3- PDB-Supplementary Conditions-Sandy River FM_Clean.docx

WATER ENVIRONMENT SERVICES

SANDY RIVER FORCE MAIN RIVER CROSSING PROJECT

SUPPLEMENTARY CONDITIONS

These Supplementary Conditions amend or supplement the 2016 EJCDC D-700 Standard General Conditions of the Contract Between Owner and Design-Builder as indicated below. All provisions of the General Conditions that are not so amended or supplemented remain in full force and effect.

The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below, which are applicable to both the singular and plural thereof. The address system used in these Supplementary Conditions is the same as the address system used in the General Conditions, with the prefix “SC” added thereto. The Owner reserves the right to add additional conditions relevant to Phase 2 as it deems necessary. Any additional requirements will be communicated prior to the development of bid documents by the Design-Builder.

SC-1.01.A. Delete and replace the following subsections in Paragraph 1.01.A:

15. Contract Documents: The documents identified in Section 8.01 of the Agreement.

18. Design-Builder: Person or entity identified as such in the Agreement and the Design- Builder’s authorized representatives who are referred to throughout the Contract Documents as if singular in number.

30. Owner: The individual, entity, public body or authority identified as such in the Agreement and the Owner’s authorized representatives who are referred to throughout the Contract Documents as if singular in number. May also be identified as District.

31. Owner’s Consultant: An individual or entity with which the Owner has contracted to furnish services (typically including planning, preparation of Conceptual Documents, and advisory services) to Owner with respect to the Project, and which is identified as such in the Agreement. May also be identified as Owner’s Advisor.

34. Design Professional Subconsultants: The Engineer and any other independent entities or individuals, or employees of Design-Builder, engaged by Design-Builder or a Construction Subcontractor to provide Design Professional Services with respect to a portion of the Work.

SC-1.01.A. Add the following language at the end of Paragraph 1.01.A.46:

Substantial Completion is further defined as (i) that degree of completion of the Project’s operating facilities or systems sufficient to provide Owner the full time, uninterrupted, and continuous beneficial operation of the Work; (ii) all required functional, performance, and acceptance or startup testing has been successfully

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SUPPLEMENTARY CONDITIONS 60

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SUPPLEMENTARY CONDITIONS

demonstrated for all components, devices, equipment, and instrumentation and control to the satisfaction of Engineer in accordance with the requirements of the Construction Specifications; (iii) all inspections required have been completed and identified critical defective Work has been replaced or corrected; (iv) all appurtenant operations and maintenance features (i.e., hose bibs, drainage systems, etc.) have been installed and are functional.

SC-1.01.A. Add new paragraphs immediately following Paragraph 1.01.A.54 as follows:

55. Award: The formal acceptance of the proposer’s technical and price proposal as presenting the best value to the Owner.

56. Contingency: An uncommitted value included in the project cost estimates and carried into the Guaranteed Maximum Price (“GMP”) covering certain costs which cannot be determined at the time the estimates and/or GMP are developed. The term “Contingency” includes three separate categories “Design Development Contingency”, “Escalation Contingency”, and “Design-Builder’s Contingency”. Any use of contingency by Design-Builder requires Owner’s prior written authorization.

57. Contractor Potential Change Notice (CPCN): A notice Provided by the Design Builder proposing a change in any requirement of this Contract.

58. Design Builder’s Fee Percentage: The Design-Builder’s Fee Percentage at the percentage identified as the Design Builder Fee Percentage in the Agreement. The Design Builder’s Fee Percentage includes the following items, which shall not be charged as a Cost of the Work: 1) all profit and overhead of the Design-Builder for this Project; 2) all regional and home office overhead expenses, including labor and materials, phone, facsimile, postage, internet service, and other incidental office expenses attributed to Work on this project; and 3) all other direct and indirect costs incurred by the Design-Builder that are not otherwise specifically identified in the Cost of the Work.

59. Equipment:

a) Construction: All machinery and equipment, together with the necessary supplies for upkeep and maintenance, including tools and apparatus necessary for the proper construction and acceptable completion of the Work contemplated.

b) Installation: All material or articles used in equipping a facility or apparatus required to fulfill a functional design.

60. Execution: Field or Site performance, workmanship, installation, erection, application, field fabrication, quality control, and protection of installed products on the Site.

61. Final Completion: Final Completion is defined as when all Work in accordance with the Contract Documents and the Owner has accepted the Work.

62. Float: The number of days an activity can be delayed beyond its scheduled completion without delaying a succeeding or related activity or restricting the schedule of a preceding activity in the construction schedule.

63. General Conditions Fee Percentage: The Design-Builder’s markup at the percentage identified as the General Conditions Fee Percentage in the Agreement and further clarified in Exhibit A – Design-Builder Scope of Work.

