EVENT CENTER MANAGEMENT SERVICE AGREEMENTBETWEEN THE CITY OF INDEPENDENCE

AND XXXXX, LLC

THIS EVENT CENTER MANAGEMENT AGREEMENT (“Agreement”) is made and entered into effective as of __________ ____, 2019 (“Effective Date”), and is between XXXXX LLC, an Oregon limited liability company, or its assigns (“Manager”) and the CITY OF INDEPENDENCE, an Oregon municipal corporation (“City”).

All terms of the following exhibits are hereby incorporated by reference into this Agreement, and Contractor agrees to comply with each:

(1) Exhibit A – Fee Schedule(2) Exhibit B – Oregon Public Contracting Requirements for Goods and Service Contracts

In the event of a conflict, the terms of this Agreement will govern, followed by Exhibits B, then A, in that order.

RECITALS:

A. City owns the Event Center building (“Building”) which is used for cultural, social, and business events, public and private gatherings and other similar uses, situated in the city of Independence, county of Polk and state of Oregon (“Event Center”). The Building in which the Event Center is located also houses the City’s police department and its emergency dispatcher, as well as City offices, public areas, lobbies and special-use rooms on upper floors.

B. Manager is a private business entity that desires to manage or operate the Event Center for use by private parties (“Private Users”).

C. City personnel, City residents and other visitors to the City have used the Event Center since its opening and the City has been managing the Event Center. City has continuing needs to use the Event Center for City personnel, City residents and other visitors to the City who are Private Users (“City Users”).

D. City requires assistance with its Event Center booking and management responsibilities, which Manager is uniquely positioned to provide.. Manager’s use of the meeting space will drive additional room reservations, in turn, increasing Transient Occupancy Tax revenues for the City, and generating additional economic activity in Independence, primary goals for the City’s efforts at and investments in Independence Landing.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the legal sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITION OF TERMS: The following terms when used in this Agreement shall have the meaning indicated:

(a) “Affiliate” shall mean (i) any person who directly or indirectly, Controls, is Controlled by, or is under Control with Manager, or (ii) any person who directly or indirectly has a substantial economic interest in Manager or in whom Manager has a substantial economic interest.

(b) “Agreement” has the meaning set forth in the preamble of this Agreement.

(c) “Alcoholic Beverages” means any beverage containing alcohol, including wine, beer or distilled spirits.

(d) “Audio/Visual Equipment” shall mean all audio equipment and all visual projection and sound equipment, whether fixed or movable, owned or leased by the City for use at the Event Center.

(e) “City Users” has the meaning set forth in Recital D.

(f) “Control” means possession of the power to direct, or cause the direction of, the Manager or any significant policies of another person.

(g) “Event Center” has the meaning set forth in Recital A.

(h) “Event Center Employees” means persons employed by City to assist with the operation, maintenance, and security of the Event Center whether as employees of the City or independent contractors to the City, other than Manager, or Manager’s employees and independent contractors.

(i) “Governmental Authority” means the United States of America, the state of Oregon, the county of Polk and the City, and any agency, department, commission, board, bureau, instrumentality or political subdivision of any of the foregoing, now existing or hereafter created, having jurisdiction over the Manager, this transaction or the Event Center.

(j) “Private Users” has the meaning set forth in Recital B.

(k) “Master Calendar” means a calendar of Event Center reservations (listing the name of the party holding the reservation, the time of the reservation and other relevant information) maintained by the Manager regarding the reservations.

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(l) “Requirements” means all acts, laws, rules, order, permits, ordinances, regulations, codes and executive orders of any Governmental Authority.

(m) “Termination” means the expiration or earlier termination of this Agreement.

(n) “Users” means collectively the City Users and the Private Users.

1.1 Interpretation.

(a) Reference to this Agreement. The terms “hereby”, “hereof”, “herein”, “hereunder”, and any similar words, refer to this Agreement.

(b) Gender and Plurality. Words in the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular numbered meaning, and include the plural number, and vice versa.

(c) Persons. The word person includes firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and legal entities, including public bodies, as well as individuals.

