Exhibit 1 Sample Contract and Attachmt.docx

EXHIBIT #1 – SAMPLE CONTRACT

Contract for Goods

33 MVA Transformers for EWEB Substations

Contract No. 26-005-G

By and between Eugene Water & Electric Board and Contractor

RFP 26-005-G

Rev 09-24

This Contract is entered into by and between the Eugene Water & Electric Board, hereinafter called EWEB, and , hereafter called Contractor.

RECITALS

WHEREAS, EWEB has negotiated the following agreement (“Agreement” or “Contract”) in Eugene, Oregon, and Contractor has agreed to deliver its Goods in Eugene, Oregon;

NOW THEREFORE, in consideration of a sum agreed to by the Parties, the Contractor agrees to sell and deliver the Goods as described in this Contract, in accordance with all requirements, terms and conditions of this Contract, as set forth below:

DEFINITIONS

“Acceptance” - Goods furnished under this Contract shall be subject to inspection and testing by EWEB at delivery point and after assembly a few months later, or as otherwise stated in the Contract. If EWEB determines that Goods conform in accordance with the Contract Specifications, then EWEB shall notify Contractor that “Acceptance” of the Goods has occurred.

“Contract” or “Contracts” means the Written agreement(s), resulting from the Solicitation Document that sets forth the rights and obligations of the parties.

“Contractor” means the Person with whom EWEB enters into a Contract.

“Goods” includes products that have associated or incidental service components, such as supplier warranty obligations or maintenance service programs. (See ORS 279B.115(1))

"Person" means a natural person capable of being legally bound, a sole proprietorship, a corporation, a partnership, a limited liability company or partnership, a limited partnership, a for-profit or nonprofit unincorporated association, a business trust, two or more persons having a joint or common economic interest, any other person with legal capacity to contract or a public body.

“Rule” means a Rule within the EWEB Public Contracting Rules.

“Services” under this Contract mean any action or work to be performed by the Contractor in the provision of the Goods required under the Contract.

“Specifications” under this Contract sets forth the required design and minimum level of quality of the Goods furnished by Contractor under this Contract.

"Work" means the furnishing of all materials, equipment, labor, and incidentals necessary to successfully complete any individual item or the entire Contract and successful completion of all duties and obligations imposed by the Contract.

“Working hours” means EWEB’s regular business hours, which currently are Monday through Friday, 9 a.m. to 5 p.m., excluding EWEB recognized holidays.

All other terms not expressly identified in the Contract shall have the meanings as set forth in EWEB Public Contracting Rules, Division 1 - Definitions.

ARTICLES

HEADINGS: The section (“Section” or “Article”) headings in this Contract are included for convenience only; they do not give full notice of any portion of the terms of this Contract.

CONTRACT COMMENCEMENT

1. Effective Date and Duration

a. This Contract shall become effective on the date this Contract has been signed by every party hereto and, when executed by EWEB's Purchasing Supervisor. Unless terminated or extended, this Contract shall expire on , 202 . Expiration shall not extinguish or prejudice EWEB’s right to enforce this Contract with respect to any breach of a Contractor warranty or any default or defect in Goods that has not been cured. The maximum term for this Agreement shall not exceed five (5) years (although it is anticipated that fulfilment and Acceptance will occur sooner than 5 years.)

PRICING AND PAYMENT

2. Contract Compensation The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $ . Pricing detail is provided in Attachment A – Schedule of Goods.

Pricing and Payment

3. Invoicing and Payment

a. Progress Payments - Interim payments to Contractor shall be made according to the following payment schedule:

The final 10% payment will be made after product successfully passes an inspection at the delivery location (including verifying test report(s) and is found to be in full compliance with the specifications of the Contract. Product must be Accepted per Section 9 On-Time Delivery and Section 10 Inspections, EWEB will have issued a Notice of Final Acceptance, and EWEB will have received Contractor’s invoice before final payment will be made.

Payment Submission: Invoices shall be submitted to EWEB's Contract Administrator and accountspayable@eweb.org for this Contract. EWEB's Contract Administrator is insert name.

Payment Terms: EWEB will make payment in accordance with its regular payment schedule: Net 30 days from receipt of a valid, undisputed invoice.

b. Tariffs – Base tariffs (HTSUS Column 1 General duty rate) will be included in contracted transformer price. If Presidential Executive Orders or laws passed by Congress cause the overall cost of the unit to increase by two percent (2%) or more, and if Contractor is not able to otherwise mitigate these increases during the period between contract execution and the shipment date, Contractor may pass along those specific incremental cost increases which shall not cumulatively exceed 8% of the total cost of the unit. Contractor will provide documentation of the specific, detailed cost increases in the event they occur, and adjustment is sought.

c. Final Payment - Payment for undisputed amounts will be made upon receipt of an invoice, and for final payment after product successfully passes an inspection at the delivery location, is in full compliance with the Specifications of the solicitation, including manuals, data sheets, or any other required component, and EWEB has issued a Final Acceptance notice to Contractor.

