AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

CONTRACT NO. ___________

SHORT TITLE OF WORK PROJECT: The Bureau of Environmental Services Synergen Implementation

This contract is between the City of Portland, acting by and through its Elected Officials, hereafter called "City”, or “the Bureau of Environmental Services (BES)" and Synergen, Inc. hereafter called Contractor. The City's Project Manager for this contract is Debra Sea.

Effective Date and Duration

This contract shall become effective on October 20, 2004 (or on the date at which every party has signed this contract, whichever is later.) This contract shall expire, unless otherwise terminated or extended, on October 20, 2005.

Statement of Work

(a)  The statement of work is contained in EXHIBIT A attached hereto and by this reference made a part hereof.

(b)  The delivery schedule for the work is identified in EXHIBIT A.

Consideration

(a)  City agrees to pay Contractor a sum not to exceed $654,652 for accomplishment of the work.

(b)  Interim payments shall be made to Contractor according to the schedule identified in EXHIBIT A

Terms and conditions listed on pages 2 - 4.

===========================================================================================

CONTRACTOR DATA, CERTIFICATION, AND SIGNATURE

Name (please print):                      

Address:                          

Social Security #: _______________________________

Federal Tax ID #: _______________ State Tax ID #: _______________ Business License # _______________

Citizenship:  Nonresident alien ____ Yes  ____ No

Business Designation (check one): ____ Individual ____ Sole Proprietorship ____ Partnership ____ Corporation

____ Limited Liability Co (LLC) ____ Estate/Trust ____ Public Service Corp. ____ Government/Nonprofit

Payment information will be reported to the IRS under the name and taxpayer I.D. number provided above. Information must be provided prior to contract approval. Information not matching IRS records could subject you to 20 percent backup withholding.

I, the undersigned, agree to perform work outlined in this contract in accordance to the terms and conditions (listed on pages 2-4 and made part of this contract by reference) and the statement of work made part of this contract by reference; hereby certify under penalty of perjury that I/my business am not/is not in violation of any Oregon tax laws; hereby certify that my business is certified as an Equal Employment Opportunity Affirmative Action Employer as prescribed by Chapter 3.100 of Code of the City of Portland; and hereby certify I am an independent contractor as defined in ORS 670.600.

Approved by the Contractor:  _______________________________________    _____________________

         Signature/Title          Date

==========================================================================================

CITY OF PORTLAND SIGNATURES

Approved by Mayor or Commissioner:    _______________________________________________________              Elected Official or Delegate        Date

Approved by City Auditor:    _______________________________________________________

         City Auditor          Date

Approved as to form

by City Attorney:      _______________________________________________________

       Office of City Attorney        Date

Page 1 of 7                    Rev. 09/03

CITY OF PORTLAND

STANDARD CONTRACT PROVISIONS FOR

PROFESSIONAL, TECHNICAL & EXPERT SERVICES (MANDATORY PROVISIONS)

1.  Access to Records

The Contractor shall maintain, and the City of Portland ("City") and its duly authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts, and transcripts for a period of three years after final payment. Copies of applicable records shall be made available upon request. Payment for cost of copies is reimbursable by the City.

2.  Audits

(a) The City, either directly or through a designated representative, may conduct financial and performance audits of the billings and services specified in this agreement at any time in the course of the agreement and during the three (3) year period established by section 1, Access to Records. Audits will be conducted in accordance with generally accepted auditing standards as promulgated in Government Auditing Standards by the Comptroller General of the United States General Accounting Office.

(b) If an audit discloses that payments to the Contractor were in excess of the amount to which the Contractor was entitled, then the Contractor shall repay the amount of the excess to the City.

(c) If any audit shows performance of services is not efficient in accordance with Government Auditing Standards, or that the program is not effective in accordance with Government Auditing Standards, the City may pursue remedies provided under section 5, Early Termination of Agreement and section 7, Remedies.

3.  Effective Date and Duration

The passage of the contract expiration date (as recorded on reverse side) shall not extinguish, prejudice, or limit either party's right to enforce this contract with respect to any default or defect in performance that has not been cured.

4.  Funds

The City certifies that sufficient funds are available and authorized for expenditure to finance the cost of this contract.

