Loading...
HomeMy WebLinkAbout2012-221 Contract - Columbia Helicopters CITY Of CITY OF ASHLAND -ASHLAND ASHLAND FOREST RESILIENCY PROJECT HELICOPTER SERVICES Project No.I This Contract is between the CITY OF ASHLAND, a municipal corporation of the State of Oregon (hereinafter"City" ) and Columbia Helicopters, Inc. (Hereinafter "Contractor"). The City's Project Manager for this Contract is Chris Chambers. Citv of Ashland Fire and Rescue Department. WHEREAS, City caused to be prepared a certain bound Project Manual or Proposal Package (including but not limited to Request for Proposal, Proposal Schedule, Proposal forms, the Proposal, Performance and Payment Bonds, as applicable, General Conditions Contract For Ashland Forest Resiliency Project Helicopter Services, Technical Specifications and/or Exhibits A through L, Drawings, and Addenda No. I through No. 2 (hereinafter referred to as "Contract Documents") for its project entitled "Ashland Forest Resiliency Project Helicopter Services" and WHEREAS, Contractor did on the 24`h day of July, 2012, file with City a proposal to furnish equipment, labor, material, and appurtenances for completing said project as set forth in the Contract Documents and agreed to accept as payment therefore the sums fully stated and set forth in the bid; and WHEREAS, the Contract Documents and bid fully and accurately set forth and describe the terns and conditions upon which the Contractor proposes to furnish said equipment, labor, material and appurtenances and perform said work, together with the manner and time of furnishing same-, and NOW THEREFORE, for good and valuable consideration the parties mutually covenant and agree as follows: 1. Recitals. This recitals set forth above are true and correct and are incorporated herein by this reference. 2. Effective Date and Duration This contract is effective on August 10_, 2012. or on the date at which every party has signed this contract, whichever is later. The work under this contract shall, unless otherwise terminated or ne extended, be completed on or before Ju 30", 2013' or before 8_00 calendar days following Contractor's receipt of the Notice to Proceed, whichever is earlier. 3. Statement of Work The work under this contract is for provide ivddlire, fuels reduction through timber harvesting, (including harvesting by use of helicopter) and timber trucking services as is more fully described in the Contract Documents, incorporated herein and made a part hereof by this Cityot AsWand I reference. The statement of work, including the delivery schedule for the work, is contained in is contained in the Contract Documents. Contractor acknowledges receipt of all Contract Documents in existence at the date the Contract is signed and further acknowledges Contractor has read and fully understands the Contract Documents, and understands that in signing this Agreement contractor waives all rights to plead misunderstandings regarding the same. Contractor shall, at its own risk and expense, perform the work described in the Contract Documents and furnish all permits, labor, tools, machinery, materials, transportation, equipment and services of all kinds required for, necessary for, or reasonable incidental to, performance of the work, that is, the completion of this Ashland Forest Resiliency Project Helicopter Services Project for the City of Ashland, Oregon, as shown in the Contract Documents. Contractor shall secure all Municipal, County, State, or Federal Pert-nits or licenses including payment of permit fees, license fees and royalties necessary or incident to performance of the work on this contract. The risk of loss for such work shall not shit[ to the City until written acceptance of the work by the City. 4. Consideration a. City agrees to pay Contractor, at the times and in the manner provided in the Contract Documents, a sum not to exceed: $1,800,000 dollars at the rates submitted by the Contractor as referenced in Section M of this contract for accomplishing the work required by this contract, including allowable expenses. This sum cannot be modified except by Change Order approved in writing by City. Any progress payments to Contractor shall be made only in accordance with the schedule and requirements in Section G, General Conditions Contract For Ashland Forest Resiliency Project Helicopter Services. b. City certifies that sufficient funds have been appropriated to make payments required by this contract during the current fiscal year. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed alter the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. CONTRACTOR DATA, ��jjERTIF CATION, AND SIGNATURE Business Name (please print: C b441M ))� Tj. Contact Name: lev ore_ Phone: 3 78-12LL Fax: fO7 -678-5irl// Address: ?o, R6,w- "3 Soo O,e- 972,og Do Not Write Federal and State Tar ID Numbers A this Agreement: One copy of W-9 is to be submitted with the signed contract to be kept on file in the City of Ashland Finance Department. Ashland Business License # 2A /:j Construction Contractors Board #—A A Citizenship: Nonresident alien Yes -C No Business Designation (check one): Individual _ Sole Proprietorship Partnership )e Corporation Government/Nonprofit City of Ashland 2 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.) Information not matching IRS records could subject you to 31 percent backup withholding. 1, the undersigned, understand that the General Conditions Contract For Ashland Forest Resiliency Project Helicopter Services together with Exhibits A through L together with all other Contract Documents as described in General Conditions Contract For Ashland Forest Resiliency Project Helicopter Services, are an integral part of this contract and agree to perform the work described in the Contract Documents in accordance with the terms and conditions of this contract. 1 further understand the City is prohibited from entering into a contract when the contractor has neglected or refused to file any return, pay any tax, or properly contest a tax, pursuant to ORS 305.385; 1 hereby certify, under penalty of perjury and false swearing, that I/my business am/is not in violation of any Oregon tax laws; I further certify that the certification and representations in Contractor Certifications and the General Conditions Contract For Ashland Forest Resiliency Project Helicopter Services are true and correct, and further I certify that 1 am an independent contractor as defined in ORS 670.600. Signed by Contracto g air Sign ure/Title Date Printed Name: lw.Ciklet"// `vf'A,00srg- NOTICE TO CONTRACTOR: This contract does not bind the Ckv of Ashland unless and until it has been execuled by the Public Contracting Officer or designee as well as City Finance and Legal Department representatives. CITY OF ASHLAND SIGNATURE Approved: g-,l o-iz City of Ashland Date Reviewed: Approved as to form, V � Attorney City of Ashland 3 CERTIFICATIONS OF REPRESENTATION Contractor, under penalty of perjury, certifies that: (a) The number shown on this form is its correct taxpayer ID (or is waiting for the number to be issued to it; and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or(ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii)the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that(a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, and (c) The work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) I carry out the labor or services at a location separate from my residence or is in a species portion of my residence, set aside as the location of the business. 7 (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. �(5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insuraf e or liability if surance relating to the labor or services to be provided. A,d.4 Date By: (Prins Name) Contractor City of Ash/and 4 Proposed Pricing: Section M Log truck load:The FS agreement says that a load is a standard or self loading truck with a max vehicle gross weight of 80,000 pounds.Although all loads will be scaled at the mill,the Forest Service uses a factor of 25.74 tons per load for payment purposes(City payment to USFS). Contractor is responsible for the purchase and application of certified stump treatment substance referred to in Exhibit C,Section 16.1 on up to approximately 160 acres. Columbia Helicopters Bid a. $668.50 per thousand board feet gross merchantable Scribner long log scale for cutting, certified stump treatment application,helicopter yarding,sorting,decking and loading. b.Provide individual hauling prices"per log truck load"delivered to each of the 8 mills located in: i Yreka, CA. -$328 per standard load described above. White City, OR. -$254 Glendale,OR -$385 Dillard,OR -$525 Cave Junction,OR-$508 Riddle,OR -$500 Merlin,OR. -$361 Rogue River,OR. -$336 I i Authorized Signature: flai� Printed Name: David Horrax i Title: Forester ? Date: 7/24/2012 i I ASHLAND FOREST RESILIENCY PROJECT HELICOPTER SERVICES June 2012 CITY: CITY OF ASHLAND Contractor: C6 GM ,;9 Iop fer-S City Hall Address: Pd, Bo>- --,5:00 20 E. Main Street. PoY�Ipr--Y' OR eoz-08 Ashland, OR 97520 Telephone: 503 ° 67g_ 12-7,2— 541-488-6002 FAX: Sd 3 67 g- 58 FAX: 541-488-5311 'y Date of this agreement- RFP date: 6/28/2012 g O R Proposal date: 7/24/2012 Contracting officer: rs- ri vax Project: Ashland Forest Resiliency Project Contractor representative: porgy 553 -310-1/0 a0ff- Maximum contract amount:$1,800,000 see Section M for rates B. On the date noted above, City properly advertised a Request For Proposals(RFP) for work needed by City for the project described above; C. Contractor proposal in response to the RFP on the date noted above was without defect; D. After full review of all properly submitted Proposals, the City has selected Contractor to provide the services covered by the RFP. E. The following are Contract Documents setting forth the terms, conditions and responsibilities of the Parties and the specification for the Project in addition to the RFP specifications: GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES June 2012 TABLE OF SECTIONS SECTION A.5 INDEPENDENT CONTRACTOR STATUS GENERAL PROVISIONS A.6 RETIREMENT SYSTEM STATUS AND TAXES A9 GOVERNMENT EMPLOYMENT STATUS A.I DEFINITION OF TERMS A.2 SCOPE OF WORK SECTION B A.3 INTERPRETATION OF CONTRACT ADMINISTRA TION OF THE CONTRACT DOCUMENTS AA EXAMINATION OF PLANS,SPECIFICATIONS, B.I OWNER'S ADMINISTRATION OF THE AND SITE CONTRACT Page I Of 25 —GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 B.2 CONTRACTOR'S MEANS AND METHODS SECTION G B.3 MATERIALS AND WORKMANSHIP INDEMNITY,BONDING AND INSURANCE B.4 PERMITS B.5 COMPLIANCE WITH GOVERNMENT LAWS AND G.I RESPONSIBILITY FOR DAMAGES/INDEMNITY REGULATIONS G.2 PERFORMANCE AND PAYMENT SECURITY; B.6 SUPERINTENDENCE PUBLIC WORKS BOND B.7 INSPECTION G.3 INSURANCE B.8 SEVERABILITY B.9 ACCESS TO RECORDS SECTION H B.10 WAIVER SCHEDULE OF WORK . . B.I I SUBCONTRACTS AND ASSIGNMENT B.12 SUCCESSORS IN INTEREST H.I CONTRACT PERIOD B.13 OWNER'S RIGHT TO DO WORK H.2 SCHEDULE - B.14 OTHER CONTRACTS H.3 PARTIAL OCCUPANCY OR USE B.15 GOVERNING LAW B.16 LITIGATION SECTION I B.17 ALLOWANCES CORRECTION OF WORK B.18 SUBMITTALS,SHOP DRAWINGS,PRODUCT DATA AND SAMPLES LI CORRECTIONS OF WORK BEFORE FINAL B.19 SUBSTITUTIONS PAYMENT 13.20 USE OF PLANS AND SPECIFICATIONS 1.2 WARRANTY WORK B.21 FUNDS AVAILABLE AND AUTHORIZED B.22 NO THIRD PARTY BENEFICIARIES SECTION J SUSPENSION AND/OR TERMINATION OF THE WORK SECTION C WAGESAND LABOR J.I OWNER'S RIGHT TO SUSPEND THE WORK J.2 CONTRACTOR'S RESPONSIBILITIES C.1 MINIMUM WAGES RATES ON PUBLIC WORKS J.3 COMPENSATION FOR SUSPENSION C.2 PAYROLL CERTIFICATION;ADDITIONAL 1.4 OWNER'S RIGHT TO TERMINATE CONTRACT RETAINAGE;FEE REQUIREMENTS 1.5 TERMINATION FOR CONVENIENCE C.3 PROMPT PAYMENT AND CONTRACT 1.6 ACTION UPON TERMINATION CONDITIONS CA PAYMENT FOR MEDICAL CARE SECTION K C.5 HOURS OF LABOR CONTRACT CLOSE-OUT SECTION D K.l RECORD DRAWINGS CHANGES IN THE WORK K.2 OPERATION AND MAINTENANCE MANUALS - K.3 AFFIDAVIT/RELEASE OF LIENS AND CLAIMS D.I CHANGES IN THE WORK K.4 COMPLETION NOTICES D.2 DELAYS K.5 TRAINING D.3 CLAIMS REVIEW PROCESS K-6 EXTRA MATERIALS K.7 ENVIRONMENTAL CLEAN-UP SECTION E K.8 CERTIFICATE OF OCCUPANCY PAYMENTS K-9 OTHER CONTRACTOR RESPONSIBILITIES K.10 SURVIVAL E.I SCHEDULE OF VALUES E.2 APPLICATIONS FOR PAYMENT SECTION L E.3 PAYROLL CERTIFICATION REQUIREMENT LEGAL RELA TIONS AND RESPONSIBILITY EA DUAL PAYMENT SOURCES TO THE PUBLIC E.5 RETAINAGE E.6 FINAL PAYMENT L.1 LAWS TO BE OBSERVED E.7 USE OF ARRA FUNDS L.2 FEDERAL AGENCIES L.3 STATE AGENCIES SECTION F LA LOCAL AGENCIES JOB SITE CONDITIONS F.1 USE OF PREMISES - F.2 PROTECTION OF WORKERS,PROPERTY ' AND THE PUBLIC F.3 CUTTING AND PATCHING F.4 CLEANING UP F.5 ENVIRONMENTAL CONTAMINATION F.6 ENVIRONMENTAL CLEAN-UP F.7 FORCE MAJEURE Page 2 Of 25 -GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 SECTION A GENERAL PROVISIONS - A.I DEFINITION OF TERMS execution ofthe work;and the additional costs offieldpersonnel directly attributable to the Work. In the Contract Documents the following terms shall be as defined below. EXHIBITS B and/or C,means those conditions that remove from add m,or modify these General Conditions.Supplemental CHANGE ORDER, means a written order issued by the General Conditions maybe included inthe Solicitation Document Owners Authorized Representative to the Contractor requiring or may be a separate attachment to the Contract. a change in the Work within the general scope of the Contract Documents,issued under the changes provisions of Section D.l including Owners written change direcfives as well as changes FINAL COMPLETION, means the final completion of all reflected in a wri ting executed by the parties to this Contract and, requirements under the Contract,including Contract Closeout as if applicable, establishing a Contract Price or Contract Time described in Section K but excluding Warranty Work as adjustment for the changed Work. described in Section 1.2,and the final payment and release of all retainage,if any,released. CLAIM,means a demand byContractor pursuant to Section D.3 for review of the denial of Contractor's initial request for an FORCE MAJEURE,means an act,event or occurrence caused adjustment of Contract terms,payment of money,extension of by fire,riot,war,acts of God,nature,sovereign,or public enemy, Contract Time or other relief,submitted in accordance with the strikes,freight embargoes or any other act,event or occurrence requirements and within the time limits established for review of that is beyond the control of the parry to this Contract who is Claims in these General Conditions. asserting Force Majeure. CONTRACT,means the written agreement between the Owner FOREST SPECIALIST, means a person with specific and the Contractor comprised of the Contract Documents which education and experience in technical forestry and/or fire - describe the Work to be done and the obligations between the management, timber sales,and reforestation projects,and who parties. observes and may oversee operations under the authority and direction of the Owner's Authorized Representative. The Forest CONTRACT DOCUMENTS,means the Solicitation Document Specialist has no contracting authority and can not bind the and addenda thereto, General Conditions Contract for Fire Owner to any obligations under this contract unless specifically Resiliency Project Services,Exhibits,if any,the accepted Offer, provided for by the Owner in writing to the Contractor. Plans,Specifications,amendments and Change Orders. NOTICE TO PROCEED, means the official written notice CONTRACT PERIOD,as set forth in the Contract Documents, from the Owner stating that the Contractor is to proceed with the means the total period of time beginning with the issuance ofthe Work defined in the Contract Documents.Notwithstanding the Notice to Proceed and concluding upon Final Completion. Notice to Proceed,Contractor shall not be authorized to proceed with the Work until all initial Contract requirements,including CONTRACT PRICE, means the total of the awarded Offer the Contract, performance bond and payment bond, and amount, as increased or decreased by the price of approved certificates of insurance,have been fully executed and submitted ahem rtes and Change Orders. to Owner in a suitable form CONTRACT TIME, means any incremental period of time OFFER,meansaproposal inconnection with an invitation tobid allowed under the Contract to complete any portion of the Work and a proposal in connection with a request for proposals. as reflected in the project schedule. OFFEROR,ncans a bidder in correction with an invitation to CONTRACTOR,means the Person awarded the Contract for bid and a proposer in connection with a request for proposals. the Work contemplated. OVERHEAD,means those items which may be included in the DAYS,are calendar days,including weekdays,weekends and Contractors markup(general and administrative expense and holidays,unless otherwise specified. profit)and that shall not be charged as Direct Cost of the Work, including without limitation such Overhead expenses as wages or DIRECT COSTS, means, unless otherwise provided in the salary of personnel above the level of foreman (i.e., Contract Docurents,the cost of materials,including sales tax, superintendents and project managers),expenses of Contractors cost of delivery;cost of labor,including social security,old age offices at the job site(e.g.job trailer) including expenses of and unemployment insurance, and fringe benefits required by personnel staffing the job site office,and Commercial General agreement or custom;worker's compensation insurance;project Liability Insurance and Automobile Liability Insurance. specific insurance(including,without limitation,Builder's Risk Insurance and Builder's Risk Installation Floater); bond OWNER,means the City of Ashland acting by and through the premiums,rental cost of equipment,and machinery required for governmental entity identified in the Solicitation Document. Page 3 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 OWNER'S AUTHORIZED REPRESENTATIVE, means Representative is final. those individuals identified in writing by the Owner to act on behalf of the Owner forthis project.Ownermayelect,bywritten WOW means the fumishing of all methodologies,materials, notice to Contractor,to delegate certain duties of the Owner's equipment, labor, transportation, services and incidentals Authorized Representative to more than one party that may necessary to successfully complete any individual item or the include a Forest Specialist. entire Contract and the carrying out of duties and obligations imposed by the Contract Documents. PERSON, means an entity doing business as a sole proprietorship,a partnership, a joint venture, a corporation,a A.2 SCOPE OF WORK limited liability company or partnership, or any other entity possessing the legal capacity to contract. The Work contemplated under this Contract includes all methodology, labor, materials, transportation, equipment and PLANS,means the drawings and operational specifications and services for,and incidental to,the completion of all construction schedules which show the location,type,dimensions,and details and operations work in connection with the project described in of the Work to be done under the Contract. the Contract Documents.The Contractor shall perform all Work necessary so that the project complies with federal, state and PUNCHLIST,means the list of Work yet to be completed or local laws as intended by the Parties as set forth in the Contract deficiencies which need to be corrected in order to achieve Final Documents. Completion of the Contract. - A.3 INTERPRETATION OF CONTRACT DOCUMENTS RECORD DOCUMENT, means the as-built Plans, Specifications, testing and inspection records, product data, A.3.1 Unless otherwise specifically defined in the Contract samples, manufacturer and distributor/supplier warranties Documents,words which have well-known technical meanings evidencing transfer to Owner, operational and maintenance or forest or aviation industry meanings are used in the Contract manuals, shop drawings, Change Orders, schedules, Documents in accordance with such recognized meanings. correspondence,certificate(s)ofoccupancy,andotherdocurrents Contract Documents are intended to be corriplementary. listed in Subsection B.9.lofthese General Conditions,recording Whatever is called for in one,is interpreted to be called for in all. all Services performed. However,in the event of conflicts or discrepancies among the Contract Documents, interpretations will be based on the SOLICITATION DOCUMENT,means an invitation to bid or following descending order of precedence: request for proposal or request for quotes. I.Contract amendments and Change Orders,with those of later date having precedence over those of an earlier date; SPECIFICATION,means any description of the physical or 2. Exhibits B and C; functional characteristics of the Work, the methodology for 3. The City of Ashland General Conditions Contract for Fire marking,cutting,harvesting,haulingand deliveringtimberto any Resiliency Project Services; destination, the methodology for clean-up, environmental 5..The Solicitation Document and any addenda thereto; protectionandreforestat ion,or ofthe nature of a supply,service, 6.The accepted Offer. construction or operations item. Specifications may include a A.3.2 In the case of an inconsistency between Plans and description of any requirement for inspecting, testing or Specifications or within either document not clarified by preparing a supply,service,construction or operations item for addendum,the better quality or greater quantity of Work shall be delivery and the quantities or qualities of materials to be provided in accordance with the Owner or Owners Authorized furnished under the Contract.Specifications generally will state Representatives interpretation in writing. the results or products to be obtained and describe the method A.3.3 If the Contractor finds discrepancies in,oromissions from and manner of doing the work to be performed Specifications the Contract Documents,or if the Contractor is in doubt as to may be incorporated by reference and/or may be attached to the their meaning,the Contractor shall at once notify the Owner