00013850 ESB_RFCQ_Attachments.docx

ATTACHMENT A –SAMPLE AGREEMENT FORM

PROSPECTIVE CONTRACTOR INSTRUCTIONS: Do not submit this document with your Competitive Quote. If you are the successful prospective Contractor, ODOT will fill in the blanks within this form and request your signature, which will represent your agreement to enter into a contract. PLEASE NOTE: There are some terms in this document that you will be agreeing to should you be awarded a contract; for instance, completion dates and liquidated damages. Please make sure you have read and understand this document before you submit a Competitive Quote.

STATE OF OREGON SERVICES AGREEMENT FORM

for the project

ESB Hwy 62 MP 31 Paving and Subgrade Drainage

Contract Number

Resulting from Request for Competitive Quotes No. S-73000-00013850

Note: The Contract described in this agreement form is not a Public Improvement contract as defined in Oregon’s procurement code. However, ODOT has chosen to use the State of Oregon General Conditions for Public Improvement Contracts (“General Conditions”) as the governing terms and conditions for this contract. When the terms “Public Improvement Agreement” or “Public Improvement Agreement Form” are used in the General Conditions, for this contract those terms mean “Services Agreement” or “Services Agreement Form.”

This Agreement (the “Agreement”), made by and between the State of Oregon, acting by and through the Department of Transportation, hereinafter called OWNER, and_____________________________________ hereinafter called CONTRACTOR, (collectively the “Parties”) shall become effective on the date this Agreement has been signed by all the Parties and all required State of Oregon governmental approvals have been obtained, whichever is later. Unless otherwise defined in the in this Agreement or its attachments, the capitalized terms used herein are defined in Section A.1 of the State of Oregon General Conditions for Public Improvement Contracts.

WITNESSETH:

1. Contract Price, Contract Documents and Work.

CONTRACTOR, in consideration of the sum of $_____________________ (the “Contract Price”), to be paid to CONTRACTOR by OWNER in the manner and at the time hereinafter provided, and subject to the terms and conditions provided in the Contract Documents, all of which are incorporated herein by reference, hereby agrees to perform all Work described and reasonably inferred from the Contract Documents. CONTRACTOR understands and agrees that various provisions incorporated from websites and Attachments to the Request for Competitive Quotes and other Contract Documents were not physically attached but were and are incorporated by reference and have the same force and effect as if fully set forth therein.

CONTRACTOR shall perform the Work for the Contract Price pursuant to the Request for Competitive Quotes identified above (including all Addenda thereto, if any), CONTRACTOR’S response to the Request for Competitive Quote, and the following attachments to the Request for Competitive Quotes, which were posted in OregonBuys as part of the Request for Competitive Quotes advertisement and are incorporated into the Contract by this reference:

ATTACHMENTS INCORPORATED FROM WEBSITES:

Oregon Bureau of Labor and Industries Prevailing Wage Rates for Public Contracts Prevailing Wage Rate Book as amended applicable to projects first advertised for bid on January 5, 2025 and as amended April 5, 2025 for Work that will take place in Jackson County, BOLI Region 8, available at: https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx

ODOT’s Conflict of Interest Guidelines are available on ODOT’s website (see Guidance, Policy & Resources) and are incorporated into this Contract: http://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx

The Contract Price includes: Competitive Quote items #1 – 9

2. Representatives.

Unless otherwise specified in the Contract Documents, OWNER designates the person listed below as its Authorized Representative in the administration of the Contract. The Owner’s Authorized Representative shall be the initial point of contact for matters related to performance, payment, authorization, and to carry out the responsibilities of OWNER. CONTRACTOR has named _______________________________________ its authorized representative to act on its behalf.

Owner’s Authorized Representative:

Name: Adam O. Stallsworth Position: Project Manager Address: 100 Antelope Road City state Zip: White City, Oregon 97503 Phone: 541-890-2620 Email: Adam.O.Stallsworth@odot.oregon.gov

3. Contract Dates (See the General Conditions for definitions of Substantial and Final Completion):

Substantial Completion Date: June 30, 2025 Final Completion Date: June 30, 2025

4. Liquidated Damages.

Failure to achieve Substantial Completion by the time specified above for Substantial Completion will result in damage to OWNER. Since actual damage will be difficult to determine, it is agreed that CONTRACTOR shall pay to OWNER, not as a penalty but as liquidated damages, $100.00 per calendar day for each day elapsed in excess of the Substantial Completion date specified in Section 3 of this Agreement until Substantial Completion is achieved.

5. Certifications.

(a) Contractor certifies, in accordance with ORS 279A.112, that it has in place a policy and practice of preventing sexual harassment, sexual assault and discrimination against employees who are members of a “protected class”. As a material term and condition of this Agreement, Contractor must maintain, throughout the duration of this Agreement, a policy and practice that complies with ORS 279A.112, including but not limited to, giving employees written notice of the Contractor’s policy and practice.

