The invoices shall include the total amount invoiced to date by Contractor prior to the current invoice. EWEB will have the right to review each such invoice for compliance with the requirements and any other pertinent provisions of this Contract. If Contractor uses a billing agent, responsibility for billing errors remains with Contractor.

EWEB will make payment in accordance with its regular payment schedule; Net 30 days from receipt of a valid, undisputed invoice.

4. Price Adjustments or Reserved.

Price increases may be considered by EWEB annually 30 to 90 days prior to the beginning of the following term. Contractor is responsible for submitting their request for any price increase during this 30 to 90-day period. Contractor must provide a positive means of substantiating any price increase by providing supporting documentation within this 30 to 90-day period. EWEB may not consider requested price increases submitted less than 30 days prior to the following term. EWEB shall determine what constitutes acceptable documentation.

Upon receipt of request, EWEB reserves the right to (1) accept or negotiate the requested price increase and extend the Contract or (2) reject the price increase and allow the Contract to expire.

EWEB shall be given the immediate benefit of any price decrease. Contractor shall promptly notify EWEB's Purchasing Department of the amount and effective date of each decrease. Decreases shall apply to Services on or after the effective date of the decrease.

5. Key Persons.

Contractor acknowledges and agrees that a significant reason EWEB is entering into this Contract is because of the special qualifications of certain Key Persons set forth in the Contract. Under this Contract, EWEB is engaging the expertise, experience, judgment, and personal attention of such Key Persons. Neither Contractor nor any of the Key Persons shall delegate performance of the management powers and responsibilities each such Key Person is required to provide under this Contract to any other employee or agent of the Contractor unless EWEB provides prior written consent to such delegation. Contractor shall not reassign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide EWEB with such Key Person's services unless EWEB provides prior written consent to such reassignment or transfer

In the event Contractor requests EWEB to consent to a delegation, reassignment, transfer or other replacement of a Key Person, EWEB may interview and review the qualifications of the proposed substitute personnel before providing its consent or rejecting such replacement. Any such replacement shall have substantially equivalent or better qualifications than the Key Person being replaced. Contractor shall not charge EWEB and EWEB shall not pay for any proposed replacement personnel while such replacement acquires the necessary skills and project knowledge to proceed with the services required hereunder. Any replacement personnel approved by EWEB shall thereafter be deemed a Key Person for purposes of this Contract and the Contract shall be deemed amended to include such Key Person.

Contractor shall provide adequate staff to complete the Work and the Deliverables, Developments and Work Products in accordance with the delivery schedules set forth in the Statement of Services, as it is amended from time to time. In the event that a Key Person or other employee of Contractor shall be subsequently found to be unacceptable to EWEB, EWEB shall notify Contractor in writing of such fact and Contractor shall immediately remove such employee from all responsibilities hereunder. Contractor shall provide a replacement acceptable to EWEB within three (3) business days of receipt of EWEB’s written notice provided under this Section. The provisions of this Section. shall be applicable to the replacement of a Key Person. At EWEB’s sole discretion, EWEB may elect to terminate this Contract pursuant to the terms found in Attachment A, if Contractor is unable to provide a replacement acceptable to EWEB.

The Key Person(s) for this Agreement is/are:

6. Inspection & Modification - Reimbursement for Unacceptable Deliverables.

The Contractor is responsible for the completion of all Work set out in the Contract. All Work is subject to inspection, evaluation, and approval by the Contract Administrator. EWEB may employ all reasonable means to ensure that the Work is progressing and being performed in compliance with the Contract. Should the Contract Administrator determine that corrections or modifications are necessary in order to accomplish its intent, the Contract Administrator may direct the Contractor to make such changes. The Contractor will not unreasonably withhold such changes.

Substantial failure of the Contractor to perform the Contract may cause EWEB to terminate the Contract. In this event, EWEB may require the Contractor to reimburse monies paid (based on the identified portion of unacceptable work received) and may seek associated damages.