64. Geotechnical Data Report (“GDR”): The factual report that collects and presents data regarding actual subsurface conditions at or adjacent to the Site, including Technical Data and other geotechnical data, prepared by or for Owner. The GDR’s content may include logs of borings, trenches, and other site investigations, recorded measurements of subsurface water levels, the results of field and laboratory testing, and descriptions of the investigative and testing programs. The GDR does not include an interpretation of the data. If opinions, or interpretive or speculative non-factual comments or statements appear in a document that is labeled a GDR, such opinions, comments, or statements are not operative parts of the GDR and do not have contractual standing. Subject to that exception, the GDR is a Contract Document.

65. Guaranteed Maximum Price: A total not-to-exceed amount offered and guaranteed by the Design-Builder for complete performance of the Work of the Contract.

66. Latent Defect: A defect in the Work of which the Owner has no knowledge.

67. Materials: All materials incorporated into the Project, including equipment and all other materials consumed or to be consumed in the performance of the Work contemplated.

68. Owner Construction Manager: Person or entity designated by the Owner to provide construction management services for the Project with duties, responsibilities, and limitations of the Engineer, unless stipulated otherwise.

69. Phase 1 or Phase 1 Services: Services provided by the Design-Builder that include development of the design and permitting to a stated degree of completion and a guaranteed maximum price (“GMP”) proposal.

70. Phase 2 or Phase 2 Services: Services provided by the Design-Builder that include design completion as well as construction and post construction activities.

71. Procurement Contractor: The corporation, company, partnership, firm, or individual who has entered into a contract with Owner outside the scope of these Contract Documents, to furnish materials and equipment for this Project.

72. Product Date: Type of Shop Drawing comprised of standard illustrations, schedules, performance charts, instructions, brochures, diagrams, catalog cuts, and other information assembled by or for the Design-Builder and submitted by the Design-Builder to illustrate materials or equipment for some portion of the Work.

73. Products: Materials, equipment, systems, ship fabrications, mixtures, and source controls.

74. Project Manager: The person in overall charge of the planning and execution of the project.

75. Self Performed. “Self Performed” means any work performed by Design-Builder or any entity sharing common ownership or control with Design-Builder.

76. Solicitation Document: An Invitation to Bid, Request for Proposals, Request for Quotes, or other written document issued by the Owner that outlines the required Construction Specifications necessary to submit a Bid.

77. Specialist: The term Specialist refers to a person, partnership, firm, or corporation of established reputation (or if newly organized, whose personnel have previously established a reputation in the same field), which is regularly engaged in, and which maintains a regular force of workers skilled in either (as applicable) manufacturing of fabricated items required by the Contract Documents, or otherwise performing Work required by the Contract Documents. Where the Construction Specifications require the installation by a Specialist, that term shall also be deemed to mean either the manufacturer of the items, a person, partnership, firm, or corporation licensed by the manufacturer, or a person, partnership, firm, or corporation who will perform the Work under the manufacturer’s direct supervision.

78. Utility: Any public or private fixed works for transporting fluids, gases, electricity, signals, or communications.

79. Work Breakdown Structure: A deliverable oriented hierarchical decomposition of the work to be executed by the project team.

SC-2.01. Delete Paragraph 2.01.B. in its entirety and insert the following in its place:

B. Evidence of Design-Builder’s Insurance: Within ten (10) days of receipt of a fully executed Agreement by Design Builder, and prior to commencing any Work thereunder, Design-Builder shall deliver to Owner copies of the policies of insurance (including all endorsements, and identification of applicable self-insured retentions and deductibles) required to be provided by Design-Builder in Article 6. Design-Builder may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision.

SC-2.04. Delete Paragraph 2.04 in its entirety, replaced with SC-18 Scheduling of the Work

SC-2.06.A Delete Paragraph 2.06A and replace with the following:

A. Within 14 days of Notice to Proceed, Design-Builder will arrange a Project Initiation meeting attended by Owner and Design-Builder and others as appropriate to establish a working understanding among the parties as to the work, project goals, critical success factors and to discuss the schedules referred to in Paragraph SC-18 Scheduling of the work and other matters.

SC-2.07. Delete this Article in its entirety. Replaced with SC-14 Payment and SC-18 Scheduling of the Work.

SC-3.01. Add the following to the end of Paragraph 3.01.A:

In the event of conflicts or discrepancies among the Contract Documents, interpretations will be based on the following descending order of precedence:

a. Permits from outside agencies;

b. Amendments to the Contract Documents and addenda, with those of later date having precedence over those of an earlier date;

c. The Agreement including all exhibits;

d. Supplementary General Conditions;

e. Standard General Conditions of the Construction Contract, Engineers Joint Contract Documents Committee (EJCDC) 2016;

f. Construction Specifications – Division 01;

g. Construction Specifications – Divisions 02 - 49;

h. Drawings;

i. Design Details: Figure dimensions, and dimensions that can be computed, on plans shall take precedence over scale dimensions. The Drawings with the higher level of detail take precedence over less detailed Drawings.

