EXHIBIT 6 GSD SMALL WORKS Contract _SAMPLE.pdf

Exhibit 6

GLADSTONE SCHOOL DISTRICT

SMALL CONSTRUCTION PROJECTS CONTRACT

This Contract is between Gladstone SCHOOL DISTRICT (Owner) and <<Enter Vendor>> (Contractor).

Purpose: Gladstone School District <<Enter Project>>.

The parties agree as follows:

Date of Commencement and Substantial Completion. The date of commencement of the Work shall be <<Enter Date>>.

The Contract Time shall be measured from the date of commencement. The Contractor shall achieve Substantial Completion of the entire Work not later than <<Enter Date>>.

Contractor’s Agreement to Provide Services. Contractor agrees to provide Owner the Services described in Exhibit 1.

Statement of Work. Contractor shall perform the work described in Exhibit 1.

Payment for Work. The Owner agrees to pay Contractor in accordance with Exhibit 1 and this Contract.

Contract Documents. The Contract Documents consist of the following documents, which are listed in descending order of precedence: this Contract; exhibits to this Contract, including Exhibit 1 (Statement of Work, Compensation, Payment and Renewal Terms); Exhibit 2 (Insurance Requirements); Exhibit 3 (Certification Statement for Corporation or Independent Contractor); Exhibit 4 (Workers’ Compensation Exemption Certificate, applicable only if Contractor is claiming to be exempt from payment); Exhibit 5 (Hazardous Materials Requirements), Exhibit 6 Contractor proposal.

A conflict in the Contract Documents shall be resolved in the priority listed above, with this Contract taking precedence over all other documents. The Contract Documents are the entire contract between the parties and shall supersede any prior representation, written or oral.

STANDARD TERMS AND CONDITIONS

1. Time is of the Essence. Time is of the essence in the performance of this Contract.

2. Subcontracts. 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 the Owner, which may not be withheld without cause. In addition to any other provisions the Owner may require, Contractor shall require of any permitted Subcontractor under this Contract, that the Subcontractor be bound by all the same terms and conditions of this a Contract. Such subcontracts are solely between the Contractor and the Subcontractor and shall not have any binding effect on the Owner. However, the Contractor may not invoice the Owner for more than a 10% markup of the Subcontractor’s goods or services, nor may the Contractor invoice the Owner for any markups of the Subcontractor’s hard costs (e.g. mileage, supplies, background check fees).

3. Assignment. This Contract is not assignable by the Contractor, either whole or in part, unless Contractor has obtained the prior written consent of the Owner.

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

5. Independent Contractor Status. Contractor shall certify status in accordance with Exhibit 3.

6. No Third-Party Beneficiaries. The Owner 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 in this Contract and expressly described as intended beneficiaries of this Contract.

7. 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.

8. Nonperformance. In the event of nonperformance under this Contract, the Owner, after seven (7) days' written notice, shall have the right to obtain from other sources such services as may be required to accomplish the work not performed, and it is agreed that the difference in cost, if any, for said work or goods shall be borne by the Contractor. For purposes of this section, nonperformance shall be defined as failure to appear and perform work as specified and scheduled.

9. Escalation. Any price or cost adjustments shall be submitted by the Contractor prior to the time in which such changes are to become effective and work is performed. The Owner reserves the right to reject any modifications of the Contract unacceptable to the Owner.

10. Early Termination. This Contract may be terminated as follows:

a. Termination by Mutual Agreement: The Owner and Contractor, by mutual written agreement, may terminate this Contract at any time.

b. Termination for Convenience: The Owner, in its sole discretion, may terminate this Contract for any reason on 30 days' written notice to Contractor.

c. Termination for Breach: Either the Owner 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. Termination for Failure to Maintain Qualifications: Notwithstanding paragraph 10(c), the Owner 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.

e. Payment on Early Termination: Upon termination pursuant to paragraph 10, payment shall be made as follows:

i. If terminated under 10(a) or 10(b) for the convenience of the Owner, the Owner shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. The Owner shall not be liable for direct, indirect, or consequential damages. Termination shall not result in a waiver of any other claim the Owner may have against Contractor.

ii. If terminated under 10(c) by the Contractor due to a breach by the Owner, then the Owner shall pay the

Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract.

iii. If terminated under 10(c) or 10(d) by the Owner due to a breach by the Contractor, then the Owner 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 the Owner is entitled.

