ATTACHMENT A - Sample Large Construction Contract with General Conditions 101226.pdf

Attachment A

FULL, LEGAL NAME OF CONTRACTOR Rev. 101226

CONSTRUCTION CONTRACT

between

SCHOOL DISTRICT NO. 1J, MULTNOMAH COUNTY, OREGON

(PORTLAND PUBLIC SCHOOLS)

and

FULL, LEGAL NAME OF CONTRACTOR

Contract No. C

THIS CONTRACT SHALL BE BINDING ON DISTRICT ONLY IF IT IS

SIGNED BY THE DEPUTY CLERK OR AUTHORIZED DESIGNEE

This Construction Contract (“Contract”) is made by and between School District No. 1J, Multnomah County, Oregon (“Portland Public Schools” or “District”) and FULL, LEGAL NAME OF CONTRACTOR (“Contractor”) to provide construction services on the following Project Name (“Project”).

The parties agree as follows:

CONTRACTOR DATA

Contractor Name: FULL, LEGAL NAME OF CONTRACTOR Contact Name:

Address:

City, State, ZIP:

Telephone:

Email:

Oregon CCB License Number:

Contractor must submit a completed “Request for Taxpayer Identification Number and Certification” (Form W-9) with this signed Contract. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN, whichever is applicable, provided by Contractor. Contractor certifies under penalty of perjury that Contractor is a:

Sole Proprietor Corporation Limited Liability Company

Partnership Other [describe: ]

District Point of Contact: Name of Dept./School Contract Manager (Email prefix@pps.net), Name of Dept./School, Portland Public Schools, P.O. Box 3107, Portland, Oregon 97208-3107

*All information in this contract is subject to public records law. Please contact the District Point of Contact listed above if you have questions.

TERMS AND CONDITIONS

1. Work. Contractor shall execute fully the Work described by the Contract Documents, unless specifically indicated in the Contract Documents to be the responsibility of others. “Work” means the construction and related services required by the Contract Documents, whether completed or partially completed, including (except as otherwise expressly stated in this Contract) all other labor, materials, equipment, tools, permits, fees, licenses, facilities, taxes, transportation, supervision, temporary constructions of every nature, and all other services, management, and facilities of every nature whatsoever necessary to fulfill Contractor’s duties by executing and completing this Contract within the Contract Time. The Work may constitute the whole or a part of the Project.

2. Effective Date and Termination Date. This Contract becomes effective on the Contract Start Date or the date on which the Contract is fully executed by both parties, whichever is later. No party shall perform work under this Contract before the effective date. An email notification with a copy of the fully executed contract will be sent to the Contractor email listed above upon execution.

Unless earlier terminated as provided below, this Contract shall continue through the Contract End Date.

Offer and Contract Dates

a. Contract Start Date

“Work” Time Dates

b. Anticipated Notice to Proceed Date

c. Anticipated Substantial Completion Date

d. Anticipated Final Completion Date

e. Contract End Date

PLEASE NOTE: Contractor shall not commence Work under this Contract until the Notice to Proceed has been issued.

3. Enumeration of Contract Documents. The “Contract Documents” include the following:

This Contract with these Terms and Conditions.

Exhibit A (District’s Construction Contract General Conditions) Exhibit B (Insurance Requirements) Exhibit C (Contractor Certification Statement) Exhibit D (Career Learning) Exhibit E (Workforce Training and Hiring Program) Exhibit F (BOLI Prevailing Wage Rates current version incorporated by reference) https://www.oregon.gov/boli/WHD/PWR/Pages/pwr_state.aspx Exhibit G (Contractor’s Bid Response) Exhibit H (Project Manual) Exhibit I (Drawings) Exhibit J (Addenda) List any other documents that should be part of the contract, or refer to Exhibits

A conflict in the contract documents shall be resolved in the priority listed above with this Contract taking precedence over all other documents. This Contract and the other Contract Documents forms the entire and integrated agreement between the parties.

Unless the context requires otherwise, any reference to the “Contract” includes the Contract Documents.

4. Contract; Contract Documents; Entire Agreement. This Contract and the other Contract Documents forms the entire and integrated agreement between the parties. Unless the context requires otherwise, any reference to the “Contract” includes the Contract Documents.