5.  Early Termination of Agreement

(a) The City and the Contractor, by mutual written agreement, may terminate this Agreement at any time.

(b) The City, on thirty (30) days written notice to the Contractor, may terminate this Agreement for any reason deemed appropriate in its sole discretion.

(c) Either the City or the Contractor may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party's intent to terminate. If the party has not entirely cured the breach within fifteen (15) days of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination.

6.  Payment on Early Termination

(a) In the event of termination under subsection 5(a) or 5(b), Early Termination of Agreement hereof, the City shall pay the Contractor for work performed in accordance with the Agreement prior to the termination date.

(b) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the Contractor due to a breach by the City, then the City shall pay the Contractor as provided in subsection (a) of this section.

(c) In the event of termination under subsection 5(c), Early Termination of Agreement hereof, by the City due to a breach by the Contractor, then the City shall pay the Contractor as provided in subsection (a) of this section, subject to set off of excess costs, as provided for in section 7(a), Remedies.

(d) In the event of early termination all of the Contractor's work product (not to include software application enhancements that are governed by the software license agreement and owned by Synergen) will become and remain property of the City.

7.  Remedies

(a) In the event of termination under subsection 5(c), Early Termination of Agreement, hereof, by the City due to a breach by the

Contractor, then the City may complete the work either itself, by agreement with another contractor or by a combination thereof. In the event the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this contract, then the Contractor shall pay to the City a reasonable amount of the excess that is agreed to by both parties and will not exceed the total compensation value of the Agreement. If agreement is not reached, then the parties shall resolve the dispute pursuant to paragraph 29.

(b) The remedies provided to the City under section 5, Early Termination of Agreement and section 7, Remedies for a breach by the Contractor shall not be exclusive. The City also shall be entitled to any other equitable and legal remedies that are available.

(c) In the event of breach of this Agreement by the City, then the Contractor's remedy shall be limited to termination of the Agreement and receipt of payment as provided in section 5(c), Early Termination of Agreement and section 6(b), Payment on Early Termination hereof.

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8.  Subcontracts and Assignment

Contractor shall not subcontract, assign or transfer any of the work scheduled under this agreement, without the prior written consent of the City which shall not be unreasonably withheld. Notwithstanding City approval of a subcontractor, the Contractor shall remain obligated for full performance hereunder, and the City shall incur no obligation other than its obligations to the Contractor hereunder. The Contractor agrees that if subcontractors are employed in the performance of this Agreement, the Contractor and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

9.  Compliance with Applicable Law

In connection with its activities under this Agreement, Contractor shall comply with all applicable federal, state and local laws and regulations. Contractor shall complete Exhibit B, Independent Contractor/Workers’ Compensation Insurance Questionnaire, which is attached hereto and by this reference made a part hereof.

9a.  Indemnity - Claims for Other than Professional Liability

Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions of whatsoever nature, including intentional acts, resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this agreement.

9b.  Indemnity - Claims for Professional Liability

Contractor shall defend, save, and hold harmless the City of Portland, its officers, agents, and employees, from all claims, suits, or actions arising out of the professional negligent acts, errors or omissions of Contractor or its subcontractors and sub-consultants, agents or employees in performance of professional services under this agreement.

9c.  Indemnity - Standard of Care

If Contractor's services involve engineering or consulting, the standard of care applicable to Contractor's service will be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time such services are performed. Contractor will re-perform any services not meeting this standard without additional compensation.

The foregoing indemnities (a, b and c) shall not apply unless: (a) Synergen is notified promptly in writing by City of any notice of such claim and is given the exclusive authority required for the defense of such claims and reasonable assistance from City in defending such claims, at Synergen’s expense, and (b) should the provision of any Professional Service become, or in Synergen’s opinion become, the subject of any such claim, City shall permit Synergen either to procure for City the right to continue the benefit of such Professional Service with services that are non-infringing, or grant City credit for such Professional Services,

10.  Insurance

Exhibit C is hereby referenced and made a part of this contract.

11.  Ownership of Work Product

All work products of the Contractor which result from this contract are the exclusive property of the City. The services work product does not include software application enhancements that are governed by the Software License Agreement and owned by Synergen

12.  Nondiscrimination

Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Contractor also shall comply with the Americans With Disabilities Act of 1990 (Pub I. No. 101-336) including Title II of that Act, ORS 659.425, and all regulations and administrative rules established pursuant to those laws.

