Sample Contract - Public Works Agreement.pdf

[[ Contract Number ]]

MULTNOMAH COUNTY PUBLIC WORKS AGREEMENT

Contract Number: [[ Contract Number ]]

This contract (“Contract”) is an agreement between MULTNOMAH COUNTY (“County”) and [[ Name (Primary Second Party) ]] (“Contractor”). The County and Contractor (collectively, the “Parties”) agree as follows:

Term. The term (“Term”) of this Contract shall commence on [[ Start Date ]] (“Effective Date”) and terminate on [[ End Date ]] unless earlier terminated as provided below.

Contract Documents. This Contract includes the following Standard Terms and Conditions and the terms and conditions contained in the following attached exhibits:

Exhibit No. Description Omitted Included 1 Scope of Work and Other Terms X 2 Insurance Requirements X

3 Certification Statement for Corporation or Independent Contractor X

4 Worker’s Compensation Exemption Certificate X

5 - 8 NOT USED N/A N/A

9 Multnomah County Sheriff’s Office Records Check Authorization X

10 Correctional Facility Work Rules X 11 JCAHO Interim Life Safety Measures X Attachment Description Omitted Included A Rate Sheet X

CONTRACTOR DATA AND SIGNATURE

Contractor’s Address: [[ Street Line 1 (Primary Second Party) ]], [[ City/Town (Primary Second Party) ]]; [[ State/Province (Primary Second Party) ]] [[ Postal Code (Primary Second Party) ]]

I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms.

Signature Title

Name (please print) Date

MULTNOMAH COUNTY SIGNATURE

This Contract is not binding on the County until signed by the Chair or the Chair’s designee.

County Chair or Designee: Date:

County Attorney Review Reviewed:

JENNY M. MADKOUR, COUNTY ATTORNEY

FOR MULTNOMAH COUNTY, OREGON

______________________________________________ Date:

SAMPLE

Assistant County Attorney

STANDARD TERMS AND CONDITIONS

1. Statement of Work. Contractor shall perform the work (“Work”) described in the Scope of Work in Exhibit 1.

2. Assignment and Subcontracts. Contractor shall not assign or transfer any of its interest in this Contract without the prior written consent of the County. Brokering of this Contract to another contractor is not permitted. Contractor shall contact County prior to negotiating any subcontracts and shall obtain approval from County before entering into any subcontracts for goods or services to be provided under this Contract. County reserves the right to reasonably reject any subcontractor or supplier, and Contractor is not entitled to any additional compensation as a result of such rejection. All subcontracts for Work under this Contract shall include the terms and conditions of this Contract.

3. Termination.

a. Termination for Cause. The County may terminate this Contract in whole or in part if the Contractor is in default of its obligations under this Contract. The Contractor is in default if it (i) fails to prosecute the Work with diligence to insure its completion within any time specified in this Contract, (ii) fails to complete the Work in accordance with the plans and specifications or fails to follow the directions of the County’s representative listed on Exhibit 1, or (iii) fails to comply with other provisions of the Contract documents or disregards laws and ordinances applicable thereto. If it is later determined that the Contractor was not in default, the Contractor’s remedies are the same as if this Contract was terminated for convenience. Termination by County will not result in the waiver of any claim or remedy County may have against Contractor.

b. Termination for Convenience. The County may terminate this Contract for convenience if termination is in the County’s best interests. If the County terminates this Contract for convenience, the Contractor shall immediately stop all Work and terminate all subcontracts and cancel all purchases related to this Contract. Thereafter the Contractor will be paid (i) for the cost of the Work performed prior to termination, plus 10% for overhead and profit, (ii) storage, transportation and other costs necessary for the preservation, protection or disposition of inventory, and (iii) reasonable costs involved in terminating any subcontractors or suppliers. No other costs shall be paid. The Contractor will not be paid for any loss of anticipated profits on unperformed Work, quote preparation costs, or any other sum not specifically included herein.

4. Access to Records. Contractor shall maintain all books, documents, papers and records (“Records”) pertinent to this Contract for three years following final payment. County shall have the right to direct access to the Records for the purpose of conducting audits and making copies.

5. Ownership of Work. All work products, reports or documentation that result from this Contract or that the Contractor has specifically developed or acquired for the performance of the Work under this Contract (collectively, the “Work Products”) are the exclusive property of the County. If this Contract is terminated prior to completion, County may require the Contractor to transfer and deliver the Work Products to County.