(b) Contractor certifies that Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

(c) Contractor certifies that all subcontractors performing Work described in ORS 701.005(2) (i.e., construction Work) will be registered with the Oregon Construction Contractors Board or licensed by the Oregon State Landscape Contractors Board in accordance with ORS 701.035 to 701.055 before the subcontractors commence Work under the Contract.

(d) Contractor certifies that it is certified by the State of Oregon as an “Emerging Small Business” per the guidelines of the Certification Office for Business Inclusion and Diversity (“COBID”), that it will comply with all requirements of the Emerging Small Business Assistance Program under Oregon Revised Statute (ORS) 200.160 through ORS 200.200, and that it will perform at least 51 percent of the labor for the Work using the Contractor's own workforce.

(e) Contractor has a Qualifying Drug Testing Program in place for its employees that includes, at a minimum, the following: (i) A written employee drug testing policy, (ii) Required drug testing for all new Subject Employees or, alternatively, required testing of all Subject Employees every 12 months on a random selection basis, and (iii) Required testing of a Subject Employee when the Offeror has reasonable cause to believe the Subject Employee is under the influence of drugs.

6. Integration.

THE CONTRACT DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THE 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 THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO OTHER UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT IT HAS READ THE CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

In witness whereof, OWNER executes this Agreement and CONTRACTOR does execute the same as of the day and year indicated below.

CONTRACTOR’S INFORMATION:

NAME & ADDRESS: __

CONTACT INFORMATION: __

CONTRACTOR’S CCB #: __ CCB EXPIRATION DATE: __

CONTRACTOR’S ESB #: ___

CONTRACTOR’S AUTHORIZED SIGNATURE:

Title Date

OWNER’S AUTHORIZED SIGNATURE:

Title Date

Exhibit 1

SPECIFICATIONS AND SPECIAL PROVISIONS

Crater Lake Hwy 62 Mp 31 Grinding, Striping, Paving and Drainage Jackson County

WORK TO BE DONE

Work to be done under this Contract consists of the following:

· Pavement replacement eight inches deep.

· Restriping of the roadway

· Installation of sub surface French Drains pipes

· Replacement of base aggregate as required.

It is the contractor’s responsibility to determine utility or facility conflicts and contact and coordinate with the appropriate utility company or government agency. All utility involvement shall be considered incidental to the project and no separate payment will be made.

Project Manager Adam O. Stallsworth Oregon Department of Transportation Region 3 District 8 100 Antelope Road White City, Oregon.

541-890-2620

ESTIMATED QUANTITIES: All quantities are estimated and are for bidding purposes only. The Oregon Department of Transportation (ODOT) reserves the right to adjust quantities; add or delete items of work as needed.

Additional Specifications

Comply with the “State of Oregon Standard Conditions for Public Improvement Contracts.” Supplemental specifications which are applicable to the work on this project are the Oregon Department of Transportation’s Standard Specifications for Highway Construction 2024, or as modified by the Special Provisions. https://www.oregon.gov/odot/Business/Specs/2024_STANDARD_SPECIFICATIONS.pdf

NOTE: The “State of Oregon Standard Conditions for Public Improvement Contracts” take precedence over all other specifications. (http://www.oregon.gov/ODOT/HWY/SPECS/index.shtml)

Temporary Work Zone Traffic Control:

All traffic control devices and measures shall comply with the 2009 Manual on Uniform Traffic Control Devices (http://mutcd.fhwa.dot.gov/) and ODOT Standard Drawings (http://www.odot.state.or.us/techserv/roadway/specs/home.htm).

SPECIAL PROVISIONS

SECTION 00210 - MOBILIZATION

Comply with Section 00210 of the Standard Specifications.

SECTION 00220 - ACCOMMODATIONS FOR PUBLIC TRAFFIC

Comply with Section 00220 of the Standard Specifications modified as follows:

00220.40(e-1) Closed Lanes - Replace this subsection, except for the subsection number and title, with the following:

Single Lane Closures – One Traffic Lane in the lane of work on the Crater lake Highway 62 may be closed during the following times:

Daily, Monday through Friday, all day.

SECTION 00225 - WORK ZONE TRAFFIC CONTROL

Comply with Section 00225 of the Standard Specifications modified as follows:

00225.01(c) Standards - Add the following bullet to the end of the bullet list:

· ODOT "Traffic Control Plans Design Manual", available on the ODOT Traffic Control Plans Unit website.

00225.02 General Requirements - In the paragraph that begins "Work may be suspended…", replace the sentence that begins "Costs for work performed…" with the following sentence:

Costs for work performed by the Agency may be deducted from monies due the Contractor.

Add the following to the end of this subsection:

Install a 54 inch "TRUCKS LEAVING HIGHWAY XXXX FT" sign in advance of each entrance point to the work area at sign spacing “A” from the “TCD Spacing Table” shown on the standard drawings. Install a 54 inch "TRUCKS ENTERING HIGHWAY XXXX FT" sign in advance of each exit point from the work area at sign spacing “A” from the “TCD Spacing Table” shown on the standard drawings.