13.  Successors in Interest

The provisions of this contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and approved assigns.

14.  Severability

The parties agree that if any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.

15.  Waiver

The failure of the City to enforce any provision of this contract shall not constitute a waiver by the City of that or any other provision.

16.  Errors

The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this contract without undue delays and without additional cost.

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17.  Governing Law

The provisions of this contract shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this contract must be brought in the appropriate court in Multnomah County Oregon.

18.  Amendments

All changes to this contract, including changes to the scope of work and contract amount, must be made by written amendment and approved by the Purchasing Agent to be valid. Any amendment that increases the original contract amount by more than 25% must be approved by the City Council to be valid.

19.  Business License

The Contractor shall obtain a City of Portland business license as required by PCC 7.02 prior to beginning work under this Agreement. The Contractor shall provide a business license number in the space provided on page one of this Agreement.

20.  Prohibited Interest

(a) No City officer or employee during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

(b) No City officer or employee who participated in the award of this Agreement shall be employed by the Contractor during the period of the Agreement.

21.  Payment to Vendors and Subcontractors

The Contractor shall timely pay all suppliers, lessors and contractors providing it services, materials or equipment for carrying out its obligations under this Agreement. The Contractor shall not take or fail to take any action in a manner that causes the City or any materials that the Contractor provides hereunder to be subject to any claim or lien of any person without the City's prior written consent.

Merger Clause

THIS CONTRACT AND THE ATTACHED EXHIBIT AND FORMS, AND SEPARATELY EXECUTED SOFTWARE LICENSE AGREEMENT AND MAINTENANCE AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION, OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION, OR CHANGE IF MADE, SHALL BE EFFECTIVE ONLY IN SPECIFIC INSTANCES AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY THE SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE OR SHE HAS READ THIS CONTRACT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

OPTIONAL PROVISIONS (selected by City Project Manager)

22.  Arbitration: /_X__/ Not Applicable /___/ Applicable (consult with City Attorney’s Office before finalizing as applicable)

(a) Any dispute arising out of or in connection with this Agreement, which is not settled by mutual agreement of the Contractor and the City within sixty (60) days of notification in writing by either party, shall be submitted to an arbitrator mutually agreed upon by the parties. In the event the parties cannot agree on the arbitrator, then the arbitrator shall be appointed by the Presiding Judge (Civil) of the Circuit Court of the State of Oregon for the County of Multnomah. The arbitrator shall be selected within thirty (30) days from the expiration of the sixty (60) day period following notification of the dispute. The arbitration, and any litigation arising out of or in connection with this Agreement, shall be conducted in Portland, Oregon, shall be governed by the laws of the State of Oregon, and shall be as speedy as reasonably possible. The applicable arbitration rules for the Multnomah County courts shall apply unless the parties agree in writing to other rules. The arbitrator shall render a decision within forty-five (45) days of the first meeting with the Contractor and the City. Insofar as the Contractor and the City legally may do so, they agree to be bound by the decision of the arbitrator.

(b) Notwithstanding any dispute under this Agreement, whether before or during arbitration, the Contractor shall continue to perform its work pending resolution of a dispute, and the City shall make payments as required by the Agreement for undisputed portions of work.

23.  Progress Reports: /_x__/ Applicable /___/ Not Applicable

The Contractor shall provide monthly progress reports to the Project Manager as provided in the statement of work in the invoice instructions

24.  Contractor's Personnel: /___/ Applicable / X___/ Not Applicable

The Contractor shall assign the following personnel to do the work in the capacities designated: If applicable, list selected personnel in Exhibit A.

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25. Payment Instructions

Invoices will be submitted upon achieving the indicated project milestones and/or deliverables. Invoices shall list as lines items: deliverable number, dates work completed, detailed accomplishments and dollar amount and shall contain copies of documents and proof of expenditures on behalf of the City. Invoices are payable upon receipt. Interest of one percent per month shall be payable on any undisputed amounts not paid within thirty (30) days of date of receipt. Invoices shall be submitted in original and one copy to:

City of Portland, Bureau of Environmental Services

Attn: Debra Sea

1120 S.W. 5^th Avenue, Suite 1000

Portland, Oregon 97204-1926

26. Force Majeure

In the event that a party to this Agreement claims that a Force Majeure prevents that party from performing its obligations, the party who is prevented from performing its obligations shall immediately give written notice to the other party. Upon receipt of such notice, and provided that a Force Majeure exists, the obligation to perform those obligations prevented by a Force Majeure are excused, provided that the affected party uses its best efforts to resume performance as soon as practicable.