4. Reserved

SPECIFICATIONS / REQUIREMENTS

5. Schedule of Goods An overview of the Goods required is contained in Attachment A - Schedule of Goods, attached and incorporated by reference into this Contract.

6. Specifications Contractor shall deliver all Goods and Services specified under the Contract in accordance with the Specifications contained in Attachment B – Material Specifications. Contractor’s failure to deliver Goods in accordance with the provisions of this Contract is a material breach of this Contract.

a. General provisions.

i. Standard Components. Unless specified otherwise in this Section, Contractor shall provide Goods with all components and accessories that the manufacturer lists as “standard” for Goods.

ii. Necessary Components. Unless specified otherwise in this Section, Contractor shall include all components, hardware and parts necessary for complete and proper assembly, installation and operation of Goods.

iii. New and Unused Goods. Unless specified otherwise in this Section, Contractor shall deliver Goods that are new, unused and produced from current production inventory. Contractor shall provide Goods manufactured from only those components that the manufacturer offers in the manufacturer’s current parts catalogue for Goods.

b. Detailed Specifications.

All Goods furnished under the resulting Contract shall comply with the applicable attached material specification contained in Attachment B – Material Specifications.

7. Addition/Deletion and Product Substitution of Goods Contractor will make available to EWEB products that have been added to the product line by the manufacturer or products in the same product line not specifically listed in this Contract. These products will be available at pricing and discount consistent with current items available under the Contract.

Any substitution(s) for originally contracted item(s) must have the approval of EWEB prior to any substitution.

If approved by EWEB, the substituted item(s) must be offered to EWEB at no increase in cost and the quality cannot be less than the originally contracted item. Contractor shall be responsible for securing all approvals and, with the exception of storage, will also be responsible for all charges such as freight, labor, etc., which accrue to any shipments of unauthorized substituted material. EWEB will not be responsible to pay for shipments of unauthorized product.

8. Reserved PERFORMANCE

9. On-Time Delivery

a. All Goods shall be received by the Required Date specified on each purchase order issued. Additional detail regarding delivery is provided in Attachment A - Schedule of Goods.

b. All deliveries shall be F.O.B. Destination, with all transportation and handling charges paid by Contractor. Responsibility and liability for loss or damage shall remain with Contractor until EWEB conducts an Initial Inspection of received Goods for shipment damage and compliance with Material Specifications.

10. Inspections and Acceptance

Initial Acceptance after Inspection of Newly Delivered Product –

The manufacturer shall be responsible for offloading all parts and accessories from the truck upon arrival at EWEB’s destination site. Goods furnished under this Contract shall be subject to an initial inspection by EWEB for shipment damage and compliance with specifications within 5 business days from time of Manufacturer’s offloading transformers to EWEB’s destination site, although EWEB will do its best to complete inspection sooner.

“Initial Acceptance” by EWEB in writing (including email) shall be provided to Contractor after such initial inspection, at which point EWEB shall assume responsibility and liability for loss or damage. If the Goods are found to be incomplete and/or damaged at time of initial delivery, the Goods will be deemed as “Rejected”. Next steps are stated in Section 11 Deficiencies and Remedies.

The manufacturer will revisit the site some months later to assemble, test, and inspect the transformer. Note that there will be two different times when manufacturer will travel to Eugene, Oregon. If final assembly will not be completed within 30 days of delivery, excess natural ester fluid must be stored in UV resistant storage containers.

Final Acceptance after Assembly, Testing, and Inspection EWEB will schedule Final Testing and Inspection at the time of issuance (unless already scheduled per the Contract). Contractor must meet the scheduled timeframe for Final Testing and Inspection unless weather creates a need to schedule to the soonest date possible for both parties. Regardless, Contractor must complete Final Testing and Inspection no later than 150 calendar days from date of Initial Acceptance.

The manufacturer shall be responsible for full assembly of the transformer. EWEB reserves the right to witness this process but will not be required to be present. The manufacturer will then complete “Final Testing and Inspection” of the transformer which shall include, at a minimum, complete power factor for windings and all accessories, winding excitation current, power loss of arresters, and TTR for all available taps. All field test data shall be provided to EWEB following completion of testing. Impact recorders shall be reviewed by EWEB and the manufacturer after the transformer is placed upon the final foundation. Unacceptable readings from any impact recorder will result in EWEB not accepting the delivery.

If EWEB determines that Goods conform in accordance with the Contract Specifications, then EWEB shall promptly notify Contractor that “Final Acceptance” of the Goods has occurred or, if the Goods are found to be incomplete and/or not in compliance with Contract requirements and Specifications, then “Rejection” of the Goods has occurred. Next steps are stated in Section 11 - Deficiencies and Remedies.

Failure to meet the 150-day deadline from time of successful Initial Inspection for completion of Final Testing and Inspection will constitute a Breach of Contract per Sections 13.b.4 and 14.c of this Contract.

EWEB will do its best to complete final inspection within 2 calendar weeks after assembly and submittal of field test report by manufacturer but if EWEB does not deliver written notice of Final Acceptance or Notice to Cure within 30 calendar days of Contractor’s submittal of the final field test report, Goods shall be deemed as Accepted.

11. Deficiencies and Remedies

Deficiencies - If EWEB determines that any Goods are not Acceptable and that any deficiencies are the responsibility of the Contractor, EWEB, at its sole discretion, reserves the right to Reject all or part of the shipment and issue a Notice to Cure and require Contractor to correct any defects without charge. If EWEB elects to allow Contractor opportunity to correct deficiencies, EWEB shall prepare a detailed Notice to Cure, including a written description of such deficiencies and an associated, reasonable and realistic time frame for correction (after conferring with Contractor) and deliver such formal notice to Contractor. The time specified will take into consideration the availability of any parts needed to cure the defect.

Upon receipt of such written notice, Contractor will correct any such failures within the timeframe EWEB specified in its a notice and shall either re-deliver the Goods to EWEB for re-inspection or EWEB will inspect the Goods at the factory. Until EWEB issues Final Acceptance for Goods, Contractor is responsible for any and all costs associated with correcting Goods that are not built in compliance with the requirements of this Contract and its Specifications, including all freight charges incurred for the return and re-shipment of deficient Goods or all travel and lodging if EWEB inspects Goods at factory. Rejection that requires return to factory for remediation will only be done upon mutual agreement post-delivery. If Goods are not returned to factory for remediation, Contractor will repair at Eugene, OR location at Contractor’s sole expense.

Contractor Cures Defects - If EWEB determines that Goods conform in accordance with the Specifications, then EWEB shall notify Contractor in writing that Final Acceptance of the Goods has occurred.

Contractor Failure to Cure Defects - If the Goods still fail to conform as required, EWEB reserves the right to allow Contractor additional opportunities to correct the Goods, again at no additional charge to EWEB. If Contractor is ultimately unable to cure any defects within the time set forth in its most recent formal Notice to Cure, EWEB will contact Contractor’s Surety to facilitate processing of Contractor’s performance bond while terminating the Contract, per Sections 13.b.4 and 14.c of this Contract.

12. Reserved EARLY TERMINATION

13. Early Termination

a. Termination for Convenience

1. EWEB and Contractor, by mutual written agreement, may terminate this Contract at any time.

2. EWEB in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

b. EWEB Termination for Cause

1. EWEB Non-Appropriation of Funds - If payment for Goods purchased under this Contract extends into EWEB’s next fiscal year, EWEB’s obligation to pay for such Deliverables is subject to approval of future appropriations to fund this Contract by the EWEB Board of Commissioners. If EWEB fails to receive funding, appropriations, limitations or other expenditure authority at levels sufficient to pay for Contractor’s Work, EWEB shall terminate the Contract immediately.

2. Regulatory Changes - EWEB may terminate this Contract if Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Work under this Contract is prohibited or EWEB is prohibited from paying for such Work from the planned funding source. Termination shall take effect on the date the law, regulation or guidelines takes effect, or with 30 days written notice, whichever comes first.

3. Contractor Loss of Licensure – EWEB may terminate this Contract immediately if Contractor no longer holds an applicable license or certificate required to deliver the Goods required by the Contract.

4. Contractor Breach of Contract - EWEB may terminate this Contract if Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within the time specified in the Notice to Cure issued by EWEB per Section 11 of this Contract.

c. Contractor’s Right to Terminate for Cause

1. EWEB Non-payment - Contractor may terminate the Contract within 15 calendar days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in its notice, if EWEB fails to pay Contractor under a formally issued purchase order for Accepted Goods pursuant to the terms of this Contract.