Install "ROAD WORK AHEAD" (W20‑1‑48) signs with "FINES DOUBLE" (R2‑6‑36) rider on the Crater Lake Highway, according to the "TCD Spacing Table" shown on the standard drawings or as modified by the supplemental drawings except do not install the "FINES DOUBLE" rider on concrete barrier mounted signs.

Install beyond each end of the Project, facing outgoing traffic, an "END ROAD WORK" (CG20‑2A‑24) sign a distance of (A ÷ 2) according to the "TCD Spacing Table" shown on the standard drawings or as modified by the supplemental drawings.

When the horizontal clearance for the roadway is less than 19 feet, install horizontal clearance (CW21‑12‑48) signs, identifying the narrowest width of the roadway. Locate these horizontal clearance signs as shown or as directed.

00225.10 General - In the paragraph that begins "Evaluate the condition…", replace the first sentence with the following sentence:

Evaluate the condition of TCD using the criteria shown in the most current version in effect of the American Traffic Safety Services Association (ATSSA) publication titled "Quality Guidelines for Temporary Traffic Control Devices and Features", available from the ATSSA website at www.atssa.com.

00225.11(c-1) Temporary Signs - Replace the bullet that begins "Type 2 riprap geotextile…" with the following bullet:

· Geotextile fabric

00225.29 Pilot Cars - Replace the bullet that begins " No smaller than…" with the following bullet:

· No smaller than a compact pickup truck.

00225.32 Traffic Control Supervisor -

Replace the paragraph that begins "Do not designate the Project Superintendent…" with the following paragraph:

When the bid schedule includes an item for a TCS, do not designate the Project superintendent as the TCS.

00225.41(b-4) Temporary Sign Supports - Replace the bullet that begins "Do not tip over TSS…" with the following bullet:

· Do not tip over any TSS that is exposed to traffic, unless approved by the Engineer or the TSS is protected from traffic by a barrier system.

00225.41(c) Sign Flag Boards and Sign Flags - Replace this subsection, including subsections 00225.41(c-1) and 00225.41(c-2), with the following subsection:

00225.41(c) Sign Flag Boards - Install two sign flag boards, as shown or specified.

00225.41(e) Inconsistent Temporary Signs - Replace the paragraph that begins "Ensure that all temporary…" with the following paragraph:

Ensure that all temporary signs are properly used and consistent with the work zone. Cover all inconsistent temporary signing until the sign messages are applicable to the Work that is beginning. When signage is no longer required for staging or shift Work, remove all temporary signs, sign flag boards, supports, sign covers, and ballast associated with the staging or shift Work.

SECTION 00290 - ENVIRONMENTAL PROTECTION

Comply with Section 00290 of the Standard Specifications modified as follows:

Add the following section:

00290.20 (c)(g): Asphalt: Dispose of excess asphalt at the end of each work shift according to applicable permits. Excess asphalt shall not be left within the project limits.

SECTION 00350 - GEOSYNTHETIC INSTALLATION

Comply with Section 00350 of the Standard Specifications.

SECTION 00430 - SUBSURFACE DRAINS

Comply with Section 00430 of the Standard Specifications.

SECTION 00495 - TRENCH RESURFACING

Comply with Section 00495 of the Standard Specifications.

SECTION 00620 - COLD PLANE PAVEMENT REMOVAL

Comply with Section 00620 of the Standard Specifications modified as follows:

00620.40(a) General - Replace this subsection, except for the subsection number and title, with the following:

Remove the existing pavement to the depth, width, grade and cross section shown or as directed. The use of a heating device to soften the pavement is not allowed. When removing pavement from bridge end panels, limit the machine forward speed to 2.5 feet per minute.

00620.43 Maintenance Under Traffic - Replace this subsection, except for the subsection number and title, with the following:

Traffic is not allowed on the cold planed surface. Before opening the area to traffic, pave the surface according to 00745.51.

SECTION 00640 - AGGREGATE BASE AND SHOULDERS

Comply with Section 00640 of the Standard Specifications modified as follows:

00640.44 Surface Tolerance - Replace the paragraph that begins "The finished surface and the surface of each underlying…" with the following paragraph:

The finished surface and the surface of each underlying layer of the aggregate shall parallel the established grade and cross section for the finished surface within 0.04 foot.

SECTION 00730 - EMULSIFIED ASPHALT TACK COAT

Comply with Section 00730 of the Standard Specifications modified as follows:

00730.90 Payment - Replace this subsection, except for the subsection number and title, with the following:

No separate or additional payment will be made for Emulsified Asphalt tack coat. Approximately ___0.06_ tons of Emulsified Asphalt in tack coat will be required on this Project.

SECTION 00740 - COMMERCIAL ASPHALT CONCRETE PAVEMENT (CACP)

Comply with Section 00740 of the Standard Specifications.

SECTION 00749 - MISCELLANEOUS ASPHALT CONCRETE STRUCTURES

Comply with Section 00749 of the Standard Specifications.

SECTION 00850 - COMMON PROVISIONS FOR PAVEMENT MARKINGS

Comply with Section 00850 of the Standard Specifications.

SECTION 00865 - LONGITUDINAL PAVEMENT MARKINGS - DURABLE

Comply with Section 00860 of the Standard Specifications.

