HomeMy WebLinkAboutPublic Improvement - Laurel and 1st Waterlinewmrw-
CENTRAL
POINT
CITY OF CENTRAL POINT
PUBLIC IMPROVEMENT CONTRACT
PROJECT:
Laurel and First Street Waterline --'
THIS CONTRACT, made and entered into this // '- day of d , 204F
by and between the City of Central Point, a municipal corporation of the State of Oregon,
hereinafter called "City" and West Coast Pipeline LLC, hereinafter called "Contractor", duly
authorized to perform such services in Oregon.
Contractor Information
Address: 5924 Upton Rd., Central Point, OR 97502 Phone: 541-941-6070
Fax: 541-665-0243 Contact: Email: Justin@wcpipe.com
CCB No.: 172166 Fed ID # 51-0598959
Recital
City of Central Point selected Contractor to perform work for the City by a competitive bid
process. Contractor submitted the lowest qualified bid for the Project.
WHEREAS, 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;
TERMS & CONDITIONS OF CONTRACT
Term — Duration of Contract
This Contract shall be effective when signed by both parties and Contractor has submitted the
required certificates of insurance and performance and payment bonds. It shall remain in effect
until the work on the Project has been completed, the improvement accepted by the City, and the
warranty period has expired. The expiration of the term does not affect any right that arose prior
to expiration, and terms that by their nature survive expiration shall remain in effect after
expiration.
• Work shall commence as stated in the notice to proceed from City to Contractor
• Work shall be substantially complete by June 30, 2019.
Page I 1
Scooe of Work
Contractor shall construct Laurel and First Street Waterline Improvements
(the "Project"). The Project is described in more detail in the attached Contractor's Proposal
"Exhibit A" and as detailed in the City's Special Provisions, Standard Specifications and
Drawings for this Project. Contractor hereby agrees to fumish all of the materials, labor, water,
tools, equipment, light, power, transportation, and other work needed to construct the Project,
unless otherwise stated. Collectively all documents herein, plans, referenced laws, statutes,
codes, procedures, material specifications, and schedules are applicable to the scope of Work.
Payment
City shall pay Contractor according to the schedules and unit prices as quoted by Contractor
"Exhibit A". The maximum total payment under this Contract without approved written change
orders is $250,460.00.
Aoolication for Pavment
Contractor shall invoice the City monthly for work performed, based on an estimate of the
amount of work completed and the value of the completed work. Contractor will direct the
application for payment or invoice to the City of Central Point, Attention: Matt Samitore, Public
Works Director, 140 South Third Street, Central Point OR 97502. City shall make progress
payment equal to the value of the completed work, less amounts previously paid, less retainage
of five percent, less any deduction for claims and damages paid by the City of Central Point due
to acts or omissions of the Contractor and for which he/she is liable under this Contract within 15
days of receipt of the invoice and the prevailing wage certificates certifying that he/she has paid
not less than the prevailing rate of wages as required by ORS 279C.840. The forth/application
for payment shall be acceptable to the City of Central Point.
Aoolication Free of Encumbrances
Contractor warrants and guarantees that all work, materials and equipment covered by any
application for payment, will pass to City of Central Point at the time of payment free and clear
of liens, claims, security interests and encumbrances.
Citv Review & Aooroval of Aoolication for Pavment
The City will, after receipt of each application for payment, either indicate in writing his/her
approval of payment and present the application to the City of Central Point, or return the
application to Contractor indicating in writing his/her reasons for refusing to approve payment. In
the latter case, Contractor may make the necessary corrections and resubmit for application.
Pavment on Estimated Ouantities
Nothing contained in this contract shall be construed to affect the right, hereby reserved, to
reject the whole or any part of the aforesaid work should such work be later found not to comply
with any of the provisions of this Contract document. All estimated quantities of work for which
progress payments have been made are subject to review and correction on the final estimate.
Acceptance by the Contractor of progress payments based on periodic estimates of quantities of
work shall not, in any way, constitute acceptance of the estimated quantities used as the basis
for computing the amounts of the progress payments.
Final Pavment
Final payment shall be made in accordance with Section 00195.90 Payment of the Standard
Specifications.
