ATTACHMENT E Sample Contract.pdf

CITY OF REDMOND CONTRACT NUMBER: 2023-18

PROJECT NUMBER: TR2303

CONTRACTOR: ______________ Rev 12/30/22 PAGE 1

CITY OF REDMOND CONSTRUCTION SERVICES CONTRACT

CONTRACT NO. 2023-18 PROJECT NO. TR2303

This Contract is between The City of Redmond, Oregon (City) and ____________________________________ (Contractor). The parties agree as follows:

1. TERM: The effective date of this Contract shall be March 29, 2023. Contractor shall commence work to be performed within one week of issuance of the Notice to Proceed. Unless earlier terminated or extended as provided in the Contract Documents, the completion date shall be August 25, 2023, as defined in the bid documents, or herein incorporated.

2. CONTRACT DOCUMENTS: The Contract Documents include this cover page, the Contract and its Exhibits as listed in the chart below and all other items referenced in the definition of “Contract Documents” and as defined in Exhibit A General Conditions. In the event of a conflict between or among terms in the Contract Documents, the following order of precedence shall prevail: (a) Change Orders and any other written and signed amendment to the Contract; (b) the Agreement; (b) the Exhibits to the Agreement; (c) the invitation to bid or request for proposal; (d) the proposal and/or bid documents including the current City of Redmond Standards and Specifications. Nothing in this Contract shall be considered as an acceptance of the terms of a proposal if the terms of the proposal conflict or are otherwise incompatible with the express terms contained in this Contract and Attachments or in the City’s request for bids or proposals.

Exhibit # Description # Pages Included?

1 Statement of Work X

A General Conditions for Public Improvement Contracts 43 X

C Bid Schedule / Bid Proposal 1 X

D Bid Bond 2 X

E Independent Contractor Certification 1 X

F Bidder's Residency Statement 1 X

G Tax Compliance & Non-Discrimination Statements 1 X

H First Tier Subcontractor Disclosure 1 X

I Proposal 3 X

J Non-Collusion Affidavit 2 X

K Prevailing Wage 1 X

L Contractor's Experience Questionnaire 2 X

M Contractor's Equipment Listing 1 X

N Drug Testing Policy 1 X

2 Insurance (including certificate(s) of insurance & endorsements) 2 X

2A Worker's Compensation Certification 1 X

3A Payment Bond 2 X

3B Performance Bond 2 X

Note: Consultant must sign all applicable Exhibits.

3. SERVICES: The contactor will provide all services, materials, and labor for the construction of the 2023 Type III Slurry Seal Project, located on various streets in Redmond (Refer to Exhibit 1, Attachment C) here after referred to as the “WORKSITE”. Contractor shall coordinate services, progress reports and this Agreement through the following authorized City Employee: Brad Haynes. The services are described in more detail in Exhibit 1 Statement of Work.

4. PAYMENT: CITY shall pay contractor as set out in Exhibit 1, based on time and materials for work performed as set forth in the Contract Documents, but the total payment under this Agreement shall not exceed ________________ based on contractor’s awarded Bid Schedule Exhibit C dated March 22, 2023. That figure may be adjusted in accordance with the Exhibit A General Conditions Section E and its subsections.

4.1. INVOICES: Contractor will submit a monthly invoice to City for Work completed during the preceding month (an “Invoice”). Each Invoice will contain (or be accompanied by): (a) the total percentage of completion for

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CONTRACTOR: ______________ Rev 12/30/22 PAGE 2 each portion of the Work as of the end of the period covered by the Invoice; (b) the then-current Schedule;

(c) remaining bid or Change Order quantities and amounts to be billed; (d) certified payroll reports from Contractor and any subcontractors (if prevailing wage is required by the Laws)

4.1.1. Invoice will be billed to City of Redmond 411 SW 9th St, Redmond, OR 97756. Invoice will be emailed to: apinvoices@redmondoregon.gov. If an Invoice is delivered on a non-business day, the Invoice shall be considered received on the next day the City’s Finance Department is open for business.

4.1.2. Contractor shall reference the Contract Number on Invoice.

4.2. PROGRESS PAYMENTS: City will pay Contractor an amount equal to that portion of the Contract Price properly allocable to each portion of the completed Work (based on the most-recent schedule of values), less retainage of five percent (5%) of the value of the Work (the “Retainage”) and the sum of City’s previous payments. The percentage of the Work completed will be determined by City and will not include any portion of the Work not accepted by City. (City shall place Retainage into an interest-bearing escrow account to the extent required by ORS 279C.570(2).

5. INSURANCE/BONDS: Requirements are detailed in Exhibit 2. If Contractor at any time during the Contract Term should fail to secure or maintain insurance or bonds required in Exhibit 2, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and may deduct the cost of such insurance, plus a ten percent (10%) administrative fee or shall otherwise be compensated by the Contractor for the costs of the insurance premiums plus ten percent at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

6. BUILDERS RISK (COURSE OF CONSTRUCTION): Insurance covering materials, supplies, soft costs, in transit and storage prior to City accepting the building. City will have the option of purchasing or assigning the purchase to the contractor. In either case, all insurance deductibles will be assumed by the Contractor.