7. Deficiencies.

If EWEB determines that any Deliverables are not acceptable and that any deficiencies are the responsibility of the Contractor, EWEB shall prepare a detailed written description of any deficiencies and an acceptance associated time frame for correction and deliver such notice to Contractor. Contractor shall correct any deficiencies at no cost to EWEB. If the corrective work causes any project delays, the Contractor will submit a plan for regaining the project schedule for remaining Work under the Contract, unless otherwise allowed by EWEB. If EWEB determines the Contract schedule must be modified, a Contract amendment will be initiated. If the identified deficiencies have not been corrected within the specified timeline, EWEB may: (i) terminate this Contract without payment or any further obligation or liability of any kind; or (ii) require Contractor to continue to correct the deficiencies, reserving this same right to terminate at any time.

8. Deliverable Review & Approval.

a. Each Deliverable provided by Contractor shall be reviewed by the EWEB Contract Administrator for compliance with the Statement of Services. The EWEB Contract Administrator shall review the Deliverable within ten (10) business days of receipt and shall promptly notify Contractor in writing of their approval or rejection.

b. If any Deliverable fails to conform to the Statement of Services, EWEB will, in its notification, specify the manner in which it fails to comply. Upon receipt of such written notice, Contractor will correct any such failures within five (5) business days from the date of receipt of EWEB’s notice or such date as EWEB shall specify in its notice, and shall resubmit the Deliverable to the EWEB Contract Administrator for re‑evaluation, all at no additional charge to EWEB.

Thereafter, if the Deliverable fails to conform as required, EWEB may allow Contractor an additional opportunity to correct the Deliverable, again at no additional charge to EWEB.

c. When EWEB determines that all Deliverables conform in accordance with the Statement of Services; then EWEB shall notify Contractor in writing that Final Acceptance of all Deliverables has occurred.

Contractor agrees to make any changes required to conform the Deliverables to the requirements of the Statement of Services, including changes to previously accepted Deliverables that are required due to changes to the Deliverables then under review.

9. Confidentiality / Non-Disclosure.

a. Confidential Information. Contractor acknowledges that it and its employees or agents may, in the course of performing its responsibilities under this Contract, be exposed to or acquire information that is confidential to EWEB or EWEB’s clients. Any and all information of any form obtained by Contractor or its employees or agents in the performance of this Contract shall be deemed to be confidential information of EWEB (“Confidential Information”). Any reports or other documents or items (including software) which result from the use of the Confidential Information by Contractor shall be treated with respect to confidentiality in the same manner as the Confidential Information. Confidential Information shall be deemed not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (b) is furnished by EWEB to others without restrictions similar to those imposed by this Contract; (c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (d) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information; or (e) is required to be disclosed by law.

b. Non-Disclosure. Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the provision of services to EWEB hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential.

c. Unauthorized Use. Contractor shall use its best efforts to assist EWEB in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, Contractor shall advise EWEB immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract and Contractor will at its expense cooperate with EWEB in seeking injunctive or other equitable relief in the name of EWEB or Contractor against any such person.

Contractor is required to have policies and procedures designed to detect, prevent and mitigate the risk of identity theft to any EWEB customer, employee, or Board Member’s personally identifiable information that may arise in the performance of the services on behalf of EWEB. Contractor shall provide a copy of its policies and procedures, if requested by EWEB. If a pattern, practice or specific activity or event that indicates the possible existence of identity theft (hereinafter “red flag”) is detected, the Contractor is required to take appropriate steps to prevent or mitigate identity theft and to immediately notify EWEB of the red flag as well as the responsive measures taken by the Contractor.