SECTION 00867 - TRANSVERSE PAVEMENT MARKINGS - LEGENDS AND BARS

Comply with Section 00867 of the Standard Specifications.

SECTION 02320 - GEOSYNTHETICS

Comply with Section 02320 of the Standard Specifications modified as follows:

SECTION 02640 – SHOULDER AGGREGATE

Comply with Section 02640 of the Standard Specifications

SECTION 02690 – PCC AGGREGATES

Comply with Section 02690 of the Standard Specifications modified as follows:

Add the following subsection:

02690.40 Lightweight Coarse Aggregate ‑ Provide lightweight coarse aggregate from the QPL.

ADDITIONAL SPECIAL PROVISIONS

· Asphalt may be placed at depths of 3 inches as approved by ODOT

· Drawing for this project is a reference only for installation. French drains will adjust to collect water as needed after the subgrade is exposed.

· Per 00430 drain pipe (French drain) can be any 8” material from the QPL.

· Aggregate is an estimate for the work but sub surface stabilization is a priority before placement of asphalt.

· Per 00495 Trench resurfacing the standard drawing RD312 will provide details to installation and quantities derived.

· With 24 hour closure to complete the work provide barrels in the work zone while maintaining two way traffic.

· Please note that discrepancies in the documents of the contract will be determined in the order as noted in A 3.1 of the General Conditions for Public Improvement Contracts. What is called for one is intended to be complimentary to the others. See also A 3.2.

Exhibit 2 PROJECT AREA MAP and DETAILS As attached in OregonBuys.

Exhibit 3

GENERAL CONDITIONS AND SUPPLEMENTAL GENERAL CONDITIONS

This Request for Competitive Quotes and the resulting Contract for the ESB Hwy 62 MP 31 Paving and Subgrade Drainage are governed by the STATE OF OREGON GENERAL CONDITIONS FOR PUBLIC IMPROVEMENT CONTRACTS, January 1, 2012 Edition (“General Conditions”) which, although not physically attached, is incorporated herein by reference as an Attachment with the same force and effect as though fully set forth herein:

http://www.oregon.gov/das/Procurement/Guiddoc/GenCon4PI.pdf

Supplemental General Conditions: The following supplements modify the General Conditions this project. Where a portion of the General Conditions is modified or deleted by these Supplemental General Conditions, the unaltered portions of the General Conditions shall remain in effect.

SGC-1 Add the following definitions to A.1:

ON-SITE WORK, means any Work taking place on the Project Site, including designated staging areas adjacent to the Project Site, except for installation of covered temporary signs according to Section 00222 of the Standard Specifications.

PROJECT SITE, means the geographical dimensions of the real property on which the Work is to be performed, including designated contiguous staging areas.

SGC-2 Add the following after A.3.4 under INTERPRETATION OF CONTRACT DOCUMENTS

A.3.5 The characterization of provisions of the Contract as material provisions or the failure to comply with certain provisions as a material breach of the Contract shall in no way be construed to mean that any other provisions of the Contract are not material or that failure to comply with any other provisions is not a material breach of the Contract.

A.3.6 Electronic Signatures. Contractor and Owner agree that signatures, and other forms of authorized representative certification, showing on documents, including but not limited to copies of the Contract, bonds, Change Orders and amendments, submitted or received via email or other electronic means, when submittal or receipt in that manner is required or allowed by Owner are “Electronic Signatures” under ORS Chapter 84 and bind the signing party and are intended to be and can be relied upon by the parties. Owner reserves the right at any time to require Contractor to deliver the hard copy originals of any documents.

SGC-3 Add the following after Section A.7 GOVERNMENT EMPLOYMENT STATUS:

A.8 TITLE VI NON-DISCRIMINATION PROVISIONS

During the performance of the Contract, Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the “Contractor”) agrees as follows:

a. Compliance with Regulations: Contractor shall comply with the Regulations relative to nondiscrimination in Federally-assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the Contract.

b. Nondiscrimination: Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds or race, color, sex, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Contract covers a program set forth in Appendix B of the Regulations.

c. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligations under the Contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex, or national origin.

d. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by ODOT, FHWA or the Federal Transit Administration (“FTA”) as appropriate, to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to ODOT, FHWA or FTA as appropriate, and shall set forth what efforts it has made to obtain the information.

e. Sanctions for Noncompliance: In the event of Contractor’s noncompliance with the nondiscrimination provisions of the Contract, ODOT shall impose such Contract sanctions as ODOT, FHWA or FTA may determine to be appropriate, including, but not limited to:

(i) Withholding of payments to Contractor under the Contract until Contractor complies, and/or

(ii) Cancellation, termination or suspension of the Contract, in whole or in part.

f. Incorporation of Provisions: Contractor shall include the provisions of paragraphs (a) through (e) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. Contractor shall take such action with respect to any subcontract or procurement as ODOT of the federal government may direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, however, that, in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request ODOT, and, in addition, Contractor may request the United States to enter into such litigation to protect the interests of the United States.

SGC-4 Make the following revisions to Section B.5 COMPLIANCE WITH GOVERNMENT LAWS AND REGULATIONS:

· Add the following to the end of Section B.5.1:

All rights and remedies available to Owner under applicable federal, state and local laws are also incorporated by reference herein and are cumulative with all rights and remedies under the Contract.

· Delete Section B.5.2(a) and replace with the following:

(a) Pursuant to ORS 279A.110, Contractor shall not discriminate against a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business, in the awarding of subcontracts.

· Add the following Section B.5.2(c):

(c) Compliance with ORS 279C.520 also includes (i) As required by ORS 279C.520, the Contractor must comply with ORS 652.220 and shall not unlawfully discriminate against any of Contractor’s employees in the payment of wages or other compensation for work of comparable character on the basis of an employee’s membership in a protected class. “Protected class” means a group of persons distinguished by race, color, religion, sex, sexual orientation, national origin, marital status, veteran status, disability, or age. The Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles Agency to terminate this Contract for cause,

(ii) The Contractor shall not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits and other compensation with another employee or another person, and shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person.

· Add the following Section B.5.2(d):

(d) Respecting certification as a disadvantaged business enterprise, minority-owned business, woman-owned business, business that a service-disabled veteran owns or an emerging small business under ORS 200.055, as and when applicable, the Contactor shall maintain the certifications, and require in its subcontracts that subcontractors maintain the certifications required by ORS 279A.107.

· Add the following Section B.5.2(e):

(e) It is a material term of the Contract that the Contractor certifies by entering into the Contract that Contractor has a written policy and practice that meets the requirements described in ORS 279A.112 (HB 3060, 2017) for preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class and that the Contractor shall maintain the policy and practice in force during the entire term of the Contract.

SGC-5 Delete Section B.15 GOVERNING LAW in its entirety and replace with the following:

B.15 GOVERNING LAW. This Contract shall be governed by and construed and enforced in accordance with the laws of the State of Oregon without regard to principles of conflicts of laws.

SGC-6 Add the following after Section D.3 CLAIMS REVIEW PROCESS

D.4 FALSE CLAIMS (OREGON FALSE CLAIMS ACT)

D.4.1 Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785) and to any liabilities or penalties associated with the making of a false claim under that Act. By its execution of the Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to the Contract or the Project for which the services are being performed, including but not limited to Contractor’s statement of proposal and any invoices, reports, or other deliverables.

D.4.2. Contractor shall immediately disclose (in writing) to Agency whenever, in connection with the award, performance or closeout of the Contract, or any subcontract thereunder, Contractor has credible evidence that a principal, employee, agent, or subcontractor of Contractor has committed—

(i) A violation of the Oregon False Claims Act; or

(ii) A violation of State or Federal criminal or civil law involving fraud, conflict of interest, bribery, gratuity or similar misconduct.

D.4.3. Contractor must include subsections D.4.1 and D.4.2 of this section in each subcontract Contractor may award in connection with the performance of the Contract. In doing so, Contractor may not modify the terms of those subsections, except to identify the subcontractors or sub grantee that will be subject to those provisions.

SGC-7 Section E.5 RETAINAGE is deleted in its entirety and replaced with the following:

E.5 RETAINAGE

E.5.1 Retainage, if withheld, shall be withheld and released in accordance with ORS 279C.550 to 279C.580:

E.5.1.1 Owner reserves the right in its sole discretion to not withhold retainage from progress payments or to begin withholding retainage at any time. If Owner withholds retainage from progress payments the amount to be retained will not exceed five percent of the payment. As Work progresses, Owner may reduce the amount of the retainage and may eliminate retainage on any remaining monthly Contract payments after 50 percent of the Work under the Contract is completed if, in the Owner's opinion, such Work is progressing satisfactorily. Elimination or reduction of retainage shall be allowed only upon written application by the Contractor, which application shall include written approval of Contractor's surety; except that when the Work is 97-1/2 percent completed the Owner may, at its discretion and without application by the Contractor, reduce the retained amount to 100 percent of the value of the Work remaining to be done. Upon receipt of written application by the Contractor, Owner shall respond in writing within a reasonable time.

E.5.1.2 If retainage is withheld, unless the Contractor requests and the Owner accepts a form of retainage described in options (a) or (b) below, the Owner (except as otherwise provided below for a contract of $500,000 or less) will deposit the retainage in an interest-bearing escrow account as required by ORS 279C.570(2). The Contractor shall execute such documentation and instructions respecting the interest-bearing escrow account as the Owner may require to protect its interests, including but not limited to a provision that no funds may be paid from the account to anyone without the Owner’s advance written authorization. In accordance with the provisions of ORS 279C.560 and any applicable administrative rules, unless the Owner finds in writing that accepting bonds, securities or other instruments described in option (a) below or a security bond described in option (b) below poses an extraordinary risk that is not typically associated with the bond, security or instrument, the Owner will approve the Contractor’s written request:

(a) to be paid amounts which would otherwise have been retained from progress payments where Contractor has deposited acceptable bonds, securities or other instruments of equal value with Owner or in a custodial account or other mutually-agreed account satisfactory to Owner, with an approved bank or trust company to be held in lieu of the cash retainage for the benefit of Owner. Interest or earnings on the bonds, securities or other instruments shall accrue to the Contractor. The Contractor shall execute and provide such documentation and instructions respecting the bonds, securities and other instruments as the Owner may require to protect its interests. To be permissible the bonds, securities and other instruments must be of a character approved by the Director of the Oregon Department of Administrative Services, including but not limited to:

(i) Bills, certificates, notes or bonds of the United States.

(ii) Other obligations of the United States or agencies of the United States.

(iii) Obligations of a corporation wholly owned by the federal government.

(iv) Indebtedness of the Federal National Mortgage Association.

(v) General obligation bonds of the State of Oregon or a political subdivision of the State of Oregon.

(vi) Irrevocable letters of credit issued by an insured institution, as defined in ORS 706.008; or

(b) that the Contractor be allowed, with the approval of the Owner, to deposit a surety bond for the benefit of Owner, in a form acceptable to Owner, in lieu of all or a portion of funds retained, or to be retained. Such bond and any proceeds therefrom shall be made subject to all claims and liens in the manner and priority as set forth for retainage under ORS 279C.550 to ORS 279C.625.

Where the Owner has accepted the Contractor's election of option (a) or (b) above, or an interest-bearing account under ORS 279C.560(5) for a contract of $500,000 or less, Owner may recover from Contractor any additional costs incurred through such election by reducing Contractor's final payment. Where the Owner has agreed to Contractor's request to deposit a surety bond under option (b), Contractor shall accept like bonds from Subcontractors and suppliers on the project from which Contractor has required retainage.

For a contract over $500,000, if the Contractor requests that the Owner deposit the retainage in an interest-bearing account under ORS 279C.560(5), the Owner will use an interest-bearing escrow account as stated above. For a contract of $500,000 or less, if the Contractor requests that the Agency deposit the retainage in an interest-bearing account under ORS 279C.560(5), the Owner will use an interest-bearing account (in a bank, savings bank, trust company or savings association) as provided under ORS 279C.560(5).

E.5.1.3 The retainage held by Owner shall be included in and paid to the Contractor as part of the final payment of the Contract Price. The Owner shall pay to Contractor interest at the rate of one and one-half percent per month on the final payment due Contractor, interest to commence thirty (30) Days after the Work under the Contract has been completed and accepted and to run until the date Contractor shall notify Owner in writing when the Contractor considers the Work complete and Owner shall, within fifteen (15) Days after receiving the written notice, either accept the Work or notify the Contractor of Work yet to be performed on the Contract. If Owner does not within the time allowed notify the Contractor of Work yet to be performed to fulfill contractual obligations, the interest provided by this subsection shall commence to run thirty (30) Days after the end of the 15-Day period.

E.5.1.4 In accordance with the provisions of ORS 279C.560, if the Owner accepts bonds, securities or other instruments deposited as provided in paragraph (a) of subsection E.5.1.2, the Owner shall reduce the moneys held as retainage in an amount equal to the value of the bonds, securities and other instruments and pay the amount of the reduction to the Contractor in accordance with ORS 279C.570.

E.5.1.5 Contractor agrees that if Contractor elects to reserve retainage from any progress payment due to any Subcontractor or supplier, such retainage shall not exceed five percent of the payment, and such retainage withheld from Subcontractors and suppliers shall be subject to and the Contractor shall comply with all applicable legal requirements.

E.5.1.6 The Contractor shall comply with all applicable legal requirements for withholding and releasing retainage and for prompt payments, including but not limited to those in ORS Chapters 279C and 701, and 49 CFR 26.29.

E.5.2 As provided in subsections C.2.2 and C.2.3, additional withholding in the amount of 25% of amounts earned shall be withheld and released in accordance with ORS 279C.845(7) when the Contractor fails to file certified statements as required by section C.2.1.

SGC-8 Add the following at the end of Section E PAYMENTS:

E.7 REPORT OF SUBCONTRACTORS PAID: Following each payment to Contractor, including final payment and any progress payments, Contractor shall submit to the Owner ODOT Form 734-2882, Paid Summary Report. Contractor shall complete and submit the form as specified in the form instructions, which are available online, along with the form at: http://www.oregon.gov/ODOT/Forms/2ODOT/2882.pdf

SGC-9 Add the following at the end of Section F.2 PROTECTION OF WORKERS, PROPERTY, AND THE PUBLIC:

F.2.7 UTILITY FACILITIES: This Project is located within the Oregon Utility Notification Center area which is a Utilities notification system for notifying owners of Utilities about Work being performed in the vicinity of their facilities. The Utilities notification system telephone number is 811 (or use the old number which is 1‑800‑332‑2344).

SGC-10 Amend the first sentence of Section G.2.1 as follows (deletions shown in strikethrough):

G.2.1 When the Contract Price is $100,000 or more (or $50,000 or more in the case of Contracts for highways, bridges and other transportation projects) the Contractor shall furnish and maintain in effect at all times during the Contract Period a performance bond in a sum equal to the Contract Price, and a separate payment bond also in a sum equal to the Contract Price.

SGC-11 Delete Section G.3 INSURANCE in its entirety and replace with the following:

G.3 INSURANCE

G.3.1 Contractor: The Contractor shall obtain the insurance specified below prior to the execution of the Contract. The Contractor shall maintain the insurance in full force at the Contractor’s expense throughout the duration of the Contract and all warranty periods that apply.

G.3.1.2 Subcontracting: If the Contractor specifies prior to the execution of the Contract that a Subcontractor will satisfy an insurance requirement, that is permitted to be satisfied by a Subcontractor, the Contractor shall obtain Owner approval of Subcontractor and Subcontractor’s insurance coverage(s), at least 35 Calendar Days prior to commencement of subcontracted work. After the Contractor receives Owner approval of the Subcontractor, the Contractor may contractually obligate the Subcontractor to obtain and maintain, at the Subcontractor's expense or at the Contractor's expense, the insurance permitted.

G.3.1.3 The Contractor shall require that all Subcontractors carry insurance coverage that the Contractor deems appropriate based on the risks of the subcontracted work. The Contractor shall obtain proof of the required insurance coverages, as applicable, from any Subcontractor providing services related to the Contract.

G.3.1.4 Neither the insurance provided by Subcontractor(s) nor any agreements Contractor or Subcontractor(s) may enter into shall place any limitation on the liability or indemnification obligations of the Contractor under applicable law or the Contract.

G.3.1.5 Insurance Provisions: The Contractor and Subcontractor(s), if any, shall obtain insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State and that are acceptable to Owner. Insurance coverage shall be primary and noncontributory with any other insurance and self-insurance, with the exception of Workers’ Compensation/Employer’s Liability. The Contractor, or appropriate Subcontractor, but not Owner, shall pay for all deductibles, self-insurance retentions and self-insurance, if any.

G.3.2 Workers' Compensation and Employer’s Liability:

G.3.2.1 All employers, including the Contractor and Subcontractor(s), if any, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide Workers’ Compensation Insurance coverage, unless such employers meet the requirement for an exemption under ORS 656.126(2). The coverage shall include Employer’s Liability Insurance with coverage limits of not less than $500,000 for each accident. Contractors who perform the Work without the assistance or labor of any employee need not obtain such coverage if the Contractor certifies so in writing. Contractor shall ensure that each of its Subcontractors complies with these requirements. The Contractor shall require proof of such Workers’ Compensation by receiving and keeping on file a certificate of insurance from each Subcontractor or anyone else directly employed by either the Contractor or its Subcontractors.

G.3.2.2 All employers, including the Contractor and Subcontractor(s), if any, exempt under ORS 656.126(2) and subject to any other state’s Workers’ Compensation law, shall provide Workers’ Compensation Insurance coverage as required by applicable Workers’ Compensation laws. The coverage shall also include Employer’s Liability Insurance with limits not less than $500,000 each accident.

G.3.3 Liability Insurance:

G.3.3.1 Commercial General Liability: The Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance written on an occurrence basis and covering bodily injury and property damage. This insurance shall include personal and advertising injury liability, products and completed operations, and contractual liability coverage. When Work to be performed includes operations or activity within 50 feet of any railroad property, bridge, trestle, track, roadbed, tunnel, underpass or crossing, the Contractor shall provide the Contractual Liability – Railroads CG 24 17 endorsement, or equivalent, on the Commercial General Liability policy. Combined single limit per occurrence shall not be less than the dollar amount specified in the Contract. The annual aggregate limit shall not be less than the dollar amount specified in the Contract.

G.3.3.2 Commercial Automobile Liability: The Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this Contract, Automobile Liability Insurance covering owned, non-owned, and hired vehicles for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance with separate limits for Commercial Automobile Liability and Commercial General Liability. Combined single limit per occurrence shall not be less than the dollar amount specified in the Contract.

Combined Single Limit Per Occurrence

G.3.3.3 Extended Reporting: If any of the required liability insurance is permitted to be and is on a "claims made" basis, the Contractor or Subcontractor who provided the insurance coverage, shall obtain an extended reporting period on the claims made policy or maintain the claims made policy for a duration of at least 24 months from the date the applicable work has been completed and accepted by Owner or the date of Final Completion. This extended reporting requirement shall be satisfied with documentation of one of the following:

· Maintaining the applicable continuous claims made policy with liability coverage;

· Extended Reporting Endorsement; or

· Tail Coverage.

G.3.3.4 Excess/Umbrella Liability: A combination of primary and Excess/Umbrella Liability insurance may be used to meet the required limits of insurance. Excess/Umbrella Liability coverage must be at least as broad as that provided by the underlying primary insurance policies. In addition, the limits of the underlying primary insurance must be sufficient to prevent any gap between such minimum limits and the attachment point of the coverage provided by the Excess/Umbrella Liability policy.