7. INDEMNIFICATION HOLD HARMLESS: Contractor shall defend, save, hold harmless and indemnify the City and its officers, directors, agents, employees and volunteers from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, City shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of City or its officers, directors, agents, employees and volunteers under this Contract.

Neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this contract. Neither party shall be liable for any damages of any sort arising solely from the rightful termination of this contract or any part hereof in accordance with its terms.

7.1. The CONTRACTOR agrees to indemnify and save harmless the CITY from any and all defects appearing or developing in the materials furnished and the workmanship performed under this Agreement for a period of one year after the date of acceptance of the work in the Agreement by the CITY.

8. PERMITS AND LICENSES: Contractor, at its sole expense, shall obtain and maintain during the term of this

Agreement, all appropriate permits, certificates and licenses, including a City Business License, which may be required in connection with the performance of services hereunder.

9. PREFERENCE FOR RECYCLED MATERIALS (ORS 279A.125): Contractor will use where applicable, recycled materials if (a) The recycled product is available; (b) The recycled product meets applicable standards; (c) The recycled product can be substituted for a comparable non-recycled product; and (d) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent (5%).

10. TERMINATION: The parties may terminate this Contract as follows:

10.1. At any time by mutual written consent of both parties.

10.2. City may, at its sole discretion, terminate the Contract for its convenience, in whole or in part, upon thirty (30) days’ notice, in writing and delivered by certified mail or in person.

10.2.1. If City terminates the Contract for its convenience, City will pay Contractor for completed Work in accordance with the Contract Documents prior to the effective date of termination, however City is not required to pay Contractor for loss of anticipated profits or revenues or other economic loss arising out of or related to City’s termination.

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CONTRACTOR: ______________ Rev 12/30/22 PAGE 3

10.2.2. If the City terminates this Contract and a court, arbitrator or other body with jurisdiction to consider the City’s termination determines that the termination was unlawful or improper, the City’s termination, to the maximum extent permitted by law, will be treated as a termination for the City’s convenience

10.3. City may terminate the Contract, effective upon delivery of written notice to the Contractor, or at such later date as may be established by the City under any of the following conditions:

10.3.1. City funding is not obtained or continued at levels sufficient to pay for Contractor’s Work. The Contract may be modified to accommodate a reduction in funds.

10.3.2. If federal, state or City regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

10.3.3. If any license or certificate required by law, regulation or this Contract, including insurance, to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, or not renewed.

10.3.4. Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

10.3.5. The City by written notice of default (including breach of contract) to the Contractor may terminate the whole or any part of this Contract:

10.3.5.1. If the Contractor fails to provide services called for by this Agreement within the time specified or any extension of the Contract, or

10.3.5.2. If the Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the Work as to endanger performance of this Contract in accordance with its terms, and alter receipt of written notice from the City, fails to correct such failures within 10 days or such longer period as the City may authorize.

10.3.5.3. Contractor is subject to periodic criminal background investigations by City and, if such investigations disclose criminal activity not disclosed by Contractor, such non-disclosure shall constitute a material breach of this Contract.

10.4. Contractor may terminate this Agreement upon 30 days’ written notice to City if City fails to pay Contractor pursuant to the terms of this Agreement and City fails to cure within 30 business days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in the notice.

11. DRUGS AND ALCOHOL: Contractor shall enforce a zero tolerance as to dealing, possession, or use of drugs or alcohol by Contractor or its employees, subcontractors and agents while performing work under this contract, while on the Worksite, or traveling to and from the Worksite.

12. GOVERNING LAW/JURISDICTION: This Contract is executed in Redmond, Oregon. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between City and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. Any trial arising out of or related to this Contract will be presented to the court without a jury.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE PERSONAL

JURISDICTION OF SAID COURTS.

13. FORCE MAJEURE: Neither party to this Contract shall be liable to the other party for delays in performing the

Work or for the direct or indirect cost resulting from such delays that may result from strikes, riots, war, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party.

14. REPRESENTATION ON AUTHORITY OF PARTIES/SIGNATORIES: Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

15. NOTICE: Any notices required under this Contract shall be effective when received at the following addresses:

CITY: 411 SW 9th Street, Redmond, Oregon 97756

CONTRACTOR: ______________

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CONTRACTOR: ______________ Rev 12/30/22 PAGE 4

Construction Contractors Board license #: _______________

Is Contractor a nonresident alien? ☐ Yes ☐ No

Federal Tax ID# or Social Security #: __________________

Business Designation (check one):

☐ Corporation-for profit ☐ Corporation-non-profit

☐ Sole Proprietorship ☐ Other ____________________

☐ Partnership

IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed the day and year first above written.

