Attatchment A-F~1.docx

ATTACHMENT A – SPECIAL PROVISIONS

PROJECT NAME: MP 7 Quarry Shoulder Rock Production

SCOPE OF WORK: Work includes producing and stockpiling 10,000 CY of specified aggregate from mandatory material source and associated work as required.

WORK LOCATION: MP 7 Quarry is located approximately 6.7 miles southeast of Prineville on Paulina Hwy OR380 in the NE ¼ NW ¼ of Section 20, and S ½ Sec. 17, T.15 S., R. 17 E. W.M.

PROJECT MANAGER:

Ramon Alonso 63055 N. Hwy 97. Bldg. M Bend, OR 97701 Phone: (541) 419-9481 Email:Ramon.ALONSO@odot.oregon.gov

APPLICABLE SPECIFICATIONS: The Specifications which are applicable to the work on this project are the 2021 Oregon Standard Specifications for Construction (“Standard Specifications”), which are by this reference incorporated herein and the Special Provisions. The Standard Specifications include detailed technical specifications in Sections 00200 and beyond that apply to this ITB and any resulting Contract. Some sections of the technical specifications may be identified and modified in the Plans and Specifications. Sections of the technical specifications not identified in the Plans and Specifications remain applicable to the Contract according to their original terms.

Sections in Part 00100 of the Standard Specifications (General Conditions) are not applicable to the Contract unless they are specifically identified in the Plans and Specifications as being applicable. However, if a Part 00100 section that has been identified as being applicable references another section in Part 00100, or a technical specification (Parts 00200 and beyond) references a section from Part 00100, that section from Part 00100 applies to the Contract for purposes of supporting and giving full effect to the specification that referenced it. Bidders can access the Standard Specifications online at:

http://www.oregon.gov/ODOT/Business/Pages/Standard_Specifications.aspx

COOPERATION WITH UTILITIES: 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 contractor shall notify owners of Utilities prior to the performance of work in the vicinity of their Utilities. The utilities notification system telephone number is 811 (or use the old number which is 1-800-332-2344).

PAYMENT: Payment for all work under this contract is to be included in the bid items contained in the Bid Schedule. Payment constitutes full compensation to the Contractor for furnishing all Materials, Equipment, labor and incidentals necessary to complete the work as specified. There will be no separate payment for items not listed, as that work will be included in payment made for the items listed in the Bid Schedule.

PAYMENT TO CONTRACTOR: The Contractor shall be paid upon completion of contract work. A bill must be submitted to the Project Manager for payment processing. There shall be no retainage for work performed under this contract.

PRECONSTRUCTION CONFERENCE, SCHEDULE AND LIMITATIONS OF OPERATIONS: The Contractor shall meet with the Project Manager for a preconstruction conference at a mutually agreed upon time. Work shall commence within 10 working days of this meeting providing the Notice to Proceed has been received. At the preconstruction conference, submit a project schedule to plan, coordinate and control the progress of construction and traffic control installations. The project schedules will take into account the orderly, timely, and efficient prosecution of the work in sufficient detail to enable both the Contractor and the Project Manager to plan, coordinate, appraise, document, and control their respective contract responsibilities. The predicted Completion date(s) for the project schedule shall be within the specified contract time.

SECTION 00210 - MOBILIZATION

Comply with Section 00210 of the Standard Specifications.

SECTION 00235 - AGENCY PROVIDED MATERIAL SOURCES

Section 00235, which is not a Standard Specification, is included in this Project by Special Provision.

Description

00235.00 Scope - This Work consists of utilizing Agency provided prospective or mandatory material source as the Contractor elects or as required for the construction of the Contract.

00235.01 Material Source Specific Requirements - The following mandatory material source, for the production of aggregate, is to be used on this Project:

(a) Mandatory Material Source, MP 7 Quarry:

Source Number - OR- 07-031-4 DOGAMI Number – 07-0155 Location – Approximately 6.7 miles southeast of Prineville on Paulina Hwy OR380 in the NE ¼ NW ¼ of Section 20, and S ½ Sec. 17, T.15 S., R. 17 E. W.M.

Access - At MP 7.03 of Paulina Hwy OR 380, turn south on to gated gravel access road and continue 300 feet to the Stockpile Site and 0.6 mile to the quarry Available Area for Equipment Setup, Stockpiling, and Processing Aggregate:

Existing – 2.5 acres in Quarry, and 2.0 acres at the stockpile site Development – 2.2 acres

00235.03 Laws - Conduct operations within the material source according to all applicable State, county, and federal laws including mining and fire laws. Provide, operate, and maintain wildland firefighting equipment appropriate for the current fire levels on-site at all times during all material source operations.

00235.04 Permits - Copies of the Plans, permits, and the material source narrative for the material source are available for inspection at the Project Manager's office. Operations within the material source shall conform to the stipulations and conditions of these documents and to all of the requirements of the Contract.

00235.05 Pre-Work Meeting - Before occupying the material source, attend a pre-work meeting at the material source with the Engineer and the following owners or representatives:

00235.06 Source Occupancy - Coordinate material source occupancy with the Engineer. The material source information listed in Table 00235-1 below shall be as shown. Do not operate beyond the material source Project boundary unless otherwise directed in writing.

Table 00235-1

new reject fines stockpile new scalpings stockpile new safety berm/ overburden storage area access road new bench access road excavation areas prior disturbed boundary ODOT property/permit boundary existing oversize and shot rock stockpile processing area aggregate stockpile

00235.07 Source Development - If proposing changes to the material source development plan, submit a source development plan as an unstamped Working Drawing according to 00150.35. Do not begin Work in the material source until the source development plan has been approved in writing by the Engineer.

Develop a site-specific Erosion and Sediment Control Plan for the material source according to 00280.04 and submit it to the Engineer at or before the pre-work meeting. Construct stormwater control berms as needed to control runoff. Do not allow any materials, including sediments, Aggregate or crushing by‑products to enter into waterways or Wetlands.

Develop a site-specific Pollution Control Plan for the material source according to 00290.30(b), and submit it to the Engineer at or before the pre-work meeting. Include the following requirements in the Pollution Control Plan:

Do not discharge waste or by-product if it contains any substance in concentrations that could contaminate Soils or result in harm to fish, wildlife, or water sources.

Store all potentially hazardous materials and solid waste in a manner that prevents seepage into the ground or groundwater sources. Lined sumps or pits are allowable options for storage. If pits or sumps are used, construct adequate berms or provide other measures to prevent breaching of the pits or sumps.

For materials capable of causing water pollution if discharged, locate storage facilities in an area that prevents spillage into waterways or Wetlands.

Construction

00235.40 General - All vehicles and Equipment, prior to entering the site for the first time, and each subsequent time if the vehicle has left the Roadway outside the construction Project limits, shall be steam cleaned of all debris (soil, dirt, plant parts, and vegetative matter) before being brought back to the site. Notify the Engineer before moving each vehicle onto the site. Certify, in writing, that the Equipment has been steam cleaned.

00235.41 Restrictions and Protection of Resources - Comply with the following for all operations within the material source:

Protect cultural resources according to 00290.50.

Protect migratory birds according to 00290.36(a).

Do not utilize, contaminate, or disperse material from existing stockpiles. If existing stockpiles interfere with the Contractor’s operations, move the stockpiles to other locations within the material source area as directed, at no additional cost to the Agency.

Limit mineral and Aggregate extraction, crushing, processing, and Equipment operation activities including drilling activities to the hours of 6:00 a.m. to 6:00 p.m., Monday through Saturday, and crushing and blasting activities to April 1 through November 30 unless modifications to these restrictions are requested in writing and approved by the Engineer. Do not conduct any operation on Sundays or legal holidays, as defined in ORS 279C.540.

