Exhibit 1 Sample Contract w Standard T and Cs.doc

Rev Feb 2022

Contract for Goods

CARMEN-SMITH CAMPUS HOMES

Contract No. 22-199-G By and between

Eugene Water & Electric Board and

Contractor

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

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:

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.

b.

Contract Extension. This Agreement may be renewed for additional period(s), in accordance with EWEB Rule 3-0850, Contract Amendments, subject to agreement by the Parties prior to the expiration of the current term. The maximum term for this Agreement shall not exceed five (5) years.

2. Required Goods, Pricing, and Delivery Schedule.

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $_______________.

b. The required goods as defined in the Scope of Work of the solicitation, pricing detail, and delivery schedule are contained in attachment E - Statement of Work, attached and incorporated by reference into this Contract.

3. Specifications.

Contractor shall deliver all Goods specified in Section 2 above in accordance with this Section 3. Contractor’s failure to deliver Goods and Services 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 3 Specifications, 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 3 Specifications, 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 3 Specifications, 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 E.

4.

Reserved.

5.

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 on this Contract. These products will be available at pricing and discount consistent with current items available under the Contract.

EWEB reserves the right to remove any product that has demonstrated to be unsatisfactory under the Contract and purchase replacement product from alternative sources. Upon EWEB’s determination that a product under the Contract is unsatisfactory, EWEB will notify Contractor upon discovery and remove the product from 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 will also be responsible for all charges such as freight, storage, labor, etc., which accrue to any shipments of unauthorized substituted material. EWEB will not be responsible to pay for shipments of unauthorized product.

6.

Deficiencies.

If EWEB determines that any Goods are not acceptable and that any deficiencies are the responsibility of the Contractor, EWEB shall prepare a detailed written description of any deficiencies and an associated time frame for correction and deliver such notice to Contractor. Contractor shall correct any deficiencies at no cost to EWEB. If the identified deficiencies have not been corrected within the specified timeline, EWEB may: (i) terminate this Contract without payment or any further obligation or liability of any kind; or (ii) require Contractor to continue to correct the deficiencies, reserving this same right to terminate at any time

7.

Review & Approval.

a.

Goods provided by Contractor shall be reviewed by the EWEB Contract Administrator for compliance with the Specifications. The EWEB Contract Administrator shall review the Goods within ten (10) business days of receipt and shall promptly notify Contractor of their approval or rejection.

b.

If any Goods fail to conform to the Specifications, EWEB will, in its notification, specify the manner in which it fails to comply. Upon receipt of such written notice, Contractor will correct any such failures within five (5) business days from the date of receipt of EWEB’s notice or such date as EWEB shall specify in its notice, and shall redeliver the Goods to the EWEB Project Manager / Contract Administrator for re‑evaluation, all at no additional charge to EWEB.

Thereafter, if the Goods fail to conform as required, EWEB may allow Contractor an additional opportunity to correct the Goods, again at no additional charge to EWEB.

c.

When EWEB determines that Goods conform in accordance with the Specifications; then EWEB shall notify Contractor that Final Acceptance of the Goods have occurred 8.

Insurance

Contractor shall provide certificates of insurance as described below:

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. 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.

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 provide that insurer waives all rights to recover any payment made from 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 provide that insurer waives all rights to recover any payment made from 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 provide that insurer waives all rights to recover any payment made from EWEB, its' divisions, officers, and employees

e. 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.

f.

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 either Party fails to maintain insurance complying with the requirements reflected herein, in full force and effect, (i) the Party failing to maintain such insurance shall be responsible for any resulting losses or costs sustained by the other Party and shall hold the other Party harmless from actions brought against such Party as the result of the absence of the Party’s required insurance, and (ii) the other Party 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 other Party’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.

g.

Reserved h.

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.

10.

Contact Person.

Contractor shall designate one or more person(s) responsible for Contractor's work under this Contract. Contractor shall provide EWEB the names, addresses and telephone numbers of such person(s) and shall keep this information current at all times. The representative shall be thoroughly familiar with the terms of the Contract and shall have the technical knowledge to perform the work.

11.

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

12. 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.

13. Safety 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 applicable 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 law and the conditions and progress of the Work, all necessary safeguards for protection of workers and the public against any hazards created by the Work.

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

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

14. Reserved

15. Independent Contractor / Responsibility for Taxes and Withholding

a. Contractor certifies its status as an 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.

16. Sustainability.

EWEB requires suppliers to comply with the Sustainable Purchasing Policy and 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.

17. 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.

18. 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 - Standard Terms and Conditions, Attachment E - Statement of Work, and Exhibit #1 – Contractor’s Warranty.

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.

19. 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.

· 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.