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

a. Contractor shall make payment promptly, as due, to all persons supplying to the Contractor labor or material for the prosecution of the Work provided for in this Contract; pay all contributions or amounts due the Industrial Accident Fund from the Contractor or subcontractor incurred in the performance of this Contract; not permit any lien or claim to be filed or prosecuted against the state, county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. Contractor shall further demonstrate that an employee drug testing program is in place, pursuant to ORS 279C.505.

b. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the Contractor or a subcontractor by any person in connection with this Contract as the claim becomes due, the County may pay the claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Contractor by reason of this Contract. The payment of a claim in the manner authorized in this section shall not relieve the Contractor or the Contractor’s surety from any obligation with respect to any unpaid claims. Unless the payment is subject to a good faith dispute as defined in ORS 279C.580 through 279C.590, if Contractor or any first-tier subcontractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by County, interest shall be due on the claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580 through 279C.590. In accordance with ORS 279C.515, a person with any unpaid claim may file a complaint with the Construction Contractor’s Board unless the complaint is subject to a good faith dispute as defined in ORS 279C.580 through 279C.590.

c. In accordance with ORS 279C.520, Contractor shall not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it. The laborer shall be paid at least time and a half pay when:

(i) overtime is 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; (ii) overtime is 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

(iii) Work is performed on Saturday and Sunday and legal holidays specified in any applicable collective bargaining agreement or ORS 279C.540. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week, shall not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. sections 201 to 219 from receiving overtime.

d. Contractor shall promptly, as due, make payments to any person, co-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 the Contractor, of all sums which the Contractor agrees to pay for the services and all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for the service. All employers working under this Contract are subject employers that will comply with ORS 656.017, unless exempt under ORS 656.126.

e. Contractor shall maintain in effect all licenses, permits and certifications required by State law or County policy for the performance of the Work. Contractor shall notify County immediately if any license, permit, or certification required for performance of this Contract shall cease to be in effect for any reason.

f. Contractor shall include in each subcontract for property or services with a first tier subcontractor a clause that obligates the Contractor to pay the first tier subcontractor for satisfactory performance under its subcontract within 10 days out of the amounts as are paid to the Contractor by the County.

Contractor shall also include in each subcontract a clause that states that if the Contractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by County, interest shall be due on the claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580 through 279C.590. Contractor shall require each first tier subcontractor to include a payment clause and interest clause conforming to the requirements of ORS 279C.580 through 279C.590 in each of its subcontracts, and to require each of its subcontractors to include a similar clause in each contract with a lower tiered subcontractor or supplier.

g. In accordance with ORS 279C.510, if the Work includes demolition, the Contractor shall salvage or recycle construction and demolition debris, if feasible and cost-effective. If this Contract includes lawn or landscape maintenance, the Contractor shall compost or mulch yard waste material at an approved site, if feasible and cost-effective.

h. Clean Air Construction Standards. If the original Contract Price of this Contract, including all associated subcontracts, equals or exceeds $500,000 and the Work includes the provision of

“Construction Services” as that term is defined in Multnomah County Administrative Procedure PUR-10 (“PUR-10”), then Contractor shall perform the Work in accordance with the terms and conditions of PUR-10, except as otherwise provided in the Phase-In Schedule in PUR-10 at Section VII. An official copy of PUR-10 may be obtained online at:

https://www.multco.us/purchasing/mandated-laws-regulations

7. Compliance with Tax Law. Contractor shall pay all taxes owed to a public body, as defined in ORS 174.109, and attests to compliance with the tax laws of this state or a political subdivision of this state including, but not limited to ORS 305.620, and ORS chapters 316, 317, and 318. Contractor will continue to comply with the tax laws of this state or a political subdivision of this state during the term of this contract. Failure to comply with this contract term is a default for which County may terminate the contract and seek damages and other relief available.

8. Indemnity. Contractor shall defend, save, hold harmless, and indemnify County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney’s fees, resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, except to the extent any of the same is caused in whole or in part by the negligence of County and its officers, employees and agents or any of them.. Contractor shall have control of the defense and settlement of any claim that is subject to this section. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of County or any department of County, nor purport to act as legal representative of County or any of its departments, without first receiving from the Multnomah County Attorney’s Office, authority to act as legal counsel for County, nor shall Contractor settle any claim on behalf of County without the approval of the Multnomah County Attorney’s Office. County may, at its election and expense, assume its own defense and settlement.