CITY OF REDMOND CONTRACTOR

By: Keith Witcosky, City Manager By: Authorized Signature, and title

ATTEST:_______________________

City Recorder – Kelly Morse

INSURANCE REVIEWED ________

BOND DOCUMENTS REVIEWED ________

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EXHIBIT 1

CITY OF REDMOND SERVICES CONTRACT

Contract No. 2023-18, TR2303

STATEMENT OF WORK, COMPENSATION

and PAYMENT TERMS

1. Contractor shall perform the following work:

2. CITY Services. City shall provide Contractor, at City's expense, with material and services described as follows:

3. Consideration.

4. The maximum compensation. [Include what information is to be submitted by Contractor (billing statements, invoices), how it is to be submitted (format) and when it is submitted. Included when the City will make payment to Contractor]

a. The maximum compensation under this contract, including expenses, is $______________.

b. Contractor shall not submit invoices for, and City shall not pay for any amount in excess of the maximum compensation amount set forth above. If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. Contractor shall notify City in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date.

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EXHIBIT A INSURANCE and BOND

CITY OF REDMOND SERVICES CONTRACT

Insurance Assigned JAL The Contractor shall at all times maintain, in force, at Contractor’s expense, each insurance noted below. Insurance coverage must apply on a primary and non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a “claims made” basis must be approved and authorized by the City of Redmond.

Contractor Name_____________________ Contract No. 2023-18

Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers’ compensation coverage for all subject workers, or provide certification of exempt status. Employers' Liability Insurance with coverage limits of not less than $500,000 must be included.

Professional Liability insurance with an occurrence combined single limit of not less than:

Per Occurrence limit Annual Aggregate limit ☐ $1,000,000 ☐ $2,000,000 ☐ $2,000,000 ☐ $3,000,000

Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as “tail coverage” for claims made within two years after this contract is completed.

☐ Required by City ☒ Not required by City

Commercial General Liability insurance with a combined single limit of not less than:

Per Occurrence limit Annual Aggregate limit ☒ $2,000,000 ☐ $3,000,000 ☐ $3,000,000 ☒ $4,000,000 ☐ $4,000,000 ☐ $5,000,000

Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. By separate endorsement, the policy shall name The City of Redmond, its agents, directors, officers, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the City are maintained. Construction contracts may include aggregate limits that apply on a “per location” or “per project” basis.

☒ Required by City ☐ Not required by City ☐ Per Location or Project required

Automobile Liability insurance with a combined single limit of not less than:

Per Occurrence ☐ $500,000 ☒ $1,000,000 ☐ $2,000,000

Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract.

Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business.

☒ Required by City ☐ Not required by City ple C on

Additional Requirements: Contractor shall pay all deductibles and retentions. A cross-liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor’s insurance coverage will be primary in the event of loss. Contractor’s insurance policy must provide a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance.

Certificate of Insurance Required: Contractor shall furnish a current Certificate of Insurance to the City with the signed Contract. Contractor shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor to the City. The Certificate shall also state the deductible or, if applicable, the self-insured retention level.

No contract shall be effective until the required certificates have been received and approved by the City of Redmond. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the City of Redmond 10 days prior to coverage expiration.

For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that The City of Redmond, its agents, directors, officers, employees and volunteers are additional insureds with respect to Contractor’s services provided under this Contract. The endorsement must provide primary and non-contributory coverage. All endorsements must be in a format acceptable to The City of Redmond.

Insurance Carrier Acceptability: Insurance coverage provided to the City of Redmond by the contractor will be in an acceptable form and underwritten by an insurance company deemed acceptable by the City of Redmond. The City of Redmond reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. The City of Redmond has the sole authority and discretion to determine the acceptability of an insurance carrier's financial rating and the form of policies and endorsements.

If requested, complete copies of the contractor’s insurance policies shall be provided to the City.

All bonds will be in a format acceptable to the City and be provided by a company authorized to do business in Oregon.

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EXHIBIT 2A

City of Redmond Contract No. 2023-18

Workers’ Compensation Coverage Contractor provides Workers’ Compensation coverage for employees performing under this contract as provided under ORS Chapter 656. Insurer __________________________ Policy # ________________________

Contractor Name, Title Date

Workers’ Compensation Exemption

(To be used only when Contractor claims to be exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter 656).

If contractor is exempt from obtaining Workers’ Compensation insurance for the following reason (check the appropriate box):

☐ SOLE PROPRIETOR

• Contractor is a sole proprietor, and

• Contractor has no employees, and

• Contractor shall not hire employees to perform this contract.

☐ CORPORATION - FOR PROFIT

• Contractor’s business is incorporated, and

• All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and

• The officers and directors shall perform all work. Contractor shall not hire other employees to perform this contract.

☐ CORPORATION - NONPROFIT

• Contractor’s business is incorporated as a nonprofit corporation, and

• Contractor has no employees; all work is performed by volunteers, and

• Contractor shall not hire employees to perform this contract.