11. Payment of Invoices. Unless otherwise provided in Exhibit 1, the payment period shall be one calendar month. Payments are due and payable thirty (30) days from receipt of Contractor's complete invoice or fifteen (15) days after payment is approved by the Owner, whichever is earlier. The Owner may withhold 5% of each payment as retainage pursuant to ORS 279C.570.

12. Changes in the Work. The Owner reserves the right to adjust the scope of the work by written Change Order if required by unforeseen circumstances or changes in the budget. No Change Order will be effective unless approved in writing by the Owner and signed by Contractor. Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and the construction schedule.

13. Inspection and Acceptance of Work. Owner shall inspect Contractor’s work and advise Contractor of any deficiencies, or if there are none, that the work has been accepted. Contractor shall perform all additional work necessary to correct any deficiencies without undue delay and without additional cost to Owner.

14. Right to Withhold Payments. Owner shall have the right to withhold from payments due Contractor such sums as necessary, in Owner’s sole opinion, to protect Owner against any loss, damage, or claim which may result from Contractor's performance or failure to perform under this Contract or the failure of Contractor to make proper payment to any suppliers or subcontractors.

If a liquidated damages provision is contained in the Scope of Work and if Contractor has violated that provision, Owner shall have the right to withhold from payments due Contractor such sums as are required to satisfy Owner’s claims under that provision.

15. Knowledge of Site Conditions. The Contractor shall, as a condition precedent to commencement of the Work, (a) become familiar with the Project site and review all analyses, studies, and test data available to the Contractor concerning the conditions of the Project site, (b) inspect the location of the Work and satisfy itself as to the condition thereof, including all structural, surfaces and observed subsurface conditions, and (c) determine (i) that the Contract Sum is just and reasonable compensation for all the Work, including all foreseen and foreseeable construction risks, hazards, and difficulties in connection therewith,

(ii) that the Contract Time is adequate for the performance of the Work, and (iii) that the Work shall not result in any lateral or vertical movement of any adjacent structure. The Contractor will notify the Owner in writing in advance of commencement of the Work if it determines that it cannot satisfy these conditions.

The Contractor shall exercise special care in executing subsurface work in proximity of known subsurface utilities, improvements, and easements.

16. Owner's Right to Stop the Work.

a. If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents or fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated.

b. If suspension of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, the Owner may suspend the Work by giving written notice to the Contractor. In such event, the Contract Time shall be adjusted accordingly, and the Contract Sum shall be adjusted to the extent, if any, that additional costs are incurred by reason of such suspension.

c. Notwithstanding any other provision, the Owner's authorized representative may, in his or her complete discretion, stop all of the Work, or any portion of the Work, if the Work creates a safety hazard or if a life/safety threat exists to the facility or its occupants. Any cost to correct deficiencies in the Contractor's Work will be borne solely by the Contractor.

17. Performance of the Work. The Contractor shall supervise, coordinate, and perform the Work in accordance with the Contract

Documents in a professional, safe, and workmanlike manner and in accordance with all laws, codes, and professional standards applicable to the industries and trades involved, including without limitation, compliance with all applicable federal, state, and local building codes, the Owner's construction and life safety policies and procedures, certification requirements applicable to the Work, and other policies or standards incorporated or referenced in the Contract Documents. Unless otherwise noted or directed, the Contractor will perform all Work in accordance with product manufacturers' recommendations or directions for best results. No preparatory step or installation procedure may be omitted unless specifically authorized by the Contract Documents or at the direction of the Architect or the Owner's Representative. Conflicts between manufacturers' directions shall be resolved by the Architect.

18. Remedies. In the event of breach of this Contract, the parties shall have the following remedies:

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

b. In addition to the remedies in paragraphs 10 and 14 for a breach by the Contractor, the Owner shall also be entitled to any other equitable and legal remedies that are available.

c. If the Owner breaches this Contract, Contractor’s remedy shall be limited to termination of the Contract and receipt of Contract payments for which the Contractor has completed the Work.

19. Claims.

a. Time Limits on Claims: Claims by either party must be made within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be made in writing to the Architect and the other party, and must identify the known bases for each Claim and the nature and amount of the relief sought.

b. Continuing Contract Performance: Pending final resolution of a Claim except as otherwise agreed in writing, the

Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents.

c. Claims for Additional Costs: If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property. In an emergency affecting the safety of persons or property, the Contractor shall act to prevent threatened damage, injury, or loss and shall immediately notify the Owner.

d. Claims for Additional Time: If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of the cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary.

e. Injury or Damage to Person or Property: If any person suffers physical injury or property damage arising from the Work regardless of the cause, notice of such injury or damage, whether or not insured, shall be given immediately to the Owner's authorized representative and the Contractor's authorized representative. The notice shall provide sufficient detail to enable the Owner and any other party affected to investigate the matter.

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

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

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

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

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

e. ORS 279C.515 (Failure to Pay Promptly): If Contractor fails, neglects, or refuses to make prompt payment of any Claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with this Contract as such Claim becomes due, the Owner may pay such Claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Contractor by reason of this Contract. The payment of a Claim in the manner authorized in this section shall not relieve the Contractor or the Contractor's surety from any obligation with respect to any unpaid Claims.

Unless the payment is subject to a good-faith dispute as defined in ORS 279C.580, if Contractor or any first-tier

Subcontractor fails to pay any Claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580(4). A person with any such unpaid Claim may file a complaint with the Construction Contractor's Board unless the complaint is subject to a good-faith dispute as defined in ORS 279C.580.

f. ORS 279C.520 and 279C.540 (Hours of Labor, Holidays, and Overtime): Except as otherwise provided in an applicable collective bargaining agreement with a labor organization, Contractor shall not employ and shall require that its Subcontractors not employ any person to perform construction work for more than ten hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of Contracts for personal services as defined in ORS 279C.100, the laborer shall be paid at least time and a half pay:

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

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

iii. For work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279C.540(1)(b).

The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week shall not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. Section 201 to 209 from receiving overtime. Contractor shall and shall require its Subcontractors to give notice in writing to their employees who work under this Contract, either at the time of hire or before commencement of Work on the Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

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

i. Federal Agencies: Department of Agriculture, Forest Service, Soil and Water Conservation Service, Coast

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

ii. State Agencies: Department of Administrative Services, Department of Agriculture, Soil and Water

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

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

iv. Tribal Governments.

h. ORS 279C.530 (Payment for Medical Care and Workers' Compensation): Contractor shall promptly, as due, make payments to any person, copartnership, association, or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for such service.

All employers, including the Contractor, that employ subject workers who work under this Contract in the State of

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

i. ORS 279C.545 (Time Limitations on Claims for Overtime): Construction workers employed by the Contractor or its

Subcontractor shall be foreclosed from the right to collect for any overtime under this Contract unless a claim for payment is filed with the Contractor or Subcontractor within 90 days from the completion of the Contract, providing the Contractor or Subcontractor has:

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

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

j. ORS 279C.580(3) (Prompt Payment of First-Tier Subcontractors): Contractor shall include in each subcontract for property or services with a first-tier Subcontractor a clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within ten days out of such amounts as are paid to the Contractor by the Owner. Contractor shall also include in each subcontract a clause that states that if the Contractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by Owner, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the ten-day period that payment is due under ORS 279C.580(3). Contractor shall require each first-tier Subcontractor to include a payment clause and interest clause conforming to the requirements of ORS 279C.580 in each of its subcontracts, and to require each of its Subcontractors to include a similar clause in each contract with a lower-tiered subcontractor or supplier. Contractor shall provide each first-tier Subcontractor with a standard form which the first-tier Subcontractor may use as an application for payment, and Contractor shall continue to use said form and regular administrative procedures for processing payments for the entire term of the subcontract unless it notifies the first-tier Subcontractor of a prospective change, in writing, at least 45 days before the date on which the contractor makes the change; and incudes with the written notice a copy of the new or changed form or description of the new or changed procedure.

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

l. ORS 279C.800 to 279C.875 (Payment of Prevailing Wage Required):

i. The hourly rate of wage to be paid by Contractor or any Subcontractor to workers in each trade or occupation required for the public works employed in the performance of this Contract shall not be less than the specified minimum rate of wage in accordance with ORS 279C.838 and ORS 279C.840.

ii. The latest prevailing wage rates for public works contracts in Oregon are contained in the following publications: The Prevailing Wage Rates for Public Works Projects in Oregon dated <<Enter Date>> the PWR Apprenticeship Rates, and any amendments to the PWR rates of Apprenticeship rates since the most current publication of those rates. Such publications can be reviewed electronically at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx and are hereby incorporated as part of the Contract Documents.

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

iv. The Owner shall pay a fee to the Commissioner of the Oregon Bureau of Labor and Industries as provided in

ORS 279C.825. The fee shall be paid to the Commissioner under the administrative rule of the Commissioner.

v. If Contractor or any Subcontractor also provides for or contributes to a health and welfare plan or a pension plan, or both, for its employees on the Project, it shall post notice describing such plans in a conspicuous and accessible place in or about the Project. The notice shall contain information on how and where to make claims and where to obtain future information.

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

i. File a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the Project, unless exempt under ORS 279C.836(4), (7), (8), or (9); and

ii. Include in every subcontract a provision requiring the Subcontractor to file a public works bond with the

Construction Contractors Board pursuant to ORS 279C.836 before starting work on the Project, unless exempt under ORS 279C.836(4), (7), (8), or (9).

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

i. Contractor and every Subcontractor shall file certified statements with Owner in writing in the form prescribed by the Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage paid each worker whom Contractor or Subcontractor has employed upon such public work, and further certifying that no worker employed upon such public work has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in the Contract, which certificate and statement shall be verified by the oath of Contractor or Contractor's surety or Subcontractor or Subcontractor's surety that Contractor and any Subcontractor has read such statement and certificate and knows the contents thereof, and that the same is true to Contractor or Subcontractor's knowledge. The certified statements shall set out accurately and completely the payroll records for the prior week including the name and address of each worker, the worker's correct classification, rate of pay, daily and weekly number of hours worked, deductions made, and actual wages paid.

ii. The certified statement shall be delivered or mailed by Contractor or Subcontractor to Owner. Certified statements for each week during which the Contractor or Subcontractor employs a worker upon the public work shall be submitted once a month, by the fifth business day of the following month. Information submitted on certified statements may be used only to ensure compliance with the provisions of ORS 279C.800 to 279C.870. Notwithstanding any other provision of this Contract and in addition to any other retainage required under this Contract, the Owner shall retain 25% of any amount earned by the Contractor until the Contractor has filed the certified statements with the Owner as required by this Section. The Owner will pay the retainage required under this Section within 14 days after the Contractor files the certified statements required by this Section.

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

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

p. Applicable Federal Statutes: Contractor shall comply with the provisions of the Immigration Reform and Control Act of

1986 regarding the verification of employment eligibility. In addition, Contractor expressly agrees to comply with the following: Workers' Compensation Laws (ORS Chapter 656); Wages, Hours and Records Laws (ORS Chapter 652);

Conditions of Employment Laws (ORS Chapter 653); Safety and Health Regulations (ORS Chapter 654); and Unemployment Insurance (ORS Chapter 657); all regulations and administrative rules established pursuant to the forgoing laws; and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations, including without limitation (a) Titles VI and VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (c) the Americans with Disabilities Act of 1990, as amended; (d) the Health Insurance Portability and Accountability Act of 1996; (e) the Age Discrimination in Employment Act of 1967, as amended and the Age Discrimination Act of 1975, as amended; (f) Discrimination against disabled persons (ORS) 659A.142), (g) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92.255) as amended, relating to nondiscrimination on the basis of drug abuse; (h) the Comprehensive Alcohol and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L.

91.6160) as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (i) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd.3 and 290 ee-34), as amended, relating to confidentiality of alcohol and drug abuse patient records; (j) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; (k) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and (l) the requirements of any other nondiscrimination statute(s) which may apply to the application. Contractor shall comply with the provisions of the Hatch Act (5 U.S. 1501-1508 and 7234-7328) which limit the political activities of employees whose principal employment activities are funded in whole or part with federal funds.

21. Quality of Goods and Services. Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of the highest quality. All workers and subcontractors shall be skilled in their trade. Contractor guarantees all work against defects in material or workmanship for a period of one (1) year from the date of acceptance or final payment from Owner, whichever is later. Contractor shall assign all manufacturers' warranties to Owner and all guarantees and warranties of goods supplied under this Contract shall be deemed to run to the benefit of Owner. Contractor shall provide Owner with all manufacturers' warranty documentation and operations and maintenance manuals.

22. Errors. The Contractor shall perform such additional work as may be necessary to correct errors in the Work required under this Contract without undue delays and without additional cost.

23. Access to Records. The Contractor agrees that the Owner and its authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific Contract for the purpose of making audit, examination, excerpts, and transcripts.

Contractor shall maintain all fiscal records directly relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that the Owner’s duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of three (3) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever date is later.

24. Ownership of Work. All work products created by the Contractor as part of Contractor’s performance of this Contract, including background data, documentation, and staff work that is preliminary to final reports, shall be the exclusive property of the Owner.

If any such work products contain intellectual property of the Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants the Owner a perpetual, royalty-free, fully paid-up, non-exclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, re-use, in whole or in part, and to authorize others to do so, all such work products. The Owner shall have no rights in any pre-existing work product of Contractor provided to the Owner by Contractor in the performance of this Contract except to copy, use, and re-use any such work product for Owner use only. If this Contract is terminated by either party or by default, the Owner, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver such partially completed work products, reports, or other documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract.

25. When Work Is Performed on Owner Property (Including Schools) Contractor Shall Comply With the Following:

a. Identification. Contractor performing works on Owner property or for Owner shall be in full uniform at all times. Uniforms shall include shirt with company identification attached. In addition, all such persons shall carry photo identification and will present such to anyone on request. If such identification cannot be produced by Contractor, or is not acceptable to Owner, Owner may provide at its sole discretion, such identification tags to Contractor. Contractor shall bear the entire cost of producing and assigning such identification. Contractors that do not have specific uniforms for employees shall provide identification tags as described above, and/or any other mechanism the Owner in its sole discretion determines is required to easily identify Contractors.

b. Sign-in Required. As required by schools and other Owner locations, each day of work Contractor’s employees shall sign into the Main Office to receive an in-school identification/visitors tag to be displayed on the person at all times they are in the school or other location.

c. No Smoking. Smoking or other use of tobacco is prohibited on Owner property.

d No Drugs. Owner property sites are designated drug-free zones enforced by the Portland Police Bureau.

e. No Weapons or Firearms. Except as provided by Oregon statutes and Owner policy, weapons and firearms are prohibited on Owner property.

26. When Work Is Performed in or on School Sites, Contractor Shall Comply With the Following:

a. No Unsupervised Contact With Students: "Unsupervised contact with students" means contact with students that provides the person with opportunity and probability for personal communication or touch when not under direct supervision. The Contractor will ensure that the Contractor, any Subcontractors, and their officers, agents, and employees will have no direct, unsupervised contact with students while on the Owner's property. The Contractor will work with the Owner to ensure compliance with this requirement. If the Contractor is unable to ensure through a security plan that none of its officers, agents, or employees will have direct, unsupervised contact with students in a particular circumstance or circumstances, the Contractor shall so notify the Owner prior to beginning any Work that could result in such contact. The Contractor authorizes the Owner to obtain information about the Contractor and its history and to conduct a criminal background check, including fingerprinting, of any officer, agent, or employee of the Contractor who will have unsupervised contact with students. The Contractor also agrees to cause the Contractor's employees and/or Subcontractors, if any, to authorize the Owner to conduct such background checks. The Contractor shall pay all fees assessed by Oregon Department of Education and the Owner for processing the background check.

The Owner may deduct the cost of such fees from a progress or final payment to the Contractor under this Contract, unless the Contractor elects to pay such fees directly.

b. Confidentiality: The Contractor will not disclose any information or records regarding students or their families that the

Contractor may learn or obtain in the course and scope of the Contractor's performance of this Contract.

c. Child Abuse and Sexual Conduct ReportAct: The Contractor shall comply with the child abuse reporting law

(ORS 419B.005 through 419B.055) and Oregon’s sexual conduct law (ORS 339.370 to 339.400) and shall immediately report to the proper state or law enforcement agency circumstances supporting reasonable cause to believe that any child has been abused or has been the subject of sexual conduct. The Contractor shall report to the principal or designated school authority the circumstances supporting reasonable cause to believe that any child has been abused or been the subject of sexual conduct. If there are reports or allegations of sexual conduct or abuse involving one of Contractor’s employees, Contractor agrees to immediately remove that employee from providing services to the District.

Contractor will follow District’s requests for removal of such employees following a report or allegation. Contractor will cooperate in any investigation being conducted by District, law enforcement, DHS, ODE and/or TSPC. Contractor has received information regarding abuse and sexual conduct and District will provide current information to Contractor on an annual basis.

27. Warranty.

a. The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect or the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

b. If, after 10 days' notice, the Contractor fails to proceed to cure any breach of this warranty, the Owner may have the defects corrected and the Contractor and its surety shall be liable for all expense incurred. In case of an emergency where, in the opinion of the Owner or the Architect, delay would cause serious loss or damage, corrective work may be undertaken without advance notice to the Contractor, but the Contractor and its surety shall remain liable for all expenses incurred. The remedies stated in this subparagraph are not exclusive, but are cumulative of any other remedies the Owner may have.

c. The Contractor shall assign to the Owner, and shall deliver to the Owner, all manufacturers' warranties not later than the date of final acceptance of the Work by the Owner.

28. Employees of Contractor. At the direction of the Owner, Contractor will immediately remove any employee of Contractor from all Owner premises where the Owner determines, in its sole discretion; removal of such employee would be in the best interests of the Owner.

29. Security. Any disclosure or removal of any matter and/or property not in conjunction with the specifications on the part of the

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

30. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, their employees, agents, volunteers, board members and officers, the Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, demands, judgment, and expenses, including but not limited to attorney fees, arising out of or resulting from performance of the Work, Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 30.

31. Insurance. Prior to beginning the Work, the Contractor shall provide insurance in accordance with Exhibit 2.

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

33. Arbitration.

a. Any Claim arising out of or related to the Contract, except those waived as provided for in subparagraph 19, shall, after decision by the Architect or 30 days after submission of the Claim to the Architect, be subject to arbitration. At any time, party(ies) may endeavor to resolve disputes by mediation.

b. Claims shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the rules of Arbitration Service of Portland, Inc. The demand for arbitration shall be filed in writing with the other party to the Contract and with the Arbitration Service of Portland, Inc., and a copy shall be filed with the Architect. Exclusive venue for arbitration shall be in Portland, Oregon.

c. A demand for arbitration shall be made within a reasonable time after the Claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations.

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

35. 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.

36. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this 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.

37. Anti-discrimination Clause. Contractor must comply with all applicable requirements of federal and state civil rights law and rehabilitation statutes and shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, or political affiliation in programs, activities, services, benefits, or employment.

38. Attorney Fees. If a suit or action is filed to enforce any of the terms of this Contract, including a request for arbitration under subparagraph 33 of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum which a court, including any appellate court, or arbitrator may adjudge reasonable as attorney fees. In the event the prevailing party is represented by “in-house” counsel, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based on the reasonable time incurred and the attorney fee rates and charges reasonably and generally accepted in the metropolitan Portland, Oregon area for the type of legal services performed.

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

40. Removal of Debris. Contractor shall remove all trash and debris from the site for disposal. Contractor shall clean the work area and remove all trash, debris, and tools at least daily prior to leaving the job site and as needed to maintain a safe work area.

CONTRACTOR DATA AND SIGNATURE

Business Name: <<ENTER NAME>> Business Address: <<ENTER ADDRESS>> Contractor Phone: <<Enter Phone>> Federal Tax ID# #:

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

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

I have read this Contract including the attached Exhibits.