G.3.3.5 Additional Insured: The liability insurance coverages, except Professional Liability and Workers’ Compensation/Employer’s Liability, if included, shall include an Additional Insured Endorsement endorsing the “State of Oregon, the Oregon Transportation Commission and the Department of Transportation, and their respective officers, members, agents, and employees” as Additional Insureds, but only with respect to the Contractor's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance. The liability coverages that are permitted by Owner to be obtained by an appropriate Subcontractor shall include all of the foregoing as Additional Insureds and shall also include the Contractor and its officers and employees as Additional Insureds. Additional Insured Endorsements shall be submitted with the Certificate(s) of Insurance and must be acceptable to Owner.

G.3.3.6 Additional Insured – Commercial General Liability: Additional Insured Endorsements on the Commercial General Liability shall be written on ISO Form CG 20 10 07 04, or equivalent, with respect to liability arising out of ongoing operations and ISO Form CG 20 37 07 04, or equivalent, with respect to liability arising out of completed operations. Additional Insured Endorsements shall be submitted with the Certificate(s) of Insurance and must be acceptable to Owner.

G.3.3.7 Notice of Cancellation or Change: The Contractor shall provide at least 30 Calendar Days written notice to Owner before cancellation of, material change to, potential exhaustion of aggregate limits, or non-renewal of the required insurance coverages. If a Subcontractor is providing insurance to meet the contract requirements, the Contractor shall provide at least 30 Calendar Days written notice to Owner before cancellation of, material change to, potential exhaustion of aggregate limits, or non-renewal of the required insurance coverage(s). Any failure to comply with the reporting provisions of this insurance shall not affect the coverage(s) provided to the State, Owner, County, City, or other applicable political jurisdiction or to Owner's governing body, board, or Commission and its members, and Owner's officers, agents, and employees.

G.3.3.8 Certificate(s) of Insurance: As evidence of the insurance coverages required by this Contract, the Contractor shall furnish Certificate(s) of Insurance to Owner prior to execution of the Contract. As evidence of insurance coverages required by the Contract but permitted by Owner to be obtained by an appropriate Subcontractor, the Contractor shall furnish Certificate(s) of Insurance to Owner for approval on such coverages at least 35 Calendar Days prior to commencement of subcontracted work. The Certificate(s) shall:

· List the “State of Oregon, the Oregon Transportation Commission and the Department of Transportation, and their respective officers, members, agents and employees” as a Certificate Holder and endorse as an Additional Insured;

· Include all required endorsements or copies of the applicable policy language effecting coverage required by the Contract;

· Specify that all liability insurance coverages shall be primary and non-contributory with any other insurance and self-insurance, with exception of Professional Liability and Workers’ Compensation/Employer’s Liability; and

· Include a list of all policies that fall under the Excess/Umbrella Liability insurance if Excess/Umbrella Liability insurance is used to meet the minimum insurance requirement.

G.3.3.9 Owner Acceptance: All insurance and insurance providers are subject to Owner acceptance. In addition, all of the following are subject to Owner acceptance and, if requested by Owner, the Contractor shall provide complete copies of the following to Owner’s representatives responsible for verification of the insurance coverages required by the Contract: insurance policies, endorsements, self-insurance documents and related insurance documents.

G.3.3.10 Insurance Requirement Review: The Contractor agrees to periodic review of insurance requirements by Owner under the Contract and to provide updated requirements as mutually agreed upon by the Contractor and Owner.

SGC-12 Add the following at the end of Section H:

H.4 LIMITATION OF OPERATIONS

H.4.1 The Contractor shall comply with all Contract provisions and shall:

· Conduct the Work at all times so as to cause the least interference with traffic, and

· Not begin Work that may allow damage to Work already started.

H.4.2 The Contractor shall not begin On-Site Work until the Contractor has:

· Received Notice to Proceed;

· Filed with the Construction Contractors Board the public works bond as required in G.2.3;

· An approved Project Work Schedule;

· An approved Traffic Control Plan;

· An approved Pollution Control Plan;

· An approved Erosion and Sediment Control Plan;

· Met with the Owner’s Authorized Representative at the required preconstruction conference; and

· Assembled all Materials, Equipment, and labor on the Project Site, or has reasonably assured that they will arrive on the Project Site, so the Work can proceed according to the Project Work Schedule.

H.4.3 Unless otherwise approved in writing by the Owner’s Authorized Representative, before any Work is performed and within 30 Calendar Days of the Notice to Proceed, the Contractor shall meet with the Owner’s Authorized Representative for a preconstruction conference at a time mutually agreed upon.

SGC-13 Add the following at the end of Section H.2 SCHEDULE:

H.2.2 The Project Work schedule is essential to the Owner. The Contractor’s failure to provide the schedule, schedule information, progress reports, or schedule updates when required will be cause to suspend the Work, or to withhold Contract payments as necessary to protect the Owner, until the Contractor provides the required information to the Owner’s Authorized Representative.

SGC-14 Add a new subsection to Section J.4.1 as subsection (f) and renumber existing subsection (f) as subsection (g) as follows:

(f) If Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency…