historic_town_hall_-_public_improvement_contract_-_roof_gutter_and_downspout_replacement.pdf

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CITY OF TALENT, OREGON

PUBLIC IMPROVEMENTS CONTRACT

City of Talent 110 East Main Street Talent, Oregon 97540

Telephone: (541) 535-1566 Fax: (541) 535-7423

PROJECT NAME:

CONTRACTOR:

CONTACT:

ADDRESS:

PHONE: FAX: DATE CONTRACT FULLY EXECUTED:

PROJECT BEGINNING DATE: PROJECT COMPLETION DATE:

CONTRACT NUMBER: STATEMENT OF WORK & COMPENSATION: See

Exhibit A EXHIBITS INCORPORATED HEREIN: A (incl.Supporting Documents), B, C, D, and E

FINDINGS:

Pursuant to TMC 2.30.030 after reasonable inquiry and evaluation, the undersigned City Manager or a designee finds and determines that: (1) the work to be performed is provision of services or goods; (2) the City does not have adequate personnel or resources to perform the work; (3) the statement of work set forth in Exhibit A represents the City’s plan for utilization of such services; (4) the undersigned Contractor has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in Exhibit A within the time and financial constraints provided; (5) the Contractor’s proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable.

NOW THEREFORE, pursuant to TMC 2.30.030 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows:

1. Findings/Recitations: The findings and recitations set forth above are true and correct and are incorporated herein by this reference.

2. Statement of Work: Contractor will provide the services set forth in the Statement of Work set forth in attached “Exhibit A” and incorporated herein by this reference.

3. Compensation: City shall pay Contractor as set forth in “Exhibit A.” Should this Contract be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination.

4. Supporting Documents/Conflicting Provisions: This Contract and any exhibits or other supporting documents shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Contract itself shall control over any conflicting provisions in any of the exhibits or supporting documents.

5. All Costs Borne By Contractor: Contractor shall, at its own risk and expense, perform the Scope of Work described in “Exhibit A” and, unless otherwise specified in this Contract, furnish all labor, equipment, and materials required for the proper performance of such Work.

6. Qualified Work: Contractor has represented, and by entering into this Contract now represents, that all personnel assigned to the Work to be performed under this Contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded.

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7. Independent Contractor: Contractor certifies in Exhibit B that Contractor shall perform the work required by this Contract as an independent contractor .

8. Conflicts: Contractor represents and warrants that Contractor’s performance under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing under this Contract.

9. 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 the City. Contractor agrees that if subcontractors or suppliers of materials or leases of equipment are utilized in the performance of this Contract, each such subcontractor, supplier, or equipment lessor (1) shall be notified of Contractor’s obligations under this Contract; (2) shall be notified they may be subject to Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws; and (3) shall be notified they are subject to the requirements and sanction of ORS Chapter 656, Workers’ Compensation.

10. No Third-Party Beneficiaries: City and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract give or provide 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.

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

12. Term and Termination:

a. Term

i. This Contract shall become effective on the date of execution on behalf of the City, as set forth below (the “Effective Date”) and shall continue in full force and effect until ___________________, unless sooner terminated as specifically provided in subsection 12b.

ii. Contractor shall provide all services in accordance with the standards and specifications no later than the date indicated above and start performing the services under this contract by the beginning date indicated above and complete the services by the completion date indicated above. Contractor is not authorized to proceed with the services until all initial Contract requirements, including the Contract and certificates of insurance, have been fully executed and submitted to City in a suitable form.

iii. This Contract may be extended for no more than four (4) additional one-year terms upon mutual written consent of the parties.

b. Termination

i. The City and Contractor may terminate this Contract by mutual agreement at any time.

ii. The City, on 30 days written notice to the Contractor, may terminate this Contract for any reason deemed appropriate in its sole discretion.

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

iv. The Contractor shall be in default of this Contract if Contractor commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract. Further, Contractor shall be in default of this Contract if

(1) Contractor ceases doing business on a regular basis of the type identified in its obligations under the Contract; (2) Contractor attempts to assign rights in or delegate duties under the Contract; (3) Contractor makes a general assignment for the benefit of creditors; (4) Contractor institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; or (5) Contractor loses any license, certificate or certification that is required to perform the work under this Contract;. In addition, if Contractor has qualified as a QRF for performing the work under this Contract and thereafter loses its QRF status pursuant to the QRF Rules, Contractor shall be in default of this Contract.

