35714 Sample WOC POSTED.doc

Form C015-G051223

SAMPLE

WORK ORDER CONTRACT #: TBD (ORBuys PO #: )

PRICE AGREEMENT (“PA”) #: TBD (ORBuys #: )

Personal Services – Non A&E Project Name/Location: TBD This Work Order Contract (“WOC”) is entered into by and between the State of Oregon, by and through its Oregon Department of Transportation (“Agency” or “ODOT”), and ____________________ an [Enter the state of incorporation if Contractor is a corporation] _________________ corporation (“Contractor” or “Consultant”). This WOC incorporates by this reference:

a. all of the Terms and Conditions contained in Part II of the above referenced PA;

b. the provisions from all PA Exhibits with the exception of: Exhibit D (if no fed funding),Exhibit K (if any fed funding);

c. the attached Statement of Work and Delivery Schedule;

d. the attached Breakdown of Costs (BOC) and Appendix 1-WOC Rate Matrix (Except for Fixed-Price, File copy only).

WOC EXPIRATION DATE: [Enter expiration date that is 6 months (or more) beyond the latest due date for deliverables. This does not change the performance schedule or due dates for deliverables. What it does is avoid unwanted expiration by allowing time for: 1) unexpected delays; 2) Agency review of deliverables [and Contractor revision if needed]; and 3) non-emergency processing of amendments for time extensions and statement of work revisions as needed.]____________. The required schedule for performance under the WOC is specified in the Statement of Work and Delivery Schedule.

Certified Small Business Aspirational Target (for State-only funded and WOC will exceed $100,000, including as amended; see PA Exhibit K): N/A

The Total Not-to-Exceed (“NTE”) amount for this WOC. This total includes $______ for contingency tasks, each of which must be separately authorized by Agency.

This WOC is effective on the date it has been signed by the Parties and all required State of Oregon approvals have been obtained. No Payment shall be made for Services that are performed before: i) the WOC effective date and ii) a Notice-To-Proceed has been issued by Agency.

Certification:

A. Any individual (the undersigned) signing on behalf of Contractor hereby attests and certifies under penalty of perjury:

(1) Contractor has provided its correct TIN to Agency.

(2) Contractor is not subject to backup withholding because (a) Contractor is exempt from backup withholding, (b) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified Contractor that Contractor is no longer subject to backup withholding.

(3) The undersigned is authorized to act on behalf of Contractor, the undersigned has authority and knowledge regarding Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor is not in violation of any Oregon Tax Laws or any applicable tax laws of political subdivisions of this State. For purposes of this certification, “Oregon Tax Laws” means: (i) all tax laws of this state, including but not limited to ORS 305.380(4), ORS 305.620 and ORS chapters 316, 317, and 318; and (ii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; and (iii) any tax provisions imposed by a political subdivision of this state that apply to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions.

B. Any individual signing on behalf of Contractor hereby certifies they are authorized to sign this WOC and that:

(1) Contractor has read, understands and agrees to comply with the requirements set forth in the PA and in all Exhibits and other documents incorporated by reference in the PA.

(2) Contractor understands and agrees that any exhibits or other documents not physically attached to the PA that are incorporated by reference have the same force and effect as if fully set forth herein.

(3) Contractor has made all required Conflict of Interest (COI) disclosures, if any.

(a) Contractor understands and has provided to all Associates (as defined in the COI Guidelines) the ODOT COI Guidelines and COI Disclosure Form available at: https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx. Contractor and, to the best of the undersigned’s information, knowledge and belief, Contractor’s Associates, are in compliance with and have no disclosures required per the COI Guidelines (as may revised from time to time by Agency); or; or

(b) If disclosures regarding this WOC or the related Project are required per the ODOT COI Guidelines, Contractor has made such disclosures to Agency on a properly prepared and submitted COI Disclosure form and, if determined necessary by Agency, a mitigation plan has been approved by Agency.

(4) Contractor represents and warrants and attests that Contractor has for the six years preceding the effective date of this WOC complied with, and agrees that during the term of this WOC shall comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State as provided in A.(3) above. Contractor’s false attestation or failure to comply with Oregon Tax Laws or the applicable tax laws of political subdivisions of this State for the six years before the Contractor executed the WOC or during the term of the WOC is a default for which Agency may terminate the WOC and PA and seek damages and other relief available under the terms of the PA or under applicable law.