Page 12
Adherence to Law
Contractor shall adhere to all applicable laws, governing its relationship with its employees,
including but not limited to laws, rules, regulations, and policies concerning workers'
compensation, and minimum and prevailing wage requirements. When multiple standards apply,
Contractor shall comply with the more stringent standard. Specifically but not by way of limitation,
this contract is subject to all applicable provisions of ORS 279C.505, 279C.510, 279C.515,
279C.520, 279C.525, 279C.530, 279C.540, 279C.570, 279C.580, and 279C.800- 279C.870.
To the extent applicable, Contractor represents that it will comply with Executive Order 11246 as
amended, Executive Order 11141, Title VI of the Civil Rights Act of 1964, Section 503 of the
Vocational Rehabilitation Act of 1973 as amended, the Age Discrimination Act of 1975, and all
rules and regulations issued pursuant to the Acts. Contractor also shall comply with the
Americans with Disabilities Act of 1990 (Pub L No. 101-336), ORS 659.425, and all regulations
and administrative rules established pursuant to those laws. Contractor agrees to comply with
ADA in its employment practices, and that it shall perform its contractual obligations consistently
with ADA requirements and regulations, state law, and applicable regulations.
Environmental
Contractor shall comply with federal, state and local agencies ordinances, rules and regulations
dealing with the prevention of environmental pollution and the preservation of natural resources
that affect the performance of the Contract. The City reserves the right if environmental
requirements (either new or existing ordinances) must be met after the award of the Contract,
City, in accordance with ORS 279C.525, may (a) Terminate the Contract; (b) Complete the work
itself; (c) Use non -City forces already under contract with the City; (d) Require that the underlying
property owner be responsible for cleanup; (e) Solicit bids for a new Contractor; and
(f) Issue the awarded Contractor a change order setting forth the additional work that must be
undertaken. In addition, (a) City must make known environmental conditions at the construction
site that may require Contractor to comply with environmental ordinances in their bid documents;
(b) If not known at the time of award, Contractor shall immediately give notice of the discovered
environmental condition to the City; (c) If an environmental emergency exists, City & Contractor
shall follow the rules (4), (5), (6), (7) & (8) under ORS 279C.525. If the City chooses to terminate
the contract under this subsection, Contractor, if no negligence or omission on his/her part, shall
be entitled to all costs and expenses incurred to the date of termination, including overhead and
reasonable profits, on the percentage of work completed. If City causes work to be done by
another entity, Contractor may not be held liable for actions or omissions of the other entity.
Oreaon State Public Contract Provisions
Contractor Shall:
• Make payment promptly, as due to all persons supplying to the contractor labor or
material for the performance of the work provided for the Contract.
• Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or
Subcontractor incurred in the Contract.
• Not permit any lien or claim to be fled or prosecuted against the City.
• Pay to the Department of Revenue all sums withheld from employees under ORS
316.167.
• Demonstrate that an employee drug testing program is in place. City has the right to
audit and/or monitor the program. On request by the City, Contractor shall furnish a
copy of the employee drug -testing program.
• Salvage or recycle construction and demolition debris, if feasible and cost-effective.
Page 13
Promot Pavment/Contractor Refusal to Make Pavment:
• 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 public improvement contract as the claim becomes due, the City 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 the contract.
• If Contractor or first-tier Subcontractor fails, neglects or refuses to make payment to a
person furnishing labor or materials in connection with this contract within 30 days after
receipt of payment from the City (or in a rase of Subcontractor, from Contractor),
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 (4) and ending upon final payment, unless payment is subject to a good faith
dispute as defined in ORS 279C580. The rate of interest charged to the Contractor or
fist -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
district that includes Oregon on the date that is 30 days after the date when payment
was received from the contracting agency or from the Contractor, but the rate of interest
may not exceed 30 percent. The amount of interest may not be waived.
• If Contractor or a Subcontractor fails, neglects or refuses to make payment to a person
furnishing labor or material in connection with, the person may file a complaint with the
Construction Contractor Board (CCB), unless payment is subject to a good faith dispute
as defined in ORS 279C.580.
• The payment of a claim in the manner authorized in this section does not relieve the
Contractor or the Contractor's surety from obligation with respect to any unpaid claims.