Unless otherwise specifically defined in the Contract Documents, words which have well known technical meanings or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

Change Orders, Work Change Directives, Field Orders, Owner’s Advisor written interpretation and clarifications and Notice to Proceed, in precedence listed, will take precedence over all other Contract Document components referenced herein.

SC-3.04. Delete Paragraph 3.04.A.1 in its entirety.

SC-3.04. Delete the phrase “for cause” and add the following language to the end in Paragraph 3.04.A.4:

At the Owner’s sole discretion, the Design-Builder will assign all Design Professional Subcontracts to the Owner for completion of the design. The subcontracted design professionals agree to this assignment as a condition of their subcontract.

SC-3.04. Delete Paragraph 3.04.A.5.

SC-4.02. Delete Paragraph 4.02.A and replace with the following:

A. Design-Builder shall start to perform the Work as of the Effective Date of the Contract. Unless otherwise approved by the Owner, no construction shall be done at the Site prior to the Effective Date of any component GMP or GMP Contract Amendments.

SC-4.03. Delete this Article in its entirety. Replaced with SC-18 Scheduling of the Work.

SC-4.04. Add the following sentence to the end of Paragraph 4.04.A:

Any request for adjustment in Contract Times or Contract Price shall follow notification requirements of paragraph 4.04.G.

SC-4.04. Delete Paragraph 4.04.G and replace with the following:

G. If the Design-Builder seeks an adjustment in Contract Price or Contract Times under this paragraph, Design-Builder shall submit the documentation required under Article 11 of the General Conditions. Both Parties agree to negotiate any adjustments to Contract Price or Contract Times in good faith. For any adjustments to the Contract Price exceeding the fund appropriated for the Project, Owner will seek appropriation of additional funds. However, if additional funds are not appropriated for any reason, then the Parties will work together to address any shortfall through reasonable methods including, but not limited to, value engineering or design modifications. If the Parties are unable to resolve a shortfall, either Party may terminate the Contract by providing seven (7) days written notice to the other Party and such termination shall be considered a termination for Owner’s convenience pursuant to Article 15.03.

SC-5.01. Add the following Paragraph 5.01.D:

D. Any work performed in public rights-of-way, in addition to conforming to the Contract Documents, shall be done in accordance with the requirements of the permit issued by the public agency in whose right-of-way the Work is located.

SC-5.02. Delete Paragraphs 5.02.A.2 and 5.02.A.3 in their entirety and replace with the following:

2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct of the Design-Builder or those for which Design-Builder is responsible, Design-Builder shall (a) take immediate corrective or remedial action as required by Paragraph 7.12, or otherwise; (b) promptly attempt to settle the claims as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding, or at law; and

(c) to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless Owner, Clackamas County, and their officers, elected officials, directors, employees, agents, consultants, and Subcontractors from and against any such claims, and against all costs (including attorney fees), losses and damages arising out of or relating to any claims or actions, legal or equitable, brought by any such owner or occupant against Owner or any other party indemnified hereunder to the extent caused by, or based upon, Design-Builder’s performance of the Work, or because of other actions, omissions or conduct of the Design- Builder, any of Design-Builder’s subcontractors, or anyone else whom the Design-Builder has a right to control. For any settlement in which the Design-Builder may seek to recover any costs or attribute any costs to the Owner, the Design-Builder shall give the Owner the opportunity to review and approve the terms of the settlement prior to Design-Builder entering an agreement with any party. Design-Builder’s failure to provide Owner the opportunity to review the terms of a settlement prior to execution of a settlement agreement shall bar the Design-Builder from seeking to recover any costs associated with the settlement from the Owner. Owner may assume its own defense and settlement at its own election and expense.

SC-5.05. In Paragraph 5.05.C, replace “30 days” with “10 days”.

SC-5.06. Delete Paragraphs 5.06.G and 5.06.H in their entirety, and replace with the following:

G. Subject to the limitations of the Oregon Constitution and the Oregon Tort Claims Act, Owner shall indemnify Design-Builder, and its officers, directors, members, partners, employees, agents, consultants and contractors from and against all claims, costs (including attorney fees), losses and damages arising out of or relating to a Hazardous Environmental Condition that (1) was not shown or indicated in the Drawings, Construction Specifications, or other Contract Documents, identified as Technical Data entitled to limited reliance pursuant to Paragraph 5.06.B, or identified in the Contract Documents to be included within the scope of the Work; and (2) does not result from a Constituent of Concern brought to the Site by Design-Builder or by anyone for whom the Design-Builder is responsible. Nothing in this Paragraph 5.06.G shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence.

H. To the fullest extent permitted by Laws and Regulations, Design-Builder shall indemnify and hold harmless Owner and Clackamas County, and their officers, elected officials, directors, employees, agents, consultants, and Subcontractors of each and any of them from and against all claims, costs (including attorneys fees), losses, and damages arising out of or relating to the failure to control, contain, or remove a Constituent of Concern brought to the Site by Design-Builder, any of Design-Builder’s subcontractors, or anyone else whom the Design-Builder has a right to control. Nothing in this Paragraph 5.06.H shall obligate Design-Builder to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence

SC-6.01.A. Delete the second sentence of Paragraph 6.01.A in its entirety and replace with the following:

Before starting any work on the Project, the Design-Builder shall file with the Oregon Construction Contractors Board, and maintain in full force and effect, the separate public works bond required by Oregon Revised Statutes, Chapter 279C.830 and 279C.836, unless otherwise exempt under those provisions. The Design-Builder shall also include in every subcontract a provision requiring the Subcontractor to have a public works bond filed with the Oregon Construction Contractors Board before starting Work, unless otherwise exempt, and shall verify that the Subcontractor has filed a public works bond before permitting any Subcontractor to start Work. Design-Builder shall include copies of both its public works bond and the public works bonds from its Subcontractors in the copies of the bonds required in Paragraph 2.01.B above.

As part of the Work under Phase 1 and Phase 2 of the project, the Design-Builder shall furnish a performance bond and a payment bond, initially in an amount equal to the Phase 1 and then, if applicable, updated to reflect the Phase 1 and Phase 2 Price, as duly established and modified under this Contract, as security for the faithful performance and payment of Design-Builder’s obligations under Phase 2, including the preparation and completion of design and related personal services specified in the Contract. Design-Builder shall provide the performance and payment bonds upon execution of any contract or amendment establishing the Guaranteed Maximum Price. If any early work amendment is authorized, the Design-Builder shall provide bonds equal to the value of construction services authorized by the early work amendment in advance of the guaranteed maximum price amendment. All applicable bonds must be provided to Owner before construction starts. Bond forms furnished by the Owner and notarized by Design-Builder's surety company authorized to do business in Oregon are the only acceptable forms of performance and payment security, unless otherwise specified in the Contract Documents or authorized in writing by the Owner. Design-Builder shall also furnish such other bonds as are required by other specific provisions of the Contract.

These bonds shall remain in effect until one year after date of Final Completion of the Project and acceptance by the Owner, or until the completion of the correction period specified in Paragraph 14.08, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents.

SC-6.01.B. Add the following phrase to the end of the first sentence in Paragraph 6.01.B: , or such sureties otherwise acceptable to the Owner.

SC-6.01.B. Add the following to the end of Paragraph 6.01.B:

The performance bond shall include, in part, provisions to indemnify and hold harmless Owner, and its officers, directors, elected officials, agents and employees.

SC-6.02.A. Delete Paragraph 6.02.A. in its entirety and replace with the following:

A. Design-Builder shall obtain and maintain insurance as required in this Article 6 and in the Supplementary Conditions.

SC-6.02.B. Delete paragraph 6.02.B. in its entirety and replace with the following:

B. As evidence of the insurance coverage required by the Contract, the Design-Builder shall furnish certificate(s) of insurance to the Owner prior to execution of the Agreement. The certificate(s) will specify all of the parties who are additional insureds or loss payees for the Agreement, identified in SC-6.02.C. A renewal certificate shall be sent to Owner at least 10 days prior to coverage expiration.

Insurance coverage required under the Agreement shall be obtained from insurance companies or entities acceptable to the Owner and that are eligible to provide such insurance under Oregon law. Eligible insurers include admitted insurers that have been issued a certificate of authority from the Oregon Department of Consumer and Business Services authorizing them to conduct an insurance business and issue policies of insurance in the State of Oregon, and certain non-admitted surplus lines insurers that satisfy the requirements of applicable Oregon law and which are subject to approval by the Owner. All companies that provide policies required under this Contract shall have a rating of not less than A-X in the most current edition of Best’s Rating Guide, in addition to any other requirements specified herein. The Design- Builder shall be financially responsible for all deductibles, self-insured retentions and/or self-insurance included hereunder. Any deductible, self-insured retention and/or self-insurance in excess of $50,000 shall be subject to approval by the Owner in writing and shall be a condition precedent to the effectiveness of any Contract.

SC-6.02.C. Add the following to the end of Paragraph 6.02.C:

The general liability insurance coverage, automobile liability, umbrella, and pollution liability if required, shall include the Owner (Water Environment Services), Clackamas County as additional insureds, but only with respect to the Design-Builder's activities to be performed under the Contract Documents. The additional-insured endorsement for CGL insurance must be written on ISO Form CG 20 10 (10 01) and CG 20 37 (10 01), or their equivalent, but shall not use either of the following forms: CG 20 10 (10 93) or CG 20 10 (03 94). Proof of insurance must include a copy of the endorsement showing “Water Environment Services and Clackamas County, together with their elected officials, agents, officers, and employees” as scheduled insureds.