2. EWEB Material Breach of Contract - Contractor may terminate this Contract, for reasons other than nonpayment, if EWEB commits any material breach as to substantially endanger Contractor's performance under this Contract, and such breach, default or failure is not cured within 15 business days after delivery of Contractor's notice, or such longer period as Contractor may specify in such notice, whichever is the longer period.

Termination or expiration of this Contract does not extinguish or prejudice EWEB’s right to enforce any other claim EWEB may have against Contractor, its access to records, to enforce indemnification, governing law, and remedies provisions contained within this Contract, its attachments, exhibits, and any and all subsequent Addenda or amendments per Section 32 - Survival.

14. Payment Upon Early Termination Upon termination pursuant to Section 13 Early Contract Termination, payment shall be made as follows:

a. If Contract is terminated by EWEB for 13.a EWEB Termination for Convenience, 13.b.1 Non-Appropriation of Funds, or 13.b.2 Regulatory Changes, EWEB shall be subject to the following termination charges, less any milestone payments made up to the point of cancellation:

· 0% of order if Notice of Cancellation is 0 to 30 Calendar Days After Receipt of PO

· 20% of order if Notice of Cancellation is 31 to 90 Calendar Days After Receipt of PO

· 30% of order if Notice of Cancellation is 91 Calendar Days After Receipt of PO until EWEB Approval of Contractor Drawings

· 40% of order if Notice of Cancellation is after drawing approval but before the start of manufacturing

· 70% of order if Notice of Cancellation is after start of manufacturing but before start of assembly

· 100% of order if cancellation is made after start of assembly.

In no event shall termination fees exceed the total contract value.

b. Contractor Loss of Licensure - Per Section 13.b.3, if EWEB terminates this Contract for Contractor’s loss of licensure, EWEB’s liability to Contractor for unfinished Goods will terminate immediately, and Contractor shall issue an invoice reversing all past and current charges associated with the Goods and their delivery. EWEB will return any defective Goods, entirely at Contractor’s cost for transport.

c. Contractor Breach of Contract – Per Section 13.b.4, if EWEB terminates this Contract for breach, EWEB will file a claim against Contractor’s performance bond if the Contract is terminated while the Contractors performance bond is active. EWEB’s liability to Contractor for unfinished Goods will terminate immediately. Contractor shall issue an invoice reversing all past and current charges associated with the Goods and their delivery not covered by the performance bond. EWEB will return any defective Goods, entirely at Contractor’s cost for transport.

d. If terminated by Contractor for 13.c.1 Non-Payment or 13.c.2 Material Breach of Contract by EWEB, EWEB shall be subject to the following termination charges, less any milestone payments made up to the point of Contractor termination:

· 0% of order if Notice of Cancellation is 0 to 30 Calendar Days After Receipt of PO

· 20% of order if Notice of Cancellation is 31 to 90 Calendar Days After Receipt of PO

· 30% of order if Notice of Cancellation is 91 Calendar Days After Receipt of PO until EWEB Approval of Contractor Drawings

· 40% of order if Notice of Cancellation is after drawing approval but before the start of manufacturing

· 70% of order if Notice of Cancellation is after start of manufacturing but before start of assembly

· 100% of order if cancellation is made after start of assembly.

In no event shall termination fees exceed the total contract value.

In the event of Contract termination by either party for any reason, the parties shall have no liability to each other for special, incidental or consequential damages (including punitive or exemplary damages) for any cause or of any nature whatsoever.

RISK

15. Insurance and Bonding Contractor shall require manufacturer to provide certificates of insurance as described below and will ultimately ensure the required certificates are provided to EWEB. No work under this Contract shall commence until all insurance and bonding requirements have been met.

a. Certificates of Insurance. As evidence of the insurance coverage required by this Contract, the Contractor shall furnish certificate(s) of insurance to the EWEB Purchasing Department, before final award can be authorized and must list the Contract number in the “Description of Operations” section. The insurance coverage required under this Contract shall be obtained from insurance companies or entities having a minimum financial rating of A.M. Best’s Key Rating A-; VII or higher. The Contractor shall be financially responsible for all deductibles, self-insured retention and/or self-insurance included hereunder.

Contractor shall ensure Contractor’s subcontractors procure the same types/categories of insurance as required for Contractor; limits shall be commensurate with each subcontractor’s scope of work.

b. Commercial General Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance written on the current ISO occurrence form (or a substitute form providing equivalent coverage) including coverage for premises, operations, independent contractors (performing Work on Contractor’s behalf), completed operations and contractual liability. The limit shall not be less than $1,000,000 per occurrence and subject to an aggregate limit of no less than $2,000,000.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

c. Automobile Liability. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance to cover liability arising out of any auto (including owned, hired and non-owned) used in connection with the Work or Services. This coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

The insurance must include EWEB, its' divisions, officers, and employees as additional insureds and must apply as primary insurance without any contribution from any other insurance or self-insurance afforded to such additional insured. There must not be any endorsement or modification of this insurance to make it excess over any other insurance available to such additional insured. Insurance or self-insurance maintained by EWEB or other additional insureds is in excess of Contractor’s insurance, contingent and non-contributory.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

d. Workers' Compensation. All subject employers working under this Contract are either employers that will comply with ORS 656.017 which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers, or employers that are exempt under ORS 656.126. [2003 c.794 §76c] In addition, Contractor will obtain, at Contractor's expense, and keep in effect during the term of this Contract, Employers Liability insurance with a limit of not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and a $1,000,000 policy limit for bodily injury by disease.

The insurance must include a waiver of subrogation in favor of EWEB, its' divisions, officers, and employees.

e. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days' written notice from Contractor or its insurer(s) to EWEB.

Failure to Maintain Insurance - If at any time Contractor fails to maintain insurance complying with the requirements reflected herein, in full force and effect, they shall be responsible for any resulting losses or costs sustained by EWEB and shall hold EWEB harmless from actions brought against Contractor as the result of the absence of the required insurance, and (ii) EWEB shall not be required but may elect to do any of the following: (A) immediately suspend all or a portion of the Work and be entitled to an equitable adjustment in the price, schedule and other terms of the Contract for the impact of the suspension (B) pay premiums or purchase alternate insurance at the Contractor’s expense; or (C) pursue such other remedies as may be allowed by law.

Failure to Comply - Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Contract and shall be grounds for immediate termination of this Contract by EWEB.

f. Reserved

g. Waiver of Insurance Requirements Contractor’s failure to provide certificates of insurance as specified herein and/or in the manner specified herein does not constitute a waiver of the insurance requirements. Any waiver of the insurance requirements will only be made in writing.

h. Performance Bond

Before each purchase order can be issued under the Contract to authorize the manufacture and delivery of specific units, the Contractor must furnish the Performance Bond (to the Purchasing Contact) for that purchase order that includes written confirmation from the surety verifying the information listed below.

Each Performance Bond:

· shall be in the amount of 100% of the corresponding purchase order value,

· shall guarantee the completion of and compliance with the terms under the awarded Contract for the manufacture, factory testing, and delivery of all power transformer(s) specified in the purchase order, and shall expressly extend to and cover all warranty obligations for each unit supplied, as specified in the Contract documents,

· shall be issued by a surety licensed in the state of Oregon and acceptable to the Owner, and

· shall become active upon Purchase Order issuance and remain in effect throughout the entire term of the warranty for the transformer(s) delivered under the corresponding Purchase Order.

16. Force Majeure Unless this Contract is executed to remedy an act(s), occurrence(s), or event(s) stated herein, neither Party shall be liable for delays in the execution of its obligations due to causes beyond its reasonable control, including, but not limited to acts of God, fires, strikes, labor disturbances, floods, epidemics, quarantine restrictions, war, insurrection or riot, acts of a civil or military authority (not including tariff changes), compliance with priority orders or preference ratings issued by the federal Government, acts of Government authorities with respect to revocation of export or re-export permits/licenses, wrecks, or unusually severe weather. The parties shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of their obligations under this Contract.

In the event of any such delay, the required date of services will be extended for a period of time equal to the period of the delay, or as short a period as is reasonably possible.

EWEB may terminate this Contract for Convenience per Sections 12 and 13 upon written notice after reasonably determining that such delay or default will likely prevent successful performance of the Services provided under this Contract due to quality or timing issues.

17. Indemnification Contractor shall defend, save, hold harmless, and indemnify EWEB, its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses by either Consultant or any third parties resulting from, arising out of, or relating to any error, omission, breach of contractual duty, or negligent act of the Contractor or its officers, employees, subcontractors, or agents in the performance of services under this Contract.

18. Reserved SUSTAINABILITY

19. Sustainability EWEB requires suppliers to implement the following strategies where applicable:

· EWEB aims to prevent waste where possible. Unnecessary packaging should be eliminated and required packaging should be reusable and/or made with recycled content, bio-degradable, and/or non-toxic materials.

· Fuel reduction strategies shall be implemented including efficiencies in shipping techniques, increasing manufacturing efficiencies over time, and reducing the use of idling vehicles. Where the supplier is not in compliance with our Policy, disclosure is required.

· EWEB requests vendors use environmentally preferable products wherever practical. Characteristics of environmentally preferable products include recyclable, energy efficient, non-toxic, and/or certified by an independent accredited third-party program such as EcoLogo or Energy Star.

· EWEB supports the use of Minority, Women, Emerging Small Businesses (M/W/ESB), local businesses, Disadvantaged Business Enterprises and Qualified Rehabilitation Facilities (QRF) at both a prime and subcontracting and/or supply chain level. EWEB encourages the awarded offeror to use the following voluntary practices to promote open competitive opportunities for disadvantaged businesses as applicable.

20. Reserved

EMPLOYEES AND SUBCONTRACTORS

21. Anti-Discrimination Contractor shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits or employment. Contractor shall not discriminate against minority-owned, women-owned or emerging small businesses.

22. Equal Opportunity Employer EWEB is an Equal Employment Opportunity and Affirmative Action employer and requires contractors and their subcontractors to follow EEO/AA practices in their performance of this Contract.

23. Hours of Labor Contractor shall pay employees for overtime work performed under the public contract in accordance with ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

24. Safety and Health Requirements General Requirements - Contractor warrants Goods provided under this Contract comply with all applicable federal Occupational Safety and Health Administration (OSHA) requirements and with all applicable Oregon safety and health requirements, including those of the Oregon State Workers' Compensation Division.

The Contractor shall comply with all federal, state, and local safety and health regulations and laws that apply to the state of manufacture including, but not limited to, the following:

· Department of Labor and Industries regulations and laws

· United States Department of Labor Law - 29 CFR 1910 and 29 CFR 1926 – Occupational Safety & Health Administration

Protection of Workers - Contractor shall take all necessary precautions for the safety of Contractor employees, subcontractors, suppliers, inspectors, and Owner employees on the job site or otherwise engaged in the undertaking of the Work and shall comply with the Contract Documents, best practices, and all applicable provisions of federal, state, and municipal safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the premises where the Work is being performed. Contractor shall erect and properly maintain at all times, as required by the conditions and progress of the Work, all necessary safeguards for protection of workers and the public against any hazards created by the Work.

25. Tobacco Free Workplace EWEB campuses, worksites, vehicles, and equipment (known collectively as “EWEB Campus”), are smoke-free. Contractors and their staff may not use or distribute tobacco products in any EWEB Campus, nor can they inhale, exhale, burn, or carry any lighted smoking material or vapor. Contractors and staff must extinguish or cease use prior to entering any EWEB campus and must dispose of tobacco products appropriately prior to entry. Improper disposal includes littering, spitting smokeless tobacco, or any measure which creates a fire or hazard or could disrupt the campus or worksite.

26. EWEB Payment of Contractor Claims

a. Contractor shall make payment promptly, as due, to all persons supplying Contractor labor, equipment or material for Work under this Contract; pay all contributions or amounts due the Industrial Accident Fund from Contractor or any subcontractor incurred in the performance of the Contract; not permit any lien or claim to be filed or prosecuted against EWEB on account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from employees pursuant to ORS 279B.220.

b. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person in connection with this Contract as such claim becomes due, EWEB may, but is not obligated to pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due Contractor by reason of this

Contract. The payment of a claim under this Section shall not relieve Contractor or Contractor’s surety from any obligation with respect to any unpaid claims. ORS 279B.220.

27. Payment for Medical Care Contractor agrees to make payment promptly, as due, to any person, co-partnership, association or corporation furnishing medical, surgical, hospital or other needed medical care to Contractor’s employees. Such payment shall be made from all sums which Contractor has agreed to pay for such services and from all sums which Contractor has collected or deducted from the wage of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such services.

All subject employers working under this contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. [2003 c.794 §76c] .

INDEPENDENT CONTRACTOR

28. Independent Contractor / Responsibility for Taxes and Withholding

a. Any service or provision of Goods by Contractor under this Contract are those of an independent contractor. Contractor certifies status as independent contractor in satisfaction of Oregon law, including ORS 670.600, and shall perform all required Work as an independent contractor. EWEB holds the right (i) to determine the delivery schedule for the Work to be performed and (ii) to evaluate the quality of the completed performance, but EWEB cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

b. The parties covenant that Contractor, its subcontractors, Agents, Officers and Representatives do not qualify as officers, employees, or agents of EWEB as those terms are used in ORS 30.265 nor shall they seek such qualification relating to performance of the Work.

c. Contractor agrees it is responsible for all federal and state taxes or other payments or withholdings applicable to compensation or payments paid to Consultant under this Contract and shall hold EWEB harmless from such financial exposures.

ADMINISTRATION OF CONTRACT AND RECORDS

29. Access to Records Contractor shall maintain fiscal records and all other records pertinent to this Contract. Records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken in the provision of the products required herein. All such records shall be retained and kept accessible for at least three years following final payment. EWEB’s authorized representatives shall have the right to direct access to documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. EWEB shall reimburse Contractor for Contractor’s cost of preparing copies.

30. Intellectual Property Upon receipt of full payment for the Transformer and conditioned upon EWEB not defaulting on its obligations under this Agreement, Contractor hereby grants to EWEB a perpetual, royalty-free license to use the Intellectual Property Rights of Contractor which are incorporated in the transformer. Such license is limited solely to the use of the Transformer by EWEB for the purposes and at the location described in Contractor’s Proposal. EWEB may only transfer this license to a third party upon first providing Contractor with a written acknowledgment by such transferee of Contractor’s ownership of its Intellectual Property Rights contained in the Transformer.

31. Publicity Any publicity giving reference to this solicitation, whether in the form of press releases, brochures, photographic coverage, or verbal announcement, shall be done only after prior approval of EWEB.

The use of media that is intended to identify Contractor as “EWEB” or “EWEB Contractor”, including but not limited to vehicle magnets, decals, clothing, and other signage, is strictly prohibited unless previously authorized by EWEB. If authorized, Contractor is required to keep all such media in a secure location to deter theft.

32. Survival Termination or expiration of this Contract does not extinguish or prejudice EWEB’s right to enforce the access to records, indemnification, governing law, and remedies provisions contained within this Contact, its attachments, exhibits, and any and all subsequent Addenda or amendments.

33. Subcontracts and Assignment Contractor shall not subcontract any of the Work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of EWEB. No such written approval shall relieve Contractor of any obligations under this Contract, and any transferee or subcontractor shall be considered the agent of Contractor. Contractor shall remain liable to EWEB under the Contract as if no such transfer or subcontract had occurred.

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

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

36. 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.

Contractor shall maintain in effect all licenses, permits and certifications required for the performance of the Work. Contractor shall notify EWEB immediately if any license, permit, or certification required for performance of this Contract ceases to be in effect for any reason.

37. Governing Law The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and ordinances of Lane County, Oregon. Any legal action involving any question arising under this Contract must be brought in Lane County, Oregon. If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the District of Oregon.

REGULATORY COMPLIANCE

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

39. Waiver Waiver of any default under this Contract by EWEB shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

40. Uniform Commercial Code (UCC) Except as otherwise provided herein, the Uniform Commercial Code (UCC), as adopted in Oregon shall apply to this Contract.

41. Taxes EWEB is a tax-exempt municipal corporation. TIN #93-6001483; Tax exempt #93-880393K.

42. Foreign Contractor If the Contract includes services and the amount of those services exceeds $10,000 and if Contractor is not domiciled in or registered to do business in the state of Oregon, Contractor shall promptly provide the Oregon Department of Revenue all information required by that Department relative to this Contract. EWEB may withhold final payment under this Contract until Contractor has met this requirement.

43. Reserved

CONTACT INFORMATION

44. Contractor Contacts Contractor shall designate all key persons responsible for Contractor's Work under this Contract. Contractor shall provide EWEB the names, addresses and telephone numbers of such persons and shall keep this information current at all times. The primary representative shall be thoroughly familiar with the terms of the Contract and shall have the technical knowledge to perform the Work.

Account Representative: Name, Cell Phone, Email Day to Day Contact (if different than above): Name, Cell Phone, Email Accounts Receivable Contact: Name, Phone, Email

45. EWEB Contacts Following are EWEB's contacts for this Contract:

Contract Administrator: Name, Phone Number, Email Accounts Payable: accountspayable@eweb.org Purchasing Contact: Sandra Hahn, 541-685-7163, sandra.hahn@eweb.org

46. Notices Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, email, U.S. Postal Service, or commercial delivery service to Contractor or EWEB at the address or email set forth on the signature page of this Contract, or to such other addresses or emails as either party may hereafter indicate pursuant to this Section. Any communication or notice so addressed and mailed, other than email, shall be deemed to be given five (5) days after mailing. Any communication or notice delivered by email shall be deemed to be given within one (1) hour after being sent/transmitted. Any communication or notice by personal delivery shall be deemed to be given when actually delivered.

CONTRACT ACKNOWLEDGEMENTS AND EXECUTION

47. Contract Documents This Contract consists of the following documents, hereby incorporated by reference, which are listed in descending order of precedence: this Contract less all attachments and exhibits, Attachment A-Schedule of Goods, Attachment B - Material Specifications, Attachment C - Warranty, Attachment D – Contractor Information, Attachment E - General O&M Manual.

This Contract and the attached attachments and exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

48. Purchase Orders If any purchase order submitted by EWEB contains, conflicts with, or invokes terms or conditions other than this Contract or the Terms and Conditions agreed to between Contractor and EWEB, the Contract terms will supersede the purchase order terms and the Contractor may, without penalty, request a revised purchase order or, if the term cannot be removed from the PO due to the software, EWEB will issue a new purchase order with corrected language.

49. Assurances:

· The undersigned represents and warrants to EWEB that they have the power and authority to enter into and perform this Contract and that this Contract, when executed by EWEB, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms.

· By signing this Contract, Contractor agrees that, in the event of a conflict, all the terms and conditions of this Contract supersedes all preprinted terms and conditions on any forms used by the Contractor.

· Contractor, by signing this Contract, represents and warrants that Contractor’s performance under this Contract creates no potential or actual conflict of interest, including but not limited to conflicts of interest as defined in ORS 244.020. Contractor further warrants that no state or federal law or EWEB Rule prevents Contractor's lawful performance of the Contract. If Contractor is currently performing Work for EWEB or another governmental entity, Contractor’s participation in other public contracts does not create a potential or actual conflict of interest in performance of this Contract.

· Contractor shall, at all times during the term of this Contract, be duly licensed to perform the Work, and if there is no licensing requirement for the profession or Work, be duly qualified and professionally competent.

· Contractor understands that the Owner is an Equal Employment Opportunity and Affirmative Action employer and requires Contractors and their sub-Contractors to follow EEO/AA practices in their performance of a Contract with EWEB.

50. CONTRACT EXECUTION

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR:

Company Name

Company Address

Person Signing Contract (Please print or type Name)

Signature:

CONTRACTOR’S PROJECT LEAD FOR THIS CONTRACT:

Name Email Phone

EXECUTION EWEB:

Contract Administrator - Name Date

Manager - Name Date

Purchasing Supervisor - Name Date of Execution

Attachment A to Exhibit #1 Sample Contract

ATTACHMENT A SCHEDULE OF GOODS

a. Project Title: 33 MVA Transformers for EWEB Substations

b. EWEB Project Manager:

c. Name of Manufacturer:

d. Location of Factory: [City/Country] [Address]

e. Location of Service Providers:

[Name of Provider] [Address]

f. EWEB Delivery Site Goods shall be delivered to EWEB’s Coburg Road Substation in Eugene, OR. unless otherwise directed to an alternate site in Eugene.

g. Lead Time / Guaranteed Delivery Initial four transformers will be delivered to EWEB destination no later than December 31, 2027. Remaining units will be scheduled for delivery at a later date within the term allowed by the Contract.

h. Background / Objectives Eugene Water & Electric Board (EWEB) requires eight (8) 33MVA, 117.875 kV-12.47 kV power transformers for future work. Transformers are expected to be stored at Coburg Substation until needed for their respective projects. EWEB is responsible for transporting transformers from the storage location to the final project locations. Two of the units are to be kept in EWEB storage for emergent work needs.

The Contractor will construct and provide the required transformers and provide a 60-month warranty (to begin at Final Acceptance of each transformer) at minimum in accordance with the specifications. No prototype components shall be used. The transformers shall be the same approved “final” design. Contractor is responsible for shipping and handling of units to Coburg Substation, offloading units onto the transformer storage pads, assembly, and field testing of the transformers on the transformer storage pads.

i. Coordination Contract activity coordination shall be through EWEB Engineering, including drawing submittal and review, shipping scheduling, submittals during manufacture, witness testing scheduling, and shipping coordination. Contractor will be given the name and phone number of the Engineering contact person at the time of the award of the Contract.

EWEB Engineering shall be notified a minimum of 14 calendar days before the start of factory testing to allow time for EWEB Staff to arrange travel and attend portions for all this testing. EWEB Project Manager shall be notified a minimum of 14 calendar days before delivery day to allow time for coordination with EWEB Staff to be present for delivery.

j. Drawings

· Drawings are to be supplied 8 weeks after Order Acknowledgement. Specific drawing lead time will be confirmed at the time of order acknowledgement only.

· EWEB approval of drawings are required within 4 weeks from date of initial submittal unless otherwise agreed to in writing by…