or Contract. Owners Authorized Representative. Matters concerning performance under,and interpretation of requirements of,the SUBCONTRACTOR,means a Person having a direct contract Contract Documents will be decided by the Owners Authorized with the Contractor,or another Subcontractor,to perform one or Representative,who may delegate that duty in some instances to more items of the Work. the Forest Specialist. Responses to Contractors requests for interpretation of Contract Documents will be made in writing by SUBSTANTIAL COMPLETION, means the date when the Owners Authorized Representative (or the Forest Specialist) Owner accepts in writing the operations or any designated within any time limits agreed upon or otherwise with reasonable - portion thereof as having reached that state of completion when promptness. Interpretations and decisions of the Owners it may be used or occupied for its intended purpose. Authorized Representative (or Forest Specialist) will be consistent with the intent of and reasonably inferable from the SUBSTITUTIONS,means items that in f unction,performance, Contract Documents. Contractor shall not proceed without reliability,quality, and general configuration are the same or direction in writing from the Owners Authorized Representative better than the product(s)specified.Approval of any substitute (or Forest Specialist). item shall be solely determined by the Owner's Authorized A.3.4 References to standard specifications,manuals,codes of Representative. The decision of the Owner's Authorized any technical society,organization or association,to the laws or Page 4 Of 25 —GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 4 regulations of any governmental authority, whether such employee or agent of the Owner. reference be specific or by implication, shall meant the latest standardspecification,manual,code,laws or regulations ineffect A.6 RETIREMENT SYSTEM STATUS AND TAXES in the jurisdiction where the project is occurring on the first published date of the Solicitation Document,except as may be Contractor represents and warrants that it is not a contributing otherwise specifically stated. memberof the Public Employees'Refirement System and will be responsible for any federal or state taxes applicable to payment A.4 EXAMINATION OF PLANS,SPECIFICATIONS,AND received under this Contract.Contractor will not be eligible for SITE any benefits from these Contract payments of federal Social Security,employment insurance,workers'compensation or the AAA It is understood that the Contractor,before submitting an Public Employees'Retirement System,except as a self-employed Offer, has made a careful examination of the Contract individual. Unless the Contractor is subject to backup Documents; has become fully informed as to the quality and withholding,Owner will not withhold from such payments any quantity of materials and the character of the Work required;and amount(s)to cover Contractor's federal or state tax obligations. has made a careful examination of the location and conditions of the Work and the sources of supply for and delivery of materials A.7 GOVERNMENT EMPLOYMENT STATUS and product.The Owner will in no case be responsible for any loss or for any unanticipated costs that may be suffered by the A.7.1 If this payment is to be charged against federal funds, Contractor as a result of the Contractor's failure to acquire full Contractor represents and warrants that it is not currently information in advance in regard to all conditions pertaining to employed by the Federal Government.This does not preclude the the Work.No oral agreement or conversation with any officer, Contractor from holding another contract with the Federal agent, or personnel of the Owner either before or after the Government. execution of this Contract,shall affect or modify anyof the terms A.7.2 Contractor represents and warrants that Contractor is not or obligations herein contained an employee of the City of Ashland for purposes of performing A.4.2 Should the Plans or Specifications fail to particularly Work under this Contract. describe the materials,kind of goods,or details of construction or operations of any aspect of the Work,Contractor shall have SECTION B the duty to make inquiry of the Owner as to what is required ADMINISTRATION OF 771E CONTRACT prior to performance of the Work.Absent Specifications to the contrary,the materials or processes thatwould normallybeused B.I OWNER'S ADMINISTRATION OF THE CONTRACT to produce first quality finished Work shall be considered a part of the Contract requirements. BAA The Owner's Authorized Representative will provide A.4.3 Any design errors or omissions noted by the Contractor administration of the Contract as described in the Contract shall be reported promptly to the Owner's Authorized Documents(1)during construction and/or operations(2)until Representative,including without limitation,any nonconformity final payment is due and (3) during the one-year period for with applicable laws,statutes,ordinances,building codes,rules correctionof Work.The Owner's Authorized Representative will and regulations. act on behalf of the Owner to the extent provided in the Contract AAA If the Contractor believes that additional cost or Contract Documents,unless modified in writing in accordance with other Time is involved because of clarifications or instructions issued provisions of the Contract. by the Owner's Authorized Representative(or Forest Specialist) B.1.2 The Owner's Authorized Representative and/or Forest in response to the Contractor's notices or requests for Specialistbwill visit the site at intervals appropriate to the stage information,the Contractor must submit a written request to the of the Contractor's operations(1)to become generally f uniliar Owner's Authorized Representative,setting forth the nature and with and to keep the Owner informed about the progress and specific extent of the request,including all time and cost impacts quality of the portion of the Work completed,(2)to endeavor to against the Contract as soon as possible,but no later than thirty guard the Owner against defects and deficiencies in the Work, (30) Days after receipt by Contractor of the clarifications or and(3)to determine in general if Work is being performed in a instructions issued If the Owner's Authorized Representative manner indicating that the Work,when fully completed,will be denies Contractor's request for additional compensation, in accordance with the Contract Documents. The Owner's additional Contract Time,orother relief that Contractor believes Authorized Representative will not make exhaustive or results from the clarifications or instructions,the Contractor may continuous on-site inspections to check the quality or quantity of proceed to file a Claim under Section D.3, Claims Review the Work.The Owner's Authorized Representative will neither Process. If the Contractor fails to perform the obligations of have control over or charge of, nor be responsible for the Sections AAA to A.4.3,the Contractor shall pay such costs and construction or operations means, methods, techniques, damages to the Owner as would have been avoided if the sequences or procedures, or for the safety precautions and Contractor had performed such obligations. programs in connection with the Work. B.1.3 Except as otherwise provided in the Contract Documents A.5 INDEPENDENT CONTRACTOR STATUS or when direct communications have been specifically authorized, the Owner and Contractor shall endeavor to The service or services to be performed under this Contract are communicate with each other through the Owner's Authorized those of an independent contractor as defined in ORS 670.600. Representative or designee about.matters arising out of or Contractor represents and warrants that it is not an officer, relating to the Contract:Communications by and with the Forest Page 5 Of 25 —GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 Specialist's consultants shall be through the Forest Specialist. Work. Producers,suppliers,and fabricators shall also provide Communications by and with Subcontractors and material proper facilities and access to their facilities. suppliers shall be through the Contractor.Communications by and with separate contractors shall be through the Owner's B.4 PERMITS Authorized Representative. B.1.4 Based upon the Forest Specialist's evaluations of the Contractor shall obtain and pay for all necessary permits and Contractor's Application for Payment, or unless otherwise licenses,exceptforthose specificallyexcluded inthe Exhibits or stipulated by the Owner's Authorized Representative,the Forest General Conditions,for the construction and/or operations of the Specialist will review and certify the amounts due the Con tractor Work, for temporary obstructions, enclosures, opening of and will issue Certificates for Payment in such amounts. landings,roads or trails,environmental Work,etc.,as required for the project.Contractor shall be responsible for all violations B.2 CONTRACTOR'S MEANS AND METHODS; of the law,in connection with the construction and/or operations MITIGATION OF IMPACTS or caused by landings, obstructing roads, trails or otherwise. Contractor shall give all requisite notices to public authorities. B.2.1 The Contractor shall supervise and direct the Work,using The Contractor shall pay all royalties and license fees. The the Contractor's best skill and attention.The Contractor shall be Contractor shall defend all suits or claims for infringement ofany solely responsible for and have control over construction and/or patent or other proprietary rights and save harmless and operations means, methods, techniques, sequences and blameless fromloss,on account thereof,the City ofAshland,and procedures and for coordinating all portions of the Work under its departments,divisions,members and employees. the Contract,unless the Contract Documents give other specific instructions concerning these matters.If the Contract Documents B.5 COMPLIANCE WITH GOVERNMENT LAWS AND give specific insructions concerning construction and/or REGULATIONS operations means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety B.5.1 Contractor shall comply with all federal,state and local thereof and, except as stated below, shall be fully and solely laws,codes,regulations and ordinances applicable to the Work responsible for the jobsite safety of such•means, methods, and the Contract.Failure to complywith such requirements shall techniques,sequences or procedures. constitute a breach of Contract and shall he grounds for Contract B.2.2 The Contractor is responsible to protect and maintain the temtination. Without limiting the generality of the foregoing, Work during the course of construction and/or operations and to Contractor expressly agrees to comply with the following as mitigate any adverse impacts to the project, including those applicable:i)Title VI and VII of Civil Rights Act of 1964,as caused by authorized changes,which may affect cost,schedule, amended;(ii)Section 503 and 504 of the Rehabilitation Act of or quality. 1973, as amended; (iii) the Health Insurance Portability and B.2.3 The Contractor is responsible for the actions of all its Accountability Act of 1996;(iv)the Americans with Disabilities personnel,laborers,suppliers,and Subcontractors on the project. Act of 1990,as amended;(v)ORS Chapter 659A;as amended The Contractor shall enforce strict discipline and good order (vi)all regulations and administrative rules establishedpursuant among Contractor's employees andotherpersonscaryingoutthe to the foregoing laws;(vii)the SERVICE CONTRACT ACT of Work.The Contractor shall not permit employment of persons 1965(41 U.S.C.351 et seq and applicable amendments thereto; who are unfit or unskilled for the tasks assigned to them. and(viii)all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. B.3 MATERIALS AND WORKMANSHIP Owner's performance under the Contract is conditioned upon Contractor's compliance with the provisions of ORS 279C.505, B.3.1 The intent of the Contract Documents is to provide for the 2790510, 279C.515, 279C.520, and 279C.530, which are concoction and/or operations and completion in every detail of incorporated by reference herein. the Work described All Work shall be performed in a B.5.2 Contractor shall comply with all applicable requirements professional manner and unless the means or methods of of federal and state civil rights and rehabilitation statutes,rules performing a task are specified elsewhere in the Contract and regulations;and Documents,Contractor shall employ methods that are generally (a) Contractor shall not discriminate against Disadvantaged, accepted and used by the industry,in accordance with industry Minority, Women or Emerging Small Business enterprises,as standards. those terms are defined in ORS 200.005,or a business enterprise B.3.2 The Contractor is responsible to perform the Work as that is owned or controlled by or that employs a disabled veteran, required by the Contract Documents.Defective Work shall be as that term is defined in ORS 408.225, in the awarding of corected at the Contractor's expense. subcontracts. B.3.3 Work done and materials furnished shall be subject to (b) Contractor shall maintain, in current and valid form, all inspection and/or observation and testing by the Owner's licenses and certificates required by law, regulation, or this Authorized Representative to determine if they conforn to the Contract when performing the Work Contract Documents. Inspection of the Work by the Owner's B.5.3 Unless contractto federal law,Contractor shall certify that Authorized Representative does not relieve the Contractor of it shall not accept a bid from Subcontractors to perform Work as responsibility for the Work in accordance with the Contract described in ORS 701.005 under this Contract unless such Documents. Subcontractors are registered with the appropriate govenunent B.3.4 Contractor shall furnish adequate facilities,as required,for authorities at the time they submit their bids to the Contractor. the Ownet's Authorized Representative to have safe access to the B.5.4 Unless contrary to federal law,Contractor shall certi fythat Page 6 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 each landscape contractor, as defined in ORS 671.520(2), Work uncovered is unacceptable or was done without sufficient perforating Work under this Contract holds a valid landscape notice to the Owner's Authorized Representative,the uncovering contractor's license issued pursuant to ORS 671.560. and restoration shall be done at the Contractor's expense.If the B.5.5 The following notice is applicable to Contractors who Work uncovered is acceptable and was done with sufficient perform excavation Work.ATTENTION:Oregon law requires notice to the Owners Authorized Representative,the uncovering you to follow rules adopted by the Oregon Utility Notification and restoration will be paid for as a Change Order. Center.Those rules are set forth in OAR 952-001-0010 through B.7.6 If any testing or inspection reveals failure of the portions OAR 952-001-0090. You may obtain copies of the rules by of the Work to comply with requirements established by the calling the center at(503)232-1987. Contract Documents,all costs made necessary by such failure, B.5.6 Failure to comply with any or all of the requirements of including those of repeated procedures and compensation for the B.5.1 through B.5.5 shall be a breach of Contract and constitute Owner's Authorized Representative's and Forest Specialist's grounds for Contract termination. Damages or costs resulting services and expenses,shall be at the Contractor's expense. from such noncompliance shall be the responsibility of B.7.7 When the United States government participates in the cost Contractor. of the Work,or the Owner has an agreement with other public or private organizations, or if any portion of the Work is being B.6 SUPERINTENDENCE performed for a third party or in close proximity to third party facilities,representatives of these organizations have the right to Contractor shall keep on the site, during the progress of the inspect the Work affecting their interests or property.Their right Work,a competent superintendent and any necessary assistants to inspect shall not nuke them a party to the Contract and shall who shall be satisfactory to the Owner and who shall represent not interfere with the rights of the parties of the Contract. the Contractor on the site.Directions given to the superintendent Instructions or orders of such parties shall be transmitted to the by the Owner's Authorized Representative shall be confirmed in Contractor,through the Owner's Authorized Representative. writing to the Contractor. B.8 SEVERABILITY B.7 INSPECTION If any provision of this Contract is declared by a court to be B.7.1 Owners Authorized Representative shall haveaccesstothe illegal or in conflict with any law,the validity of the remaining Work at all times. terms and provisions shall not be affected and the rights and B.7.2 Inspection of the Work will be made by the Owner's obligations oftheparties shall be construed andenforced as if the Authorized Representative at its discretion, The Owner's Contract did not contain the particular provision held to be Authorized Representativewill have authoritytoreject Workthat invalid does not conform to the Contract Documents.Any Work found to be not in conf rmiance with the Contract Documents,in the B.9 ACCESS TO RECORDS discretion of the Owners Authorized Representative, shall be halted or removed and replaced at the Contractor's expense. B.9.1 Contractor shall keep,at all times on the Work site,one B.7.3 Contractor shall make or obtain at the appropriate time all record copy of the complete Contract Documents,including the tests,inspections and approvals of portions of the Work required Plans,Specificat ions,Change Orders and addenda,in good order by the Contract Documents or by laws, ordinances, rules, and marked currently to record field changes and selections made regulations or orders of public authorities having jurisdiction. during construction and/or operations,and one record copy of Unless otherwise provided, the Contractor shall make Shop Drawings,Product Data,Samples and similar submittals, arrangements for such tests,inspections and approvals with an and shall at all times give the Owner's Authorized Representative independent testing laboratory or entity acceptable to the Owner, access thereto. or with the appropriate public authority,and shall bear all related B.9.2 Contractor shall retain and the Owner and its duly costs of tests, inspections and approvals.Tests or inspections authorized representatives shall have access to,for a period not conducted pursuant to the Contract Documents shall be made less than ten(10)years,all Record Documents,financial and promptly to avoid unreasonable delay in the Work. The accounting records, and other books, documents, papers and Contractor shall give the Owner's Authorized Representative records of Contractor which we pertinent to the Contract timely notice of when and where tests and inspections are to be including records pertaining to Overhead and indirect costs,for made so that the Owner's Authorized Representative may be the purpose of nuking audit, examination, excerpts and present for such procedures. Required certificates of testing, transcripts.If for any reason,any part of the Contract is involved inspection or approval shall, unless otherwise required by the in litigation, Contractor shall retain all such records until all Contract Documents,be secured by the Contractor and promptly litigation is resolved.The Owner and/or its agents shall continue delivered to the Owner's Authorized Representative. to be provided full access to the records during litigation. B.7.4 As required by the Contract Documents, Work done or material used without inspection or testing by the Owners B.10 WAIVER Authorized Representative may be ordered removed at the Contractors expense. Failure of the Owner to enforce any provision of this Contract B.7.5 If directed to do so any time before the Work is accepted, shall not constitute a waiver or relinquishment by the Owner of the Contractor shall uncover portions of the completed Work for the right to such performance in the future nor of the right to inspection. After inspection,the Contractor shall restore such enforce any other provision of this Contract. portions of Work to the standard required by the Contract.If the Page 7 Of 25 —GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 B.11 SUBCONTRACTS AND ASSIGNMENT other contracts related to or unrelated to the Work of this Contract.The Contractor of this Contract will fully cooperate B.I 1.1 Contractor shall require each Subcontractor,to the extent with any and all other contractors without additional cost to the of the Work to be perforated by the Subcontractor,to be bound Owner in the mamrer described in section B.13. by the terms and conditions of these General Conditions,and to assume toward the Contractor all of the obligations and B.15 GOVERNING LAW responsibilities which the Contractor assumes toward the Owner thereunder,unless(1)the same are clearly inapplicable to the This Contract shall be governed by and construed in accordance subcontract at issue because of legal requirements or industry with the laws of the State of Oregon without regard to principles practices,or(2)specific exceptions are requested by Contractor of conflict of laws. and approved in writing by Owner. Where appropriate, Contractor shall require each Subcontractor to enter into similar B.16 LITIGATION agreements with sub-subcontractors at any level. B.11.2 At Owner's request,Contractor shall submit to Owner Any Claim between Owner and Contractor that arises from or prior to their execution either Contractor's form of subcontract, relates to this Contract and that is not resolved through the or the subcontract to be executed with any particular Claims Review Process in Section D.3 shall be brought and Subcontractor.If Owner disapproves such fomr,Contractor shall conducted solely and exclusively within the Circuit Court of not execute the form until the matters disapproved are