ࡱ>  "bjbjbb Bz__Q~ *****>>>8v:>e("   )e+e+e+e+e+e+e$Tg j^Oe*Oe**  de###d* * )e#)e##Zm_ +N_*\8eze0e]Thjhjpm_hj*m_#OeOe_ehj X :  MASTER CONTRACT AGREEMENT This agreement made this ____________day of _______________, 20___ By and between ʮ², 900 State Street, Salem, OR 97301, hereinafter known as Owner, and _____________________________________________ located at ____________________________________________________________ ___ ________________________________________________________________________ hereinafter known as Contractor, whose Oregon State Contractors License number is # __________. ARTICLE 1 THE CONTRACT DOCUMENTS Definitions. "Owner" means "ʮ²." "Contractor" means the person or entity supplying the goods or services under the contract ("Contract"), and includes all Contractors sales or other agents, subcontractors, employees and distributors thereof. Specific federal government clauses referenced below concerning the U.S. Government's right to patents or to audit or inspect records mean both the U.S. Government and ʮ². Purpose of Agreement. This Agreement shall serve as the Master Terms and Conditions Contract Agreement between Contractor and Owner. This Agreement shall supersede any prior correspondence or other communications, quotations, proposal or bids, terms and conditions, and other such documents unless such portions are incorporated by reference and mutually agreed to in writing by Contractor and Owner. Signing of this Master Contract Agreement by both Contractor and Owner shall create the primary Terms and Conditions agreement for all current and future contracted services provided by Contractor to Owner. Contract Documents. The Contract Documents shall consist of those documents issued by Owner to Contractor authorizing Contractor to proceed with the scope of work specified in a formal proposal from Contractor to Owner; all documents, plans, and other scope of work/cost related agreements subsequently issued by Owner and/or Contractor under the specified contract authorization, which are incorporated herein by reference; and, the following documents, which are listed below and incorporated herein. Owner shall issue a WU Contract number to Contractor for each approved proposal under this Master Contract Agreement. If anything in Contractors proposals to Owner is inconsistent with these Terms and Conditions, these Terms and Conditions shall govern. Contract Documents shall consist of, but are not limited to, the following: The Master Contract Agreement between Owner and Contractor referenced herein; Contractors proposal, bid, quotation, schedule for performance and/or other documents that are the basis for Owner issuing a WU Contract Number to Contractor; Project-specific Drawings, Specifications, Addenda and/or Amendments incorporated by reference; General Conditions and Safety Plan narratives for Construction Projects; WU Environmental Health and Safety Notification, incorporated herein; WU Facilities Design Guidelines; WU Parking and Security Guidelines; Fully executed WU Contractor On Site Work Agreement; Fully completed 1099 Tax Form; Fully completed W-9 Form, as required; Current certificates of insurance with required coverages, as listed herein; Proof of current Workmans Compensation Insurance coverage, as listed herein; ACH Vendor Payment Authorization Agreement WU policies, including, but not limited to, Smoking Ban on Campus, Sexual Harassment, Conduct Code, Key Issuance, Parking, Security, Alcohol and Drug Abuse, Affirmative Action Special Conditions. WU Issued Contract Numbers under this Agreement Each WU contract authorization to proceed shall be identified by a unique WU Contract Number, and shall include the following, at a minimum: Date of issuance; WU Contract Number; The scope of work to be provided by Contractor; The location where the Work is to be done and/or deliveries made; Specify any special compensation and/or terms & conditions not in compliance with the Master Contract Agreement; Specify time limits in which the Work is to start, be completed and receive Final Acceptance. Identify such additional terms which Owner and Contractor may mutually have agreed upon under the specific Contract Number. Each WU Issued Contract shall be deemed incorporated into and be made a part of this Master Agreement as of the date and time it is executed by Owner and Faxed, sent via US Mail, or electronically transmitted to Contractor. Any work guidelines, provisions, or requirements added by WU or contained in a WU Contract Number shall be made part of and deemed included in the WU Contract Number. The terms and conditions contained in this Master Contract Agreement shall govern, control and supersede all terms and conditions set forth in an individual WU Project Contract Number and any other document relevant thereto. ARTICLE 2 RESPONSIBILITIES OF CONTRACTOR 2.1 Assurance. The Contractor desires to perform the Services, and represents to Owner that it has the economic viability, staffing capacity and requisite skills to fully and completely perform the Services, that it will adhere to project practices at Willamette, that it will visit and carefully inspect the sites and premises of the project, and it will fully satisfy itself concerning any and all existing conditions prior to submitting a bid or estimate for the project. Contractor further agrees to use its best efforts at all times to furnish sufficient labor and materials, and to perform the project in the best, most expeditious and most economical manner consistent with the Owners interests. If at any time Owner, in good faith, questions Contractor's ability or intent to perform, then Contractor agrees to provide Owner with written assurance fully satisfactory to Owner, in Owner's sole discretion, of Contractor's ability and intent to fully perform. Such assurance shall be provided within the time and in the manner specified by Owner. Contractor shall immediately notify Owner of any circumstance which may cause Contractor to fail to fully perform. Upon Owner's good faith determination that Contractor cannot or will not perform, then Owner may deem this Contract to be breached by Contractor and may re-procure goods or services from other sources. Independent Contractor. Contractor is an independent contractor and not an employee or agent of the University. Deviations. Contractor shall not deviate from the requirements of the Contract Documents (as identified in 1.3) without prior written approval of Owner. Materials shall not be substituted for those specified. Or equal items are NOT to be furnished without Owners prior written approval. Approved deviations shall be signed by both Contractor and Owner and incorporated into the Contract scope of work. Contractor shall be fully responsible for removal/replacement of work installed that deviates from the contract documents, or what was approved by Owner in writing. Competitive Bids. In all cases, including where subcontractors, material suppliers or laborers are employed, Contractor shall use all due diligence effort to secure competitive bids and shall award such bids upon Owners acceptance of the Bid Proposal (when applicable). Where applicable, Contractor shall provide Owner with unit prices on an Attachment Bid sheet, and shall guarantee the Unit Prices through completion of the Work called for in the scope of work documents and change orders. Bids may be required to be broken down as to labor, materials, overhead and profit for University acceptance. This may be required on special projects and change orders, as well as capital projects. Acts of other Personnel. Contractor shall be solely responsible for overseeing and directing the performance of the Work and activities of its subcontractors, vendors and suppliers. Contractor shall be fully responsible and solely liable to Owner for the acts and omissions of Contractors Personnel and all persons directly or indirectly employed by them. Upon execution of this Agreement, Contractor certifies to Owner that all employees of Contractor or Contractors subcontractors that work on the site have had a criminal records check and do not pose a threat to the safety or well-being of Owners employees, students or the public. No individual found to have been convicted of any crime listed in ORS 342.143 or of an attempt to commit one of the listed crimes shall be allowed to Work on any ʮ² site. Crimes listed in ORS 342.143, which automatically bar an individual from contracting with the Owner, are primarily crimes of violence, crimes against children, and sex related crimes. However, falsely swearing that an individual has not been convicted of a crime obligates the Owner to terminate contract status even if the crime is not listed in ORS 342.143. Owner retains the right to request proof of compliance with Contractors background checks at any time. Job Site Supervision. Contractor shall provide an adequate number of qualified and competent personnel to perform the Work and secure delivery of materials in a timely fashion. Contractor shall provide at each job site a qualified, competent and responsible Supervisor. The Supervisor shall have authority to represent Contractor and directions given to Contractors Supervisor shall be binding on the Contractor. Contractors Supervisor shall be identified to the Owner prior to start of Work, and Owner shall identify University representative, hereinafter referred to as the Universitys Owners Representative. General Contractors are responsible for insuring their subcontractors are properly licensed in accordance with State of Oregon licensing requirements. Current licensing information for the General Contractor, Subcontractor and those working on the project shall be on file with the General Contractor, on site or in Contractors main office, and available for review by the authority having jurisdiction. Contractor shall hold Owner harmless for work performed by individuals or subcontractors not properly licensed. 