☐ PARTNERSHIP

• Contractor is a partnership, and

• Contractor has no employees, and

• All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and

• Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.

☐ LIMITED LIABILITY COMPANY

• Contractor is a limited liability company, and

• Contractor has no employees, and

• All work shall be performed by the members; Contractor shall not hire employees to perform this contract, and

• If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.

*NOTE: Under OAR436-50-050 a shareholder has a “substantial ownership” interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders.

**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated.

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EXHIBIT 3A - PAYMENT BOND

(NOTE: CONTRACTOR MUST USE THIS FORM, NOT A

SURETY COMPANY FORM. MUST BE ACCOMPAINED

BY A POWER OF ATTORNEY FOR THE SURETY’S

OFFICER AUTHORIZED TO SIGN)

KNOW BY ALL MEN BY THESE PRESENTS:

We the undersigned as PRINCIPAL (hereinafter called CONTRACTOR), and a corporation organized and existing under and by virtue of the laws of the state of duly authorized to do surety business in the state of Oregon and named on the current list of approved surety companies acceptable on federal bonds and conforming with the underwriting limitations as published in the Authorized Insurance List in the State of Oregon published by the Office of the Insurance Commissioner and which carries an "A" rating and is of the appropriate class for the bond amount as determined by Best's Rating System, as SURETY, hereby hold and firmly bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, to pay to CITY OF REDMOND as OBLIGEE (hereinafter called CITY OF REDMOND), the amount of __________________________________ in lawful money of the United States of America.

WHEREAS, the CONTRACTOR entered into a contract with CITY OF REDMOND dated _______________, which Contract is hereunto annexed and made a part hereof, for accomplishment of the all contract terms for the project described as follows: 2023 TYPE III SLURRY SEAL PROJECT, TR 2303

NOW, THEREFORE, the condition of this obligation is such that if the CONTRACTOR shall promptly, truly and faithfully perform all the undertakings, covenants, terms, conditions, and agreements of the aforesaid contract and having performed its obligations thereunder and promptly make payments to all persons, firms, subcontractors, corporations and/or others furnishing materials for or performing labor in the prosecution of the Work provided for in the aforesaid contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

Whenever CONTRACTOR shall be declared by CITY OF REDMOND to be in default under the Contract Documents for the project described herein, the SURETY shall promptly remedy the default by completing the project in accordance with the Contract Documents and the project Specifications with a contractor approved by the CITY OF REDMOND. SURETY, for value received, further stipulates and agrees that all changes, extensions of time, alterations, or additions to the terms of the Contract or Specifications for the above described contract are within the scope of the SURETY's undertaking on this bond, and SURETY hereby waives notice of any such change, extension of time, alteration or addition to the terms of the contract or to the Work or to the Specifications.

Any such change, extension of time, alteration or addition to the terms of the

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This obligation shall continue to bind the PRINCIPAL and SURETY, notwithstanding successive payments made hereunder, until the full amount of the obligation is exhausted.

SURETY shall indemnify, defend, and protect the CITY OF REDMOND against any claim of direct or indirect loss resulting from the failure of the CONTRACTOR (or any of the employees, subcontractors, or lower tier subcontractors of the CONTRACTOR) to faithfully perform the terms of the contract.

No right of action shall accrue on this bond to or for the use of any person or corporation other than CITY OF REDMOND or its heirs, executors, administrators, successors or assigns.

If more than one SURETY is on this bond, each SURETY hereby agrees that it is jointly and severally liable for obligations on this bond.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of _______________, 2023.

SURETY CONTRACTOR

By: By*:

Title: Title:

Street Address Street Address

City State ZIP City State ZIP

Phone Number Phone Number

* Must be signed by president or vice-president of Contractor.

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EXHIBIT 3B - PERFORMANCE BOND

(NOTE: CONTRACTOR MUST USE THIS FORM, NOT A

SURETY COMPANY FORM. MUST BE ACCOMPAINED

BY A POWER OF ATTORNEY FOR THE SURETY’S

OFFICER AUTHORIZED TO SIGN)

We the undersigned as PRINCIPAL (hereinafter called CONTRACTOR), and a corporation organized and existing under and by virtue of the laws of the state of duly authorized to do surety business in the state of Oregon and named on the current list of approved surety companies acceptable on federal bonds and conforming with the underwriting limitations as published in the Authorized Insurance List in the State of Oregon published by the Office of the Insurance Commissioner and which carries an "A" rating and is of the appropriate class for the bond amount as determined by Best's Rating System, as SURETY, hereby hold and firmly bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, to pay to CITY OF REDMOND as OBLIGEE (hereinafter called CITY OF REDMOND), the amount of _________________________________ in lawful money of the United States of America.