5. Determination of Contract Amount.

a. The Contract Amount for Lump Sum Contracts is the amount bid by the Contractor for performing the Work, as changed by any authorized Change Orders.

b. The Contract Amount for Unit Price Contracts is determined by multiplying the final bid item quantities by the Unit Prices bid by the Contractor, as changed by any authorized Change Orders.

c. The Contract Amount for Contracts using a combination of Unit Prices and Lump Sum prices is determined by adding together the amount bid by the Contractor for the Lump Sum items with the amount determined for the Unit Price items, as noted above, as changed by any authorized Change Order.

d. The Contract Amount is full compensation for furnishing all materials, incidental work, equipment, tools, labor, and incidentals necessary to perform the Work in a complete manner in compliance with the Contract Documents, and for risk, loss, damage, or expense arising from the nature or prosecution of the Work or from the action of the elements. In addition, the cost of bonds, insurance, and compliance with all legal requirements for the Project are included within the Contract Amount.

6. The Contract Sum.

a. The Contract Sum is $0. The Contract Sum is the total amount payable by District to Contractor for performance of Work under the Contract Documents.

b. The following alternates are included in the Contract Sum: List or refer to Exhibit https://www.oregon.gov/boli/WHD/PWR/Pages/pwr_state.aspx

c. Unit prices if any: List or refer to Exhibit

d. Allowances included in the Contract Sum, if any: List or refer to Exhibit

e. Notwithstanding any other provision of this Contract or the Contract Documents, the Contract Sum includes all construction contingencies for existing site conditions other than unforeseen conditions that could not be reasonably inferred, or pre-existing Hazardous Materials. Contractor is thoroughly acquainted with and has inspected the Project site without restriction, understands the potential risks in this construction Work, and accepts the full risk of construction contingencies to complete the Work within the Contract Time and Contract Sum set out in this Agreement.

7. Progress Payments.

a. The Contractor will submit an application for payment to the District Representative as provided in the General Conditions. The District Representative may require the Contractor to simultaneously submit an application for payment to the Design Professional working on the Project.

b. Each application for payment shall be for one calendar month ending on the last day of the month.

c. Payments are due and payable 30 days following receipt of the Contractor’s complete Application for

Payment or 15 days from the date after payment is approved by the District Representative, whichever is earlier. Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate set forth in ORS 279C.570(2).

d. The amount of each progress payment shall be determined as provided in the General Conditions, less retainage of 5% pursuant to ORS 279C.550 to 279C.565, ORS 701.420 and 701.430, and less liquidated damages, if any. Under Oregon Laws 2024, ch. 2, § 1(5), the Contractor may elect that the retained funds be deposited in an interest-bearing account in a bank or other financial institution for the benefit of the District. In lieu of retained moneys, the Contractor may elect one of the following options under Oregon Laws 2024, ch. 2:

i. Under Oregon Laws 2024, ch. 2, § 1(1)(A) and (6), the Contractor may deposit bonds, securities, or other instruments.

ii. Under Oregon Laws 2024, ch. 2, § 1, the Contractor may submit a surety bond. Such a surety bond shall be executed by a surety bonding company that is authorized to transact surety business in the State of Oregon and shall be substantially in the form set forth in Oregon Laws 2024, ch. 2, § 4(4). If the Contractor elects the surety bond option, the Contractor shall comply with the requirements to accept surety bonds from subcontractors as set forth in Oregon Laws 2024, ch. 2, § 4(1).

e. The Contractor will bear any additional cost to the District of electing either the interest-bearing account option under Subsection 7(d) of this Section, the bonds/securities deposit option under Subsection 7(d)(i) of this Section, or the surety bond option under Subsection 7(d)(ii) of this Section. Such costs shall not be a reimbursable project cost.

8. ACCOUNTING RECORDS

a. Accounting; Access to Project Records. The CM/GC shall keep full and detailed accounts in accordance with generally accepted accounting principles (“GAAP”) and exercise such controls as may be necessary for proper financial management under the Contract. District and District's representatives shall be afforded reasonable and regular access to the CM/GC's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda, and access to reports generated in Excel and PDF formats by the CM/GC’s control software, and other data relating to the Contract, and the CM/GC shall preserve these for a period of three years after final payment, or for such longer period as may be required by law.

b. Periodic and Final Audits. District may, at its discretion, perform periodic audits of the Cost of the Work and any other reimbursable costs associated with the Project. District intends to conduct a final audit of reimbursable costs prior to the Contract closeout and final payment application approval. The CM/GC shall cooperate fully with District in the performance of such audits. Disputes over audit findings or conclusions shall be subject to the process set forth in Section 14 of the General Conditions.

9. Portland Public Schools Equity In Public Purchasing & Contracting Policy

In July 2012, the PPS Board of Education passed the Portland Public Schools Equity in Public Contracting

Policy, 8.50.095-P. The policy has three objectives:

Business Equity: The District will provide professional, supplier, construction and personal service purchasing and contracting opportunities to small businesses that have been historically under-utilized, including businesses owned by people of color, service-disabled veterans and women.

Contractor Workforce Equity: The District will ensure apprenticeship opportunities in the construction trades and will promote construction employment opportunities for people of color and women.

Career Learning Equity: The District will continue to provide career learning opportunities for students, providing them exposure to various potential career paths, including, but not limited to, architecture, engineering and related services, legal and accounting services, as well as building trades and construction work.

DEFINITIONS:

“Certified Business” means a company certified by the State of Oregon Certification Office of Business Inclusion and Diversity (COBID) as a Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Veteran Business Enterprise (VBE), Oregon Small Business Enterprise (OSBE), and/or an Emerging Small Business (ESB) pursuant to Oregon Revised Statutes Chapter 200; and/or

A company certified in the States of Oregon, Washington and California by the U.S. Department of Transportation (U.S. DOT) as a Disadvantaged Business Enterprise (DBE) pursuant to Code of Federal Regulations (CFR) Title 49, Subtitle A, Parts 23 and 26; and/or

A company certified by the State of Washington Office of Minority and Women’s Business Enterprises (OMWBE) as a Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) pursuant to Washington Administrative Code, Title 326, Chapter 326-20.

a. BUSINESS EQUITY

Aspirational Goals for the Participation of Certified Businesses:

The Aspirational Goal for the District is as follows: Of the total amount the District pays against the contract resulting from this Contract, 18% or more is paid to a Certified Business. Such payment may be made by the District, its prime contractors or subcontractors.

b. CERTIFIED BUSINESS UTILIZATION REPORTING

The District has implemented an online Certified Business utilization tracking system. This web-based software system facilitates Certified Business utilization reporting for all construction, architecture, engineering, and related services contractors doing business with Portland Public Schools. The system is designed to streamline and automate subcontractor utilization reporting requirements and includes the following key features:

• Automated tracking of Certified Business utilization, using the COBID database

• Online verification of subcontractor payments

• Automated communication with contractors via email regarding reporting status

Prime contractors will be required to use the online system to submit first tier subcontractor data and monthly reports on progress payments to all subcontractors. Subcontractors will be required to use the online system to verify payments received from prime contractors, identify any further tiers of subcontractors, and submit monthly reports on progress payments to their own subcontractors. Prime contractors and subcontractors must access the system at least monthly, when prompted, to manage contract information and provide the required subcontractor and payment information. Prime contractors are responsible for ensuring that all subcontractors comply with the utilization tracking requirements.

The Certified Business utilization tracking system is online at https://pps.diversitysoftware.com. Access information will be provided to the designated point of contact for each contractor after contract award.

c. POST-AWARD GOOD FAITH EFFORT (GFE) CONTRACTOR INSTRUCTIONS

These instructions are intended for the Contractor selected as a result of this ITB. Where the term “Contractor” is used, it refers to the prime contractor selected as a result of this ITB process.

1. Addition Or Replacement Of Subcontractors After Bid Submission https://pps.diversitysoftware.com/

If the Contractor must replace a Subcontractor after Contract execution, the Contractor shall make good faith efforts to solicit bids from Certified Business subcontractors for the work to be performed.

Subcontractors may only be added or replaced in compliance with the contract.

2. Review Of Records

In the event that the District reasonably believes that a violation of the requirements of this section has occurred, the District is entitled to review the books and records of the Contractor and any Subcontractors employed on the project to which the requirements of this section are applicable to determine whether such a violation has or has not occurred.

In the event that the Contractor or any Subcontractor fails to provide the books and records for inspection and copying when requested, such failure shall constitute a material breach of this Contract and permit the imposition of remedies for breach, including the withholding of all or part of any progress payment(s).

d. CAREER LEARNING EQUITY

The intent of this objective is to increase the numbers of young people of color and young women in career learning programs. If this contract has a value equal to or greater than $1,000,000, Contractor will offer District-specified career learning opportunities to District students as described in Exhibit D.

e. CONTRACTOR WORKFORCE EQUITY

1. Upon being awarded a District Public Improvement Contract or a District Intergovernmental Agreement for Construction or Public Improvement with a value greater than $1,000,000, a Contractor shall be obligated to comply with the District Contractor Workforce Equity protocols as described in . The District has contracted with the City of Portland for assistance in program administration and compliance. The Contractor Workforce Equity protocols shall apply to:

iii. The prime contract; and

iv. Any subcontract greater than $250,000.

2. Contractor Workforce Equity Protocols.

i. Contractor will ensure that a minimum of 20% of labor hours in apprenticeable trades performed by the contractor and subcontractors on District projects are performed by state-registered apprentices;

ii. Contractor will utilize outreach, partnership and recruitment with workforce organizations, trade apprenticeship programs and unions to create an apprenticeship program that reflects the diversity of the Portland metropolitan area; and

iii. Contractor will strive to achieve the District’s aspirational workforce diversity goal of a minimum of 25% minority and 14% female hours (including both journey and apprentice level workers) on each eligible project.

10. Unsupervised Contact with Students; Criminal Background Checks. This provision is required by statute.

“Unsupervised contact” with students means contact that provides the person opportunity and probability for personal communication or touch with students when not under direct supervision by District personnel. ORS

326.603; OAR 581-021-0500.

CHOOSE ONE:

a. Contractor will have no direct, unsupervised contact with students in the performance of this contract.

• Contractor shall ensure that Contractor, any subcontractors, and their officers, employees, and agents will have no direct, unsupervised contact with students.

• Contractor will discuss any questions or concerns about these requirements with District Point of Contact (named on the first page of this Contract) before beginning work.

• Contractor, any subcontractors, and their officers, employees and agents must immediately remove themselves from any situation involving direct, unsupervised contact with students.

• If Contractor is unable to ensure through a security plan that none of its officers, employees, or agents or those of its subcontractors will have direct, unsupervised contact with students in a particular circumstance or circumstances, then Contractor shall notify District Point of Contact and undergo a criminal background check before beginning any work that could result is such contact.

• Contractor must check in at the school office and wear a visitor badge while on District property or in the presence of District students.

• A violation of these provisions is grounds for immediate termination of this Contract by the District.

OR

b. Performance under this Contract may require or cause Contractor to have direct, unsupervised contact with students. As required by ORS 326.603, Contractor must undergo a finger-print based criminal background check before beginning work under this Contract.

• Contractor authorizes District to obtain information about Contractor and its history and to conduct a criminal background check, including fingerprinting, of any Contractor officers, employees, or agents who will have unsupervised contact with students. Contractor shall cause its employees and/or subcontractors, if any, to authorize District to conduct these background checks.

• Contractor shall pay all fees assessed by Oregon Department of Education for processing the background check. District may deduct the cost of such fees from a progress or final payment to Contractor under this Contract, unless Contractor elects to pay such fees directly.

• After completion of the criminal background check, Contractor will be provided with a District badge.

• Contractor must the wear the badge provided by the District while on District property or in the presence of District students.

11. Designation of Representatives.

a. The District’s Representative is: Name and Contact Information

b. The Contractor’s Representative is: Name and Contact Information

c. A party may change its designated representative upon 30 days written notice to the other party.

12. Notice and Communications.

a. Notices and communications between the parties to this Contract may be sent to the following addresses:

District: Contractor:

Name Name Portland Public Schools P.O. Box 3107 Portland, Ore. 97208-3107

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

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

d. If notice is given by overnight delivery service, it is deemed delivered one (1) day after date deposited, as indicated by the delivery service.

e. If notice is given by depositing same in United States mail, enclosed in a sealed envelope, it is deemed delivered three days after date deposited, as indicated by the postmarked date.

f. 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.

13. Independent Contractor Status. By its signature on this contract, Contractor certifies that the service or services to be performed under this Contract are those of an independent contractor as defined in ORS 670.600, and that Contractor is solely responsible for the work performed under this Contract. Contractor represents and warrants that Contractor, its subcontractors, employees, and agents are not "officers, agents, or employees" of the District within the meaning of the Oregon Tort Claims Act (ORS 30.260 through 30.300). Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for services under this Agreement.

14. Compliance With Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to the Work under this Contract, and all regulations and administrative rules established pursuant to those laws, including without limitation, the following requirements of the Oregon Public Contract Code:

a. ORS 279A.110 (Non-discrimination Certification): Contractor shall certify that Contractor has not discriminated and will not discriminate against a Subcontractor in the awarding of a subcontract because the Subcontractor is a minority, women, or emerging small business enterprise certified under ORS 200.055.

b. ORS 279C.380 (Performance and Payment Bonds): Unless exempted by the Owner in writing pursuant to the Owner's local public contracting rules, prior to starting work under this Contract, Contractor or its Subcontractor shall execute and deliver to Owner a good and sufficient performance bond, in a form acceptable to Owner, in a sum equal to 100% of the construction portion of the Contract Price, and Contractor or its Subcontractor shall execute and deliver to Owner a good and sufficient payment bond, in a form acceptable to Owner, in a sum equal to 100% of the construction portion of the Contract Price, solely for the protection of claimants under ORS 279C.600.

c. ORS 279C.505 (Prompt Pay Requirement, Liens, Taxes, and Drug Testing): Contractor shall make payment promptly, as due, to all persons supplying to such Contractor labor or material for the performance of the Work provided for in such Contract; pay all contributions or amounts due the Industrial Accident Fund from such Contractor or Subcontractor incurred in the performance of the Contract; not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. Contractor shall further demonstrate that an employee drug testing program is in place.

d. ORS 279C.510 (Recycling/Composting): If this Contract includes demolition work, the Contractor shall salvage or recycle construction and demolition debris, if feasible and cost-effective. If this Contract includes lawn or landscape maintenance, the Contractor shall compost or mulch yard waste material at an approved site, if feasible and cost-effective.

e. ORS 279C.515 (Failure to Pay Promptly): If Contractor fails, neglects, or refuses to make prompt payment of any Claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with this Contract as such Claim becomes due, the Owner 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 the Contractor by reason of this Contract. The payment of a Claim in the manner authorized in this section shall not relieve the Contractor or the Contractor's surety from any obligation with respect to any unpaid Claims. Unless the payment is subject to a good-faith dispute as defined in ORS 279C.580, if Contractor or any first-tier Subcontractor fails to pay any Claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580(4). A person with any such unpaid Claim may file a complaint with the Construction Contractor's Board unless the complaint is subject to a good-faith dispute as defined in ORS 279C.580.

f. ORS 279C.520 and 279C.540 (Hours of Labor, Holidays, and Overtime): Except as otherwise provided in an applicable collective bargaining agreement with a labor organization, Contractor shall not employ and shall require that its Subcontractors not employ any person to perform construction work for more than ten 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 ten 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 279C.540(1)(b).

4. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week shall 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. Contractor shall and shall require its Subcontractors to give notice in writing to their employees who work under this Contract, either at the time of hire or before commencement of Work on the Contract, 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 may be required to work.

g. ORS 279C.520(1)(b) and (c) (Pay Equity):

1. Contractor shall comply with ORS 652.220 (Prohibition of discriminatory wage rates based on sex;

employer not to discriminate against employee who is a complainant). Compliance is a material element of the Contract. Failure to comply is a breach that entitles the District to terminate the contract for cause.

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

h. ORS 279C.525 (Notice of Environmental Regulations): State law requires that solicitation documents for a public improvement contract make specific reference to federal, state, and local agencies that have enacted ordinances, rules, or regulations dealing with the prevention of environmental pollution or the preservation of natural resources that may affect the performance of this Contract. These agencies include, but are not limited to:

1. Federal Agencies: Department of Agriculture, Forest Service, Soil and Water Conservation Service, Coast Guard, Department of Defense, Army Corps of Engineers, Department of Emergency, Federal Energy Regulatory Commission, Environmental Protection Agency, Department of Health and Human Services, Department of Housing and Urban Development, Solar Energy and Energy Conservation Bank, Department of Interior, Bureau of Land Management, Bureau of Indian Affairs, Bureau of Mines, Bureau of Reclamation, Geological Survey, Minerals Management Service, U.S. Fish and Wildlife Service, Department of Labor, Mine Safety and Health Administration, Occupational Safety and Health Administration, Department of Transportation, Federal Highway Administration, and Water Resources Council.

2. State Agencies: Department of Administrative Services, Department of Agriculture, Soil and Water Conservation Commission, Columbia River Gorge Commission, Department of Energy, Department of Environmental Quality, Department of Fish and Wildlife, Department of Forestry, Department of Geology and Mineral Industries, Department of Human Resources, Department of Consumer and Business Services, Land Conservation and Development Commission, Department of Parks and Recreation, Division of State Lands, and Department of Water Resources.

3. Local Agencies: City councils, county courts, county boards of commissioners, metropolitan service district councils, design commissions, historic preservation commissions, planning commissions, development review commissions, special district boards of directors, and other special districts and special governmental agencies such as Tri-Met, urban renewal agencies, and Port Districts.

4. Tribal Governments.

i. ORS 279C.530 (Payment for Medical Care and Workers' Compensation): Contractor shall promptly, as due, make payments to any person, co-partnership, association, or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incidental to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for such service. All employers, including the Contractor, that employ subject workers who work under this Contract in the State of Oregon shall comply with ORS

656.017 and provide the required workers' compensation coverage, unless such employers are exempt under ORS 656.126. Contractor shall ensure that each of its Subcontractors complies with these requirements.

j. ORS 279C.545 (Time Limitations on Claims for Overtime): Construction workers employed by the Contractor or its Subcontractor shall be foreclosed from the right to collect for any overtime under this Contract unless a claim for payment is filed with the Contractor or Subcontractor within 90 days from the completion of the Contract, providing the Contractor or Subcontractor has:

1. Caused a circular clearly printed in blackface pica type and containing a copy of this section to be posted in a prominent place alongside the door of the timekeeper's office or in a similar place which is readily available and freely visible to any or all workers employed on the Work; and

2. Maintained such circular continuously posted from the inception to the completion of the Contract on which workers are or have been employed.

k. ORS 279C.580(3) (Prompt Payment of First-Tier Subcontractors): Contractor shall include in each subcontract for property or services with a first-tier Subcontractor a clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within ten days out of such amounts as are paid to the Contractor by the Owner. Contractor shall also include in each subcontract a clause that states that if the Contractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the ten-day period that payment is due under ORS 279C.580(3). Contractor shall require each first-tier Subcontractor to include a payment clause and interest clause conforming to the requirements of ORS 279C.580 in each of its subcontracts, and to require each of its Subcontractors to include a similar clause in each contract with a lower-tiered subcontractor or supplier.

l. ORS 279C.605 (Notice of Claim on Bond): Any person claiming a right of action under ORS 279C.600 must file a notice of claim as provided in ORS 279C.605.

m. ORS 279C.800 to 279C.870 (Payment of Prevailing Wage Required):

1. The hourly rate of wage to be paid by Contractor or any Subcontractor to workers in each trade or occupation required for the public works employed in the performance of this Contract shall not be less than the specified minimum rate of wage in accordance with ORS 279C.838 and ORS 279C.840 for each trade or occupation as defined by the Commissioner of the Oregon Bureau of Labor and Industries in the applicable publication entitled Definitions of Covered Occupations for Public Works Contracts in Oregon available at http://www.boli.state.or.us/BOLI/WHD/PWR/pwr_state.shtml.

2. If the project price exceeds $50,000, the Contractor and any subcontractors shall pay not less than prevailing wages to its workers as required by ORS 279C.840. The applicable prevailing wage rates are those in effect at the time this specification was first advertised for bid and are hereby incorporated as part of the Contract Documents. (Prevailing Wage Rates for this project are including the Amendment which can be found at www.oregon.gov/BOLI.) Contractor and any subcontractors shall post the prevailing wage rates in a conspicuous and accessible place in or about the project. Pursuant to ORS 279C.825(1), a fee is required to be paid to the Commissioner of the State of Oregon Bureau of Labor and Industries ("BOLI"). The fee shall be paid pursuant to the administrative rule of the Commissioner.

3. Contractor and all Subcontractors shall keep the prevailing wage rates for this Project posted in a conspicuous and accessible place in or about the Project.

4. The Owner shall pay a fee to the Commissioner of the Oregon Bureau of Labor and Industries as provided in ORS 279C.825. The fee shall be paid to the Commissioner under the administrative rule of the Commissioner.

5. 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 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 future information.

n. ORS 279C.836 (Public Works Bond Required): Contractor shall:

1. 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(2), (7) or (8); and

2. 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(2), (7) or (8).

http://www.oregon.gov/BOLI/

o. ORS 279C.845 (Prevailing Wage Certification; Additional Retainage):

1. Contractor and every Subcontractor shall file certified statements with Owner in writing in the form prescribed by the Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage paid each worker whom Contractor or Subcontractor has employed upon such public work, and further certifying that no worker employed upon such public work has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in the Contract, which certificate and statement shall be verified by the oath of Contractor or Contractor's surety or Subcontractor or Subcontractor's surety that Contractor and any Subcontractor has read such statement and certificate and knows the contents thereof, and that the same is true to Contractor or Subcontractor's knowledge.

The certified statements shall set out accurately and completely the payroll records for the prior week including the name and address of each worker, the worker's correct classification, rate of pay, daily and weekly number of hours worked, deductions made, and actual wages paid.

2. The certified statement shall be delivered or mailed by Contractor or Subcontractor to Owner. Certified statements for each week during which the Contractor or Subcontractor employs a worker upon the public work shall be submitted once a month, by the fifth business day of the following month.

Information submitted on certified statements may be used only to ensure compliance with the provisions of ORS 279C.800 to 279C.870. Notwithstanding any other provision of this Contract and in addition to any other retainage required under this Contract, the District shall retain 25% of all amounts earned by the Contractor until the Contractor has filed the certified statements as required by ORS 279C.845. In addition, the Contractor shall retain 25% of any amount earned by a First Tier Subcontractor until such subcontractor has filed the certified statements with the District. The District and/or the Contractor shall pay any such retained amounts within 14 days after such certified statements are filed.

3. Contractor and each Subcontractor shall preserve the certified statements for a period of three years from the date of completion of the Contract.

p. ORS 671.560, 701.026 (Landscape/Construction Contractors License Required): If Contractor is performing work as a landscape contractor as defined in ORS 671.520(2), Contractor must have a current, valid landscape contractor's license issued under ORS 671.560. If Contractor is performing work as a Contractor as defined in ORS 701.005(2), Contractor must have a current, valid construction contractor's license issued under ORS 701.026. Contractor shall further certify that all Subcontractors performing Work described in ORS 701.005(2) are registered with the Construction Contractors Board or licensed by the State Landscaping Contractor's Board as required by the above-noted statutes before they commence Work under this Contract. Contractor shall maintain in effect all licenses, permits, and certifications required for the performance of the Work. Contractor shall notify Owner immediately if any license, permit, or certification required for performance of this Contract shall cease to be in effect for any reason.

15. Liquidated Damages

a. The Contractor acknowledges that the District will sustain damages as a result of the Contractor's failure to complete Work by the Interim and Contract Completion Dates in accordance with the Contract Documents.

These damages may include, but are not limited to, delays in completion, use of the Project, and costs associated with Contract administration and use of temporary facilities. The Contractor and the District acknowledge that the actual amount of damages would be difficult to determine accurately and agree that that the liquidated damages figure(s) established represent a reasonable estimate of such damages and is not a penalty.

b. In addition to any other remedies allowed to the District under the terms of this Contract, the Contractor agrees to pay to the District the liquidated damage sums established for each Calendar Day of delay or any fraction thereof and further agrees that the District may deduct such sums from payments the District otherwise owes to the Contractor under the Contract. The parties agree that liquidated damages herein are the sole and exclusive remedy of Owner for damages due to delay. If such deduction does not result in payment to the District of the assessed liquidated damages in full, the Contractor shall promptly pay any and all remaining sums due to the District upon demand.

c. For failure to achieve Substantial Completion on the date required by this Contract, the Contractor shall be obligated to pay liquidated damages in the amount of $2,000 per calendar day. Liquidated damages for failure to meet Substantial Completion shall be assessed beginning on the day immediately following the Substantial Completion date required by this Contract and ending on the date that Substantial Completion is achieved.

d. For failure to achieve Final Completion on the date required by this Contract, the Contractor shall be obligated to pay liquidated damages in the amount of $1,500 per calendar day. Liquidated damages for failure to meet Final Completion shall be assessed beginning on the day immediately following the Final Completion date required by this Contract and ending on the date that Final Completion is achieved.

e. District reserves the right to provide Contractor, at District’s sole discretion, a grace period of up to and no longer than 30 days to achieve Substantial Completion and/or Final Completion before Liquidated Damages are assessed. If Contractor does not achieve Substantial Completion and/or Final Completion by the grace period date, liquidated damages shall be assessed from the original completion dates as required by this contract.

Contractor has the power and authority to enter into and perform this Contract. The persons executing this Contract on behalf of Contractor have the actual authority to bind Contractor to the terms of this Contract.

CONTRACTOR

FULL, LEGAL NAME OF CONTRACTOR

Signature

Printed Name and Title

Date

DISTRICT

School District No. 1J, Multnomah County, Oregon

Paul Williams Director, Purchasing & Contracting

Date

Construction Contract – Insurance Requirements Page 12 of 15 Rev. 120325

EXHIBIT B

PORTLAND PUBLIC SCHOOLS, SCHOOL DISTRICT NO 1J

MULTNOMAH COUNTY, OREGON

INSURANCE REQUIREMENTS

1. CONTRACTOR’S INSURANCE REQUIREMENTS

Contractor agrees to have all required coverage that Contractor must have by law. In addition, the following coverages will be in place for the duration of this project:

a. Required Coverage. Without waiver of any other requirement of the Contract Documents, the Contractor will provide, pay for, and maintain in full force and effect at all times during the performance of the Work until final acceptance of the Work or for such further duration as required, the following policies of insurance issued by a responsible carrier. All of the Contractor's insurance carriers shall be rated A VII or better by A.M. Best's rating service, unless otherwise approved by the Owner.

1. Workers' Compensation. Workers' compensation coverage sufficient to meet statutory liability limits.

2. Employer's Liability. The Contractor shall purchase and maintain employer's liability insurance in addition to its workers' compensation coverage with at least the minimum limits in section b. below.

3. Commercial General Liability. The Contractor shall purchase and maintain commercial general liability ("CGL") insurance, including for off-site exposures, on an occurrence basis, written on ISO Form CG 00 01 (12/04 or later) or an equivalent form approved in advance by the Owner. CGL coverage shall include all major coverage categories including bodily injury, property damage and products/completed operations coverage. The CGL insurance will also include the following: (1) separation of insureds;

(2) incidental medical malpractice; and (3) per-project aggregate for premises operations.

4. Professional Liability/Errors and Omissions. To the extent that the Contractor accepts design or design/build responsibilities, the Contractor shall purchase and maintain professional liability/errors and omissions insurance or cause those Subcontractors providing design services do so.

5. Automobile Liability. The Contractor shall purchase and maintain automobile liability insurance with coverage for owned, hired, and non-owned vehicles on ISO form CA 00 01 or an equivalent form approved in advance by the Owner. The automobile liability insurance shall include pollution liability coverage resulting from vehicle overturn and collision.

b. Limits. The insurance required by this exhibit shall be written for at least the limits of liability specified in this Section or required by law, whichever is greater.

Workers' Compensation. Statutory Limits

Employer's Liability.

Each Accident: $1,000,000 Each Bodily Injury Disease: $1,000,000 Aggregate Bodily Injury Disease: $1,000,000

Commercial General Liability.

Each Occurrence: $1,000,000 General Aggregate: $2,000,000 Product/Completed Operations: $2,000,000 Personal & Advertising Injury: $1,000,000 Fire Damage Limit: $ 100,000 Medical Expense Limit: $ 5,000

Excess/Umbrella $5,000,000

Automobile Liability.

Combined Single Limit: $1,000,000

Page 13 of 15 Rev. 120325

Professional Liability/Errors & Omissions.

Single Limit: $1,000,000 Aggregate: $1,000,000

c. Additional Insureds. The Contractor's third-party liability insurance policies shall include the Owner and its officers, employees, agents, volunteers, partners, successors, and assigns as additional insureds. The policy endorsement must extend premises operations and products/completed operations to the additional insureds. The additional insured endorsement for the CGL insurance must be written on ISO Form CG 20 10 (11/85), a CG 20 37 (07/04) together with CG 20 33 (07/04), or the equivalent; but shall not use the following forms: CG 20 10 (10/93) or CG 20 10 (03/94).

d. Joint Venture. If the Contractor is a joint venture, the joint venture shall be a named insured for the liability insurance policies.

e. Primary Coverage. The Contractor's insurance shall be primary insurance coverage and may not seek contribution from any insurance or self-insurance carried by the Owner or the Architect including any property damage coverage carried by the Owner. Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought. The Contractor's insurance shall not include any cross-suit exclusion or preclude an additional insured party from asserting a claim as a third party.

f. Contractor's Failure to Maintain Insurance. If the Contractor for any reason fails to maintain required insurance coverage, such failure shall be deemed a material breach of the Contract and the Owner, at its sole discretion, may suspend or terminate the Contract pursuant to Section 108.11 of the General Conditions. The Owner may, but has no obligation to, purchase such required insurance, and without further notice to the Contractor, the Owner may deduct from the Contract Sum any premium costs advanced by the Owner for such insurance. Failure to maintain the insurance coverage required by this exhibit shall not waive the Contractor's obligations to the Owner.

g. Certificates of Insurance. The Contractor shall supply to the Owner Certificates of Insurance (COI) for the insurance policies described in this exhibit prior to the commencement of the Work and before bringing any equipment or construction personnel onto the Project site.

1. Additional Certificates. To the extent that the Contractor's insurance coverage’s are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment. Information concerning reduction of coverage on account of revised limits or claims paid under the general aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief.

2. Prohibition Until Certificates Received. The Owner shall have the right, but not the obligation, to prohibit the Contractor and its Subcontractors from entering the Project site until the required certificates (or other competent evidence that insurance has been obtained in complete compliance with this exhibit) are received and approved by the Owner.

3. Deductibles/Self-Insured Retentions. Payment of deductibles or self-insured retentions is a Cost of the Work within the Guaranteed Maximum Price and does not justify a Change Order. Satisfaction of all self-insured retentions or deductibles will be the sole responsibility of the Contractor.

h. Subcontractors Insurance. The Contractor shall cause each Subcontractor to purchase and maintain in full force and effect policies of insurance as specified in this exhibit, except for coverage limits, which will be agreed upon between the Owner and the Contractor. The Contractor will be responsible for the Subcontractors' coverage if the Subcontractors fail to purchase and maintain the required insurance. When requested by the Owner, the Contractor will furnish copies of certificates of insurance establishing coverage for each Subcontractor.

i. Limitations on Coverage.

1. No insurance provided by the Contractor under this exhibit will be required to indemnify the Owner, the Architect, or their employees or agents to the extent of liability for death or bodily injury to persons or

Page 14 of 15 Rev. 120325 damage to property caused in whole or in part by their own negligence, but will require indemnity to the extent of the fault of the Contractor or its agents, representatives, or Subcontractors.

2. The obligations of the Contractor under this exhibit shall not extend to the liability of the Architect or its consultants for (1) the preparation or approval of maps, Drawings, opinions, reports, surveys, Change Orders, designs, or specifications, or (2) the giving or failure to give directions or instructions, to the extent that the directions, or failure to provide directions, are the cause of the injury or damage.

3. By requiring insurance, the Owner does not represent that coverage and limits…