resolved Jackson County for the State of Oregon;provided,however,if a to Owner's satisfaction. Owner's review, comment upon or Claimmust be brought in a federal forum,then it shall be brought approval of any such form shall not relieve Contractor of its and conducted solely and exclusively within the United States obligations under this Agreement or be deemed a waiver of such District Court for the District of Oregon. In no event shall this obligations of Contractor. section be comwed as a waiver by the City of Ashland on any B.11.3 Contractor shall not assign,sell,or transfer its rights,or form of defense or immunity, whether sovereign immunity, delegate its responsibilities under this Contract,in whole or in governmental immunity, immunity based on the Eleventh part,without the prior written approval of the Owner.No such Amendment to the Constitution oftheUnited States orotherwise, written approval shall relieve Contractor of any obligations of from any claim or from the jurisdiction of any court. this Contract'and any transferee shall be considered the agent of CONTRACTOR BY EXECUTION OF TIES CONTRACT the Contractor and bound to perform in accordance with the HEREBY CONSENTS TO THE IN PERSONAM Contract Documents.Contractor shall remain liable as between JURISDICTION OF THE COURTS REFERENCED IN THIS the original parties to the Contract as if no assignment had SECTION B.16. occurred B.17 ALLOWANCES B.12 SUCCESSORS IN INTEREST 8.17.1 The Contractor shall include in the Contract Price all The provisions of this Contract shall be binding upon and shall allowances stated in the Contract Documents.Items covered by accrue to the benefit of the parties to the Contract and their allowances shall be supplied for such amounts and by such respective permitted successors and assigns. persons or entities as the Owner may direct. B.17.2 Unless otherwise provided in the Contract Documents: B.13 OWNER'S RIGHT TO DO WORK (a)when finally reconciled,allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and Owner reserves the right to perform other or additional work at all required taxes,less applicable trade discounts; or near the project site with other forces than those of the (b)Contractor's costs for unloading and handling at the site, Contractor.If such work takes place within or next to the project labor, installation costs, Overhead, profit and other expenses .site,Contractor will coordinate work with the other contractors contemplated for stated allowance amounts shall be included in or forces,cooperate with all other contractors or forces,carry out the Contract Price but not in the allowances; the Work in a way that will minimize interference and delay for (c)whenever costs are more than or less than allowances,the all forces involved,place and dispose of materials being used so Contract Price shall be adjusted accordingly by Change Order. as not to interfere with the operations of another,and join the The amount of the Change Order shall reflect(i)the difference Work with the work of the others in an acceptable manner and between actual costs and the allowances under Section B.17.2(a) perform it in proper sequence to that of the others.The Owner's and(2)changes in Contractor's costs under Section B.17.2(b). Authorized Representative will resolve any disagreements that (d)Unless Owner requests otherwise,Contractor shal I provide to may arise between or among Contractor and the other contractors Owner a proposed fixed price for any allowance work prior to its over the method or order of doing all work(including the Work). performance. In case of unavoidable interference, the Owner's Authorized Representative will establish work priority(including the Work) B.18 SUBMITTALS,SHOPDRAWINGS,PRODUCTDATA which generally will be in the sequence that the contracts were AND SAMPLES awarded B.18.1 The Contractor shall prepare and keep current,for the B.14 OTHER CONTRACTS Forest Specialist's approval (or for the approval of Owner's Authorized Representative if approval authority has not been In all cases and at any time,the Owner has the right to execute delegated to the Forest Specialist), a schedule and list of r Page 8 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 submittals which is coordinated with the Contractor's until the respective submittal has been approved by the Forest construction and/or operations schedule and allows the Forest Specialist. Spmialistreasonabletimetomviewsubmittals.Ownerreserves B.18.6 The Work shall be in accordance with approved the right to finally approve the schedule and list of submittals. submittals except that the Contractor shall not be relieved of Submittals include,without limitation,Shop Drawings,Product responsibility for deviations from requirements of the Contract Data,and Samples which are described below. Documents by the Forest Specialist's review or approval of Shop (a)Shop Drawings are drawings,diagrams,schedules and other Drawings,Product Data,Samples orsimilar submittalsunlessthe data specially prepared for the Work by the Contractor or a Contractor has specifically informed the Forest Specialist in Subcontractor(including any sub-subcontractor),manufacturer, writing of such deviation at the time of submtittal and supplier or distributor to illustrate some portion of the Work. (i)the Forest Specialist has given written approval to the specific (b) Product Data are illustrations, standard schedules, deviation as a minor change in the Work,or performance charts,instructions,brochures,diagrams and other (it)a Change Order has been executed by Owner authorizing the information furnished by the Contractor to illustrate materials or deviation.The Contractor shall not be relieved of responsibility equipment for some portion of the Work. for en-ors or omissions in Shop Drawings,Product Data,Samples (c) Samples are physical examples which illustrate materials, or similar submittals by the Forest Specialist's review or equipment orworkmanship and establish standards by which the approval thereof. Work will be judged. B.18.7 In the event that Owner elects not to have the obligations B.18.2 Shop Drawings, Product Data, Samples and similar and duties described under this Section B.18 performed by the submittals are not Contract Documents.The purpose of their Forest Specialist,or in the event no Forest Specialist is employed submittal is to demonstrate for those portions of the Work for by Owner on the project,all obligations and duties assigned to which submittals are required by the Contract Documents the the Forest Specialist hereunder shall be performed bytheOwners way by which the Contractor proposes to conform to the Authorized Representative. information given and the design concept expressed in the Contract Documents. Review of submittals by the Forest B.19 SUBSTITUTIONS Specialist is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions The Contractor may make Substitutions only with the consent of and quantities,or for substantiating instructions for installation the Owner, after evaluation by the Owner's Authorized or performance of equipment or systems, or for approval of Representative and only in accordance with a Change Order. safety precautions or,unless otherwise specifically stated by the Substitutions shall be subject to the requirements of the bid Forest Specialist,of any construction and/or operations means, documents.By making requests for Substitutions,the Contractor methods, techniques, sequences or procedures, all of which represents that the Contractor has personally investigated the remain the responsibility of the Contractor as required by the proposed substitute product;represents that the Contractor will Contract Documents. The Forest Specialist's review of the providethesamewarrantyforthe Substitution that the Contractor Contractor's submittals shall not relieve the Contractor of its would for the product originally specified unless approved obligations under the Contract Documents. The Forest otherwise;certifies that the cost data presented is complete and Specialist's approval of a specific item shall not indicate includes all related costs under this Contract including redesign approval of an assembly of which the item is a component. costs,and waives all claims for additional costs related to the Informational submittals upon which the Forest Specialist is not Substitution which subsequently become apparent; and will expected to take responsive action may be so identified in the coordinate the installation of the accepted Substitution,nuking , Contract Documents.Submittals which are not required by the such changes as may be required for the Work to he completed . Contract Documents may be recurred by the Forest Specialist in all respects. without action. B.18.3 The Contractor shall review for compliance with the Contract Documents,approve and submit to B.20 USE OF PLANS AND SPECIFICATIONS the Forest Specialist Shop Drawings,Product Data,Samples and similar submittals required by the Contract Documents with Plans,Specifications and related Contract Documents famished reasonableprompmess and in such sequence as to cause no delay to Contractor by Owner or Owner's Forest Specialist shall be in the Work or in the activities of the Owner or of separate used solely for the performance of the Work under this Contract. contractors.Submittals which we not narked as reviewed for Contractorand its Subcontractors andsuppliers areauthorized to compliance with the Contract Documents and approved by the use and reproduce applicable portions of such documents Contractor may be returned by the Forest Specialist without appropriate to the execution of the Work,but shall not claim my action. ownership or other interest in them beyond the scope of this B.18.4 By approving and submitting Shop Drawings,Product Contract, and no such interest shall attach. Unless otherwise Data,Samples and similar submittals,the Contractor represents indicated,all common law,statutory andother reserved rights,in that the Contractor has determined and verified materials,field addition to copyrights,are retained by Owner. measurements and field construction and/or operations criteria related thereto,or will do so,and has checked and coordinated B.21 FUNDS AVAILABLE AND AUTHORIZED the information contained within such submittals with the requirements of the Work and of the Contract Documents. Owner reasonably believes at the time of entering into this B.18.5 The Contractor shall perform no portion of the Work for Contract that sufficient funds are available and authorized for which the Contract Documents require submittal and review of expenditure to finance the cost of this Contract within the Shop Drawings, Product Data, Samples or similar submittals Owners appropriation or limitation.Contractor understands and Page 9 of 25 —GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 agrees that,to the extent that sufficient funds me not available from the date of completion of the Contract. and authorized for expenditure to finance the cost of this C.2.2 Pursuant to ORS 279C.845(7),the Owner shall retain 25 Contract, Owner's payment of amounts under this Contract percent of any amount earned by the Contractor on this public attributable to Services performed after the last day of the current works project until the Contractor has filed the certified biennium is contingent on Owner receiving from the Oregon statements required by section Legislative Assembly appropriations, limitations or other C.2.L The Owner shall pay to the Contractor the amount retained expenditure authority sufficient to allow Owner,in the exercise under this subsection within 14 days after the Contractor files the of its reasonable administrative discretion,to continue to make required certified statements, regardless of whether a payments under this Contract. Subcontractor has failed to file certified statements. C.2.3 Pursuant to ORS 279C.845(8),the Contractor shall retain B.22 NO THIRD PARTY BENEFICIARIES 25 percent of any amount eamed by a first-tier Subcontractor on this public works project until the first-tier Subcontractor has Owner and Contractor are the only parties to this Contract and filed with the Owner the certified statements required by C.2.1. are the only parties entitled to enforce its terms.Nothing in this Before paying any armunt retained under this subsection, the Contract gives,is intended to give,or shall be construed to give Contractor shall verify that the first-tier Subcontractor has filed or provide any benefit or right,whether directly,indirectly,or the certified statement, Within 14 days after the first-tier otherwise, to third persons unless such third persons are Subcontractor files therequiredcertified statement the Contractor individually identified byname herein and expresslydescribed as shall pay the first-tier Subcontractor any amount retained under intended beneficiaries of the terms of this Contract. this subsection. C.2.4 In accordance with statutory requirements, and SECTION C administrative niles promulgated by the Commissioner of the WAGESANDLABOR -Bureau of Labor and Industries, the fee required by ORS 279C.825(1)will be paid by Owner to the Commissioner. C.1 MINIMUM WAGE RATES ON PUBLIC WORKS C.3 PROMPT PAYMENT AND CONTRACT Contractor shall comply fully with the provisions of ORS - CONDITIONS 279C.800 through 279C.870. Documents establishing those . conditions,as determined by the Commissioner of the Bureau of C.3.1 Pursuant to ORS 279C.505 and as a condition to Owner's Labor and industries(BOLL),are included as attachments to or performance hereunder,the Contractor shall: are incorporated by reference in the Contract Documents. C.3.1.1 Make payment promptly,as due,to all persons supplying Contractor shall pay workers at not less than the specified to Contractor labor or materials for the prosecution of the Work minimum hourly rate of wage,and shall include that requirement provided for in this Contract. in all subcontracts. C.3.1.2 Pay al l contributions or amounts due the State Industrial Accident Fund from such Contractor or Subcontractor incurred C.2 PAYROLL CERTIFICATION;ADDITIONAL in the performance of the Contract. RETAINAGE;FEE REQUIREMENTS C.3.1.3 Not pertmt any lien or claim to be filed or prosecuted against the Owner on account of any labor or material famished C.2.1 In accordance with ORS 279C.845, the Contractor and Contractorwill not assign anyclaims that Contractor has against every Subcontractor shall submit written certified statements to Owner, or assign any sums due by Owner,to Subcontractors, the Owner's Authorized Representative,on the foam prescribed suppliers,or manufacturers,and will not make any agreement or by the Commissioner of the Bureau of Labor and Industries, act in any way to give Subcontractors a claim or standing to certifying the hourly rate of wage paid each worker which the make a claim against the Owner. Contractor or the Subcontractor has employed on the project and C.3.1.4 Pay to the Department of Revenue all sums withheld further certifying that no worker employed on the project has from employees pursuant to ORS 316.167. been paid less than the prevailing rate of wage or less than the C.3.1.5 Demonstrate that an employee drug testing program is in minimum hourly rate of wage specified in the Contract,which place as follows: certificate and statement shall be verified by the with of the (a) Contractor represents and warrants that Contractor has in Contractor or the Subcontractor that the Contractor or place at the time of the execution of this Contract, and shall Subcontractor has read the certified statement;that the Contractor maintain during the termofthis Contract,aQualifying Employee or Subcontractor knows the contents of the certified statement Drug Testing Program for its employees that includes, at a and that to the Contractor's or Subcontractor's best knowledge minimum,the following: and belief thecertified statement is true.Thecertified statements (1)A written employee drug testing policy, shall set out accurately andcompletely the payroll records farthe (2) Required drag testing for all new Subject Employees or, prior week including the name and address of each worker,the alternatively,required testing of all Subject Employees every 12 worker's correct classification, rate of pay, daily and weekly months on a random selection basis,and number of hours worked, deductions made and actual wages (3)Required testing of a Subject Employee when the Contractor paid. Certified statements for each week during which the has reasonable cause to believe the Subject Employee is under Contractor or Subcontractor has employed a worker on the the influence of drugs. project shall be submitted once a month,by the fifth business day A drug testing program that meets the above requirements will be of the fol[owing month.The Contractor and Subcontractors shall deemeda"Qualifying Employee Drug Testing Program"For the preserve the certified statements for a period of ten(10)years purposes of this section,an employee is a"Subject Employee" Page 10 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 only if that employee will be working on the project job site. for processing payments if the Contractor: (b)Contractor shall require each Subcontractor providing labor (1)Notifies the Subcontractor in writing at least 45 days before for the project to: - the date on which the Contractor makes the change;and (1) Demonstrate to the Contractor that it has a Qualifying (2)Includes with the written notice a copy ofthe new or changed Employee Drug Testing Program for the Subcontractor's Subject form or a description of the new or changed procedure. Employees,and represent and warrant to the Contractor that the (d)An interest penalty clause that obligates the Contractor,if the Qualifying Employee Drug Testing Program is in place at the Contractor does not pay the first-tier Subcontractor within thirty time of subcontract execution and will continue in full force and (30)Days after receiving payment from Owner,to pay the first- effect for the duration of the subcontract,or tier Subcontractor an interest penalty on amounts due in each (2) Require that the Subcontractor's Subject Employees payment the Contractor does not make in accordance with the participate in the Contractor's Qualifying Employee Drug payment clause included in the subcontract under paragraph(a) Testing Program for the duration of the subcontract. of this subsection.Contractor or first-tier Subcontractor is not C.3.2 Pursuant to ORS 279C.515,and as a condition to Owner's obligated to pay an interest penalty if the only reason that the performance hereunder,Contractor agrees: Contractoror first-tier Subcon tractordidnotmakepaymentwhen C.3.2.IIfContractor fails,neglects or refuses to pay promptly a payment was due is that the Contractor or first-tier Subcontractor person's claim for labor or services that the person provides to did not receive payment from Owner or Contractor when the Contractor or a Subcontractor in connection with the project payment was due.The interest penalty applies to the period that as such claim becomes due,the proper officer that represents the begins on the day after the required payment date and that ends Owner may pay the amount of the claim and charge the amount on the date on which the amount due is paid;and is computed at of the payment against funds due or to become due Contractor the rate specified in ORS 2790515(2). under this Contract. Paying a claim in this manner shall not (e)A clause which requires each of Contractors Subcontractors relieve the Contractor or the Contractors surety from obligation to include, in each of their contracts with lower-tier with respect to an unpaid claim Subcontractors or suppliers,provisions to the effect that the first C.3.2.2 If the Contractor or a fast-tier Subcontractor fails, tier Subcontractor shall pay its lower-tier Subcontractors and neglects or refuses to pay a person that provides labor or suppliers in accordance with the provisions of paragraphs(a) materials in connection with the public contract for a public through(d)above and requiring each oftheir Subcontractors and improvement within thirty(30) Days after receiving payment suppliers to include such clauses in their subcontracts and supply from Owner or a contractor, the contractor or first-tier contracts. Subcontractor owes the person the amount due plus interest C.3.4 All employers,including Contractor,that employ subject charges that begin at the end of the 10-Day period within which workers who work under this contract in the State of Oregon payment is due under ORS 279C.580(3)and that end upon final shall comply with ORS 656.017 and provide the required payment,unless payment is subject to a good faith dispute as Workers' Compensation coverage, unless such employers are defined in ORS 279C.580.The rate ofinterest on the amount due exempt under ORS 656.126.Contractor shall ensure that each of is nine percent per annum The amount of interest may not be its Subcontractors complies with these requirements. waived. C.3.2.3 If the Contractor or a Subcontractor fails, neglects or CA PAYMENT FOR MEDICAL CARE refuses to pay a person that provides labor or materials in connection with the Contract,the person may file a complaint Pursuant to ORS 279C.530, and as a condition to Owners with the Construction Contractors Board, unless payment is performance hereunder,Contractor shall promptly,as due,make subject to a good faith dispute as defined in ORS 279C.580. payment to any person,partnership,association or corporation Every contract related to this Contract must contain a similar famishing medical,surgical,and hospital care or other needed clause. care and attention, incident to sickness or injury, to the C.3.3 Pursuant to ORS 279C.580,Contractor shall include in employees of such Contractor,all sums of which the Contractor each subcontract for property or services the Contractor enters agrees to pay for such services and all moneys and sums which into with a first-tier Subcontractor,includinga material supplier, the Contractor has collected or deducted from the wages of for the purpose of performing a construction and/or operations personnel pursuant to any law, contract or agreement for the contract: purpose of providing or paying for such services. (a)A payment clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under the C.5 HOURS OF LABOR subcontract within ten(10)Days out of amounts the Owner pays to the Contractor under the Contract; As a condition to Owners performance hereunder,Contractor (b)A clause that requires the Contractor to provide the first-tier shall complywith ORS 279C.520,as amended from time to time Subcontractor with a standard form that the first-tier and incorporated herein by this reference: Pursuant to ORS Subcontractor may use as an application for payment or as 279C.520 andas a condition toOwnees perfomnancehereunder, another methodbywhich the Subcon tractormayclaim a payment nopersonshall beemployedtoperfomWorkunderthis Contract due from the Contractor, for more than ten(10)hours in anyone day or forty(40)hours in (c)A clause that requires the Contractor,except as otherwise any one week,except in cases of necessity,emergency or where provided in this paragraph, to use the same form and regular public policy absolutely requires it.In such instances,Contractor administrative procedures for processing payments during the shall pay the employee at least time and a half pay: entire term of the subcontract.The Contractor may change the (a)For all overtime in excess of eight(8)hours a day or forty form or the regular administrative procedures the Contractoruses (40) hours in any one week when the work week is five Page 11 of 25-GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 consecutive Days,Monday through Friday;or exists under the Contract on the parties covering the terms and (b)For all overtime in excess of ten(10)hours a day or forty(40) conditions of the additional Work. hours in any one week when the work week is four consecutive (b)If the Owner elects not to utilize unit pricing,or in the event Days,Monday through Friday,and that unit pricing is not availableorappropriate,fixedpricing may (c)For all Work performed on Saturday and on my legal holiday be used for Change Order Work.In fixed pricing the basis of specified in ORS 279C.540.This section C.5 will not apply to payments or total price shall be agreed upon in writing between Contractor's Work under this Contract if Contractor is currently the parties to the Contract,and shall be established before the a party to a collective bargaining agreement with any labor Work is done whenever feasible. The mark-ups set forth in organization.This Section C.S shall not excuse Contractor from D.13(c)shall be utilized by the parties as a guide in establishing completion of the Work within the time required under this fixed pricing, and will not be exceeded by Owner without Contract. adequate justification. Cost and price data relating to Change Orders shall be supplied by Contractor to Owner upon request, SECTION D but Owner shall be under no obligation to make such requests. CHANGES IN THE WORK (c)In the event that unit pricing and fixed pricing are not utilized, then Change Order Work shall be performed on a cast D.1 CHANGES IN WORK reimbursement basis for Direct Costs. Such Work shall be compensated on the basis ofthe actual,reasonable and allowable D.1.1 The terms of this Contract shall not be waived,altered, cost of labor,equipment,and material furnished on the Work modified,supplemented or amended in any manner whatsoever performed.In addition,the following markups shall be added to without prior written approval of the Owner's Authorized the Contractors or Subcontractor's Direct Costs as full Representative,and then only in a manner consistent with the compensation for profit,Overhead and other indirect costs for Change Order provisions of this Section D.1 and after any Work directly performed with the Contractor's or necessary approvals required by public contracting laws have Subcontractor's own forces: been obtained. Otherwise, a formal contract amendment is On Labor..................... 15% required,which shall not be effective until its execution by the On Equipment.............. 10% parties to this Contract and all approvals required by public On Materials................. 10% contracting laws have been obtained. When Change Order Work under D.1.3(c) is invoiced by an D.1.2 It is mutually agreed that changes in Plans,quantities,or authorized Subcontractor at any level, each ascending tier details of construction and/or operations are inherent in the Subcontractor or Contractor will be allowed a 5%supplemental nat ureofcons tmctionand/oroperationsandmaybe necessary or mark-up on each piece of subcontract Work covered by such desirable during the course of construction and/or operations. Change Order. Payments made to the Contractor shall be Within the general scope of this Contract, the Owner's complete compensation for Overhead,profit,and all costs that Authorized Representative mayat anytime,without notice to the were incurred by the Contractor or by other forces furnished by sureties and without impairing the Contract, require changes the Contractor, including Subcontractors, for Change Order consistent with this Section D.1.All Change Order Work shall be Work.Owner may establish a maximum cost for Change Order executed under the conditions of the Contract Documents.Such Work under this Section D.1.3(c),which shall not be exceeded changes may include,but are not limited to: for reimbursement without additional written authorization from (a)Modification of specifications and design. Owner.Contractor shall not be required to complete such Change (b)Increases or decreases in quantities. Order Work without additional authorization. (c)Increases or decreases to the amount of Work. D.1.4 Any necessary adjustment of Contract Time that may be (d)Addition or elimination of any Work item. required as a result of a Change Order most be agreed upon by (e)Change in the duration of the project. the parties before the start of the Change Order Work unless (1)Acceleration or delay in performance of Work. Owner's Authorized Representative authorizes Contractorinstart (g)Deductive changes. . the Work before agreement on Contract Time adjustment. Deductive changes are those that reduce the scope of the Work, Contractor shall submit any request for additional compensation and shall be made by mutual agreement whenever feasible,as (and additional Contract Time if Contractor was authorized to determined by Owner. In cases of suspension or partial start Work before an adjustment of Contract Time was approved) termination under Section J, Owner reserves the right to as soon as possible but no later than thirty(30)Days after receipt unilaterally impose a deductive change and to self perform such of the Change Order. If Contractor's request for additional Work,for which the provisions of B.13(Owner's Right to Do compensation or adjustment of Contract Time is not made wi thin Work)shall then apply.Adjustments in compensation shall be the thirty(30)day time limit,Contractor's requests pertaining to made under the provisions of D.1.3,in which costs for deductive that Change Order are barred The thirty(30)day time limit for changes shall be based upon a Direct Costs adjustment together making requests shall not be extended for any reason,including withthe related percentage markup specified for profit,Overhead without limitation Contractor'sclaimedinabilityto deterninethe and other indirect costs,unless otherwise agreed to by Owner. amount of additional compensation or adjustment of Contract D.1.3 The Owner and Contractor agree that Change Order Work Time,unless an extension is granted in writing by Owner.If the shall be administered and compensated according to the Owner's Authorized Representative denies Contractor's request following: for additional compensation or adjustment of Contract Time, (a)Unitpricing maybe utilized at the Owner's option when unit Contractor may proceed to file a Claim under Section D.3, pricesorsolicitation alternates were provided that established the Claims Review Process.Noothamimbursement,compensation, schedule of costs for additional Work,and a binding obligation or payment will be made,except as provided in Section D.1.5 for Page 12 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 impact claims. The Contractor is notified that numerous changes may be D.1.5 If any Change Order Work under Section D.1.3 causes an required and that there will be no compensation made to the increase or decrease in the Contractor's cost of,or the Contract Contractor directly related to the number of changes. Each Titre required for theperfonnance of,any other part of the Work change will he evaluated for extension of Contract Time and under this Contract,the Contractor most submit a written request increase or decrease in compensation based on its own merit. to the Owner's Authorized Representative, setting forth the nature and specific extent of the request,including all time and D.2 DELAYS cost impacts against the Contract as soon as possible,but no later than thirty (30) Days after receipt of the Change Order by D.2.1 Delays in construction and/or operations include Contractor.The thirty(30)day time limit applies to claims of "Avoidable Delays",which are defined in Section D.2.1.1,and Subcontractors,suppliers,or manufacturers that may be affected "Unavoidable Delays",which are definod in Section D.2.1.2.The by the Change Order and that request additional compensation or effect of Avoidable Delays is described in Section D.2.2 and the an extension of Contract Time to perform; Contractor has effect of Unavoidable Delays is described in Section D.2.3. responsibility for contacting its Subcontractors, suppliers, or D.2.1.1 Avoidable Delays include any delays other than manufacturers withinthe thirty(30)daytime limit,and including Unavoidable Delays,and include delays that otherwise would be their requests with Contractor's requests.If the request involves considered Unavoidable Delays but that: Work to be completed by Subcontractors, or materials to be (a)Could have been avoided by the exercise of care,prudence, furnished by suppliers or nanufacmrers,such requests shall be foresight, and diligence on the part of the Contractor or its submitted to the Contractor in writing with full analysis and Subcontractors. justification for the compensation and additional Contract Time (b)Affect only a portion of the Work and do not necessarily requested.The Contractorwill analyze andevaluate the merits of prevent or delay the prosecution of other parts of the Work nor the requests submitted by Subcontractors, suppliers, and the completion of the whole Work within the Contract Time. manufacturers to Contractor prior to including those requests and (c) Do not impact activities on the accepted critical path Contractor's analysis and evaluation of those requests with schedule. Contractor's requests for additional compensation or Contract (d) Are associated with the reasonable interference of other Time that Contractor submits to the Owner's Authorized contractors employed by the Owner that do not necessarily Representative. Failure of Subcontractors, suppliers, prevent the completion of the whole Work within the Contract manufacturers or others to submit their requests to Contractor for Time. inclusion with Contractor's requests submitted to Owner's D.2.1.2 Unavoidable Delays include delays other than Avoidable Authorized Representative within the time period and by the Delays that are: means described in this section shall constitute a waiver of these (a)Caused by any actions of the Owner,Owner's Authorized Subcontractor claims.The Owner's Authorized Representative Representative,or any other employee or agent of the Owner,or and the Owner will not consider direct requests or claims from by separate contractor employed by the Owner. Subcontractors,suppliers,manufacturers or others not a party to (b)Caused by any site conditions which differ materially from this Contract. The consideration of such requests and claims what was represented in the Contract Documents or from under this section does not give any person,not a party to the conditions that would morally be expected to exist and be Contract the right to bring a claim against the City of Ashland, inherent to the construction and/or operations activities defined whether in this claims process, in litigation,or in any dispute in the Contract Documents. The Contractor shall notify the resolution process. If the Owner's Authorized Representative Owner's Authorized Representative innnediatelyofdifferingsite denies the Contractor's request foradditional cornpensationoran conditions before the area has been disturbed. The Owner's extension of Contract Time,the Contractor nay proceed to file Authorized Representative will investigate the area and make a a Claim under Section D.3,Claims Review Process. deternimition as to whether or not the conditions differ D.1.6 No request or Claim by the Contractor for additional costs materially from either the conditions stated in the Contract or an extension of Contract Time shall be allowed if made after Documents or those which could reasonably be expected in receipt of final payment application under this Contract. execution of this particular Contract. If Contractor and the Contractor agrees to submit its final payment application within Owner's Authorized Representative agree that a differing site ninety(90) days after Substantial Completion,unless written condition exists, any additional compensation or additional extension is granted by Owner.Contractor shall not delay final Contract Time will be determined based on the process set forth payment application for any reason,including without limitation in Section DI.5 for Change Order Work. If the Owner's nonpayment of Subcontractors, suppliers, manufacturers or Authorized Representative disagrees that a differing site others not a party to this Contract, or lack of resolution of a condition exists and denies Contractor's request for additional dispute with Owner or any other person of matters arising out of compensation or Contract Time,Contractor may proceed to file or relating to the Contract.If Contractor fails to submit its final a Claim under Section D.3,Claims Review Process. payment application within ninety(90)days after Substantial (c)Caused by Force Majeure acts, events or occurrences that Completion,and Contractor has not obtained written extension could not have been avoided by the exercise of care,prudeme, by Owner, all requests or Claims for additional costs or an foresight, and diligence on the part of the Contractor or its extension of Contract Time shall be waived. - Subcontractors. D.1.7 It is understood that changes in the Work are inherent in (d)Caused by adverse weather conditions.Any adverse weather construction and/or operations of this type. The number of conditions must be substantiated by docaunentary,evidence that changes,the scope of those changes,and the effect they have on weather conditions were abnormal for the specific time period the progress of the original Work cannot be defined at this time. claimed,could not have been anticipated by the Contractor,and Page 13 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 adversely impacted the project in a mariner that could not be Contract terms,payment of money,extension of Contract Time avoided by rescheduling the Work or by implementing measures or other relief, provided that such initial request has been to protect against the weather so that the Work could proceed A submitted in accordance with the requirements and within the rain,windstorm,high water,or other natural phenomenon for the time limits established in these General Conditions.Within thirty specific locality of the Work,which might reasonably have been (30)Days after the initial Claim,Contractor shall submit to the anticipated from the previous 10-year historical records of the Owner's Authorized Representative, a complete and detailed general locality of the Work,shall not be construed as abnormal. description of the Claim(the"Detailed Notice")that includes all The parties agree that rainfall greater than the following levels information required by Section D.3.2.Unless the Claim is made cannot be reasonably anticipated: in accordance with these time requirements,it shall be waived. (i) Daily rainfall equal to,or greater than, 0.50 inch during a D.3.2 The Detailed Notice of the Claim shall be submitted in month when the monthly rainfall exceeds the normal monthly writing by Contractor and shall include a detailed, factual average by twenty-five percent(25%)or more. statement of the basis of the Claim, pertinent dates, Contract (ii)daily rainfall equal to,or greater than,0.75 inch at any time. provisions which support or allow the Claim, reference to or The Office of the Environmental Data Service of the National copies of any documents which support the Claim, the dollar Oceanic and Atmospheric Administrationofthe U.S.Department value of the Claim,and the Contract Time extension requested of Commerce nearest the project site shall be considered the for the Claim If the Claim involves Work to be completed by official agency of record for weather information. Subcontractors, the Contractor will analyze and evaluate the D.2.2 Except as otherwise provided in ORS 279C.315, merits of the Subcontractor claim prior to forwarding it and that Contractor shall not be entitled to additional compensation or analysis and evaluation to the Owner's Authorized additional Contract Time for Avoidable Delays. Representative.The Owner's Authorized Representative and the D.2.3 In the event of Unavoidable Delays,based on principles of Owner will not consider direct claims from Subcontractors, equitable adjustment, Contractor may be entitled to the suppliers,manufacturers,or others not a party to this Contract. following: Contractor agrees that it will make no agreement,covenamt,or (a) Contractor may be entitled to additional compensation or assignment,nor will it commit any other act that will permit or additional Contract Time, or both, for Unavoidable Delays assist any Subcontractor, supplier, manufacture, or other to described in Section D.2.1.2(a)and(b). directly or indirectly make a claim against Owner. (b)Contractor may be entitled to additional Contract Time for D.3.3 The Owner's Authorized Representative will review all Unavoidable Delays described in Section D.2.1.2(c)and(d).In Claims andtakeoneor moreofthe following preliminary actions the event of any requests for additional compensation or within ten(10)Days of receipt of the Detailed Notice of a Claim additional Contract Time,or both,as applicable,arising under (1) request additional supporting information from the this Section D.2.3 for Unavoidable Delays,other than requests Contractor;(2)infornthe Contractor and Owner inwritingofthe for additional compensation or additional Contract Time for time required for adequate review and response;(3)reject the differing site conditions for which a reviewprocess isestablished Claim in whole or in part and identify the reasons for rejection; under Section D.2.1.2 (b), Contractor shall submit a written (4) based on principles of equitable adjustment, recommend notification of the delay to the Owner's Authorized approval of all or pan of the Claim;or(5)propose an alternate Representative within two(2) Days of the occurrence of the resolution. cause of the delay.This written notification shall state the cause D.3.4TheOwner's Authorized Representative's decision shallbe of the potential delay,the project components impacted by the final and binding on the Contractor unless appealed by written delay, and the anticipated additional Contract Time or the notice to the Owner within fifteen(15)Days of receipt of the additional compensation,or both,as applicable,resulting from decision. The Contractor must present written documentation the delay.Within seven(7)Days after the cause of the delay has supporting the Claim within fifteen(15)Days of the notice of been mitigated,or in no case more than thirty(30)Days after the appeal. After receiving the appeal documentation,the Owner initial written notification, the Contractor shall submit to the shall review the materials and render a decision within thirty(30) Owner's Authorized Representative, a complete and detailed Days after receiving the appeal documents. request for additional compensation or additional Contract Time, D.3.5 The decision of the Owner shall be final and binding un less or both,as applicable,resulting from the delay.If the Owner's the Contractor delivers to the Owner its requests for mediation, Authorized Representative denies Contractor's request for which shall be a non-binding process,within fifteen(15)Days of additional compensation or adjustment of Contract Time, the the date of the Owner's decision.The mediation process will be Contractor may proceed to file a Claim under Section D.3, considered to have commenced as of the date the Contractor Claims Review Process. If Con tmctordoesnottimmelysubmitthe delivers the request. Both parties acknowledge and agree that notices required under this Section D.2,then unless otherwise participation in mediation is a prerequisite to commencement of prohibited by law,Contractor's Claim shall be barred. litigation of any disputes relating to the Contract. Both parties further agree to exercise their best efforts in good faith to resolve D.3 CLAIMS REVIEW PROCESS all disputes within sixty(60)Days of the commencement of the mediation through the mediation process set forth herein.In the D.3.1 All Contractor Claims shall be referred to the Owner's event thata lawsuit must be filed within thissixty(60)dayperiod Authorized Representative for review. Contractor's Claims, in order to preserve a cause of action, the parties agree that including Claims for additional compensation or additional notwithstanding the filing,they shall proceed diligentlywith the Contract Time,shall be submitted in writing by Contractor to the mediation to its conclusion prior to actively prosecuting the Owner's Authorized Representative within five(5)Days after a lawsuit,and shall seek from the Court in which the lawsuit is denial of Contractor's initial request for an