WHEREAS, the CONTRACTOR entered into a contract with CITY OF REDMOND dated ____________, which Contract is hereunto annexed and made a part hereof, for accomplishment of the all contract terms for the project described as follows: 2023 TYPE III SLURRY SEAL PROJECT, TR 2303

THEREFORE, the condition of this obligation is such that if the CONTRACTOR shall promptly, truly and faithfully perform all the undertakings, covenants, terms, conditions, and agreements of the aforesaid contract and having performed its obligations thereunder, then this obligation shall be null and void; otherwise it shall remain in full force and effect.

Whenever CONTRACTOR shall be declared by CITY OF REDMOND to be in default under the Contract Documents for the project described herein, the SURETY may promptly remedy the default by completing the project in accordance with the Contract Documents and the project Specifications with a contractor approved by the CITY OF REDMOND. SURETY, for value received, further stipulates and agrees that all changes, extensions of time, alterations, or additions to the terms of the Contract or Specifications for the above described contract are within the scope of the SURETY's undertaking on this bond, and SURETY hereby waives notice of any such change, extension of time, alteration or addition to the terms of the _______________ contract or to the Work or to the Specifications. Any such change, extension of time, alteration or addition to the terms of the contract or to the Work or to the Specifications shall automatically increase the obligation of the Surety hereunder in a like amount, provided that

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This obligation shall continue to bind the PRINCIPAL and SURETY, notwithstanding successive payments made hereunder, until the full amount of the obligation is exhausted.

SURETY shall indemnify, defend, and protect the CITY OF REDMOND against any claim of direct or indirect loss resulting from the failure of the CONTRACTOR (or any of the employees, subcontractors, or lower tier subcontractors of the CONTRACTOR) to faithfully perform the terms of the contract.

No right of action shall accrue on this bond to or for the use of any person or corporation other than CITY OF REDMOND or its heirs, executors, administrators, successors or assigns.

If more than one SURETY is on this bond, each SURETY hereby agrees that it is jointly and severally liable for obligations on this bond.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of _______________, 2023.

SURETY CONTRACTOR

By: By*:

Title: Title:

Street Address Street Address

City State ZIP City State ZIP

Phone Number Phone Number

* Must be signed by president or vice-president of Contractor.

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TOC – GENERAL CONDITIONS – PAGE 1

EXHIBIT A

CITY OF REDMOND, OREGON GENERAL CONDITIONS FOR PUBLIC

IMPROVEMENT CONTRACTS

INSTRUCTIONS: The attached City of Redmond, Oregon, general conditions (the “General Conditions”) apply to all designated public improvement contracts. Changes to the General Conditions (including any additions, deletions or substitutions) should only be made by attaching Supplemental General Conditions. The text of these General Conditions should not otherwise be altered.

TABLE OF SECTIONS

SECTION A

GENERAL PROVISIONS

A.1 DEFINITION OF TERMS

A.2 SCOPE OF WORK

A.3 INTERPRETATION OF CONTRACT DOCUMENTS

A.4 EXAMINATION OF PLANS, SPECIFICATIONS, AND SITE

A.5 INDEPENDENT CONTRACTOR STATUS

A.6 RETIREMENT SYSTEM STATUS AND TAXES

A.7 GOVERNMENT EMPLOYMENT STATUS

SECTION B

ADMINISTRATION OF THE CONTRACT

B.1 CITY’S ADMINISTRATION OF THE CONTRACT

B.2 CONTRACTOR'S MEANS AND METHODS

B.3 MATERIALS AND WORKMANSHIP

B.4 PERMITS

B.5 COMPLIANCE WITH GOVERNMENT REGULATIONS

B.6 SUPERINTENDENCE

B.7 INSPECTION

B.8 SEVERABILITY

B.9 ACCESS TO RECORDS

B.10 WAIVER

B.11 SUBCONTRACTS AND ASSIGNMENT

B.12 SUCCESSORS IN INTEREST

B.13 CITY'S RIGHT TO DO WORK

B.14 OTHER CONTRACTS

B.15 GOVERNING LAW

B.16 LITIGATION

B.17 ALLOWANCES

B.18 SUBMITTALS, SHOP DRAWINGS, PRODUCT DATA AND

SAMPLES

B.19 SUBSTITUTIONS

B.20 USE OF PLANS AND SPECIFICATIONS

B.21 FUNDS AVAILABLE AND AUTHORIZED

B.22 NO THIRD PARTY BENEFICIARIES

SECTION C

WAGES AND LABOR

C.1 MINIMUM WAGES RATES ON PUBLIC WORKS

C.2 PAYROLL CERTIFICATION AND FEE REQUIREMENTS;

ADDITIONAL RETAINAGE

C.3 PROMPT PAYMENT AND CONTRACT CONDITIONS

C.4 PAYMENT FOR MEDICAL CARE

C.5 HOURS OF LABOR

SECTION D

CHANGES IN THE WORK

D.1 CHANGES IN THE WORK

D.2 DELAYS

D.3 CLAIMS REVIEW PROCESS

SECTION E

PAYMENTS

E.1 SCHEDULE OF VALUES

E.2 PAYMENT APPLICATIONS

E.3 PAYROLL CERTIFICATION REQUIREMENT

E.4 DUAL PAYMENT SOURCES

E.5 RETAINAGE

E.6 FINAL PAYMENT

SECTION F

JOB SITE CONDITIONS

F.1 USE OF PREMISES

F.2 PROTECTION OF WORKERS, PROPERTY AND THE

PUBLIC

F.3 CUTTING AND PATCHING

F.4 CLEANING UP

F.5 ENVIRONMENTAL CONTAMINATION

F.6 ENVIRONMENTAL CLEAN-UP

F.7 FORCE MAJEURE

SECTION G

INDEMNITY, BONDING AND INSURANCE

G.1 RESPONSIBILITY FOR DAMAGES/INDEMNITY

G.2 PERFORMANCE AND PAYMENT SECURITY; PUBLIC

WORKS BOND

G.3 INSURANCE

SECTION H

SCHEDULE OF WORK

H.1 CONTRACT PERIOD

H.2 SCHEDULE

H.3 PARTIAL OCCUPANCY OR USE

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TOC – GENERAL CONDITIONS – PAGE 2

SECTION I

CORRECTION OF WORK

I.1 CORRECTIONS OF WORK BEFORE FINAL PAYMENT

I.2 WARRANTY WORK

SECTION J

SUSPENSION OR TERMINATION OF THE WORK

J.1 CITY'S RIGHT TO SUSPEND THE WORK

J.2 CONTRACTOR'S RESPONSIBILITIES

J.3 COMPENSATION FOR SUSPENSION

J.4 CITY'S RIGHT TO TERMINATE CONTRACT

J.5 TERMINATION FOR CONVENIENCE

J.6 ACTION UPON TERMINATION

SECTION K

CONTRACT CLOSE-OUT

K.1 RECORD DRAWINGS

K.2 OPERATION AND MAINTENANCE MANUALS

K.3 AFFIDAVIT/RELEASE OF LIENS AND CLAIMS

K.4 COMPLETION NOTICES

K.5 TRAINING

K.6 EXTRA MATERIALS

K.7 ENVIRONMENTAL CLEAN-UP

K.8 CERTIFICATE OF OCCUPANCY

K.9 OTHER CONTRACTOR RESPONSIBILITIES

K.10 SURVIVAL

SECTION L

LEGAL RELATIONS AND RESPONSIBILITIES

L.1 LAWS TO BE OBSERVED

L.2 FEDERAL AGENCIES

L.3 STATE AGENCIES

L.4 LOCAL AGENCIES

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EXHIBIT ‘A’ GENERAL CONDITIONS – PAGE 1

CITY OF REDMOND, OREGON

GENERAL CONDITIONS FOR PUBLIC IMPROVEMENT CONTRACTS

(“General Conditions”)

SECTION A

GENERAL PROVISIONS

A.1 DEFINITION OF TERMS. Capitalized terms used, but not otherwise defined, in the Contract Documents shall have the following meanings:

“Affiliate” means any subsidiary of Contractor, and any other entity in which Contractor has a financial interest or which has a financial interest in Contractor (including without limitation parent companies, related businesses under the same holding company, or any other business controlled by, under common control with, or which controls Contractor).

“Allowance” means the allowance amounts shown in the GMP Supporting Documents, together with such further allowances as may be developed by the Parties as the Project progresses.

“Amendment” means a written modification of the Contract (including without limitation any Change Order, Early Work Amendment, or GMP Amendment) executed by Contractor, City’s Authorized Representative, and, where required, approved in writing on behalf of City by its City Manager.

“Architect/Engineer” means the Person appointed by City to make drawings and specifications and, to provide contract administration of the Work contemplated by the Contract to the extent provided herein or by supplemental instruction of City (under which City may delegate responsibilities of City’s Authorized Representative to the Architect/Engineer), in accordance with ORS Chapter 671 (Architects) or ORS Chapter 672 (Engineers) and administrative rules adopted thereunder.

“Business Days” means every day except Saturday, Sunday, and legal holidays recognized for employees of City.

“Change Order” means a written modification of the Contract under Section D.1 of the General Conditions (including without limitation any agreed change to GMP), identified as a Change Order and executed by City’s Authorized Representative, Contractor, where applicable, and, where required, approved in writing by City.

“City” means City of Redmond, Oregon (Owner)

“City's Authorized Representative” means those individuals identified in writing by City to act on behalf of City for this project. City may elect, by written notice to Contractor, to delegate certain duties of City’s Authorized Representative to more than one party, including without limitation, to an Architect/Engineer.

However, nothing in these General Conditions is intended to abrogate the separate design professional responsibilities of Architects under ORS Chapter 671 or of Engineers under ORS Chapter 672.

“Claim” means a demand or assertion by Contractor seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of Contract Time or other relief pursuant to Section D.3.

“Construction Documents” has the meaning given in City’s Professional Services Agreement with the Architect for this Project.

“Construction Manager Services” or “CM Services” has the meaning given in Article 3.3 of the Contract.

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“Construction Phase” means the period commencing on City’s execution of a GMP Amendment or Early Work Amendment, together with the earlier of (i) issuance by City of a Notice to Proceed with any on-site construction or (ii) execution of a subcontract or issuance of a purchase order for materials or equipment required for the Work.

“Construction Phase Services” means all of the Work other than the Preconstruction Phase Services.

“Contract” means the written agreement between City and Contractor comprised of the Contract Documents which describe the Work to be done and the obligations between the Parties.

“Contract Documents” means the Request for Proposals and any addenda, Instructions to Proposers, the Contract, General Conditions, Supplemental General Conditions, if any, the accepted Proposal, Plans, Specifications, Amendments and Change Orders.

“Contract Period” as set forth in the Contract Documents, means the period beginning with the issuance of the Notice to Proceed and concluding upon Final Completion.

“Contract Price” means a total amount equal the sum of the Preconstruction Fee, the CM/GC Fee, and the actual Cost of the Work, as increased or decreased by the price of approved alternates and Change Orders, but not exceeding the GMP. If only Preconstruction Phase Services are provided and a GMP Amendment is not executed between Contractor and City, the Contract Price is the amount payable for the Preconstruction Phase Services listed on Exhibit C. If Preconstruction Phase Services are provided and a GMP Amendment is executed between Contractor and City, the Contract Price is the amount payable for Preconstruction Phase Services listed on Exhibit C and the amount established by the GMP Amendment and any addenda.

“Contract Time” means any incremental period of time allowed under the Contract to complete any portion of the Work as reflected in the project schedule.

“Contractor” means the Person awarded the Contract for the Work contemplated.

“Contractor Field Work” means customary layout, clean up, supervision, and portions of the Work of a minor nature and not feasibly part of the Work Contractor assigns to its Subcontractor due to: exclusions by the Subcontractor not resolved through the process described in Article 11.3.3 of the Contract, undeveloped design owing to deviations in Work performed or materials delivered by Subcontractors or suppliers that do not represent defective or nonconforming work, a breach or failure to perform by the Subcontractor or supplier, complexity of coordination of the Work, and other similar reasons typically providing cause for “pick-up” or Work under industry standards; provided, however, that (i) Contractor has reasonably determined that doing such portion of the Work itself is in the best interests of City, (ii) such Work is identified as Contractor Field Work in monthly billings and (iii) Contractor receives prior approval of City’s Authorized Representative as to the scope of such Contractor Field Work.

“Days” means calendar days, including weekdays, weekends and holidays, unless otherwise specified.

“Design Development Documents” has the meaning given in City’s Professional Services Agreement with the Architect for this Project.

“Direct Costs” means, unless otherwise provided in the Contract Documents, the cost of materials, including sales tax, cost of delivery; cost of labor, including social security, old age and unemployment insurance, and fringe benefits required by agreement or custom; worker's compensation insurance; project specific insurance; bond premiums, rental cost of equipment, and machinery required for execution of the work; and the additional costs of field personnel directly attributable to the Work.

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“Early Work” means Construction Phase Services authorized by Amendment that the Parties agree should be performed in advance of establishment of the GMP. Permissible Early Work will be limited to: early procurement of materials and supplies; early release of bid or proposal packages for site development and related activities; and any other advance work related to critical components of the Project for which performance prior to establishment of the GMP will materially affect the critical path schedule of the Project.

“Early Work Amendment” means an Amendment to the Contract executed by and between the Parties to authorize Early Work.

“Early Work Price” has the meaning given in Article 3.2.3 of the Contract.

“Effective Date” means the date on which this Contract is fully executed by the parties.

“Engineer”. References to the Architect/Engineer shall be deemed to refer to the Architect/Engineer of record.

“Federal Contract Provisions” means the Contract Provision Guidelines for Obligated Sponsors and Airport Improvement Program Projects.

“Final Completion” means the final completion of all requirements under the Contract, including Contract Closeout as described in Section K but excluding Warranty Work as described in Section I.2, and the final payment and release of all retainage, if any, released.

“Fixed Cost for GC Work” means that fixed sum identified in Article 8.7 of the Contract.

“Force Majeure” means an act, event or occurrence caused by fire, riot, war, acts of God, nature, sovereign, or public enemy, strikes, freight embargoes or any other act, event or occurrence that is beyond the control of the party to this Contract who is asserting Force Majeure.

“General Conditions Work” or “GC Work” means (i) that portion of the Work required to support construction operations that is not included within overhead or general expense but is called out as General Conditions Work, and (ii) any other specific categories of Work approved in writing by City’s Authorized Representative as forming a part of the General Conditions Work.

“Guaranteed Maximum Price” or “GMP” means the Guaranteed Maximum Price of the Contract, as stated in the GMP Amendment, determined in accordance with Article 6 of the Contract, and as it may be adjusted from time to time pursuant to the provisions of the Contract.

“GMP Amendment” means an Amendment to the Contract, issued in the form of Exhibit B and executed by and between the Parties, to establish the GMP and identify the GMP Supporting Documents for Construction Phase Services.

“GMP Change Request” means a party’s written request for adjustment of the GMP based on a Scope Change.

“GMP Supporting Documents” means the documents referenced in the GMP Amendment as the basis for establishing the GMP. The GMP Supporting Documents will expressly identify the Plans and Specifications, clarifications, assumptions, qualifications, exclusions, conditions, Allowances, unit prices, and alternates that form the basis for the GMP.

“Indemnitees” has the meaning given the term in Subsection G.1.2 of these General Conditions.

“Key Persons” means those Contractor personnel identified in Articles 4.5 and 4.6 of the Contract.

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“Notice to Proceed” means the official written notice from City stating that Contractor is to proceed with the Work defined in the Contract Documents. Notwithstanding the Notice to Proceed, Contractor shall not be authorized to proceed with the Work until all initial Contract requirements, including the Contract, performance bond and payment bond, and certificates of insurance, have been fully executed and submitted to City in a suitable form.

“Offer” means a bid or proposal, as applicable, submitted by a Subcontractor in response to a Contractor-issued solicitation for subcontract work.

“Offeror” means a Subcontractor submitting a bid or proposal for subcontract work.

“Overhead” means those items which may be included in Contractor's markup (general and administrative expense and profit) and that shall not be charged as Direct Costs, including without limitation such Overhead expenses as wages or salary of personnel above the level of foreman (i.e., superintendents and project managers), and expenses of Contractor's offices at the job site (e.g. job trailer) including expenses of personnel staffing the job site office.

“Person” means an entity doing business as a sole proprietorship, a partnership, a joint venture, a corporation, a limited liability company or partnership, or any other entity possessing the legal capacity to contract.

“Plans” means the drawings which show the location, type, dimensions, and details of the Work to be done under the Contract.

“Preconstruction Fee” means the fee paid by City to Contractor, on a cost reimbursement basis, for all Preconstruction Phase Services, up to the maximum amount identified in Article 6.2 of the Contract.

“Preconstruction Phase” means the period commencing on the effective date of the Contract and ending upon commencement of the Construction Phase; provided that if City and Contractor agree, the Construction Phase may commence before the Preconstruction Phase is completed, in which case both phases will proceed concurrently.

“Preconstruction Phase Services” means all services described in Article 3.1 of the Contract, and any similar services described in the RFP, including such similar services as are described in Contractor’s Proposal to the extent they are accepted by City, but excluding any Early Work. Early Work will be considered part of Construction Phase Services.

“Project” means the Redmond Municipal Airport Terminal Building Expansion Project

“Proposal” means Contractor’s proposal submitted in response to the RFP.

“Punchlist” means the list of Work yet to be completed or deficiencies which need to be corrected in order to achieve Final Completion of the Contract.

“Record Document” means the as-built Plans, Specifications, testing and inspection records, product data, Samples, manufacturer and distributor/supplier warranties evidencing transfer to City, operational and maintenance manuals, shop drawings, Change Orders, correspondence, certificate(s) of occupancy, and other documents listed in Subsection B.9.1 of these General Conditions, recording all Services performed.

“Request for Proposals” or “RFP” means the Request for Proposals, and all schedules, attachments, or addenda to the RFP, issued by City for award of a contract for performance of the Work.

“Samples” has the meaning given in Section B.18.1(c) of these General Conditions.

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EXHIBIT ‘A’ GENERAL CONDITIONS – PAGE 5

“Schedule of Values” has the meaning given in Section E.1 of these General Conditions.

“Schematic Design Documents” has the meaning given in City Professional Services Agreement with the Architect for this Project.

“Scope Change” shall mean only (i) changed site conditions not reasonably inferable from information available to Contractor at the time of execution of the GMP Amendment, and (ii) significant Work modifications (including additions, substitutions, and deletions), changes to the Plans and Specifications, application of Allowances, and selection of alternates, all as approved by City under this Contract beyond that identified or inferable from the GMP Supporting Documents (but in the case of Allowance items, the GMP will increase only if the cost to City of the Allowance items exceeds the total amount of the Allowances).

“Specifications” means any description of the physical or functional characteristics of the Work, or of the nature of a supply, service or construction item. Specifications may include a description of any requirement for inspecting, testing or preparing a supply, service or construction item for delivery and the quantities or qualities of materials to be furnished under the Contract. Specifications generally will state the results or products to be obtained and may, on occasion, describe the method and manner of doing the work to be performed.

Specifications may be incorporated by reference and/or may be attached to the Contract.

“Subcontractor” means a Person having…