2. MANAGEMENT SERVICES.

2.1 Management. City appoints and contracts with Manager to supervise, direct, control, manage and operate the Master Calendar for the Event Center for the term provided in Section 3. Manager accepts said appointment and agrees directly or by delegation to supervise, direct, control, manage and operate the Master Calendar for the Event Center during the term of the Agreement and in accordance with the terms and conditions of this Agreement.

2.2 Licenses and Permits.

(a) City shall apply for, process and take all necessary steps to procure, and maintain in good standing throughout the term of this Agreement, in City’s name, all licenses and permits required for the operation of the Event Center and its related facilities. The out-of-pocket cost for fees and charges for licenses or permits shall be borne by City.

(b) Manager and Manager’s personnel are, and will at all times hereunder be, fully qualified by all necessary education, training, experience, licensure and certification to perform the work

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2.3 Personnel. City shall select, employ and supervise any and all Event Center Employees as are necessary for the proper operation, maintenance and security of the Event Center. Manager shall select, employ and supervise any and all personnel as are necessary to book Event Center reservations, maintain the Master Calendar and for the use by the Private Users of the Event Center.

2.4 Taxes. Manager, with respect to Private Users, and City, with respect to City Users, shall collect, account for and remit promptly to the proper Governmental Authority all applicable excise, sales and use taxes or similar governmental charges collected at the Event Center directly from the Users, or as a part of the sales price of any goods, services, or displays, such as occupancy, gross receipts, admission, or similar or equivalent taxes.

2.5 Records. Manager agrees to establish, implement and supervise keeping of the Master Calendar necessary for the efficient operation of the Event Center and provide City with access to the Master Calendar at all times. At a minimum, Manager shall maintain, and City and its representative shall have access to, the books, documents, papers, and records of Manager which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcripts for a period of thee (3) years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by City.

2.6 Maintenance and Repair.

(a) Except as otherwise expressly provided herein, Manager, with respect to Private Users, and City, with respect to City Users, shall be responsible for all set up for and all routine cleaning shall entail returning all tables and chairs to their original position, and all janitorial services required to clean up spills, clean floors and tables, remove trash and other duties required to leave the Event Center clean and orderly.

(b) City shall maintain the Event Center in good condition and repair. City is responsible for all routine repairs and maintenance of Event Center, its fixtures and furnishings, dedicated restrooms, doors and locks, and external property, as well as non-routine maintenance and major repairs, including but not be limited to HVAC replacement, and roof repair and replacement. If one party’s event ends and the cleaning is not timely completed in preparation for an event of the other party, the other party may complete that cleaning and charge back to the other party the reasonable cost thereof.

2.7 Furniture, Fixtures and Equipment (FFE) Replacement Reserve. The first $5,000 of net revenue collected by Manager each year will be remitted to the City for use to repair and replace Furniture, Fixtures and Equipment (FFE), including tables, chairs, audio/visual equipment, kitchen/catering prep equipment, etc.

2.8 Expenses. Except as otherwise expressly provided herein, City shall, at its sole costs and expense, pay the administrative and general expenses and the cost

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of the Event Center. Manager will pay its own administrative and general expenses and the cost of maintaining the Master Calendar and of its personnel as described in Section 2.3.

2.9 User Assurances.

(a) Manager, with respect to Private Users, and City, with respect to City Users, shall use best commercial efforts to see that every User will be provided with the following service and assurances:

(i) Meeting rooms, kitchen/catering prep room and dedicated restrooms will be available for use when promised and set to User specifications including proper control of sound, lighting, heating, air conditioning. ventilation and available Audio/Visual Equipment;

(ii) the Audio/Visual Equipment specified will be delivered on time and in proper working order; and

(iii) the User will be presented with accurate documentation of billing and no posting of charges can occur until the User fully understands the charges.

(b) The assurances set forth within Section 2.10(a), above, must be made to the Users in writing, at the time of booking.

2.10 Accommodation Standards.

(a) City shall assure that:

(i) tables are well maintained with finished tops or covered with pressed and well-maintained linens;

(ii) seating is comfortable, clean and absent of any visible damage or wear;

(iii) Audio/Visual Equipment is in proper repair whether maintained in-house or through an outside vendor;

(iv) Available Audio/Visual Equipment is accompanied by sufficient collateral support such as extension cords and replacement bulbs;

(v) Well maintained podiums or lecterns are available; and(vii) The premise are secure overnight.

(b) City may provide catering and catering staff for City Users if it chooses or City may hire Manager for such services and pay Manager directly, as needed.

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2.11 Room Reservations. The ability to make reservations on the Master Calendar will generally be on regular business hours. No event may be scheduled to start before 7:00 a.m. or extend past 10:00 a.m. without prior approval of Manager and City. User information will include straightforward fee expectations for each specific User contract with the following key elements: (i) each contract will be available to the City, (ii) its key elements will be known, and posted on 24/7 password/accessed digital calendar, and (iii) include timeliness/periodicity of payments.

2.12 Marketing. Manager shall plan, prepare and supervise such marketing, advertising, public relations and promotional programs or campaigns for the Event Center as necessary or appropriate at its sole cost and expense as to Private Users. City shall plan, prepare and supervise such marketing, advertising, public relations and promotional programs or campaigns for the Event Center as necessary or appropriate at its sole cost and expense as to City Users. City and Manager will coordinate marketing messages before publishing them - to ensure accuracy and compatibility.

2.13 Operating Standards. City and Manager shall use, operate and maintain the Event Center in accordance with uses and standards prevailing in other municipal event centers of comparable size, class and standing.

3. TERM.

3.1 Initial Term and Renewal. This Agreement shall become effective on the date of date of execution, and continue thereafter for a term of five (5) years with automatic one-year renewals thereafter unless one party notifies the other at least ninety (90) days prior to the expiration of the original term or any then expiring renewal term of its election to terminate at the end of such term.

3.2 Termination. Upon the Termination of this Agreement, the Manager covenants and agrees to yield and deliver peaceably to City the Master Calendar and all related reservation records.

4. EVENT CENTER REVENUE.

4.1 Base Fee Schedule. Event Center rooms available for use by the general public shall be rented by the Manager pursuant to the base fee schedule attached hereto as Exhibit A, which may, at City’s discretion, be modified by resolution of the City Council and adopted herein as an amendment to this Agreement. Said fees are not applicable to City reservations for City-related businesses.

4.2 Proceeds. After collection and remittance to City of the first $5,000 of net revenue collected by Manager, pursuant to Section 2.7, above, all proceeds from the renting of rooms collected by either party under this Agreement shall be retained by that party. All fees collected by Manager for Audio/Visual Equipment shall be remitted to City each month. If additional equipment is needed for Private Users, the Manager will rent from an outside vendor and charge the Private User for that equipment and set up.

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5. INSURANCE.

5.1 Insurance.

(a) Each party, at its own expense, during the term of this Agreement, shall procure and maintain property and liability insurance with insurance companies licensed or authorized to do business in the state of Oregon including the following:

(i) Statutory workers’ compensation insurance covering all Event Center Employees, by City and any and all personnel as are necessary to book Event Center reservations, maintain the master calendar and for use by Private Users of the Event Center, by Manager, with such deductible limits or self-insured retention as are standard in the industry;

(ii) General commercial liability insurance, including but not limited to coverage for the Event Center - operation, products and completed operations, personal injury, broad-form property damage, and bailee liability, for which the limits of each of the foregoing coverage parts is to be not less than Two Million and no/100 Dollars ($2,000,000.00) for bodily injury and property damage liability.

(b) All risk replacement cost insurance with agreed amount endorsements in an amount not less than the greater of (i) one hundred percent (100%) of the then full replacement costs of the Building (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) without deduction for physical depreciation, or (ii) any amount sufficient to prevent City from becoming a co-insurer within the terms of the applicable policies.

5.2 Blanket Policies. All insurance described in this Section 5 may be obtained by endorsement or equivalent means under blanket insurance policies, provided that such blanket policies fulfill the requirements specified herein. All blanket insurance policies shall be in form and substance, with deductible limits and self-insured retention, which are consistent with those which are generally consistent with industry standards.