9. Insurance. Contractor shall provide insurance in accordance with Exhibit 2.

10. Right to Withhold Payments. County shall have the right to withhold from payments due Contractor such sums as necessary, in County’s sole opinion, to protect County against any loss, damage or claim which may result from Contractor's performance or failure to perform under this Contract or the failure of Contractor to make proper payment to any suppliers or subcontractors. If a liquidated damages provision is contained in the Scope of Work and if Contractor has violated that provision, County shall have the right to withhold from payments due Contractor such sums as are required to satisfy County’s claims under that provision.

11. Quality of Goods and Services. Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of the highest quality. All workers and subcontractors shall be skilled in their trade. Contractor guarantees all Work against defects in material or workmanship for a period of two years from the date of acceptance or final payment from County, whichever is later. Contractor shall assign all manufacturers’ warranties to County and all guarantees and warranties of goods supplied under this Contract shall be deemed to run to the benefit of County. Contractor shall provide County with all manufacturer’s warranty documentation and operations and maintenance manuals.

12. Warranty. Neither final payment nor any provision of the Contract Documents shall relieve the Contractor from responsibility for defective Work. Unless a longer period is specified elsewhere herein, Contractor shall correct all defects that appear in the Work within a period of two years from the date of issuance of the written notice of substantial completion by the County except for latent defects which will be remedied by the Contractor at any time they become apparent. The County shall give Contractor notice of defects with reasonable promptness. Contractor shall perform warranty work within a reasonable time after County’s demand. If Contractor fails to complete the warranty work within the period as County determines reasonable, or at any time in the event of warranty work consisting of emergency repairs, without affecting Contractor’s obligations, County may perform the warranty work and Contractor shall reimburse County all costs of the same within 30 days after demand. In addition to Contractor's warranty, manufacturer's warranties shall pass to the County and shall not take effect until the Work has been accepted in writing by the County's Authorized Representative.

13. Registration with Construction Contractor’s Board; Landscape License Requirement. Contractor and all subcontractors performing construction work under this Contract shall at all time during the Term of this Contract be registered with the Construction Contractors Board in accordance with the requirements of ORS Chapter 701. Contractor shall certify that each landscape construction professional or landscape contracting business, as defined in ORS 671.520(1) and (2), performing Work under this Contract holds a valid landscape contractor's license issued pursuant to ORS 671.560.

14. Minimum Wage Rates on Public Contracts; Payroll Certification Requirements; Additional Retainage.

a. If Exhibit 1 to this Contract requires compliance with the provisions of ORS 279C.800 through

279C.870, Contractor shall comply fully with those statutory provisions and the provisions of this section 13. Documents establishing prevailing wage, as determined by the Commissioner of the Bureau of Labor and Industries (BOLI), are included as attachments to this Contract. Every subcontract shall contain a provision requiring payment of prevailing wage pursuant to the provisions of ORS 279C.800 through 279C.870.

b. Contractor and every subcontractor shall submit written certified statements to the County's Authorized Representative, on forms acceptable to County, certifying (1) the hourly rate of wage paid each worker which the Contractor or the subcontractor has employed on the project and (2) certifying that no worker employed on the project has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in this Contract. The 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 the project shall be submitted once a month, by the fifth business day of the following month. The Contractor and subcontractors shall preserve the certified statements for a period of three years from the date of completion of this Contract.

c. Pursuant to ORS 279C.845(7), the County shall retain 25 percent of any amount earned by the Contractor on this public works project until the Contractor has filed the certified statements required by section 13.b. The County shall pay to the Contractor the amount retained under this subsection within 14 days after the Contractor files the required certified statements, regardless of whether a subcontractor has failed to file certified statements. The County is not required to verify the truth of the contents of certified statements filed by the Contractor.

d. Pursuant to ORS 279C.845(8), the Contractor shall retain 25 percent of any amount earned by a first-tier subcontractor on this public works project until the first-tier subcontractor has filed with the County the certified statements required by section 13.a. Before paying any amount retained under this section, the Contractor shall verify that the first-tier subcontractor has filed the certified statement. Within 14 days after the first-tier subcontractor files the required certified statement, the Contractor shall pay the first-tier subcontractor any amount retained under this section.

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

16. Waiver. The failure of the County to enforce any provision of this Contract shall not constitute a waiver by the County of that or any other provision.

17. Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and ordinances of the County.

18. 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 this Contract did not contain the particular term or provision held invalid.

19. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the Parties. All understandings and agreements between the Parties, and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in terms of this Contract shall bind either party unless in writing signed by both Parties.

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

21. EEO Compliance. Contractor agrees that if, at any time under the term of this Contract, it has employees and will earn more than $75,000 as a result of this Contract, Contractor will not:

a. Discriminate against employees or applicants based on race, color, religion, sex, familial status, national origin, age, mental or physical disability, sexual orientation, gender identity, or source of income;

b. Solicit or consider employment recommendations based on factors other than personal knowledge or records of job-related abilities or characteristics;

c. Coerce the political activity of any person;

d. Deceive or willfully obstruct anyone from competing for employment;

e. Influence anyone to withdraw from competition for any position so as to improve or injure the employment prospects of any other person;

f. Give improper preference or advantage to anyone so as to improve or injure the employment prospects of that person or any other employee or applicant.

22. Safety, Access, Conduct. Contractor shall take all necessary precautions for the safety of employees and others in the vicinity of the Work being performed under this Contract and shall comply with all applicable provisions of federal, state and local safety laws. Contractor shall erect and maintain safety barriers as needed to prevent public access to the Work area. All material, tools and equipment shall be kept out of reach of the general public. Contractor shall plan movement of materials and equipment to minimize conflicts with office staff and their clients. Contractor and Contractor’s employees shall interact with the County staff and the public in a polite and respectful manner.

23. Hazard Communication. Contractor shall strictly adhere to, coordinate with the County and document full compliance with the policies and procedures of the Oregon Occupational Safety and Health Code, OAR Chapter 437, Division 2, Hazard Communication. Contractor and all subcontractors and suppliers within Contractor’s control shall notify County of all hazardous materials to which Contractor, County staff or the public may be exposed on site, all measures that will be taken to lessen the possibility of exposure and reduce risk of exposure, and all procedures to follow if exposed. Contractor shall provide the County with all Material Safety Data Sheets (MSDS) prior to delivery or introduction of hazardous materials on site.

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

25. Bonds. If the provisions of ORS 279C.800 through 279C.870 regarding payment of prevailing wage in section 13 above apply to this Contract, then before starting the Work the Contractor shall file with the Construction Contractors Board, and maintain in full force and effect, the separate public works bond required by ORS 279C.836, unless otherwise exempt under those provisions. The Contractor shall also include in every subcontract a provision requiring the subcontractor to have a public works bond filed with the Construction Contractors Board before starting Work, unless otherwise exempt, and shall verify that the subcontractor has filed a public works bond before permitting the subcontractor to start Work. Other bonds may be required as provided elsewhere in this Contract.

26. Liens. Contractor shall not permit any liens to be placed on any County property and guarantees that all products and materials supplied are free from encumbrances.

27. Third Party Beneficiary. County and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless the third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

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

EXHIBIT 1

To

CONTRACT NO. [[ Contract Number ]]

SCOPE OF WORK and OTHER TERMS

1. Scope of Work. Contractor shall perform the following Work:

Overview. The Contractor shall provide [[INSERT BRIEF DESCRIPTION OF GOODS OR SERVICES]] (the ‘Work”) on a(n) [[on call, scheduled, requirements]] basis. Contractor must provide all equipment, labor and materials including management, mobilization, tools, fuel, equipment, and personal protective equipment at Work site(s).

Work includes but is not limited to:

[[ADD SCOPE THAT IS UNIQUE TO THIS CONTRACT HERE.]]

Work performance.

• Contractor shall perform Work in a manner that is compliant with all applicable rules, regulations and laws of all authorities having jurisdiction. Contractor is responsible for acquiring all necessary licenses and permits to perform the Work.

• Schedule work with County Authorized Representative. County Authorized Representative must be notified forty-eight (48) hours prior to all utility interruptions.

• The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to (1) all employees on the Work and other persons who may be affected thereby, (2) all the Work and all materials and equipment to be incorporated therein, and (3) other property at the Work site. Contractor shall bear all risk of loss to the Work, or materials or equipment for the Work due to fire, theft, vandalism, or other casualty or cause, until the Work is fully completed and accepted by the Owner. Contractor shall comply with all applicable laws, ordinances, rules, regulations and orders of any public authority having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss. All damage or loss to any property caused in whole or in part by the Contractor, any Sub Contractor, any Sub-Subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, shall be remedied by the Contractor.

• In the event of accidents of any kind, the Contractor shall notify the County immediately and furnish the County with copies of all reports of such accidents at the same time that the reports are forwarded to any other interested parties.

• The Contractor agrees to remove any of its employees from County sites who in the sole opinion of the County Authorized Representative are guilty of improper conduct or incapable of performing the required Work under this Contract.

• The Contractor at all times shall keep the premises free from accumulation of waste materials and debris caused by Contractor's operations. At the completion of the Work, Contractor shall leave the Work site in a neat and orderly condition.

Minimum amount of Work and/or increase or decrease in Work.

• County makes no guarantees, warranties or representations on a minimum amount of Work to be performed under this Contract.

• During the term of this Contract, County shall have the option to increase or decrease the Work and/or frequency of the Work to be performed under this Contract. All Work performed under this Contract will be charged at the Contract rates.

Contractor Requirements.

• Sheriff’s Background Check. All Contractor employees who will perform Work under this Contract may be required to pass a Multnomah County Sheriff's Office Records Check Authorization. The County Contract Administrator will contact Contractor to complete the Records Check

Authorization process prior to Contractor proceeding with the Work. Any prior felony conviction will eliminate Contractor's employee's ability to work under this Contract. Each authorized Background Check is valid for twenty-four (24) months from the original date of approval. The County must be notified immediately of any felony or misdemeanor conviction which occurs during the 24-month period by any of Contractor's employees who have previously passed a Background Check. Failure of Contractor to notify County of any felony or misdemeanor conviction may result in the termination of this Contract, with the County having no further obligation to the Contractor.

• District Attorney Background Check. All Contractor employees who will perform Work under this Contract may be required to pass a Multnomah County District Attorney Records Check Authorization. The County Contract Administrator will contract Contractor to complete the Records Check Authorization process prior to Contractor proceeding with the Work. Any prior felony conviction will eliminate Contractor's employee's ability to work under this Contract. Each authorized Background Check is valid for twenty-four (24) months from the original date of approval. The County must be notified immediately of any felony or misdemeanor conviction which occurs during the 24-month period by any of Contractor's employees who have previously passed a Background Check. Failure of Contractor to notify County of any felony or misdemeanor conviction may result in the termination of this Contract, with the County having no further obligation to the Contractor.

• Correctional Facility Work Rules. All Contractor personnel shall follow the Multnomah County Correctional Facility Work Rules when working in any detention facility. A current copy of the Correctional Facility Work Rules will be provided to Contractor by the Multnomah County Contract Administrator and must be acknowledged and signed by Contractor prior to Contractor proceeding with the Work. Contractor and Contractor's personnel shall follow all of County's established security procedures while working in the facility including training and the signing of any documents acknowledging the receipt and understanding of training or any other agreements proffered by Sheriff's department personnel to allow access to secured facilities. Contractor may request to view copies of the required materials at any time.

• JCAHO Requirements. One or more of the facilities where the Contractor may perform Work are health clinics accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO). If a facility is accredited by JCAHO then the Contractor must comply with the JCAHO Safety Measures for Contractors when providing Work to those facilities. A current copy of the JCAHO Safety Measures for Contractors will be provided to Contractor by the Multnomah County Contract Administrator prior to Contractor proceeding with the Work.

• Health Insurance Portability and Account (HIPAA). As part of the Work by Contractor and its personnel at the building, they may be working in areas which are operating as health care facilities where Protected Health Information is situated. Protected Health Information (“PHI”) means any information in oral, written or electronic form that relates to: (i) the past, present or future physical or mental health or condition of an individual, (ii) the provision of health care to an individual, (iii) demographic information collected on or about an individual and (iv) payment for providing health care to an individual, whenever the individual is personally identifiable.

Contractor and its personnel are not entitled to view or hear any PHI for any purpose whatsoever.

Accordingly, Contractor for itself and on behalf of its personnel agrees that: (i) they will not invade client privacy by inquiring about or asking to see any PHI, (ii) they shall protect and refrain from disclosing the PHI as present in the building should they inadvertently come into contact with any PHI, (iii) they not review use, disclose or copy any PHI. There are both federal and state laws which safeguard the privacy of PHI from unauthorized access, use or disclosure. Breach of any term of these HIPAA sections may result in immediate termination of this Contract.

Sustainability requirements.

• Contractor shall plan for route optimization in providing services.

• Contractor shall make a reasonable effort to include diverse suppliers, vendors, and subcontractors in the conduct of your business and supply chain.

• Contractors shall use recyclable products and products which contain recycled content to the maximum extent economically feasible in the performance of the Contract Work set forth in this document.

Confidentiality.

• All information and documents contained within the Work site (“Confidential Information”) shall be considered privileged and confidential and shall be treated as such by the Contractor and its personnel. Any disclosure of Confidential Information or removal of any property from the building by Contractor personnel may be cause for immediate termination of this Contract.

• Any liability, including, but not limited to, attorney’s fees, resulting from any action or suit brought against the County as a result of the Contractor’s and/or its personnel’s willful or negligent disclosure of Confidential Information shall be borne by Contractor.

Publicity. Any publicity giving reference to Work covered by the Contract, whether in the form of press releases, brochures, photographic coverage, or verbal announcements, requires prior written approval from County Authorized Representative.

Cooperative Purchasing. Other public agencies may establish contracts or price agreements directly with Contractor under the same terms, conditions and prices of this Contract, pursuant to ORS 279A.215 and provided Contractor agrees to extend the terms, conditions and prices of this Contract to the other contracting public agency.

2. Completion Date. All Work shall be completed not later then: [[DATE]]

OR

Completion Date. Complete all Work for Substantial Completion no later than [[How many months after Notice to Proceed should Substantial Completion occur?]] month(s) after Notice to Proceed is issued by the County Authorized Representative. Final completion shall be by [[How many months after Substantial Completion should Final Completion occur]] month(s) after Substantial Completion.

3. The total maximum expenditure under this Contract, including expenses, is [[ Maximum/Estimated Contract Value]].

4. Applications for Payment. Contractor shall submit applications for payment in accordance with the following:**

4.1. Billing Invoice Deadlines. Contractor shall submit invoices within thirty (30) calendar days after the Work is completed.

• Exception - Work which occurred within the month of June. Submit invoice no later than July 15th. Reason: processing for County Fiscal Year end deadlines.

• Exception – Work which is ongoing before and after June 30th. Submit partial billing for all Work which occurred on or before June 30th. Note billing clearly as partial billing through June 30th. Reason: processing for County Fiscal Year end deadlines.

4.2. Contractor shall be paid for the Work on the following basis:

Time and materials - Laborers.

• All Work provided under this Contract shall be on an hourly, time and materials basis. The rates are outlined in Attachment A – Rate Sheet.

• The rates outlined in Attachment A – Rate Sheet shall only be paid for productive time.

Productive time shall begin when Contractor’s employees arrive on site to provide Work and end when Work is completed or when Work has ended for the day.

• All administrative expenses (including, but not limited to, any fees associated with office or administrative support or resources, insurance, certifications required by Contractor in its normal course of business, and any expenses associated with processing County’s payments) shall be included in Contractor’s hourly rates. Parking expenses and parking fines will not be reimbursed.

Time and materials - Service.

• All Work provided under this Contract shall be on an hourly, time and materials basis. The rates are outlined in Attachment A – Rate Sheet.

• All administrative expenses (including, but not limited to, any fees associated with office or administrative support or resources, insurance, certifications required by Contractor in its normal course of business, and any expenses associated with processing County’s payments) shall be included in Contractor’s hourly rates. Parking expenses and parking fines will not be reimbursed.

Monthly progress payments.

• Payments for services and reimbursable expenses shall be made monthly, following

County’s review and approval of detailed invoices submitted by the Contractor and acceptance of services or approval of reimbursable expenses by County. Monthly progress invoices will be submitted to the County at the beginning of each month.

Upon acceptance of Work.

• Payment will be made after acceptance, by the County, of completed Work.

County will pay reimbursable expenses on the following terms and conditions:

Expenses allowed are limited to and shall be paid based on the actual, verifiable, and documented costs to the Contractor (maximum 10% markup of direct cost) and subject to approval of the County and include:

• expenses for travel more than 20 miles outside Multnomah County if approved by the

County in advance and in writing;

• reproductions, plots, standard form documents, postage, handling and delivery of instruments of service; and

• renderings, models and mock-ups requested by County.

County will not pay reimbursable expenses.

4.3. Contract Price Adjustment.

There are no price adjustment considerations for this Contract.

Contract may be adjusted annually.