27. City caused delays

(a) Except as provided in Section 27, Force Majeure, Synergen shall notify the City, in writing, of any delays in Synergen’s performance caused by City that impact Synergen’s ability to meet a milestone date as described in Exhibit A, Statement of Work, within ten (10) Business Days from the beginning of such delay. If City determines that the facts justify an extension of time and/or additional compensation, this Agreement will be modified in accordance with Section 18, Ammendments.

(b) If City agrees that it is solely responsible for part or all of the delay, the City shall inform Synergen of its determination and Synergen is then entitled to file a claim with the City for additional compensation and/or additional time to complete the work required by this Agreement. Such claims shall be submitted to the City within thirty (30) Business Days of the City’s response and shall be accompanied by supporting documentation supporting Synergen’s claim. During the pendency of any claim, Synergen shall continue with the work required by this Agreement. If the parties fail to reach a resolution of such claim after thirty (30) Business Days, the parties will move to resolve the dispute in accordance with Section 30, Disputes.

(c) City may at its discretion, in lieu of granting an extension of time, and providing Synergen resources are available, require Synergen to regain any lost time to the project schedule whereby City shall compensate Synergen for all additional reasonable costs incurred thereby.

28. Synergen caused delays

(a) Milestones. In the event it appears that Synergen will fail to meet an estimated or adjusted milestone date set forth in Exhibit A, Statement of Work as a result of its own delay, Synergen promptly shall notify the City how it intends to recover lost time so that the date of go-live will not be delayed. If it appears that Synergen will fail to meet any estimated or adjusted milestone date by more than thirty (30) calendar days, Synergen’s notice shall be in writing and shall provide a plan of how to recapture the lost time so that the date of go-live is not delayed. Project schedule changes do not require an amendment to the contract.

(b) Disputes. In the event that the parties have a dispute regarding delay or entitlement to an extension of any estimated milestone date, then such disputes shall be handled as provided in Section 30 Disputes.

(c) Remedies: The remedies in this paragraph are in addition to the remedies specified elsewhere in this Agreement.

29. Disputes

The parties recognize and acknowledge the importance of promptly addressing any dispute with respect to the interpretation of any provision of this Agreement or with respect to the performance by either party. Each party agrees to work together in good faith to resolve any disputes. If the parties’ designated representatives are unable to resolve a dispute, either party may make a request, in writing, that the dispute be escalated to Synergen’s Vice President of Operations and City’s BES Technology Manager or their designee for their review and resolution. If the dispute is not resolved by Synergen’s Vice President of Operations and City’s BES Technology Manager or their designee within thirty (30) Business Days after receipt of a written request, each party shall be free to resolve the dispute through court action or other such remedies that are available to it under this Agreement or applicable law.

Page 5 of 7                    Rev. 09/03

31. Right to Audit

Synergen shall keep all records related to its performance under this Agreement for a minimum of three (3) years. At any time during performance of this Agreement and for three (3) years after the completion or termination of this Agreement, the City or its audit representatives may, upon thirty (30) Business Days prior written notice, enter onto the offices of Synergen and examine, reproduce and audit Synergen’s work, books, data and related records regarding Synergen’s performance under this Agreement.

If any of the payments under this Agreement are based on costs incurred, Synergen shall keep accurate and complete accounting records in support of all cost billings to City in accordance with generally recognized accounting principles and practices. For a minimum of three (3) years, City, or its audit representatives, shall have the right at any reasonable time or times to examine audit and reproduce the records, vouchers and their source documents, which, serve as the basis for compensation other than compensation that is fixed in amount by this Agreement. Such documentation shall be available for examination, audit and reproduction for three (3) years after the completion or termination of this Agreement.

Failure to make such records available in accordance with this Agreement shall constitute a material breach of the Agreement.