5.3 User Insurance. If Alcoholic Beverages are served, the User shall provide an insurance rider that covers City and Manager in an amount of no less than $2,000,000. When Alcoholic Beverages are served, the Manager recommends using an outsourced caterer that carries its own liquor license, and the required insurance.

5.4 Additional Insured. With the exceptions of the User Insurance riders, and any outsourced providers carrying liquor licenses and requisite insurance as specified in 5.3 above, the party procuring insurance shall deliver to the other party policies or certified copies, signed by an authorized representative of the insurer, or in the case of blanket policies, certified abstract policies with respect to all policies so procured, including existing, additional and renewal policies and, in the case of insurance about to expire, shall deliver evidence of renewal in binder

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form with respect to the renewal policies not less than five (5) days prior to the respective dates of expiration, and thereafter shall deliver policies, as aforesaid, or as the case may be, within sixty (60) days succeeding the expiration dates.

5.5 Cancellation. All policies of insurance provided for under this Section shall, to the extent obtainable, have attached thereto an endorsement that such policy shall not be canceled or materially changed without ten (10) days’ prior written notice to the other party.

5.6 Claims. Manager and City shall cooperate in a prompt manner in connection with the making of any claims and the collection of any insurance money that may be due and shall execute and deliver such proofs of loss and other instruments which may be required for the purpose of obtaining the recovery of any such insurance monies.

5.7 Failure to Maintain Insurance. If any party fails to obtain and maintain the insurance required pursuant to this Section or if any insurer cancels or modifies such insurance without the other party’s consent, then the other party at its election (but without any obligation to do so), may procure similar insurance coverage and the party failing to maintain such insurance shall reimburse the other party for any premiums paid by the other party within ten (10) days of demand therefore.

6. INDEPENDENT CONTRACTOR. Manager is engaged as an independent contractor and will be responsible for any federal or state taxes applicable to payments made by City under this Agreement. Manager is not currently employed by City, and will not be under the direct control of City. Manager will not be eligible for any federal Social Security, state Worker’s Compensation, unemployment insurance or Public Employees Retirement System benefits from City under this Agreement, except as Manager may itself provide.

Nothing herein shall constitute or be construed to be or create a partnership, agency, joint venture, lease or landlord-tenant relationship between City and Manager. Manager agrees that it will not represent to anyone that its relationship to City is other than that of independent contractor, and City and Manager may so inform any parties with whom they deal and may take any other reasonable steps to carry out the intent of this subsection. It is understood and agreed between City and Manager that Manager, in fulfilling its obligations hereunder, may from time to time use the services of Affiliates, and that Manager’s utilization of such services shall be for the benefit of the Event Center, provided that such services shall be contracted for in compliance with the other terms and conditions of this Agreement.

7. SUBCONTRACTS AND ASSIGNMENT. Manager shall not subcontract, assign or transfer any of the work scheduled under this Agreement, without the prior written consent of the City. Notwithstanding City approval of a subcontractor, the Manager shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contract hereunder. The Manager agrees that if subcontractors are employed in the performance of this Agreement, the Manager and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Worker’s Compensation.

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8. DESTRUCTION. In the event the Event Center shall be destroyed by fire or other casualty and City elects not to repair or rebuild the Event Center or if the Event Center is condemned in any eminent domain, condemnation, compulsory acquisition, expropriation, or like proceeding (including transfers in lieu thereof) by any competent authority for any public or quasi-public use or purpose, or in the event such a portion thereof shall be taken or condemned (or transferred in lieu thereof) as to make it imprudent or unreasonable to use the remaining portion of the Event Center for Event Center uses of the type and class immediately preceding such taking or condemnation (or transfer in lieu thereof) then, in any of such events, this Agreement shall terminate as of the date of the destruction or taking.

9. TERMINATION, REMEDIES AND EXCULPATION.

9.1 Termination Events by City. City shall have the right to terminate this Agreement by written notice to Manager if any one or more of the following events shall occur:

(a) If Manager shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets or make a general assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy or a petition seeking reorganization, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulation, or file an answer admitting the material allegations of a petition filed against it in any proceeding under the Bankruptcy Code or is adjudicated bankrupt or insolvent.

