HomeMy WebLinkAboutItem 10 Approve Contracts with each Baker & Taylor and Ingram for Library Materials Vendor ServicesAGENDA ITEM SUMMARY Meeting Date: 10/1/2012
Meeting Type:Regular Meeting
Staff Contact/Dept.: Rob Everett/
Jayne McMahan
Staff Phone No: 541.726.3756/
541.726.3708
Estimated Time: Consent Calendar
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Provide Financially
Responsible and
Innovative Government
Services
ITEM TITLE: APPROVE CONTRACTS WITH EACH BAKER & TAYLOR AND INGRAM
FOR LIBRARY MATERIALS VENDOR SERVICES
ACTION
REQUESTED:
By motion:
Authorize City Manager to sign contracts with both Baker & Taylor and Ingram for
Library Materials Vendor Services
ISSUE
STATEMENT:
The Library is seeking the best provision of library materials (books, cd’s, dvd’s,
and digital products) at the most competitive rates.
ATTACHMENTS: Attachment 1: Baker & Taylor contract
Attachment 2: Ingram contract
DISCUSSION/
FINANCIAL
IMPACT:
Earlier this summer the Library, in conjunction with the Finance Department, issued an
RFP for the purchase of library materials (books, cd’s, dvd’s, and digital products)
seeking optimal pricing discounts and minimal service / shipping charges. The library
contacted all major vendors and many smaller, specialty, vendors serving public
libraries soliciting proposals. As a result of that process we wish to sign agreements
with two major library materials vendors; Baker & Taylor (B & T) and Ingram. Both
companies service libraries across the country, offer substantial discounts, and ship
from warehouses located in the west (B&T – Reno, Nevada & Ingram – Roseburg,
Oregon). They both were successful in meeting the requirements of the RFP and in
responding with additional service enhancements when requested. B & T and Ingram
are two of the industry largest book suppliers.
The General Fund budgeted amount for books and other media is $94,467. B & T and
Ingram through end of FY12 accounted for 78% of that spend. With the contracts it is
anticipated that the spend could increase to 90% of the budgeted amount. Our two
major suppliers provided value-adds such as free shipping from all warehouses, no fuel
surcharges, free access to text reviews, and unlimited users for online ordering. The
City tried to negotiate a contract that was advantageous with other large players in the
industry, but they didn’t have an interest in being competitive with the other two
suppliers thus an intent not to award was issued to those suppliers. There will be some
smaller second tier specialty suppliers who have unique holdings (recorded books,
music cd’s) who will be issued letters of intent so that they can serve as backup to the
Tier 1 suppliers and so that the Library can take advantage of one time discounts
offered periodically throughout the year. The Library Director will establish an
ordering hierarchy with staff to ensure contract management. This should result in the
Library receiving the best value for the City’s dollar while getting new materials into
our patrons’ hands more quickly, and cost savings as well.
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CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Contract #828
Dated: October 2, 2012
Parties: The City of Springfield (“CITY”)
A Municipal Corporation of the State of Oregon
and
Baker & Taylor (“Independent Contractor”)
Additional Independent Contractor Information:
A. Type of Entity: Sole Proprietorship Partners Limited Liability Company Corporation
B. Address: 2550 West Tyvola Road, Suite 300, Charlotte, NC 28217
C. Telephone: 800.775.7930, ext 3245
D. Fax No: 704.998.3260
E. SSN or Fed. I.D. No:
F. Professional License(s) No:
G. Oregon Agency Issuing License:
H. Foreign Contractor Yes No
(Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B(11).
CITY Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Payment by CITY. CITY shall pay invoices on net 30 days terms. Invoices to be sent after
the books or media have been shipped to City of Springfield Public Library, 225 5th Street,
Springfield, OR 97477.
2. Intergovernmental Cooperative Purchasing. The Seller agrees to extend identical prices
and services under the same terms and conditions to all public agencies. Quantities stated
in this bid reflect the City of Springfield usage only. A public agency wishing to purchase
items will execute its own contract with the awarded bidder for its requirements.
3. Services to be Performed by Independent Contractor. Contractor will provide books,
reference materials, CDs, DVDs and services as described Attachment 1 – “Independent
Contractor” RFP #702 response dated March 29, 2012 attached hereto and incorporated by
this reference.
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4. Solicitation Process. This contract was awarded pursuant to the City’s RFP #702 Library
Materials Vendor Services.