2.7 Damages. Contractor agrees that any damages arising out of the Work, to existing buildings, landscaping, and/or other building systems, shall at Owners option, be repaired by either Owner, or by Contractor. In either event, the cost of all such repairs shall be borne by Contractor. In the event Owners personnel or subcontractor, made such repairs, Owner may deduct the cost of repairs from payments due Contractor under any fully executed WU Contract. 2.8 Clean-up and Storage. Contractor shall remove all rubbish, debris and unnecessary materials, tools and equipment to Owners satisfaction. Contractor shall maintain work site in a clean condition daily. If any such rubbish, debris, tools, equipment or other materials contain hazardous materials or substances, Contractor shall promptly notify Owner. Upon obtaining Owners written consent, Contractor shall clean-up, handle or dispose of such materials in accordance with Federal, State and Local requirements. Contractor is solely responsible for securing all materials, tools and equipment while located on the job site and shall remain wholly responsible for any theft or vandalism of Contractor supplied materials, supplies or equipment. Safety. Prior to start of work on site, the Contractor shall deliver to the Owner a written safety plan and site layout of all safety protection measures to be utilized to ensure the safety of Owners employees, students, visitors, guests, the general public, and protect Owners property from Contractors operations while performing work under this Contract. Contractor shall immediately notify Owner of any changes to the safety plan. Owner must be in receipt of Contractors written safety plan prior to Contractors start of any work on the site. Owners receipt of Contractors safety plan does not imply approval of such, nor transfer to Owner any responsibility / liability for Contractors implementation of the safety plan. Contractor and/or Contractors subcontractors shall perform all work on Campus property in a safe manner with highest regard to safety precautions on the job site to keep Owners employees, students and the public safe at all times. The safety plan shall include such safety measures to be taken to contain dust, chemical overspray, noxious fumes, toxic materials, combustible materials, and all such potentially harmful or unsafe conditions. Contractor and/or his subcontractors shall comply with the safety provisions of the Labor Code, OSHA, Oregon OSHA, and any other governing agency having jurisdiction over the Work. Contractor agrees, at a minimum, to provide flashing traffic barriers at bins, trucks, vehicles and other temporary obstructions where street and/or parking lot lighting is insufficient and where pedestrian traffic is involved; trenching plates or appropriate covering over open trenches where Owner or the public must travel; protective barriers to keep the site secure from all outside intrusion; and, conspicuously post appropriate warning signs around the perimeter of Contractors work areas. Hazardous Materials/Substances. All Contractors, consultants and vendors must inform the Universitys Project Manager of any hazardous materials or substances to be used in a work area while on University property prior to start of such work. This information must include the chemical identity, physical properties, toxicity, and hazard potential of all hazardous substances as well as a description of the necessary precautions and safe work practices associated with these substances. If there are to be any hazardous materials or substances left on the premises after completion of work by Contractor, consultant, or vendor, such materials must be properly labeled and accompanied by applicable Material Safety Data Sheets. Contractor shall be responsible for proper packaging, labeling and removal of all hazardous waste generated by Contractors work. Likewise, the University will inform Contractor if their personnel are likely to encounter hazardous materials/substances, and provide the same information as noted above. If hazardous waste is spilled on University property by Contractor, then Contractor shall be responsible for all cost in cleanup. Cleanup procedures shall follow proper EPA, Oregon OSHA and DOT regulations for handling, cleanup, labeling, transporting and disposal of that hazardous waste. This section applies to all Contractors who supply ʮ² with services that are related to facilities or grounds maintenance, construction, demolition, installation of equipment (including furnishings) or products that contain regulated hazardous materials (including consumer products). 2.11 Asbestos: Contractor is hereby notified that in University facilities there are construction materials that are known to contain asbestos. In some areas, asbestos has been identified in one or more of the following construction products: spray-applied fireproofing; pipe, boiler, tank and air duct insulation; air duct seam tape; gaskets; roofing tar, felt and mastic; asbestos-cement pipe, wallboard, and shingles; plaster and acoustical treatments; gypsum board taping compound; vinyl and asphalt floor tile; vinyl sheet flooring; vinyl flooring, base cove, and ceiling tile adhesive; caulking and glazing compound; acoustic ceiling and wall tile; lab fume hood liners, exhaust ducts and counter tops; and fire-rated door core insulation. Contractor shall not disturb building materials and shall stop work and report any inadvertent disturbance of such materials immediately to the Owners Representative. Unless specifically qualified to do so, Contractor shall not enter an area that is posted with warning signs or labels indicating the presence or chemical, bio-hazardous or radioactive materials or equipment or areas that may have residual contamination from such materials. It is contractors duty to comply with OAR 340.248 and ORS Ch. 453. Conduct. Contractor shall enforce strict discipline and good order among Contractors employees and other persons carrying out the Contract. Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Any Contractor, consultant or vendor procured by Contractor, who harms, intimidates, coerces, threatens, or makes unsolicited or unwelcome sexual overtures by physical or verbal means; or uses hostile or abusive language while performing services under this contract, will be immediately discharged from the Campus. Contractors Agreement with Owner may be terminated at Owners discretion for Contractors violation of the above. Contractors must agree to adhere to ʮ² policies pertaining to no-smoking, parking, security, sexual harassment, and all other Institution-Wide Polices, which can be found at:  HYPERLINK "http://willamette.edu/offices/hr/policies/" http://willamette.edu/offices/hr/policies/. Dress Code. Shirts and shoes are required to be worn at all times by workers. Keys. Necessary keys will be issued and returned on a daily basis to the Facilities Management Office, unless other provisions have been made. Under NO circumstances shall any key issued by ʮ² to Contractor be removed from the Campus, reproduced or duplicated without the expressed written consent of Owner. Loss of Owner issued keys will result in a minimum $75.00 fine per key, as well as reimbursement to Owner for all expenses incurred to re-pin all locks keyed to the lost key(s) and reissuance of new keys to all