Att G - Sample Contract Terms~1.pdf

1 - CONTRACT FOR CONSTRUCTION SERVICES

CONTRACT FOR CONSTRUCTION SERVICES

This Contract for Construction Services (“Contract”) is entered into by and between:

Tualatin Soil and Water Conservation District (TSWCD)

7175 NE Evergreen Parkway, Suite 400 Hillsboro, OR 97124

(503) 334-2288 and

Add Name (Contractor) Add Address

Contract Term. This Contract will commence on Start Date and terminate on End Date unless such term is modified by mutual written agreement of the parties.

Scope of Work. Contractor will provide the services (“Work”) described in the Scope of Work (SOW) in Exhibit A. In performing the Work, Contractor shall be an independent contractor and not an employee of TSWCD. TSWCD has the right to verify that Contractor’s performance meets the requirements of this Contract but does not have the right to control the manner of Contractor’s or Contractor’s subcontractors’ performance.

It is understood by the parties that a variety of modifications or revisions to the SOW may be required at during the performance of the SOW to achieve the desired Project outcome. Any modifications or revisions must be agreed to by both TSWCD and Contractor and incorporated into the SOW.

The Contract is contingent upon all of the following:

• TSWCD acquiring all required federal, state, and county permits;

• Receipt of Landowner’s permission to perform work at the project site;

• Availability of funding.

The project for which the Work is performed will be at least partially paid for with funds from federal sources. Contractor acknowledges that performance of the Work will be subject to the terms and conditions of such funding and that Contractor will comply with such terms and conditions in the performance of the Work.

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Compensation. The cost of the Work shall not exceed $0.00 without written approval by TWSCD. Contractor hereby certifies that the contract price includes the cost of prevailing wages as required under the federal Davis-Bacon Act.

This is a fixed-price contract. Contractor shall perform the Work at the rates detailed in Exhibit B, in accordance with the SOW. Contractor’s price shall include all associated costs (i.e. travel, fuel, materials, etc.) and be billed according to the terms in the SOW.

All permits, licenses, and fees necessary to prosecute and complete the work will be secured and paid for by Contractor unless otherwise specified by TSWCD.

Payment Procedures. The Contractor shall prepare and submit monthly invoices to the TSWCD Project Manager and shall include certification of payment of applicable prevailing wages.

Invoices are subject to TSWCD’s approval prior to payment TSWCD will make payments based on invoices submitted for work that meets the standards of quality established under the contract, as approved by TSWCD’s Project Manager. If there is a dispute concerning the amount due under any invoice, TSWCD may withhold the disputed amount without incurring interest or other charges pending the outcome of the dispute. TSWCD will notify Contractor about a disputed invoice within three (3) business days of receipt.

TSWCD has the right to examine Contractor’s business records to verify the accuracy of Contractor’s billing statements. The right of inspection extends to all documents necessary to permit adequate evaluation of the billing data submitted.

Additional Payment Terms. Payment shall be deemed made as of the date shown on the check.

For purposes of payment under this Agreement, “Days” shall mean calendar days, unless otherwise specified. Payment shall be due upon the later of the following events:

The 45th day after TSWCD receives an invoice from the Contractor.

The 45th day after TSWCD accepts the Work or services completed by the Contractor.

Notwithstanding the foregoing, final payment shall be due within 45 days of issuance of TSWCD’s Notice of Final Completion.

Retainage. TSWCD may retain a maximum amount of five (5) percent of the amount of each payment due. Contractor may provide an approved retainage bond in lieu of retainage. When Work is substantially complete, TSWCD and the Contractor shall jointly develop a punch list of Work remaining to be done before final acceptance and final payment of retained funds.

Changes in Work. Subject to the requirements of this section, TSWCD may request work outside the SOW of this Contract (“Additional Work”) or cancel a portion of the work (“Canceled Work”) at any time, or TSWCD and the Contractor may mutually agree to field changes (“Field Changes”) to the approved design plan when conditions require. Any changes

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made during construction will require approval and acceptance by District engineers and the engineer(s) of record. Field Changes related to bridges will also require approval by NRCS engineers.

Contractor will not perform, or be compensated for, any work performed outside the SOW without a written change order describing the changes in the Work and the terms of payment therefor. In the event of any such changes, the amount of compensation shall be adjusted as mutually agreed to by the parties. Any work performed in the absence of such a change order shall be considered within the SOW and shall not be eligible for additional compensation. TSWCD shall not be liable for profits lost due to any changes in the Work.

Interference with Performance. If at any time Contractor believes that TSWCD is in any way hindering, delaying or interfering with Contractor’s performance, Contractor will promptly inform TSWCD in writing and describe in detail the way in which Contractor believes that such hindrance, delay or interference is occurring. Contractor’s failure to promptly inform TSWCD in writing will operate as a waiver of Contractor’s right to assert claims or defenses based upon the hindrance, delay or interference. The terms of this paragraph do not apply to TSWCD’s suspension of the work outlined herein.

Time of Performance. Time is of the essence in the performance of this Contract. Contractor will complete all work in accordance with the schedule contained in Exhibit A.

Timeline for Completion. Unless otherwise agreed by the parties, the Project must be completed by September 30, 20__, in accordance with the In-Water Work Period established by Oregon Department of Fish and Wildlife (ODFW) for the Tualatin (2024 Oregon In-Water Work Guidelines). Promptly upon receiving the Notice to Proceed from TSWCD, the Contractor shall:

(a) commence work, (b) prosecute the work diligently, and (c) substantially complete the work no later than September 30, 20__ unless an extension is granted by TSWCD. TSWCD will coordinate an in-water work extension with ODFW and DSL if warranted.

Excusable Delays. Neither TSWCD nor Contractor is responsible for or liable for damages resulting from delays due to causes beyond their reasonable control, including, but not limited to, acts of God, acts or omissions of governmental authorities, strikes, lockouts, acts of the public enemy, wars, blockades or civil disturbances. In the event of such a delay, the completion date for Contractor’s services will be extended for a period equal to the length of the delay. Contractor will notify TSWCD in writing not more than ten (10) days after the occurrence of any event that Contractor believes will result in such a delay. The failure of Contractor to provide such notice will result in a waiver of Contractor’s right to claim that the delay is excusable.

Suspension of Work. TSWCD may suspend the work at any time by delivering written notice to Contractor. If TSWCD suspends the work for reasons that are not Contractor’s fault, Contractor shall be allowed an increase in the amount payable to Contractor equal to the increase in chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/www.dfw.state.or.us/lands/inwater/2024%20Oregon%20In-Water%20Work%20Guidelines.pdf chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:/www.dfw.state.or.us/lands/inwater/2024%20Oregon%20In-Water%20Work%20Guidelines.pdf Aaron Shaw Update link to current year

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Contractor’s actual, reasonable, and customary expenses resulting from the suspension. TSWCD shall not be liable for profits lost due to suspension of work.

Standard of Care; Rejected Work. Contractor shall perform the Work in accordance with the standard of professional skill and care required for a professional performing the same or similar scope of work, on a project of similar size, scope and complexity. TSWCD may reject any work which TSWCD, in its sole discretion, determines fails to meet such standards (“Defective Work”), and shall so notify Contractor. Upon receipt of such notification, Contractor shall promptly act to correct any Defective Work at Contractor’s sole cost and expense. If Contractor fails to eliminate defects within a reasonable time, TSWCD may remedy the Defective Work or hire another contractor to do so and reduce the fee payable to Contractor by such amount.

TSWCD’s rights under this paragraph shall be in addition to and not in lieu of all rights TSWCD may otherwise have if Contractor produces defective work.

Intellectual Property. All right, title, and interest in all intellectual property conceived or developed in the course of Contractor's work under this Contract are works made for hire and the property of TSWCD. As used herein, the term "intellectual property" includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, studies, reports, designs, plans, maps and specifications, and other confidential information and software. TSWCD understands that Contractor's proprietary and copyrighted data remains the property of Contractor and no copyright or work for hire rights or right, title or interest will transfer to TSWCD.

Publications. Contractor may not disclose, publish or otherwise distribute any information, materials, documentation, reports or work product (collectively, “Work Product”) that Contractor may acquire, develop or produce in performing work under this Contract or any amendment thereto, or that Contractor may receive from TSWCD, directly or indirectly, without first obtaining TSWCD’s prior written consent, which consent may be withheld in TSWCD’s sole discretion. If Contractor requests permission to disclose, publish, present or otherwise distribute any Work Product, Contractor must provide TSWCD with the entire publication, presentation or distribution, including summaries, editorial comments or other explanatory information and materials that will accompany the Work Product.

Indemnification. To the fullest extent permitted by law, Contractor will indemnify, hold harmless, reimburse and defend TSWCD, its officers, directors, partners, members, employees, agents, contractors, and sub-contractors, and the successors in interest of the foregoing, from, for and against suits, actions, claims, damages, penalties, liabilities, losses and expenses (including but not limited to all fees and related costs, disbursements and expenses of engineers, architects, attorneys and expert witness’ fees) arising out of or resulting from Contractor's performance of the Contract, but only to the extent caused by a breach of this Contract by Contractor or the negligent acts, errors or omissions of Contractor, any

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subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work herein described.

Insurance. Contractor shall provide proof of insurance coverages as set forth in Exhibit D to this agreement.

Events of Default.

1. Default by Contractor. Contractor shall be in default under this Agreement if:

a. Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings which are not dismissed within 60 days of their commencement, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

b. Contractor no longer holds a license or certificate that is required for Contractor to perform the Work and Contractor has not obtained such license or certificate within thirty (30) business days after delivery of District’s notice or such longer period as District may specify in such notice; or

c. Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Agreement, fails to perform the Work in conformance with the specifications and warranties provided herein, or clearly manifests an intent not to perform future obligations under this Agreement, and such breach or default is not cured, or such manifestation of an intent not to perform is not corrected by reasonable written assurances of performance within thirty (30) business days after delivery of District’s notice or such longer period as District may specify in such notice.

2. Default by District. TSWCD shall be in default under this Agreement if:

a. TSWCD fails to pay Contractor any amount pursuant to the terms of this Agreement, and District fails to cure such failure within thirty (30) business days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice; or

b. TSWCD commits any material breach or default of any covenant, warranty, or obligation under this Agreement, fails to perform its commitments hereunder within the time specified or any extension thereof, and District fails to cure such failure within thirty (30) business days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice.

Remedies for Default.

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1. District’s Remedies. In the event Contractor is in default, TSWCD may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, which include, without limitation:

o Termination of this Contract as provided herein;

o Withholding all monies due for Work that Contractor is obligated but has failed to perform within thirty (30) days after TSWCD has notified Contractor of the nature of Contractor’s default;

o Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief;

o Exercise of its right of setoff.

Remedies Cumulative. These remedies are cumulative to the extent the remedies are not inconsistent, and District may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that Contractor was not in default under Sections 10.1, the rights and obligations of the parties shall be the same as if this Agreement was terminated pursuant to Section 11.

2. Contractor’s Remedies. In the event District terminates this agreement without cause, or is in default as provided herein, and whether or not Contractor elects to exercise its right to terminate due to default by TSWCD as provided herein, Contractor’s sole monetary remedy shall be a claim for any unpaid invoices; hours worked but not yet billed with respect to each phase of work, up to the not-to-exceed amount set forth in herein; authorized expenses incurred, less previous amounts paid and any claims which TSWCD has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor shall pay any excess to TSWCD upon written demand.

Termination. TSWCD may terminate this Contract without cause at any time upon the delivery of written notice to Contractor. In the event of such termination, Contractor shall be entitled to compensation for all Work performed in accordance with the requirements of this Contract prior to the date of termination. TSWCD shall not be liable for lost profits on uncompleted work or damages as a result of termination under this paragraph.

The termination of this Contract shall not relieve or release Contractor from any liability to TSWCD for damages sustained by TSWCD by virtue of any breach of this Contract by Contractor or by any intentional or negligent act of Contractor. TSWCD may withhold all or any part of any payment due to Contractor upon such termination as a set-off against the amount of any such damages until such time as the exact amount of damages due to TSWCD from Contractor is determined.

Upon termination of this Contract, Contractor shall promptly deliver all work in progress and any other TSWCD property (equipment, materials, documents, etc.) in Contractor’s possession

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relating to this Contract. TSWCD may withhold payment of Contractor’s final invoice until Contractor has complied with this paragraph.

Arbitration. All disputes arising out of or relating to this Contract are subject to arbitration in accordance with the American Service of Portland rules then in effect. Written notice of demand for arbitration must be timely filed with the Arbitration Service of Portland within a reasonable time after the dispute has arisen. The award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

In any arbitration proceedings brought under this section or any legal proceedings arising out of or relating to this Contract, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees, together with all reasonable investigation, expert and other costs incurred, in addition to any other relief to which any party may otherwise be entitled.

Contractor’s agreement to arbitrate is not a waiver of its lien rights or bond claim rights otherwise provided by law, which rights are fully reserved.

Change Orders, Amendments, Waivers. This Contract, all change orders, modifications, amendments and any waiver of any portion of the Contract will not be effective unless in writing and approved by TSWCD’s Executive Director or the Executive Director’s designee and, when required by applicable TSWCD rules, TSWCD’s Board of Directors.

Compliance With Applicable Laws. Contractor will keep itself fully informed of and comply with all federal, state and local laws, regulations and ordinances applicable to this Contract, as those laws, regulations and ordinances may be adopted or amended from time to time. These laws, regulations and ordinances including, without limitation, the applicable provisions of ORS chapter 279C, and payment of prevailing wages under the federal Davis-Bacon Act, are incorporated by reference herein. Specifically, and not by way of limitation, Contractor shall comply with the following:

1. Payment and Performance Security. Pursuant to ORS 279C.380, upon execution of this

Agreement Contractor shall provide a performance bond and a payment bond that conform with the requirements of ORS 279C.380. The performance bond and the payment bond shall be separate and each shall be for the full amount of the contract.

2. Public Works Bond. Pursuant to ORS 279C.830(3), the Contractor and every subcontractor shall have a public works bond filed with the Construction Contractors Board before starting work on the project, unless exempt under ORS 279C.836 (7) or (8).

3. Prevailing Wage Certification.

a. Pursuant to ORS 279C.845, by the fifth business day of the month following performance of work under this Agreement, the Contractor or subcontractor, as

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appropriate, shall deliver or mail to TSWCD, written, certified statements, on a form prescribed by the BOLI Commissioner, certifying:

(a) The hourly rate of wage paid each worker whom the contractor or the subcontractor has employed upon the public works; and

(b) That no worker employed upon the public works has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in the contract.

b. 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.

c. The certified statement shall be verified by the oath of the Contractor or the contractor’s surety, or subcontractor or the subcontractor’s surety, that the Contractor or subcontractor has read the certified statement and knows the contents thereof and that the same is true to the Contractor’s or subcontractor’s knowledge.

4. Retainage When Certification Not Filed. Pursuant to ORS 279C.845(8), and notwithstanding and in addition to any other terms in this agreement, TSWCD shall retain 25 percent of any amount earned by the Contractor under this Agreement until the Contractor has filed with TSWCD the certified statements as required under this Section. TSWCD shall pay the Contractor the amount retained under this Section within 14 days after the Contractor files the certified statements as required, regardless of whether a subcontractor has failed to file certified statements as required. TSWCD has no obligation to verify the truth of the contents of certified statements filed by the contractor under this Section.

The Contractor shall retain twenty-five percent (25%) of any amount earned by a first-tier subcontractor on the project until the subcontractor has filed with TSWCD certified statements as required by this Section. The Contractor shall verify that the first-tier subcontractor has filed the certified statements before the Contractor may pay the subcontractor any amount retained under this subsection. The Contractor shall pay the first-tier subcontractor the amount retained under this subsection within fourteen (14) days after the subcontractor files the certified statements as required by this section. Neither TSWCD nor the Contractor is required to verify the truth of the contents of certified statements filed by a first-tier subcontractor under this Section.

Tax Law Compliance. Contractor will pay all taxes, including federal, state, regional, county and city taxes, and taxes of any other governmental entity, applicable to the services performed or materials provided under this Contract. Contractor represents, warrants and covenants that Contractor has complied with, and agrees that during the term of this Contract will comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State including, but not

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limited to, ORS 305.620 and ORS chapters 316, 317 and 318. Contractor’s failure to comply with Oregon Tax Laws or the applicable tax laws of political subdivisions of this State for the six years prior to the date Contractor executes this Contract or the period of time Contractor has been in business, whichever is less, or during the term of the Contract is a default for which TSWCD may terminate the Contract and seek damages and other relief available under the terms of the Contract or under applicable law.

Third Party Beneficiaries. No provision of this Contract will in any way inure to the benefit of any third person so as to constitute any such person a third-party beneficiary of this Contract or of any one or more of the terms of this Contract, or otherwise give rise to any cause of action in any person not a party to this Contract.

No Contingent Fees. Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Contractor any fee or consideration of any kind, contingent upon or resulting from the award or making of this Contract. If Contractor breaches the warranty contained in this paragraph, TSWCD has the right to deduct from the Contract price or otherwise recover the full amount of such fee or consideration.

Waiver of OTCA Rights. Contractor hereby waives all indemnity rights Contractor may have under the Oregon Tort Claims Act which arise as a result of an agency or alleged agency relationship between the parties.

Conflicts of Interest. In the performance of this Contract, Contractor will remain free of conflicts of interest. Conflicts of interest include, but are not limited to, the following:

When Contractor’s services include recommending products or services for TSWCD’s purchase, a significant financial interest held by Contractor in any manufacturer or seller of products or services so recommended. TSWCD has the exclusive right to determine what constitutes a significant financial interest.

Assignment. Contractor may not assign Contractor’s rights or duties pursuant to this Contract without first obtaining TSWCD’s written consent.

Project Management. Each party will assign a project manager to this Contract who is authorized to act on behalf of their respective employers concerning all matters related to this Contract

Interpretation of Contract. This Contract will not be construed for or against any party by reason of the authorship or alleged authorship of any provision. The paragraph headings contained in this Contract are for ease of reference only and will not be used in construing or interpreting this Contract.

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Severability/Survival. If any of the provisions contained in this Contract are held illegal, invalid or unenforceable, the enforceability of the remaining provisions will not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest will survive the termination of this Contract for any cause.

Choice of Law/Venue. This Contract and all rights, obligations and disputes arising out of the Contract will be governed by Oregon law. Unless otherwise agreed to by the parties, venue for all disputes will be in Washington County, Oregon.

Integration. This document constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, representations or communications of every kind on the subject. No course of dealing between the parties and no usage of trade will be relevant to supplement any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract will not be relevant to determine the meaning of this Contract and no waiver by a party of any right under this Contract will prejudice the waiving party’s exercise of the right in the future.

Electronic Signature. This Contract may be executed in several counterparts, each of which will be an original, all of which will constitute one and the same instrument. An electronic signature will be considered an original. The individuals signing this Contract certify that they are authorized to execute this Contract on behalf of Contractor and TSWCD, respectively.

IT IS HEREBY AGREED:

CONTRACTOR

By:___________________________

Name:________________________ Title:__________________________

Date: _________________________

TSWCD

By:__________________

Lacey Townsend Executive Director

Date:__________________________

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Exhibit A – Scope of Work ________________________________________________

For all Project Elements:

The Contractor is responsible for:

• Removal of vegetation, debris, and obstacles within the construction area

• Procurement and installation of construction fencing

• Procurement and installation of sediment barriers

• Procurement and installation of water diversion area with isolated areas for fish salvage

• Procurement and installation of temporary stream crossings and bypass roads, where crossings are present

• Providing straw mulch for restoration elements

Procurement of the following Materials:

• Temporary Sediment Fencing

• Temporary Fish Block Net

• Temporary Diversion Pump

• Temporary Diversion Hose

• Temporary Dewatering Pump

• Temporary Dewatering Hose

• Temporary Diversion Dam

• Temporary Stream Crossing and Bypass Road

All materials may be delivered and stored onsite in designated staging areas, as indicated in the plan set. The contractor will coordinate with the District to notify landowner(s) of delivery date and time.

Item 1 – Mobilization Description:

Includes all equipment and materials (not included in specific items) required to complete this scope of work, including diversion and dewatering, and fish removal.

Item 2 – Add Task Description:

Materials:

All materials may be delivered and stored onsite in designated staging areas, as indicated in plan set. The contractor will coordinate with the District to notify landowner(s) of delivery date and time.

Item 3 – Add Task Description:

Materials:

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All materials may be delivered and stored onsite in designated staging areas, as indicated in and time.

Item 4 – Add Task

Materials:

All materials may be delivered and stored onsite in designated staging areas, as indicated in

Item 5 – Add Task

Materials:

All materials may be delivered and stored onsite in designated staging areas, as indicated in

Water Quality

Contractor will perform measures associated with grading and construction to prevent erosion post-construction and implementation. Straw waddles will be utilized by Contractor and seeding with native seed mix will be utilized by the District as erosion control measures. When operating large equipment, Contractor will also perform turbidity monitoring as per DEQ 401 Water Quality standards and will provide documentation to District Project Manager. Contractor will only operate heavy machinery with bio fluids in case of spill or broken line.

Fire Prevention and Safety

Contractor must have on site all required operational wildland fire suppression equipment and operate in accordance with designated Industrial Fire Precaution Level (IFPL) during operations.

Access by vehicles or people should be controlled during treatment for safety. Proposed project approach must address operational safety measures for treatment area.

Field Changes

Any changes made during construction will require approval and acceptance by District engineers and the engineer(s) of record. Field changes related to bridges will also require approval by NRCS engineers.

Contractor will provide assistance on an as needed Time and Materials Basis.

Pre-Construction Conference

Include if applicable

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A mandatory walkthrough conference will be held with the Contractor, TSWCD, and TSWCD engineers. Discussion will include site access, sequence of work, estimated time for accomplishing tasks, and overall responsibilities of the Contractor, TSWCD, and the other parties in fulfillment of the contract. Date and time of the Pre-Construction conference will be determined by the Contractor and TSWCD and based upon favorable site conditions. The contractor will provide a 2 week notice for scheduling of the preconstruction meeting.

Proposed Sequencing

Contractor physical approach to the project is based on the following sequencing:

1. Pre-construction phase. This includes homeowner outreach, fish salvage permitting, materials acquisition, design finalization, and project layout.

2. Mobilization. This includes equipment and materials such as bridge abutments and decks, large woody debris, stream bed material and boulders, and coordination of fish salvage.

3. Install

4. Install

5. Install

6. Install

7. Remove stream diversion bypass if applicable

8. Restore staging areas, bypass road areas, and straw all bare soils. Demobilize from project site.

Add elements according to appropriate sequencing as determined by Contractor and TSWCD project manager

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Exhibit B – Budget for Construction Services

Add negotiated budget proposal from Contractor

Contingency (20%)………………………………………………………………………………….……………………………………………………………..$ 0.00 Total………………………………………………………………………………………………………………………………………………………………………………$0.00

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Exhibit C – 100% Construction Drawings

(Page Intentionally Blank)

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Exhibit D – Insurance Requirements:

Contractor shall obtain at Contractor’s expense the insurance specified in this section prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or tail coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to TSWCD. Coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention and self-insurance, if any.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITY

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements. If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide workers’ compensation insurance coverage for its employees as required by applicable workers’ compensation laws including employers’ liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

COMMERCIAL GENERAL LIABILITY:

Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the TSWCD. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000.

AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided.

PROFESSIONAL LIABILITY:

Professional Liability insurance covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract by the Contractor and Contractor’s subcontractors, agents, officers or employees in an amount not less than $1,000,000 per claim. Annual aggregate limit shall not be less than $2,000,000. If coverage is on a claims made basis, then either an extended reporting period of not less than 24 months shall

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be included in the Professional Liability insurance coverage, or the Contractor shall provide Tail Coverage as stated below.

POLLUTION LIABILITY:

Pollution Liability Insurance covering Contractor’s or appropriate subcontractor’s liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related cleanup costs incurred by Contractor, all arising out of the Goods delivered or Services (including transportation risk) performed under this Contract is required. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000.

An endorsement to the Commercial General Liability or Automobile Liability policy, covering Contractor’s or subcontractor’ liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related clean-up cost incurred by the Contractor that arise from the Goods delivered or Services (including transportation risk) performed by Contractor under this Contract is also acceptable.