{00916578; 3 }West Linn ON-CALL CONSTRUCTION CONTRACT

MASTER PUBLIC IMPROVEMENT CONTRACT

WITH THE CITY OF WEST LINN

City: City of West Linn, a municipal corporation of the State of Oregon.

Contractor: TBD

Term: 1 Year (4, 1-year extensions optional)

Compensation: Not to exceed $100,000 annually

RECITALS

WHEREAS, the City requires construction and related services which Contractor is capable of providing, under terms and conditions hereinafter described; and

WHEREAS, time is of the essence in this contract and all work under this contract shall be completed within the time period stated in the Bid;

WHEREAS, ORS 279C.335(2) authorizes a Local Contract Review Board to exempt certain contracts from the least cost policy for public improvement contracts pursuant to ORS 279C, upon approval of certain findings of fact; and

WHEREAS, The West Linn City Council acting as the Local Contract Review Board adopted Resolution

2025-10 exempting an on-call public improvement contract from being solely awarded to the lowest responsible, responsive bidder, and instead can solicit up to 3 contractors based on a competitive Request for

Proposals, and

THEREFORE, in consideration of the promises and covenants contained herein, the parties hereby agree as follows:

THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1. Contractor’s Agreement to Provide Services. Contractor agrees to provide on a non-exclusive on-call basis the construction services and materials described in future Task Orders (collectively, the

“Work”), in accordance with the terms and conditions of this Contract. Contractor shall provide all preparatory work and operations, including, but not limited to those necessary for the movement of personnel, equipment and supplies and any incidentals necessary to carry out the Work outlined in the applicable Task Order. Contractor shall warrant all Work against defects in performance for a period of one year following Task Order completion. Within the warranty period, if any defect in the Work arises, Contractor shall correct the defect promptly at no additional charge to the City.

2. Work Assignment Procedures. Execution of this Contract in no way entitles Contractor to work pursuant to Task Orders, and the City is not required to make any purchase under this Contract if the City has no requirements for the Work or for any other reason, at the City’s sole discretion.

Upon the City’s identification of a need for a construction project pursuant to this Contract, City shall issue a Task Order with project specific information included. Work authorized under this Contract shall be initiated by a fully executed Task Order signed by both the City and the Contractor. Contractor shall not commence Work unless expressly authorized in writing in the form or format substantially shown in

Exhibit A-2, or in another format mutually agreed to in writing. Task Orders shall include, at minimum, the following:

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mlovell Typewriter

ATTACHMENT A

A. A description of the work to be performed

B. Period of performance

C. Items to be furnished by City, if applicable

D. Compensation for performing the Work. This may include a detailed estimate of costs, estimated number of hours to complete the Work, labor rates, names or positions of individuals performing the work and any applicable expenses. Rates will be the Contractor’s rates as specified in Exhibit A-1 unless otherwise designated by the Task Order and approved by City and Contractor.

Contractor shall perform the Work using commercially reasonable efforts. Contractor shall be responsible for securing all permits, licenses, and other authorizations necessary to perform the Work. Contractor shall bear full responsibility for all Subcontractors and employees performing Work on its behalf, and for prompt payments to the same.

3. City Responsibilities. City will assist Contractor by placing at Contractor’s disposal all reasonably available information pertinent to completing the Work, including any other relevant data and will promptly respond to questions and issues as they arise. Where possible, City will assist Contractor in obtaining information from sources outside the City.

4. Effective Date and Duration. This Contract is effective on ___________________, 20___, or on the date upon which every party has signed this Contract, whichever is later. The Contract shall continue in full force and effect for twelve (12) months from the effective date. Upon written approval by both parties, this Contract may be renewed for up to four (4) additional twelve (12) month terms. Each term renewal shall be subject to all terms and conditions of this Contract.

5. Consideration. City agrees to pay Contractor for accomplishing all Work required by this Contract, including allowable expenses based on time and materials not to exceed a maximum sum of $100,000 per

Task Order. City will pay Contractor according to the rates outlined in Exhibit A-1, which rates may be updated no more than once per year by mutual written agreement between the parties. Contractor’s rates will remain fixed for the duration of each Task Order assigned. Contractor’s crews will not work overtime unless Contractor has previously obtained City’s approval. All overtime will be governed by the provisions of ORS 279C.520.