If Design-Builder cannot obtain an insurer to name the Owner and Engineer as additional insureds, Design-Builder shall obtain at Design-Builder's expense, and keep in effect during the term of the Contract, Owners and Design-Builders Protective Liability Insurance, naming the Owner and Engineer as additional insureds with not less than a $4,000,000 limit per occurrence. This policy must be kept in effect for 36 months following Final Completion. As evidence of coverage, Design-Builder shall furnish the actual policy to Owner prior to execution of the Agreement.

SC-6.02.G. Delete Paragraph 6.02.G in its entirety.

SC-6.02. Add new paragraphs immediately following Paragraph 6.02.M as follows:

N. Compliance: Failure of the Design-Builder to fully comply with these requirements will be considered a material breach of Contract and shall be cause for immediate termination of the Contract at the option of District.

O. If the Design-Builder receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Design-Builder agrees to notify Owner within five (5) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. When notified by Owner, the Design-Builder agrees to stop Work pursuant to the Contract at Design-Builder’s expense, unless all required insurance remain in effect. Any failure to comply with the reporting provisions of this insurance, except for the potential exhaustion of aggregate limits, shall not affect the coverages provided to the Owner and its institutions, divisions, officers, and employees. Owner shall have the right, but not the obligation, of prohibiting Design-Builder from entering the Project Site until a new certificate(s) of insurance is provided to Owner evidencing the replacement coverage. The Design-Builder agrees that Owner reserves the right to withhold payment to Design-Builder until evidence of reinstated or replacement coverage is provided to Owner.

P. Design-Builder may obtain worker’s compensation insurance from an insurance company that has not been rated by A.M. Best, provided that such company (a) is domiciled in the state in which the project is located, (b) is certified or authorized as a worker’s compensation insurance provider by the appropriate state agency, and (c) has been accepted to provide worker’s compensation insurance for similar projects by the state within the last 12 months.

Q. All insurance carried by Design-Builder under the Agreement shall be the primary coverage. The coverages indicated are minimums unless otherwise specified in the Contract Documents.

SC-6.03A. Delete Paragraph 6.03.A in its entirety and replace with the following:

A. Workers’ Compensation: The Design-Builder is an independent contractor for purposes of the Oregon Workers' Compensation Law, as set forth in ORS Chapter 656 (“Workers’ Comp Law”) and is solely liable for any Workers' Compensation coverage under this Agreement. All employers, including Design- Builder, that employ subject workers who work under the Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage, unless such employers are exempt under ORS 656.126. This shall include Employer’s Liability Insurance with coverage limits of not less than $1,000,000 per accident for bodily injury or disease. Design-Builders who perform the Work without the assistance or labor of any employee need not obtain such coverage if the Design-Builder certifies so in writing. Design-Builder shall ensure that each of its Subcontractors complies with these requirements. The Design-Builder shall require proof of such Workers’ Compensation coverage by receiving and keeping on file a certificate of insurance from each Subcontractor or anyone else directly employed by either the Design-Builder or its Subcontractors. The Design- Builder will be solely responsible for payment of any local, state or federal taxes required as a result of these Contract Documents.

SC-6.03.B. Delete Paragraphs 6.03.B, 6.03.C, and 6.03.D in their entirety and replace with the following:

B. Commercial General Liability: Upon execution of the Agreement, Design-Builder shall obtain, and keep in effect at Design-Builder's expense for the entire term of the Agreement, Commercial General Liability Insurance (“CGL”) covering bodily injury and property damage in the amount of not less than $4,000,000 per occurrence and $5,000,000 in the aggregate in a form satisfactory to Owner. This insurance shall include personal injury liability, products and completed operations, and contractual liability coverage for the indemnities provided under the Agreement (to the extent contractual liability coverage for the indemnity is available in the marketplace), and shall be issued on an occurrence basis written on ISO Form GC 00 01 (12 04 or later) or an equivalent form approved in advance by Owner. The CGL policy shall not exclude coverage for explosion, collapse, and underground (‘xcu’) hazards. The CGL shall cover work in or near a waterway to protect against liability for bodily injury and property damage which may arise out of the Design-Builder’s operations under this Contract. The CGL shall provide separation of insured language. The Owner may adjust the CGL insurance amounts required under this provision at any time based upon institution specific risk assessments through the issuance of an amendment to the Agreement. The policy or policies obtained by Design-Builder for purposes of fulfilling the requirements of this section shall be primary insurance with respect to the Owner. Any insurance or self-insurance maintained by the Owner shall be excess and shall not contribute to it.

SC-6.03.E. Delete Paragraph 6.03.E in its entirety and replace it with the following:

E. Design-Builder shall obtain, at Design-Builder’s expense, and keep in effect during the term of the Agreement, Automobile Liability Insurance covering owned, and/or hired vehicles, as applicable. The coverage may be written in combination with the Commercial General Liability Insurance. Design-Builder shall provide proof of insurance of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Design-Builder and its Subcontractors shall be responsible for ensuring that all non- owned vehicles maintain adequate Automobile Liability insurance while on Project Site. The Owner may adjust the Automobile Liability insurance amounts required under this provision at any time based upon institution specific risk assessments through the issuance of an amendment to the Agreement.