authorized key holders in our facilities, as required. Contractor will be held responsible for returning checked out keys to the Facilities Management Office, 750 Ferry St. SE Salem, OR 97301, at the end of each day, unless other arrangements have been made and approved by the Owners Representative. Alcohol/Substance Use/Abuse. Any employee of Contractor or a person working for a subcontractor to Contractor who reports to work under the influence of alcohol or other substance, which may have debilitating effects (such as marijuana, amphetamines, barbiturates, cocaine, and similar drugs), will be immediately discharged from the Campus. At Owners discretion, Contractor may be terminated from job for violation of the above. NOTE: Marijuana is not permitted on ʮ² property as it is a federally listed illegal drug. Tobacco Use. ʮ² prohibits smoking at all University controlled properties and in university vehicles. Smoking of any substance, including via any electronic smoking devices, (e.g., e-cigarettes) is strictly prohibited in all indoor and outdoor spaces, including parking lots or areas owned, regulated, or controlled by the university. Parking. Temporary Contractor WU on-site parking permits are issued from the Service Center at 750 Ferry St. SE Salem, OR 97301 as available, for designated Campus Contractor Parking Areas. Prior arrangements for special contractor needs will be reviewed and approved or denied at the sole discretion of ʮ². Contractor and their sub-contractors, vendors, and other associated vehicles, must comply with all WU parking regulations. Failure to do so will result in citations being issued and possible exclusion from parking on Campus. Contractors are to co-ordinate with the Owners Representative and Campus Safety PRIOR to potentially blocking Fire Lanes, Emergency Egress, or parking in spaces not assigned to Contractor. ʮ² Sexual Harassment Policy for Contractors. Persons who work on ʮ² projects under contract must comply with the provisions of the Universitys Prohibition of Harassment Including Sexual Harassment, which are found at  HYPERLINK "/offices/policies/selected/all_campus/prohib_harass.html" /offices/policies/selected/all_campus/prohib_harass.html. If Willamette determines that any Willamette employee, student, agent, representative or associate is being sexually harassed by a Contractor, employee or subcontractor, the Contractor will immediately remove the employee or subcontractor from any and all ʮ² projects under contract. Contractors must operate in accordance with all federal, state and local laws and regulations, as well as with Willamettes policies, including but not limited to its alcohol and drug, firearms/weapons, smoking, discrimination and harassment policies. For information, consultation, advice or to lodge a complaint, contact the Associate Vice President for Human Resources, ʮ², 900 State Street, Salem, OR 97301 (503) 370-6210 or the University Title IX Coordinator; 503-370-6453. Other. Any employee working for Contractor, or his subcontractors or vendors, found stealing money or property, supplies and/or equipment from the University, student, or another employee will lose the privilege of working at the University for the remainder of the project, as well as any future projects. Some facilities are alarmed. Entrance to an alarmed facility can be accomplished by contacting the Campus Safety at 503.370.6911, who will coordinate access for contractors that have authorization to enter. ARTICLE 3 INSURANCE Insurance. Workers Compensation: Contractor agrees that if they employ workers as defined in ORS 656.027, they shall comply with ORS 656.017 and shall provide workers compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). If Contractor leases one or more employees through the use of a payroll, employee management, or other similar company, then Contractor must procure workers compensation insurance written on an if any policy form, including an endorsement providing coverage for alternate employer/leased employee liability. Such insurance shall be in addition to the workers compensation coverage provided to the leased employee by the payroll, employee management, or other similar company. Employers Liability Insurance with limits of at least $1,000,000 bodily injury by accident; $1,000,000 bodily injury by disease; and $1,000,000 annual aggregate. Professional Liability Insurance, insuring against professional errors and omissions arising from the Work (including Services) on the Project by any party providing construction management, architectural, engineering, and/or surveying services, and/or any party whose Work or Services involves the preparation of plans or drawings, with limits not less than $2,000,000 per claim and $2,000,000 annual aggregate. Such policy shall not contain any exclusions directed toward any types of projects, materials, services, or processes involved in the Work. The retroactive date for coverage will be no later than the commencement date of design and will state that in the event of cancellation or non-renewal the discovery period for insurance claims will be at least 5 years or otherwise as by agreement with Owner. Coverage shall include, but not be limited to: Insureds interest in joint ventures, if applicable; Construction Management must be listed as a Professional Service covered by the policy without being subject to limitation by a specific definition (for Construction Managers only); Technology Services must be listed as a covered service with respect to BIM hosting and management responsibilities (for Projects utilizing BIM); and Limited contractual liability. Commercial General Liability Insurance covering claims for personal injury, bodily injury and property damage arising out of the Work and in a form providing coverage no less broad than that of the current ISO Commercial General Liability Insurance policy (Occurrence Form, number CG 00 01). Such insurance shall provide coverage for all operations including the products-completed operations hazard, and shall be maintained for ten years after Final Completion of the last Phase to be completed and acceptance of the final payment for the Work, or to the applicable Statute of Repose, whichever is less. The limits of such insurance shall not be less than: $1,000,000 each Occurrence $2,000,000 aggregate for products-completed operations $2,000,000 general aggregate limit, which shall apply separately and be reinstated annually. The policy shall not contain any exclusions directed toward any types of projects, materials or processes involved in the Work. Business Auto Liability Insurance covering all owned, non-owned, and hired vehicles on and off-site. Such insurance shall provide coverage not less than the standard ISO Comprehensive Automobile Liability policy (CA 00 01, CA 00 05, CA 00 12, CA 0020), with limits not less than $2,000,000 each accident and $2,000,000 each occurrence. If the Work involves transportation of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor shall provide pollution auto coverage equivalent to that provided under the ISO pollution liability-broadened coverage for covered autos endorsement (CA 99 48), and the Motor Carrier Act endorsement (MCS 90). Any statutorily required No-Fault benefits and uninsured/underinsured motorist coverage shall be included. Umbrella/Excess Liability Insurance written on an occurrence basis in excess of the Commercial General Liability, Employers Liability, and Business Auto Liability Insurance identified above, and which is at least as broad as each and every one of the underlying policies. The umbrella/excess liability policies shall be written on a drop-down and following form basis, with only such exceptions as Owner shall expressly approve in writing. The amounts of insurance required herein may be satisfied by purchasing coverage for the limits specified or by any combination of underlying and umbrella limits, so long as the total amount of insurance is not less than the limits specified below for these types when added to the limit for this Section. Contractors umbrella/excess liability insurance shall have limits not less than the following, depending on scope of Work: Concrete, Masonry, Excavation, Demolition, Foundation, and all other structural work: $5 million HVAC, Plumbing, Electrical, and all other trades: $3 million Such insurance shall be maintained for ten years after Final Completion of the last Phase to be completed and acceptance of the final payment for the Work, or to the applicable Statute of Repose, whichever is less Pollution Liability Insurance, if the Work being performed involves abatement, removal, replacement, repair, enclosure, encapsulation, and/or disposal of any hazardous material or substance. Coverage shall be provided on an occurrence basis with limits of $5,000,000, and shall include coverage for liability to third parties for bodily injury, property damage, remediation, and clean-up costs arising from pollution events or conditions on, at, under, or migrating from the Project site and from transportation and disposal of pollutants and/or anything contaminated by pollution. This insurance must be maintained for at least 10 years after substantial completion and acceptance of the Project. Contractors Equipment Insurance provided on an all risk form, covering all risk of physical damage to equipment provided for use at the Project site by Contractor, whether owned, leased, rented, borrowed or used at the Project site. Contractor waives its rights of recovery against Owner and their respective officers, employees, consultants and agents including, but not limited to, the Board and each Owner Representative, as to any damage or loss which may occur to its equipment to the extent covered by insurance. Contractor will ensure that the insurance company providing such coverage specifically agrees to this waiver. If uninsured, Contractor will hold harmless the aforementioned parties for loss or damage to its tools and equipment. General Insurance Requirements. The following requirements are applicable to all insurance coverages required under this Addendum, except to the extent otherwise indicated. Insurer Requirements. All policies of insurance shall be placed with insurers acceptable to Owner. The insurance underwriter(s) must be duly licensed to do business in the state where the Work is to be performed and (other than for workers compensation) must have a rating of A- XV or better in the most recent edition of Bests Insurance Reports or otherwise satisfactory to Owner. Required minimum amounts of insurance may be increased should conditions of Work, in opinion of Owner, warrant such increase. Contractor shall increase required insurance amounts upon direction by Owner. Additional Insureds. Except with regard to Workers Compensation and Professional liability insurance (where applicable), all insurance required by this Section shall name the following parties as additional insureds: ʮ², its officers, agents, representatives, students, employees and volunteers (hereinafter, collectively the Additional Insureds). For the Commercial General Liability insurance, additional insured status must be provided on ISO forms CG 20 10 and CG 20 37. Primary and Non-Contributory. Each policy required in this Section, including primary, excess, and/or umbrella, shall provide that the insurance provided to the Additional Insureds is primary and non-contributory, such that no other insurance or self-insured retention carried or held by Contractor shall be called upon to contribute to a loss covered by insurance for the named insured. Waiver of Subrogation. To the fullest extent permitted by law, Contractor will require all insurance policies required by this Section to include clauses stating each insurer will waive all rights of recovery. All waivers provided herein shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in any property damaged. Self-Insured Retentions. None of the insurance required of this Section shall be subject to any self-insured retention greater than $250,000 without Owners written approval. No Limitation. Nothing in this Section shall be construed as limiting in any way the extent to which Contractor may be held responsible for payment of damages resulting from their operations. Contractors obligations to procure insurance are separate and independent of, and shall not limit Contractors contractual indemnity and defense obligations. Owner does not represent that coverages and limits required in this Contract will necessarily be adequate to protect Contractor. Subcontract Agreements. Contractor shall by appropriate written agreements flow down the requirements for i) the waiver of subrogation for all required insurance, and ii) additional insured coverage for all required insurance and iii) other requirements of this Section to all tiers of Subcontractors for all insurance required of such Subcontractors by Contractor for the Work. Owners Right to Procure Insurance. Contractor shall pay all insurance premiums, including any charges for required waivers of subrogation or the endorsement of additional insureds. If Contractor fails to maintain insurance, Owner may take out comparable insurance, and deduct and retain amount of premium from any sums due Contractor under the Contract Documents. If the Aggregate Limits on any Contractors insurance policy are no longer available, Contractor must notify Owner and immediately, at Contractors expense, purchase replacement coverage to meet insurance requirements as specified in this Section. Alternatively, the Contractors failure to maintain the required insurance may result in termination for Default. Worker's Compensation insurance and employer's liability insurance must cover all persons whom the Contractor may employ in carrying out the services hereunder. Worker's compensation insurance will be in accordance with the Worker's Compensation Law of the State of Oregon. The Owner may require all risk coverage on some projects. Certificates of Insurance. Contractor shall furnish Owner with certificates of insurance (COI) completed by a duly authorized representative evidencing coverage required under this Section. Such COIs shall be delivered to Owner before any Work hereunder is commenced by Contractor and annually thereafter on or before the policy effective dates of Contractors policies. Failure of the Owner to demand such COIs or other evidence of full compliance with these insurance requirements, or failure of the Owner to identify a deficiency from evidence provided, will not be construed as a waiver of the Contractors obligation to maintain such insurance. Owners acceptance of any COI evidencing the required coverages and limits does not constitute approval or agreement by the Owner that the insurance requirements have been met or that the insurance policies shown in the COI are in compliance with the requirements. Owner has the right, but not the obligation, of prohibiting Contractor from entering the Project Site until Owner receives all COIs or other evidence that insurance has been placed in complete compliance with these requirements. If any of the coverages are required to remain in force after Substantial Completion, Contractor shall submit an additional COI evidencing continuation of such coverage with its final billing and at each subsequent renewal of Contractors insurance. Declarations Pages Required. In addition to the foregoing, Contractor or its insurance broker shall submit a copy of the Declarations page for each policy required by this Section. The page shall include the name of the carrier, the policy number, the types of coverage and limits, the effective dates of the policy, and the brokers name and license number. Conformance to Law. If applicable law limits the enforceability of any of the foregoing requirements, then Contractor shall be required to comply with the foregoing requirements to the fullest extent of coverage and limits allowed by applicable law and this Addendum shall be limited only to the extent required to conform to applicable law. ARTICLE 4 PAYMENTS Compensation. The Owner shall pay Contractor the Fee set forth in Contractor's quotation/proposal referenced herein for services satisfactorily performed by Contractor in accordance with this Contract. If Contractor's Fee is stated as an hourly rate, fractional hours shall be compensated for on a prorated basis. Time necessarily spent in local travel shall not be considered working time. Hours expended by Contractor shall be documented by weekly timesheets. Timesheets shall be provided to the Owner, upon request. Hourly rates shall include Contractor's fees, cost of operation, including benefits attributable to payroll, overhead, salaries and other administrative expenses. Contractor and the Owner agree that the Maximum Cost for Contractor's Fees set forth in this Contract shall not be exceeded without prior written approval by the Owner and a change order to the Contract has been issued. When agreed to in advance of travel, owner shall reimburse Contractor on account of expenses paid or incurred by Contractor for travel beyond a 100-mile radius from the ʮ² campus. The amount and extent of reimbursement for travel shall be in accordance with the provisions of ʮ²'s Expense Reimbursement Policy, which can be viewed at http://willamette.edu/offices/accounting/ When agreed upon in advance, Owner will reimburse Contractor for incurred costs for extraordinary reproduction/copy services as may be required in the performance of this Contract, and, for such purchased services as may be approved in advance by the Owner, at Contractor's cost. The amount for Contractor's reimbursable expenses, if any, shall be included in Contractor's quotation/proposal. The Total Not to Exceed Amount stated, shall constitute the limit of compensation due to Contractor under this Agreement. Payment. Contractor shall submit invoices for services, reimbursable expenses and additional services not more often than once per month. If Contractor's Fee is stated as an hourly rate, supporting data to be attached to the invoice shall include payroll data identifying each individual, the position, grade or title, number of hours worked, applicable hourly rate and dates worked. Invoices for reimbursable expenses shall be supported by receipts for material, equipment, rental or other services or charges as appropriate to this Contract. Each invoice shall contain a summary of the total amount of previous invoices, this invoice amount, retainage amounts, and the unbilled balance of this Contract and its approved Change Orders. If the Contractor believes that any amount included in a current invoice is outside the scope of this Contract, Contractor shall identify the amount and the nature of the work. In addition, the Contractor shall, on a monthly basis, review its progress on the project. If the Contractor, having performed said review, has reason to anticipate a need for additional funding, it shall indicate, on an invoice attachment, the reasons for the anticipated funding increase, its best estimate of the total additional costs and the time impact, if any, on the project completion schedule. Any failure by the Contractor to comply with this section shall be cause for the Owner to refuse compensation under the terms and conditions of this Contract. Upon submission by Contractor of a valid and fully-supported invoice for Contractor's Services, and approved by the Owner, along with a fully executed Conditional Lien Release in the amount of payment requested, the Owner will, within 30 calendar days, pay Contractor for Services therefore performed or rendered. Invoices for Contractor's Services are to be made out to ʮ² and submitted for approval, to the address stated on the face of this Contract. Once Contractor has received payment Contractor will promptly deliver to Owner an Unconditional Lien Release in the amount of the payment. All Contractors are required to complete an ACH Vendor Payment Authorization Agreement authorizing ʮ² to deposit payments directly into the Contractors designated financial institution. Retainage on Payments. Owner shall pay Contractor the compensation set forth in each Purchase Order. However, five percent, (5%) of each payment shall be retained by Owner until Final Acceptance of the work. Assuming all punch list items are completed, the work has been completed according to all Contract Documents, and no other offsets or dedications are required by Owner, the remaining balance due will be released within 30 days of final invoice date, or final acceptance date. Retainage may be waived on a case by case basis upon written approval of the University. ARTICLE 5 CHANGE ORDERS, CLAIMS AND LIENS Claims Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, and extension of time or other relief with respect to the terms of the Contract. The term Claim also includes other disputes and matters in question between Owner and Contractor arising out of or relating to the Contract. Claims must be made by written notice. Responsibility to substantiate Claims shall rest with the party making the Claim. Change or Cancellation for Convenience. Owner shall be obligated to pay Contractor only for Services described herein. Any additional services must be approved in writing by Owner. Owner may, without invalidating this Contract, make changes to the Services to be provided hereunder. If such changes cause an increase or decrease in the cost or time required for performance of the Services, an equitable adjustment shall be made in compensation, period of performance, or both, and this Contract shall be amended accordingly, in writing. Owner by written notice may change or terminate all or any part of this Contract for Owner's convenience. If such a change results in an increase or decrease in costs to be incurred or time needed to complete performance of this Contract, then Owner and Contractor will make a fair and equitable modification of their rights and obligations under this agreement, provided however that Owner will not compensate Contractor for any services not performed by the date of such change or termination. Approval of Changes. Contractor shall not perform changes in the Work until Owner approves in writing the pricing for the changes and any adjustment in the schedule for performance of the Work, unless Owner directs Contractor otherwise to do so in writing. Duty to Inform Owner of Changes. Contractor shall not comply with oral changes in the scope of the Work. If Contractor believes that (1) any oral notice or instruction will involve a change in the cost or time to perform the Work, (2) is inconsistent with the Contract Documents, (3) Contractor becomes aware of a change, then Contractor must notify Owner of such a change in writing within five (5) days. Any costs incurred by Contractor in performing oral changes or arising from the failure of Contractor to notify Owner in accordance with the Section (5.3) shall be at Contractors expense. Payments to Personnel. Contractor shall be responsible for the prompt payment of all persons who perform labor, furnish services, equipment, supplies or materials used in the Work called for by a Purchase Order. Contractors responsibility to pay, shall be limited to the extent of all work performed, which is acceptable to the Owner and for which the Owner has paid. Contractor shall keep Owners property free of all liens, claims and encumbrances arising from the performance of Contractors scope of Work in the Contract Documents. Liens. Contractor shall pay, when due, all claims for labor, materials, supplies, equipment and/or sub-contracts furnished under any executed Purchase Order between Owner and Contractor. Contractor shall prevent the filing of any lien (mechanics or material), or attachments, garnishments, or suits involving the property upon which the Work is performed or where Contractors materials are delivered. Contractor agrees that within ten (10) days of Owners demand, Contractor shall cause any such lien to be removed from the property. In the event Contractor fails to do so, Owner is authorized to use any means it deems appropriate to cause said lien, attachment or suit, together with its effect upon the title to be removed, discharged, satisfied, compromised or dismissed and the costs associated, together with reasonable attorneys fees, shall become immediately due and payable to Owner by Contractor. The Contractors responsibilities under section 5.5 of this Contract shall be limited to the extent of the work which has been paid to the Contractor. Prior to any payment by Owner to Contractor, Contractor shall provide Owner with a Conditional Lien Release that includes any and all work performed as a part of the compensation requested. Once Contractor has received payment of the compensation requested, Contractor shall provide Owner with an Unconditional Lien Release in the amount received. Upon request for final payment, Contractor shall provide Owner with a Conditional Final Lien Release for all work performed under the Contract. Upon receipt of final payment, Contractor shall provide Owner with an Unconditional Final Lien Release. ARTICLE 6 TIME Term of Contract / Work Schedule. The Term of the Contract agreement shall be stated in the Contract documents. The schedule for the work shall also be stated in the Contract, or in a document attached to the Contract, as approved by Owner. General Time Conditions. For any scope of work on a Contract between Owner and Contractor the following general conditions will prevail: Contractor shall commence work as directed to do so by Owner, and the work shall be completed within the time frame specified in the Contract. Work days consist of twenty-four (24) hours per day, seven (7) days per week, Monday through Sunday, inclusive of holidays as mutually agreed upon by Owner with Contractor. Contractor shall coordinate all work scheduled with the Owners Representative. Work shall not start at the job sites earlier than 7:30 a.m. and shall not continue past 7:00 p.m. unless permission has been granted by Owner. At times, a later start time may be required by Owner for the comfort of University students and must be strictly adhered to. Work in Residence Halls shall be closely coordinated with the Owners Representative. Liquidated Damages. If due to Contractors misconduct or neglect, Contractor fails to complete the work on or before the scheduled completion date set forth herein, the parties agree that Owner will suffer damages in the sum of actual Owner losses per day and the Contractor agrees that for each day the work shall remain uncompleted, the Owner may deduct from sums due Contractor up to actual Owner losses per day as Owners damages. It is understood and agreed by Contractor and Owner that actual damages caused by the failure of Contractor to timely complete the Work is difficult to fully define. Per diem damages shall be defined by a fair and reasonable estimate of the actual damages incurred by Owner, that the monies per day shall be retained by Owner as payment by Contractor to Owner for Owners Liquidated damages, and that such amount is not a penalty for such failure. Excuse. Except for nonperformance due to circumstances which are both beyond its control and not foreseeable, in no event shall Contractor be excused for any inability to obtain goods or services necessary for Contractor's performance, nor for any labor dispute involving employees of Contractor, Owner, any subcontractor of either, any carrier, or any other person. Notice of Labor Disputes. Whenever an actual or potential labor dispute delays or threatens to delay the performance of this Order, Contractor shall immediately notify Owner in writing, presenting all relevant information concerning the dispute and its background. Continuing Contract Performance. Pending final resolution of a Claim including Mediation or Arbitration, unless otherwise agreed in writing by both parties, Contractor shall proceed diligently with performance of the Contract and Owner shall continue to make payments in accordance with the Contract Documents. ARTICLE 7 CONTRACTORS INDEPENDENT INVESTIGATION Independent Investigation. Contractor is fully responsible and warrants to Owner that he has visited the site and to the best of his knowledge, is familiar with all site conditions associated with the scope of Work. Contractor has satisfied himself, by his own investigation and research regarding all of the conditions affecting the Work to be done and material to be furnished and as to the meaning and intention of the plans and specifications and the general conditions, and is basing his conclusion to execute said Contract solely on such investigations. This investigation is independent of any estimate or other information prepared or furnished by Owner. Contractor represents and warrants that he has made allowance in the contract price as set forth on any bid proposal for any increases in the cost of labor, materials, and equipment which may be required by the true conditions of the site. ARTICLE 8 OWNERS RIGHT TO OFFSET Right of Offset. Owner shall be allowed to offset against any sums due Contractor by Owner on any executed Purchase Order for sums owed to Owner by Contractor on any other executed Purchase Order. ARTICLE 9 GUARANTEES AND WARRANTIES Contractor guarantees Owner against any loss or damages arising from any defect in materials and workmanship furnished under Contract for a period of one year from the date of Final Acceptance of the Work, unless a longer period is required by specifications, and/or law. Upon notification, Contractor shall proceed with all due diligence at his own expense, to replace any defective materials or perform any labor necessary to correct any defect in the Work, and upon failure of Contractor to do so, Owner may, at Contractors expense, furnish materials, labor, and/or equipment necessary to comply with the contract documents, specifications and drawings, and deduct the cost from the payments due Contractor under any executed Contract with Contractor under this Master Contract Agreement. All equipment or product warranties on Work provided by Contractor shall be provided to Owner upon project completion and prior to final invoice payment. Contractor warrants that all services hereunder shall be performed by personnel experienced and highly skilled in their profession and in accordance with the highest applicable standards of professionalism for comparable or similar services. Contractor shall be responsible for the professional quality, timeliness, coordination and completeness of the services. Contractor personnel assigned to perform the services shall be as proposed by Contractor and approved by the Owner. No such personnel of Contractor shall be reassigned without the approval of the Owner. Contractor shall use only personnel required for the performance of the services who are qualified by education, training and experience to perform the tasks assigned to them. Contractor agrees to replace any of its employees whose work is considered by the Owner to be unsatisfactory or contrary to the requirements of the services to be performed hereunder. The Owner shall not supervise nor control the details of Contractor's services, but rather shall be interested only in the results of Contractor's services. ARTICLE 10 WORK ACCEPTANCE Acceptance by Owner. Owner shall have a reasonable time (but not less than 30 days) after receipt to inspect the goods or services tendered by Contractor. Owner at its option may reject all or any portion of such goods or services which do not in Owner's sole discretion comply in every respect with each and every term and condition of this Contract. Owner may elect to reject any or all goods or services tendered even if only a portion thereof is nonconforming. If Owner elects to accept nonconforming goods or services, Owner, in addition to its other remedies, shall be entitled to deduct a reasonable amount from the price to compensate Owner for the nonconformity. Any acceptance by Owner, even if non- conditional, shall not be deemed a waiver or settlement of any defect in such goods or services. Occupancy Before Completion. Owner shall have the right, upon reasonable notice to Contractor, to move into any completed or partially completed part of the Work and take possession or use prior to Final Acceptance. Such possession shall not constitute acceptance of Contractor Work. Final Acceptance. Upon the sole determination of Owner that the Work has been performed fully and completely in accordance with the Contract Documents, Owner shall provide Contractor with a written notice stating that Final Acceptance has been achieved. Final Acceptance shall be effective as of the date specified in such notice as the date of Final Acceptance. Invoices shall be administered within thirty (30) days of the final acceptance date. Continuing Obligation. Any failure by Owner to inspect or to reject the Work or to reject any part of the Work shall not be deemed acceptance of the work for any purpose. Furthermore, the issuance by Owner of the notice of Final Acceptance shall not excuse Contractor from its obligation of having completed the Work in accordance with the Contract Documents. ARTICLE 11 SUSPENSIONS Suspensions. Owner may at any time, by written notice to Contractor suspend performance of all or any portion of the Work. Said notice shall specify the date of suspension and its estimated duration. Upon receiving notice of suspension, Contractor shall promptly suspend further performance to the extent specified, and during the period of suspension, shall properly care for and protect the completed portion of the Work as well as any work in progress and materials, supplies and equipment on hand. At Owners request, Contractor shall promptly deliver copies of outstanding invoices for payment. If the suspension is in no way caused by the Contractor, Contractor shall be entitled to compensation for all reasonable costs associated with the suspension. ARTICLE 12 TERMINATION Termination. Owner may, with or without cause, and in its sole discretion, terminate further performance of all or part of the Work or Materials by written notice to Contractor specifying the date of termination. Contractor shall be paid for all acceptable work up to the point of termination and all agreed upon costs associated with the termination. Completion of Work in Event of Dispute. If Contractor fails or refuses to perform Work as outlined in scope of work documents, Owner may demand in writing that said Work be performed. If Contractor has not agreed in writing (within Five (5) days of receipt of Owners letter) to perform said Work and has not started Work within the Five (5) day period, Owner shall have the right to perform Work itself. Owner may contract with others without terminating this Contract and charge Contractor the cost of such Work together with any cost associated in procuring a new Contractor. ARTICLE 13 INDEMNIFICATION 13.1 Indemnity and Waiver. Contractor agrees to indemnify, defend and hold Willamette University harmless from and against, and to waive any and all claims against ʮ² for, any and all claims, suits and demands of liability loss or damage whatsoever, including attorneys' fees, whether direct or consequential, on account of (1) any loss, injury, death or damage to any person or property (including without limitation all agents and employees of Contractor and ʮ² and all property owned by, leased to or used by either Contractor or ʮ², or both) or (2) any loss or damage to business or reputation or privacy of any person, arising in whole or in part in any way from, connected to, or related to Contractors performance. As used in this indemnity and waiver provision, and for purposes of Contractor's insurance, "Willamette University" shall be deemed to include ʮ², its Trustees, Directors, officers, employees, faculty, students, agents, affiliated organizations and their insurance carriers, if any. Contractor, at its expense, shall further defend, indemnify and hold harmless the University, its trustees, officers, employees, agents, and students from and against any and all claims and demands which may be made to the extent that it is based on a claim that any Services or products furnished hereunder infringed a patent, copyright, trademark, service mark, trade secret, or other legally protected proprietary right. Contractor shall pay all costs, fees, and damages which may be incurred by ʮ² for any such claim or action or the settlement thereof. ARTICLE 14 GENERAL PROVISIONS Contractor shall not discriminate against any employee or applicant for employment, with respect to hire, terms, conditions, or privileges of employment or any other matter directly or indirectly related to employment because of race, color, religion, national origin, sex, or ancestry. Contractor further agrees that every subcontract or order given for the supplying of any goods or services rendered pursuant to this Agreement shall contain a provision requiring nondiscrimination in employment, as herein specified. Contractor agrees to pay all taxes including import/use taxes now or hereafter assessed or levied in connection with all labor, materials and equipment to be furnished under any executed WU Contract. These taxes shall not be the subject of any claim by contractor for additional payment. Contractor shall not assign this Contract or any portion of an executed WU Contract without first obtaining permission in writing from Owner. Mediation. The Owner and Contractor shall endeavor to resolve claims, disputes and other matters in questions between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to the Agreement with the American Arbitration Association. The request may be made concurrently with the filing of a civil action, but, in such event, mediation shall proceed in advance of legal or equitable proceedings, which may be stayed pending mediation for a period of Sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediators fee and any filing fees equally. The mediation shall be held in the City where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The masculine, or feminine, gender shall include the masculine, or feminine, and the singular shall include the plural and the plural the single, both as the context requires. Contractor shall pay Owner all costs, including Owners attorney fees, in any action brought to enforce the performance of this contract, or any of the terms, covenants, or conditions, and in any action brought against Contractor by third parties in which Owner is joined as a party, whether the same proceed to judgment or not. This provision shall also apply to any bond furnished there under. ʮ² is an equal opportunity employer and abides by all Federal and State laws governing equal opportunity employment. Severability. If any provision of this contract document is shown to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect. Assignment. Contractor shall neither assign any right nor delegate any duty without the prior written consent of Owner. Notwithstanding any notice of assignment, Owner's tender of payment to the Contractor named herein or to any person reasonably believed by Owner to be entitled to payment shall fully satisfy Owner's obligation to pay, and in no event shall Owner be obligated to pay additional sums or be liable for any damages due to failure to pay the correct party. Conflict of Interest. Owner shall avoid real or apparent conflicts of interest. No employee, officer nor agent of Owner shall knowingly participate in the drafting, selection, award or administration of a Request for Proposal, Request for Quotation, or Contract with Contractor if Owner, or any member of Owner's immediate family, or Owner's business, has a material financial interest in Contractor, or is negotiating or has any arrangement concerning prospective employment with Contractor, unless such real or apparent conflict of interest has been disclosed in accordance with Willamettes Conflict of Interest policies and waived by the appropriate reporting authority. No officer, employee or agent of Owner shall either solicit or accept gratuities, favors or anything of monetary value from Contractor, including any contingent fee. If Contractor has reason to believe any officer, employee or agent of Owner has violated any provision of this paragraph, Contractor immediately shall notify Owner of the suspected violation by sending notice thereof to the Vice President for Finance and Administration, ʮ², 900 State Street, Salem OR 97301, explaining the situation in full. Contractor's failure to so notify Owner shall be a material breach of this Agreement, and Owner, at its option, may terminate this Agreement. Recitals and Interpretation. Contractor acknowledges the following facts and agrees that this Contract will be executed and interpreted with regard thereto: Owner is a nonprofit university and therefore does not accept risks that normally would be acceptable to a commercial enterprise; Owner is wholly or partially self-insured for liability and property damage; time is of the essence for Owner and that delays may cause multi-million dollar losses due to loss of contract funds and/or inability to conduct or complete academic courses and/or research projects and/or patient care activities. This Contract shall not be modified, supplemented, qualified or interpreted by any usage of trade unless actually known and agreed to by the personnel of Owner who are involved in this Contract. Use of University Trademarks. Contractor agrees not to use University's name or other trademarks (together referred to herein as the "Marks"), or the name or trademarks of any related organization, or to quote the opinion of any of University's employees or agents ("Quotes"), either in writing or orally, without the prior written consent of the University's agent from the Communications Office authorized to give such consent. This prohibition includes, but is not limited to, use of the Marks or Quotes in press releases, advertising, marketing materials, other promotional materials, presentations, photographs for commercial use, case studies, reports, websites, application or software interfaces, and other electronic media. Applicable Law and Jurisdiction. This Contract and the performance hereunder shall be construed according to the laws of Oregon. The parties hereto agree that any dispute arising under this Contract shall be resolved in a court having jurisdiction over Marion County, Oregon and Owner and Contractor hereby submit themselves to the personal jurisdiction of said courts. All rights and remedies of Owner and Contractor shall be cumulative. Codes and Regulations. All Services performed under this Agreement shall conform to all applicable local, county, state and federal codes and regulations. Unless otherwise provided, the codes and regulations referred to above shall be the latest edition or revision in effect as of the effective date of this Agreement. Nothing in this Agreement shall be construed as requiring or permitting Services that are contrary to the above-referenced codes and regulations. Contractor further certifies its compliance with the Oregon and Federal labor control standards. Wherever Contractor will, during performance of the Agreement, keep the University apprised of any changes to the provided information. This article only applies to janitorial and security guard contractors, and any construction-related or trade services. Complete Agreement. This Contract (including these Terms and Conditions), any specifications or additional terms and conditions attached or referenced herein constitute the entire agreement between Owner and Contractor. Contractor's quotation/proposal is incorporated as if specifically stated in the Contract. No other terms or conditions are binding on Owner unless accepted by it in writing. In the event of a conflict between this Contract and terms and conditions stated in Contractor's quotation/proposal, the terms of this Contract shall take precedence. Anti-Trust Violations. Owner and Contractor recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the Owner. Therefore, Contractor hereby assigns to the Owner any and all claims for such overcharges as to goods and services purchased in connection with this order, except as to overcharges not passed on to the Owner resulting from antitrust violations commencing after the date of this Contract or other event establishing the price under this Contract. Access to Records. Owner shall have access to and the right to examine any directly relevant books, documents, papers, and records of Contractor involving transactions related to this Contract until the expiration of three (3) years after final payment hereunder. Contractor agrees to keep and maintain such records for such period of time. If this agreement is for the provision of services with a value of $10,000 or more within a 12-month period, then until the expiration of four (4) years after the furnishing of any services pursuant to this agreement, Contractor shall make available, upon written request from the Secretary of the U.S. Department of Health and Human Services or from the U.S. Comptroller, such books, documents and records of Contractor as are necessary to certify the nature and extent of the reasonable cost of services to Owner. If Contractor enters into an agreement with any related organization to provide services pursuant to this agreement with a value of $10,000 or more within a 12-month period, such agreement shall contain a clause identical in content to the first sentence of this paragraph. This paragraph shall be of force and effect only to the extent required by applicable laws. Government Required Clauses. All Federal Grant and/or subcontract purchases are subject to the terms and conditions defined in Public Law 87- 653 (Truth in Negotiations) and the Copeland "Anti-Kickback" Act. In addition, the following clauses are incorporated herein by reference according to the amount of this order, and references to Government (or United States) and this Contract shall be interpreted as necessary to apply to the U.S. Government or the Owner and Contractor, respectively. FAR Number and Title of Clause, Regardless of Amount: 52.203.11 Certification & Disclosure Re: Payments to Influence Certain Federal Transactions 52.222.4 Contract Work Hours and Safety Standards Act 52.225.13 Restrictions on Certain Foreign Purchases 52.227.10 Filing of Patent Applications-Classified Subject Matter 52.227.11/12/13 Patent Rights 52.247.63 Preference for U.S. Flag Air Carriers 52.247.64 Preference for Privately Owned U.S. Flag Commercial Vessels 252.227.7034 DFAR Patents- Subcontracts DOD only 252.227.7039 DFAR Patents Reporting Subject Inventions DOD only 52.222.21 Prohibition of Non-Segregated Facilities 52.222.26 Equal Opportunity 52.222.35 Affirmative Action for Disabled Veterans of the Vietnam Era 52.222.36 Affirmative Action for Workers with Disabilities 52.222.37 Employment Reports on Disabled Veterans of the Vietnam Era FAR Number and Title of Clause, Orders over $100,000: all of the above clauses plus: 52.203.6 Restrictions on Subcontractor Sales to the Government 52.203.7 Anti-Kickback Procedures 52.203.12 Limitation on Payments to Influence Certain Federal Transactions 52.215.2 Audit and Records- Negotiation, Alternative II 52.219.8 Utilization of Small Business Concerns 52.227.1 Authorization and Consent Alternative I 52.227.2 Notice and Assistance Regarding Patent and Copyright Infringement 42 U.S.C. 7401, et. seq. Clean Air Act 33 U.S.C. 1251, et. seq. Federal Water Pollution Control Act FAR Number and Title of Clause, Orders over $500,000: all of the above clauses 52.219.9 Small plus: Business Subcontracting Plan FAR Number and Title of Clause, Orders over $550,000: all of the above clauses plus: 52.215.12/13 Subcontractor Cost or Pricing Data- Modifications Data. Contractor agrees to handle data and other information ("Data") with the highest standard of care and according to best practices for Data Classification, Access, Transmittal and Storage. Contractor will not copy, cause to be copied, use, or disclose Data received from or on behalf of ʮ² except as permitted or required by the Contract, as required by law, or as otherwise authorized by Owner in writing. Contractor will give immediate notice to Owner of any actual or suspected unauthorized disclosure of, access to or other breach of the Data. In the event of actual or suspected unauthorized disclosure of, access to, or other breach of the Data, Contractor will comply with all state and Federal laws and regulations related to such breach, and will cooperate with Owner in fulfilling its legal obligations. Contractor will indemnify Owner for its violation of this paragraph, including but not limited to the cost of providing appropriate notice to all required parties and credit monitoring, credit rehabilitation, or other credit support services to individuals with information impacted by the actual or suspected breach. Upon termination or expiration of the Contract, Contractor will return or, at Owner's election, destroy, the Data within 30 days from the conclusion of the Contract. This paragraph and its indemnity will survive the termination of the Contract. Intellectual Property. Ownership of technical data produced by or for Contractor or any of its employees in the course of performing the services hereunder and of all proprietary rights therein shall vest in and shall be delivered, upon request, to Owner. For the purposes hereof, the term "technical data" means technical writing, pictorial reproductions, drawings or other graphical representations, tape recordings, reports, calculations, tables and documents of technical nature, whether copyrightable or copyrighted, which are made in the course of performing the services as specified. Contractor may, however, use data prepared or produced under this Contract, where such data is otherwise made publicly available or with the specific approval of Owner. Acceptance of the Contract by Contractor; Rights and Duties. The Master Contract Agreement is hereby accepted on the terms set forth herein. Terms and Conditions in any form which are in addition to, or not identical with, these Terms and Conditions will not become a part of any Contract with Contractor, unless Owner specifically and expressly agrees in writing that such other terms are accepted. By performing under this Contract or any part hereof, Contractor agrees to and accepts all the provisions of the Contract and agrees to fully perform thereto. The rights and duties of the Parties shall be subject to and governed by these Terms and Conditions. Design Build Projects. Whenever design-build services are specified under the Scope of Work in a Contract with Contractor, Contractor shall design, construct and manage construction of the Project as specified by the Contractors Agreement for the Project with Owner. Design services shall be provided and/or procured from State of Oregon licensed design professionals, and includes all phases of design to bring the Project to a successful completion. In addition, Contractor shall provide all Contractor related construction work, services, and management required to complete construction of the Project within the Project budget and completion schedule. SIGNATURE PAGE This Contract together with executed Purchase Order(s) along with attachments and exhibits constitutes the entire Agreement between the Contractor and Owner, and may not be modified, amended or otherwise changed in any manner except as authorized in writing by Owner. No waiver of any provision of this Contract or any provision of any executed Purchase Order shall act as a continuing waiver, nor shall any waiver be binding unless in writing signed by the Owner. 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