[Item (5) is required if any federal funding and if WOC, including as may be amended, will exceed $100,000.]

(5) (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this WOC, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," (https://www.gsa.gov/cdnstatic/SFLLL_1_2_P-V1.2.pdf?forceDownload=1) in accordance with its instructions.

(c) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

(d) Contractor shall require that the language of this certification be included in all subcontracts in excess of $100,000 at all tiers and that all such subcontractors shall certify and disclose accordingly.

[Item (6) is required for WOCs that will exceed $150,000, including as may be amended, except as provided in 2017 HB3060.]

(6) As a material term of the WOC, Contractor agrees and has a written policy and practice, that meets the requirements described in ORS 279A.112, of preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the WOC, to maintain the policy and practice in force during the entire Contract term (see additional information and sample policy template at https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx).

(7) Contractor is an independent contractor as defined in ORS 670.600 and as described in IRS Publication 1779 (https://www.irs.gov/pub/irs-pdf/p1779.pdf).

(8) In the event that Contractor is a general partnership or joint venture, Contractor signature(s) on this WOC constitutes certifications to the above statements pertaining to the partnership or joint venture, as well as certifications of the above statements as to any general partner or joint venturer signing this WOC.

Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the PA, WOC and amendments, submitted or exchanged via email 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. Agency reserves the right at any time to require the submission of the hard copy originals of any documents.

Accessibility. The Oregon Department of Transportation is committed to complying with all statutory requirements to ensure that it is providing information that is more accessible to people with disabilities, as required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and 36 C.F.R. 1194 Appendix A. To request reasonable accommodation for access, due to a disability, to information related to this document, please contact the Oregon Department of Transportation’s Procurement Office at OPOAdministration@odot.oregon.gov or phone #503-986-2710.

[Revise signature lines as necessary for this WOC]

CONTRACTOR

By: Title: Date:

Signature

DOJ REVIEW: (Reviewed by via email dated ________) or (Not required per ) Reviewed by Assistant Attorney General Date

ODOT (Procurement Authority)

Signature Print Name Date ODOT (Expenditure Decision Authority)

Signature Print Name Date

PA #_______; WOC #; _____ Non-A&E WOC Form

STATEMENT of WORK and DELIVERY SCHEDULE for WOC # __________ under PA # __________

Project Name

Name:

Address:

Phone:

Fax:

Email:

Agency’s Project Manager (“APM”) for the WOC Rebekah A Jacobson 555 13th NE Salem OR 97301

503.986.2855 Rebekah.a.jacobson@odot.oregon.gov

Address:

Fax:

Email:

Contractor’s Project Manager (“PM”)

______@_____.com

Email:

Agency’s Contract Administrator for the WOC Rebekah A Jacobson

Email:

Alternate Contact for Contractor [this information is optional]

A. PROJECT DESCRIPTION and OVERVIEW of SERVICES Agency is contracting with Contractor for Services in connection with the following project:

[Insert a detailed description of the Training Services from Task description form Price Agreements Menu of Services]

This statement of work (“SOW”) addresses Phase 1. Each subsequent phase is optional, at Agency’s discretion, and may be added via amendment(s) to this WOC.

Agency Responsibilities [Enter items provided or completed by Agency, if any – delete if none.]

Acronyms and Definitions [Include here a table of definitions for acronyms and technical terms if many are used throughout SOW. Alternatively, indicate here that “A list of Acronyms and Definitions is attached as WOC Appendix XX.”]

B. STANDARDS and GENERAL REQUIREMENTS [Use the following subsections to list any requirements specific to this WOC that are not included in the PA - delete if none.] The standards and general requirements applicable to this WOC are stated in the parent PA. In addition to those stated in the PA, the following shall apply to this WOC:

1. Standards

· [See OARs 137-047-0255(2)(a)(D) and 0260(2)(b)(D)]Contractor shall meet the highest standards prevalent in the industry most closely involved in providing the Goods or Services required under this WOC.