SC-6.03.F. Delete Paragraph 6.03.F in its entirety and replace with the following:

F. Design-Builder shall obtain, at Design-Builder’s expense, and keep in effect during the term of the Contract, a $10,000,000 umbrella liability insurance over and above the Commercial General Liability, Automobile Liability and Workers’ Compensation coverage.

SC-6.03.G. Delete and replace Paragraph 6.03.G in its entirety with the following:

G. Pollution and Asbestos Liability: Design-Builder shall obtain, at the Design-Builder’s expense and keep in effect during the term of the Contract, Design-Builder’s Pollution Liability insurance for $2,000,000 covering the Design-Builder’s liability for a third party bodily injury and property damage arising from pollution conditions caused by the Design-Builder while performing their operations under the Contract.

SC-6.03.H. Add the following to the end of Paragraph 6.03.H:

Design-Builder will list Water Environment Services and Clackamas County as additional insureds on all insurance policies required to be provided under this Contract.

SC-6.03.I. Add the following to the end of Paragraph 6.03.I.1:

Design-Builder shall obtain professional liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 per occurrence, with an annual aggregate limit of $2,000,000 for damages caused by error, omission or negligent acts.

SC-6.03.J.3. Delete Paragraph 6.03.J.3 in its entirety and replace with the following:

3. Contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least 60 days prior written notice.

SC-6.03.J.4. Delete Paragraph 6.03.J.4 in its entirety and replace with the following:

4. Remain in effect at least as long as is required in this Article and at all times thereafter when Design-Builder may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to the Site to conduct other tasks arising from the Contract Documents, or longer as may be otherwise required by the Contract Documents.

SC-6.03.K Add the following new paragraph 6.03.K as follows:

K. Subcontractor Insurance: Unless a special type of insurance or special amount of coverage is required by the Owner for a specific subcontract or type of work, Design- Builder shall require all Subcontractors to provide and maintain insurance coverages with at least $1,000,000/claim, $2,000,000 aggregate for commercial general liability, $500,000/claim for automobile liability, $1,000,000/claim for professional liability (if applicable), and statutory limits for workers’ compensation insurance. Design-Builder shall require certificates of insurance from all Subcontractors as evidence of coverage. Design-Builder shall provide copies of Subcontractor’s certificates of insurance, if requested by Owner. This condition may be met through utilization of a Design-Builder Controlled Insurance Program.

SC-6.05.A. Add new paragraphs immediately following Paragraph 6.05.A.13 as follows:

14. Be subject to a deductible amount of no more than $50,000 for direct physical loss in any one occurrence, except the earthquake and flood deductible, which shall not exceed 2 percent of each loss or $50,000, whichever is greater. The deductible shall be paid by the Design-Builder in the event of any covered loss.

15. Include as loss payees Owner, the Design-Builder and its Subcontractors as their interests may appear.

16. Include for the benefit of Owner loss of profits and soft cost coverage including, without limitation, fixed expenses and debt service for a minimum of 12 months with a maximum deductible of 30 days, plus engineering or other consultants’ fees, if not otherwise covered.

17. Include by express endorsement coverage of damage to Design-Builder’s equipment.

18. Remain in full force and effect through the entire term of the Contract.

SC-6.05.B. In Paragraph 6.05.B, replace the words “10 Days” with “60 Days.”

SC-6.05.C. Add the following to the end of paragraph 6.05.C:

; provided, the Owner shall be responsible for any deductible cost to the extent any damage or loss is caused by the negligent or intentional act or omission of the Owner, the Owner's Consultant, officers, employees, agents or anyone for whom the Owner is responsible.

SC-6.05. Add new paragraphs immediately following SC-6.05.G as follows:

H. A loss insured under the Builder’s Risk insurance shall be adjusted by the Owner and made payable to the Owner as loss payee. The Design-Builder shall pay Subcontractors their just shares of insurance proceeds received by the Design- Builder, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-Subcontractors in similar manner. The Owner shall have power to negotiate and settle a loss with insurers.

I. Builder’s Risk Installation Floater: For Work other than new construction, Design- Builder shall obtain and keep in effect during the term of the Contract, a Builder’s Risk Installation Floater for coverage of the Design-Builder’s labor, materials and equipment to be used for completion of the Work performed under the Contract. The minimum amount of coverage to be carried shall be equal to the full amount of the Contract. The policy will include as loss payees Owner, the Design-Builder and its Subcontractors as their interests may appear. Owner may waive this requirement at its sole and absolute discretion.