Hours of Labor— Postino Hours of Labor:
• For work under this contract, a person may not be employed for more than 10 hours in
any one day, or 40 hours of work in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in those cases, the
employee shall be paid at least time and a half pay:
a. For all overtime in excess of eight hours in any one day or 40 hours in
any one week when the work week is five consecutive days, Monday
through Friday; and
b. For all overtime in excess of 10 hours in any one day or 40 hours in any
one week when the work week 0 four (4) consecutive days, Monday
through Friday; and
C. For all overtime in excess of 10 hours in any one day or 40 hours in any
one week when the work week is four consecutive days, Monday through
Friday; and
d. For all work performed on Saturday and on any legal holiday specified in
ORS 279C.540.
• Contractor is not required to pay overtime if the request for overtime pay is not filed
within 30 days of completion of the Contract if Contractor has posted and maintained in
place a circular with the information contained in ORS 279C.545 as required by ORS
279C.545(1).
• Contractors and Subcontractors must give notice in writing to employees who perform
work under this contract, either at the time of hire or before commencement of work on
the contract, or by posting a notice in a location frequented by employees, of the number
of hours per day and days per week that the employees may be required to work.
Page 14
Medical Coverage to Emolovees:
• Contractor shall promptly, as due, make payment to any person, co -partnership,
association or corporation furnishing medical, surgical and hospital care services or
other needed care and attention, incident to sickness or injury, to the employees of
Contractor, of all sums that Contractor agrees to pay for the services and all moneys and
sums that the Contractor collected or deducted from the wages of employees under any
law, contract or agreement for the purpose of providing or paying for the services.
Worker's Comoensation:
• 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 exempt under ORS 656.126. Contractor shall
insure that each of its Subcontractors comply with these requirements.
Obligation to Pav Subcontractor & Suooliers within 10 Days:
• Contractor shall include in each first-tier subcontract, including contracts with material
suppliers, a clause that obligates Contractor to pay the first-tier Subcontractor for
satisfactory performance under its subcontract within 10 days out of the amounts paid to
Contractor by City under this contract, and if payment is not made within 30 days after
receipt of payment from City, to pay an interest penalty as specified in ORS 279C.515(2)
to the first-tier Subcontractor. The interest penalty does not apply if the only reason the
delay in payment is due to a delay in payment by City to Contractor. Contractor shall
include in each of Contractor's subcontracts, a provision requiring the first-tier
Subcontractor to include a similar payment and interest penalty clause and shall require
Subcontractors to include similar clauses with each lower -tier Subcontractor or supplier.
Certifications:
• By signing the Contract, Contractor will certify that all Subcontractors performing
construction work will be registered by the Construction Contractors Board (CCB) or
licensed by the State Landscape Contractors Board before the Subcontractor starts work
on the Project.
• By signing the Contract, Contractor will certify that it will comply with Oregon tax laws.
In addition: Contractor will be solely responsible for payment of any federal or state
taxes required as a result of this Contract/Agreement.
Indemnitv — Hold Harmless
Contractor shall defend, indemnify, and hold the City, its officers, agents and employees,
harmless against all liability, loss, or expenses, including attorney's fees, and against all claims,
actions or judgments based upon or arising out of damage or injury (including death) to persons
or property caused by or resulting from any act or omission sustained in connection with the
performance of the Contract/Agreement or by conditions created thereby, or based upon
violation of any statute, ordinance or regulation. In addition, Section 00170.72 Indemnity/Hold
Harmless of the Standard Specifications is applicable to this Contract.
Insurance: Contractor and its subcontractors shall maintain insurance acceptable to City in full
force and effect throughout the term of contract. Such insurance shall cover all risks arising
directly or indirectly out of Contractor's activities or work hereunder, including the operations of its
subcontractors of any tier. Such insurance shall include provisions that such insurance is primary
insurance with respect to the interests of the City and that any other insurance maintained by City
is excess and not contributory insurance with the insurance required hereunder.
Page 15
General Liability
• Contractor shall purchase and maintain commercial general liability insurance with
minimum coverage of $1 million per occurrence and $2 million aggregate. The policy
shall name the City as an additional insured and cover ads and omissions of Contractor
and its Subcontractors of any level. Contractor shall be liable for the full amount of any
claims resulting from negligence or intentional misconduct of Contractor, its
subcontractors, and their officials, agents and employees in the performance of this
Contract, even if not covered by or in excess of insurance. In addition, Section 00170.70
Insurance of the Standard Specifications is applicable to this Contract.