00235.42 Source Setup - Before proceeding with Work in the material source, the following apply:

(a) Access:

For material source MP 7 Quarry 00235.01(a) develop and maintain a bench access road from the developed excavation floor to the top of the excavation. Construct this road with a width of 12 feet and reasonably uniform grade, no steeper than a 16 percent grade (1V:6H), for access to the top of the quarry. An approximate location for development of this road is shown on the Plans. Determine the exact location in the field. Obtain the Engineer's approval before constructing the access road.

For material source MP 7 Quarry 00235.01(a) routine road maintenance activities such as grading and watering of the access road do not need review or approval. Maintain or develop drain dips, water bars, road crowning, in-slopes and out-slopes during road maintenance.

For material source MP 7 Quarry 00235.01(a) use overburden or existing, loose and non-stockpiled material or imported or clean soil or a combination of clean soil and rock, to construct a safety berm along the top edge of the new excavation as shown. Maintain a 10‑foot buffer between the top edge of the excavation or slope and the toe of the safety berm. Construct the berm 3 feet high, with side slopes of 1V:2H.

(b) Overburden - Before stockpiling, strip and stockpile all soil overburden from within the excavation area and stockpile area. Incorporate grass and small shrubs into the stockpiles. Do not remove grass or small shrubs from the overburden. Place stockpiles in the overburden storage area(s). Maintain a minimum 10‑foot buffer strip between the toe of the overburden storage area(s) and the property boundary, and a minimum of 10 feet from the toe of the Aggregate stockpile. Smooth and contour overburden storage berms to form side Slopes no steeper than 1V:2H.

00235.43 Blasting - Perform blasting operations according to this Section and Section 00335, except that perimeter controlled blasting as described in 00335.40(a) is not required in the material source.

For material source MP 7 Quarry 00235.01(a) restrict blasting to the hours of 9:00 a.m. to 5:00 p.m. Monday through Friday and to the months of April through November. Do not blast on Saturdays, Sundays, or legal holidays as defined in ORS 279C.540.

For material source MP 7 Quarry 00235.01(a) notify surrounding property owners within 0.25 miles at least 48 hours before blasting.

00235.44 Source Operations - The following apply during material source operations:

Construct slopes and floor of the excavation area as shown.

To control dust, apply water to material source access, haul road(s), and crushing and processing operations.

Stockpile scalpings and reject fines in separate and accessible stockpiles as shown.

For material source MP 7 Quarry 00235.01(a) maintain the condition of the Access Road at all times. Provide traffic control related to ingress and egress movements in a manner that allows a safe work zone and safe passage of vehicles.

For material source MP 7 Quarry 00235.01(a) maintain the livestock gate on the existing haul road located at the junction with Paulina Highway OR 380 at all times.

00235.45 Source Clean-up - The following apply at the completion of operations:

Leave no loose material on the site exceeding 1 foot diameter. Process existing oversize material, and all material loosened in the source by the Contractor that meets quality requirements.

Place all excess produced Aggregate remaining at the end of operations in separate and accessible stockpiles on Agency owned or controlled property in areas designated by the Engineer, at no additional cost to the Agency.

Leave the material source haul road and bench access road open. Do not rip or block the roads except a few boulders greater than approximately three feet in diameter may be used to block off access to the upper bench areas.

Remove all loose, hanging or potentially dangerous Rock on or above the excavated surface.

Pile and burn all construction slash and combustible debris resulting from use and development of the source, including the preexisting refuse identified at the pre-work meeting, even if it is from outside the material source project boundary except for grass and small shrubs that are incorporated into the overburden. Comply with all open burning regulations in effect at the time of source occupancy. If burning is not allowed, all construction slash and combustible debris become the property of the Contractor, to be treated as noncombustible and removed from material source.

00235.46 Seeding:

For material source MP 7 Quarry 00235.01 (a) in addition to other areas with soil cover within the site disturbed by the Contractor's operations, stabilize the safety berm, stockpile area, overburden, and scalpings stockpiles by seeding, mulching, and tackifying, as directed.

