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~ orders, supplementary drawinas.a~id specifications as cnay be required to memorialize the <br />construction document development phase and the costs associated there~vith. <br />4.3 Emplovees <br />jv~~..~~ yc~ <br />All individuals utilized by B~e~e-F in performing its obligations under this <br />a«y~ r- M;a uu. r <br />Agreement shall be employees of~a~~a~ and not Owner; and ~s°"~shall be responsible <br />for all wages, salaries, benefits, profit sharing, vacations, or any other form of compensation or <br />benefit owed to such employees and for all withholding, workers' compensation insurance, and <br />any other payment owed to a governmental entity on account of such employment. <br />k~..u ~j ~ ~ <br />Individuals utilized by ~~€~ to perform key roles on this Project shall, so <br />M~ r <br />long as they remain in the employ of the~~+~~, Perform in those roles for the duration of <br />this Agreement, unless agreed othen~vise in advance, in writing by the Owner, which agreement <br />shall not be unreasonably withheld or delayed. The O~vner shall have the right to appro~~e <br />~, ~. ~ - ~ <br />persons proposed by the ~ to replace such key individuals, which approval shall not be <br />unreasonably ~vithheld or delayed. <br />r..~,,;~~ay, ~ <br />-~3~~e~ec shall provide workers' compensation coverage before labor under this <br />Agreement commences for all individuals employed by~gr who are not exempt from <br />.r~~., ., ~. ,~ ~ ~ <br />coverage. <br />~ <br />4.4 Conformance to Law <br />~U~na~;r <br />Throughout the Term of this Agreement, ~~'~' shall obtain and hold all <br />governmental licenses, authorizations, and permits necessary to its performance of its obligations <br />a.~ -. <br />under this Agreement. ~~~e~ shall, in performing its obligations under this Agreement, <br />comply with all Applicable La„~s or governmental rules or regulations. Without in an}~ manner <br />limiting the a~pplicability of the foreaoing, to the extent the following are applicable to <br />Xw~i '; T" ~u t' a ~ <br />N~~"'°~, De~e~a~`~ shall comply ~vith the same; the provisions of ORS 279.312, 279.314, <br />279.316 and 279.320, which are attached as Exhibit B, as required by Oregon la~~~, and FTA <br />Requirements if, and to the extent, required by federal law. Owner shall also comel~• «•ith all <br />Applicable Laws. This Agreement shall be governed by and construed in accordance ~vith the <br />laws of the State of Oregon. Any litigation between the Owner-and the ~~~`~arising out of <br />or related to this Agreement shall be brought and maintained only in the Circuit Court of Marion <br />County in Salem, Oregon. <br />4.5 Payin~ AQent <br />MU~~~Se~ h~,.,u~~~ <br />-13~~ shall not be responsible for holdina funds of O~t~ner. ~l€~ shall <br />be responsible for processing all Project related invoices, tal:ing reasonable steps to re~~ie«~ the <br />accuracy and validity of all invoices, and will for~vard all approved invoices to O~~~ner for <br />paymcnt. <br />~ 4.6 Contract Coordination <br />~~~-~;-9o_Rr_u <br />