Attachment 5. Sample Services Contract.pdf

STATE OF OREGON

PARKS AND RECREATION DEPARTMENT

SERVICES CONTRACT #9412

DECOMMISSIONING AT

JOSEPH STEWART COUNTY PARK

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Oregon Parks and Recreation Department, (“OPRD”) and _______________ dba __________an Oregon Corporation (“Contractor”) and is effective as of the Effective Date.

Contractor’s Contract Administrator for this Contract is:

Name Address Address Phone/Cell:

Email:

OPRD’s Contract Administrator for this Contract is:

Name Address Address Phone: () @oprd.oregon.gov

Either party may change its Contract Administrator by providing the other notice in compliance with Section 5 of this Contract.

1. Contract Term.

The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on August 31, 2023. The termination of this Contract will not extinguish or prejudice OPRD’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

2. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence:

2.1. this Contract less all exhibits;

2.2. Exhibit A (Statement of Work);

2.3. Exhibit B (Terms & Conditions for the Purchase of Goods & Services);

2.4. Exhibit C (Technical Specifications); and

2.5. Exhibit D (Project Maps).

The foregoing documents and Exhibits are attached hereto and made a part of the Contract by this reference.

3. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to OPRD the Work (“Work”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Work and Services. Contractor shall mailto:Dan.quigley@oprd.oregon.gov

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $0.00. OPRD will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract, and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

4.2. Payments. Payments, including interim payments to Contractor are subject to ORS 293.462, will be made only for completed and accepted Work and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

4.3. Invoices. Contractor shall submit invoices to OPRD as set forth in the Statement of Work or, if not set forth therein, to OPRD’s Contract Administrator.

5. Notices. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder must be given in writing by email to Contractor or Agency at the email address set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this Section 5. Any communication or notice given by personal delivery is effective when actually delivered. Any notice given by email is effective when the sender receives confirmation of delivery, either by return email, or by demonstrating through other technological means that the email has been delivered to the intended email address.

6. Amendments. OPRD may amend this Contract to the extent permitted by applicable statutes and administrative rules. No amendment to this Contract is effective unless it is in writing signed by the parties, and has been approved as required by applicable law.

7. Counterparts. This Contract may be executed in several counterparts, all of which when taken together constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract so executed constitutes an original.

8. Oregon False Claims Act. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract, that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or OPRD under this Contract or any other provision of law.

9. Severability. The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

10. Certifications. The individual signing on behalf of Contractor hereby:

10.1 Certifies and swears under penalty of perjury to the best of the individual’s knowledge that: (a) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (b) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, that Contractor is not in violation of any Oregon tax laws and that for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract, Contractor faithfully has complied with: (i) all tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; (c) Contractor is an independent contractor as defined in ORS 670.600; and (d) the supplied Contractor tax identification numbers are true and accurate;

10.2 Certifies that, to the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against any disadvantaged business enterprise, minority-owned business, woman-owned business, business that service-disabled veteran owns or emerging small business certified under ORS 200.055 in obtaining any required subcontracts;

10.3 Certifies that Contractor has a written policy and practice that meets the requirements, described in ORS 279A.112, of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the Contract, to maintain the policy and practice in force during the entire Contract term.

10.4 Certifies that Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at https://www.treasury.gov/ofac/downloads/sdnlist.pdf

In witness whereof, the Parties hereto have made, executed and delivered the Contract as of the last date a signatory below has signed the Contract.

Contractor

CCB: ________ CCB Expiration Date: _____________

By: ___________________________________SAMPLE _______________________________

Name, Title Date

State of Oregon acting by and through its Oregon Parks and Recreation Department

(OPRD)

By: _________________________________________________________________________

Name, Title Date https://www.treasury.gov/ofac/downloads/sdnlist.pdf

EXHIBIT A

STATEMENT OF WORK

1. PURPOSE; SCOPE OF WORK

The purpose of this Contract is to remove one Oil Water Separator, decommission a 260-Gallon

Waste Oil Underground Storage Tank, decommission one Fuel Line and conduct site restoration according to Technical Specifications in Exhibit C and Project Maps in Exhibit D at the Joseph

Stewart County Park located at OR-62, Prospect, Oregon, Jackson County.

All Work must be conducted according to State of Oregon Department of Environmental Quality-

Underground Storage Tank Oregon Administrative Rules and any additional state and federal laws applicable the project.

2. WORK AND DELIVERABLES

2.1 CONTRACTOR OBLIGATIONS. Contractor shall:

a. Perform the work in accordance with the stated specifications, requirements, delivery schedule, and relevant industry standards;

b. Contractor shall provide all travel, labor, materials, permitting, recycling of replaced product, and incidentals necessary to complete the Work as described in this Contract.

c. Contractor shall remove and properly dispose (off site) all decommissioned products.

d. Contractor shall begin work on the date agreed-to by Contractor and OPRD and shall complete all work within 5 business days, unless otherwise agreed-to by OPRD.

e. Operate during the time between one-half hour after sunrise to one-half hour prior to sunset each day. No work will be done on weekends or holidays unless approved by OPRD’s Project

Manager.

2.2 OPRD OBLIGATIONS. OPRD shall:

a. Provide access to Joseph Stewart County Park for Contractor to complete Work.

b. Review completed Work and accept or reject the Work. If any porting of the Work is rejected, OPRD shall provide the reason for rejection and a description of the Work that needs to be corrected.

2.3 JACKSON COUNTY REQUIREMENTS.

a. Contractor shall assure public safety and accessibility to the marina, all open ditches must be clearly marked with signage and covered with either plywood/metal plating when work is not in progress.

b. Park is open dawn to dusk. Day use gates are locked at night; Contractor may request access to sites if needed.

c. Contractor shall conduct Work Monday -Thursday to avoid public crowds in the Park.

d. County Park contacts will be provided to Contractor by OPRD.

e. There are areas within the Park to leave vehicles overnight.

3. PAYMENT SCHEDULE

Contractor shall submit one (1) invoice to OPRD upon completion of all Work and acceptance by OPRD. OPRD shall make one (1) lump-sum payment to Contractor for all Work completed and accepted by OPRD.

EXHIBIT B

TERMS AND CONDITIONS FOR THE

PURCHASE OF GOODS & SERVICES

1. DELIVERY: Deliveries will be F.O.B destination, unless otherwise agreed.

Contractor shall pay all transportation and handling charges. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the Goods. Contractor remains liable for latent defects, fraud, and warranties.

2. ACCEPTANCE: Agency may inspect and test the Goods and related Services (collectively, Goods). Agency may reject non-conforming Goods or Services (“Work”) and require Contractor to correct them without charge or deliver them at a reduced price, as negotiated. If Contractor does not cure defects within a reasonable time, Agency may reject the Goods and cancel the Contract in whole or in part. Title to the Goods passes to Agency in accordance with the Uniform Commercial Code, ORS chapters 71-79 (UCC), and this section does not affect or limit Agency's rights under the UCC.

3. PAYMENT: Agency shall pay Contractor within 30 days from (i) the date the Goods or Work are delivered and accepted or (ii) the date the invoice is received, whichever is later. If Agency fails to pay within 45 days of such date, Contractor may assess overdue account charges up to a rate of 2/3% per month (8% APR) or the maximum rate allowed by law on the outstanding balance.

4. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants that:

• Unless otherwise agreed, the Goods are new and unused, (and if applicable, the current model), free and clear of any liens or encumbrances, and carry full manufacturer warranties;

• Contractor shall transfer all manufacturer warranties to the State;

• Delivered Goods will comply with specifications and be free from defects in labor, material and manufacture;

• Contractor owns or has the right to transfer or sell the Goods to Agency;

• Contractor has the power and authority to enter into and perform this Contract and this Contract is a binding obligation upon Contractor enforceable in accordance with its Terms;

• Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services;

• Contractor is an independent contractor and its provision of the Goods creates no potential or actual conflict of interest as defined in ORS 244;

• Contractor has, for a period no fewer than 6 years preceding the Contract Effective Date, complied with the tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318 and the laws of all political subdivisions;

• Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State, and

• All implied and express warranties under the UCC are incorporated in this Contract.

These representations and warranties are cumulative and are in addition to and not in lieu of any other representations or warranties found in this Contract or the law.

5. TERMINATION:

• The parties may terminate the Contract by mutual agreement.

• Agency may terminate the Contract at any time upon written notice to Contractor. Upon receipt of the written notice, Contractor shall stop performance, and Agency shall pay Contractor for Goods or Work delivered and accepted.

• Agency may terminate the Contract at any time upon written notice to Contractor if Agency fails to receive funding, appropriations, or other expenditure authority.

• Agency may terminate the Contract for cause upon written notice to Contractor, if Contractor breaches any Contract provision, including the representations and warranties related to liquidated and delinquent debt, or is declared insolvent. Contractor shall be liable for all incidental and consequential damages resulting from its breach, including all damages as provided in the UCC.

• Agency may terminate the Contract if Contractor fails to comply with the tax laws of this state or any political subdivision or Contractor violates any warranties or certification related to compliance with the tax laws of this State and any political subdivision of this State.

6. REMEDIES: Any violation or breach of the Contract entitles Agency to terminate the Contract, to pursue and recover any and all damages that arise from the breach and the termination of the Contract, and to pursue any or all of the remedies available under the Contract, at law, or in equity, including but not limited to: termination of the Contract in whole or in part; collection by administrative offset or garnishment, if applicable, or withholding amounts otherwise due and owing to Contractor without penalty. The remedies set forth in this Section 6 are cumulative.

7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless the State and it agencies, their divisions, officers, employees, and agents, from all claims, suits or actions of any nature arising out of or related to the activities of Contractor, its officers, subcontractors, agents or employees under this Contract.

8. GOVERNING LAW, JURISDICTION, VENUE: This Contract is governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflict of laws. Any unresolved Dispute between Agency and Contractor that arises from or relates to the Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Dispute must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State of Oregon's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise or of any defenses to Claims, or as consent to the jurisdiction of any court.

8.1 LEGAL COUNSEL: If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above

9. FORCE MAJEURE: Neither party is responsible for delay or default caused by an event beyond its reasonable control. Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of the Contract.

10. ASSIGNMENT/SUBCONTRACT/SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights (Subcontract) or delegate responsibilities under this Contract in whole or in part, without the prior written approval of Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

11. ACCESS TO RECORDS: Contractor shall maintain all accounting records relating to this Contract according to Oregon Accounting Manual (OAM) and any other records relating to Contractor’s performance (“Records”) for 6 years from termination or as otherwise required. Contractor shall grant the State and its agencies, the Secretary of State, the federal government, and their duly authorized representative’s access to the Records, including reviewing, auditing, copying, and making transcripts.

12. COMPLIANCE WITH APPLICABLE LAWS: Contractor shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Contract and the performance of the Services. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act portion of the American Recovery and Reinvestment Act of 2009 (ARRA), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended;

(vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and (xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. OPRD’s performance under the Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270 which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

12.1 COMPLIANCE WITH OREGON TAX LAWS: Contractor shall, throughout the duration of this Contract, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes the tax laws described in Section 8.1.5.1 through 8.1.5.4.

13. INSURANCE: Contractor shall obtain at Contractor’s expense the following insurance prior to performing under this Contract. Contractor shall maintain such insurance in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made 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 are acceptable to Agency. All 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: 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: Contractor shall provide Commercial General Liability Insurance coverage in a form and with coverage that are satisfactory to the State. This insurance must 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 must be written on an occurrence basis in an amount of not less than in an amount of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 annual aggregate limit.

• Auto Liability: Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance covering owned, non-owned and/or hired vehicles, as applicable. The coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000.00, or the equivalent.

• Pollution Liability: Contractor shall provide Contractor’s Pollution Liability Insurance covering Contractor’s or appropriate Subcontractor’s liability for bodily injury, property damage, loss of use of property, loss of value of property, government ordered cleanup costs, natural resource damage, environmental damage, and environmental or natural resource damage resulting from sudden, accidental and gradual pollution and related cleanup costs incurred by Contractor, or Subcontractor if the coverage is obtained by the Subcontractor, all arising out of the goods or materials delivered or services (including transportation risk) performed under this Contract is required. Coverage shall be written on an occurrence basis with a per loss limit of no less than $1,000,000.00 and not less than $2,000,000.00 annual aggregate limit. Coverage shall include the cost of defense and the cost of defense shall be provided outside the coverage limits.

• Continuous Claims Made Coverage: If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Contractor shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the Contract, for a minimum of 24 months following the later of:

• (i) Contractor ’s completion and Agency’s acceptance of all Services required under the Contract, or

• (ii) Agency or Contractor termination of this Contract, or

• (iii) The expiration of all warranty periods provided under this Contract.

• Excess/Umbrella Insurance: A combination of primary and excess/umbrella insurance may be used to meet the required limits of insurance. When used, all of the primary and umbrella or excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions SIR’s), indemnity, and defense requirements. The umbrella or excess policies shall be provided on a true “following form or broader coverage basis, with overage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insured, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

If excess/umbrella insurance is used to meet the minimum insurance requirements, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance.