Synergen will provide regularly published Synergen, Inc. financial statements upon request to the City as long as they are treated confidentially pursuant to paragraph 37.

32. Notice

Notices pursuant to this Agreement shall be sent by courier, overnight delivery service, or certified mail, return receipt requested to the addresses indicated in this Section. Notices shall be deemed effective on delivery.

For City:          For Synergen:

City of Portland  Synergen Inc.

Attn: Debra Sea  Attn: Pete Kaminski

1120 S.W. 5^th Avenue  2121 North California Blvd.

Suite 1250  Suite 800

Portland, OR 97204  Walnut Creek, CA 94596-7306

Phone: (503) 823-7084  Phone: (925) 935-7670

Fax: (503) 823- 3132  Fax: (925) 935-9748

email:  email :

debras@bes.ci.portland.or.us  pete.kaminski@synergen.com

Each party may, by written notice, change the name or address for delivery of notices.

33. Survival beyond completion

The representations, warranties, indemnifications, and confidentiality provisions of this Agreement and any other provisions of this Agreement that, by their nature, survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

34. Rules of construction

Headings are inserted for convenience only and shall not affect the meaning of the text. References to the singular include the plural and vice versa. If there is any conflict or inconsistency between the terms and conditions of this Agreement and its exhibits and attachments, the terms and conditions of this Agreement shall prevail. It is agreed by the parties that the terms and conditions of this Agreement represent the good faith negotiations of each party. Each party waives its right to request a court of law to strictly interpret this Agreement, in parts or whole, in favor of one party over the other.

35. Facility and Personnel Access: City agrees to grant Synergen access to City’s facilities and personnel concerned with the operation of the Software as and to the extent reasonably determined by City to enable Synergen to provide services. Synergen will ensure that all employees, contractors and other persons providing any Professional Services on any premises of City comply with all employee rules of conduct of City, including but not necessarily limited to all security and safety procedures and policies.

Page 6 of 7                    Rev. 09/03

36. Confidential Information: The parties acknowledge that each party may acquire information and material that is the other party’s confidential, proprietary or trade secret information. As used herein, “Confidential Information” includes, but is not limited to, all confidential technical and business information relating to the Synergen Series Software, the Professional Services, research and development, implementation processes, costs, profit or margin information, marketing, production and future business plans of either party. The parties’ respective obligations, subject to the State of Oregon’s Public Records Law with respect to Confidential Information also extend to any third party’s proprietary or confidential information disclosed to such party by the other party in the course of performance of this Agreement. Confidential Information must be identified in writing at the time of disclosure by an appropriate legend, marking, stamp or other positive written identification on the face thereof to be proprietary to the disclosing party and for information transmitted orally or audibly must be confirmed as Confidential Information by a written summary submitted by the disclosing party to the receiving party within thirty days after oral or audible transmission thereof.

37. Nondisclosure: Each party agrees to take all steps reasonably necessary to hold in trust and confidence the other party’s Confidential Information. Each party agrees to hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as otherwise permitted under this Agreement. Each party will limit the disclosure of the Confidential Information to employees, directly related subcontractors with a need to know who: (i) have been advised of the confidential nature thereof; and (ii) have acknowledged the express obligation to maintain such confidentiality.

38. Exceptions: Notwithstanding the other provisions of this Agreement, information and material received by one party from the other party will not be considered to be Confidential Information if: (i) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has been rightfully received by the receiving party from a third party without confidential limitations; (iii) it has been independently developed by the receiving party by personnel having no access to the Confidential Information; or (iv) it was known to the receiving party prior to its first receipt from the disclosing party.

39. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL SYNERGEN'S LIABILITY TO CITY EXCEED THE AMOUNTS PAID BY CITY TO SYNERGEN UNDER THIS AGREEMENT.

Page 7 of 7                    Rev. 09/03

AGREEMENT FOR PROFESSIONAL, TECHNICAL, OR EXPERT SERVICES

EXHIBIT A

Statement of the Work

and

Payment Schedule

See attached Statement of Work document (next page)

Proposed Payment Schedule

The proposed payment schedule is based on the completion of specific deliverables described in detail in the statement of work. The schedule is proposed at this time because of uncertainty as to the actual project start date.

EXHIBIT B

INDEPENDENT CONTRACTOR CERTIFICATION STATEMENT

SECTION A

CONTRACTOR CERTIFICATION I, undersigned, am authorized to act on behalf of entity designated below, hereby certify that entity has current Workers' Compensation Insurance.

 Signature_________________________________ Date_________________________ Entity_______________________

SECTION B

ORS 670.600 Independent contractor; standards. As used in various provisions of ORS Chapters 316, 656, 657, and 701, an individual or business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an "independent contractor" if the standards of this section are met. The contracted work meets the following standards:

1.  The individual or business entity providing the labor or services is free from direction and control over the means and manner of providing the labor or services, subject only to the right of the person for whom the labor or services are provided to specify the desired results;

2.  The individual or business entity providing labor or services is responsible for obtaining all assumed business registrations or professional occupation licenses required by state law or local government ordinances for the individual or business entity to conduct the business;

3.  The individual or business entity providing labor or services furnishes the tools or equipment necessary for performance of the contracted labor or services;

4.  The individual or business entity providing labor or services has the authority to hire and fire employees to perform the labor or services;

5.  Payment for the labor or services is made upon completion of the performance of specific portions of the project or is made on the basis of an annual or periodic retainer.

 ____________________________________________________________________  ____________________________

 Project Manager Signature              Date

_____________________________________________________________________________________________________________________

SECTION C

Independent contractor certifies he/she meets the following standards:

1.  The individual or business entity providing labor or services is registered under ORS Chapter 701, if the individual or business entity provides labor or services for which such registration is required;

2.  Federal and state income tax returns in the name of the business or a business Schedule C or form Schedule F as part of the personal income tax return were filed for the previous year if the individual or business entity performed labor or services as an independent contractor in the previous year; and

3.  The individual or business entity represents to the public that the labor or services are to be provided by an independently established business. Except when an individual or business entity files a Schedule F as part of the personal income tax returns and the individual or business entity performs farm labor or services that are reportable on Schedule C, an individual or business entity is considered to be engaged in an independently established business when four or more of the following circumstances exist. Contractor check four or more of the following:

_____  A.  The labor or services are primarily carried out at a location that is separate from the residence of an individual who performs the labor or services, or are primarily carried out in a specific portion of the residence, which portion is set aside as the location of the business;

_____  B.  Commercial advertising or business cards as is customary in operating similar businesses are purchased for the business, or the individual or business entity has a trade association membership;

_____  C.  Telephone listing and service are used for the business that is separate from the personal residence listing and service used by an individual who performs the labor or services;

_____  D.  Labor or services are performed only pursuant to written contracts;

_____  E.  Labor or services are performed for two or more different persons within a period of one year; or

_____  F.  The individual or business entity assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

 ____________________________________________________________________  ____________________________

 Contractor Signature              Date

EXHIBIT B                    Rev. 09/03

EXHIBIT C

INSURANCE (The Project Manager must answer and initial 2, 3, and 4 below).

During the term of this contract Contractor shall maintain in force at its own expense, each insurance noted below:

1.  Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers (contractors with one or more employees, unless exempt under ORS 656.027).

2.  _X____ Required and attached or Waived by City Attorney :_______

General Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract, and shall provide that City of Portland, and its agents, officers, and employees are Additional Insured but only with respect to the Contractor's services to be provided under this Contract:

3.  _ X____ Required and attached or Waived by City Attorney : _______                

Automobile Liability insurance with a combined single limit of not less than $500,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired, or nonowned vehicles, as applicable:

4.  ___X__ Required and attached or Waived by City Attorney : ______

Professional Liability insurance with a combined single limit of not less than $1,000,000 each claim, incident, or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

5.  On all types of insurance. There shall be no cancellation, material change, reduction of limits, or intent not to renew the insurance coverage(s) without 30-days written notice from the Contractor or its insurer(s) to the City.

6.  Certificates of insurance. As evidence of the insurance coverages required by this contract, the Contractor shall furnish acceptable insurance certificates to the City at the time contractor returns signed contracts. The certificate will specify all of the parties who are Additional Insured and will include the 30-day cancellation clause that provides that the insurance shall not terminate or be cancelled without 30 days written notice first being given to the City Auditor. Insuring companies or entities are subject to City acceptance. If requested, complete policy copies shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance.