4-RFP 22-033 Business Insurance Broker Services EXHIBIT B Sample Contract.pdf

SALEM AREA MASS TRANSIT DISTRICT (SAMTD)

Business Insurance Broker Services Contract No. 22-033

Contract – Page 1

EXHIBIT B

SAMPLE CONTRACT

DO NOT EXECUTE

SALEM AREA MASS TRANSIT DISTRICT

PROFESSIONAL SERVICES CONTRACT

FOR

BUSINESS INSURANCE BROKER SERVICES

Contract No. 22-033

This Contract is by and between Salem Area Mass Transit District ("SAMTD") and Successful Contractor ("Contractor").

1. Term

Unless terminated sooner under the provisions of this Contract, the base term of the Contract shall be from January 2, 2023 to December 31, 2025. SAMTD shall have four (4) options to extend the term, each for one (1) year, to be exercised at the discretion of SAMTD by written notice to Contractor not less than 30 days prior to the expiration of the preceeding term.

2. Contract Provisions

All provisions of the documents below are incorporated in this contract by reference. Any conflict between or among any of the documents listed below shall be resolved in accordance with the order of precedence set forth below.

A. Written contract modifications executed by the parties after contract award, B. This contract form, C. Scope of Services as set forth in Exhibit A-1, D. Compensation as set forth in Exhibit A-2

E. General Conditions as set forth in Exhibit B, F. Special Contract Conditions as set forth in Exhibit C, G. Addenda, if any, as set forth in Exhibit D.

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3. Scope of Services

Contractor shall perform the tasks identified in the Scope of Services set forth in A-1, within the time frame and budget stated.

4. Compensation

Provided that Contractor fully and faithfully performs its obligations under this Agreement, SAMTD agrees to compensate Contractor in accordance with the rates set forth in Exhibit A-2. Total contract compensation shall not exceed $XXX,XXX.XX

5. Tax Certification

Contractor hereby certifies, under penalty of perjury, that Contractor is, to the best of its knowledge, not in violation of any tax laws described in ORS 305.380(4).

CONTRACTOR NAME SALEM AREA MASS TRANSIT DISTRICT

By: By:

(signature) (signature)

Name: Name: Allan Pollock

Title: Title: General Manager / CEO

Approved As To Form

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EXHIBIT A-1

SCOPE OF SERVICES

Scope Description

(Insert Scope & Specifications from RFP 22-033 PART 2 Here)

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EXHIBIT A-2

COMPENSATION

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EXHIBIT B

GENERAL CONDITIONS

GC.1 Contractor's Status and General Responsibilities

Contractor is an independent Contractor for all purposes and is entitled to no compensation from SAMTD other than that provided by this Contract. Contractor shall inform SAMTD of Contractor's Federal Internal Revenue Service Employer Identification Number or, if Contractor is an individual with no employer identification number, Contractor's Social Security Number. The Contractor and its officers, employees, and agents are not in any way officers, employees or agents of SAMTD as those terms are used in ORS 30.265. The Contractor, its employees or officers shall not hold themselves out either explicitly or implicitly as officers, employees or agents of SAMTD for any purpose whatsoever, nor are they authorized to do so.

Contractor shall provide and pay for all labor, materials, equipment, utilities, and other goods or services necessary for full contract performance unless this Contract specifically provides otherwise.

Contractor shall supervise and direct contract performance using its best skill, and shall be responsible for selecting the means of contract performance. If, during or after the term of this Contract, Contractor learns of any actual or potential defect in the services provided under this Contract, of any problem associated with the results of contract performance, or of any nonconformance with a provision of this Contract or of Federal, state, or local law, Contractor shall inform SAMTD immediately in writing with a full description of the defect, problem, or nonconformance.

GC.2 Notices and Communications

All notices and other communications concerning this Contract shall be written in English and shall bear the contract number assigned by SAMTD. Notices and other communications may be delivered personally, by facsimile, by email, by regular, certified or registered mail or other commercial delivery service.

A notice to SAMTD will be effective only if it is delivered to that person designated in writing in either

(a) the Notice of Award of this Contract, (b) the Notice to Proceed under this Contract, or (c) to another individual specifically designated for this purpose by this Contract. A notice to the Contractor shall be effective if it is delivered to the individual who signed this Contract on behalf of Contractor at the address shown with that signature, to a corporate officer if Contractor is a corporation, to a general partner if Contractor is a partnership, or to another individual designated in writing by the Contractor in the contract or in a written notice to SAMTD.