Contractor agrees to comply with The Oregon Identity Theft Protection Act, ORS 646A.600-646A.628, and related federal compliance requirements referenced therein.

d. Return of Confidential Information. Contractor agrees that, except as directed by EWEB, Contractor will not at any time during or after the term of this Contract disclose, directly or indirectly, any Confidential Information to any person, and that upon termination of this Contract or at EWEB’s request, Contractor will turn over to EWEB all documents, papers, and other matter in Contractor's possession which embody Confidential Information.

e. Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any Confidential Information, or disclosure of other information that, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to EWEB inadequately compensable in damages. Accordingly, EWEB may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of EWEB and are reasonable in scope and content.

f. Ensuring Confidentiality. Contractor agrees to comply with all reasonable requests by EWEB to ensure the confidentiality and nondisclosure of the Confidential Information, including without limitation (a) obtaining nondisclosure agreements, in a form approved by EWEB, from each of Contractor’s employees and agents who are performing Work, and providing copies of such agreements to EWEB, and (b) performing criminal background checks on each of Contractor’s employees and agents who are performing Work, and providing a copy of the results to EWEB.

10. Independent Contractor; Responsibility for Taxes and Withholding

a. Contractor certifies its status as an independent contractor in satisfaction of Oregon law, including ORS 670.600, and shall perform all required Work as an independent contractor. EWEB holds the right (i) to determine the delivery schedule for the Work to be performed and (ii) to evaluate the quality of the completed performance, but EWEB cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

b. The parties covenant that Contractor, its subcontractors, Agents, Officers and Representatives do not qualify as officers, employees, or agents of EWEB as those terms are used in ORS 30.265 nor shall they seek such qualification relating to performance of the Work.

c. Contractor agrees it is responsible for all federal and state taxes or other payments or withholdings applicable to compensation or payments paid to Contractor under this Contract and shall hold EWEB harmless from such financial exposures.

11. Ownership of Work / Work Made for Hire

a. All Work product of Contractor that results from this Contract (the “Work Product”) is the exclusive property of EWEB. EWEB and Contractor intend that such Work Product be deemed “Work made for hire” of which EWEB shall be deemed the author. If for any reason the Work Product is not deemed “Work made for hire”, Contractor hereby irrevocably assigns to EWEB all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as EWEB may reasonably request in order to fully vest such rights in EWEB. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

b. To the extent permitted by the Oregon Constitution, Article XI, Section 7, and by the Oregon Tort Claims Act, ORS 30.260 through 30.397, the Contractor shall be released, indemnified, and held harmless by EWEB from liability arising out of re-use or alteration by EWEB, which was not specifically contemplated and agreed to by the parties.

c. Contractor, despite other conditions of this provision, shall have the right to utilize the Work Product on its brochures or other literature that it may utilize for its sales and, in addition, unless specifically otherwise exempted, the Contractor may use standard line drawings, specifications and calculations on other, unrelated projects.

12. Insurance

Contractor shall provide certificates of insurance as described below:

a. Certificates of Insurance. As evidence of the insurance coverage required by this Contract, the Contractor shall furnish certificate(s) of insurance to the EWEB Purchasing Department, before final award can be authorized. The insurance coverage required under this Contract shall be obtained from insurance companies or entities having a minimum financial rating of A.M. Best’s Key Rating A-; VII or higher. The Contractor shall be financially responsible for all deductibles, self-insured retention and/or self-insurance included hereunder.

b. Commercial General Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance written on the current ISO occurrence form (or a substitute form providing equivalent coverage) including coverage for premises, operations, independent contractors (performing Work on Contractor’s behalf), completed operations and contractual liability. The limit shall not be less than $1,000,000 per occurrence and subject to an aggregate limit of no less than $2,000,000.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must provide that insurer waives all rights to recover any payment made from EWEB, its' divisions, officers, and employees.

c. Automobile Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance to cover liability arising out of any auto (including owned, hired and non-owned) used in connection with the Work or Services. This coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must provide that insurer waives all rights to recover any payment made from EWEB, its' divisions, officers, and employees.

d. Workers' Compensation. All subject employers working under this Contract are either employers that will comply with ORS 656.017 which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers, or employers that are exempt under ORS 656.126. [2003 c.794 §76c] In addition, Contractor will obtain, at Contractor's expense, and keep in effect during the term of this Contract, Employers Liability insurance with a limit of not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and a $1,000,000 policy limit for bodily injury by disease.

The insurance must provide that insurer waives all rights to recover any payment made from EWEB, its' divisions, officers, and employees

e. Indemnification. Contractor shall defend, save, hold harmless, and indemnify EWEB, its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses by either Contractor or any third parties resulting from, arising out of, or relating to any error, omission, breach of contractual duty, or negligent act of the Contractor or its officers, employees, subcontractors, or agents in the performance of services under this Contract.

f. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days' written notice from Contractor or its insurer(s) to EWEB.

Failure to Maintain Insurance. If at any time Contractor fails to maintain insurance complying with the requirements reflected herein, in full force and effect, they shall be responsible for any resulting losses or costs sustained by EWEB and shall hold EWEB harmless from actions brought against Contractor as the result of the absence of the required insurance, and (ii) EWEB shall not be required but may elect to do any of the following: (A) immediately suspend all or a portion of the Work and be entitled to an equitable adjustment in the price, schedule and other terms of the Contract for the impact of the suspension (B) pay premiums or purchase alternate insurance at the Contractor’s expense; or (C) pursue such other remedies as may be allowed by law.

Failure to Comply. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by EWEB.

g. Additional Insured The Commercial General Liability and Automobile Liability insurance coverage required for performance of the contract shall include EWEB, its' divisions, officers, and employees as Additional Insured but only with respect to the Contractor's activities to be performed under this contract.

h. Waiver of Insurance Requirements Contractor’s failure to provide certificates of insurance as specified herein and/or in the manner specified herein does not constitute a waiver of the insurance requirements. Any waiver of the insurance requirements will only be made in writing.

13. EWEB Contacts.

Following are EWEB's contacts for this Contract:

Contract Administrator: Name, Phone Number, Email Accounts Payable: accountspayable@eweb.org Purchasing Contact: Kristin Kokkeler, 541-685-7107, kristin.kokkeler@eweb.org

14. Tobacco Free Workplace EWEB campuses, worksites, vehicles, and equipment (known collectively as “EWEB Campus”), are smoke-free. Contractors and their staff may not use or distribute tobacco products in any EWEB Campus, nor can they inhale, exhale, burn, or carry any lighted smoking material or vapor. Contractors and staff must extinguish or cease use prior to entering any EWEB campus and must dispose of tobacco products appropriately prior to entry. Improper disposal includes littering, spitting smokeless tobacco, or any measure which creates a fire or hazard or could disrupt the campus or worksite.

15. Safety

Contractor shall take all necessary precautions for the safety of Contractor employees, subcontractors, suppliers, inspectors, and Owner employees on the job site or otherwise engaged in the undertaking of the Work and shall comply with the Contract Documents, best practices, and all applicable provisions of federal, state, and municipal safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the premises where the Work is being performed. Contractor shall erect and properly maintain at all times, as required by the conditions and progress of the Work, all necessary safeguards for protection of workers and the public against any hazards created by the Work.

The Contractor shall comply with all federal, state, and local safety and health regulations and laws including, but not limited to, the following:

· Oregon Revised Statutes - ORS 654 – The Oregon Safe Employment Act

· Oregon Administrative Rules - OAR 437, Divisions 1-3 - The Oregon Occupational Safety and Health Division (Or-OSHA)

· Department of Labor and Industries regulations and laws

· Oregon Department of Transportation regulations and laws

· United States Department of Labor Law - 29 CFR 1910 and 29 CFR 1926 – Occupational Safety & Health Administration

16. Compliance with BOLI/CCB Contractor shall comply with all BOLI and CCB requirements as adopted in Senate Bill 477 including all filing, notification, and payment requirements; retainage for payment for labor, and the filing of a $30,000 public works bond with the Oregon Construction Contractors Board (CCB). The Public Works Bond shall be obtained from a corporate surety authorized to do business in this state. Every Contractor and subcontractor performing work under this Contract must have a public works bond filed with CCB before starting work on under this contract.

Contractor shall include in every subcontract a provision requiring the subcontractor to have a public works bond filed with the CCB before starting work on this project, ORS 279C.830(3)(a).

Any reference(s) to the previous $25,000 BOLI Prevailing Wage Rate threshold for Public Works are herein changed to the current threshold, $50,000.

(Senate Bill 477 can be viewed at: www.leg.state.or.us/bills_laws/

17. Prevailing Wages.

Contractor agrees to comply with the provisions of ORS 279C.800 through ORS 279C.870 relating to prevailing wage rates.

State of Oregon, Bureau of Labor and Industries (BOLI) wage rates are required for all work on this contract. Prevailing Wage Rates dated July 5, 2023 and amended October 5, 2023, are incorporated into this bid/contract by reference and can be accessed at the website: https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx.

The work will take place in Lane County Region #5 or Linn County Region #4. All workers must be paid the applicable prevailing wage rate.

18. Performance and Payment Bond

For the purpose of complying with Chapter 279C.380 of Oregon Revised Statutes, Contractor shall provide a performance and payment bond in a sum equal to one year of services (based on bids and clarified by

EWEB upon contract award) or adequate to cover the loss of service to insure the Owner against financial loss if the project is not completed or not completed on time by the Contractor.

The surety company's Attorney-in Fact must sign the performance and payment bond. The surety's seal must be affixed to the performance and payment bond. Power of Attorney for the Attorney-in-Fact must be attached to the bond. The original bond document must be supplied to the Owner prior to final execution of the contract and commencement of work.

Contractor shall renew Performance Bonds and Payment Bonds yearly for each year of the contract and keep renewed through the entirety of the contract.

19. Non-Interference with Work Site

Contractor shall perform its work activities in such a manner that they will not interfere with the normal work activities of EWEB. Contractor shall not block access to any work areas, and shall maintain a safe passage for normal EWEB business activities

20. No Guarantee of Work

By executing a Contract with Contractor, EWEB is not guaranteeing any amount of work or contact from its staff for any work during the term of this contract.

21. Identification Badges

EWEB will issue identification (ID) badges to Contract employees as required. Contract employees shall provide government issued photo identification for EWEB to copy/scan prior to ID badge issue.

22. Wages and Labor (from EWEB Section 00700 GENERAL PROVISIONS – Public Works Contracts)

Section C: Wages and Labor from EWEB Section 00700 GENERAL PROVISIONS (Public Works Contracts)

C.1 WAGE RATES ON PUBLIC WORKStc "C.1 WAGE RATES ON PUBLIC WORKS " \l 2: When the Contract price exceeds $50,000, the Contractor shall comply fully with the provisions of ORS 279C.800 through 279C.870.Documents establishing those conditions, and any amendments, as determined by the Commissioner of the Bureau of Labor and Industries (BOLI), are included by reference as attachments to the Contract Documents (also see Section 2.3 for more info). These documents may be accessed at http://www.boli.state.or.us/BOLI/WHD/PWR/pwr book.shtml

C.2 PAYROLL CERTIFICATION AND FEE REQUIREMENTS tc "C.2 PAYROLL CERTIFICATION AND FEE REQUIREMENTS " \l 2

C.2.1 In accordance with ORS 279C.845, the Contractor and every Subcontractor shall submit written certified statements with the Owner's Authorized Representative, on the form prescribed by the Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage paid each worker that the Contractor or the Subcontractor has employed on the Project and further certifying that no worker employed on the Project has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in the Contract, which certificate and statement shall be verified by the oath of the Contractor or the Subcontractor that the Contractor or Subcontractor has read such statement and certificate and knows the contents thereof and that the same is true to the Contractor or Subcontractor's knowledge. The certified statements shall set out accurately and completely the payroll records for the prior week including the name and address of each worker, the worker's correct classification, rate of pay, daily and weekly number of hours worked, deductions made and actual wages paid. Certified statements shall be submitted as follows:

a) For any Project ninety (90) Days or less from the date of award of the Contract to the date of completion of Work under the Contract, the statements shall be submitted once before the first payment and once before final payment is made.