· [Include if applicable]State Owned Assets. All State-owned assets, if any, in Consultant’s possession must be promptly returned to Agency when the Services are complete, when the WOC is terminated, or when requested by Agency, whichever occurs first.

· [Include in all WOCs]Legal Services and Fees. If Consultant uses legal services to support the Consultant’s performance of any Services under this WOC, that is a decision within the Consultant’s discretion; however, no charges for Consultant legal counsel or for legal services shall be charged to Agency as a subconsultant cost or other cost and any such costs or charges shall be paid for by the Consultant at the Consultant’s sole expense and at no cost to the Agency.

5. Compliance with Applicable Law (in addition to those identified in the PA)

C. REVIEW, COMMENT and SCHEDULE OVERVIEW

· Contractor shall coordinate with Agency staff as necessary and shall revise Draft to incorporate Agency draft review comments.

· Contractor shall incorporate comments within 10 business days from receipt by Agency and return the Final to Agency staff, unless a different timeframe is specified for specific tasks or otherwise agreed to in writing by Agency.

D. FORMAT REQUIREMENTS

· Contractor shall submit draft deliverables in electronic format via email (and hard copy if requested).

· Contractor shall also submit all graphic files accompanying reports separately in .jpg or .tif formats unless specified differently by Agency.

· Each draft and final text-based or spreadsheet-based deliverable shall be provided in MS Office file formats (i.e., MS Word, Excel, etc.) and must be fully compatible with version used by Agency.

· Additional format requirements may be listed with specific tasks/deliverables throughout the SOW or in the PA/Contract.

E. TASKS, DELIVERABLES and SCHEDULE Unless the WOC is terminated or suspended, Contractor shall complete all tasks and provide all deliverables (collectively, the “Services”) included in this WOC and in accordance with the performance requirements and delivery schedules included in this WOC. The delivery schedule is listed under each task.

Select Tasks from Menu of Services in Price Agreement

F. CONTINGENCY TASKS Reserved

G. ADDITIONAL PROVISIONS FOR WOCs

1. Project Cooperation. All Project Cooperation provisions, as detailed in PA Exhibit C, shall apply to this WOC.

Specified Staff (other than Key Personnel). Contractor and Agency may agree to specific staff for various task assignments within WOCs. The names and roles of any Contractor or sub-Contractor Specified Staff and their roles are as follows:

In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person or Specified Staff:

· Agency shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for the Key Person or Specified Staff.

· Any substitute or replacement for a Key Person or Specified Staff must be approved in writing (email acceptable) and shall be deemed to be a Key Person under the WOC.

3. Staffing Adjustments. Contractor may make necessary staffing adjustments (other than Key Personnel or Specified Staff) to the proposed staff {as shown in Contractor’s Breakdown of Costs (BOC)} provided:

· the alternate staff are appropriately qualified to complete the assigned tasks,

· any changes do not exceed approved billing rate maximums for the classification, and

· the Services can be completed without exceeding WOC (or task, if applicable) NTEs.

Contractor shall email notice to APM prior to implementing needed changes to staffing assignments.

H. COMPENSATION

The method(s) of compensation and payment option(s) selected below (and as specified for any Contingency Tasks in the table in Section F) are incorporated from Exhibit B to the PA. For additional detail and requirements regarding compensation methods, payment options, or Agency’s right to withhold retainage, see PA - Exhibit B, Compensation. No compensation is provided to Contractor for negotiations, preparing or revising cost estimate for Services, or negotiating contracts with subcontractors.

H.1 Non-Contingency Tasks [Unused options may be deleted] The method(s) of compensation for non-contingency tasks in this WOC is:

|_| Fixed Price (includes all labor costs, overhead, profit, travel and other expenses) |_| Fixed Price (including all expenses except travel). Approved travel expenses will be reimbursed at the rates provided in PA Exhibit B, Section B (Travel) up to the Travel NTE Amount identified in the Compensation Summary Table in section H.4.)

|_| Fixed Price Per Deliverable (includes all labor costs, overhead, profit, travel and other expenses) |_| Fixed Price per Milestone for all non-contingency Services (includes all labor costs, overhead, profit, travel and other expenses) [If Fixed Price per Deliverable or Milestone was selected above in this section, insert here a table of Deliverables or Milestones with the fixed prices applicable to each.] |_| Fixed Price per _other__ [Describe alternate method of fixed price compensation.] |_| Time and Materials with Not-To-Exceed (“T&M”) |_| Price Per Unit Price Per Unit detail is provided in the following table:

Price Per Unit Table

Total NTE (Enter this amount in the Compensation Summary Table in section H.4):

[Fill in fields in next paragraph if using more than one compensation method. Delete “Mixed Method of Compensation” paragraph (blue highlighted text) if using only one method.]

Mixed Method of Compensation The methods of compensation for non-contingency tasks in this WOC are:

· Fixed Price for the following tasks: ______________________

· T&M for the following tasks: _________________________

· Cost reimbursement for allowable travel expenses. The NTE amount for travel expenses is entered in section H.4, Compensation Summary Table

· Price Per Unit detail is provided in the above Price Per Unit Table.

The dollar amount(s) for non-contingency tasks is entered in Section H.4 on the applicable lines of the Compensation Summary Table.

H. 2 Payment Options [For all WOCs, select the payment option below]

The payment option for the Services in the attached SOW is:

|_| Monthly Progress Payments for acceptable and verifiable progress (For costs on T&M);

|_| Monthly progress payments for percentage of Services completed (For Fixed Price);

|_| Payment upon Milestone, Deliverable or other Unit completion;

|_| Single Payment for Full Completion of Services.

H.3 RESERVED

H.4 Total WOC NTE Amount [The table below is used to show a summary of costs. Leave items listed, but enter “N/A” on any of the line-items that are not applicable. If this is a Fixed Price WOC, travel costs are entered on line 2 only if travel is reimbursed at cost (up the travel NTE) and travel is not in the fixed price amount.]

Compensation Summary Table

Amount

N/A

TOTAL NTE (line 4 plus line 5) This amount includes all direct and indirect costs, profit, Fixed Fee amount (if any) and contingency task costs (if any).

[Also enter this amount in the table on page 1 of the WOC.]

H.5 INVOICES

Invoices must be in conformance with the ODOT Invoice Requirements Guide and any other PA requirements. The Invoice Requirements Guide is available on the Internet at:

https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx

Enter the correct email box address(es) in the blue highlighted field below -

· For Region 1 projects, submit invoices to Region1ContractInvoices@odot.oregon.gov and APM.

Contractor shall submit invoices electronically via email to __________________________ and APM.

[OCR has asked that the following language be included in all WOCs that include subcontractors. The form is already required in Exhibits E and K of the PA, but some firms are not submitting the form.] H.6 Summary Report of Subcontractors Paid This reporting requirement applies to all WOCs with an NTE of $100,000 or more that include subs, regardless of funding or whether or not a DBE goal or Certified Small Business Aspirational Target is assigned. Contractor shall complete and submit to APM an initial Paid Summary Report - form 734-2882 (https://www.odot.oregon.gov/forms/odot/highway734/2882.pdf) with the final negotiated breakdown of costs (prior to WOC execution), interim reports and final report per the instructions for A&E and related services on the form. Contractor must report payment information for all subcontractors and suppliers used under the WOC throughout the period of performance. This reporting is required for all projects that include subs, regardless of funding or whether or not a DBE goal or Certified Small Business Aspirational Target is assigned.

WOC ATTACHMENTS

BREAKDOWN OF COSTS FOR SERVICES

ATTACHMENT - DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROVISIONS (No Goal) [Revised Jul 2022]

For purposes of these DBE Provisions, “Contract” means any project-specific contract, Price Agreement (“PA”), Work Order Contract (“WOC”), Task Order, or any other contract entered into with ODOT (or local agency when applicable). “Consultant” and “Contractor” are hereinafter referred to as “Contractor”. See section e for specific reporting requirements of Contractor.

a. Policy and Program Authorities: ODOT and Contractor agree to abide by and take all necessary and reasonable steps to comply with these DBE Provisions and the following, which are incorporated in this Contract with the same force and effect as though fully set forth in this Contract:

· ODOT DBE Policy Statement (https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-Enterprise.aspx)

· ODOT DBE Program Plan (https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-Enterprise.aspx), and

· Requirements of Title 49, Code of Federal Regulations, Part 26 (https://www.ecfr.gov/current/title-49/subtitle-A/part-26?toc=1)- Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.

ODOT’s DBE Program authorities are set forth in the ODOT DBE Program Plan.

b. DBE Goals: ODOT’s overall goal for DBE participation is 15.37% for FHWA funded Contracts and 6% (proposed) for FTA funded Contracts. For FHWA funded contracting, ODOT may assign DBE Contract goals to increase participation by DBEs. For any Contract with an assigned DBE goal, Contractor shall select a portion of work available under the Contract for DBE participation. Contractor may use DBE subcontractors, suppliers, manufacturers, or Professional Services and Related Services providers to fulfill the assigned DBE Contract goal as long as the DBE is certified in the types of work selected. The assigned DBE Contract goal remains in effect throughout the life of the Contract. Dollar values of participation shall be credited toward meeting the assigned DBE Contract goal based on DBE gross earnings.

A DBE participation goal has not been established for this procurement.

c. Nondiscrimination Requirement: Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this USDOT-assisted Contract. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as ODOT deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

d. Prompt Payment and Retainage: Contractor shall pay each subcontractor for satisfactory performance of its contract no later than 10 calendar days from receipt of each payment Contractor receives from ODOT (or local agency when applicable). In addition, Contractor shall return any retainage payments to each subcontractor within 10 calendar days after the subcontractor's work is satisfactorily completed.

e. Reporting Requirements: Contractor shall complete and submit initial, interim and final Paid Summary Reports [form 734-2882] per the instructions on the form. Contractor must report payment information for all subcontractors and suppliers used under the Contract throughout the period of performance.

f. Commercially Useful Function: For Contracts with no DBE goal assigned, ODOT may count race-neutral DBE participation toward its overall goal, provided the DBE is performing a commercially useful function (“CUF”) as set forth in 49CFR § 26.55. A DBE performs a commercially useful function when it is responsible for execution of the work of the Contract/subcontract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. Additional detail regarding CUF requirements and other conditions for counting participation by DBE contractors is set forth in 49CFR § 26.55. ODOT may perform a CUF review at any time during the performance of the Contract.

g. Termination of DBE Notification Requirement: Contractor must promptly notify ODOT whenever a DBE subcontractor performing work related to this Contract is terminated or fails to complete its work. See additional requirements of 49 CFR § 26.53(f) regarding termination of a DBE.

h. Remedies: Contractor’s failure to comply with these DBE Provisions and the requirements of 49 CFR Part 26 may result in one or more of the following administrative actions as deemed appropriate by ODOT: non-compliance documented in ODOT evaluation of Contractor performance, a corrective action plan prepared by Contractor, ODOT (or local agency when applicable) withholding of retainage, suspension of work, reporting of non-compliance to the federal System for Award Management (“SAM”) available at https://sam.gov/, any other remedies provided under the Contract.

i. Information/Questions: The DBE program is administered by the ODOT Office of Civil Rights (“OCR”). Questions related to the DBE Program may be sent via email to ocrinforequest@odot.oregon.gov or otherwise directed to: Oregon Department of Transportation Office of Civil Rights, ODOT Materials Laboratory Building, 800 Airport Road SE, Rm 61, Salem, OR 97301; Phone: 503-986-4350, .

j. Directory of Certified Firms: A searchable database for active certified firms (by NAICS code, NIGP code, ODOT code, certification type, location or project ethnicity goals) is available on line at: https://oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp.

Related Web Sites:

All forms, documents and CFRs referenced or linked in these DBE Provisions are available on line at:

· Forms: https://www.oregon.gov/ODOT/Business/OCR/Pages/Forms.aspx

· Documents: https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-Enterprise.aspx

· 49 CFR Part 26: https://www.ecfr.gov/current/title-49/subtitle-A/part-26?toc=1

Acronyms & Definitions for DBE Provisions