GC.3 Assignment and Subcontracting

Contractor shall not assign any of its rights or subcontract any of its responsibilities under this Contract without the prior written consent of SAMTD. Contractor shall include in each subcontract provisions necessary to make all of the provisions of this Contract fully effective and applicable to Contractor’s subcontractors. Contractor shall provide all necessary plans, specifications, and instructions to its suppliers and subcontractors to enable them to properly perform their work.

The Contractor shall perform at least fifty percent (50%) of the work with their own organization. All subcontractors must be pre-approved by SAMTD before they begin work. SAMTD reserves the right to investigate sub-contractor responsibility prior to confirming award, if subcontractors are known.

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SAMTD will not approve change orders to the proposal or final contract price for replacing rejected sub-contractors.

Contractor shall be jointly and severally, and vicariously liable to SAMTD and responsible for the work of, including, but not limited to the adequacy, timeliness, efficiency, and sufficiency, its subcontractors.

All subcontractors shall be jointly and severally liable to SAMTD and responsible for their work.

SAMTD shall not be held responsible for the contractual relationship between subcontractors and Prime contractors. The Prime contractor shall maintain and monitor all subcontractor performance, payment, project delivery requirements, and relationships as they pertain to the Prime’s ability to successfully complete a project. Failure of a contractor to properly manage subcontractors resulting in project delays shall be considered breach of contract and subject to the rights and remedies outlined in the contract terms and conditions.

GC.4 Indemnification

A. To the fullest extent permitted by law, Contractor agrees to fully indemnify, hold harmless, and defend SAMTD, its directors, officers, and employees from and against all claims, demands, losses, suits, damages, attorney fees, and costs of every kind and description and expenses incidental to the investigation and defense thereof, resulting from, any act, omission, fault or negligence of Contractor, its agents, contractors, sub-contractors, or employees in the performance or nonperformance of Contractor’s obligations under this Contract. Should any incident be due to the joint and or concurrent negligence of the Contractor and SAMTD, all costs items identified above will be borne by the Contractor and SAMTD in proportion to their respective negligence.

The obligations of Contractor under this Section 4 will not in any way be affected or limited by the absence in any case of insurance coverage or by the failure or refusal of any insurance carrier to perform any obligation on its part to be performed under insurance policies affecting this Contract. In no way shall the Contractor limit its liability under this Contract.

B. This indemnity shall survive the termination of this Contract or final payment hereunder. This indemnity is in addition to any other rights or remedies which SAMTD and the other parties to be indemnified may have under the law or under this Contract. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, SAMTD may in its sole discretion reserve, retain or apply any monies due to the Contractor under the Contract for the purpose of resolving such claims;

provided, however, that SAMTD may release such funds if the Contractor provides SAMTD with adequate assurance of the protection of SAMTD’S interests. SAMTD shall be the sole judge of whether such assurances are adequate.

GC.5 Prompt Payment

Contractor shall make payment promptly, as due, to all persons supplying to the Contractor labor or material for the performance of the work provided for in the Contract; pay contributions or amounts due the Industrial Accident Fund from the Contractor or subcontractor incurred in the performance of the Contract; and pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

ORS 279B.220.

Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the Contractor, of all sums that the Contractor agrees to pay for the services and all moneys and sums that the Contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services. ORS 279B.230.

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GC.6 Compliance with Laws and Regulations

Contractor shall adhere to all applicable federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Contract. The Contractor shall comply with the clauses required in every public contract entered into in the State of Oregon as set forth in ORS 279B.220, 279B.225, 279B.230, 279B.235, 279C.505, 279C.510, 279C.515, 279C.520, and 279C.530, each of which is incorporated herein by reference.

All subject employers working under this Contract are either employers that will comply with ORS

656.017 or employers that are exempt under ORS 656.126.

GC.7 Liens Prohibited

Contractor shall not permit any lien or claim to be filed or prosecuted against SAMTD, its property or its right-of-way on account of any labor or material furnished or any other reason for work arising out of this Contract. If any lien shall be filed, Contractor shall satisfy and discharge or cause such lien to be satisfied and discharged immediately at Contractor’s sole expense.

GC.8 Safety

Notwithstanding any safety provisions elsewhere in this Contract, and in addition to Contractor’s own safety procedures, Contractor shall implement and enforce all safety requirements that are standard in the industry and/or that are required by SAMTD’S Safety Department.

GC.9 Prohibited Interests

A. No SAMTD Board member, officer, employee or agent who ceases to hold a position at SAMTD shall have any direct beneficial financial interest in this Contract, if they authorized this Contract while acting in their official position at SAMTD, for two years after the date the contract was authorized. This precludes working on this Contract as Contractor’s employee. The term “authorize” in this provision means that the Board member, officer, employee or agent (“public official”) performed a significant role in the selection of the Contractor or the execution of this Contract, including recommending approval or signing of the Contract, serving on the selection committee or having the final authorizing authority for this Contract.

B. No SAMTD Board member, officer, employee, or agent (or any member of the immediate family or the partner of any of the aforementioned) shall solicit or accept, and Contractor (including any subcontractors) shall offer or give to any SAMTD Board member, officer, employee or agent (or any member of the immediate family or the partner of any of the aforementioned), any gratuities, favors, or anything of monetary value, in connection with the administration of this Contract, except to the extent permitted by applicable law and SAMTD policy.

GC.10 Integration, Modification, and Administrative Changes

This Contract includes the entire agreement of the parties and supersedes any prior discussions or agreements regarding the same subject. This Contract may be modified in writing by a modification that has been signed by individuals authorized to bind each of the parties contractually. SAMTD reserves the right to make administrative changes to the Contract unilaterally. An administrative change means a written contract change that does not affect the substantive rights of the parties.

GC.11 Severability/Survivability

If any of the provisions contained in this Agreement are held by a court of law or arbitrator to be illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired, and the parties shall negotiate an equitable adjustment of this Contract so that the purposes of this Contract are

Contract – Page 8 not affected. All provisions concerning indemnity survive the termination or expiration of this Contract for any cause.

GC.12 Waiver and Non-waiver

A. A waiver by one party of a right to a remedy for breach of this Contract by the other party shall not be deemed to waive the right to a remedy for a subsequent breach by the other party. SAMTD’S acceptance of goods or services, or payment under this Contract, shall not preclude SAMTD from recovering against Contractor or Contractor's surety for damages due to Contractor's failure to comply with this Contract.

B. Both parties having had the opportunity to consult an attorney regarding the provisions of this

Contract, the parties agree to waive the principle of contract interpretation that an ambiguity will be construed against the party that drafted the ambiguous provision.

GC.13 Termination for Default

A. SAMTD may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to (i) Deliver the supplies or to perform the services within the time specified in this Contract or any extension; (ii) Make progress, so as to endanger performance of this Contract; or (iii) Perform any of the other provisions of this Contract.

B. SAMTD’S right to terminate this Contract under subdivision (A) of this clause may only be exercised if the Contractor does not cure such failure within 10 calendar days (or more if authorized in writing by the Contract Administrator) after receipt of the notice from the Contract Administrator specifying the failure. If SAMTD terminates this Contract in whole or in part under the default provisions, it may acquire, under the terms and in the manner the Contracting Officer considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to SAMTD for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated.

C. Contractor shall be paid the contract price only for completed supplies or services delivered and accepted. If it is later determined by SAMTD that Contractor had an excusable reason for not performing, such as a strike, fire, flood, or other event that is not the fault of, or is beyond the control of, Contractor, SAMTD may allow Contractor to continue work, or may treat the termination as a termination for convenience.

D. The rights and remedies set forth in this clause are in addition to any other rights and remedies available to the parties as provided by law or under this Contract.

GC.14 Termination for Convenience

SAMTD may terminate this Contract, in whole or in part, at any time by written notice to the Contractor when it is in SAMTD’S or the Public’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. SAMTD will not be responsible for payment for any work performed after the time of termination. After termination, the Contractor shall promptly submit to SAMTD its termination claim for payment. If the Contractor has any property in its possession belonging to SAMTD, the Contractor will account for the same, and return it to SAMTD in the manner that SAMTD directs.

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GC.15 Inspection of Goods and Services

A. SAMTD has the right to inspect and test all goods/services called for under the Contract, to the extent practicable, at all times and places during the term of the Contract. SAMTD shall perform inspections and tests in a manner that will not unduly delay the work.

B. If any of the goods or services do not conform with contract requirements, SAMTD may require the Contractor to replace the goods or perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in goods or services cannot be corrected by re-performance, SAMTD may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements and (2) reduce the contract price to reflect the reduced value of the goods/services performed.

C. If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, SAMTD may (1) by contract or otherwise, perform the services and charge to the Contractor any cost incurred by SAMTD or (2) terminate the Contract for default.

GC.16 Acceptance, Rejection, and Revocation of Acceptance

If this Contract is for the supply of goods, then SAMTD shall be deemed to have accepted goods only after the goods have been delivered by Contractor, and SAMTD has had a reasonable opportunity after delivery to inspect the goods. Prior to acceptance, SAMTD may reject any goods that fail to conform to the requirements of this Contract. SAMTD may revoke its acceptance of goods that fail to conform to this Contract if the failure to conform was not reasonably discoverable by ordinary pre-acceptance inspection or evaluation. Acceptance may be revoked under this Paragraph even if SAMTD has started using the goods before discovering that they do not conform to the Contract. Upon request by SAMTD, Contractor shall replace or repair to SAMTD’S satisfaction any goods that have been rejected by SAMTD or the acceptance of which has been revoked by SAMTD under this Paragraph. Failure to replace or repair those goods within a reasonable time after SAMTD’S request shall be a material breach of this Contract.

GC.17 Title and Risk of Loss

If this Contract is for the supply of goods, Contractor shall bear the risk of loss until the goods have been delivered to the site designated by SAMTD and an authorized SAMTD employee or agent has taken possession of them. Title to goods shall pass to SAMTD upon SAMTD’S payment for those goods. If this Contract is for the rental or lease of Contractor’s goods, the Contractor shall bear the risk of loss to Contractor’s goods. Contractor agrees to carry insurance to cover any such losses. Title to the Contractor’s goods shall remain with Contractor while goods are in SAMTD’S possession. If this Contract is for the repair or servicing of SAMTD owned goods, Contractor shall bear the risk of loss until the goods have been delivered to the site designated by SAMTD and an authorized SAMTD employee or agent has taken possession of them. Title to SAMTD owned goods shall remain with SAMTD while goods are in Contractor’s possession. Contractor agrees to carry insurance to cover any losses/damages to SAMTD’S goods while in Contractor’s possession.

GC.18 Work Product

All work product of Contractor that results from this Agreement (the “Work Product”) is the exclusive property of SAMTD. Work Product shall include but not be limited to all data, information in any form, documents, research, analysis and other any work subject to intellectual property laws and doctrines.

SAMTD and Contractor intend that such Work Product be deemed “work for hire” of which SAMTD shall be deemed the author. If for any reason the Work Product is not deemed “work for hire,” Contractor hereby irrevocably assigns to SAMTD all of its right, title, and interest in and to any and all of the Work

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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 SAMTD may reasonably request in order to fully document such vested rights in SAMTD. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC Section 106A or any other rights of identification or authorship or rights of approval, restriction or limitation on use or subsequent modifications.

GC.19 Audit and Inspection of Records

A. Contractor shall maintain a complete set of records relating to this Contract in accordance with generally accepted accounting procedures. Contractor shall permit the authorized representatives of SAMTD, the U.S. Department of Transportation, the Oregon Secretary of State and the Comptroller General of the United States to inspect and audit all work, materials, payrolls, books, accounts, and other data and records of Contractor relating to its performance under this Contract until the expiration of three (3) years after final payment under this Contract.

B. Contractor further agrees to include in all of its subcontracts under this Contract a provision to the effect that the subcontractor agrees that SAMTD, the U.S. Department of Transportation, the Federal Transit Administration, the Oregon Secretary of State and the Comptroller General of the United States, or any of their duly authorized representatives shall, until the expiration of three

(3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and other records of the subcontractor. The term "subcontract" as used in this Section excludes (1) purchase orders not exceeding $10,000.00 and

(2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.

C. The periods of access and examination described in subparagraphs A and B of this Section for records that relate to (1) disputes between SAMTD and Contractor, (2) litigation or settlement of claims arising out of the performance of this Contract, or (3) costs and expenses of this Contract as to which exception has been taken by the Comptroller General or any of his or her duly authorized representatives, shall continue until all disputes, claims, litigation, appeals, and exceptions have been resolved.

GC.20 Mediation

Should any dispute arise between the parties concerning this agreement that is not resolved by mutual agreement, it is agreed that it may by mutual agreement be submitted to mediated negotiation prior to any party commencing litigation. The mediator’s fees and costs shall be borne equally by the parties.

GC.21 Nondiscrimination

During the term of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, sexual orientation, disability, or national origin.

GC.22 Applicable Law and Jurisdiction

This Contract shall be governed by the State of Oregon law, without resort to any jurisdiction's conflicts of law principles, rules or doctrines. Any suit or action arising from this Contract shall be commenced and prosecuted in the courts of Marion County, Oregon or the U.S. District Court for the District of Oregon, in Salem, Oregon, as applicable. The parties agree to submit to the jurisdiction and venue of these courts.

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GC.23 Paragraph Headings and Other Titles

The parties agree that paragraph headings and other titles used in this Contract are for convenience only, and are not to be used to interpret this Contract.

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EXHIBIT C

SPECIAL CONTRACT CONDITIONS

SP.1 Term

Unless terminated sooner under the provisions of this Contract, the base term of the Contract shall be as identified in this Contract, Section 1 “Term”.

SP.2 Type of Contract

A. This is a firm fixed unit price, requirements contract for the goods & services specified in Exhibit A-1

“Scope of Work” and is effective for the period stated in Section 1 “Term” of this Contract. Contractor shall be paid at the rates specified in Exhibit A-2.

B. The quantities of goods & services set forth herein are estimates only and are not purchased by this

Contract. Except as this Contract may otherwise provide, quantity variance between “estimated” and actual services required shall not constitute the basis for an equitable price adjustment.

C. Except for any limitations on quantities that may be specified elsewhere in this Contract, there is no limit on the amount of goods & services that may be purchased.

SP.2 Delivery

A. Delivery is per specifications in scope of work.

B. The total price in Exhibit A-2 includes any and all delivery costs F.O.B. to Salem Area Mass Transit District, 555 Court Street NE, Suite 5230, Salem, OR 97301.

SP.3 Payments and Invoices

SAMTD shall pay the Contractor, upon the submission of invoices, the prices stipulated in this Contact for goods delivered and accepted or services rendered and accepted, less any deductions provided in this Contract. SAMTD shall pay the Contractor within thirty (30) days of the receipt of a properly completed and submitted invoice.

Notwithstanding any other additional requirements of this Contract, invoices shall contain the contract number, the date(s) supplies were delivered or services were furnished; a detailed description of the supplies or services furnished, and a price breakdown showing contract prices and units.

All invoices shall be submitted to SAMTD’s Finance Department as follows:

Salem Area Mass Transit District Attn: Accounts Payable 555 Court St NE, Suite 5230 Salem, OR 97301

Email: accounts.payable@cherriots.org

Failure to strictly comply with this provision may result in a delay in payment.

mailto:accounts.payable@cherriots.org

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SP.4 Project Managers

The Contractor's designated Project Manager identified below shall be the Contractor's representative for the administration of the contract documents and the supervision of the work. In all matters relating to the performance of the work and payment therefore, and in all situations involving actual, recommended or, proposed changes, SAMTD shall accept commitments and instructions of the Contractor only from the Project Manager or a duly authorized representative of the Project Manager so designated in writing.

After initial approval by SAMTD, the Contractor shall not change the Project Manager without the prior written approval of SAMTD. SAMTD shall appoint its own Project Manager for the work required by this Contract.

SAMTD Project Manager: Christina Conner, Chief Human Resources Officer Email Address: XXXX.XXXXX@cherriots.org Phone number: 503-361-XXXX

SP.5 Notice To Proceed

The Contractor shall not proceed with any work required under this Contract without a written Notice to Proceed from SAMTD’S Procurement Department or the authorized SAMTD Project Manager. Any work performed or expenses incurred by the Contractor prior to the Contractor's receipt of Notice to Proceed shall be entirely at the Contractor's risk.

SP.7 Insurance

During the term of this Contract, Contractor shall purchase and maintain any insurance required by this Contract. Contractor shall furnish acceptable certificates of insurance and additional insured endorsements to SAMTD within ten (10) days after award of this Contract, and prior to commencement of any contract work.

Contractor shall be responsible for the payment of all premiums and deductibles and shall indemnify SAMTD for any liability or damages that SAMTD may incur due to Contractor's failure to purchase or maintain any required insurance.

Contractor shall maintain insurance of the types and in the amounts described below.

1) Commercial General Liability Insurance

Commercial General Liability insurance, with coverage limits not less than:

(a) $2,000,000.00 per occurrence, bodily injury and property damage; and

(b) $2,000,000.00 general aggregate, bodily injury and property damage.

Such coverage will be equivalent to or better than the Insurance Service Office (ISO) standard coverages, conditions, and extensions, and shall not contain limitations or exclusions for Blanket Contractual, Broad Form Property Damage, Personal Injury, Premises-Operations, Products and-Completed Operations, Independent Contractors, Fire Legal Liability, and Explosion, Collapse, and Underground (XCU).

The General Liability policy shall be endorsed with CG 2010 1185 or CG 2010 1001 and CG 2037 1001 or equivalent, naming SAMTD and its directors, officers, representatives, agents, and employees as additional insured.

2) Business Auto Liability Insurance

Automobile bodily injury and property damage liability insurance covering all motor vehicles, whether owned, non-owned, leased, or hired, with not less than the following limits:

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(a) Bodily injury: $2,000,000.00 per person; $2,000,000.00 per accident; and

(b) Property damage: $2,000,000.00 per accident.

The Automobile policy shall be endorsed with CA 20 48 02 99 or equivalent, naming SAMTD and its directors, officers, representatives, agents, and employees as additional insured.

3) Worker’s Compensation Insurance

Oregon statutory workers' compensation and employer’s liability coverage, including all states protection, if applicable, voluntary compensation and Federal endorsement. Contractor shall include U.S. Longshore and Harbor Workers Compensation Act and Maritime coverage (“Jones Act”). Employer’s liability coverage shall have the following minimum limits:

(a) Bodily Injury by Accident: $1,000,000.00 each accident

(b) Bodily Injury by Disease $1,000,000.00 each employee

(c) Bodily Injury by Disease: $1,000,000.00 policy limit

Contractors who are non-subject workers meeting one of the exceptions in ORS 656.027 may not be required to carry workers compensation insurance. Any Contractor requesting an exemption from the workers compensation coverage listed above must make that request in writing, stating the Contractor’s qualification for exemption under ORS 656.027 and shall maintain “if any” workers compensation insurance coverage.

Failure of SAMTD to demand certificates of insurance, additional insured endorsements or other evidence of full compliance with these insurance requirements or failure of SAMTD to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain such insurance.

The insurance required under this Paragraph shall:

1) Include (as evidenced by endorsement) SAMTD and its directors, officers, representative, agents, and employees as additional insureds with respect to work or operations connected with the Contract (excluding Professional Liability and Worker’s Compensation policies);

2) Require Contractor to give SAMTD not less than thirty (30) days written notice prior to termination, cancellation, or non-renewal of coverage;

3) Insurance policies shall be purchased only from insurance companies that meet SAMTD’S A.M. Best Rating criteria of “A-” or better (excluding SAIF) and are authorized to do insurance business in Oregon;

4) Contractor will cause its underwriters of insurance policies to waive their rights of subrogation arising from the work performed under this Contract. Contractor’s insurance shall apply as primary and will not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above. This must be noted on the insurance certificate.

SP.8 Time of Essence

Time is of the essence in this Contract. Contractor's failure to deliver goods/services on time shall be a material breach of this Contract. If Contractor fails to deliver goods/services on time, SAMTD, at its discretion, may procure those goods/services from another source. If the price paid by SAMTD for goods/services procured from another source under this Paragraph is higher than the price under this

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Contract, Contractor shall pay SAMTD the difference between those prices. SAMTD may deduct that difference from any amount SAMTD owes Contractor.

SP.9 Changes

A. SAMTD may at any time, by written order, make changes within the general scope of this Contract in any one or more of the following:

(1) Description of services to be performed.

(2) Time of performance (i.e., hours of the day, days of the week, etc.).

(3) Place of performance of the services.

(4) Modifications in special equipment requirements

B. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed by order, SAMTD shall make an equitable adjustment in contract price, the delivery schedule or both, and shall modify the Contract.

C. The Contractor must assert its right to any adjustment under this clause within thirty (30) days from the date of receipt of the written order. However, if SAMTD decides that the facts justify it, SAMTD may receive and act upon a proposal submitted before final payment of the Contract.

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EXHIBIT D

Contract Terms Addenda (if any)