adjustment of pending such stays or extensions, including the filing of an Page 14 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 answer,as may be necessary to facilitate the mediation process. E.2 APPLICATIONS FOR PAYMENT - Further, in the event settlements are reached on any issues through mediation, the parties agree to promptly submit the E.2.1 Owner shall make progress payments on the Contract appropriate motions andorders documentingthe settlementto the monthly as Work progresses. Payments shall be based upon Court for its signature and filing. either completion of a defined phase of operations according to D.3.6 The mediator shall be an individual mutually acceptable to Contract Documents,estimates of Work completed and/or the both parties,but in the absence of agreement each party shall Schedule of Values. All payments shall be approved by the select a temporary mediator and the temporary mediators shall Owner's Authorized Representative.A progress payment shall jointly select the permanent mediator. Each party shall pay its not be considered acceptance or approval of any Work or waiver own costs for the time and effort involved in mediation.The cost of any defects therein.Owner shat l pay to Contractor interest on of the mediator shall be split equally between the two parties the progress payment, not including retainage, due the Both parties agree to exercise their best effort in good faith to Contractor.The interest shall commence thirty(30)Days after resolve all disputes in mediation.Participation in mediation is a the receipt of invoice ("application for payment") from the mandatory requirement of both the Owner and the Contractor. Contractor or fifteen(15)Days after the payment is approved by The schedule, time and place for mediation will be mutually the Owners Authorized Representative,whichever is theearlier acceptable,or,failing mutual agreement,shall be as established date.The rate of interest shall equal three times the discount rate by the mediator. The parties agree to comply with Owners on 90-day commercial paper in effect at the Federal Reserve administrative niles governing the confidentiality of mediation, Bank in the Federal Reserve district that includes Oregon on the if any,and shall execute all necessary documents to give effect date that is thirty(30)Days after receipt of the application for to such confidentiality rules.In any event,the parties shall not payment from the Contract or fifteen(15)Days after the payment subpoena the mediator or otherwise require the mediator to is approved by the Owner,whichever is the earlier date,but the produce records,notes or work product,or to testify in any future rate of interest shall not exceed thirty (30) percent. proceedings as to information disclosed or representations made Notwithstanding the foregoing,in instances when an application in the course of mediation, except to the extent disclosure is for payment is filled out incorrectly,or when there is any defect required by law. or impropriety in any submitted application or when there is a D.3.7 Owner may at any time and at its discretion issue a good faith dispute,Owner shall so notify the Contractor within concoction and/or operations change directive adding to, fifteen(15)Days stating the reason or reasons the application for modifying or reducing the scope of Work.Contractor and Owner payment is defective or improper or the reasons for the dispute. shall negotiate the need for any additional compensation or A defective or improper application for payment,if corrected by additional Contract Time related to the change, subject to the the Contractor within seven(7)Days of being notified by the procedures for submitting requests or Claims for additional Owner,shall not cause a payment to be made later than specified compensation or additional Contract Time established in this inthis section unless interest is also paid Accrual of interest will Section D. Unless otherwise directed by Owner's Authorized be postponed when payment on the principal is delayed because Representative,Contractor shall proceed with the Work while of disagreement between the Owner and the Contractor.Owner any request or Claim is pending,including but not limited to,a reserves the right,instead of requiring the Contractor to correct request or Claim for additional compensation or additional or resubmit a defective or improper application for payment,to Contract Time resulting from Work under a Change Order or reject the defective or improper portion of the application for contraction and/or operations change directive.Regardless of payment and pay the remainder of the application for payment the review period or the final decision of the Owners Authorized that is correct and proper. Owner, upon written notice to the Representative,the Comractorshall continue to diligentlypursue Contractor,may elect to make payments to the Contractor only the Work as identified in the Contract Documents.In no case is by means of Electronic Funds Transfers (EFT) through the Contractor justified or allowed to cease Work without a Automated Clearing House(ACH)payments.If Owner makes written stop work order from the Owner or Owners Authorized this elect ion,the Contractor will be required to arrange to receive Representative. EFT/ACH payments. SECTION E E.2.2 Contractor shall submit to the Owners Authorized PAYMENTS Representative,an application for each payment and,if required, receipts or other vouchers showing payments for.materials and E.1 SCHEDULE OF VALUES labor, including payments to Subcontractors. Contractor shall include, in its application for payment, a schedule of the The Contractor shall submit, at least ten (10) Days prior to percentages ofthe various parts of the Work completed,based on submission of its first application for progress payment, a the calculation provided in the Contract Documents and/or schedule of values ("Schedule of Values") for the contracted Schedule of Values which shall aggregate to the payment Work.This schedule will provide a breakdown of values for the application total,and shall include, on the face of each copy contracted Work andwill be thebasis for progress payments.The thereof,a certificate in substantially the following form: breakdown will demonstrate reasonable, identifiable, and measurable components of the Work.Unless objected to by the "I,the undersigned,hereby certify that the above bill is true and Owner's Authorized Representative,this schedule shall be used correct,and the payment therefore,has not been received as the basis for reviewing Contractors applications for payment. Signed: Ifobjectedto by Owner's Authorized Representative,Contractor " shall revise the schedule of values and resubmit the same for approval.of Owner's Authorized Representative. E.2.3 Generally,applications for payment will be accepted only Page 15 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 for materials that have been installed or a defined phase of for offset purposes. operation in the Contract Documents that has been completed E.2.5 Subject to the provisions of the Contract Documents,the Under special conditions,applications for payment for stored amount of each progress payment shall be computed as follows: materials will be accepted at Owners sole discretion. Such a (a)Take that portion of the Contract Price properly allocable to payment,if made,will be subject to the following conditions: completed Work as determined by multiplying the percentage (a)The request for stored material shall be submitted at least completion of each portion of the Work by the share of the total thirty(30)Days in advance of the application for payment on Contract Price allocated to that portion of the Work in the which it appears.Applications for payment shall be entertained Schedule of Values,less retainage as provided in Section E.5. for major equipment,components or expenditures only. Pending final detemmir ation of cost to the Owner of changes in (b) The Contractor shall submit applications for payment the Work,no amounts for changes in the Work can be included showing the quantity and cost of the material stored. in application for payment until the Contract Price has been (c) The material shall be stored securely or in a bonded adjusted by Change Order; warehouse, if appropriate, and Owner's Authorized (b)Add that portion of the Contract Price properly allocable to Representative shall be granted the right to access the material materials and equipment delivered and suitably stored at the site for the purpose of removal or inspection at any time during the for subsequent incorporation in the completed construction Contract Period. and/or operations (or, if approved in advance by the Owner (d)The Contractor shall name the Owner as connsured on the pursuant to Section E.2.3,suitably stored off the site at a location insurance policy covering the full value of the property while in agreed upon in writing), less retainage as provided in Section the care and custody of the Contractor until it is installed or E.5; delivered to its ultimate destination according to Contract (c) Subtract the aggregate of preview payments made by the Documents.A certificate noting this coverage shall be issued to Owner;and the Owner. (d) Subtract any amounts for which the Owner's Authorized (e)Payments shall be made for materials only.The submitted Representative has withheld or nullified payment as provided in amount of the application for payment shall be reduced by the the Contract Documents. cost of transportation and for the cost of an inspector to check the E.2.6 Contractor's applications for payment may not include delivery at out of town storage sites.The cost of said inspection requests for payment for portions of the Work for which the shall be home solely by the Contractor. Contractor does not intend to pay to a Subcontractor or material (f)Within sixty(60)Days of the application for payment,the supplier. Contractor shall submit evidence of payment covering the E.2.7 The Contractor warrants to Owner that title to all Work material stored or delivered according to Contract Documents. covered by an application for payment will pass to the Owner no (g) Payment for stored materials shall in no way indicate later than the time of payment.The Contractor further warrants acceptance of the materials or waive any rights under this that upon submittal of an application for payment all Work for Contract for the rejection of the Work or materials not in which payments are received from the Owner shall be free and . conformance with the Contract Documents. clear of liens,claims,security interests or encumbrances in favor (h) All required documentation must be submitted with the of the Contractor, Subcontractors,material suppliers,or other respective application for payment. persons or entities making a claim by reason of having provided E.2.4 The Owner reserves the right to withhold all or part of a labor,materials and equipment relating to the Work. payment,or maynulhfy in whole or part anypayment previously E.2.8 If Contractor disputes any determination by Owner's made,to such extentas maybe necessary in the Owner's opinion Authorized Representative with regard to any application for to protect the Owner from loss because of payment, Contractor nevertheless shall continue to prosecute (a)Work that is defective and not remedied,or that has been expeditiouslythe Work.No payment madehereunder shall be or demonstratedor identified as failingto confornwiththe Contract be construed to be final acceptance or approval of that portion of Documents, the Work to which such partial payment relates or shall relieve (b)third partyclaims filed or evidence reasonably indicating that Contractor of any of its obligations hereunder. such claims will likely be filed unless security acceptable to the Owner is provided by the Contractor; E.3 PAYROLL CERTIFICATION REQUIREMENT (c) failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment(in which Payroll certification is requiredbefore payments aremadeon the case Owner mayissuechecks madepayablejointlyto Ownerand Contract.Refer to Section C.2 for this information. such unpaid persons under this provision, or directly to Subcontractors and suppliers at any level under Section C.3.2.1); EA DUAL PAYMENT SOURCES (d)reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Price; Contractor shall not be compensated for Work performed under (e)damage to the Owner or another contractor; this Contract from any other City of Ashland agency other than (1) reasonable evidence that the Work will not be completed the agency that is a parry to this Contract. within the Contract Time required by the Contract,and that the unpaid balance would not be adequate to cover actual or E.5 RETAINAGE liquidated damages for the anticipated delay; (g)failure to carryout the Work in accordance with the Contract E.5.1 Retainage shall be withheld and released in accordance Documents;or with ORS 279C.550 to 279C.580: (h)assessment of liquidated damages,when withholding is made E.5.1.1 Owner may reserve as retaimge from any progress Page 16 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 payment an amount not to exceed five percent of the payment.As option (c), Contractor shall accept like bonds from Work progresses,Owner may reduce the amount of the retainage Subcontractors and suppliers on the project from which and may eliminate retainage on any remaining monthly Contract Contractor has required retainage. payments after 50 percent of the Work under the Contract is E.5.1.3 The retainage held by Owner shall be included in and completed if,in the Owner's opinion,such Work is progressing paid to the Contractor as part of the final payment of the Contract satisfactorily. Elimination or reduction of retainage shall be Price.The Owner shall pay to Contractor interest at the rate of allowed only upon written application by the Contractor,which one and one-half percent per month on the final payment due application shall include written approval of Contractor's surety; Contractor,interest to commence thirty(30)Days after the Work except that when the Work is 97-1/2 percent completed the under the Contract has been completed and accepted and to run Owner may, at its discretion and without application by the until the date Contractor shall notify Owner in writing when the Contractor, reduce the retained amount to 100 percent of the Contractorcomiders the Work complete and Owner shall,within value of the Work remaining to be done.Upon receipt of written fifteen(15)Days after receiving the written notice,either accept application by the Contractor,Owner shall respond in writing the Work or notify the Contractor of Work)rt to he performed within a reasonable time. on the Contract.If Owner does not within the time allowed notify E.5.1.2 In accordance with the provisions of ORS 279C.560 and the Contractor of Work yet to be performed to fulfill contractual any applicable administrative rules,unless the Owner finds in obligations, the interest provided by this subsection shall writing that accepting a bond, security or other instrument commence to run thirty(30)Days after the end of the 15-Day described in options(a)or(c)below poses an extraordinary risk period that is not typically associated with the bond, security or E.5.1.4 In accordance with the provisions of ORS 279C.560,if instrument, the Owner will approve the Contractor's written the Owner accepts bonds, securities or other instruments request: deposited as provided in paragraphs(a)and(c) of subsection (a)tobe paidamounts which would otherwise have been retained E.5.1.2,the Owner shall reduce the moneys held as retainage in from progress payments where Contractor has deposited an amount equal to the value of the bonds,securities and other acceptable bonds,securities or other instruments of equal value instruments and paytheamount of the reduction to the Contractor with Owner or in a custodial account or other mutually-agreed in accordance with ORS 279C.570. account satisfactory to Owner,with an approved bank or trust E.5.1.5 Contractor agrees that if Contractor elects to reserve a company to be held in lieu of the cash retainage for the benefit of retaimge from my progress payment due to anySubcontmctoror Owner. Interest or earnings on the bonds, securities or other supplier, such retainage shall not exceed five percent of the instruments shall aceme to the Contractor.The Contractor shall payment,and such retainage withheld from Subcontractors and execute and provide such documentation and instructions suppliers shall be subject to the same terms and conditions stated respecting the bonds, securities and other instruments as the in Subsection E.5 as apply to Owner's retainage from any Owner may require to protect its interests.To be permissible the progress payment due to Contractor. Provided, however, if in bonds,securities and other instruments must be of a character accordance wi th the provisions of ORS 279C.560 the Contractor approved by the Director of the Oregon Department of has deposited bonds, securities or other instruments or has Administrative Services,including but not limited to: elected to have the Owner deposit accumulated retainage in an (i)Bills,certificates,notes or bonds of the United States. interest-bearing account,the Contractor shall comply with the (ii)Other obligations of the United States or agencies of the provisions of ORS 701.435 respecting the deposit of bonds, United States. securities or other instruments by Subcontractors and suppliers (iii)Obligations of a corporation wholly owned by the federal and the sharing of interest earnings with Subcontractors and govenunent, suppliers. (iv)Indebtedness of the Federal National Mortgage Association. E.5.2 As provided in subsections C.2.2 and C.2.3, additional (v)General obligation bonds of the State of Oregon or a political retainage in the amount of 25%of amounts earned shall be subdivision of the State of Oregon. withheld and released in accordance with ORS 279C.845(7) (vi)Irrevocable letters of credit issued by an insured institution, when the Contractor fails to file certified statements as required as defined in ORS 706.008. by section C.2.1. (b)that retainage be deposited in an interest bearing account, established through the State Treasurer for state agencies,in a E.6 FINAL PAYMENT bank,savings bank,trust company or savings association for the benefit ofOwner,with interest from such account accruing to the E.6.1 Upon completion of all the Work under this Contract,the Contractor;or Contractor shall notify the Owner's Authorized Representative, (c) that the Contractor be allowed, with the approval of the in writing,that Contractor has completed Contractor's part of the Owner,to deposit a surety bond for the benefit of Owner,in a Contract and shall request final payment.Upon receipt of such form acceptable to Owner, in lieu of all or a portion of funds notice the Owner's Authorized Representative will inspect the retained,orto be retained.Such bond and anyproceeds therefrom Work,and if acceptable,submit to the Owner a recommendation shall be made subject to all claims and liens in the manner and as to acceptance of the completed Work and the final estimate of priority as set forth for retainage under ORS 279C.550 to ORS the amount due the Contractor. If the Work is not acceptable, 279C.625. Where the Owner has accepted the Contractor's Owner will notify Contractor within fifteen (15) Days of election of any of the options above,Owner may recover from Contractors request for final payment. Upon approval of this Contmctoranyadditional costs incurred through such election by final estimate by the Owner and compliance by the Contractor reducing Contractor's final payment. Where the Owner has with provisions in Section K 3 AFFIDAVITIRELEASE-OF agreed to Contractor's request to deposit a surety bond under LIENS AND CLAIMS, and other provisions as may be Page 17 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 applicable,the Owner shall pay to the Contractor all monies due property as provided by law and the Contract Documents. under the provisions of these Contract Documents.E.6.2 Neither F.2.2 Contractor shall take all necessary precautions for the final payment nor any remaining retained percentage shall safety of all personnel on the job site,and shall comply with the become due until the Contractor submits to the Owner's Contract Documents and all applicable provisions of federal, Authorized Representative(1) a notarized affidavit/release of state and muncipal safety laws and building codes to prevent liens and claims in a form satisfactory to Owner that states that accidents or injury to persons on, about or adjacent to the payrolls, bills for materials and equipment, and other premises where the Work is being performed.Contractor shall indebtedness connected with the Work for which the Owner or erect and properly maintain at all times, as required by the the Owner's property might be responsible or encumbered(less conditions andprogress of the Work,all necessary safeguards for amounts withheld by Owner) have been paid or otherwise protection of workers and the public against any hazards created satisfied,(2)a certificate evidencing that insurance required by by construction and/or operations.Contractor shall designate a the Contract Documents to remain in force after final payment is responsible employee or associate on the Work site,whose duty currently in effect and will not be canceled or allowed to expire shall be the prevention of accidents.The name and position ofthe until at least thirty(30)Days'prior written notice has been given person designated shall be reported to the Owners Authorized to the Owner,(3)a written statement that the Contractor knows Representative.The Owner's Authorized Representative has no of no substant ial reason that the insurance will not be renewable responsibility for Work site safety. Work site safety is the to cover the period required by the Contract Documents, (4) responsibility of the Contractor. consent of surety,if any,to final payment and(5),if required by F.2.3 Contractor shall not enter upon private property without the Owner,other data establishing payment or satisfaction of first obtaining permission from the property owner or its duly obligations, such as receipts, releases and waivers of liens, authorized representative.Contractor shall be responsible for the claims, security interests or encumbrances arising out of the preservationof all public and private property along and adjacent Contract,to the extent and in such form as may be designated by to the Work contemplated under the Contract and shall use every the Owner. If a Subcontractor refuses to famish a release or precaution necessary to prevent damage thereto.In the event the waiver required by the Owner,the Contractor may famish a bond Contractor damages any property,the Contractor shall at once satisfactory to the Owner to indemnify the Owner against such notify the property owner and make,or arrange to make, full ' lien.If such lien remains unsatisfied after payments are made,the restitution.Contractor shall immediately and in writing,report to Contractor shall refimd to the Owner all money that the Owner the Owner's Authorized Representative, all pertinent facts may be compelled to pay in discharging such lien,including all relating to such property damage and the ultimate disposition of costs and reasonable attomeys'fees. the claim for damage. E.6.3 Acceptance of final payment by the Contractor, a F.2.4 Contractor is responsible for protection of adjacent work Subcontractor or material supplier shall constitute a waiver of areas including impacts brought about by activities,equipment, claims by that payee except those previously made in writing and labor,utilities,and materials on the site. identified by that payee as unsettled at the time of final F.2.5 Contractor shall at all times direct its activities in such a application for payment - manner as to minimize adverse effects on the environment. Handling of all materials will be conducted so no release will E.7 Use of ARRA Funds:This Contract involves the use of occur that may pollute or become hazardous. American Recovery and Reinvestment Act of 2009,Pub.L.I I I- F.2.6 In an emergency affecting the safety of life or of the Work 5(ARRA)funds. Thus all payments are subject to those term or of adjoining property, the Contractor, without special provided in Appendixes H,herein attached and incorporated. instruction or authorization from the Owner's Authorized Representative,shall act reasonablyto prevent threatened loss or SECTION F injury, and shall so act, without appeal, if instructed by the JOB SITE CONDITIONS Owner's Authorized Representative.Any compensation claimed by the Contractor on account of'emergency work shall be F.1 USE OF PRENRSES detemtined in accordance with Section D. Contractor shall confine equipment, storage of materials and operation of Work tothe limits indicated by Contract Documents, F.3 CUTTING AND PATCHING law,ordinances,permits ordirections of the Owners Authorized Representative.Contractor shall follow the Owner's Authorized F.3.1 Contractorshall be responsible forcoordinating all cutting, Representative's instructions regarding use of premises,if any. hauling,and delivery of the Work to make its several pars come together properly and suitable to receive or be received by work F.2 PROTECTION OF WORKERS, PROPERTY, AND ofother contractors or Subcontractors shown upon,or reasonably THE PUBLIC implied by,the Contract Documents. F.3.2 Contractor shall be responsible for restoring all cut,fitted, F.2.1 Contractor shall maintain continuous and adequate or patched road surfaces to an original condition; provided, protection of all of the Work from cartage,and shall protect the however,that if a different condition is specified in the Contract Ownees Authorized Representative,workers and property from Documents,then Contractor shall be responsible for restoring injury or loss arising in connection with this Contract.Contractor - such surfaces to the condition specified in the Contract shall remedy acceptably to the Owner,any damage, injury,or Documents. loss,except such as may be directly due to errors in the Contract Documents or caused by authorized representatives or personnel of the Owner. Contractor shall adequately protect adjacent Page 18 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 612012 F.4 CLEANING UP Such written report shall contain,as a minimum: (a)Description ofitems released(identity,quantity,manifestno., From time to time as may be reasonably ordered by the Owner and all other documentation required by law.) the Contractor shall,at its own expense,clean up and remove all (b)Whether amount of items released is EPA/DEQ reportable, refine and unused materials of any kind resulting from the Work and,if so,when it was reported. condition not otherwise specified in the Contract Documents. If (c)Exact time and location of release,including a description of Contractor fails to do so within twenty-four hours after the area involved. notification by the Owner the work may be done by others and (d)Containment procedures initiated. the cost charged to the Contractor and deducted from payment (e)Sunmaryofcommunications about therelease Contractorhas due the Contractor. had with members of the press or State officials other than Owner. F.5 ENVIRONMENTAL CONTAMINATION (t) Description of cleanup procedures employed or to be employed at the site,including disposal location of spill residue. F.5.1 Contractor wil I be held responsible for and shall indemnify, (g)Personnel injuries,if any,resulting from,or aggravated by, defend (with counsel of Owner's choice) and hold harmless the release. Owner from and against any costs,expenses,damages,claims, and causes of action,(including attorney fees),or any of them, F.6 ENVIRONMENTAL CLEAN-UP resulting from all spills,releases,discharges,leaks and disposal ofenvirom ental pollut ion,including storage,transportation,and F.6.1 Unless disposition of environmental pollution is handling dining the perfomance of the Contract which occur as specifically a part of this Contract, or was caused by the a result of,or are contributed by,the negligence or actions of Contractor (reference F.5 Environmental Contamination), Contractor or its personnel, agents, or Subcontractors or any Contractor shall immediately notify Owner of any hazardous failure to perform in accordance with the Contract Documents substance(s)which Contractor discovers or encounters during (except to the extent otherwise voidunder ORS 30.140).Nothing performance of the Work required by this Contract."Hazardous in this section F.5.1 shall limit Contractor's responsibility for substance(s)" means any hazardous, toxic and radioactive obtaining insurance coverages required under Section G.3 of materials and those substances defined as "hazardous these General Condit ions,and Contractorshall takenoaction that substances,""hazardous materials,""hazardous wastes,""toxic would void or impair such coverages. substances,"or other similar designations in any federal,state,or F.5.1.1 Contractor agrees to promptly dispose of such spills, local law,regulation,or ordinance,including without limitation releases, discharge or leaks to the satisfaction of Owner and asbestos,polychlorinated biphenyl(PCB),orpetroleum,and any proper regulatory agencies in a manner that complies with substances,materials or wastes regulated in 40 CFR,Part 261 applicable federal,state,and local laws and regulations.Cleanup and defined as hazardous in 40 CFR S 261.3.In addition to shall be at no cost to the Owner and be performed by properly notifying Owner of any hazardous substance(s)discovered or qualified personnel. encountered,Contractor shall immediately cease working in any F.5.1.2 Contractor shall obtain the Owner's written consent prior particular area of the project where a hazardous substance(s)has to bringing onto the Work site any(i)environmental pollutants been discovered or encountered if continued work in such area or (ii) hazardous substances or materials, as the same or would present a risk or danger to the health or well being of reasonablysimilarterm areused inanyapplicable federal,state, Contractor's or any Subcontractors work force. or local statutes, rules or ordinances. Notwithstanding such F.6.2 Upon being notified by Contractor of the presence of written consent from the Owner, the Contractor, at all times, hazardous substance(s)on the project site,Owner shall amange shall: for the proper disposition of such hazardous substance(s). (a) properly handle, use and dispose of all environmental pollutants and hazardous substances or materials brought onto F.7 FORCE MAJEURE the Work site,in accordance with all applicable federal,state,or local statutes,rules,or ordinances; A party to this Contract shall not be held responsible for delay or •(b)be responsible for any and all spills,releases,discharges,or default due to Force Majeme acts,events or occurrences unless leaks of (or from) environmental pollutants or hazardous they could have been avoided by the exercise of reasonable care, substances or materials which Contractor has brought onto the prudence,foresight,and diligence by that party.The Owner may Work site;and terminate this Contract upon written notice after determining that (c)promptly clean up,without cost to the Owner,such spills, delay or default caused by Force Majeure acts, events or releases,discharges,or leaks to the Owner's satisfaction and in occurrences will reasonably prevent successful perfomance of compliance with all applicable federal,state,or local statutes, the Contract. rules or ordinances. F.5.2 Contractor shall report all reportable quantity releases to SECTION G applicable federal, state, and local regulatory and emergency INDEMNITY,BONDING,AND INSURANCE response agencies. Reportable quantities are found in 40 CFR Part 302,Table 302.4 for hazardous substances and in OAR 340- G.I RESPONSIBILITY FOR DAMAGES/INDEMNITY 142-0050 for all products addressed therein. Upon discovery, regardless of quantity,Contractor mst telephonically report all G.1.1 Contractor shall be responsible for all damage to property, releases to the Owner. A written follow-up report shall be injury to persons,and loss,expense,inconvenience,and delay submitted to Owner within 48 hours of the telephonic report. that may be caused by,or result from the carrying out of the Page 19 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 Work to be done under this Contract,or from any act,omission authority, and maintain in full force and effect, the separate or neglect of the Contractor, its Subcontractors,personnel,or public works bond required by Oregon Laws 2005,Chapter 360, agents. - and OAR 839-025-0015,unless otherwise exempt under those G.1.2 To the fullest extent permitted by law,Contractor shall provisions.The Contractor shall also include in every subcontract indemnify,defend(with counsel approved by Owner)and hold a provision requiring the Subcontractor to have a public works harmless the Owner,Owner's Authorized Representative,Forest bond filed with the appropriate government authorities before Specialist,Forest Specialist's consultants,and their respective starting Work,unless otherwise exempt,and shall verify that the officers, directors, agents, employes, partners, members, Subcontractor has filed a public works bond before permitting stockholders and affiliated companies (collectively the Subcontractor to start Work. "Inder n itees')from and against all liabilities,damages,losses, claims,expenses(including reasonable attorney fees),demands G.3 INSURANCE and actions of any nature whatsoever which arise out of,result from or are related to, (a) any damage, injury, loss, expense, G.3.1 Primary Coverage:Insurance carried by Contractor under inconvenience or delay described in this Section G.1.2,(b)any this Contract shall be the primarycoverege and non-contributory accident or occurrence which happens or is alleged to have with any other insurance and self-insurance,and the Owner's happened in or about the project site or any place where the insurance is excess and solely for damages or losses for which Work is being performed,or in the vicinity of either,at any time the Owner is responsible.The coverages indicated are mininums prior to the time the Work is fully completed in all respects,(c) unless otherwise specified in the Contract Documents. any failure of the Contractor to observe or perform any duty or G.3.2 Workers' Compensation: All employers, including obligation under the Contract Documents which is to be observed Contractor,that employ subject workers who work under this or performed by the Contractor,or any breach of any agreement, contract in the State of Oregon shall comply with ORS 656.017 representation or warranty of the Contractor contained in the and provide the required Workers' Compensation coverage, Contract Documents or in any subcontract,(d)the negligent acts unless such employers areexemptunderORS 656.126.This shall or omissions of the Contractor, a Subcontractor or anyone include Employer's Liability Insurance with coverage limits of directly or indirectly employed by them or any one of them or not less than $500,000 for each accident. Contractors who anyone for whose acts they may be liable,regardless of whether perform the Work without the assistance or labor of any or not such claim,damage,loss or expense is caused in part by employee need not obtain such coverage if the Contractor a party indemnified hereunder(except to the extent otherwise certifies so in writing.Contractor shall ensure that each of its void under ORS 30.140),and(e)my lien filed upon the project Subcontractors complies withtheserequirements.TheConMactor orbondclaim in connectionwith the Work.Suchobligation shall shall require proof of such Workers'Compensation by receiving not be construed to negate, abridge,or reduce other rights or and keeping on file a certificate of insurance from each obligations of indemnity which would otherwise exist as to a Subcontractor or anyone else directly employed by either the party or person described in this Section G.1.2. Contractor or its Subcontractors. G.1.3 In claims against any person or entity indemnified under G.3.3 Builders Risk Insurance:(If Applicable) this Section G.1.2 by an employee of the Contractor, a G.3.3.1 Builder's Risk:During the term ofthis Contract,for new Subcontractor,anyone directly or indirectly employed by them or construction and/or operations the Contractor shall obtain and anyone for whose acts they may be liable,the indemnification keep in effect Builder's Risk insurance on an all risk form, obligationunder Section G.1.2 shall notbelimitedbyalfmitation including earthquake and flood,for an amount equal to the full on amount or type of damages,compensation or benefits payable amount of the Contract.Any deductible shall not exceed$50,000 by or for the Contractor or a Subcontractor under workers' for each loss,except the earthquake and flood deductible shall compensation acts, disability benefit acts or other employee not exceed 2 percent of each loss or$50,000,whichever is more. benefit acts. The policy will include as loss payees the Owner,the Contractor and its Subcontractors as their interests may appear. G.2 PERFORMANCE AND PAYMENT SECURITY; G.3.3.2 Builder's Risk Installation Floater:For other than new PUBLIC WORKS BOND construction and/or operations the Contractor shall obtain and keep in effect during the term of this Contract,a Builder's Risk G.2.1 When the Contract Price is$100,000 or more(or$50,000 Installation Floater for coverage of the Contractor's labor, or more in the case of Contracts for highways,bridges and other materials and equipment to be used for completion of the Work transportation projects)the Contractor shall fiumish and maintain performed under this Contract.The minimumamountofcoverage in effect at all times during the Contract Period,a performance to be carried shall be equal to the full amount of the Contract. bond in a sum equal to 20%of the Contract Price,and a separate This insurance shall include as loss payees the City of Ashland, payment bond also in a sum equal to the Contract Price.The the Owner, the Contractor and its Subcontractors as their bonds maybe required ifthe Contract Price is less than the above interests may appear. thresholds,if required by the Contract Documents. G.3.3.3 Such insurance shall be maintained until Owner has G.2.2 Bond forms furnished by the Owner and notarized by occupied the facility. awarded Contractor's surety company authorized to do business G.3.3.4 A loss insured under the Builder's Risk insurance shall in Oregon are the only acceptable forms of performance and be adjusted bythe Owner and made payable to the Owner for the payment security, unless otherwise specified in the Contract insureds,as their interests may appear.The Contractor shall pay Documents. Subcontractors their just shares of insurance proceeds received G.2.3 Before execution of the Contract Contractor shall file with by the Contractor,and by appropriate agreements,writtenwhere the Construction Contractors Board or other appropriate Iegallyrequiredf orvalidity,shall require Subcontractors tomake Page 20 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 payments to their Sub-subcontractors in similar manner. The From commencement of the Contract term to completion: Owner shall have power to adjust and settle a loss with insurers. $500,600. G.3.4 Liability Insurance: G.3.4.1 Commercial General Liability:Contractor shall obtain, G.3.4.3 Aircraft Liability Aviation Coverage:During the term of at Contractor's expense,and keep in effect during the term of this this Contract,Contractor shall obtain at Contractor's expense and Contract, Commercial General Liability Insurance covering keep in effect,Aircraft Liability Aviation insurance on an all risk bodily injury and property damage in a form and with coverages form and with coverages including crew and passengers shall not that are satisfactory to the State. This insurance shall include be less than $10,000,000. personal injury liability,products and completed operations,and contractual liability coverage for the indemnity provided under G.3.4.3"Tail"Coverage:Ifanyofthe required liability insurance this Contract(to the extent contractual liability coverage for the is arranged on a"claims made"basis, "tail"coverage will be indemnity is available in the marketplace),andshall be issued on required at the completion of this Contract for a duration of 24 an occurrence basis.Contractor shall provide proof of insurance months or the maximum time period available in the marketplace of not less than the amounts listed in the following schedules: if less than 24 months. Contractor will be responsible for furnishing certification of "tail" coverage as described or Per Occurrence Limit for any single claimant: continuous "claims made" liability coverage for 24 months From commencement of the Contract term to completion: following Final Complet ion.Continuous"claims made"coverage $2,000,000. will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this Contract. Per Occurrence Limit for multiple claimants: This will be a condition of the final acceptance of Work or From commencement of the Contract term to completion: services and related warranty(if any). $5,000,000. G.3.5 Excess/Umbrella Insurance:Awmbinationofprimaryand excess/umbrella insurance is acceptable to meet the minimum Property Damage: coverage requirements for Commercial General Liability and Per Occurrence Limit for any single claimant: Automobile Liability Insurance. In such case, the insurance From commencement of the Contract term to completion: certificate roast include a list of the policies that fall under the $2,000,000. excess/umbrella insurance. Sample wording is "The Excess/Umbrella policy is excess over primary Commercial Per Occurrence Limit for multiple claimants: General Liability and primary Automobile Liability Insurance." From commencement of the Contract term to completion:: G.3.6 Additional Insured: All liability insurance coverage, $5,000,000. except Professional Liability if included, required for performance of this Contract shall include the City of Ashland, G.3.4.1.1 Logging and Lumbering Endorsement (Logger's itsdepartments,divisions,officers,and employees,as Additional Broad-Form): During the tern of this Contract,Contractor shall Insureds but only with respect to the Contractor's activities to be obtain at Contractor's expense and keep in effect, Logging and performed under this Contract. If Contractor cannot obtain an Lumbering Endorsement (Logger's Broad-Form B) in the insurer to name the City of Ashland,its departments,divisions, amount of$1,000,000. officers and employees as Additional Insureds,Contractor shall obtain at Contractors expense,and keep in effect during the term G.3.4.2 Automobile Liability: Contractor shall.obtain, at of this Contract, Owners and Contractors Protective Liability Contractor's expense,and keep in effect during the term of this Insurance, naming the City of Ashland its departments, Contract,Automobile Liability Insurance covering owned,non- divisions,officers and employees as Named Insureds with not owned and/or hired vehicles,m applicable.The coverage maybe less than a$5,000,000.00 limit per occurrence.This policy must written in combination with the Commercial General Liability be kept in effect for 12 months following Final Completion.As Insurance.Contractor shall provide proofof insurance of not less evidence of coverage,Contractor shall furnish the actual policy than the amounts listed in the following schedules: to Owner prior to execution of the Contract. Bodily Injury/Death: G.3.7 Cerificate(s)of Insurance:As evidence of the insurance Per Occurrence Limit for any single claimant: coverage required by this Contract,the Contractor shall famish certificate(s)of insurance to the Owner prior to execution of the From commencement of the Contract term to completion: Contract.The certificate(s)will specify all of the parties who are $1,600,000 Additional Insureds or Loss Payees.Insurance coverage required under this Contract shal l be obtained from insurance companies Per Occurrence Limrit for multiple claimants: or entities acceptable to the Owner that are allowed to provide From commencement of the Contract tern to completion: such insurance under Oregon law. Eligible insurers include $5,000,000 admitted insurers that have been issued a certificate of authority from the Oregon Department of Consumer and Business Services Property Damage: authorizing them to do an insurance business in the state of Per Occurrence Limit for any single claimant: Oregon, and certain non-admitted surplus lines insurers that From conwencement of the Contract term to completion: satisfy the requirements of applicable Oregon law and are $1,000,000 approved by the Owner. The Contractor shall be financially responsibleforall deductibles,self-insured retentiomand/orself- Per Occurrence Limit for multiple claimants: insurance included hereunder. Any deductible, self-insured Page 21 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 retention and/or self-insurance in excess of$50,000 shall be provided the Owner and Contractor have reasonably accepted in approvedby the Owner in writing prior execution of the Contract writing the responsibilities assigned to each of them for and is subject to Owners approval. The Contractor shall payments,retainage,if my,security,insurance or self-insurance, immediately notify the Owner's Authorized Representative in maintenance,heat,utilities,and damage to the Work,and have writing of any change in insurance coverage. agreed in writing concerning the period for correction of the Work and commencement ofwananties required by the Contract SECTION H Documents with respect to such portion of the Work.Approval SCHEDULE OF WORK by the Contractor to partial occupancy or use shall not be unreasonably withheld. Immediately prior to such partial HA CONTRACT PERIOD occupancy cruse,the Owner and Contractor shalljointly inspect the area to be occupied or portion of the Work to be used in order H.1.1 Time is of the essence on this Contract The Contractor to determine and record the condition of the Work. Partial shall at all times tarty on the Work diligently,without delay and occupancy or use of a portion or portions of the Work shall not punctually fulfill all requirements herein. Contractor shall constitute acceptance of Work not complying with the commence Work on the site within fifteen(15)Days of Notice to requirements of the Contract Documents. Proceed,unless directed otherwise. H.1.2 Unless specifically extended by Change Order,all Work SECTION I shall be complete by the date contained in the Contract CORRECTION OF WORK Documents. The Owner shall have the tight to accelerate the completion date of the Work, which may require the use of 1.1 CORRECTION OF WORK BEFORE FINAL overtime. Such accelerated Work schedule shall be an PAYMENT acceleration in performance of Work under Section D.1.2(1)and shall be subject to the Change Order process of Section D.1. Where applicable, the Contractor warrants to the Owner that H.1.3 The Owner shall not waive any rights under the Contract materials and equipment furnished under the Contract will be of by permitting the Contractor to continue or complete in whole or good quality and new unless otherwise required or permitted by in part the Work after the date described in Section H.1.2 above. the Contract Documents,that the Work will be free from defects or deficiencies, and that the Work will conform to the H.2 SCHEDULE requirements of the Contract Documents. Work failing to conform to these requirements shall be deemed defective. H.2.1 Contractor shall provide,by or before the preconstmction Contractor shall promptly correct defects w determined by the and operations conference,a detailed schedule for review and Owners Authorized Representative,whether incorporated in the acceptance by the Owner.The submitted schedule must illustrate Work or not. Removal, correction or replacement shall be Work by significant project components,significant labor trades, without loss or expense to the Owner,and Contractor shall bear long lead items,broken down by operation and/or phase where the cost of repairing all Work destroyed or damaged by such applicable.Each schedule item shall account for no greater than removal,correction or replacement Contractor shall be al lowed 5%of the monetary value of the project or 5%of the available a period of no longer than thirty(30)Days after Substantial Contract Time.Schedules with activities of less than one day or Completion for completion ofdefmtive(punch list)work,unless valued at less than 1%of the Contract will be considered too otherwise agreed.Attheendofthatperiod,orearlierif requested detailed and will not be accepted.Schedules lacking adequate by the Contractor, Owner shall arrange for inspection of the det ail,or unreasonably detailed,will be rejected.Includedwithin Workbythe Forest Specialist.Should the Work not becomplete, the schedule are the following:Notice to Proceed, Substantial and all corrections made, the costs for all subsequent re- Completion,and Final Completion. Schedules will be updated inspections shall be home by the Contractor.If Contractor fails monthly and submitted with the monthly payment application. to complete the punch list work within the above time period, Acceptance of the Schedule by the Owner does not constitute Owner may perform such work and Contractor shall reimburse agreement by the Owner, as to the Contractors sequencing, Owner all costs of the same within ten(10)days after demand means, methods, or allocated Contract Time. Any positive without affecting Contractor's obligations. differencebetween the Contractors scheduledcompletion and the Contract completion date is float owned by the Owner.Owner 1.2 WARRANTY WORK reserves the right to negotiate the float if it is deemed to be in Owner's best interest to do so. In no case shall the Contractor 1.2.1 Neitherthe final certificate ofpayment noranyprovision of make a request for additional compensation for delays if the the Contract Documents shall relieve the Contractor from Work is completed within the Contract Time but after responsibility for defective Work and,unless a longer period is Contractors scheduled completion. specified,Contractor shall correct all defects that appear in the Work within a period ofone year from the date of issuance of the H.3 PARTIAL OCCUPANCY OR USE writtennotice of Substantial Completion bythe Ownerexcept for latent defects which will be remedied by the Contractor at any H.3.1 The Owner may occupy or use any completed or partially time they become apparent. The Owner shall give Contractor completed portion of the Work at any stage, provided such notice of defects with reasonable promptness.Contractor shall occupancy or use is consented to by public authorities having perform such warranty work within a reasonable time after jurisdiction over the Work.Such partial occupancy or use may Owner's demand. If Contractor fails to complete the warranty commence whether or not the portion is substantially complete, work within such period as Owner determines reasonable,or at Page 22 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 any time in the event of warranty work consisting of emergency J.2 CONTRACTOR'S RESPONSIBILITIES repairs,Owner may perform such work and Contractor shall reimburse Owner all costs of the same within ten(10)Days after 1.2.1 During the period of the suspension, Contractor is demand without affecting Contractors obligations. responsible to continue maintenance at the project just as if the 1.2.2 This provision does not negate guarantees or warranties for Work were in progress. This includes, but is not limited to, periods longer than one year including without limitation such protection ofcornpleted Work,maintenance ofaccess,protection guarantees or warranties required by other sections of the of stored materials,temporary facilities,and clean-up. Contract Documents for specific installations, materials, J.2.2 When the Work is recommenced after the suspension,the processes,equipment or fixtures. Contractor shall replace or renew,any Work damaged during the 1.2.3 In addition to Contractors warranty, matiufacmrets suspension, remove any materials or facilities used as part of warranties shall pass to the Owner and shall not take effect until temporary maintenance,andcomplete theproject in every respect affected Work has been accepted in writing by the Owner's as though its prosecution had been continuous and without Authorized Representative. suspension. 1.2.4 The one-year period for correction of Work shall be extended with respect to portions of Work performed after J.3 COMPENSATION FOR SUSPENSION Substantial Completion by the period of time between Substantial Completion andthe actual performance ofthe Work,and shall be 1.3.1 Depending on the reason for suspension of the Work,the extended by corrective Work perfomed by the Contractor Contractor or the Owner may be due compensation by the other pursuant to this Section, as to the Work corrected. The party.If the suspension was required due to acts or omissions of Contractor shall remove fromthesite portions ofthe Work which Contractor,the Owner may assess the Contractor actual costs of are not in accordance with the requirements of the Contract the suspension in terms of administration,remedial work by the Documents and are neither corrected by the Contractor nor Owner's forces or another contractor to correct the problem accepted by the Owner. associated with the suspension,rent of temporary facilities,and 1.2.5 Nothing contained in this Section 1.2 shall be construed to other actual costs related to the suspension.If the suspension was establish a period of limitation with respect to other obligations caused by acts or omissions of the Owner,the Contractor shall be which the Contractor might have under the Contract Documents. due compensation which shall be defined using Section D, Establishment of the period for correction of Work as described Changes in Work.If the suspension was required through no fault in this Section 1.2 relates only to the specific obligation of the of the Contractor or the Owner,neither party owes the other for Contractor to correct the Work,and has no relationship to the the impact. time within which the obligation to comply with the Contract Documents tray be sought to be enforced,nor to the time within J.4 OWNER'S RIGHT TO TERMINATE CONTRACT which proceedings may be commenced to establish. the Contractor's liabilitywith respect to the Contractor's obligations JAI The Owner may,without prejudice to any other right or other than specifically to correct the Work. remedy, and after giving Contractor seven(7) Days' written 1.2.6 If the Owner prefers to accept Work which is not in notice and an opportunity to cure, terminate the Contract in accordance with therequirements ofthe Contract Documents,the whole or in part under the following conditions: Owner maydoso insteadofrequiring its removal andcorrection, (a) If Contractor should voluntarily or involuntarily, seek in which case the Contract Price will be reduced as appropriate protection under the United States Bankruptcy Code and and equitable.Such adjustment shall be effected whether or not Contractor as debtor-in-possession or the Trustee for the estate final payment has been made. fails to assume the Contract within a reasonable time; (b) If Contractor should make a general assignment for the SECTION J benefit of Contractors creditors; SUSPENSION AWOR TERMJNA77ON OF THE WORK (c)If a receiver should be appointed on account of Contractor's insolvency; J.1 OWNER'S RIGHT TO SUSPEND THE WORK (d)If Contractor should repeatedly refuse or fail to supply an adequate number of skilled workers or proper materials to carry 1.1.I The Owner and/or the Owner's Authorized Representative on the Work as required by the Contract Documents,or otherwise has the authority to suspend portions or all of the Work due to the fail to perform the Work in a timely manner, following causes: (e)If Contractor should repeatedly fail to make prompt payment (a)Failure of the Contractor to correct unsafe conditions; to Subcontractors or for material or labor,or should disregard (b)Failure of the Contractor to carry out any provision of the laws, ordinances or the instructions of the Owner or its Contract; Authorized Representative;or (c)Failure of the Contractor to carry out orders; (f)IfContractor is otherwise in material breach ofany pan of the (d) Conditions, in the opinion of the Owner's Authorized Contract. Representative,which are unsuitable for perforating the Work; J.4.2 At any time that any of the above occurs, Owner may (e)Time required to investigate differing site conditions; exercise all rights and remedies available to Owner at law or in (f)Any reason considered to be in the public interest. equity, and in addition, Owner may take possession of the J.1.2 The Owner shall notify Contractor and the Contractor's premises and of all materials and appliances and finish the Work Surety in writing of the effective date and time of the suspension by whatever method it may deem expedient. In such case,the and Owner shall notify Contractor and Contractor's surety in Contractor shall not be entitled to receive further payment until writing to resume Work. the Work is completed If the Owner's cost of finishing the Work Page 23 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES 6/2012 exceeds the unpaid balance of the Contract Price, Contractor resolved,all obligations on the project have been satisfied,all shall pay the difference to the Owner. monetary claims and indebtedness have been paid,and that,to the best of the Contractor's knowledge,there are noclaims of any J.S TERMINATION FOR CONVENIENCE kind outstanding against the project. The Contractor shall indemnify,defend(with counsel of Owner's choice)and hold 1.5.1 Owner may terminate the Contract in whole or in part harmless the Owner from all claims for labor and materials whenever Owner detemtines that termination of the Contract is finished under this Contract. The Contractor shall famish in the best interest of the public. complete and valid releases orwaivers,satisfactoryto the Owner, 1.5.2 The Owner will provide the Contractor with seven (7) of all liens arising out of or filed in connection with the Work. Days' prior written notice of a termination for public convenience.After such notice,the Contractor shall provide the K4 COMPLETION NOTICES Owner with immediate and peaceful possession of the premises and materials located on and off the premises for which the K.4.1 Contractor shall provide Owner notice of both Substantial Contractor received progress payment under Section E. and Final Complet ion.The certificate of Substantial Completion Compensation for Work terminated by the Owner under this shall state the date of Substantial Completion,the responsibilities provision will be according to Section E. In no circumstance of the Owner and Contractor for security, maintenance,heat, shall Contractor be entitled to lost profits for Work not utilities,damage to the Work and insurance,and the time within performed due to termination. which the Contractor shall finish all items on the punchlist accompanying the Certificate.Both completion notices mast be J.6 ACTION UPON TERMINATION signed by the Contractor and the Owner to be valid.The Owner shall provide the final signature on the notices.The notices shall 1.6.1 Upon receiving a notice of termination, and except as take effect on the date they are signed by the Owner. directed otherwise by the Owner,Contractor shall immediately cease placing father subcontracts or orders for materials, K5(OMITTED) services,or facilities.In addition,Contractor shall terminate all subcontracts or orders to the extent they relate to the Work K6(OMITTED) terminated and with the prior written approval of the Owner, settle all outstanding liabilities and termination settlement proposals arising from the temtination of subcontracts and K7 ENVIRONMENTAL CLEAN-UP orders. 1.6.2 As directed by the Owner, Contractor shall upon As pan of the Final Completion notice,or as a separate written termination transfer title and deliver to the Owner all Record notice submitted with or before the notice of Final Completion, Documents,information,and other property that,if the Contract the Contractor shall notify the Owner that all environmental had been completed,would have been required to be famished to pollution clean-up performed as a part of this Contract has been the Owner. disposed of in accordance with all applicable roles,regulations, laws,and statutes of all agencies having jurisdiction over such SECTION K environmental pollution. The notice shall reaffirm the CONTRACT CLOSE OUT indemnification given order Section F.5.1 above. Kl RECORD DOCUMEN'T'S KS(OMITTED) As a condition of final payment (refer also to section E.(6), Contractor shall comply with the following: Contractor shall K9 OTHER CONTRACTOR RESPONSIBILITIES provide to Owner's Authorized Representative, Record Documents of the entire project.Record Documents shall depict The Contractor shall beresponsible forremming to the Owner all the project as constructed and shall reflect each and every items issued during construction and/or operations such as keys, change,modification,and deletion made during the construction security passes,site admittance badges,and all other pertinent and/or operations.Record Documents are part of the Work and items. The Contractor shall be responsible for notifying the shall be provided prior to the Owners issuance of final payment. appropriate utility companies to transfer utility charges from the Record Documents include all modifications to the Contract Contractor to the Owner.The utility transfer date shall not be Doctunents unless otherwise directed before Substantial Completion and may not be until Final Completion, if the Owner does not take beneficial use of the K2(OMITTED) facility and the Contractors forces continue with the Work. K3 AFFIDAVIT/RELEASE OF LIENS AND CLAIMS K10 SURVIVAL As a condition of final payment,the Contractor shall submit to All wam ntyand indemnification provisions of this Contract,and the Owners Authorized Representative a notarized all of Contractor's other obligations under this Contract that are affidavit/release of liens and claims form,in a form satisfactory not fully performed by the time of Final Completion or to Owner,which states that all Subcontractors and suppliers have terminat ion,shall survive Final Completion or any termination of been paid in full,all disputes with property owners have been the Contract. Page 24 of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 SECTION L L.4 LOCAL AGENCIES LEGAL BEL477ONS&RESPONSIBILITIES Ashland City Council L.1 LAWS TO BE OBSERVED Ashland Local Contract Review Board County Commissioner,Board of In compliance with ORS 279C.525, Sections L.2 through LA Design Commissions contain lists of federal, state and local agencies of which the Historical Preservation Commission Owner has knowledge that have enacted ordinances or Planning Commissions regulations relating to environmental pollution and the preservation of natural resources that mayaffect the performance of the Contract: 1-2 FEDERAL AGENCIES Agriculture,Department of Forest Service Soil Conservation Service Coast Guard Defense,Department of _ Army Corps of Engineers Energy,Department of Federal Energy Regulatory Commission Enwormuental Protection Agency Health and Human Services,Department of Housing and Urban Development,Department of Solar Energy and Energy Conservation Bank Interior,Department of Bureau of land Management Bureau of Indian Affairs Bureau of Mines Bureau of Reclamation Geological Survey Minerals Management Service U.S.Fish and Wildlife Service Labor,Department of Mine Safety and Health Administration Occupation Safety and Health Adntinistration Transportation,Department of Federal Highway Administration Water Resources Council 43 STATE AGENCIES Administrative Services,Department of Agriculture,Department of Soil and Water Conservation Commission Columbia River Gorge Commission . Energy,Department of Environmental Quality,Department of Fish and Wildlife,Department of Forestry,Department of Geology and Mineral Industries,Department of Human Resources,Department of Consumer and Business Services,Department of Land Conservation and Development Commission Parks and Recreation,Departrneot of State Lands,Division of Water Resources Department of / Page 25 Of 25—GENERAL CONDITIONS CONTRACT FOR FIRE RESILIENCY PROJECT SERVICES6/2012 / R 3 r ) \ .. ^ m > ( k & ( E ® & ° r \ \/, ® 330 ( \ / § }) \ § / 0 \ \ j m co d 7 ® § G ) \ ® 2 \ c o $ B \ \ \ ƒ a / \ § / ) ] \ / � E \ » \ tK ) ( 2 k g / \ \ \ \ \ m 0cn / � ° S2 ®§ ; MI / . =1m \ /\ E ® ka§ e _¥ 0 { \ co §m / ) 5 & . / � ®m » � e \ \ --1 - °Q% .k\ j �� / / ƒ . / / ; ` § / \ A § _I k § , ® ` } � k § \ \_ ) xm \ y z2 ) � § ! » A , m ! a (D (= m f / \ � & Client#: 129672 COLUIHELI ACORDu. CERTIFICATE OF LIABILITY INSURANCE DA 8//06/2012 0612012 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Propel Insurance PHONE 000 499-0933 FAX 866 577.1326 (AIC No,Ext: AIC,No): Salem Commercial Insurance E-MAIL ADDRESS: 3220 State Street Suite 130 INSURER(S)AFFORDING COVERAGE NAIL If Salem, OR 97301 INSURER A:Liberty Northwest Insurance Cor INSURED INSURER B: Columbia Helicopters Inc INSURER C PO Box 3500 INSURER D: Portland, OR 97208 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY Err POLICY EXP LIMITS LTR INSR Me POLICY NUMBER MMIDDIYYYY MMIDDIYYYY GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PREMISES Ea RENTED $ CLAIMS MADE L-1 OCCUR MEAD EXP(Any one person) $ PERSONAL&ADV INJURY 5 GENERAL AGGREGATE 5 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGO 5 POLICY JECT LOC $ A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident 5 ANY AUTO BODILY INJURY(Per Person) S ALL OWNED SCHEDULED BODILY INJURY(Peraccldem) 5 AUTOS NON-OWNED PROPERTY DAMAGE 5 HIRED AUTOS AUTOS Per accident $ UMBRELLA ILIAD OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WC41NCO02712012 1/0112012 01/01/2013 X WCSrnru- X DTH- AND EMPLOYERS'LIABILITY OFFICEOW RIETORIE%RLUDEE?ECUTIVE� NIA E.L.EACH ACCIDENT $110001000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 It yes,describe under --DES GRIPTIONOFOPERATIONS below EL.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Proof of Coverage OR-CA-AK-MT-ID CERTIFICATE HOLDER CANCELLATION City of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Hall ACCORDANCE WITH THE POLICY PROVISIONS. 20 E Main St Ashland,OR 97520 AUTHORIZED REPRESENTATIVE r u zarz ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S9649471M823992 TDG00 CERTIFICATE OF AVIATION LIABILITY INSURANCE DA 0810312012 YY1 ACORO THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). vaooucER NAME ACT Drew Johnston or Cheryl Turner ADD Risk Solutions,Inc. a°N� 316.941.1553 or 316.941.1519 ac No: 847.953.3457 245 N.Waco,Suite 420 E-MAIL drew.ohnston aon.com or cheryl.turner@aon.com ADDRESS: J @ rY I aon.com @ Wichita,KS 67202 PRODUCER C.ST INSURERS)AFFORDING COVERAGE % NAIC# INSURED INSURER A: Undemrlter5 at Lloyds of London and Columbia Helicopters,Inc. INSURER B: various companies. and all Affiliated Subsidiaries as now or hereinafter Constituted INSURER C: P.O.Box 3500 INSURER D Portland,OR 97208 INSURER E: INSURER F THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. AIRPORT 8 FBO LIABILITY COVERAGES CERTIFICATE NUMBER: 2012-89 REVISION NUMBER: INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?)YIN) SUBROGATION WAIVED?(YIN) AM 1200401 05/01/2012 05/0112013 Y N COVERAGE OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO $ BI EA PER $ PD PREMISES LIABILITY $ 10,000,000 EA OCC PREMISES MEDICAL PAYMENTS $ EA PER $ EA OCC SALE OF FUEL 8 OIL $ BI EA PER $ 10,000,000 AGGR PRODUCTS LIABILITY EXTENDED $ 10,000,000 EA GOO COMPLETED EXTENDED $ 81 EA PER $ AGGR OPERATIONS LIABILITY $ EA OGG HANGARKEEPERS INCLUDING TAXI Li $ EA AIRCRAFT $ EA OCC LEGAL LIABILITY IN FLIGHT FIRE LEGAL LIABILITY $ ANY ONE FIRE PERSONAL INJURY LIABILITY $ EA 000 $ AGGR ADVERTISING LIABILITY $ EA OCC $ AGGR CONTRACTUAL LIABILITY INCLUDED EXCLUDED COVERAGE CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO Aircraft Liability $ 10,000,000 EA OCC $ $ $ $ Is DESCRIPTION OF OPERATIONS/REMARKS Attach ACORD 101,Additional Remarks Schedule,if mores ace is required) DESCRIPTION OF INSURANCE:Third Party Bodily Injury(Excluding Passengers)and Property Damage Legal Liability arising out of the operation of the Insured Aircraft and Premises. ADDITIONAL INSURED:The Certificate Holder is included as an Additional Insured buy only as respects the acts or omissions of the Insured in comection with the Contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Ashland,its departments,divisions,officers and ACCORDANCE WITH THE POLICY PROVISIONS. employees AUTHORIZED REPRESENTATIVE City Hall-20 E.Main Street Ashland,OR 97520 .Aon =Risk oftttions, lnc. ©2009 ACORD CORPORATION. All rights reserved. ACORD 20(2009/12) The ACORD name and logo are registered marks of ACORD PRIVATE HANGAR LIABILITY COVERAGE$ PRODUCER CUSTOMER ID: INBURERLETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(YIN) SUBROGATION WAIVED?(YIN) COVERAGE OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO HANGARKEEPERS INCLUDING TAXI LEGAL LIABILITY IN FLIGHT $ EA AIRCRAFT $ EA OCC COVERAGE CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO $ $ $ $ AVIATION PRODUCTS LIABILITY COVERAGES INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y I N) SUBROGATION WAIVED?(Y I N) COVERAGE OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO INCL COMP CPS INCL SPACECRAFT PRODUCTS LIABILITY $ EA OCC $ AGGR EXCL COMP OPS E%CL SPACECRAFT GROUNDING LIABILITY $ EA OCC $ AGGR FOREIGN MILITARY AIRCRAFT PRODUCTS INCLUDED COVERAGE CODE DE5CRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO $ $ $ $ OTHER COVERAGES LINE OF BUSINESS INSURER LETTER I POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED?(Y I N) SUBROGATION WAIVED?(Y I N) COVERAGE CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ OTHER COVERAGES LINE OF BUSINESS INSURER LETTER POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE ADDITIONAL INSURED](Y I N) SUBROGATION WAIVED?(Y I N) COVERAGE CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT APPLIES TO $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ ACORD 20(2009/12) A`Cl?RO' CERTIFICATE OF LIABILITY INSURANCE DATE08/03/DO IZ VVV) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME: Allison Krueger Ann Risk Insurance Services West,Inc. PHONE(A/C,Na,Ext): 5033062317 FAX(A/C,No): 503 295 0923 851 SW 6ih Avenue,Suite 385 EMAILADDRESS: Portland,OR 97204 INSURERS AFFORDING COVERAGE NAICIf INSURED INSURER A: American States Insurance Company Columbia helicopters,Inc. INSURER B: Allied World National Assurance Co. P.0.Box 3500 INSURER C: Portland,OR 97208 INSURER D: INSURER E: NSURER F: COVERAGES CERTIFICATE NUMBER: 41 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AODL SUER POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE INSR WID POLICY NUMBER DATE(MWDDNY) DATE(MMIDDIYY) LIMITS A GENERAL LIABILITY 02CO153156-00 06101112 06.01/13 EACH OCCURRENCE $1,000,00(i X COMMERCIAL GENERAL LIABILITY DAMAGE TORENTED 51000,000 PREMISES(Ea awlnence) CLAIMS MADE X❑ OCCUR NED EXP(Any one person) $10,000 % Ind.Loggers PD B Contractual Liability PERSONAL B ADV INJURY 51000,000 GENERALAGGREGATE $2,900,000 GENERAL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG $2".DDO POLICY PROJECT LOC AUTOMOBILE LIABILITY O1CG357531-00 06101/12 0601/13 COMBINED SINGLE LIMIT 41,000,000 A dX ANY AU TO (Ea Accident)ALL OWNED AUTOS BODILY INJURY(Per person) SCHEDULED AUTOS BODILY INJURY(Per accident) HIRED AUTOS PROPERTY DAMAGE NONOWNEDAUTOS (Per accident) B % UMBRELLA UAB % OCCUR 0305-6094 06,01/12 06101113 EACH OCCURRENCE 54,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $4,000,000 DEDUCTIBLE RETENTION 5 WORKERS'COMPENSATION WCSTATll OTH AND EMPLOYERS'LIABILITY YIN TORYUMfTS -ER ANY PROPRIETOWPARTNEMEXECUTIVE EL EACH ACCIDENT OFFICERIMEM8ER EXCLUDED? (Mandatory in NH) EL DISEASE-EA EMPLOYEE If yes,descnbe under EL DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS bebw DESCRIPTION OF OPERA00NSILOCAMONSI VEHICLES(AUach ACORD 101,Additional Remarks Schedule,if more spacels required) RE: Ashland Forest Resiliency Project. The City of Ashland, its departments,divisions, officers and employees are included as Additional Insureds but only as respects negligent acts or omissions arising out of the Named Insured's ongoing operations and where required by written contract or agreement per attached endorsements. Where required by written contract or agreement, such coverage shall be primary and non-contributory as per attached endorsements. The umbrella policy is excess of the scheduled commercial general liability and automobile policies. CERTIFICATE HOLDER CANCELLATION City of Ashland City Hall SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRAIION DATE THEREOF,NOTICE WILL BE DELIVERED IN 20 E. Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE 14" .5mmCCQ Z(w, ZING. O 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD I'CNASURETY Performance Bond Bond Number: 929559010 KNOW ALL MEN BY THESE PRESENTS: That we, Columbia Helicopters, Inc., PO Box 3500, Portland OR 97208 (hereinafter called Principal),as Principal,and The Continental Insurance Company,a corporation organized and doing business under and by virtue of the laws of the State of Pennsylvania and duly licensed for the purpose of making,guaranteeing or becoming sole surety upon bonds or undertakings required or authorized by the laws of the State of Oregon (hereinafter called Surety)as Surety,are held and firmly bound unto City of Ashland, Oregon (hereinafter called Obligee)in the just and full sum of Three Hundred Sixty Thousand and No/100 Dollars($ $360,000.00 ) lawful money of the United States of America,for the payment of which,well and truly to be made,we hereby bind ourselves and our and each of our successors and assigns,jointly and severally,firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT, WHEREAS,Principal has entered into a contract dated July 30, 2012 with the Obligee for the cutting and removal of timber known as Helicopter Timber Harvesting & Log Hauling Services as is more specifically set forth in said contract. NOW,THEREFORE,if said Principal shall well and truly do the said work,and fulfill each and every of the covenants,conditions and requirements of said contract,then the above obligation to be void,otherwise to remain in full force and effect. No right of action shall accrue under this bond to or for the use of any person other than the Obligee named herein. IN WITNESS WHEREOF,said Principal and said Surety have caused these Presents to be duly signed and sealed this 5th day of September — , 20 12 Co mbia Helicopters, Inc. ,,(n�^^ rincipal (SEAL) By. Yvl� TKe CArluagFtalil s r nce 6m an . „ rety (SEAL) . . .. By: Mark S. Richardson Attorney-in-Fact POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That The Continental Insurance Company,a Pennsylvania insurance company,is a duly organized and existing insurance company having its principal office in the City of Chicago,and Stale of Illinois,and that it does by virtue of the signature and seal herein affixed hereby make,constitute and appoint Elizabeth Me Greer,Mark Richardson,Individually of Lewiston,ID,its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on its behalf bonds,undertakings and other obligatory instruments of similar nature -In Unlimited Amounts- and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the insurance company and all the acts of said Attorney,pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law and Resolutions,printed on the reverse hereof,duly adopted,as indicated,by the Board of Directors of the insurance company. In Witness Whereof,The Continental Insurance Company has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 29th day of September,2009. . ijyp• The Continental Insurance Company 7. .;t r. '•••�••"• lacqu a M. 8elcastro Senior Vice President State of Illinois,County of Cook,ss: On this 29th day of September,2009,before me personally came Iacquelyne M.Belcastm to me known,who,being by me duly swom,did depose and say: that she resides in the City of Chicago,State of Illinois;that she is a Senior Vice President of The Continental Insurance Company,a Pennsylvania insurance company,described in and which executed the above instrument;that she knows the seal of said insurance company;that the seal affixed to the said instrument is such corporate seal;that it was so affixed pursuant to authority given by the Board of Directors of said insurance company and that she signed her name thereto pursuant to like authority,and acknowledges same to be the act and decd of said insurance company. ism 8JZA Prim aarMr I V IC-arAnI nr L W q1 rp00mInaGIlOfI11tEwIrN My Commission Expires September 17,2013 Elrsa'Pffce Notary Public CERTIFICATE I,Mary A.Ribikawskis,Assistant Secretary of The Continental Insurance Company,a Pennsylvania insurance company,do hereby certify that the Power of Attorney herein above set forth is still in force,and further certify that the By-law and Resolution of the Board of Directors of the insurance company printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said insurance company this 5th day of September 2012 The Continental Insurance Company a Q '•••�••••' Mary A. ika&ikis Assistant Secretary Vj Form F6850-512009 r „ r•�' r Authorizing By-Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF THE CONTINENTAL INSURANCE COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the Board of Directors of the company. - "Article VI-Execution of Documents Section 3. Appointment of Attorney-in-Fact. The Chairman of the Board of Directors,the President or any Executive or Senior Vice President may,from time to time,appoint by written certificates altomeys-in-fact to act in behalf of the Company in the execution of Policies of insurance,bonds,undertakings and other obligatory instruments of like nature. Such altomeys-in-fact,subject to the limitations set forth in their respective certificates of authority shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors,the President or any Executive or Senior Vice President or the Board of Directors,may,at any time,revoke all power and authority previously given to any attomey-in-fact. This Power of Attomey is granted and is signed by facsimile under and by the authority of the following Resolution adopted by the Executive MCommittee of the Board of Directors of The Contincntal'Insurance Company by unanimous written consent dated them 1 P day of January, 1989:. RESOLVED,that the signatures of such officers and the seat of the Company maybe affixed to any such Power of Attorney or to any certificate relating thereto by facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company when so affixed and in the future with respect to any bond,undertaking or contract of suretyship to which it is attached." I dAfASURETY Specific Payment Bond Bond Number 929559011 , n x . i KNOW ALL MEN BY THESE PRESENTS: That we, Columbia Helicopters,Inc. (hereinafter called Principal), as Principal, and Continental Insurance Company a corporation organized and doing business under and by virtue of the laws of the State of Pennsylvania and dully licensed for the purpose of making, guaranteeing or becoming sole surety upon bonds or undertakings required or authorized by the laws of the State of Oregon (hereinafter called Surety) as Surety, are held and firmly bound unto City of Ashland,Oregon (hereinafter called Obligee) in the just and full sum of Three Hundred Sixty Thousand and No/100 Dollars ($ 360,000.00 ) lawful money of the United States of America, for the payment of which, well and truly to be made, we hereby bind ourselves and each of our successors and assigns, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH THAT, WHEREAS, the Principal has entered into a contract dated 7/30/2012 with City of Ashland,Oregon for the purchase of timber described as Helicopter Timber Harvesting& Log Hauling Services NOW, THEREFORE, if Principal shall make timely payments as outlined in the Timber Sale Agreement of the amounts due for timber and other charges for timber cut prior to such payments under said contract, and any and all duly authorized modifications of said contract that may hereafter be made, notice of which modifications to the Surety is hereby waived, then this obligation shall be void; otherwise, it shall remain in full force and effect. IT IS UNDERSTOOD AND AGREED that this bond covers all timber cut under said contract for the period beginning 9/5/2012 and ending 9/5/2013 THIS BOND may be terminated, but only as to any liability hereunder arising subsequent to the effective date of termination as follows: 1. By the Principal or the Surety, at any time 30 days after receipt of written notice of termination from the Principal or the Surety; or 2. By the Surety, following a demand for payment under this bond at anytime 10 days after the Obligee's receipt of written notice of termination from the Surety. IN WITNESS WHEREOF, said Principal and said Surety have caused these Presents to be duly signed and sealed this 5th day of September 2012 Columbia Helicopters, Inc. PRIN F'A (SEAL) By ( K . Continental lnsunmce npa ETV (SEAL) By MITk S. Richardson, ATTORNEY-IN-FACT POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That The Continental Insurance Company,a Pennsylvania insurance company,is a duly organized and existing insurance company having its principal office in the City of Chicago,and State of Illinois,and that it does by virtue of the signature and seal herein affixed hereby make,constitute and appoint Elizabeth Me Greer,Mark Richardson,Individually of Lewiston,ID,its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on its behalf bonds,undertakings and other obligatory instruments of similar nature -In Unlimited Amounts- and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the insurance company and all the acts of said Attorney,pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-law and Resolutions,printed on the reverse hereof,duly adopted,as indicated,by the Board of Directors of the insurance company. In Witness Whereof,The Continental Insurance Company has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 29th day of September,2009. jNy.• The Continental Insurance Company •;t •.g � y<•i �,,ry,�n f °•�••••'"' Jacqubwe M. Relcastro Senior Vice President State of Illinois,County of Cook,ss: On this 29th day of September,2009,before me personally came Jacquelyn M.Belcasro to me known,who,being by me duly sworn,did depose and say: that she resides in the City of Chicago,State of Illinois;that she is a Senior Vice President of The Continental Insurance Company,a Pennsylvania insurance company,described in and which executed the above instrument;that she knows the seal of said insurance company;that the seal affixed to the said instrument is such corporate seal;that it was so affixed pursuant to authority given by the Board of Directors of said insurance company and that she signed her name thereto pursuant to like authority,and acknowledges same to be the act and decd of said insurance company.PFJM OFFEK SEAL itlTMrFlIRW-Ewvkm Ums / /f.�� `_/ w(zrmowosw�irm sC// My Commission Expires September 17,2013 Eliza Pii�ee Notary Public CERTIFICATE 1,Mary A.Ribikawskis,Assistant Secretary of The Continental Insurance Company,a Pennsylvania insurance company,do hereby certify that the Power of Attorney herein above set forth is still in force,and further certify that the By-Law and Resolution of the Board of Directors of the insurance company printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said insurance company this 5th day of September 2012 •��ujg;4,_ The Continental Insurance Company Mary A. R ikafjkis Assistant Secretary Form F6850-5/2009 Authorizing By-Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF THE CONTINENTAL INSURANCE COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the Board of Directors of the company. "Article VI-Execution of Documents Section 3. Appointment of Attorney-in-Fact. The Chairman of the Board of Directors,the President or any Executive or Senior Vice President may,from time to time,appoint by written certificates attomeys-in-fact to act in behalf of the Company in the execution of policies of insurance,bonds,undertakings and other obligatory instruments of like nature. Such attomeys-in-fact,subject to the limitations set forth in their respective certificates of authority shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors,the President or any Executive or Senior Vice President or the Board of Directors,may,at any time,revoke all power and authority previously given to any attorney-in-fact. This Power of Attomey is granted and is signed by facsimile under and by the authority of the following Resolution adopted by the Executive Committee of the Board of Directors of The Continental Insurance Company by unanimous written consent dated the 13'^day of January, 1989: RESOLVED,that the signatures of such officers and the seal of the Company maybe affixed to any such Power of Attomey or to any certificate relating thereto by facsimile,and any such Power of Attomey or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company when so affixed and in the future with respect to any bond,undertaking or contract of suretyship to which it is attached." I i d Page 1 /1 ' CITY OF �. ASHLAND DATE PO NUMBER 20 E MAIN ST. 9/7/2012 11151 ? ASHLAND,OR 97520 (541)488-5300 fi } VENDOR: 017240 SHIP TO: Ashland Fire Department (tiy COLUMBIA HELICOPTERS (541)482-2770 PO BOX 3500 455 SISKIYOU BLVD PORTLAND, OR 97208 ASHLAND, OR 97520 FOB Point: Req.No.: Terms: Net Dept: Req..Del.Date: Contact: Chris Chambers Special Inst: Confirming? No Quantity Unit _ Description Unit Price Ext Price Wildfire fuels reduction for the 1,800,000.00 Ashland Forest Resiliency Project through cutting, helicopter timber harvesting and timber trucking Services. 1I1 Approved by Council: August 7, 2012 Contract effective date: August 10, 2012 Completion date: June 30, 2013 Insurance and bonds on file i SUBTOTALI 1 800 000.00 BILL TO:Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 1,800,000.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 670.07.29.00.60416 E 000199.400 1,800,000.00 Authorized Signature VENDOR COPY FORM #3 CITY OF A Mquest for a Purchase Order ASHLAND REQUISITION Date of request: 1 8.24.12 Required date for delivery: 9.6.12 Vendor Name Columbia Helicopters,Inc Address,City,State,Zip P.0.Box 3500,Portland,OR 97208 Contact Name&Telephone Number Mike Moore(503)678-1222 7i Fax Number ( ; SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 Dale approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than$5.000 ® Request for Proposal (Copies on file) ❑ Stale of Oregon ❑ Direct Award Date approved by Council: Contract# ❑ Verbal/Written quote(s)or proposal(s) 81'7112. ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract# GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) ❑ Other government agency contract $5.000 to$100,000 ❑ Written quote or proposal attached Agency ❑ (3)Written quotes attached ❑ Form#4, Personal Services$5K to$75K Contract# PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to$75.000 ❑ Form#9,Request for Approval ❑ Agency ❑ Less than$35,000,by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council: ❑ (3)Wr tten proposals attached Date approved by Council: (Date) E] Form#4, Personal Services$5K to$75K Valid until: Date Description of SERVICES Total Cost Columbia Helicopters, Inc will provide wildfire fuels reduction for the Ashland Forest Resiliency Not to exceed $1,800,000 Project through cutting,helicopter Umber harvesting and timber trucking services. Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal $1,800,000 - Project Number 000199.400 Account Number 670.07.29.00.604160 Account Number Account Number 'Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing t is requisition form,I certify that the City's public contracting requirements have been satisfied. Employee Signature: Department Head Signature: IA' IL ei4 Additional signatures(if applicable): r V uattoorgreater than$5,000) Funds appropriated for current fiscal year: S / NO kill jj� ,,.,��---- la/Z Finance Director-(Equ o or greaterthan$5,000) D616 Comments: Forth#3-Requisition _