5. Term. This Agreement is effective as of the date first set forth above and shall continue
until June 30, 2015 unless earlier terminated in accordance with the provisions of this
Agreement or by mutual consent of the parties. The Agreement may be amended annually,
to extend the term stated herein, for not more than two (2) successive one-year periods,
upon mutual agreement of the parties. In negotiating any extension CITY shall consider the
requirements or SMC Section 2.708(3) and each extension shall not be effective until
reviewed and approved by the Springfield Common Council.
6. Independent Contractor Status. By its execution of this Agreement, Independent
Contractor certifies its status as an “Independent Contractor” as that term is used under the
laws of the State of Oregon, and that all performance of any labor or services required to be
performed by Independent Contractor under the terms of this Agreement shall be performed
in accordance with the standards set forth in ORS 670.600, and as more specifically set
forth on Exhibit “A” attached hereto and incorporated herein by this reference.
7. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent
Contractor shall comply with all applicable provisions of Oregon law for public contracts,
including, but not limited to ORS 279B.220, ORS 279B.225, ORS 279B.230, and ORS
279B.235, and as more fully set forth on Exhibits “A” and “B” attached hereto and
incorporated herein by this reference.
8. Work Performed. The work to be performed by Independent Contractor includes services
generally performed by Independent Contractor in his/her/its usual line of business.
9. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal,
state and local taxes, if any, applicable to any payments received pursuant to this
Agreement, including but not limited to income tax, payroll tax, social security and self-
employment tax. CITY shall not withhold, pay, or in any other manner be responsible for
payment of any taxes on behalf of Independent Contractor.
10. Reimbursement Of Expenses. Independent Contractor shall not be entitled to
reimbursement by CITY for any expenses incurred by Independent Contractor unless
otherwise agreed in writing.
11. Materials and Supplies. Independent Contractor shall supply all materials and supplies
needed to perform the services required unless otherwise agreed in writing.
12. No Authority To Bind CITY. Independent Contractor shall have no authority to enter into
contracts on behalf of CITY, its’ officers, agents and employees. This Agreement shall not
create a partnership or joint venture of any sort between the parties.
13. Federal Employment Status. In the event payment made pursuant to this Agreement is to
be charged against federal funds, Independent Contractor hereby certifies that it is not
currently employed by the Federal Government and the amount charged does not exceed
Independent Contractor’s normal charge for the type of services provided
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14. Indemnification and Hold Harmless. The Independent Contractor shall assume all
responsibilities for the work, and bear all losses and damages directly or indirectly resulting
to the Independent Contractor, the City, or to others on account of the character or
performance of the work, unforeseen difficulties, accidents, or any other cause whatsoever.
The Independent Contractor shall assume defense of, indemnify and save harmless the
City, its officials, agents, and employees from all claims, liability, loss, damage and injury of
every kind, nature and description, directly or indirectly resulting from activities in the
performance of the Contract, the ownership, maintenance or use of motor vehicles in
connection therewith, or the acts, omissions, operations, or conduct of the Independent
Contractor or any Subcontractor under the Contract or any way arising out of the Contract,
irrespective of whether any act, omission or conduct of the City connected with the Contract
is a condition or contributory cause of the claim, liability loss, damage or injury and
irrespective or whether act, omission, or conduct of the Independent Contractor or
Subcontractor is merely a condition rather than a cause of a claim, liability, loss damage or
injury. The Independent Contractor shall not be liable for nor be required to defend or
indemnify, the City relative to claims for damage or damages resulting solely from acts or
omissions of the City, its officials, agents or employees. The absence of or inadequacy of
the liability insurance required in section 15 below shall not negate Independent Contractor’s
obligations in this paragraph.
15. Insurance.
15.1. General Insurance. The Independent Contractor shall maintain in force for the
duration of this agreement a Commercial General Liability insurance policy written on
an occurrence basis with limits not less than $2,000,000 per occurrence and
$3,000,000 in the aggregate for bodily injury or property damage. The policy will
contain a “per project” aggregate endorsement. Automobile Liability (owned, non-
owned and hired) insurance with limits not less than $1,000,000 per occurrence shall
be maintained. The City, its employees, officials and agents will be named as an
Additional Insured where operations are being conducted related to this contract, on
the General Liability policy as respects to work or services performed under this
agreement to the extent that the death or bodily injury to persons or damage to
property arises out of the fault of the Independent Contractor or the fault of the
Independent Contractor’s agents, representatives or subcontractors. This insurance
will be primary over any insurance the City may carry on its own.
15.2. Professional Liability. Independent Contractor shall maintain in force during the
duration of this Agreement (and, if it is a claims made policy, for a year following
completion of the project) a professional liability policy, approved by the City’s Risk
Manager as to terms, conditions and limits.
15.3. Workers’ Compensation. Independent Contractor shall provide and maintain workers’
compensation coverage for its employees, officers, agents, or partners, as required by
applicable workers’ compensation laws. If Independent Contractor is exempt from
coverage, a written statement signed by Contractor so stating the reason for the
exemption shall be provided to the City.
15.4. Evidence of Insurance Coverage. Evidence of the required insurance coverages
issued by an insurance company satisfactory to the City shall be provided to the City by
way of a City approved certificate of insurance before any work or services commence.
15.5. Notice of Cancellation or Material Change in Coverage. The certificate of
insurance shall contain a requirement that the Insurance company notify the City 30
days prior to any cancellation or material change in coverage. If the approved
insurance company will not provide this 30 day notice, the Contractor shall
provide written notice to the City contract manager within 2 days after the
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Contractor becomes aware that their coverage has been canceled or has been
materially changed. The Contractor shall either fax 541-726-3782 said notice or email
it directly to Bob Duey (rduey@springfield-or.gov), Finance Director at the City.
Regardless of what circumstances caused Contractors insurance coverage to cease
or be modified, it is the contractor’s responsibility to notify the City. Failure to
maintain proper insurance or provide notice of cancellation or modification shall be
grounds for immediate termination of this contract.________(Contractor initials)
15.6. Equipment and Material. The Independent Contractor shall be responsible for any
loss, damage, or destruction of its own property, equipment, and materials used in
conjunction with the work.
15.7.
Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this agreement, in
whole or in part, without the prior written approval of CITY. No such written approval
shall relieve Independent Contractor of any obligations of this Agreement, and any
transferee or subcontractor shall be considered the agent of Independent Contractor.
Independent Contractor shall remain liable as between the original parties to this
Agreement as if no such assignment had occurred.
15.8 Exception or Waivers. Any exception or waiver of these requirements shall be subject
to review and approval from the City’s Risk Manager.
16. Termination. The performance of work under this Agreement may be terminated by CITY,
in whole or in part, whenever for any reason CITY shall determine that such termination is in
the best interest of CITY. Any such termination shall be effected by delivery to the
Independent Contractor of a Notice of Termination specifying the extent to which
performance of the work under the Agreement is terminated and the date on which such
termination is effective.
17. Rights In Data. All original written material, including programs, card decks, tapes, listings,
and other documentation originated and prepared for CITY pursuant to this Agreement, shall
become exclusively the property of CITY. The ideas, concepts, know-how, or techniques
developed during the course of this Agreement by Independent Contractor personnel can by
used by either party in any way it may deem appropriate. Material already in Independent
Contractor’s possession, independently developed by Independent Contractor outside the
scope of this Agreement, or rightfully obtained by Independent Contractor from third parties,
shall belong to Independent Contractor. This agreement shall not preclude Independent
Contractor from developing materials which are competitive, irrespective of their similarity to
materials which might be delivered to CITY pursuant to this Agreement. Independent
Contractor shall not, however, use any written materials developed under this Agreement in
developing materials for others, except as provided in this section.
18. Confidentiality. During the course of performance hereunder, Independent Contractor or
its agent, employees, or contractors, may receive confidential information. Independent
Contractor agrees to use its best efforts to maintain the confidentiality of such information
and to inform each agent and employee performing services of the confidentiality obligation
that pertains to such information.
19. Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this agreement, in whole or in
part, without the prior written approval of CITY. No such written approval shall relieve
Independent Contractor of any obligations of this Agreement, and any transferee or
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subcontractor shall be considered the agent of Independent Contractor. Independent
Contractor shall remain liable as between the original parties to this Agreement as if no such
assignment had occurred.
20. Successors In Interest. The provisions of this Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective successors and
assigns.
21. Compliance With All Government Regulations. Independent Contractor shall comply
with all Federal, State and local laws, codes, regulations and ordinances applicable to the
work performed under this Agreement. Failure to comply with such requirements shall
constitute a breach of contract and shall be grounds for termination of this Agreement.
Damages or costs resulting from noncompliance shall be the sole responsibility of
Independent Contractor.
22. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce
any provision of this Agreement, Independent Contractor shall pay such additional sums as
the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial
and on any appeal.
23. Force Majeure. Neither party to this Agreement shall be held responsible for delay or
default caused by fire, riot, acts of God and/or war which is beyond that party’s reasonable
control. CITY may terminate this Agreement upon written notice after determining such
delay or default will unreasonably prevent successful performance of the Agreement.
24. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or
suit against CITY on account of any alleged patent or copyright infringement arising out of
the performance of this Agreement or out of the use of any material furnished or work or
services performed hereunder, Independent Contractor shall defend CITY against any such
suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney’s
fees in connection with such claim or suit.
25. Severability. If any provision of this Agreement is declared by a court to be illegal or in
conflict with any law, the validity of the remaining terms and provisions shall not be affected
and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular provision held to be invalid.
26. Access To Records. CITY and its duly authorized representatives shall have access to
books, documents, papers and records of Independent Contractor which are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
27. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a
waiver or relinquishment by CITY of the right to such performance in the future nor of the
right to enforce any other provision of this Agreement.
28. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever, without prior written approval of
CITY. No modification of this Agreement shall bind either party unless reduced to writing
and subscribed by both parties, or ordered by a Court.
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29. Nondiscrimination. Independent Contractor shall comply with all applicable requirements
of Federal and State civil rights and rehabilitation statutes, rules and regulations.
30. Dual Payment. Independent Contractor shall not be compensated for work performed
under this contract from any CITY agency other than the agency which is a party to this
contract.
31. Remedies. This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon, and any litigation arising out of this Agreement shall be
conducted in the courts of the State of Oregon, County of Lane.
32. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire
Agreement and supersedes all prior and contemporaneous oral or written communications
between the parties, their agents and representatives. There are no representations,
promises, terms, conditions or obligations other than those contained herein.
IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first
set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
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EXHIBIT “A”
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Status
All performance of any labor or services required to be performed by Independent Contractor
shall be performed in accordance with the standards set forth in ORS 670.600 (2005), and as
follows:
A person is customarily engaged in an independently established business if any three of the
following six requirements are met:
1. The person maintains a business location:
a. That is separate from the business or work location of the person for whom the
services are provided; or,
b. That is in a portion of the person’s residence and that portion is used primarily
for the business.
2. The person bears the risk of loss related to the business or the provision of services as
shown by factors such as:
a. The person enters into fixed-price contracts;
b. The person is required to correct defective work;
c. The person warrants the services provided; or,
d. The person negotiates indemnification agreements or purchases liability
insurance, performance bonds or errors and omissions insurance.
4. The person provides contracted services for two or more different persons within a 12-
month period, or the person routinely engages in business advertising, solicitation or
other marketing efforts reasonably calculated to obtain new contracts to provide similar
services.
5. The person makes a significant investment in the business, through means such as:
a. Purchasing tools or equipment necessary to provide the services;
b. Paying for the premises or facilities where the services are provided; or
c. Paying for licenses, certificates or specialized training required to provide the
services.
6. The person has the authority to hire other persons to provide or to assist in providing
the services and has the authority to fire those persons.
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EXHIBIT “B”
City of Springfield
Public Contracts
Conformance with Oregon Public Contractors Laws
Pursuant to Oregon law, every public contract shall contain the following conditions:
1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279B.220(1)
2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279B.220(2).
3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279B.220(3).
4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4).
5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle,
compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279B.230.
7) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279A.055, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or
b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020.
An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.235(1)-(2).
8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3).
9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. Employer shall
give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on
the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the
employees may be required to work. ORS 279B.235(5).
If this agreement is for a public improvement, the contract shall contain the following conditions:
10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279C.505(1)(a).
11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279C.505(1)(b).
12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279C.505(1)(c).
13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(1)(d).
14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2).
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15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or
subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or
officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may
be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to
become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make
payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of
payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due
plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a good
faith dispute as defined in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a person
furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the
Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515.
16) The payment of a claim does not relieve the contactor or the contractor’s surety from obligation with respect to any unpaid claims.
ORS 279C.515(4).
17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279C.100, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or,
b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and,
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1).
An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.520(2).
18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279C.520(3).
19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. An employer
shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of
work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week
that the employees may be required to work. ORS 279C.520(5)
20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have
enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural
resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions
at the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under ORS
279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the
successful bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the
ordinances, rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the
condition to the contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard
to the condition encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS 279C.525.
21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279C.530.
22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal
prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the
specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1).
If this agreement is for demolition, the contract shall also contain the following conditions:
23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.510(1)
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CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Contract #827
Dated: October 2, 2012
Parties: The City of Springfield (“CITY”)
A Municipal Corporation of the State of Oregon
and
Ingram Library Services Inc. (“Independent Contractor”)
Additional Independent Contractor Information:
A. Type of Entity: Sole Proprietorship Partners Limited Liability Company Corporation
B. Address: One Ingram Blvd. MS 623 LaVergne, TN 37086
C. Telephone: 615.213.5000
D. Fax No: 615.213.6004
E. SSN or Fed. I.D. No: 62-1746696
F. Professional License(s) No:
G. Oregon Agency Issuing License:
H. Foreign Contractor Yes No
(Foreign means not domiciled in or registered to do business in Oregon) See Exhibit B(11).
CITY Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Payment by CITY. CITY shall pay invoices on net 30 days terms. Invoices to be sent after
the books or media have been shipped to City of Springfield Public Library, 225 5th Street,
Springfield, OR 97477.
2. Intergovernmental Cooperative Purchasing. The Seller agrees to extend identical prices
and services under the same terms and conditions to all public agencies. Quantities stated
in this bid reflect the City of Springfield usage only. A public agency wishing to purchase
items will execute its own contract with the awarded bidder for its requirements.
3. Services to be Performed by Independent Contractor. Contractor will provide books,
reference materials, CDs, DVDs and services as described Attachment 1 – “Independent
Contractor” RFP #702 response dated March 29, 2012 attached hereto and incorporated by
this reference.
ATTACHMENT 2
AIS 10.1.12
4. Solicitation Process. This contract was awarded pursuant to the City’s RFP #702 Library
Materials Vendor Services.
5. Term. This Agreement is effective as of the date first set forth above and shall continue
until June 30, 2015 unless earlier terminated in accordance with the provisions of this
Agreement or by mutual consent of the parties. The Agreement may be amended annually,
to extend the term stated herein, for not more than two (2) successive one-year periods,
upon mutual agreement of the parties. In negotiating any extension CITY shall consider the
requirements or SMC Section 2.708(3) and each extension shall not be effective until
reviewed and approved by the Springfield Common Council.
6. Independent Contractor Status. By its execution of this Agreement, Independent
Contractor certifies its status as an “Independent Contractor” as that term is used under the
laws of the State of Oregon, and that all performance of any labor or services required to be
performed by Independent Contractor under the terms of this Agreement shall be performed
in accordance with the standards set forth in ORS 670.600, and as more specifically set
forth on Exhibit “A” attached hereto and incorporated herein by this reference.
7. Conformance with Oregon Public Contracts Law (ORS Chapter 279). Independent
Contractor shall comply with all applicable provisions of Oregon law for public contracts,
including, but not limited to ORS 279B.220, ORS 279B.225, ORS 279B.230, and ORS
279B.235, and as more fully set forth on Exhibits “A” and “B” attached hereto and
incorporated herein by this reference.
8. Work Performed. The work to be performed by Independent Contractor includes services
generally performed by Independent Contractor in his/her/its usual line of business.
9. Tax duties and Liabilities. Independent Contractor shall be responsible for all federal,
state and local taxes, if any, applicable to any payments received pursuant to this
Agreement, including but not limited to income tax, payroll tax, social security and self-
employment tax. CITY shall not withhold, pay, or in any other manner be responsible for
payment of any taxes on behalf of Independent Contractor.
10. Reimbursement Of Expenses. Independent Contractor shall not be entitled to
reimbursement by CITY for any expenses incurred by Independent Contractor unless
otherwise agreed in writing.
11. Materials and Supplies. Independent Contractor shall supply all materials and supplies
needed to perform the services required unless otherwise agreed in writing.
12. No Authority To Bind CITY. Independent Contractor shall have no authority to enter into
contracts on behalf of CITY, its’ officers, agents and employees. This Agreement shall not
create a partnership or joint venture of any sort between the parties.
13. Federal Employment Status. In the event payment made pursuant to this Agreement is to
be charged against federal funds, Independent Contractor hereby certifies that it is not
currently employed by the Federal Government and the amount charged does not exceed
Independent Contractor’s normal charge for the type of services provided
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14. Indemnification and Hold Harmless. The Independent Contractor shall assume all
responsibilities for the work, and bear all losses and damages directly or indirectly resulting
to the Independent Contractor, the City, or to others on account of the character or
performance of the work, unforeseen difficulties, accidents, or any other cause whatsoever.
The Independent Contractor shall assume defense of, indemnify and save harmless the
City, its officials, agents, and employees from all claims, liability, loss, damage and injury of
every kind, nature and description, directly or indirectly resulting from activities in the
performance of the Contract, the ownership, maintenance or use of motor vehicles in
connection therewith, or the acts, omissions, operations, or conduct of the Independent
Contractor or any Subcontractor under the Contract or any way arising out of the Contract,
irrespective of whether any act, omission or conduct of the City connected with the Contract
is a condition or contributory cause of the claim, liability loss, damage or injury and
irrespective or whether act, omission, or conduct of the Independent Contractor or
Subcontractor is merely a condition rather than a cause of a claim, liability, loss damage or
injury. The Independent Contractor shall not be liable for nor be required to defend or
indemnify, the City relative to claims for damage or damages resulting solely from acts or
omissions of the City, its officials, agents or employees. The absence of or inadequacy of
the liability insurance required in section 15 below shall not negate Independent Contractor’s
obligations in this paragraph.
15. Insurance.
15.1. General Insurance. The Independent Contractor shall maintain in force for the
duration of this agreement a Commercial General Liability insurance policy written on
an occurrence basis with limits not less than $2,000,000 per occurrence and
$3,000,000 in the aggregate for bodily injury or property damage. The policy will
contain a “per project” aggregate endorsement. Automobile Liability (owned, non-
owned and hired) insurance with limits not less than $1,000,000 per occurrence shall
be maintained. The City, its employees, officials and agents will be named as an
Additional Insured where operations are being conducted related to this contract, on
the General Liability policy as respects to work or services performed under this
agreement to the extent that the death or bodily injury to persons or damage to
property arises out of the fault of the Independent Contractor or the fault of the
Independent Contractor’s agents, representatives or subcontractors. This insurance
will be primary over any insurance the City may carry on its own.
15.2. Professional Liability. Independent Contractor shall maintain in force during the
duration of this Agreement (and, if it is a claims made policy, for a year following
completion of the project) a professional liability policy, approved by the City’s Risk
Manager as to terms, conditions and limits.
15.3. Workers’ Compensation. Independent Contractor shall provide and maintain workers’
compensation coverage for its employees, officers, agents, or partners, as required by
applicable workers’ compensation laws. If Independent Contractor is exempt from
coverage, a written statement signed by Contractor so stating the reason for the
exemption shall be provided to the City.
15.4. Evidence of Insurance Coverage. Evidence of the required insurance coverages
issued by an insurance company satisfactory to the City shall be provided to the City by
way of a City approved certificate of insurance before any work or services commence.
15.5. Notice of Cancellation or Material Change in Coverage. The certificate of
insurance shall contain a requirement that the Insurance company notify the City 30
days prior to any cancellation or material change in coverage. If the approved
insurance company will not provide this 30 day notice, the Contractor shall
provide written notice to the City contract manager within 2 days after the
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Contractor becomes aware that their coverage has been canceled or has been
materially changed. The Contractor shall either fax 541-726-3782 said notice or email
it directly to Bob Duey (rduey@springfield-or.gov), Finance Director at the City.
Regardless of what circumstances caused Contractors insurance coverage to cease
or be modified, it is the contractor’s responsibility to notify the City. Failure to
maintain proper insurance or provide notice of cancellation or modification shall be
grounds for immediate termination of this contract.________(Contractor initials)
15.6. Equipment and Material. The Independent Contractor shall be responsible for any
loss, damage, or destruction of its own property, equipment, and materials used in
conjunction with the work.
15.7.
Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this agreement, in
whole or in part, without the prior written approval of CITY. No such written approval
shall relieve Independent Contractor of any obligations of this Agreement, and any
transferee or subcontractor shall be considered the agent of Independent Contractor.
Independent Contractor shall remain liable as between the original parties to this
Agreement as if no such assignment had occurred.
15.8 Exception or Waivers. Any exception or waiver of these requirements shall be subject
to review and approval from the City’s Risk Manager.
16. Termination. The performance of work under this Agreement may be terminated by CITY,
in whole or in part, whenever for any reason CITY shall determine that such termination is in
the best interest of CITY. Any such termination shall be effected by delivery to the
Independent Contractor of a Notice of Termination specifying the extent to which
performance of the work under the Agreement is terminated and the date on which such
termination is effective.
17. Rights In Data. All original written material, including programs, card decks, tapes, listings,
and other documentation originated and prepared for CITY pursuant to this Agreement, shall
become exclusively the property of CITY. The ideas, concepts, know-how, or techniques
developed during the course of this Agreement by Independent Contractor personnel can by
used by either party in any way it may deem appropriate. Material already in Independent
Contractor’s possession, independently developed by Independent Contractor outside the
scope of this Agreement, or rightfully obtained by Independent Contractor from third parties,
shall belong to Independent Contractor. This agreement shall not preclude Independent
Contractor from developing materials which are competitive, irrespective of their similarity to
materials which might be delivered to CITY pursuant to this Agreement. Independent
Contractor shall not, however, use any written materials developed under this Agreement in
developing materials for others, except as provided in this section.
18. Confidentiality. During the course of performance hereunder, Independent Contractor or
its agent, employees, or contractors, may receive confidential information. Independent
Contractor agrees to use its best efforts to maintain the confidentiality of such information
and to inform each agent and employee performing services of the confidentiality obligation
that pertains to such information.
19. Assignment/Subcontract. Independent Contractor shall not assign, sell, transfer,
subcontract or sublet rights, or delegate responsibilities under this agreement, in whole or in
part, without the prior written approval of CITY. No such written approval shall relieve
Independent Contractor of any obligations of this Agreement, and any transferee or
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subcontractor shall be considered the agent of Independent Contractor. Independent
Contractor shall remain liable as between the original parties to this Agreement as if no such
assignment had occurred.
20. Successors In Interest. The provisions of this Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective successors and
assigns.
21. Compliance With All Government Regulations. Independent Contractor shall comply
with all Federal, State and local laws, codes, regulations and ordinances applicable to the
work performed under this Agreement. Failure to comply with such requirements shall
constitute a breach of contract and shall be grounds for termination of this Agreement.
Damages or costs resulting from noncompliance shall be the sole responsibility of
Independent Contractor.
22. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of CITY to enforce
any provision of this Agreement, Independent Contractor shall pay such additional sums as
the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial
and on any appeal.
23. Force Majeure. Neither party to this Agreement shall be held responsible for delay or
default caused by fire, riot, acts of God and/or war which is beyond that party’s reasonable
control. CITY may terminate this Agreement upon written notice after determining such
delay or default will unreasonably prevent successful performance of the Agreement.
24. Assistance Regarding Patent And Copyright Infringement. In the event of any claim or
suit against CITY on account of any alleged patent or copyright infringement arising out of
the performance of this Agreement or out of the use of any material furnished or work or
services performed hereunder, Independent Contractor shall defend CITY against any such
suit or claim and hold CITY harmless from any and all expenses, court costs, and attorney’s
fees in connection with such claim or suit.
25. Severability. If any provision of this Agreement is declared by a court to be illegal or in
conflict with any law, the validity of the remaining terms and provisions shall not be affected
and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular provision held to be invalid.
26. Access To Records. CITY and its duly authorized representatives shall have access to
books, documents, papers and records of Independent Contractor which are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
27. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a
waiver or relinquishment by CITY of the right to such performance in the future nor of the
right to enforce any other provision of this Agreement.
28. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever, without prior written approval of
CITY. No modification of this Agreement shall bind either party unless reduced to writing
and subscribed by both parties, or ordered by a Court.
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29. Nondiscrimination. Independent Contractor shall comply with all applicable requirements
of Federal and State civil rights and rehabilitation statutes, rules and regulations.
30. Dual Payment. Independent Contractor shall not be compensated for work performed
under this contract from any CITY agency other than the agency which is a party to this
contract.
31. Remedies. This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon, and any litigation arising out of this Agreement shall be
conducted in the courts of the State of Oregon, County of Lane.
32. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire
Agreement and supersedes all prior and contemporaneous oral or written communications
between the parties, their agents and representatives. There are no representations,
promises, terms, conditions or obligations other than those contained herein.
IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first
set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
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AIS 10.1.12
EXHIBIT “A”
CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Status
All performance of any labor or services required to be performed by Independent Contractor
shall be performed in accordance with the standards set forth in ORS 670.600 (2005), and as
follows:
A person is customarily engaged in an independently established business if any three of the
following six requirements are met:
1. The person maintains a business location:
a. That is separate from the business or work location of the person for whom the
services are provided; or,
b. That is in a portion of the person’s residence and that portion is used primarily
for the business.
2. The person bears the risk of loss related to the business or the provision of services as
shown by factors such as:
a. The person enters into fixed-price contracts;
b. The person is required to correct defective work;
c. The person warrants the services provided; or,
d. The person negotiates indemnification agreements or purchases liability
insurance, performance bonds or errors and omissions insurance.
4. The person provides contracted services for two or more different persons within a 12-
month period, or the person routinely engages in business advertising, solicitation or
other marketing efforts reasonably calculated to obtain new contracts to provide similar
services.
5. The person makes a significant investment in the business, through means such as:
a. Purchasing tools or equipment necessary to provide the services;
b. Paying for the premises or facilities where the services are provided; or
c. Paying for licenses, certificates or specialized training required to provide the
services.
6. The person has the authority to hire other persons to provide or to assist in providing
the services and has the authority to fire those persons.
ATTACHMENT 2
AIS 10.1.12
EXHIBIT “B”
City of Springfield
Public Contracts
Conformance with Oregon Public Contractors Laws
Pursuant to Oregon law, every public contract shall contain the following conditions:
1) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279B.220(1)
2) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279B.220(2).
3) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279B.220(3).
4) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279B.220(4).
