Loading...
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. C828 Baker & Taylor Page 1 of 9 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. ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 2 of 9 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 ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 3 of 9 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 ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 4 of 9 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 ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 5 of 9 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. ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 6 of 9 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: ATTACHMENT 1 AIS 10.1.12 C828 Baker & Taylor Page 7 of 9 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 1 AIS 10.1.12 C828 Baker & Taylor Page 8 of 9 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 1 AIS 10.1.12 C828 Baker & Taylor Page 9 of 9 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) ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 1 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 2 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 3 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 4 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 5 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 6 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 7 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 8 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 9 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 10 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 11 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 12 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 13 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 14 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 15 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 16 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 17 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 18 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 19 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 20 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 21 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 22 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 23 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 24 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 25 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 26 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 27 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 28 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 29 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 30 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 31 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 32 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 33 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 34 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 35 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 36 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 37 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 38 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 39 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 40 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 41 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 42 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 43 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 44 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 45 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 46 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 47 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 48 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 49 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 50 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 51 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 52 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 53 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 54 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 55 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 56 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 57 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 58 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 59 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 60 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 61 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 62 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 63 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 64 of 65 ATTACHMENT 1 AIS 10.1.12 Attachment 1 C828 Baker & TaylorPage 65 of 65 ATTACHMENT 1 AIS 10.1.12 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 ATTACHMENT 2 AIS 10.1.12 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 ATTACHMENT 2 AIS 10.1.12 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 ATTACHMENT 2 AIS 10.1.12 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. ATTACHMENT 2 AIS 10.1.12 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: ATTACHMENT 2 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 AIS 10.1.12 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) ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 1 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 2 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 3 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 4 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 5 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 6 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 7 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 8 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 9 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 10 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 11 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 12 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 13 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 14 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 15 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 16 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 17 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 18 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 19 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 20 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 21 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 22 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 23 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 24 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 25 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 26 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 27 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 28 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 29 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 30 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 31 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 32 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 33 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 34 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 35 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 36 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 37 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 38 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 39 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 40 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 41 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 42 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 43 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 44 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 45 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 46 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 47 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 48 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 49 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 50 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 51 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 52 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 53 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 54 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 55 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 56 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 57 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 58 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 59 of 60 ATTACHMENT 2 AIS 10.1.12 Attachment 1 C827 Ingram Library Services Inc.Page 60 of 60 ATTACHMENT 2 AIS 10.1.12