SC-6.06.A. Delete Paragraph 6.06.A in its entirety and replace with the following:

A. All policies purchased in accordance with Paragraph 6.05, expressly including the builder’s risk policy, shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insureds thereunder, or their officers, directors, elected officials, employees agents, consultants or Subcontractors. Owner and Design-Builder waive all rights against each other and the respective officers, directors, elected officials, members, partners, employees, agents, consultants, and Subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against all individuals identified in the Supplementary Conditions as insureds, and the officers, directors, elected officials, members, partners, employees, agents, consultants and Subcontractors of each and any of them, under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner and Design- Builder as trustee or fiduciary, or otherwise payable under any policy so issued.

SC-6.06. Delete Paragraphs 6.06.B and 6.06.C in their entirety.

SC-6.07. Delete Paragraphs 6.07.A, 6.07.B and 6.07.C in their entirety and replace with the following paragraph:

A. Any insured loss under the builder’s risk and other policies of insurance required by Paragraph 6.05 will be adjusted and settled with the named insured that purchased the policy.

SC-7.01B. Delete Paragraph 7.01.B in its entirety and replace with the following:

B. The standard of care for all Design Professional Services performed or furnished by Design-Builder under this Contract will be in accordance with the standard of professional skill and care required for a project of similar size, location, scope, and complexity, during the time in which the Design Professional Services are provided.

SC-7.03B. Add the following after the first sentence of Paragraph 7.03.B:

If a replacement is necessary, the replacement shall also be a competent resident superintendent and shall be subject to prior approval by Owner. The Design- Builder’s superintendent shall be present at the Site at all times while Work is in progress and shall be available by phone for emergencies 24 hours per day, 7 days per week during Phase 2 work. If at any time the superintendent leaves the Project Site while Work is in progress, Owner shall be notified and provided with the name of the Design-Builder’s representative having responsible charge. The superintendent will be Design-Builder’s representative at the Site and shall have authority to act on behalf of Design-Builder. All communications given to or received from the superintendent shall be binding on Design-Builder.

SC-7.03C. Add new paragraph immediately following Paragraph 7.03.B as follows:

C. If a replacement project manager is necessary, the replacement shall also be a competent project manager and shall be subject to approval by Owner.

SC-7.04.B. Delete Paragraph 7.04.B in its entirety and replace with the following:

B. Design-Builder and Subcontractor regular working hours shall be between 7:00 a.m. and 6:00 p.m. on weekdays, Monday through Friday, only. If a change to these standard hours is desired, a written request must be placed with Owner and Owner’s Advisor a minimum of five work days prior to the first day of altered hours. Design-Builder shall comply with all applicable requirements of ORS 279C.540. The following holidays are observed by Owner which shall be considered legal holidays, Design-Builder must submit in writing for approval prior to working on the holiday’s listed below and ensure observance of the holidays is consistent with ORS 279C.540:

1. New Year’s Day (January 1)

2. Martin Luther King Jr. Day (third Monday in January)

3. President’s Day (third Monday in February)

4. Memorial Day (last Monday in May)

5. Juneteenth (June 19)

6. Independence Day (July 4)

7. Labor Day (first Monday in September)

8. Veteran’s Day (November 11)

9. Thanksgiving Day (fourth Thursday in November)

10. Christmas Day (December 25)

SC-7.05. Add new paragraphs immediately following Paragraph 7.05.C as follows:

D. Until Substantial Completion of the Work is acknowledged by Owner, Design- Builder shall have the responsible charge and care of the Work and of materials to be used herein, including materials for which Design-Builder has received partial payment or materials which have been furnished by Owner, and shall bear the risk of injury, loss, or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution of the Work or not.

E. Design-Builder shall rebuild, repair, restore, and make good all injuries, losses, or damages to any portion of the Work or the materials occasioned by any cause before the Work’s completion and acceptance and shall bear the expense thereof. Where necessary to protect the Work or materials from damage, Design-Builder shall, at Design-Builder’s own expense, provide suitable drainage and erect such temporary structures or rent such structures as are necessary to protect the Work or materials from damage. The suspension of the Work or the granting of an extension of time for any cause whatever shall not relieve Design-Builder of Design-Builder’s responsibility for the Work and materials as specified herein.

F. When the quality of a material, process, or article is not specifically set forth in the Contract Documents, the best available quality of the material, process, or article shall be provided.

SC-7.06. Delete Paragraph 7.06.C in its entirety.

SC-7.07. Add new paragraphs immediately following Paragraph 7.07.K as follows:

L. Design-Builder shall ensure that any person entering into any subcontract to perform under the Contract is registered with the Secretary of State to do business in the State of Oregon; not prohibited from entering into a public contract by the Oregon Bureau of Labor and Industry, the Oregon Construction Contractors Board or Federal Excluded Party listings; and is a Responsible Proposer as defined by ORS 279C.

M. Design-Builder shall Self Perform, Work amounting to a minimum of 35 percent of the combined value of all items of the Work covered by the Contract.

SC-7.08. Delete Paragraphs 7.08.B and 7.08.C in their entirety and replace with the following:

B. Subject to the limits of the Oregon Constitution and the Oregon Tort Claims Act, Owner shall indemnify Design-Builder, and its officers, employees, agents from and against all claims, costs (including attorney fees), losses, and damages arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device specified in the Contract Documents, but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights.

C. To the fullest extent permitted by Laws and Regulations, Design-Builder shall indemnify and defend Owner, Clackamas County, and their officers, directors, elected officials, employees, agents, consultants and Subcontractors from and against all claims, costs (including attorney fees), losses, and damages arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents.

SC-7.09. Add new paragraph immediately following Paragraph 7.09.B as follows:

C. With the exception of specific permits to be obtained by the Owner, Design-Builder will be responsible for obtaining all required construction permits and maintaining compliance with those permits throughout the course of the Work. Owner will pay the cost of obtaining permits. The Design-Builder shall be responsible for any penalties or fines that result from Design-Builder’s noncompliance with the terms of any and all permits.

SC-7.11. Delete Paragraph 7.11.B in its entirety and replace with the following:

B. If Design-Builder performs any Work or takes any other action knowing or having reason to know that is contrary to Laws and Regulations, Design-Builder shall bear all resulting costs and losses, and shall indemnify and defend Owner, Clackamas County, and their officers, directors, elected officials, employees, agents, consultants and Subcontractors from and against all claims, costs (including attorney fees), losses and damages arising out of or relating to such Work or other action.

SC-7.11. Add new paragraphs immediately following Paragraph 7.11.C as follows:

D. While not intended to be inclusive of all Laws or Regulations for which Design- Builder may be responsible under Paragraph 7.11, the following Laws or Regulations, as may be amended from time to time, are included as mandated by statute or for Design-Builder’s ease of reference:

1. Prevailing Wage Rates:

a. Design-Builder shall comply fully with the provisions of ORS 279C.800 through 279C.870. Pursuant to ORS 279C.830(1)(d), Design-Builder shall pay workers not less than the specified minimum hourly rate of wage, and shall include that requirements in all subcontracts. Design-Builder and all Subcontractors shall also comply with the provisions of the Davis-Bacon Act (40 U.S.C. 3141 et seq), and shall pay the higher of either the state or federal prevailing wage rates for the type of work being performed. The Bureau of Labor and Industries (“BOLI”) wage rates and requirements set forth in the following BOLI booklet (and any listed amendments to that booklet), which are incorporated herein by reference, apply to the Work authorized under this Agreement:

1) Prevailing Wage Rates for Public Works Contracts in Oregon, September 3, 2026 can be downloaded at the following web address: http://www.oregon.gov/boli/whd/pwr/pages/pwr_state.aspx

b. Owner will pay the fee required by ORS 279C.825 to the Commissioner of the Bureau of Labor and Industries.

c. Design-Builder shall provide written notice to all workers of the number of hours per day and days per week such workers may be required to work.

2. Discrimination: Design-Builder shall comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations, and:

a. In accordance with ORS 279A.110, Design-Builder will not discriminate against Disadvantaged, Minority, Women, or Emerging Small Business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining required subcontracts.

b. Design-Builder shall maintain, in current and valid form, all licenses and certificates required by the applicable Laws and Regulations or the Contract when performing the Work.

3. In accordance with ORS 279C.505, Design-Builder shall demonstrate to Owner that it has an employee drug testing program in place prior to commencement and at all times during the performance of the Work.

4. ORS 654.150 applies at the Construction Site. All costs incurred in complying with state statutes requiring sanitation facilities shall be borne by Design-Builder.

5. Payment by Design-Builder:

a. The Design-Builder shall promptly make full payment for labor, materials, supplies and provisions at such times as they become due and payable to all persons supplying the Design-Builder or his Subcontractor with labor, services, materials, supplies, or provisions for the prosecution of the work provided for in the contract. Design- Builder shall pay all contributions or amounts due the Industrial Accident Fund from such Design-Builder or Subcontractor incurred in the performance of the Work. The Design-Builder shall not permit any lien or claim to be filed or prosecuted against the Owner for or on account of any labor, services, materials, supplies, or provisions furnished. The Design-Builder shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

b. In the event the Design-Builder fails, neglects, or refuses to make prompt and full payment of any claim for labor, services, materials, supplies or provisions furnished by any person in connection with the Work, whether the labor, services, materials, supplies, or provisions to be performed are furnished for the Design-Builder or for a Subcontractor, then and in such event, the Owner may withhold the amount of such claim by the person or persons furnishing such labor, services, materials, supplies, or provisions and deduct the amount of from funds due or to become due to the Design-Builder by reason of the Contract Documents. The deduction of any such amounts because of claims and the manner herein authorized will not, however, relieve the Design-Builder or his surety from their obligation with respect to any unpaid claims. Sums withheld for the purposes named herein will be paid to the Design-Builder upon certification that said claims have been paid.