b) For any Project exceeding ninety (90) Days from the date of award of the Contract to the date of completion of Work under the Contract, the statements shall be submitted once before the first payment is made, at 90-Day intervals thereafter, and once before final payment is made.

The Contractor and Subcontractors shall preserve the certified statements for a period of three (3) years from the date of completion of the Contract.

C.2.2 Pursuant to ORS 279C.825 and in accordance with administrative rules promulgated by the Commissioner of the Bureau of Labor and Industries, the Contractor must pay a fee to the Bureau of Labor and Industries equaling 1/10 of one percent (1%) of the Contract price, however, the fee shall not be less than $100 nor more than $5,000, regardless of the Contract price. The fee shall be paid on or before the first progress payment or sixty (60) Days from the date Work first began on the Contract, whichever come first. The fee is payable to the Bureau of Labor and Industries and shall be mailed or otherwise delivered to the Bureau at the following address:

Bureau of Labor and Industries

Wage and Hour Division

Prevailing Wage Unit

800 NE Oregon Street, #32

Portland, Oregon 97232

C.3 PROMPT PAYMENT AND CONTRACT CONDITIONS tc "C.3 PROMPT PAYMENT AND CONTRACT CONDITIONS " \l 2 C.3.1 Pursuant to ORS 279C.505and as a condition to EWEB's performance hereunder, the Contractor shall:

C.3.1.1 Make payment promptly, as due, to all persons supplying to Contractor labor or materials for the prosecution of the Work provided for in this Contract.

C.3.1.2 Pay all contributions or amounts due the State Industrial Accident Fund and the State Unemployment Compensation Trust Fund from such Contractor or Subcontractor incurred in the performance of the Contract.

C.3.1.3 Not permit any lien or claim to be filed or prosecuted against the Owner on account of any labor or material furnished.

C. 3.1.4 Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

C.3.2 Pursuant to ORS 279C.515, and as a condition to Owner’s performance hereunder, Contractor agrees:

C.3.2.1 If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with the project as such claim becomes due, the proper officer(s) representing the owner may pay the claim and charge the amount of the payment against funds due or to become due Contractor under this Contract. Payment of claims in this manner shall not relieve the Contractor or the Contractor's surety from obligation with respect to any unpaid claims.

C.3.2.2 If the Contractor or a Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public improvement within thirty (30) Days after receipt of payment from Owner 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(3) 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 thirty (30) Days after the date when payment was received from Owner or from the Contractor, but the rate of interest shall not exceed thirty (30) percent. The amount of interest may not be waived

C.3.3 Pursuant to ORS 279C.580, 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 purpose of performing a construction contract:

a) A payment clause that obligates the Contractor to pay the first-tier subcontractor for satisfactory performance under its subcontract within ten (10) days out of such amounts as are paid to the Contractor by the public contracting agency under such contract; and

b) An interest penalty clause that obligates the Contractor if payment is not made within thirty (30) days after receipt of payment from the Owner, 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 pursuant to paragraph (a) of this subsection. Contractor or first-tier Subcontractor shall not be obligated to pay an interest penalty if the only reason that the Contractor or first-tier subcontractor did not make payment when payment was due is that the Contractor or first-tier Subcontractor did not receive payment from Owner or Contractor when payment was due. The interest penalty shall be for the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and shall be computed at the rate specified in ORS 279C.515(2)

c) A clause that requires each of Contractor's Subcontractor's to include, in each of their contracts with lower-tier Subcontractors or suppliers, provisions to the effect that the first-tier Subcontractor shall pay its lower-tier Subcontractors and suppliers in accordance with the provisions of subsections (a) and (b), above and requiring each of their Subcontractors and suppliers to include such clauses in their subcontracts and supply contracts.