(b) If any petition or complaint is filed without the application, approval or consent of City seeking reorganization, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulation with respect to Manager seeking appointment of a receiver, trustee or liquidator thereof of all or a substantial part of such party’s assets, and such petition or complaint shall be pending and not withdrawn or dismissed for an aggregate of ninety (90) days (excluding any days during which such petition or complaint shall be stayed), whether or not consecutive.

(c) Manager or any affiliate of Manager shall be in default under any other provision of this Agreement and shall fail to cure such default within sixty (60) days following written notice from City to Manager.

(d) If in the City’s or the public’s best interest, City may terminate this Agreement upon thirty (30) days’ prior written notice to Manager.

9.2 Termination Events by Manager. Manager shall have the right to terminate this Agreement by notice to City if City shall be in default under this Agreement and shall fail to cure such default within sixty (60) days following written notice from Manager to City.

9.3 Remedies. If this Agreement is terminated by either of the parties hereto pursuant to any Section of this Agreement, or pursuant to any right to terminate at law or in equity, then the parties shall have, in addition to the remedies provided in this Section, the right to resort to and avail themselves of any and all other remedies, rights and recourse available at

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law or in equity, without limitation except as expressly provided in this Section or elsewhere herein. Additionally, both parties shall have all remedies available at law or in equity arising out of a breach of or default under this Agreement regardless of whether such party exercises its rights of termination.

9.4 Sale of Event Center. If City desires to sell the Event Center during the term of this Agreement or during any renewal term and receives from a prospective purchaser a bona fide offer to purchase, City shall first offer the Event Center for sale to Manager as follows:

(a) City shall give written notice to Manager stating the name of the prospective purchaser and the price of the proposed sale, together with a true copy of the offer from the prospective purchaser (the "Offer").

(b) Within thirty (30) days after the giving of notice of the proposed sale, Manager may elect to purchase the Event Center at the same price and on the same terms and conditions as contained in the Offer or upon terms and conditions no less favorable to City than those contained in the Offer. The election to purchase by Manager shall be exercised by written notice to City given within the foregoing thirty (30) day period.

(c) If Manager elects to purchase, the sale shall be closed on the date specified by Manager in the notice of election, which shall be not less than ninety (90) days after the giving of notice, or, at Manager's election, on the date, if any, specified as the closing date in the Offer.

10. PAYMENT OF TAXES AND UTILITIES. All personal property taxes, levies, assessments and similar charges (if any), on or relating to Event Center or its operations at the Event Center (“impositions”), shall be paid by City before delinquent or any fine, penalty, or interest is added thereto. In addition to the foregoing, City shall pay all utility charges assessed to the Event Center, including, but not limited to, water, sewer, Internet, telephone, electricity or gas.

11. MISCELLANEOUS.

11.1 Indemnity. Each party will use its best efforts to not do or permit any act or thing to be done on the Event Center which subjects the other party to liability or responsibility for injury, damage to persons or property or to any liability by reason of any violation of law or of any Requirements and shall use its best efforts to exercise such control over the Event Center so as to fully protect the other party against any such liability. In addition, to the fullest extent permitted by law, each party (Indemnitor) shall indemnify and save harmless the other party (Indemnitee) against and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, attorney fees and disbursements, which may be imposed upon or asserted against or reasonably incurred by Indemnitee, its agents, employees, officers or directors by reason of the acts or omissions of Indemnitor, unless the same shall have been caused solely by the negligent or willful acts of Indemnitee.

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11.2 Governing Law. The Agreement shall be construed under and shall be governed by the laws of the state of Oregon.

11.3 Compliance with Laws. Manager shall observe and strictly comply with all statutes, regulations, rules, ordinances, and other requirements of federal, state, and local governments with respect to the services to be provided under this Agreement at Manager’s sole cost and expense. Manager shall also comply with applicable provisions of the Oregon Public Contracting Code, ORS 279B.020, 279B.220, 279B.230, and 279B.235, as more particularly set forth in Exhibit B, attached hereto and incorporated herein by this reference.

11.4 Errors. Manager shall perform such additional work as may be necessary to correct Manager’s errors in the work required under this Agreement without undue delays and without additional cost.

11.5 Time of Essence. Time is of the essence for this Agreement and the performance of each of the terms hereof.

11.6 Headings. The headings used in this Agreement are inserted only for convenience and are in no way to be construed as a limitation on the scope of the particular provision to which they refer.

11.7 Notices. All notices, demands and other communications required or permitted under the provisions of this Agreement (“notice”) shall, unless otherwise specified, be in writing, sent by hand delivery, or by certified first class mail, postage prepaid, with return receipt required, to the following addresses:

As to City:

City of IndependenceAttn: Tom Pessemier555 S. Main StreetIndependence, Oregon 97351

As to Manager:

XXXXXX

or to such other address in the United States as the party to whom the notice is sent shall have designated in writing in accordance with the provision of this Section. Any such notice sent by mail shall be deemed effective when received. Any party to this Agreement may change its address by giving the other party written notice of its new address as herein provided.

11.8 Binding Effect. This Agreement shall be binding upon the successors and assigns of the parties hereto.

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11.9 Uncured Defaults. Upon request of either party, the other party shall execute a certificate stating whether or not this Agreement is in full force and effect, specifying the nature of any uncured defaults hereunder and specifying any amounts due and owing hereunder which have not been paid.

11.10 Arbitration. If any disputes, disagreements, or controversies arise between the parties pertaining to the interpretation, validity, or enforcement of this Agreement, the parties shall, upon the request of City, submit such dispute to binding arbitration under the Oregon Uniform Arbitration Act, ORS 36.600 et seq. Arbitration shall be requested by delivering to the other party a written request for arbitration. Within five (5) days of receipt of such request, the parties shall select a mutually agreeable arbitrator and designate mutually agreeable rules of arbitration. If the parties cannot agree upon an arbitrator within five (5) days, an arbitrator may be appointed by the presiding judge of the Polk County Circuit Court, upon the request of either party submitted in accordance with ORS 36.645. If the parties have not designated mutually agreeable rules of arbitration at such time as the arbitrator is appointed, the arbitrator shall adopt rules for the arbitration. The arbitrator’s decision shall be binding upon the parties.

Notwithstanding a dispute under this Agreement, whether occurring before or during arbitration, the Manager shall continue to perform the work pending resolution of a dispute, and fees will be collected and remitted as required by the Agreement.

11.11 Attorney Fees. If suit, action or any other proceeding is instituted in connection with this Agreement, including an action to collect any amount owing hereunder, or to enforce any covenant hereof, or an action to rescind this Agreement, the losing party agrees to pay such sum as the court may adjudge reasonable as attorney fees and costs to be allowed the prevailing party in such suit or action, and if any appeal is taken from any judgment or decree in such suit or action, the losing party agrees to pay such further sum as the appellate court shall adjudge reasonable as prevailing party's attorney fees on such appeal.

11.12 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent or for any reason be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

11.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute a single instrument.

11.14 Entire Agreement. The Agreement and the exhibits hereto, together with any instruments to be executed and delivered pursuant to this Agreement, contain all the promises, agreements, conditions, inducements and understandings between City and Manager as to the matters contained herein and covered hereby, and there are no promises, agreements, conditions,

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understandings, inducements, warranties or representations, oral or written, express or implied, between them other than as herein set forth or as may be expressly contained in any other written agreement executed by the parties hereto, or instruments executed by one party hereto and accepted by the other party hereto. All discussions leading up to and in consideration of this Agreement have been merged into this document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date

XXXXXXXBy: XXXXX

Name: _________________________Title

Date: ___________________, 2019

CITY OF INDEPENDENCE,an Oregon municipal corporation

By: Name: ___________________________Title: ___________________________

Date: ___________________, 2019

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EXHIBIT A

[Fee Schedule]

E x h i b i t A t o E v e n t C e n t e r M a n a g e m e n t A g r e e m e n t

EXHIBIT ___

ORS CHAPTER 279B PUBLIC CONTRACTING REQUIREMENTSFOR THE PURCHASE OF GOODS AND SERVICES

(1) Contractor shall pay promptly, as due, all persons supplying labor or materials for the prosecution of the work provided for in the contract, and shall be responsible for such payment of all persons supplying such labor or material to any Subcontractor. ORS 279B.220(1).

(2) Contractor shall promptly pay all contributions or amounts due the Industrial Accident Fund from such Contractor or Subcontractor incurred in the performance of the contract. ORS 279B.220(2).

(3) Contractor shall not permit any lien or claim to be filed or prosecuted against the Contracting Agency on account of any labor or material furnished and agrees to assume responsibility for satisfaction of any such lien so filed or prosecuted. ORS 279B.220(3).

(4) Contractor and any Subcontractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.617. ORS 279B.220(4).

(5) Contractor agrees that if Contractor fails, neglects or refuses to make prompt payment of any claim for labor or materials furnished to the Contractor or a Subcontractor by any person in connection with the contract as such claim becomes due, the City may pay such claim to the persons furnishing the labor or material and charge the amount of payment against funds due or to become due Contractor by reason of the contract. The payment of a claim in the manner authorized hereby shall not relieve the Contractor or his surety from his or its obligation with respect to any unpaid claim. If the City is unable to determine the validity of any claim for labor or material furnished, the City may withhold from any current payment due Contractor an amount equal to said claim until its validity is determined and the claim, if valid, is paid.

(6) Contractor shall promptly, as due, make payment to any person, copartnership, association, or corporation, furnishing medical, surgical and hospital care or other needed care and attention, incident to sickness or injury, to employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all monies and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. ORS 279B.230(1).

(7) All subject employers working under the contractor are either employers that will comply with ORS 656.017, or employers that are exempt under ORS 656.126. ORS 279B.230(2).

E x h i b i t B t o E v e n t C e n t e r M a n a g e m e n t A g r e e m e n t

(8) Contractor shall employ no person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where public policy absolutely requires it, and in such cases, Contractor shall pay the employee at least time and one-half pay for: 1) all overtime in 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater, except for individuals under personal service contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime; or 2) work performed on the legal holidays specified in a collective bargaining agreement. ORS 279B.235.

(9) The Contractor must give notice to employees who work on this contract in writing, 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 the days per week that the employees may be required to work. ORS 279B.235(2).

(10) All sums due the State Unemployment Compensation Fund from the Contractor or any Subcontractor in connection with the performance of the contract shall be promptly so paid. ORS 701.430.

(11) The contract may be canceled at the election of City for any willful failure on the part of Contractor to faithfully perform the contract according to its terms.

(12) Contractor certifies its compliance with all applicable state and local tax laws, including but not limited to ORS 305.385, ORS 305.620, ORS chapters 316, 317 and 318 and Chapter 539 Oregon Laws 2015 (SB 675). Contractor certifies it will continue to comply with all such tax laws during the term of this contract. Contractor’s failure to comply with such state and local tax laws prior to executing this contract or during the term of this contract constitutes a default for which City may terminate this contract and seek damages and other relief available under the terms of this contract or applicable law.

(13) Contractor certifies that it has not discriminated and will not discriminate against minorities, women, emerging small business enterprises or a business enterprise that is controlled by or that employs a disabled veteran as defined in ORS 408.225 in obtaining any required subcontractors. ORS 279A.110.

(14) As used in this section, “nonresident contractor” means a contractor that has not paid unemployment taxes or income taxes in the state of Oregon during the 12 calendar months immediately preceding submission of the bid for the contract, does not have a business address in this state, and stated in the bid for the contract that it was not a “resident bidder” under ORS 279A.120. When a public contract is awarded to a nonresident contractor and the contract price exceeds $10,000, the contractor shall promptly report to the Department of Revenue on forms to be provided by the department the total contract price, terms of payment, length of contract and such other information as the department may require before the bidder may receive final payment on the public contract. ORS 279A.120.

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