Any interim payments to Contractor shall be made only in accordance with the terms and conditions of this Contract, including the applicable Task Order, and associated unit prices, rates and costs, and payment schedule.

Contractor will submit monthly invoices based upon Work completed. Contractor will invoice City monthly or per Task Order, whichever is more frequent. City will pay invoices within thirty (30) calendar days of the date the invoice is received and the City approves the services rendered. The City will assign a Task Order number to this Contract, which should be referenced on all invoices. Invoices will include:

A. Time period during which the services were performed;

B. Total cost of services provided during the time period invoiced; and

C. Location of the work Site;

D. Project number, if applicable

E. Date and time spent at the work Site;

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F. Name of City staff who requested the work; and

G. Description of the work performed.

6. Standard Public Improvement Contract Terms and Conditions. This Contract is subject to

Standard Contract Terms and Conditions, attached to this Contract as Exhibit A.

7. Contract Documents. The Contract Documents are defined to include:

A. Written amendments to this Contract

B. This Contract

C. Individual Task Orders, including any applicable Change Orders or amendments to Task Orders

D. Exhibit A – Standard Contract Terms and Conditions

E. Exhibit A-1 – Statement of Work and Payment Schedule

F. Exhibit A-2 – Sample Task Order

G. Exhibit B – The Contractor’s Bid, dated [date], titled [title] and signed by [name].

H. Specifications

I. Drawings

J. Insurance and any associated bonds

K. All other documents expressly adopted by this Contract or by the written consent of both parties

If there is a conflict between the Contract Documents, the parties shall interpret the documents in the order listed above.

8. Addresses for Notice. Any notice required by the terms of this Contract shall be provided to the contact information listed below and served in one of the following manners: a) in-person delivery; b) deposited in the U.S. Mail under certified or registered handling, postage prepaid; or c) via email, with read receipt function enabled. Except as provided in this Contract, it is agreed that fifteen calendar days shall constitute reasonable notice for the exercise of any right in the event that applicable law specifically requires such notice.

City Contractor

[name]

[title]

[address]

[phone]

[email]

To be determined

9. Insurance and Workers’ Compensation. The Contractor shall obtain all insurance required as set forth in Exhibit A. Contractor is an independent contractor for purposes of the Oregon Workers’

Compensation Law (ORS Chapter 656) and is solely liable for any workers’ compensation coverage under this Contract. Prior to commencement of labor, Contractor shall provide City with proof of coverage.

10. Authorized Representatives. The City’s Authorized Representative is to be determined, phone, email and is empowered to act for the City in accordance with the provisions of this Contract, where such acts are not contrary to laws or ordinances. Contractor’s Authorized Representative shall be to be determined, phone, email. As the context requires, each of “City” and “Contractor” shall refer to their respective authorized representatives.

11. Survival of Covenants. The covenants of this Contract shall survive the expiration or termination of the Contract with respect to compensation, confidentiality, non-appropriation of funds, record keeping, access to records and indemnification.

12. Authorization. The person signing this Contract on behalf of Contractor hereby covenants and warrants that he/she is authorized to do so, and that his/her signature will fully bind Contractor to the terms and conditions of this Contract. Upon City’s request, Contractor shall provide City with evidence reasonably satisfactory to the City confirming the foregoing covenants and warranties.

13. Electronic Signature. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. An electronic signature shall be considered an original signature. Executed signature pages may be delivered using PDF or similar file type transmitted via electronic mail, cloud-based serve, e-signature technology or other similar Electronic Means.

14. Entire Contract. This Contract represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties.

[Remainder of this page is intentionally left blank; signatures are on the following page.]

CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE

Business Name (please print):

Contact Name: Phone:

E-Mail Address:

CCB Lic # _____________Federal Tax ID # _____________State Tax ID # _______________

Business Designation (check one): ☐ Individual ☐ Partnership ☐ Corporation

☐ Government ☐ Nonprofit ☐ LLC ☐ Other

If not a citizen, check one: ☐ Lawful Permanent Resident ☐ Nonresident Alien

The above information must be provided prior to Contract approval. Payment information will be reported to the Internal Revenue Service (IRS) under the name and taxpayer I.D. number provided above.

(See IRS 1099 for additional instructions regarding taxpayer ID numbers.)

Contractor understands that all exhibits and attachments are an integral part of this Contract and agrees to perform the Work in accordance with the terms and conditions of this Contract.

Contractor represents and warrants to City that: (a) Contractor has the power and authority to enter into and perform the Contract; (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms.

By its signature Contractor acknowledges it has read and understands this Contract and agrees to be bound by its terms and conditions.

Signed by Contractor:

Signature/Title Date

NOTICE TO CONTRACTOR: This Contract does not bind the City of West Linn unless and until the

City’s City Manager has executed it.

CITY OF WEST LINN SIGNATURE

Approved:

City Manager Date

Date of City Approval:

{00916578; 3 }West Linn – ON-CALL CONSTRUCTION CONTRACT

EXHIBIT A-1 – STATEMENT OF WORK AND PAYMENT SCHEDULE

EXHIBIT A-1

STATEMENT OF WORK AND PAYMENT SCHEDULE

STATEMENT OF WORK

Contractor’s services under this Contract shall consist of the following:

Perform a variety of maintenance and repair needs throughout the City in response to emergency requests and/or public improvements that require specialized expertise outside the knowledge of City Staff.

A specific scope of work for each task order will be determined and agreed upon at the time that the task order is initiated. A sample task order is attached to this contract as Exhibit A-2.

PAYMENT SCHEDULE

City shall pay Contractor the consideration described in Paragraph 5.

Payments will be based on time and materials, using the following rates, which may be updated annually by mutual agreement in writing:

INSERT CONTRACTOR’S RATE SHEET HERE

Prevailing wage laws apply to this Contract. Contractor shall pay the appropriate state, and if applicable, federal prevailing wage rates for labor and include those charges as part of progress payments, subject to certified payroll and required reporting documentation.

Payment shall be made within thirty (30) calendar days after receipt of invoice and City approval of services rendered. The invoice shall describe the work performed.

{00916578; 3 }West Linn – ON-CALL CONSTRUCTION CONTRACT

EXHIBIT A-2 – SAMPLE TASK ORDER

EXHIBIT A-2

TASK ORDER

AUTHORIZATION TO COMMENCE WITH SPECIFIED WORK

City of West Linn

** (Date Issued)

** (Contractor)

The City of West Linn has awarded a project to your firm. Please consider this Authorization as authorization to proceed with the performance of services described below and subject to the approved terms and conditions in the Contract executed as of [date] between the Parties.

PROJECT MANAGER:

SCOPE OF WORK (attach additional sheets as needed):

SPECIAL CONDITIONS:

START DATE:

COMPLETION DATE:

COMPENSATION: [never to exceed $100,000]

Our records indicate your Certificates of Insurance are valid through:

Workers’ Compensation

General Liability

Auto Liability

Builders Risk (if required) __________________

Please provide updated Certificates of Insurance if the completion date is after expiration of Certificates of Insurance.

Authorized by: Accepted by:

Print Name: Contractor

Title:

{00916578; 3 }West Linn – On Call Construction CONTRACT

EXHIBIT B – STANDARD TERMS AND CONDITIONS

EXHIBIT A

STANDARD CONTRACT TERMS AND CONDITIONS

1. DEFINITIONS.

Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1.1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents.

1.2. Application for Payment—The document prepared by Contractor, in a form acceptable to the City, to request progress or final payments, and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

1.3. Bid—The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

1.4. Bidder—An individual or entity that submits a Bid to Owner.

1.5. Bidding Documents—The Bidding Requirements, the proposed Contract Documents, and all

Addenda.

1.6. Bidding Requirements—The Advertisement or invitation to bid, Instructions to Bidders, Bid

Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments.

1.7. Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, or other revision to the Contract or an applicable Task Order, issued on or after the Effective Date of the Contract.

1.8. Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract

Times; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract.

1.9. City or Owner—The individual or entity with which Contractor has contracted regarding the Work, and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract.

1.10. City Authorized Representative or Owner Authorized Representative-- As defined pursuant to the

Contract.

1.11. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls

(PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and Regulations regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.

1.12. Contract—The written instrument, executed by Owner and Contractor, that sets forth the Contract

Price and Contract Times, identifies the parties, and designates the specific items that are Contract

Documents.

1.13. Contract Documents— As defined pursuant to the Contract.

1.14. Contract Price—The money that Owner has agreed to pay Contractor for completion of the

Work in accordance with an applicable Task Order.

1.15. Contract Times—The number of days or the dates by which Contractor shall: (a) achieve

Milestones, if any; (b) achieve Substantial Completion; and (c) complete the Work, as applied to each individual Task Order that may be executed pursuant to the Contract Documents.

1.16. Contractor—The individual or entity with which Owner has contracted for performance of the

Work.

1.17. Contractor Authorized Representative -- As defined pursuant to the Contract.

1.18. Cost of the Work—See Section 18.1 for definition.

1.19. Drawings—The part of the Contract that graphically shows the scope, extent, and character of the Work to be performed by Contractor.

1.20. Effective Date of the Contract—The date, indicated in the Contract, on which the Contract becomes effective.

1.21. Electronic Document—Any Work-related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format.

1.22. Electronic Means—Electronic mail (email), upload/download from a secure Work website, or other communications methods that allow: (a) the transmission or communication of Electronic

Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the

Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic

Document for purposes permitted by this Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents.

1.23. Field Order —A written order issued by the Owner which requires minor changes in the Work but does not change the Contract Price or the Contract Times.

1.24. Hazardous Environmental Condition —The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto.

a. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated into the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the

Contract, is not a Hazardous Environmental Condition.

b. The presence of Constituents of Concern that are to be removed or remediated as part of the Work is not a Hazardous Environmental Condition.

c. The presence of Constituents of Concern as part of the routine, anticipated, and obvious working conditions at the Site, is not a Hazardous Environmental Condition.

1.25. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and binding decrees, resolutions, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

1.26. Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property.

1.27. Milestone—A principal event in the performance of the Work that the Contract requires

Contractor to achieve by an intermediate completion date, or by a time prior to Substantial

Completion of all the Work.

1.28. Notice of Award—The written notice by Owner to a Bidder of Owner’s acceptance of the Bid.

1.29. Notice to Proceed—A written notice by Owner to Contractor fixing the date on which the

Contract Times will commence to run and on which Contractor shall start to perform the Work.

1.30. Owner or City—The individual or entity with which Contractor has contracted regarding the

Work, and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract.

1.31. Owner Authorized Representative or City Authorized Representative—As defined pursuant to the Contract.

1.32. Progress Schedule—A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising Contractor’s plan to accomplish the Work within the Contract Times.

1.33. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.

1.34. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required

Submittals and the time requirements for the City’s review of the Submittals.

1.35. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing

Contractor’s Applications for Payment.

1.36. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents.

1.37. Site—Lands or areas indicated in the applicable Task Order as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements, and such other lands or areas furnished by Owner which are designated for the use of Contractor.

1.38. Specifications—The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work.

1.39. Subcontractor—An individual or entity having a direct contract with Contractor or with any other

Subcontractor for the performance of a part of the Work.

1.40. Submittal—A written or graphic document, prepared by or for Contractor, which the Contract

Documents require Contractor to submit to Owner, or that is indicated as a Submittal in the

Schedule of Submittals accepted by Owner. Submittals may include Shop Drawings and

Samples; schedules; product data; Owner-delegated designs; sustainable design information;

information on special procedures; testing plans; results of tests and evaluations, source quality-control testing and inspections, and field or Site quality-control testing and inspections;

warranties and certifications; Suppliers’ instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; Work photographic documentation; record documents; and other such documents required by the Contract Documents. Submittals, whether or not approved or accepted by Owner, are not Contract Documents. Change Proposals, Change

Orders, notices, Applications for Payment, and requests for interpretation or clarification are not

Submittals.

1.41. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion of such Work.

1.42. Successful Bidder—The Bidder to which the Owner makes an award of contract.

1.43. Supplier—A manufacturer, fabricator, supplier, distributor, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor.

1.44. Task Order -- As defined pursuant to the Contract.

2. SUBCONTRACTS AND ASSIGNMENT.

Contractor shall not enter into any subcontracts for any of the Work, or assign or transfer any of its interest in this Contract, without the prior written consent of City. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns, if any.

3. 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 gives, is intended to give, or shall be construed to 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.

4. GOVERNING LAW/VENUE/ATTORNEY FEES.

This Contract shall be governed and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “the claim”) between City and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the circuit court of Clackamas County for the State of

Oregon. If the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. Contractor, by its execution of this Contract, hereby consents to the in personal jurisdiction of said courts. If a suit or action is filed to enforce any of the terms of this Contract, each party is responsible for their respective costs and fees, including attorney fees.

5. REMEDIES CUMULATIVE.

All rights and remedies of City and Contractor shall be cumulative and may be exercised successively or concurrently. The foregoing is without limitation to or waiver of any other rights or remedies of City according to law.

6. SEVERABILITY/WAIVER.

City and Contractor agree that, 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 to be invalid. The failure of either party to enforce any provision of this contract shall not constitute a waiver by that party of that or any other provision of this Contract.

7. ASSIGNMENT.

City or Contractor may not assign this Contract without prior written consent of the other party.

8. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

8.1 Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (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, state and municipal civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. The City’s performance under the Contract is conditioned upon Contractor’s compliance with the provisions of ORS

279C.505, 279C.510, 279C.515, 279C.520, and 279C.530, which are incorporated by reference herein.

8.2 Contractor shall comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations; and Contractor shall not discriminate against

Disadvantaged, Minority, Women or Emerging Small Business enterprises, as those terms are defined in ORS 200.005, in the awarding of subcontracts (ORS 279A.110).

8.3 Contractor shall maintain, in current and valid form, all licenses and certificates required by law, regulation, or this Contract when performing the Work. Contractor had a current license with the

Construction Contractors City in accordance with ORS 701.035 to 701.055 at the time

Contractor's bid was submitted to City.

8.4 Unless contrary to federal law, Contractor shall certify that it shall not accept a bid from

Subcontractors to perform Work as described in ORS 701.005 under this Contract unless such

Subcontractors have a current license with the Construction Contractors Board in accordance with ORS 701.035 to 701.055 at the time they submit their bids to the Contractor. Contractor shall not employ any Subcontractors currently listed on the Oregon Bureau of Labor and

Industry’s List of Debarred Contractors.

8.5 The following notice is applicable to Contractors who perform excavation Work. ATTENTION:

Oregon law requires you to follow rules adopted by the Oregon Utility Notification Center.

Those rules are set forth in OAR 952-001-0010 through OAR 952-001-0090. You may obtain copies of the rules by calling the center at (503) 232-1987.

8.6 For Task Orders exceeding $10,000, non-resident Contractors shall promptly report to the

Department of Revenue for the State of Oregon on forms provided by the Department, the total contract price, terms of payment, length of contract and other information that the Department may require. Contractor shall mail a copy of these forms filed with the Department of Revenue to the City.

8.7 By signing this Contract, Contractor declares that it has complied with all of the State of Oregon’s tax laws at the time of contract execution and will comply with same for the life of the Contract, including but not limited to ORS 305.620, and ORS Chapters 316, 317, and 318. Contractor acknowledges that failure to comply with the State of Oregon’s tax laws before this Contract was executed or during the term of this Contract is considered a default for which the City may terminate this Contract and seek damages and other relief available under the terms of this

Contract or under applicable law. Failure to comply with any or all of the requirements listed above shall be a breach of Contract and constitute grounds for Contract termination. Damages or costs resulting from such noncompliance shall be the responsibility of Contractor.

8.8 Task Orders shall be subject to prevailing rate of wage rules and regulations. Contractor shall comply fully with the provisions of ORS 279C.800 through 279C.870 and Contractor must pay workers not less than the applicable prevailing rate of wage in accordance with ORS 279C.838 and 279C.840. Documents establishing those conditions, as determined by the Commissioner of the Bureau of Labor and Industries (BOLI), can be downloaded from the State of Oregon's BOLI website, www.oregon.gov/boli. The rates that apply are those that are in effect on the effective date of the applicable Task Order. https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx. If both state and federal prevailing wage rates apply to the Work, Contractor must pay all laborers, including those working on behalf of Subcontractors, the higher of the applicable state or federal wage rate. If Contractor is required to pay prevailing wages, Contractor will ensure that its Subcontractors also agree to do so in writing. If both state and federal wages apply to the Work, Contractor will ensure that its Subcontractors agree in writing to pay the higher of the applicable state or federal wage rate.

8.9 Payroll Certification and BOLI Fee Requirements.

8.9.1 In accordance with ORS 279C.830 and ORS 279C.845, the Contractor and every

Subcontractor shall submit written certified statements to the City's Authorized

Representative, on the form prescribed by the Commissioner of the Bureau of Labor and

Industries, certifying the hourly rate of wage paid each worker which the Contractor or the

Subcontractor has employed on the completion of any Task Order subject to prevailing wage and further certifying that no worker employed on such Task Order has been paid less than the applicable state or federal prevailing rate of wage or less than the minimum hourly rate of wage specified in the applicable Task Order, which certificate and statement shall be verified by the oath of the Contractor or the Subcontractor that the Contractor or

Subcontractor has read such statement and certificate and knows the contents thereof and that the same is true to the Contractor or Subcontractor's best knowledge and belief. 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. Certified statements for each week during which the Contractor or Subcontractor has employed a worker on completion of the applicable Task Order shall be submitted once a month or upon job completion, with the Contractor’s invoice, by the fifth business day of the following month. If certified payroll statements are not submitted, City will withhold

25% retainage of any amount earned by Contractor until such certified payroll statements are submitted. Once submitted, the 25% retainage will be paid to Contractor within 14 days of receipt of the certified payroll statements.

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https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

8.9.2 The Contractor and Subcontractors shall preserve the certified statements for a period of six years from the date of completion of the Contract.

8.9.3 City will pay the required fee(s) to the Oregon Bureau of Labor and Industries, as applicable.

8.9.4 Pursuant to ORS 279C.825 and in accordance with administrative rules promulgated by the

Commissioner of the Bureau of Labor and Industries, Contractor must pay a fee to the City

(City must submit fee to the Bureau of Labor and Industries) equaling 1/10 of one percent of the Task Order price, however, the fee shall not be less than $250 nor more than $7500, regardless of the Task Order price. City may withhold the amount of this fee from any amounts due Contractor.

8.10 Pursuant to ORS 279C.505 and as a condition to City’s performance hereunder, the

Contractor shall:

8.10.1 Make payment promptly, as due according to the applicable prevailing wage rates, to all persons supplying to Contractor labor or materials for the prosecution of the Work provided for in this Contract.

8.10.2 Pay all contributions or amounts due to the State Industrial Accident Fund from such

Contractor or Subcontractor incurred in the performance of the Contract.

8.10.3 Not permit any lien or claim to be filed or prosecuted against the City on account of any labor or material furnished. Contractor will not assign any claims that Contractor has against City, or assign any sums due by City, to Subcontractors, Suppliers, or manufacturers, and will not make any Contract or act in any way to give Subcontractors a claim or standing to make a claim against the City.

8.10.4 Pay to the Department of Revenue all sums withheld from employees pursuant to ORS

316.167.

8.10.5 Contractor and Subcontractors must give written notice to all persons furnishing labor under this Contract, of the number of hours per day and the days of the week required for performance of the Work per OAR 839-025-0020 (2) (a).

8.11 Pursuant to ORS 279C.515, and as a condition to City's performance hereunder, Contractor agrees:

8.11.1 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 the project as such claim becomes due, the proper officer(s) representing the City may pay the claim and charge the amount of the payment against funds due or to become due

Contractor under this Contract. Payment of claims in this manner shall not relieve the

Contractor or the Contractor's surety from obligation with respect to any unpaid claims.

8.11.2 If the Contractor or a first-tier Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the public contract for a public improvement within 30 Days after receipt of payment from City or a contractor, the contractor or first-tier Subcontractor shall owe the person the amount due plus interest charges commencing at the end of the 10-Day period that payment is due under ORS

279C.580(3) and ending upon final payment, unless payment is subject to a good faith dispute as defined in ORS 279C.580. The rate of interest charged to the Contractor or first-tier Subcontractor on the amount due shall equal three times the discount rate on 90-Day commercial paper in effect at the Federal Reserve Bank in the Federal Reserve that includes

Oregon on the date that is 30 Days after the date when payment was received from City or from the Contractor, but the rate of interest shall not exceed 30 percent. The amount of interest may not be waived.

8.11.3 If the Contractor or a Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the Contract, the person may file a complaint with the Construction Contractors City, unless payment is subject to a good faith dispute as defined in ORS 279C.580. Every contract related to this Contract shall contain a similar clause.

8.11.4 Pursuant to ORS 279C.580, Contractor shall include in each subcontract for property or services entered into by the Contractor and a first-tier Subcontractor, including a material

Supplier, for the purpose of performing a construction contract:

8.11.4.1 A payment clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within 10 Days out of such amounts as are paid to the Contractor by City under the Contract.

8.11.4.2 An interest penalty clause that obligates the Contractor if payment is not made within

30 Days after receipt of payment from City, to pay to the first-tier Subcontractor an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the subcontract pursuant to paragraph 8.1 of this subsection. Contractor or first-tier Subcontractor shall not be obligated to pay an interest penalty if the only reason that the Contractor or first-tier Subcontractor did not make payment when payment was due is that the Contractor or first-tier Subcontractor did not receive payment from City or Contractor when payment was due. The interest penalty shall be for the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and shall be computed at the rate specified in ORS 279C.515(2).

8.11.4.3 A clause which requires each of Contractor's Subcontractor's to include, in each of their contracts with lower-tier Subcontractors or Suppliers, provisions to the effect that the first-tier Subcontractor shall pay its lower-tier Subcontractors and Suppliers in accordance with the provisions of subsections (a) and (b), above and requiring each of their Subcontractors and Suppliers to include such clauses in their subcontracts and supply contracts.

8.12 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.

8.13 Contractor warrants that it is not delinquent in the filing or payment of any Oregon income taxes, Oregon personal property taxes, Oregon municipal taxes, or Oregon real property taxes and that it has otherwise complied with all Oregon tax laws and all tax laws of those Oregon municipalities to which Contractor is subject.

8.14 Pursuant to ORS 279C.530, and as a condition to City's performance hereunder, Contractor shall promptly, as due, make payment to any person, partnership, 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, all sums of which the Contractor agrees to pay for such services and all moneys and sums which the Contractor has collected or deducted from the wages of personnel pursuant to any law, contract or contract for the purpose of providing or paying for such services.

8.15 Pursuant to ORS 279C.520 and as a condition to City's performance hereunder, no person shall be employed to perform Work under this Contract for more than 10 hours in any one day or

40 hours in any one week, except in cases of necessity, emergency or where public policy absolutely requires it. In such instances, Contractor shall pay the employee at least time and a half pay:

8.15.1 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; or

8.15.2 For all overtime in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive Days, Monday through Friday; and

8.15.3 For all Work performed on Saturday and on any legal holiday specified in ORS 279C.540.

This section will not apply to Contractor's Work under this Contract if Contractor is currently a party to a collective bargaining contract with any labor organization. This Section shall not excuse

Contractor from completion of the Work within the time required under this Contract

8.16 Pursuant to ORS 279C.505, Contractor shall demonstrate that an employee drug testing program is in place. The Contractor shall demonstrate that it has a drug-testing program in place by executing a certification on a form provided by the City, which shall become a term or condition of the Contract. Failure to maintain such a program shall constitute a material breach of Contract.

8.17 Bonds.

8.17.1 The City reserves the right to request a performance and payment bond for particular dollar value assignments.

8.17.2 Contractor will:

8.17.2.1 File a public works bond with the Construction Contractors Board pursuant to ORS

279C.836 before starting work under the Task order, unless exempt under ORS

279C.836(2) (7) or (8), in an amount of not less than $30,000.

8.17.2.2 Include in every subcontract a provision requiring the Subcontractor to file a public works bond with the Contractors Board pursuant to ORS 279C.836 before starting work as part of the Task Order, unless exempt under ORS 279C.836(2), (7) or (8).

8.18 Retainage

8.18.1 Retainage shall be withheld and released in accordance with ORS 279C.550 to 279C.570.

8.18.2 City may reserve as retainage from any progress payment an amount not to exceed five percent of the payment. As Work progresses, City may reduce the amount of the retainage and may eliminate retainage on any remaining monthly Contract payments after 50 percent of the Work under the Contract is completed if, in the City’s opinion, such Work is progressing satisfactorily. Elimination or reduction of retainage shall be allowed only upon written application by the Contractor, which application shall include written approval of

Contractor's surety; except that when the Work is 97-1/2 percent completed the City may, at its discretion and without application by the Contractor, reduce the retained amount to

100 percent of the value of the Work remaining to be done. Upon receipt of written application by the Contractor, City shall respond in writing within a reasonable time.

8.18.3 In accordance with the provisions of ORS 279C.560 and related Oregon administrative rules, Contractor may request in writing:

8.18.3.1.1 to be paid amounts which would otherwise have been retained from progress payments where Contractor has deposited acceptable bonds and securities of equal value with City or in an escrow account, satisfactory to City, with an approved bank or trust company to be held in lieu of the cash retainage for the benefit of City;

8.18.3.1.2 that retainage be deposited in an interest-bearing account, in a bank, savings bank, trust company or savings association for the benefit of City, with earnings from such account accruing to the Contractor; or

8.18.3.2 that the City allow Contractor to deposit a surety bond for the benefit of City, in a form acceptable to City, in lieu of all or a portion of funds retained, or to be retained. Such bond and any proceeds therefrom shall be made subject to all claims and liens in the manner and priority as set forth for retainage under ORS 279C.550 to ORS 279C.570.

8.18.4 Where the City has agreed to the Contractor's election of option (a) or (b), City may recover from Contractor any additional costs incurred through such election by reducing

Contractor's final payment. Where the City has agreed to Contractor's election of option

(c), Contractor shall accept like bonds from Subcontractors and Suppliers on the Project.

If Contractor elects option (b), the City will not place the retainage into an escrow account.

8.18.5 The retainage held by City shall be included in and paid to the Contractor as part of any final payment of the Task Order’s Contract Price. The City shall pay to Contractor interest at the rate of one and one-half percent per month on the final payment due Contractor, interest to commence 30 days after the Work under the Task Order has been completed and accepted and to run until the date when final payment is tendered to Contractor. The

Contractor shall notify City in writing when the Contractor considers the Work complete and City shall, within 15 days after receiving the written notice, either accept the Work or notify the Contractor of Work yet to be performed on the Task Order. If City does not within the time allowed notify the Contractor of Work yet to be performed to fulfill contractual obligations, the interest provided by this subsection shall commence to run 30 days after the end of the 15-day period.

8.18.6 In accordance with the provisions of ORS 279C.560, City shall reduce the amount of the retainage if the Contractor notifies the City that the Contractor has deposited in a bank or trust company, in a manner authorized by the City, bonds and securities of equal value of a kind approved by the City.

8.19 Contractor and its Subcontractors, if any, are subject to Oregon Workers’ Compensation

Law, which requires all employers that employ subject workers who work under this Contract in the State of Oregon to comply with ORS 656.017 and provide the required workers’ compensation coverage, unless such employers are exempt under ORS 656.126.

8.20 Requirements for doing electrical work on new or existing City facilities.

8.20.1 All contractors performing electrical work on City facilities must comply with all applicable requirements of the NFPA 70E Standards.

8.20.2 Unless the City determines in its sole discretion that a Contractor’s attendance is not necessary, Contractors will be required to attend a Pre-Task Meeting with the Project

Manager and Electrical Signing Supervisor or designee to discuss the hazards and safe work procedures for all electrical work to be performed on existing or new City facilities.

8.20.3 If the work performed changes or alters the Arc Flash Analysis, contractor is required to provide an updated Arc Flash Analysis and any required labeling to the Operations

Manager and the Department occupying the facility were the work was performed.

8.20.4 In addition to the above, Contractors performing electrical Work must:

8.20.4.1 Hold an electrical contractor license. This is a specialized license allowing a company to perform electrical Work. Oregon’s Building Codes Division issues the electrical license.

8.20.4.2 Hold a valid General Contractor’s license or a Specialty Contractors License from the

State of Oregon Construction Contractors Board.

8.20.5 The person(s) actually installing or modifying any electrical system in accordance with the

Work must possess a valid General Journeyman Electrical license issued by the State of

Oregon.

8.21 During the performance of this Contract, Contractor shall comply with all federal, state and local laws, codes, regulations and ordinances applicable to the Work including but not limited to obtaining an applicable Business License. Failure to comply with such requirements shall constitute a breach of Contract and shall be grounds for Contract termination. Damages or costs resulting from noncompliance shall be the responsibility of Contractor.