• No increase in any fee, cost, price, or other rate charged by Contractor to County (“Rate”) shall occur during the first year of the Contract. Thereafter, such Rate may be increased once per annum, but no increase in any Rate shall occur unless Contractor provides written notice of such Rate increase to County’s Authorized Representative at least sixty

(60) days prior to an anniversary date of the Contract. For the second year of the Contract, the increase allowed in this paragraph shall be limited to the lesser of (i) three percent (3%); (ii) the increase in Contractor’s published rates charged to all clients for the fully loaded services similar to the Work described herein; or (iii) the percentage increase in the published U.S. Department of Labor Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, not seasonally adjusted, 1982-1984=100 reference base (Series Id: CUUR0000SA0) (“CPI”) as of the anniversary date over the published CPI prior to the commencement date of the Contract. In subsequent years, the increase allowed in this paragraph shall be limited to the lesser of (x) three percent (3%); (y) the increase in Contractor’s published rates charged to all clients for services similar to the Work described in the Contract; or (z) the percentage increase in the published CPI between anniversary dates.

• Further, County shall be given the immediate benefit of any Rate decrease. Contractor shall promptly notify County’s Authorized Representative of the amount and effective date of such decrease. This decrease shall apply to orders placed on or after the effective date of the decrease. Invoices shall reflect prices in effect on the date the order was placed with the Contractor.

4.4. Invoicing. Upon completion of the project, Contractor shall submit an invoice to the following:

Multnomah County Attn: DCA Finance Hub – FPM 501 SE Hawthorne Blvd, Ste 400 Portland OR 97214-3586

All invoices shall contain the following information:

• Building number

• Building name

• Work order number

• Project Manager

• Name and number of Contractor employees required to perform the Work

• Hours worked per employee to perform the Work

• Materials needed to make repairs

• Materials markup (if any)

• Written summary of the Work to be performed and any other pertinent information

5. Retainage. Retainage on this Contract shall be [[ Retainage Percentage ]]% of the Contract Price. If the provisions of ORS 279C.800 through 279C.870 apply to this Contract, additional retainage in the amount of 25% of amounts earned shall be withheld and released in accordance with ORS 279C.845(7) if the Contractor fails to file certified statements as required by section 13 of the Contract.

6. Performance and Payment Bonds.

Performance and payment bonds in the amount of this Contract are required.

Performance and payment bonds in the amount of this Contract are not required.

Payment and performance bonds will be requested, at the discretion of the County Authorized Representative, as needed, by project, and where required, shall be obtained by Contractor, before Work begins.

7. Prevailing Wage Rates.

The provisions of section 13 of the Contract concerning payment of prevailing wage does not apply to this Contract.

The provisions of section 13 of the Contract concerning payment of prevailing wage do apply to this Contract. The wage rates to be paid are set forth in [[ Applicable Prevailing Wage Rate Publication ]] which is incorporated by reference. Copies are available from any office of the Wage and Hour Division of the Bureau of Labor and Industries. Copies are also available on the bureau's webpage at www.oregon.gov/boli.

8. Authorized Representatives. The Parties designate the following individuals to be their respective authorized representative (“Authorized Representative”) for all matters with respect to the Work to be performed under this Contract:

County: Name: [[ Contact Name (Primary First Party Contact) ]] Telephone No.: [[ Contact Phone Number (Primary First Party Contact) ]] Email: [[ Contact E-mail (Primary First Party Contact) ]]

Contractor: Name: [[ Contact Name (Primary Second Party Contact) ]] Telephone No.: [[ Contact Phone Number (Primary Second Party Contact) ]] Email: [[ Contact E-mail (Primary Second Party Contact) ]]

Either Party may change their Authorized Representative listed above by giving written notice to the other Party of the new contact information.

**County shall have the right to withhold from payments due Contractor such sums as are necessary in County’s sole opinion to protect County from any loss, damage, or claim which may result from Contractor’s failure to perform in accordance with the terms of the Contract or failure to make proper payment to suppliers or subcontractors. County shall not be obligated to pay Contractor until it has inspected and affirmatively accepted Contractor’s Work.

http://www.oregon.gov/boli

MULTNOMAH COUNTY CONTRACT

Exhibit 2: Insurance Requirements

This EXHIBIT 2: INSURANCE REQUIREMENTS is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Exhibit 2 is a Material Default. Contractor shall at all times maintain in force at Contractor’s expense, each insurance noted below:

i. Workers’ Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers’ compensation coverage in accordance with ORS Chapter 565 or CCB (Construction Contractors Board) for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS

565.027. Employers liability insurance with coverage limits of not less than $500,000 must be included.

ii. Commercial General Liability insurance with coverages satisfactory to the County , on an occurrence basis, with a combine single limit of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $2,000,000.

iii. Commercial Automobile Liability covering all owned, non-owned, or hired vehicles. This coverage may be written in combination the Commercial General Liability insurance (with separate limits). Combined single limit per occurrence shall not be less than $1,000,000.

iv. Professional Liability insurance covering any damages caused by error, omission or any negligent acts of the Contractor, its sub-contractors, agents, officers, or employees performance under this contract. Combined single limit per occurrence/claim shall not be less than $1,000,000.

Annual aggregate limit shall not be less than $2,000,000.

Additional Requirements: Coverage must be provided by an insurance company authorized to do business in Oregon or rated A- or better by Best’s Insurance Rating. Contractor shall pay all deductibles and retentions.

Contractor’s coverage will be primary in the event of loss.

Tail Coverage - If any of the liability insurance coverages shown are on a "claims made" basis, "tail" coverage will be required at the completion of the Contract for a duration of 24 months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following Contract completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage provided its retroactive date is on or before the effective date of the Contract. If continuous "claims made" coverage is used, Contractor shall keep the coverage in effect for duration of not less than 24 months from the end of the Contract. This will be a condition of Final Acceptance.

Certificate of Insurance Required: Contractor shall furnish a current Certificate of Insurance to the County.

Contractor shall provide renewal Certificates of Insurance upon expiration of any of the required insurance coverages. Contractor shall immediately notify the County of any change in insurance coverage. The Certificate shall also state the deductible or retention level.

The County must be listed as an Additional Insured by Endorsement on any General Liability Policy on a primary and non-contributory basis. Such coverage will specifically include products and completed operations coverage. The Certificate shall state the following in the description of operations:

“Additional Insured Form (include form number) attached. This form is subject to policy terms, conditions and exclusions.”

A copy of the additional insured endorsement shall be attached to the Certificate of Insurance required by this Contract. Complete copies of insurance policies shall be provided to the County via MMP Supplier Portal. Please send copies to https://multco.us/purchasing or email tsmmarketplacesupport@multco.us if you need further assistance. The Certificate of Insurance should list Multnomah County as Certificate holder: Multnomah County Risk Management, 501 SE Hawthorne Blvd, Suite 400, Portland, OR 97214 https://multco.us/purchasing mailto:tsmmarketplacesupport@multco.us

CAO 5/2/2022

EXHIBIT 3

MULTNOMAH COUNTY CONTRACT

Contract No. [[ Contract Number ]] Certification Statement for Corporation or Independent Contractor

Instructions: Please complete both sections below. Example: If Contractor is a Limited Liability Company, please check the “Limited Liability Company” box in Section A and check the “NOT APPLICABLE” box in Section B. Or, if Contractor is an Independent Contractor, then check “NOT APPLICABLE” in Section A, and check at least three (3) boxes in Section B to establish that the Contractor is an Independent Contractor.

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY, OR A PARTNERSHIP.

I certify under penalty of perjury that Contractor is a (check one):

☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Non-Profit Corporation authorized to do business in the State of Oregon ☐ NOT APPLICABLE – See section B.

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.

Contractor certifies under penalty of perjury, that the following statements are true:

1. If CONTRACTOR is providing services under this Contract for which registration is required under ORS Chapter 671 (architects and landscape contractors) or 701 (construction contractors), CONTRACTOR has registered as required by law.

2. CONTRACTOR is free to determine and exercise control over the means and manner of providing the service, subject to the right of the County to specify the desired results.

3. CONTRACTOR is responsible for obtaining all licenses or certifications necessary to provide the services.

4. CONTRACTOR is customarily engaged in providing services as an independent business. CONTRACTOR is customarily engaged as an Independent Contractor if at least three of the following statements are true.

NOTE: Check all that apply. You must check at least three (3) to establish that you are an Independent Contractor.

☐ A. CONTRACTOR’s services are primarily carried out at a location that is separate from CONTRACTOR’s residence or primarily carried out in a specific portion of the residence which is set aside as the location of the business ☐ B. CONTRACTOR bears the risk of loss related to the services provided under this Contract.

☐ C. CONTRACTOR provides services to two or more persons within a 12-month period…