5) If the agreement is for lawn and landscape maintenance, it shall contain a condition requiring the contractor to salvage, recycle,
compost or mulch yard waste material at an approved site, if feasible and cost-effective. ORS 279B.225.
6) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279B.230.
7) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279A.055, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or
b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020.
An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.235(1)-(2).
8) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279B.235(3).
9) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. Employer shall
give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on
the contract, or by posting a notice in a location frequented by employees, of the number hours per day and days per week that the
employees may be required to work. ORS 279B.235(5).
If this agreement is for a public improvement, the contract shall contain the following conditions:
10) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided
for in the contract. ORS 279C.505(1)(a).
11) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of
the contract. ORS 279C.505(1)(b).
12) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation
or subdivision thereof, on account of any labor or material furnished. ORS 279C.505(1)(c).
13) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167. ORS 279C.505(1)(d).
14) The contractor shall demonstrate that an employee drug testing program is in place. ORS 279C.505(2).
ATTACHMENT 2
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15) If the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the contractor or
subcontractor by any person in connection with the public improvement contract as the claim becomes due, the proper officer or
officers representing the state or a county, school district, municipality, municipal corporation or subdivision thereof, as the case may
be, may pay such claim to the person furnishing labor or services and charge the amount of the payment against the funds due or to
become due the contract by reason of the contract. If the contractor or first-tier subcontractor fails, neglects or refuses to make
payment to a person furnishing labor or materials in connection with the public improvement contract within 30 days after receipt of
payment from the contracting agency or a contractor, the contractor or first-tier subcontractor shall owe the person the amount due
plus interest charges commencing at the end of the 10-day period that payment is due under ORS 279C.580(4) and is subject to a good
faith dispute as defined in ORS 279C.580. If the contractor or a subcontractor fails, neglects or refuses to make payment to a person
furnishing labor or materials in connection with the public improvement contract, the person may file a complaint with the
Construction Contractors Board, unless payment is subject to a good faith dispute as defined in ORS 279C.580. ORS 279C.515.
16) The payment of a claim does not relieve the contactor or the contractor’s surety from obligation with respect to any unpaid claims.
ORS 279C.515(4).
17) A person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,
emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services
designated under ORS 279C.100, the employee shall be paid at least time and a half pay:
a) For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive
days; or,
b) For all overtime in excess of 10 hours in anyone day or 40 hours in any one week when the work week is four
consecutive days, Monday through Friday; and,
c) For all work performed on Saturday and on any legal holiday specified in ORS 279B.020. ORS 279C.520(1).
An employer shall give notice in writing to employees who work on a public contract either at the time of hire or before
commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day
and days per week that the employees may be required to work. ORS 279B.520(2).
18) If the agreement is for personal services, the contract shall contain a provision that the employee shall be paid at least time and a half
for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are
excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201-209 from receiving overtime. ORS 279C.520(3).
19) Contracts for services must contain a provision that requires that persons employed under contracts shall receive at least time and half
pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 279C.540(1)(b)(B)-(G) and for
all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. An employer
shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of
work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week
that the employees may be required to work. ORS 279C.520(5)
20) Solicitation documents for a public improvement contract shall make specific reference to federal, state and local agencies that have
enacted ordinances, rules or regulations dealing with the prevention of environmental pollution and the preservation of natural
resources that affect the performance of the contract. A solicitation document must also make special reference to known conditions
at the construction site that may require the successful bidder to comply with the ordinances, rules or regulations identified under ORS
279C.525(1). If the successful bidder encounters a condition not referred to in the solicitation documents, not caused by the
successful bidder and not discoverable by a reasonable prebid visual site inspection, and the condition requires compliance with the
ordinances, rules or regulations referred to under ORS 279C.525(1), the successful bidder shall immediately give notice of the
condition to the contracting agency. The successful bidder may not commence work nor incur any additional job site costs in regard
to the condition encountered and described in ORS 279.525(3) without written direction from the contracting agency. ORS 279C.525.
21) Promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital
care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the
contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of
employees under any law, contract or agreement for the purpose of providing or paying for the services. All employers shall comply
with ORS 656.017. ORS 279C.530.
22) A contract for public works shall contain a provision stating the existing state prevailing rate and wage and, if applicable, the federal
prevailing rate of wage required. Every contract and subcontract shall contain a provision that workers shall be paid not less than the
specified minimum hourly rate of wage in accordance with ORS 279C.838. ORS 279C.830(1).
If this agreement is for demolition, the contract shall also contain the following conditions:
23) Contractor must salvage or recycle construction and demolition debris, if feasible and cost-effective. ORS 279C.510(1)
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