Workers Compensation
• Workers compensation insurance as required by ORS Chapter 656. Contractor shall
ensure that each subcontractor obtains workers compensation insurance. The
Contractor shall ensure that its insurance carrier files a guaranty contract with the
Oregon Workers' Compensation Division before performing Work. In addition, Section
"Oregon State Public Contract Provisions" — subsection "Workers' Compensation" and
section "Independent Contractor — Non -Partnership" of this Contract is applicable.
Builder's Risk
• Contractor shall provide builder's risk insurance on an all risks of direct physical loss
basis, including, without limitation, earthquake and flood damage, for amount equal to at
least the value of the amount installed. Any deductible shall not exceed $50,000 for
each loss, except that the earthquake and flood deductible shall not exceed 5% of each
loss or $50,000, whichever is greater. The policy shall include the City of Central Point
as loss payee. In addition, Section 00170.70 (g) Builders Risk of the Standard
Specifications is applicable to this Contract.
Automobile Insurance
• If required, the combined single limit per occurrence shall be in an amount at least equal
to the State/DMV requirements. In addition, Section 00170.70 Insurance of the
Standard Specifications is applicable to this Contract.
Insurance Carrier Rating
• Coverage provided by the Contractor must be underwritten by an insurance company
deemed acceptable by City. City reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating.
Cross -Liability Clause
• A cross -liability clause or separation of insureds clause will be included in general liability
policy. Contractor's insurance policy shall contain provisions that such policies shall not be
canceled or their limits of liability reduced without thirty (30) days prior notice to City. A
copy of each insurance policy, certified as a true copy by an authorized representative of
the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in
form satisfactory to City certifying to the issuance of such insurance shall be forwarded to
the Public Works Director. Such policies or certificates must be delivered prior to
commencement of the work. Thirty (30) days cancellation notice shall be provided City by
certified mail to the Public Works Director in the event of cancellation or non -renewal of the
insurance. The procuring of such required insurance shall not be construed to limit
contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be
obligated for the total amount of any damage, injury, or loss caused by negligence or
neglect connected with this contract.
Page 16
Bonds
Payment and Performance Bonds
• Contractor shall provide a separate Performance Bond and a separate Payment bond in
a form acceptable to the City of Central Point. Each bond shall be equal to 100% of the
Contract amount. The Performance Bond and Payment Bond must be signed by the
Surety's Attorney-in-fact, and the Surety's seal must be affixed to each bond. Bonds
shall not be canceled without the City of Central Point's consent, nor will the City release
them prior to Contract completion. Bonds must be originals —faxed or photocopied bond
forms will not be accepted.
Public Works Bond
• Contractor will file with the Construction Contractors Board (CCB) a Public Works Bond
with a corporate surety authorized to do business in the State of Oregon in the amount
of $30,000 prior to starting work on this contract. Contractor is aware of the provisions
of ORS 279C.600 and 279C.605 relating to notices of claim and payment of claims on
public works bonds.
Conflict of Interest
Contractor shall not give or offer any gift, loan, or other thing of value to any City official or
employee. The Contractor shall not rent, lease, or purchase materials, supplies, or equipment,
with or through any City official or employee.
Imoact on Traffic and ProDerty
Contractor shall adopt reasonable means and comply with all laws, ordinances, and regulation in
order to minimize interference to traffic and damage to both public and private property; And in
accordance to the Standard Specifications, shall provide a traffic plan, maintain two-way traffic
unless approved otherwise by the City of Central Point, and make every effort to maintain public
safety and convenience. Contractor shall provide adequate noise control and shall control all
obstructions to traffic in accordance with the manual on uniform traffic control devices if
applicable.
Prevailina Waae
Basic Requirement
• In accordance to ORS 279C.840, Contractor shall pay to workers in each trade or
occupation the current, applicable State prevailing rate of wage as established by the
Oregon State Bureau of Labor and Industries (BOLI). The wage rates applicable are
those in effect at the time Project was first advertised.
Posting of Prevailing Wage Rates
• Contractor, Subcontractor shall post the prevailing wage rates and fringe benefits in the
locality where the labor is performed.
Certifications of Wage Rates to City of Central Point
• Contractor shall furnish weekly to the City of Central Point certified statements, in writing
on a form prescribed by the Commissioner of the Bureau of Labor, certifying: (a) The
hourly rate of wage paid each worker whom the Contractor or Subcontractor has
employed upon the public works improvement; and (b) That no worker employed upon
the public works has been paid less than the prevailing rate of wage or less than the
minimum hourly rate of wage specified in the Contract.
Page 17
• If the Contractor has not filed the certified statements as required under this contract,
The City of Central Point is required by law to retain 25% of any amount earned by the
Contractor until the Contractor has complied. Final payment cannot be made without all
applicable wage rates on file with the City.
Access to Wage Rate Records — Worker Interview Verification
• Contractor shall allow the Bureau of Labor and Industries (or Federal Officials) to enter
the office or business establishment of Contractor at any reasonable time to determine
whether the prevailing rate of wage and or the higher of the State prevailing wage rate
and the Davis -Bacon wage rate is actually being paid and shall make payment records
available to BOLI or Federal Officials on request. Contractor shall require
Subcontractors to provide the same right of entry and inspection. In addition, shall allow
interviews with persons with each discipline (trade) to determine if the correct wage rate
is actually being paid.
All BOLI Requirements Applicable
• Contractor must comply with all laws and regulations relating to prevailing wages,
whether or not set out in this Contract. Further information regarding prevailing wages,
including requirements applicable to Contractor, is available at:
httD://www.orecon.cov/BOLI/WHD/PWRTindex.shtml. And available by contacting the
Bureau of Labor & Industries at 971-673-0839
Warranties
All work shall be guaranteed for a period of one (1) year against defects in materials and
workmanship. Contractor unconditionally warrants all work and materials for this Project,
including additional work authorized under change orders, against any defects whatsoever, for
one (1) year from the date of acceptance by the City of Central Point, except that
manufacturers' warranties and extended manufacturer warranties as specified in the contract
documents or otherwise is a standard manufacturer product warranty shall not be abridged. In
addition to its right to proceed on the warranty, the City may recover for breach of contract or
negligence even if defects do not become evident during the warranty period. The Contractor
also agrees to hold the City of Central Point harmless from claims of any kind arising from
damage due to said defects. In addition Sections 00150 and 00170 of the Standard
Specifications is applicable to this Contract.
Liquidated Damages
Contractor agrees to pay liquidated damages in accordance to Section 00180.85 Failure to
Complete on Time; Liquidated Damages of the Standard Specifications. The City of Central
Point is authorized to deduct the amount of the liquidated damages from any amounts due and
the Contractor and its Surety shall be liable for any excess. If the Contract is terminated for
default (see following "Termination") and If the Work has not been completed by other means on
or before the expiration of Contract time or adjusted Contract time, liquidated damages will be
assessed against the Contractor for the duration of time reasonably required to complete the
work. Contractor and City agree that a reasonable amount of damages for late completion is
$500 per calendar day and Contractor agrees to pay such amounts as liquidated damages d the
work is not completed by June 30, 2019. Contractor agrees that the liquidated damages specified
herein are a fair way of ascertaining damages to the City and are not a penalty for late
completion.
Page 18
Termination of Contract and Substituted Performance
Termination for Default — Termination of the Contract for default may result if the Contractor:
• Violates any material provision of the Contract;
• Disregards applicable laws and regulations or the City's instructions;
• Refuses or fails to supply enough materials, equipment or skilled workers for the
prosecution of the Work in compliance to the Contract;
• Fails to make prompt payment to Subcontractors;
• Makes an unauthorized general assignment for the benefit of the Contractor's creditors;
• Has a receiver appointed because of the Contractor's insolvency;
• Fails to maintain reasonable relations with the public. Verbal abuse, threats, or other
inappropriate behavior towards members of the public constitutes grounds for termination;
• Is adjudged bankrupt and the court consents to the Contract termination; or
• Otherwise fails or refuses to faithfully perform the Contract according to its terms and
conditions.
If the Contract is terminated by the City, upon demand the Contractor and Contractor's
Surety shall provide the City with immediate and peaceful possession of the Project
Site, and of all materials and equipment to be incorporated into the Work, whether
located on and off the Project Site, for which the Contractor received progress
payments.
If the Contract is terminated for default, neither the Contractor nor its Surety shall be:
Relieved of liability for damages or losses suffered by the City because of the
Contractor's breach of Contract; or
Entitled to receive any further progress payments until the Work is completed. However,
progress payments for completed Work that remain due and owing at the time of
Contract termination may be made according to the City's payment terms, except that
the City will be entitled to withhold sufficient funds to cover costs incurred by the City as
a result of the termination. Final payment to the Contractor will be made according to
the City's payment terms.
If a termination under this provision is determined by a court of competent jurisdiction to
be unjustified, the termination shall be deemed a termination of public convenience.
Termination for Public Convenience
• The City may terminate the Contract in whole or in part whenever the City
determines that termination of the Contract is in the best interest of the public.
• Notice: The City will provide the Contractor and the Contractor's Surety seven (7)
calendar days' written notice of termination for public convenience. After such notice,
the Contractor and the Contractor's Surety shall provide the City with immediate and
peaceful possession of the Project Site, and of materials and equipment to be
incorporated into the Work, whether located on and off the Project Site, for which the
Contractor received progress payments.
• Compensation: Compensation for Work terminated by the City under this provision will
be determined by the amount of Work completedlinstalled and materials and equipment
furnished and the status of payment (paid/un-paid) for such Work, materials and
equipment; less any outstanding labor or material claims against the Contractor.
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Substituted Performance
According to the City's procedures, and upon the Engineer's recommendation that sufficient
cause exists, the City, without prejudice to any of its other rights or remedies and after giving the
Contractor and the Contractor's Surety ten (10) calendar days' written notice may:
• Terminate the Contract;
• Substitute the Contractor with another Entity to complete the Contract;
• Take possession of the Project Site;
• Take possession of materials on the Project Site;
• Take possession of materials not on the Project Site, for which the Contractor received
progress payments;
• Take possession of equipment on the Project Site that is to be incorporated into the
Work;
• Take possession of equipment not on the Project Site that is to be incorporated into the
Work, and for which the Contractor received progress payments; and
• Finish the Work by whatever method the City deems expedient.
If within the ten (10) calendar days' notice period provided above, the Contractor and/or
its Surety corrects the basis for declaration of default to the satisfaction of the City, or if
the Contractor's Surety submits a proposal for oorection that is acceptable to the City,
the Contract will not be terminated.
Assignment
Contractor shall not assign or transfer its interests in this contract without written consent of
City, which consent may be withheld in the City's sole, subjective discretion; nor shall the
Contractor assign any monies due or to become due to him/her hereunder without the previous
written consent of the City of Central Point.
Independent Contractor — Non-Partnershio
The Contractor shall perform all work under this Project as an Independent Contractor or
Independent Agent and shall not be considered as an agent of the City of Central Point, nor
shall the Contractor's Subcontractors or employees be sub -agents of the City of Central Point.
In addition:
• The Work to be rendered under this Project is that of Independent Contractor.
Contractor is not an officer, employee, or agent of the City under ORS 30.265 or ORS
30.287, and Contractor is not to be considered an officer, employee or agent of the City
for any purpose. Contractor shall be solely and entirely responsible for its act and for the
acts of Its subcontractors, agents or employees during the performance of this Project.
Contractor is an Independent Contractor for the Oregon Workers' Compensation Law
(ORS Chapter 656) and is solely liable for workers' compensation coverage under any
Contract/Agreement applicable to the Project.
• No Agency, Partnership or Joint Venture — Neither the City or Contractor by virtue of any
Agreement applicable to this Project, is a partner orjoint venture with the other party in
connection with the activities carried out under this Project.
• Any Contract/Agreement applicable to this Project is not intended to entitle the
Contractor nor any of its Subcontractors to any benefits generally granted to City
Employees. Contractor shall be responsible for all federal or state taxes applicable
to compensation or payment paid to Contractor under any Contract/Agreement
applicable to this Project.
Page 1 10
Force Majeure
Contractor shall not be held responsible for delay or default caused by fire, dot, act of God and
war which is beyond Contractor's reasonable control. Contractor shall, however, make all
reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the
cessation of the cause, diligently pursue performance of its obligations under the Contract.
Severability
In the event any of the provisions or portion of the ContractlAgreement are held to be
unenforceable or invalid by any court of competent jurisdiction for any reason, such invalid or
unenforceable provision shall in no way effect the validity or enforceability of the remaining
provisions or portions.
Waivers
No term or condition of this ContractlAgreement shall be deemed to have been waived by any
Party, unless such waiver is in writing signed by the Party charged with such waiver. Any
waiver of any provision of the Contract, or any right or remedy, given on any one or more
occasions shall not be deemed a waiver with respect to any other occasion. The failure of
either Party to enforce any provision of the project documents shall not constitute a waiver by
the City of that or any other provision.
Merger
No waiver, consent, modification or change of terms of this Contract shall bind either party
unless in writing and signed by both parties. A waiver, consent, modification or change, lt made
shall be effective only in the specific instance and for the specific purpose given. There are no
understandings, agreements, or representations, oral or written, not specified herein regarding
this Contract. Contractor by signature of its authorized representative hereby acknowledge that
Contractor understands the Contract and agrees to be bound by its terms and conditions.
Limitation of Authority
City retains its authority to execute all applications, contracts and other documents relating to
the Project. Contractor has no right or authority, express or implied, to commit or otherwise
obligate City or any of its partners, except as permitted by the express terms of this Contract, or
as authorized in writing.
Attornev Fees and Governing Law
In the event an action, suit of proceeding, including appeal, is brought for failure to observe any
of the terms of this Contract, each party shall be responsible for that party's own attorney fees,
expenses, costs and disbursements for the action, suit, proceeding or appeal. The provisions of
this Contract shall be construed in accordance with the provisions of the laws of the State of
Oregon. Any action or suits involving any question arising under this Contract must be brought
in the appropriate court of the State of Oregon.
Remedies
The remedies provided for in the Contract are cumulative, and in addition to other remedies
available at law. Contractor agrees that, due to the health, safety and welfare issues that relate
to timely and acceptable completion of the Project to be constructed under this Contract, the
City may not have an adequate remedy at law in the event of a breach of this Contract by
Contractor, and that the City may obtain injunctive relief at the sole elections of the City.
Page 111
Counterparts
The Contract may be signed in one or more counterparts (including change orders), each of
which shall be an original and all of which, when taken together, shall constitute one and the
same instrument.
Gender: Sinaular- Plural
Whenever masculine, feminine, neuter, singular, plural, conjunctive, or disjunctive terms are
used in the Contract, they shall be construed to read in whatever form is appropriate to make
the Contract applicable to all the Parties and all circumstances, except where the context of the
Contract clearly dictates otherwise.
Interchanaeable Terms in Contract and Related Documents
Contract and Agreement are interchangeable; City
and Owner are interchangeable; and
Engineer, are interchangeable —this can be further construed to include Project Manager and
Public Works Director and or the designee of the Public Works Director (collectively, an
authorized official of the City of Central Point). In each instance in the Standard Specifications
where the word ODOT, State, Division, Commission, Agency Transportation Commission,
Construction Contracts Unit or Contractor Plans Office appears in the Special Provisions and or
Standard Specifications substitute the words City of Central Point or City.
Notices
All notices of a legal nature shall be in writing and shall be served upon the other party by
personal service, by facsimile transmission, E -Mail followed by mail delivery of the original of
such notice, by overnight courier with proof of receipt, or by certified mail, return receipt
requested, postage prepaid, addressed as follows: City of Central Point, 140 South Third
Street, Central Point OR 97502, Attn: City Manager, Phone: 541-664-3321. Service by mail
shall be deemed complete on the date of actual delivery or three (3) business days after being
sent via certified mail. Service by facsimile transmission or E -Mail shall be deemed served up
receipt of the facsimile or E -Mail, followed by mail delivery.
Page 112
CENTRAL
POINT
Complete Aareement
This Agreement and attached exhibits constitutes the entire Agreement between the parties. No
waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in
writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be
effective only in specific instances and for the specific purpose given. There are no understandings,
agreements, or representations, oral or written, not specified herein regarding this Agreement.
Contractor, by the signature of its authorized representative, hereby acknowledges that he has
read this Agreement, understands it and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, the City has caused this Agreement to be executed by its duly
authorized undersigned officer and the Contractor has executed this Agreement on the date herein
above first written.
CONTRACTOR: �'�� `-�GG'`T^/�c,
TITLE:G✓C�—C�.--
DATE:
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CITY OF CENTRAL POINT, OREGON
BY: C_(Z�2
TITLE:
CITY MANAGER
DATE:
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A/C) / / cD,1 ^ /
DEPARTMENTAL AUTHORIZATION
�CITY
O^F CENTRAL POINT - PUBLIC WORKS
TITLE: PUBLICWORKSDIRECTOR
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DATE: y — ?-S M
Page 113