20. 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

Telephone Number Fax Number

FEDERAL ID NUMBER

Email Address: ______________________________________________________________________

_______________________________________________________Title___________________________

Person Signing Contract (Please print or type Name)

Signature: _____________________________________________________________________________ Contractor to fill out MWESB Status below:

MWESB Status

EWEB encourages contracting with minority owned, woman owned, and emerging small businesses (MWESB). The State of Oregon offers a certification process. Indicate below if your business is a MWESB and if so, which categories have been state certified.

MWESB Certified? Yes _____ No _____. If yes, indicate which categories below:

Minority Owned _____ Woman Owned _____ Emerging Small Business _____ Veteran Owned _____

EXECUTION

EWEB:

Contract Administrator - Name Date Email Address: __________________________________________________________________________

Manager - Name Date

Purchasing Supervisor - Name Date

ATTACHMENT A

STANDARD TERMS & CONDITIONS FOR THE PURCHASE OF GOODS

A.1

DEFINITIONS:

“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.

“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 above shall have the meanings as set forth in EWEB Public Contracting Rules, Division 1 - Definitions.

A.2

HEADINGS:

The section headings in this Contract are included for convenience only; they do not give full notice of any portion of the terms of this Contract and are not relevant to the interpretation of any provision of this Contract.

If these Terms and Conditions are attached to a Request for Proposals (RFP) solicitation, then "ITB", whenever stated herein, shall mean "RFP".

A.3

STANDARD AND SPECIAL TERMS AND CONDITIONS; ORDER OF PRECEDENCE:

These printed Terms and Conditions are the Standard Terms and Conditions for EWEB contracts for the purchase of goods. EWEB may also provide "Special Terms and Conditions" elsewhere in the Contract which apply only to this Contract. Whenever possible, all terms and conditions are to be harmonized. In the event of a conflict between the standard and "special terms and conditions", the "special terms and conditions" take precedence, unless the standard term(s) in question is/are required by law. In the event of any other conflict, 1) the special terms and conditions, 2) these Standard Terms and Conditions, 3) the Invitation to Bid or Request for Proposal, and 4) the bid or response thereto shall be interpreted in the foregoing order of precedence. 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.

A.4

DELIVERY:

All deliveries shall be F.O.B. destination with all transportation and handling charges paid by Contractor, unless specified otherwise in the Contract. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and acceptance.

A.5

WARRANTIES:

Unless otherwise stated, all goods shall be free and clear of any liens or encumbrances and shall be new (and, if applicable, the current model) and shall carry full manufacturer warranties. Contractor warrants all goods delivered to be free from defects in labor, material and manufacture and to be in compliance with the specifications set out in this Contract. All implied and express warranty provisions of the UCC, as adopted in Oregon, are hereby incorporated by reference. Further, Contractor represents and warrants to EWEB that Contractor has the power and authority to enter into and perform this Contract and that this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms. The Contractor’s warranty is attached as Exhibit #1.

A.6

UCC:

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

A.7

INSPECTIONS:

Goods furnished under this Contract shall be subject to inspection and test by EWEB at delivery point unless otherwise stated in the Contract. If EWEB finds goods furnished to be incomplete or not in compliance with the Contract, EWEB, at its sole discretion, may either reject the goods, require Contractor to correct any defects without charge, or negotiate with Contractor to sell the goods to EWEB at a reduced price, whichever EWEB deems equitable under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by EWEB, EWEB may reject the goods and cancel the Contract in whole or in part. Nothing in this paragraph shall in any way affect or limit EWEB's rights as buyer under the UCC, including the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080.

A.8

CASH DISCOUNT:

If EWEB is entitled to a cash discount, the period of computation shall start on the date the entire order is delivered or the date the invoice is received, whichever is later. Cash discounts will not be considered for award purposes unless stated in the bid documents.

A.9

INVOICING AND PAYMENT.

Payment will be made after product successfully passes an inspection at the delivery location, and it is in full compliance with the specifications of the solicitation including manuals, data sheets, or any other required component. Payment for undisputed amounts will be made after receipt and acceptance. All items must be accepted and invoiced before payment will be made. EWEB will make payment to Contractor for all undisputed amounts in accordance with its regular payment terms: Net 30 days after acceptance of goods and receipt of a valid invoice.

A.10

SAFETY AND HEALTH REQUIREMENTS:

Contractor warrants goods and services 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.

A.11

MSDS.:

Contractor shall provide EWEB with a Material Safety Data Sheet (MSDS) as defined by the Occupational Safety and Health Administration (OSHA) for any goods provided under this Contract, which may release, or otherwise result in exposure to, a hazardous chemical under normal conditions of use. In addition, Contractor must label, tag or mark such goods.

A.12

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.

A.13

PAYMENT FOR MEDICAL CARE:

Contractor agrees to make payment promptly, as due, to any person, copartnership, 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]

A.14

RECYCLABLE PRODUCTS:

Contractor shall use recycled and recyclable products to the maximum extent economically feasible in the performance of the Contract work set forth in this document. Contractor shall specify the minimum percentage of recycled product in the goods provided under this Contract. Contractor agrees to abide by all covenants contained in ORS 279B.270, which is incorporated by reference.

A.15

TIME IS OF THE ESSENCE:

Time is of the essence in the performance of this Contract. If product(s) is not received within the time period(s) specified in the solicitation document and as agreed upon in the bidder’s offer, EWEB reserves the right to either extend the delivery date, or cancel the Contract and purchase the goods from another supplier and charge the difference in cost to the Contractor, as allowed by the UCC, whichever is in the public’s best interest as determined by EWEB.

Should it become necessary for EWEB to purchase product from another supplier to meet its required deadlines, purchase shall be for the same product or an equivalent.

A.16

DAMAGES:

Contractor shall deliver within the time indicated in Contractor’s bid or as required by the ITB, whichever date is earlier. Should Contractor fail to meet the agreed-upon delivery schedule, thereby making it necessary for EWEB to purchase urgently-needed items from another source, Contractor shall pay the difference between the accepted bid price and the purchase price

Should it become necessary for EWEB to purchase product from another supplier to meet its required deadlines, purchase shall be for the same product or an equivalent.

A.17

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, 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 Party 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 its obligations under this Contract.

In the event of any such delay, the required date of shipment 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 upon written notice after reasonably determining that such delay or default will likely prevent successful performance of this Contract.

A.18

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.

A.19

EARLY TERMINATION:

This Contract may be terminated as follows:

a.

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

b.

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

c.

Either EWEB or Contractor may terminate this Contract in the event of a breach of the Contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

d.

Notwithstanding paragraph c., EWEB may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation or non-renewal of any license, permit or certificate that Contractor must hold to provide services under this Contract.

A.20

PAYMENT ON EARLY TERMINATION:

Upon termination pursuant to paragraph A.20, payment shall be made as follows:

a.

If terminated under A.19a or A.19b for the convenience of EWEB, EWEB shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. EWEB shall not be liable for direct, indirect, special, or consequential damages. Termination shall not result in a waiver of any other claim EWEB may have against Contractor.

b.

If terminated under A.19c by EWEB due to a breach by the Contractor, then EWEB shall pay the Contractor for work performed prior to the termination date provided such work was performed in accordance with the Contract less any setoff to which EWEB is entitled.

c.

If terminated under A.19d by the Contractor due to a breach by EWEB, then EWEB shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract.

A.21

REMEDIES:

In the event of breach of this Contract the parties shall have the following remedies:

a.

In addition to the remedies in paragraphs A.20 and A.21 for a breach by the Contractor, EWEB also shall be entitled to any other equitable and legal remedies that are available.

b.

If EWEB breaches this Contract, Contractor’s remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

A.22

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.

A.23

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.

A.24

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.

A.25

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.

A.26

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.

A.27

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.

A.28

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.

A.29

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.

A.30

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.

A.31

INDEPENDENT CONTRACTOR:

Any service or services to be rendered by Contractor under this Contract are those of an independent contractor. Contractor, its Subcontractors, Agents, Officers or Representatives are not officers, employee, or agents of EWEB as those terms are used in ORS 30.265. Contractor is responsible for all federal and state taxes or other payments or withholdings applicable to compensation or payments paid to Contractor under this Contract.

A.32

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.

A.33

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.).

A.34

NON-APPROPRIATION CLAUSE:

If payment for products purchased under this Contract extends into EWEB’s next fiscal year, EWEB’s obligation to pay for such products is subject to approval of future appropriations to fund this Contract by the EWEB Board of Commissioners. If such future appropriations are not approved, EWEB shall terminate the contract and pay Contractor for all goods previously received (but not yet paid for).

A.35

TAXES:

EWEB is a tax-exempt municipal corporation.

TIN #93-6001483; Tax exempt #93-880393K.

A.36

COOPERATIVE PURCHASING:

Other public agencies may utilize the results of this solicitation in accordance with ORS 279A.215 and Rule

2-0210. If utilized, EWEB assumes no liability or responsibilities for the actions of the utilizing parties, or as may pertain to the resulting contract established by and between the utilizing agency and the Contractor. The utilizing agency and the Contractor assume full responsibility for any and all agreements established between the parties.

A.37

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.

Contract # 22-199-G

Carmen-Smith Campus Home(s) Rev. 6-13-22