C.3.4 All employers working under this Contract are subject employers which must comply with ORS 656.017 relating to providing Worker’s Compensation coverage.

C.4 PAYMENT FOR MEDICAL CARE tc "C.4 PAYMENT FOR MEDICAL CARE " \l 2: Pursuant to ORS 279C.530, and as a condition to Owner’s performance hereunder, Contractor shall promptly make payment, as due, to any person, partnership, association or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such Contractor all sums of which the Contractor agrees to pay for such services and all moneys and sums that the Contractor has collected or deducted from the wages of personnel pursuant to any law, contract or agreement for the purpose of providing or paying for such services.

C.5 HOURS OF LABOR tc "C.5 HOURS OF LABOR " \l 2: As a condition to Owner's performance hereunder, Contractor shall comply with ORS 279C.520, as amended from time to time and incorporated herein by this reference:

Pursuant to ORS 279C.520 and as a condition to Owner’s performance hereunder, no person shall be employed to perform Work under this Contract for more than ten (10) hours in any one day or forty (40) hours in any one week, except in cases of necessity, emergency or where public policy absolutely requires it. In such instances, Contractor shall pay the employee at least time and a half pay:

a) For all overtime in excess of eight (8) hours a day or forty (40) hours in any one week when the work week is five consecutive days, Monday through Friday; or

b) For all overtime in excess of ten (10) hours a day or forty (40) hours in any one week when the work week is four consecutive days, Monday through Friday; and c) For all Work performed on Saturday and on any legal holiday specified in ORS 279C.540.

Pursuant to OAR 839-025-0020(1)(c), Contractor must give written notice to their workers of the number of hours per day and days per week they may be required to work.

This section C.5 will not apply to Contractor's Work under this Contract if Contractor is currently a party to a collective bargaining agreement with any labor organization.

This Section C.5 shall not excuse Contractor from completion of the Work within the time required under this Contract.

23. Contract Documents.

This Contract consists of the following documents, hereby incorporated by reference, which are listed in descending order of precedence: this Contract less all attachments and exhibits, attached Attachment A, and Attachment E.

This Contract and the attached attachments and exhibits constitute the entire Agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

24. Survival.

Termination or expiration of this Contract does not extinguish or prejudice EWEB’s right to enforce the access to records, indemnification, governing law, and remedies provisions contained within this Contact, its attachments, exhibits, and any and all subsequent amendments.

25. Assurances:

The undersigned attests that they:

Represent and warrant to EWEB that they have the power and authority to enter into and perform this Contract and that this Contract, when executed by EWEB, shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms.

26. Contract Execution:

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR:

Company Name

Company Address

Telephone Number Fax Number

FEDERAL ID NUMBER

Email Address: ______________________________________________________________________________

_______________________________________________________Title______________________________

Person Signing Contract (Please print or type Name)

Signature: ________________________________________________________________________________ Email: _____________________________________________________________________________________

Contractor to fill out MWESB Status below:

MWESB Status EWEB encourages contracting with minority owned, woman owned, and emerging small businesses (MWESB). The State of Oregon offers a certification process. Indicate below if your business is a MWESB and if so, which categories have been state certified.

MWESB Certified? Yes _____ No _____. If yes, indicate which categories below:

Minority Owned _____ Woman Owned _____ Emerging Small Business _____ Veteran Owned _____

EXECUTION

EWEB:

Contract Administrator - Name Date

Email Address: _____________________________________________________________________

Supervisor / Manager - Name Date

Purchasing Supervisor - Name Date �Is this sufficient for timing receipt of invoice?

Contract 23-210-S / Electrical Services 2