Attachment A Sample Contract_Temporary Staffing Services.pdf

Rev 5.6.2025 -1-

SERVICES AGREEMENT

(279B with Prevailing Wage) between

URBAN FLOOD SAFETY AND WATER QUALITY DISTRICT

and

CONTRACTOR NAME

For

TEMPORARY STAFFING FOR OPERATIONS AND MAINTENANCE SERVICES

Agreement Number: UFD-XXXX-XX-SA

This Agreement for Services (this "Agreement") is made by and between the URBAN FLOOD SAFETY AND WATER QUALITY DISTRICT, an Oregon special district created under ORS 550 ("DISTRICT"), and [FULL LEGAL NAME OF CONTRACTOR] ("Contractor"), a _________ corporation by and through their duly authorized representatives, for (insert description of services). This Agreement may refer to the DISTRICT and Contractor individually as a “Party” or jointly as the “Parties”.

Effective Date and Termination. The effective date of this Agreement is [insert date] or the date on which each Party has signed this Agreement, whichever is later (the “Effective Date”).

Unless earlier terminated as provided below, the termination date is [insert date] (“Termination Date”).

The total Compensation Cap amount under this Agreement shall be $____.

Recitals:

WHEREAS, to further its operations, the DISTRICT desires to ________ and;

WHEREAS, Contractor, in its Proposal dated ________ and submitted in response to the DISTRICT’S RFP number ___________ represented that it has the knowledge, experience, and expertise in (identify what) and;

WHEREAS, the DISTRICT selected Contractor based on its Proposal;

The Parties agree as follows:

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TERMS AND CONDITIONS

1. Initial Information

a. Party Contacts.Contractor’s and DISTRICT’S Point of Contact for this Agreement are:

Urban Flood Safety and Water Quality District Contractor:

Name: Name:

Title: Title:

Address: Address:

City, State: City, State:

e-mail: e-mail:

Copy to: Nicole Handley Copy to:

Procurement Services nhandley@urbanfloodsafetyor.gov

2. Agreement Renewal: This Agreement may be renewed upon mutual agreement of both Parties in writing up to five years from the initial execution of this Agreement.

3.Contractor's Contract to Provide Services. Contractor agrees to provide DISTRICT with the Services described in Exhibit 1 (Statement of Work) (the "Services").

a. Exhibits. This Agreement includes the following Exhibits:

Exhibit 1: Statement of Work, Services, Compensation, and Invoicing Requirements

Exhibit 2: Insurance Requirements

Exhibit 3: Certification Statement for Corporation or Independent Contractor

Exhibit 4: Contractor’s Proposal

Exhibit 5: Contractor’s Rate Schedule

Exhibit 6: General Grant Funding Terms and Conditions

b. Order of Precedence. The terms of any document that form this Agreement are subject to the following order of precedence:

1. Terms of an amendment issued after the execution of this Agreement.

2. This Agreement (excluding its Exhibits).

3. Exhibits to this Agreement in order set forth in Section 3.a above.

4. Other documents incorporated by the terms of this Agreement.

mailto:nhandley@urbanfloodsafetyor.gov

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4. Time is of the Essence. Time is of the essence in the performance of this Agreement.

Contractor shall provide the Services and shall complete its performance in accordance with all schedule requirements under this Agreement.

5. Subcontracts and Assignment. Contractor shall not subcontract any of the Services, or assign or transfer any of its interest in this Agreement, without the prior written consent of DISTRICT, which may be withheld without cause. In addition to any other provisions the DISTRICT may require, in any permitted subcontract under this Agreement, Contractor shall require that the subcontractor be bound by all the same terms and conditions of this Agreement.

Such subcontracts are solely between Contractor and the subcontractor and shall not have any binding effect on DISTRICT.

6. Other Contractors. DISTRICT may undertake or award other contracts for additional or related work, and Contractor shall fully cooperate with such other contractors and with any DISTRICT employees concerned with such additional or related work, and shall coordinate its performance under this Agreement with such additional or related work. Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by DISTRICT employees.

7. Independent Contractor Status. Contractor shall certify status as an independent contractor.

8. No Third-Party Beneficiaries. DISTRICT and Contractor are the only parties to this Agreement and are the only parties entitled to enforce its terms. Nothing in this Agreement gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Agreement and expressly described as intended beneficiaries of this Agreement.

9. Successors in Interest. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any.

10. Nonperformance. In the event of nonperformance under this Agreement, DISTRICT, after seven days’ written notice, shall have the right to obtain from other sources such products, services, or both as may be required to accomplish the Services not performed, and it is agreed that the difference in cost, if any, for said work or products shall be borne by Contractor. For purposes of this section, nonperformance shall be defined as failure to appear and perform the Services as specified and scheduled.

11. Early Termination. This Agreement may be terminated as follows unless otherwise specified herein:

a. DISTRICT and Contractor, by mutual written agreement, may terminate this Agreement at any time.

b. DISTRICT, in its sole discretion, may terminate this Agreement for any reason on 30 days’ written notice to Contractor.

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c. DISTRICT may terminate this Agreement in the event of a material breach by Contractor, and Contractor may terminate this Agreement in the event of a material breach by DISTRICT. To be effective, the party seeking termination must give to the other party written notice of the breach and its intent to terminate. If the breaching party fails to cure the breach within 15 days of the date of the notice, the non-breaching party may terminate the Agreement at any time thereafter by giving a written notice of termination.

d. Notwithstanding Section 10, DISTRICT may terminate this Agreement immediately by written notice to Contractor upon denial, suspension, revocation, or non-renewal of any license, permit, or certificate that Contractor must hold to provide the Services under this Agreement.

12. Payment of Invoices

a. Method of Payment. Contractor shall bill DISTRICT monthly as the Services are performed in accordance with Exhibit 1. Payment shall be made as provided in Exhibit 1.

b. Payment on Early Termination. Upon termination pursuant to Section 11, payment shall be made as follows:

1. If this Agreement is terminated for convenience, Contractor may invoice DISTRICT for the Services that Contractor has performed for DISTRICT, and DISTRICT shall pay all undisputed invoice(s) for the Services performed prior to the termination date and in accordance with this Agreement. DISTRICT shall not be liable for direct, indirect, or consequential damages. Termination shall not result in a waiver of any other claim DISTRICT may have against Contractor.

2. If this Agreement is terminated by Contractor due to a breach by DISTRICT, then DISTRICT shall pay Contractor for the Services performed prior to the termination date if such Services were performed in accordance with this Agreement.

3. If this Agreement is terminated by DISTRICT due to a breach by Contractor, then DISTRICT shall pay Contractor for the Services performed prior to the termination date if such Services were performed in accordance with this Agreement less any setoff to which DISTRICT is entitled.

13. Nondiscrimination (Required by ORS 279A.110). Contractor may not discriminate against a disadvantaged business enterprise, a minority-owned or women-owned business, an emerging small business certified under ORS 200.055, or a business that is owned by a service-disabled veteran. Additionally, Contractor must comply with all applicable requirements of federal and state civil-rights law and rehabilitation statutes and must not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits, or employment.

14. Tax-Compliance Warranty (Required by ORS 279B.045). Contractor represents and warrants that it has complied with the applicable tax laws of the State of Oregon or a political subdivision of the State of Oregon (collectively, the “Tax Laws”), including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318. Contractor covenants that it will continue to

-5-comply with the Tax Laws during the term of this Agreement. Contractor’s failure to comply with the Tax Laws before the execution of this Agreement or during the term of this Agreement is a default for which DISTRICT may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law.

15. Payment of Laborers (Required by ORS 279B.220). Contractor shall:

a. Make payment promptly, as due, to all persons supplying to such Contractor labor or material for the prosecution of the work provided for under this Agreement;

b. Pay all contributions or amounts due the Industrial Accident Fund by Contractor or subcontractors, if permitted, incurred in the performance of this Agreement;

c. Not permit any lien or claim to be filed or prosecuted against DISTRICT on account of any labor or material furnished; and

d. Pay to the Department of Revenue all sums withheld from employees pursuant to

ORS 316.167.

1. If Contractor fails, neglects, or refuses to make prompt payment of any claim for labor or services furnished to it by any person in connection with this Agreement as such claim becomes due, DISTRICT may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due Contractor by reason of such Agreement.

2. The payment of a claim in this manner shall not relieve Contractor or Contractor’s surety, if any, from obligation with respect to any unpaid claims.

16. Condition Concerning Salvaging, Recycling, Composting, or Mulching Waste Material (ORS 279B.225.) If this Agreement involves lawn or landscape maintenance, Contractor shall salvage, recycle, compost, or mulch yard waste material at an approved site, if feasible.

17. Hours of Labor (Required by ORS 279B.020, 279B.235).

a. Contractor shall not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services as defined in ORS 279A.055, the laborer shall be paid at least time and a half pay:

1. For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; and

2. For all overtime in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and

3. For work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279B.020 (1)(b)(B) to (G).

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b. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week, does not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. Section 201 to 209 from receiving overtime.

c. Contractor must give notice in writing to its employees who perform work under this Agreement, at the time of hire, before commencement of work under this Agreement, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees might be required to work.

d. Contractor must comply with ORS 652.220 (addressing the prohibition of discriminatory wage rates based on sex and of employer discrimination against an employee who is a complainant). Compliance is a material element of this Agreement. Failure to comply is a breach that entitles DISTRICT to terminate this Agreement for cause. Additionally, Contractor may not prohibit any of Contractor’s employees from discussing the employee’s wage, salary, benefits, or other compensation with another employee or another person, and Contractor may not retaliate against an employee who does so.

18. Payment for Medical Care and Workers’ Compensation (Required by 279B.230)

a. Contractor shall promptly, as due, make payment to any person, copartnership, 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 Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that 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.

b. All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

19. Non-Appropriation/Adequate Funding.

a. If payment for the Services under this Agreement extends into DISTRICT’s next fiscal year, DISTRICT’s obligation to pay for such Services is subject to approval of future appropriations to fund this Agreement by the DISTRICT’s Board of Supervisors or Directors.

b. Continuation of this Agreement, at specified levels, is conditioned on adequate funding under DISTRICT’s budget adopted in June of each year. DISTRICT reserves the right to adjust the level of the Services in accordance with funding levels adopted.

20. Remedies. In the event of breach of this Agreement, the parties shall have the following remedies in addition to the remedies set forth in Sections 10 and 11:

a. If this Agreement is terminated under Section 10(c) or 10(d) by DISTRICT due to a breach by Contractor, DISTRICT may complete the Services either by itself, by agreement with another contractor, or by a combination thereof. If the cost of completing the Services exceeds the remaining unpaid balance of the total compensation provided under this Agreement, then Contractor shall pay to DISTRICT the amount of the reasonable excess..

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b. In addition to the remedies in this Section 17, in Section 10, and in Section 11 for a breach by Contractor, DISTRICT also shall be entitled to any other equitable and legal remedies that are available.

c. If DISTRICT breaches this Agreement, Contractor’s remedy shall be limited to termination of this Agreement, and receipt of payments to which Contractor is entitled for Services performed under this Agreement.

21. Printing, Binding, and Stationery Work (ORS 282.210). If this Agreement relates to printing, binding, or stationery work, that work must be performed in the state of Oregon, unless subject to an exception under ORS 282.210(2).

22. Payment of Prevailing Wages (Required by ORS 279C.800 to 279C.870). To the extent that this Agreement is subject to payment of prevailing wages, the following provisions apply:

a. This Agreement is subject to payment of prevailing wages under ORS 279C.800 to 279C.870.

Each worker that Contractor, any subcontractor, or other person who is party to the contract uses in performing all or part of the Agreement must be paid not less than the applicable prevailing rate of wage for each trade or occupation as defined by the Director of the State of Oregon Bureau of Labor and Industries (“BOLI”) in the applicable publication entitled Definitions of Covered Occupations for Public Works Contracts in Oregon. The latest prevailing wage rates for public works contracts in Oregon can be reviewed electronically at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx and are hereby incorporated as part of the Contract Documents.

b. This Agreement may also be subject to payment of prevailing wages under the federal Davis- Bacon Act (40 U.S.C. 3141 et seq.). Notwithstanding subsection (a) of this section, if this Agreement is subject to payment of prevailing wages under the Davis-Bacon Act, Contractor and any subcontractors must pay the higher of the federal prevailing wage rate or the state prevailing wage. The latest state prevailing wages can be reviewed as set forth in subsection (a) of this section. The latest federal prevailing wage rates can be reviewed electronically at http://www.wdol.gov/Index.aspx (Search for Oregon, the applicable county, Building Construction Type) and are hereby incorporated by reference as part of the Contract Documents.

Contractors shall follow all prevailing wage rules including posting the Davis-Bacon Poster at the worksite and submitting certified payroll records. The poster is available at https://www.dol.gov/agencies/whd/posters/dbra. The payroll form is at http://www.dol.gov/whd/forms/wh347instr.htm.

c. DISTRICT shall pay a fee to the Commissioner of the Oregon BOLI as provided in ORS 279C.825. The fee shall be paid to the Commissioner under the administrative rule of the Commissioner.

d. Contractor and any subcontractors shall post the prevailing wage rates in a conspicuous and accessible place in or about the project.

e. If Contractor or any subcontractor also provides for or contributes to a health and welfare plan or a pension plan, or both, for its employees on the Project, it shall post notice describing such

-8-plans in a conspicuous and accessible place in or about the Project. The notice shall contain information on how and where to make claims and where to obtain further information.

f. Contractor shall file a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before commencing any Services, unless exempt under ORS 279C.836(2), (7), or (8).

g. Contractor shall include in every subcontract a provision requiring the subcontractor to file a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the Project, unless exempt under ORS 279C.836(4), (7), (8), or (9).

h. As required under ORS 279C.845, Contractor or Contractor’s surety and every subcontractor or subcontractor’s surety shall file with DISTRICT a certified statement on a form provided by BOLI certifying the hourly rate of wage paid each worker employed by Contractor or subcontractor on the work and that no such worker has been paid less than the prevailing rate of wage or wage specified under the Agreement.

i. As required under ORS 279C.845, notwithstanding ORS 279C.555 or 279C570(7), DISTRICT shall retain 25% of all amounts earned by Contractor until Contractor has filed the certified statements as required by ORS 279C.845. In addition, Contractor shall retain 25% of any amount earned by a first-tier subcontractor until such subcontractor has filed the certified statements with DISTRICT. DISTRICT and/or Contractor shall pay any such retained amounts within 14 days after such certified statements are filed.

23. Asbestos Abatement. If this Agreement requires asbestos abatement, Contractor and any subcontractor must possess an asbestos abatement license, as required under ORS 468A.710.

24. Hazardous Chemicals. Contractor shall notify DISTRICT prior to using products containing hazardous chemicals to which DISTRICT’s employees, board members, or guests may be exposed. Products containing hazardous chemicals are those products as defined in OAR Chapter 437. Upon request by DISTRICT, Contractor shall immediately provide Materials Safety Data Sheets.

25. Errors. Contractor shall perform such additional work as may be necessary to correct errors in the Services required under this Agreement without undue delays and without additional cost.

26. Limitation on Role of DISTRICT. Neither this Agreement nor the providing of the Services will operate to make DISTRICT an owner, operator, generator, transporter, treater, storer, or arranger within the meaning of the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation Recovery Act, and equivalent state and local laws, nor a discharger of any pollutant under the Clean Water Act and equivalent state and local laws; and except as restricted by the Oregon Tort Claims Act, Contractor shall indemnify, defend, and hold DISTRICT harmless from any claims, suits, losses, costs, and expenses arising from such basis, including, but not limited to court costs and reasonable attorney’s fees, at trial and on appeal, incurred as a result of any claims, demands, suits, charges, or allegations of responsibility by any and all third parties including but not limited to contractors, subcontractors, agents, employees, assignees, transferees, successors, invitees, -9-neighbors, and the public relating, except to the extent that a claim is the result of the negligence or willful acts or omissions of DISTRICT.

27. Access to Records. Contractor agrees that DISTRICT and its authorized representatives shall have access to the books, documents, papers, and records of Contractor which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts.

Contractor shall maintain all fiscal records directly relating to this Agreement in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Agreement in such a manner as to clearly document Contractor’s performance. Contractor acknowledges and agrees that DISTRICT’s duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of Contractor that are pertinent to this Agreement to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of 10 years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Agreement, whichever date is later.

28. Ownership of Work. All work products created by Contractor as part of Contractor’s performance of this Agreement, including background data, documentation, and staff work that is preliminary to final reports, shall be the exclusive property of DISTRICT. If any such work products contain intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants DISTRICT a perpetual, royalty-free, fully paid-up, non-exclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, re-use, in whole or in part, and to authorize others to do so, all such work products. DISTRICT shall have no rights in any pre-existing work product of Contractor provided to DISTRICT by Contractor in the performance of this Agreement except to copy, use, and re-use any such work product for DISTRICT’s use only.

If this Agreement is terminated by either party or by default, DISTRICT, in addition to any other rights provided by this Agreement, may require Contractor to transfer and deliver such partially completed work products, reports, or other documentation that Contractor has specifically developed or specifically acquired for the performance of this Agreement.

29. Security. Any disclosure or removal of any matter, property, or both on the part of Contractor or Contractor’s employees shall be cause for immediate cancellation of this Agreement. Any liability, including, but not limited to, attorney’s and expert’s fees, resulting from any action or suit brought against DISTRICT as a result of Contractor’s or Contractor’s employees’ willful or negligent release of information, documents, or property contained in or on DISTRICT’s property shall be borne by Contractor. All information, documents, and property contained within these facilities shall be considered privileged and confidential.

30. Compliance with Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to public contracts and to the Services performed under this Agreement, and all regulations and administrative rules established pursuant to those laws, and all applicable

-10-policies, procedures, rules, and other protocols of DISTRICT that have been made available to Contractor.

31. Authority to Transact Business. Contractor represents and warrants that Contractor is properly registered to transact business in every jurisdiction where such registration is required.

32. Public Employee Retirement System. Contractor represents and warrants that

(a) Contractor is not active as an employee in the Public Employee Retirement System, and

(b) Contractor has not received wages from DISTRICT or any other public entity during the calendar or fiscal year in which this Agreement is signed.

33. Indemnity and Hold Harmless. Contractor shall defend, indemnify, and hold harmless DISTRICT and its officers, directors, agents, and employees, from, for, and against all liability, loss, costs, or expenses, including expert’s and attorney’s fees, and against all claims, actions, or judgments based upon or arising out of damage or injury (including death) to persons or property, arising out of or related to (a) any negligent act or omission of an act by Contractor, a subcontractor, or anyone for whose acts they may be liable, sustained in any way in connection with the performance of this Agreement or conditions created thereby, (b) Contractor’s breach of this Agreement, or (c) violation of any statute, ordinance, or regulation by Contractor, a subcontractor, or anyone for whose acts they may be liable. This contractual indemnity provision does not abrogate common law or statutory liability and indemnification to DISTRICT, but is in addition to such common law or statutory provisions.

34. Insurance. Contractor shall provide insurance in accordance with Exhibit 2. Requirements set forth in Exhibit 2 shall also apply to any subcontractors.

35. Amendments. Any amendments, consents to, or waivers of the terms of this Agreement shall be in writing and signed by both parties.

36. Waiver. Waiver of any default under this Agreement by DISTRICT shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Agreement.

37. Governing Law. The provisions of this Agreement shall be construed in accordance with the laws of the State of Oregon and rules of DISTRICT, as the rules appear at the time of signing or any subsequent addenda. Any legal action involving any question arising under this Agreement must be brought in Multnomah County Circuit Court. If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the State of Oregon.

38. Severability. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision held invalid.

39. Merger Clause. This Agreement and the attached Exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Agreement are contained in this Agreement.

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40. Notices and Communications.

a. Notices and communications between the Parties to this Agreement must be sent to the individuals identified on Item 1.a.

The party giving notice will provide notice in writing, dated and signed by a duly authorized representative of that party. Notice is not effective for any purpose whatsoever unless served in one of the following manners:

1. If notice is given by personal delivery, it is deemed delivered on the day of delivery.

2. If notice is given by overnight delivery service, it is deemed delivered one day after the date deposited, as indicated by the delivery service.

3. If notice is given by United States mail, it is deemed delivered three days after the date deposited as indicated by the postmarked date.

4. If notice is given by registered or certified mail with postage prepaid, return receipt requested, it is deemed delivered on the day the notice is signed for.

41. Rule of Construction. The rule of construction that a contract is construed against the drafter shall not apply to any dispute over the interpretation of application of the Agreement.

42. Workers’ Compensation Verification. Contractor has verified that agents, individuals, or business entities who are providing labor or services as independent contractors for Contractor under this Agreement are in compliance with Oregon workers’ compensation requirements and have obtained such insurance if required. This requirement remains in place for the duration of the Agreement. Upon request of DISTRICT, Contractor will provide satisfactory proof of these other persons’ or entities’ compliance with Oregon workers’ compensation requirements.

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CONTRACTOR DATA AND SIGNATURE

Business Name: [FULL LEGAL NAME OF CONTRACTOR] Business Address:

Contractor Phone:

Contractor Email Address:

Federal Tax ID# or Social Security No.:

Oregon Business License # (if applicable):

Is Contractor a nonresident alien? Yes No Business Designation (check one): Sole Proprietorship Partnership Corporation-for profit Corporation-non-profit [Other - Please Define]

Federal tax ID numbers or Social Security numbers are required pursuant to ORS 305.385 and will be used for the administration of state, federal, and local laws. Payment information will be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above.

I have read this Agreement including the attached Exhibits. I certify that I have the authority to sign and enter into this Agreement. I understand this Agreement and agree to be bound by its terms.

Signature Title

Name (please print) Date

URBAN FLOOD SAFETY AND WATER QUALITY DISTRICT

(This contract is not binding on the DISTRICT until signed by the appropriate signing authority)

Signature Title

Name (please print) Date

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EXHIBIT 1

Services Price Agreement

STATEMENT OF WORK, COMPENSATION, and INVOICING REQUIREMENTS

1. Statement of Work: Contractor shall perform the following services (the “Services”) as authorized by DISTRICT:

See Contractor’s Proposal Exhibit 4.

2. Compensation: All payments to Contractor are subject to the following limitations:

a. Amounts charged by Contractor to DISTRICT, including rates and expenses, must be in accordance with Exhibit 5, Contractor’s Rate Schedule.

i. Invoice is based on Contractor’s actual hourly rate, which is inclusive of overhead and profit. Contractor shall not apply a mark-up for overhead and profit or otherwise to billing rates.

b. Mark-up of subcontractors may not exceed 5%.

c. Mark-up on expenses may not exceed 5%.

3. Invoicing Requirements: Contractor will invoice the DISTRICT in accordance with

Agreement and as detailed below:

a. Contractor may send invoices to DISTRICT by email only.

1. Contractor shall email invoices to invoices@urbanfloodsafetyor.gov.

b. All invoices must include at a minimum:

1. DISTRICT name and address as shown above.

2. The Contract Number.

3. The period of Services performed and being invoiced.

4. A description of the Services performed during the period.

5. The total amount due per invoice.

6. Prior billing.

7. The rates and hours worked by each job classification during the period.

8. Pre-approved expenses and necessary documentation. Expenses that are not pre-approved may, in DISTRICT’S sole discretion, not be paid.

9. The DISTRICT’S Project Manager’s Name.

a. DISTRICT will pay all invoices approved by the DISTRICT within 30 days of DISTRICT’S receipt of an invoice. Within 14 days of receipt of an invoice from Contractor, DISTRICT will notify Contractor if the invoice will not be approved because it requires revisions. If revisions are required, the DISTRICT will again have 14 days from receipt of the revised invoice to notify the Contractor that the invoice requires revisions to comply. DISTRICT will pay approved, re-submitted invoices with 30 days of receipt.

**The DISTRICT shall have the right to withhold from payments due Contractor such sums as are necessary in the DISTRICT’S sole opinion to protect the DISTRICT from any loss, damage, mailto:invoices@urbanfloodsafetyor.gov

-14-or claim which may result from Contractor’s failure to perform in accordance with the terms of this Agreement or failure to make proper payment to suppliers or subcontractors.

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EXHIBIT 2

Agreement for Services (279B with Prevailing Wage)

INSURANCE REQUIREMENTS

Contractor shall procure, prior to commencement of the Services of this Agreement, and shall maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees, and subcontractor(s).

Contractor’s liabilities, including but not limited to Contractor’s indemnity obligations under this Agreement, will not be deemed limited in any way to the insurance coverage required herein.

Maintenance of specified insurance coverage is a material element of this Agreement, and Contractor’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement, as required or when requested, may be treated as a material breach of this Agreement by DISTRICT. Coverage shall be at least as broad as the following scopes and limits:

Workers’ Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers’ compensation coverage in accordance with ORS Chapter 656 for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027.

THIS COVERAGE IS REQUIRED. Attach Certificate of Insurance.

Professional Liability/E&O insurance with a combined single limit of not less than

$500,000, $1,000,000, $2,000,000 each claim, incident, or occurrence, with an annual aggregate limit of $500,000, $1,000,000, $2,000,000. This is to cover damages caused by error, omission, or negligent acts related to professional services provided under this Agreement. This coverage must be provided and remain in force for two years after the termination or expiration of this Agreement.

Required by DISTRICT Not required by DISTRICT

Commercial General Liability insurance, on an occurrence basis, with a limit of not less than

$500,000, $1,000,000, $2,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $500,000, $1,000,000, $2,000,000. This insurance must include contractual liability coverage.

Commercial Automobile Liability insurance with a combined single limit, or the equivalent of not less than $500,000, $1,000,000, $2,000,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or non-owned vehicles.

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Additional Requirements. Coverage must be provided by an insurance company admitted to do business in Oregon or rated A- or better by Best’s Insurance Rating. Contractor shall pay all deductibles and retentions. A cross-liability clause or separation of insureds’ condition must be included in all commercial general liability policies required by this Agreement. Contractor’s coverage will be primary in the event of loss.

Certificate(s) of Insurance Required. Contractor shall furnish a current Certificate(s) of Insurance to DISTRICT, either digitally or in hard copy (with digital being DISTRICT’s preference) prior to execution of this Agreement. The Certificate(s) shall also state the deductible or retention level. For commercial general liability and commercial automobile liability, the Certificates shall also provide that DISTRICT and its agents, officers, directors, and employees are additional insureds with respect to Contractor’s or subcontractor’s services to be provided under this Agreement. An additional insureds endorsement shall be attached to the Certificate of Insurance. No Services shall commence until DISTRICT receives the Certificate(s) and additional insured endorsement. If requested, complete copies of insurance policies shall be provided to DISTRICT.

Notice of Cancellation Required. Contractor shall provide notice to DISTRICT in writing at least 30 days before cancellation, lapse, or expiration of any insurance required under this Agreeement.

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EXHIBIT 3

Certification Statement for Corporation or Independent Contractor

NOTE: Contractor Must Complete A or B below:

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY, OR

A PARTNERSHIP

I certify under penalty of perjury that Contractor is a [check one]:

Corporation Limited Liability Company Partnership authorized to do business in the State of Oregon.

Signature Title Date

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT

CONTRACTOR

Contractor certifies under penalty of perjury that the following statements are true:

1. If Contractor is providing labor or services under this Agreement for which registration is required under ORS Chapter 701, Contractor has registered as required by law, and

2. If Contractor performed labor or services as an independent contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and

3. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business, and

4. All of the statements checked below are true.

NOTE: Check all that apply. You must check at least four (4) to establish that you are an Independent Contractor.

A. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence which is set aside as the location of the business.

B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association.

C. My business telephone listing is separate from my personal residence telephone listing.

D. I perform labor or services only under written contracts.

E. Each year I perform labor or services for at least two different persons or entities.

F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide.

Contractor Signature Date

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EXHIBIT 4:CONTRACTOR’S PROPOSAL

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EXHIBIT 5

CONTRACTOR’S RATE SCHEDULE

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EXHIBIT 6

Services Price Agreement

General Grant Funding Terms and Conditions

The following terms apply to the Contract because grant funds may be used to pay for at least part of the project. If any term in this Exhibit 6 conflicts with any term in the body of the Contract, this Exhibit 6 will control.

1. Remedies. In addition to the remedies explicitly set forth in the body of the Contract, District may exercise all rights or remedies available at law, in equity, or otherwise in the event of any breach by Contractor.

2. Termination. District may terminate the Contract for cause or for convenience as set forth in the body of the Contract.

3. Nondiscrimination; Equal Employment Opportunity. If the Contract involves “construction work” as defined in 41 C.F.R. Part 60-1.3, then Contractor must:

a. Not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. Contractor must take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. This action includes but is not limited to the following:

1) Employment, upgrading, demotion, or transfer;

2) Recruitment or recruitment advertising;

3) Layoff or termination;

4) Rates of pay or other forms of compensation; and

5) Selection for training, including apprenticeship.

Contractor must post in conspicuous places that are accessible by employees and applicants for employment notices setting forth the provisions of this nondiscrimination clause;

b. State in all solicitations or advertisements for employees placed by or on behalf of Contractor that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin;

c. Not discharge or in any other manner discriminate against any employee or applicant for employment because the employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision, however, does not apply to instances in which an employee who has access to the compensation information of other employees or applicants as part of the employee’s essential job functions discloses the compensation of other employees or applicants to individuals who do not otherwise have access to the information, unless the disclosure is in response to a formal complaint or charge and in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Contractor’s legal duty to furnish this information;

d. Send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers’ representatives of Contractor’s commitments under this Section 3.d. Contractor must post copies of the notice in conspicuous places that are accessible by employees and applicants for employment;

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e. Comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, or relevant orders of the Secretary of Labor, and furnish all information or reports required by or pursuant to them. Contractor must also permit access to its books, records, or accounts by the administering agency and the Secretary of Labor for purposes of ascertaining compliance with such rules, regulations, or orders; and

f. Include the requirements of this Section 3 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that these requirements will be binding on each subcontractor or vendor. Contractor must take any action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing these requirements, including sanctions for noncompliance. If Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of direction by the administering agency, then Contractor may request that the United States enter into the litigation to protect the interests of the United States.

In the event that Contractor does not comply with any nondiscrimination clause under this Exhibit 6 or the Contract, District may cancel, terminate, or suspend the Contract in whole or in part and Contractor may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965. Additional sanctions may be imposed and remedies invoked as provided in that executive order; by rule, regulation, or order of the Secretary of Labor; or as otherwise provided by law.

4. ☐ Prevailing Wages. [CHECK THE BOX ONLY IF THE FEDERAL PROGRAM LEGISLATION REQUIRES COMPLIANCE WITH THE DAVIS-BACON ACT] If the Contract is for a prime construction contract for more than $2,000, then Contractor must comply with the Davis-Bacon Act (40 U.S.C. §§ 3141 to 3144 and 3146 to 3148), as supplemented by 29 C.F.R. Part 5. These requirements include but are not limited to:

a. Paying not less than prevailing wages to laborers and mechanics in accordance with wage determinations made by the Secretary of Labor;

b. Paying wages at least once every week; and

c. Complying with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by the regulations set forth in 29 C.F.R. Part 3, which prohibits Contractor from inducing any person employed in the construction, completion, or repair of a public work to give up any compensation to which that employee is entitled.

d. ☐ [CHECK THE BOX ONLY IF THE CONTRACT IS ALSO SUBJECT TO OREGON PREVAILING WAGES] Payment of State of Oregon prevailing wages under ORS 279C.800 to .870 is also required under this Contract. Contractor shall pay the higher of the applicable state or federal prevailing rate of wage as provided in the body of the Contract.

5. Overtime Pay; Safety. If the Contract involves employment of mechanics or laborers and is for more than $100,000, then Contractor must comply with 40 U.S.C. §§ 3702 and 3704, as supplemented by 29 C.F.R. Part 5. These requirements include but are not limited to:

a. Paying each laborer or mechanic at a rate of not less than one and a half times the basic rate of pay for all hours that the laborer or mechanic works in excess of 40 hours in any one week; and

b. Not requiring any mechanic or laborer to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous to health or safety.

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6. Rights to Inventions. If the Contract is a “funding agreement” or involves work under a “funding agreement” as defined under 37 C.F.R. § 401.2(a) and the Contractor is a small business firm or nonprofit organization and the Contract regards the substitution of parties, assignment, or performance of experimental, developmental, or research work under the funding agreement, then the funding recipient or subrecipient and Contractor must comply with the requirements of 37 C.F.R. Part 401 and any additional implementing regulations.

7. Environmental Compliance. If the Contract is for more than $150,000, then the parties must comply with the Clean Air Act (42 U.S.C. §§ 7401 to 7671q) and the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 to 1387), including all applicable standards, orders, or regulations issued under these Acts. Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)

8. Prohibited Contract Awards. In accordance with 2 C.F.R. Part 180, no contract relating to the Contract may be made with any party included on the list of government-wide exclusions in the System for Award Management.

9. Anti-Lobbying. If the Contract is for more than $100,000, any contractor that applies or bids for an award relating to the Contract must file the certification required by 31 U.S.C. § 1352, certifying that the contractor has not and will not appropriate federal funds to pay any person or organization for influencing or attempting to influence an officer or employee of any federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining a contract, grant, or other award covered by 31 U.S.C. § 1352 involving federal funds.

The contractor must also disclose any lobbying with nonfederal funds that takes place in connection with obtaining an award of federal funds.

10. Procurement of Recovered Materials. In accordance with 2 C.F.R. § 200.323, the parties must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include but are not limited to:

a. If the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000, procuring only items designated in 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition;

b. Procuring solid waste management services in a manner that maximizes energy and resource recovery; and

c. Establishing an affirmative procurement program for procurement of recovered materials identified in Environmental Protection Agency guidelines.

11. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. In accordance with 2 C.F.R. § 200.216, Contractor shall not procure or obtain or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

a. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

https://www.law.cornell.edu/rio/citation/Pub._L._115-232…