13. Payment on Early Termination:

a. If this Contract is terminated under 12.b.i or 12.b.ii, the City shall pay the Contractor for work performed in accordance with the Contract prior to the termination date.

b. If this Contract is terminated by the Contractor under 12.b.iii due to a breach by the City, then the City shall pay the Contractor as provided in subsection (a) of this section.

c. If this Contract is terminated under 12biii by the City due to a breach by Contractor, then the City shall pay Contractor as provided in subsection (a) of this section, subject to set-off of excess costs, as provided for in section 14, Remedies.

14. Remedies:

a. In the event of termination by the City under 12.b.iii or 12.b.iv due to a breach by

Contractor, then the City may complete the work either itself, by contract with another contractor, or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then Contractor shall pay to the City the amount of the reasonable excess.

b. The remedies provided to the City under section 12 and section 14 for a breach by the Contractor shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

c. In the event of breach of this Contract by the City, then Contractor’s remedy shall be limited to termination of the Contract and receipt of payment as provided in sections 12.b.iii and 13b.

15. Notices: Any notice or communication required or permitted under this Contract shall be provided in writing and sent by either Party to the other at the address set forth below will be deemed given and delivered (a) seventy-two (72) hours after being sent via a reputable

COT Public Improvements Contract 4 of 17 commercial overnight courier or after being deposited with the U.S. Postal Service, sent via registered or certified mail, return receipt requested, postage prepaid, or (b) when received if personally delivered.

If to the City:

City of Talent City Manager PO Box 445 Talent, OR 97540 Phone: (541) 535-1566

If to Contractor:

Project Manager’s Name: _________________________________ Project Manager’s Title: ___________________________________ Project Manager’s Address: _______________________________

Phone: _________________________ Fax # ___________________________ E-Mail __________________________

16. Access to Records: Contractor shall maintain and the City (and its authorized representatives) shall have access to all books, documents, papers and records of Contractor which relate to this Contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by the City.

17. Ownership of Work:

a. All work products of the Contractor that result from this Contract, including but not limited to background data, documentation and staff work that is preliminary to final reports, are the property of City. Draft documents and preliminary work submitted to the City for review and comment shall not be considered as owned, used or retained by the City until the final document is submitted.

b. The City shall own all proprietary rights, including but not limited to copyrights, trade secrets, patents and all other intellectual or other property rights in and to such work products. Preexisting trade secrets of the Contractor shall be noted as such and shall not be considered as a work product of this Contract. All such work products shall be considered “works made for hire” under the provisions of the United States Copyright Act and all other equivalent laws.

c. Any materials designated as “confidential” that may be provided to Contractor by City at any time relating to this Contract shall be treated confidentially by the Contractor and shall not be disclosed to any other person by the Contractor without the advance written permission of the project manager. Contractor shall return all confidential materials upon request.

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d. Use of any work product of the Contractor by the City for any purpose other than the use intended by this Contract is at the risk of the City. Use of any work product by Contractor is prohibited without the written consent of the City.

18. Compliance with Applicable Law: Contractor shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this contract, including without limitation those specified in attached Exhibit C. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles the City to terminate this Contract for cause.

19. Indemnity and Hold Harmless: Contractor hereby agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this Contract by Contractor (including but not limited to, Consultant's employees, agents, and others designated by Contractor to perform Work or services attendant to this Contract). Contractor is responsible to mitigate any impacts of the Work which may adversely affect the property of private or public property owners. Contractor waives any and all statutory or common law rights of defense and indemnification by the City. However, Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, caused solely by the negligence of City.

20. Bonds: Contractor shall provide bonds in accordance with Exhibit D.

21. One Year Warranty

a. In addition to and not in lieu of any other warranties required under the Contract or bid specifications, Contractor shall make all necessary repairs and replacements to remedy, in a manner satisfactory to the City and at no cost to the City, any and all defects, breaks, or failures of the work occurring within one year following the date of substantial completion due to faulty or inadequate materials or workmanship. Contractor shall also repair damage or disturbances to other improvements under, within, or adjacent to the work, whether or not caused by settling, washing, or slipping, when such damage or disturbance is caused, in whole or in part, from activities of the Contractor in performing its duties and obligations under this Contract when such defects or damage occur within the warranty period. The one-year warranty period shall, with relation to such required repair, be extended for one year from the date of completion of such repair.

b. If Contractor, after written notice, fails within ten days to proceed to comply with the terms of this section, City may have the defects corrected, and the Contractor and Contractor’s surety shall be liable for all expense incurred. In case of an emergency where, in the opinion of the City, delay would cause serious loss or damage, repairs may be made without notice being given to Contractor and Contractor or Surety shall pay the cost of repairs. Failure of the City to act in case of an emergency shall not relieve Contractor or Surety from liability and payment of all such costs.

22. Insurance: Contractor shall provide insurance in accordance with Exhibit B.

23. Waiver: One or more waivers or failures to object by either party to the other’s breach of any provision, term, condition, or covenant contained in this Contract shall not be construed as a waiver of any subsequent breach, whether or not of the same nature.

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24. 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.

25. Liquidated Damages: Recognizing that time is of the essence, and the expenses, delays and difficulties involved in proving in a legal or arbitration proceeding that actual loss has been suffered by the City, Contractor hereby agrees to pay City liquidated damages in the amount of 10 percent (10%) of the Contract price, or $500, whichever is greater, for each day work is not completed following the scheduled completion date.

26. Governing Law: This Contract shall be construed and interpreted in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Any action or suits arising under this Contract must be brought in the Circuit Court for the State of Oregon, in Jackson County, Oregon. If the claim must be brought in a federal forum, then it must be brought and conducted in the United States District Court for the District of Oregon in Medford, Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue.

27. Dispute Resolution: Any dispute between the parties under this Contract that is not resolved through informal discussions may be submitted to mediation upon consent of both parties. The mediation shall be held in Jackson County Oregon, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If informal discussion or mediation are unsuccessful, either party may initiate litigation to resolve the dispute, and neither party waives the right to a jury trial. The parties specifically disclaim any right to arbitration. The parties shall share any mediator’s fee and any filing fees equally. The parties will bear their own attorneys’ fees, expert witnesses’ fees, costs and expenses in mediation or litigation of disputes.

28. 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.

29. Force Majeure: Neither party shall be held responsible for delay or default caused by fire, floods, earthquakes, or other acts of God beyond that party’s control. The City may terminate this Contract upon written notice after determining such delay or default will reasonably prevent successful performance of the Contract. In the event Force Majeure impacts the Work required by this Contract, the City may grant a reasonable extension of time, but there shall be no additional compensation paid to Contractor.

30. Business License: Contractor shall obtain a City of Talent business license as required by TMC 5.01 prior to beginning work under this Contract.

31. Amendments: This Contract may be amended only by written instrument executed by both parties with the same formalities as this Contract.

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32. Nonappropriations Clause: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Contract within the City’s fiscal year budget.

Contractor understands and agrees that City’s payment of amounts under this Contract attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this Contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor.

33. Counterparts: This Contract may be executed in counterparts, all of which when taken together constitute one agreement binding the parties. Each copy of the Contract so executed constitutes an original.

34. Merger Clause: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE

CONTRACT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE

OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND

SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF

MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC

PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, CONTRACTS, OR REPRESENTATIONS,

ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.

35. Contractor Data:

Contractor Business Name: _________________________________________________________ Phone: _______________________ Fax: ____________________ E-Mail _____________________ Adddress: __________________________________________________________________________ Federal Tax ID #:___________________ -or- ☐ W-9 (attach) -or – SSN #____________________ State Tax ID #:_____________________ Talent Business Lic. # ____________________________ Citizenship: Nonresident alien: ☐Yes ☐No Business Designation (check one): ☐Corporation ☐Partnership ☐Nonprofit ☐Government ☐Individual ☐ Sole Proprietorship Contract Signer’s Name: ____________________________________________________________ Contract Signer’s Title: ____________________________________________________________

Signer for Contractor understands that Exhibits A, B, C, D and E are an integral part of this Contract and agree that Contractor will perform the work described in Exhibit A in accordance with the terms and conditions of this Contract.

Signer for Contractor certifies that he or she is authorized to sign this contract on behalf of Contractor and to bind Contractor hereto.

IN WITNESS WHEREOF the parties have caused this Contract to be signed in their respective names by their duly authorized representatives as of the dates set forth below.

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CONTRACTOR: CITY OF TALENT:

By: _________________________________ By: ________________________________ Signature City Manager or Designee

Print Name Print Name

Date Date

APPROVED AS TO FORM:

City Attorney Date

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EXHIBIT A

STATEMENT OF WORK, COMPENSATION

and

PAYMENT SCHEDULE

1. Supporting Documents

(a) The following documents are collectively referred to in this Exhibit A as SUPPORTING

DOCUMENTS which set forth the work Contractor shall perform and City obligations and which are expressly incorporated by reference into the Contract to which this Exhibit A is attached:

i. The City's solicitation document, together with any documents incorporated by reference therein.

ii. Contractor’s complete written Proposal.

(b) The Contract to which this Exhibit A is attached and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of the Contract itself shall control over any conflicting provisions in any of the SUPPORTING DOCUMENTS. In the event of conflict between provisions of the SUPPORTING DOCUMENTS, the several supporting documents shall be given precedence in the order listed in section 1(a) above.

2. Statement of Work:

(a) Subject to the terms set forth in the Supporting Documents, the work under the

Contract to which this Exhibit A is attached may be summarized as follows:

(b) Contractor shall, at its own risk and expense, perform the work described in the Supporting Documents and furnish all labor, equipment, materials and permits required for the proper performance of the work described therein .

(c) If the Contract requires Contractor to provide the City any goods:

i. Contractor represents and warrants that the goods are new, current, and fully warranted by the manufacturer. Delivered goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor, material and manufacture.

Contractor shall transfer all warranties to the City.

ii. Deliveries will be F.O.B destination. Contractor shall pay all transportation and handling charges for the goods. Contractor is responsible and liable for loss or damage until final inspection and acceptance of the goods by the City.

Contractor remains liable for latent defects, fraud, and warranties.

iii. The City may inspect and test the goods. The City may reject non-conforming goods and require Contractor to correct them without charge or deliver them at

COT Public Improvements Contract 10 of 17 a reduced price, as negotiated. If Contractor does not cure any defects within a reasonable time, the City may reject the goods and cancel this Contract in whole or in part. This paragraph does not affect or limit the City’s rights, including its rights under the Uniform Commercial Code, ORS Chapter 72

(UCC).

3. Compensation and Payment Schedule:

(a) Upon certification by the City Manager of Designee that the work under this Contract is complete and within 14 days of receipt of invoice, City agrees to pay Contractor for accomplishing all work required by this contract, including allowable expenses (check and complete as applicable):

____ a lump sum not to exceed $__________________.

____ time and materials not to exceed $____________________.

(b) Time and material payments shall be made in accordance with the requirements of the

SUPPORTING DOCUMENTS.

(c) Any interim payments to Contractor shall be made only in accordance with the schedule and requirements in the SUPPORTING DOCUMENTS.

City Staff Initials: ________ Date _______ Contractor Initials _______ Date ________

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EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

1. INDEPENDENT CONTRACTOR STANDARDS

As used in ORS chapters 316, 656, 657, 671 and 701, “independent contractor” means a person or business entity that provides services for remuneration and who, in the provision of the services, meets the following criteria of ORS 670.600.

2. BASIC REPRESENTATIONS

a. Contractor is free from direction and control over the means and manner of providing the services, subject only to the right of the City (a) to specify the desired results; (b) to determine (and modify) the delivery schedule for the work to be performed; and (c) to evaluate the quality of the completed performance.

b. Contractor is customarily engaged in an independently established business;

c. Contractor is licensed under ORS chapter 671 or 701 if the person provides services for which a license is required under ORS chapter 671 or 701; and

d. Contractor is responsible for obtaining other licenses or certificates necessary to provide the services.

e. Contractor represents and warrants that Contractor (a) is not currently an employee of the federal government or the State of Oregon; (b) meets the specific independent contractor standards of ORS 670.600 and represents and warrants that all subcontractors shall also meet such independent contractor standards; (c) is not entitled to, and expressly waives, all claims to City benefits such as health and disability insurance, paid leave, and retirement; and (d) is not eligible for any federal Social Security, unemployment insurance, state Public Employees’ Retirement System, or workers’ compensation benefits as a result of compensation or payments to Contractor under this Contract.

f. Contractor will be responsible for any federal or state taxes applicable to any compensation or payment paid to Contractor under this Contract.

3. ADDITIONAL REQUIREMENTS

Contractor meets the following conditions. (At least three of these conditions must be met.)

_____ Contractor maintains a business location that is separate from the business or work location of the person for whom the services are provided, or that is in a portion of a residence used primarily for the business of the Contractor.

_____ Contractor bears the risk of loss related to the business or the provision of services as shown by factors such as (a) Contractor enters into fixed-price contracts; (b) Contractor is required to correct defective work; (c) Contractor warrants the services provided; or (d) Contractor negotiates

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_____ Contractor provides contracted services for two or more different persons within a 12 month period, or the person routinely engages in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services.

_____ Contractor makes a significant investment in the business, through means such as: (a) purchasing tools or equipment necessary to provide the services; (b) paying for the premises or facilities where the services are provided; or paying for licenses, certificates or specialized training required to provide the services.

_____ Contractor has the authority to hire other persons to provide or to assist in providing the services and has the authority to fire those persons.

4) INDEMNIFICATION

If any action is taken by a person or enforcement agency relating to the independent contractor status of Contractor or Contractor’s subcontractors in connection with this contract, Contractor shall defend, hold harmless and indemnify the City of Talent, its elected and appointed officials, employees, volunteers and agents from any such action, claim, judgment, fine, penalty, or order to pay. Contractor shall pay any additional costs incurred by the City in defending such action or incurred as a result of such action. This indemnification is in addition to any indemnification otherwise in this agreement.

5) CERTIFICATION

Contractor certifies that the above statements are true and correct.

Contractor Signature: _________________________________ Date ____________________________

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EXHIBIT C

(For Public Improvement Contracts)

COMPLIANCE WITH APPLICABLE LAW

1. Contractor shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to the work under this Contract, including without limitation, ORS 279A.120, ORS 279C.505 (Conditions Concerning Payment, Contributions, Liens, Withholding, Drug Testing), ORS 279C.510 (Demolition Contracts to Require Material Salvage; Lawn and Landscape Maintenance Contracts to Require Composting or Mulching), ORS 279C.515 (Conditions Concerning Payment of Claims by Public Officers, Payment to Persons Furnishing Labor or Materials and Complaints), ORS 279C.520 (Conditions Concerning Hours of Labor), ORS 279C.530 (Conditions Concerning Payment for Medical Care and Providing Workers’ Compensation), ORS 279C.570 (Prompt Payment Policy; Progress Payments; Retainage;

Interest; Exception; Settlement of Compensation Disputes), and ORS 279C.580 (Contractor’s Relations with Subcontractors).

2. Without limiting the requirements of section 1 of this Exhibit C, Contractor expressly agrees to comply with: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. A condition or clause required by law to be in this Contract shall be considered included by these references.

3. Contractor hereby certifies that the Contractor is licensed with the Construction Contractors Board in accordance with ORS 701.035 to 701.055 and, further, that all subcontractors performing work as described in ORS 701.005(2) (i.e., construction work) will be licensed with the Construction Contractors Board in accordance with ORS 701.035 to 701.055 before the subcontractors commence work under the contract.

4. In compliance with Exhibit D of the Contract to which this Exhibit C is also attached, Contractor and every subcontractor shall have a public works bond filed with the Construction Contractors Board before starting work on the project, unless exempt under ORS 279C.836(7),

(8) or (9). The Contractor shall include in every subcontract a provision requiring the subcontractor to have a public works bond filed with the Construction Contractors Board

COT Public Improvements Contract 14 of 17 before starting work on the project, unless exempt under ORS 279C.836(7), (8) or (9).

5. Without limiting the requirements summarized in section 1 of this exhibit, Contractor shall comply fully with the provisions of ORS 279C.800 through 279C.875 (including OAR Chapter 839 Division 25) concerning prevailing wage. Those provisions and the applicable rates, as determined by the Commissioner of the Bureau of Labor and Industries (BOLI), are shown on the BOLI website. Without limiting the generality of the foregoing, each worker in each trade or occupation employed in the performance of the Work either by Contractor, a subcontract tor, or other person doing or contracting to do or contracting for the whole or any part of the Work required by this Contract, must be paid not less than the applicable state prevailing rate of wage, or any applicable federal prevailing rate of wage, whichever is higher.

6. Without limiting the requirements summarized in section 1 of this exhibit, in full compliance with ORS 279C.505(1), Contractor shall (i) make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the Work required under the Contract; (ii) pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the Contract; (iii) 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 (iv) pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

7. Contractor specifically represents and warrants to the City per ORS 279B.045 that Contractor shall, throughout the term of this Contract, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including tax withholding requirements and including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Contractor; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Further, Contractor represents and warrants to the City that Contractor has faithfully complied with the foregoing provisions for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract.

8. Without limiting the requirements summarized in Section 1 of this exhibit, by executing and returning the Contract to which this Exhibt C is attached, the Contractor certifies, represents and warrants to the City that a Qualifying Employee Drug-testing Program as required in ORS 279C.505(2) is in place at the time of execution and will continue in full force and effect for the duration of this contract, and that Contractor will comply with the provisions of subsection (a) below. Contractor expressly agrees that the City’s performance obligation (which includes, without limitation, the City’s obligation to make payment) is contingent on Contractor’s compliance with this representation and warranty.

(a) Contractor’s drug testing program shall include the following:

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i) Required drug testing will be administered to (1) each employee who will be working on the Public Improvement project job site (“Subject Employee”) every 12 months on a random selection basis or each Subject Employee who is new to working on the Public Improvement project job site; and (2) Subject Employees who will be working on the Public Improvement project job site if the Contractor has reasonable cause to believe the Subject Employee is under the influence of drugs.

ii) Contractor will require each subcontractor providing labor for the project to(1) demonstrate to the Contractor that it has a Qualifying Employee Drug-testing Program for the subcontractor's Subject Employees, and represent and warrant to the Contractor that the Qualifying Employee Drug-testing Program is in place at the time of subcontract execution and will continue in full force and effect for the duration of the subcontract; or (2) require that the subcontractor's Subject Employees participate in the Contractor's Qualifying Employee Drug-testing Program for the duration of the subcontract.

6) Contractor agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Contract when employed by Contractor. Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Contractor agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110.

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EXHIBIT D

BONDS

A City staff person overseeing performance of the work under this Contract has initialed below in the box preceding the descriptions of available types of bond those which the Contractor shall furnish and maintain in effect at all times until compliance with and fulfillment of all terms and provisions of the Contract, including the “One Year Warranty” section of the Contract, all applicable laws, and the prompt payment of all persons supplying labor and/or material for prosecution of the work. The bonds so indicated shall be written by a corporate surety authorized to do business in the State of Oregon

CITY

STAFF

INITIALS

BOND TYPES

Performance Bond. Oregon law requires that contractors working on public improvements with a value of more than $100,000 (or $50,000 if transportation related) provide a performance bond equal to the full contract price. If contractor fails to complete the project, the City may use the bond to complete the project

Payment Bond. Oregon law requires that contractors provide a payment bond equal to the contract price for public improvements with a value estimated at more than $100,000 (or $50,000 if transportation-related). The purpose of this bond is to ensure that subcontractors, material suppliers, and laborers are paid.

Maintenance (Warranty) Bond. This contract requires a one-year warranty bond to guaranty against defective materials and workmanship in an amount equal to 10% of the contract price. The City may require a separate warranty bond or financial assurance for any repairs done pursuant to the warranty obligation. Such separate warranty bond or financial assurance shall be for a period of one year from the date of completion of such repairs.

Public Works Bond. The Oregon Construction Contractors Board (CCB) requires that all independent contractors working on qualifying public works projects, with a total project costs that exceeds $100,000 must obtain and file with the CCB a public works bond with a corporate surety authorized to do business in Oregon for the amount of $30,000 before starting work on a contract or subcontract for a public works project. This bond will be used solely in the event of a prevailing wage claim filed with the Bureau of Labor and Industries (BOLI) and shall be delivered to the

CCB.

City Staff Initials: ________ Date _______ Contractor Initials ________ Date _______

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EXHIBIT E

PUBLIC CONTRACT INSURANCE REQUIREMENTS

During the term of this Contract, Contractor shall maintain in force at its own expense all insurance noted below:

Workers Compensation Insurance. . All employers, including 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.

Commercial General Liability insurance, on an occurrence basis, with a combined single limit of not less than $2,000,000 per occurrence for bodily injury, personal injury and property damage. It shall include coverage for broad form contractual liability; broad form property damage; personal and advertising injury; owners and contractor protective; premises/operations; and products/ completed operations. Coverage shall not exclude excavation, collapse, underground, or explosion hazards.

Commercial Automobile Liability insurance with a combined single limit, or the equivalent of not less than $1,000,000 for each occurrence for Bodily Injury and Property Damage. If no owned vehicles, provide hired and non-owned auto coverage.

Notice of Cancellation or Change - There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days’ prior written notice from the Contractor or its insurer(s) to the City.

Additional Insured - For general liability insurance and automobile liability insurance the City, and its agents, officers, and employees will be Additional Insureds, but only with respect to Contractor’s services to be provided under this Contract. This coverage shall be by endorsement physically attached to the certificate of insurance.

Certificates of Insurance - Contractor shall furnish insurance certificates acceptable to City prior to commencing work. The Contractor’s insurance shall be primary and non-contributory. The certificate will include the deductible or retention level and required endorsements. Insuring companies or entities are subject to City approval. If requested, copies of insurance policies shall be provided to the City. Contractor shall be responsible for all deductibles, self-insured retentions, and/or self-insurance.

City Staff Initials: _______ Date ______ Contractor Initials ________ Date _______