• Additional Insured: All liability insurance, except for Workers’ Compensation, Professional Liability, Pollution Liability and Network Security and Privacy Liability (if applicable), required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds but only with respect to Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

Regarding Additional Insured status under the General Liability policy, we require the additional insured status with respect to liability arising out of ongoing operations and completed operations. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on or at least as broad as ISO Form CG 20 10 and the Additional Insured endorsement with respect to completed operations must be on or at least as broad as ISO form CG 20 37.

• Certificate(s) and Proof of Insurance: Contractor shall provide to Agency Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance Agency has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract.

• Notice of Change Or Cancellation: The Contractor or its insurer must provide at least 30 days’ written notice to Agency before cancellation of, material change to, potential exhaustion of aggregate limits of, or non-renewal of the required insurance coverage(s).

• Insurance Requirement Review: Contractor agrees to periodic review of insurance requirements by Agency under this Contract and to provide updated requirements as mutually agreed upon by Contractor and Agency.

• State Acceptance: All insurance providers are subject to Agency acceptance. If requested by Agency, Contractor shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Section 13.

14. SAFETY DATA SHEETS: As applicable, Contractor shall provide Agency with a Safety Data Sheet (SDS) for any Goods which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use 29 CFR 1910.1200(g)(6)(iii). Contractor shall label, tag or mark such Goods.

15. RECYCLABLE PRODUCTS: Unless otherwise required, Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the Contract. These products shall include recycled paper, recycled PETE products, other recycled products (ORS 279A.010(1)(gg),(hh),(ii)), and other recycled plastic resin products.

16. AMENDMENTS: All amendments to this Contract must be in writing, approved by Agency.

17. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be invalid, the other provisions and the rights and obligations of the parties remain in effect.

18. WAIVER: Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by Agency of its rights to such performance in the future or to enforce any other provisions.

19. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Agency may withhold final payment under this Contract until Contractor has met this requirement.

20. TAX CERTIFICATION: Contractor hereby certifies under penalty of perjury:

(a) the number shown on this form is the correct Federal Employer Identification Number; (b) it is not subject to backup withholding because (i) it is exempt from backup withholding, (ii) it has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding;

and (c) it is not in violation of any Oregon tax laws.

21. EXAMINATION OF SPECIFICATIONS, AND SITE: It is understood that the Contractor, before submitting an Bid, has made a careful examination of the Contract Documents; has become fully informed as to the quality and quantity of materials and the character of the Work required; and has made a careful examination of the location and conditions of the Work and the sources of supply for materials. The Owner will in no case be responsible for any loss or for any unanticipated costs that may be suffered by the Contractor as a result of the Contractor's failure to acquire full information in advance in regard to all conditions pertaining to the Work. No oral agreement or conversation with any officer, agent, or personnel of before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained.

22. MATERIALS AND WORKMANSHIP: The intent of the Contract Documents is to provide for the construction and completion in every detail of the Work described. All Work shall be performed in a professional manner and unless the means or methods of performing a task are specified elsewhere in the Contract Documents, Contractor shall employ methods that are generally accepted and used by the industry, in accordance with industry standards.

23. PERMITS: Contractor shall obtain and pay for all necessary permits and licenses, except for those specifically excluded in the Contract, for the construction of the Work, for temporary obstructions, enclosures, opening of streets for pipes, walls, utilities, environmental Work, etc., as required for the project. Contractor shall be responsible for all violations of the law, in connection with the construction or caused by obstructing streets, sidewalks or otherwise. Contractor shall give all requisite notices to public authorities.

24. INSPECTION: Agency shall have access to the Work at all times.

Inspection of the Work will be made by the Agency at its discretion. The Agency will have authority to reject Work that does not conform to the Contract Documents. Any Work found to be not in conformance with the Contract Documents, in the discretion of the Agency, shall be removed and replaced at the Contractor's expense.

25. USE OF PREMISES: Contractor shall confine equipment, storage of materials and operation of Work to the limits indicated by Contract Documents, law, ordinances, permits or directions of the Agency. Contractor shall follow the Agency’s instructions regarding use of premises, if any.

26. PROTECTION OF WORKERS, PROPERTY, AND THE PUBLIC:

Contractor shall maintain continuous and adequate protection of all of the Work from damage, and shall protect the Agency, workers and property from injury or loss arising in connection with this Contract. Contractor shall remedy acceptably to the Agency, any damage, injury, or loss, except such as may be directly due to errors in the Contract Documents or caused by authorized representatives or personnel of the Agency. Contractor shall adequately protect adjacent property as provided by law and the Contract Documents.

27. CUTTING AND PATCHING: Contractor shall be responsible for coordinating all cutting, fitting, or patching of the Work to make its several parts come together properly and fit to receive or be received by work of other contractors or Subcontractors shown upon, or reasonably implied by, the Contract Documents.

Contractor shall be responsible for restoring all cut, fitted, or patched surfaces to an original condition; provided, however, that if a different condition is specified in the Contract Documents, then Contractor shall be responsible for restoring such surfaces to the condition specified in the Contract Documents.

28. CLEANING UP: From time to time as may be ordered by the Agency, the Contractor shall, at its own expense, clean up and remove all refuse any unused materials of any kind resulting from the Work. If Contractor fails to do so within twenty-four hours after notification by the Agency, the work may be done by others and the cost charged to the Contractor and deducted from payment due the Contractor.

29. ENVIRONMENTAL CONTAMINATION: Contractor will be held responsible for and shall indemnify, defend (with counsel of Agency’s choice) and hold harmless Agency from and against any costs, expenses, damages, claims, and causes of action, (including attorney fees), or any of them, resulting from all spills, releases, discharges, leaks and disposal of environmental pollution, including storage, transportation, and handling during the performance of the Contract which occur as a result of, or are contributed by, the negligence or actions of Contractor or its personnel, agents, or Subcontractors or any failure to perform in accordance with the Contract Documents (except to the extent otherwise void under ORS 30.140). Nothing in this section shall limit Contractor's responsibility for obtaining insurance coverages required under the Contract, and Contractor shall take no action that would void or impair such coverages.

Contractor agrees to promptly dispose of such spills, releases, discharge or leaks to the satisfaction of Agency and proper regulatory agencies in a manner that complies with applicable federal, state, and local laws and regulations.

Cleanup shall be at no cost to the Agency and be performed by properly qualified personnel.

Contractor shall obtain the Agency’s written consent prior to bringing onto the Work site any environmental pollutants or (ii) hazardous substances or materials, as the same or reasonably similar terms are used in any applicable federal, state, or local statutes, rules or ordinances. Notwithstanding such written consent from the Agency, the Contractor, at all times, shall: properly handle, use and dispose of all environmental pollutants and hazardous substances or materials brought onto the Work site, in accordance with all applicable federal, state, or local statutes, rules, or ordinances; be responsible for any and all spills, releases, discharges, or leaks of (or from) environmental pollutants or hazardous substances or materials which Contractor has brought onto the Work site; and promptly clean up, without cost to the Agency, such spills, releases, discharges, or leaks to the Agency’s satisfaction and in compliance with all applicable federal, state, or local statutes, rules or ordinances.

Contractor shall report all reportable quantity releases to applicable federal, state, and local regulatory and emergency response agencies. Reportable quantities are found in 40 CFR Part 302, Table 302.4 for hazardous substances and in OAR 340-142-0050 for all products addressed therein. Upon discovery, regardless of quantity, Contractor must telephonically report all releases to the Agency. A written follow-up report shall be submitted to Agency within 48 hours of the telephonic report. Such written report shall contain, as a minimum:

• Description of items released (identity, quantity, manifest no., and all other documentation required by law.)

• Whether amount of items released is EPA/DEQ reportable, and, if so, when it was reported.

• Exact time and location of release, including a description of the area involved.

• Containment procedures initiated.

• Summary of communications about the release Contractor has had with members of the press or State officials other than Agency.

• Description of cleanup procedures employed or to be employed at the site, including disposal location of spill residue.

• Personnel injuries, if any, resulting from, or aggravated by, the release.

30. ENVIRONMENTAL CLEAN-UP: Unless disposition of environmental pollution is specifically a part of this Contract, or was caused by the Contractor, Contractor shall immediately notify Agency of any hazardous substance(s) which Contractor discovers or encounters during performance of the Work required by this Contract. "Hazardous substance(s)" means any hazardous, toxic and radioactive materials and those substances defined as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or other similar designations in any federal, state, or local law, regulation, or ordinance, including without limitation asbestos, polychlorinated biphenyl (PCB), or petroleum, and any substances, materials or wastes regulated in 40 CFR, Part 261 and defined as hazardous in 40 CFR S 261.3. In addition to notifying Agency of any hazardous substance(s) discovered or encountered, Contractor shall immediately cease working in any particular area of the project where a hazardous substance(s) has been discovered or encountered if continued work in such area would present a risk or danger to the health or wellbeing of Contractor's or any Subcontractor's work force.

Upon being notified by Contractor of the presence of hazardous substance(s) on the project site, Agency shall arrange for the proper disposition of such hazardous substance(s).

31. RESPONSIBILITY FOR DAMAGES / INDEMNITY: Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay that may be caused by, or result from, the carrying out of the Work to be done under this Contract, or from any act, omission or neglect of the Contractor, its Subcontractors, personnel, or agents.

32. TIME IS OF THE ESSENCE: The Contractor shall at all times carry on the Work diligently, without delay and punctually fulfill all requirements herein.

Contractor shall commence Work on the site on the date specified in the Contract or otherwise agreed to by Agency. Unless specifically extended in writing by Agency, all Work shall be complete by the date contained in the Contract Documents.

33. CORRECTION OF WORK BEFORE PAYMENT: The Contractor warrants to the Agency that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects, and that the Work will conform to the requirements of the Contract Documents. Work failing to conform to these requirements shall be deemed defective. Contractor shall promptly remove from the premises and replace all defective materials and equipment as determined by the Agency, whether incorporated in the Work or not. Removal and replacement shall be without loss or expense to the Agency, and Contractor shall bear the cost of repairing all Work destroyed or damaged by such removal or replacement of defective Work and, unless a longer period is specified, Contractor shall correct all defects that appear in the Work within a period of one year from the date of Acceptance by Agency

34. WARRANTY WORK; Neither the final payment nor any provision of the Contract Documents shall relieve the Contractor from responsibility for defective Work and, unless a longer period is specified, Contractor shall correct all defects that appear in the Work within a period of one year from the date of issuance of the written notice of Substantial Completion by the Owner except for latent defects which will be remedied by the Contractor at any time they become apparent.

The Owner shall give Contractor notice of defects with reasonable promptness.

Contractor shall perform such warranty work within a reasonable time after Owner’s demand. If Contractor fails to complete the warranty work within such period as Owner determines reasonable, or at any time in the event of warranty work consisting of emergency repairs, Owner may perform such work and Contractor shall reimburse Owner all costs of the same within ten (10) Days after demand without affecting Contractors obligations.

This provision does not negate guarantees or warranties for periods longer than one year including without limitation such guarantees or warranties required by other sections of the Contract Documents for specific installations, materials, processes, equipment or fixtures.

In addition to Contractor's warranty, manufacturer's warranties shall pass to the Agency and shall not take effect until affected Work has been accepted in writing by the Agency.

35. OPERATION AND MAINTENANCE MANUALS: As part of the Work, Contractor shall submit one completed operation and maintenance manual ("O & M Manual") to Agency upon completion of the Work. The O & M Manual shall contain a complete set of all product data as required by the specifications, training information (if applicable), phone list of consultants, manufacturers, installer and suppliers, manufacturer's printed data, record and shop drawings, schematic diagrams of systems, appropriate equipment indices, and warranties.

36. RESERVED

37. EXTRA MATERIALS: As part of the Work, Contractor shall provide spare parts, extra maintenance materials, and other materials or products in the quantities specified in the Contract Documents.

38. ENVIRONMENTAL CLEAN-UP: Upon completion of the Work and prior to Acceptance by Agency, the Contractor shall notify the Agency that all environmental pollution clean-up performed as a part of this Contract (if applicable) has been disposed of in accordance with all applicable rules, regulations, laws, and statutes of all agencies having jurisdiction over such environmental pollution.

39. PAY EQUITY: As required by ORS 279B.235 Contractor shall comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause.

Contractor may not prohibit any of Contractor’s employees from discussing the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person. Contractor may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

40. INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND

WITHHOLDING

Independent Contractor. Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, Agency may not 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 Services.

No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal Agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS

30.265 or otherwise.

Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such compensation or payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual

EXHIBIT C

Technical Specifications

Section 011100- Summary of Work

Section 012000- Price and Payment Procedures

Section 017000- Execution and Closeout Requirements

Section 026500- Underground Storage Tank Removal

Section 310513- Soils for Earthwork

Section 311000- Site Clearing

Section 312316- Excavation

Section 312323- Fill

Section 312500- Erosion and Sedimentation Controls

Section 321123- Aggregate Base Courses

Section 321216- Asphalt Paving

Exhibit D

Project Maps

Figure 1: Site Vicinity- Site Boundary

Figure 2: Site Plan-Underground Fuel Line

Figure 3: Site Plan-Oil/water Separator, Waste Oil Tank Access, Water Line