For material source MP 7 Quarry provide the following seed mixture:

Use only certified weed free seed. Provide copies of the certification to the Engineer.

Provide straw mulch according to 01030.15(b).

Apply a commercial straw mulch tackifier according to the manufacturer’s directions and at the recommended rate.

Apply seed and mulch according to Section 01030.

If conditions allow and the Contractor chooses, the area may be stabilized by applying seed using a range drill with a roller attachment. All areas seeded with the range drill and roller do not need to be subsequently covered with mulch and tackifier.

All variations to these requirements require written approval by the Engineer.

00235.47 Source Vacating - Before vacating the material source the following apply:

Remove all structures, noncombustible debris, and equipment from the material source, even if it was pre-existing, except for ODOT owned construction materials, and grass and small shrubs incorporated into the overburden.

Remove solid waste and hazardous material from the site and dispose of properly. These include, but are not limited to, materials placed in sumps, tires, pipes, belts, screens and truck cleanings. Provide documentary evidence of proper disposal and verify the amount of material removed.

If a spill or dumping has occurred or if a spill or dumping is suspected to have occurred, the Contractor shall clean up the contaminated materials according to Section 00290. After clean up, the Engineer may, sample and test materials at the spill or dumping locations to verify the clean up has been completed. If the Engineer’s verification testing demonstrates remaining contamination, the Contractor shall perform additional clean up until the requirements of Section 00290 including 00290.20(g) are met Attend a post-work meeting at the material source to evaluate material source rehabilitation work with the Engineer and attendees listed under 00235.05.

Measurement

00235.80 Measurement - No measurement of quantities will be made for Work performed under this Section.

Payment

00235.90 Payment - No separate or additional payment will be made for Work performed under this Section. Payment will be included in payment made for the appropriate items under which this Work is required.

SECTION 00680 - STOCKPILED AGGREGATES

Comply with Section 00680 of the Standard Specifications modified as follows:

Add the following subsection:

00680.11(c) Aggregate - Provide rock aggregates meeting the following requirements:

(1) Grading - Furnish clean, hard, and durable aggregate in stockpiles meeting the following grading requirements:

Perform sieve analysis according to AASHTO T 27.

00680.40(a) Source Sites - Replace this subsection, except for the subsection number and title, with the following:

Prepare and develop the source site according to Section 00235.

00680.42 Places of Delivery - Add the following to the end of this subsection:

Stockpile 10,000 cubic yards of aggregate at the ODOT Stockpile Site, located to the northwest of the Access Road approximately 300 feet southwest of the junction with Paulina Highway OR 380. Stockpile aggregate in a single pile in the location as shown.

00680.70 Cleaning Up Source Sites - Replace this subsection, except for the subsection number and title, with the following:

Clean up the source sites according to Section 00235.

00680.80 Measurement – Replace this section, except for the section number and title, with the following:

The quantity of the designated size of Material will be measured on the volume basis, by cross section measurement or a digital terrain model of the completed neat stockpiles, with no allowance for settlement or shrinkage.

ATTACHMENT B – 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 MP7 Quarry Shoulder Rock Production Rebid

Contract Number

Resulting from Request for Competitive Quotes No. S-73000-00003070/35287

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 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:

Attachment G – Plans Attachment H – Narrative Packet

The Contract Price includes: Competitive Quote items #1 – 2

The Contract Price is based on estimated quantities. Payment will be made based on actual, measured quantities.

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:

Ramon Alonso 63055 N. Hwy 97. Bldg. M Bend, OR 97701 Phone: (541) 419-9481 Email:Ramon.ALONSO@odot.oregon.gov

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

Substantial Completion Date: 11/30/2022 Final Completion Date: 11/30/2022

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, $300.00 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. 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 AUTHORIZED SIGNATURE:

Title Date

OWNER’S AUTHORIZED SIGNATURE:

Title Date

ATTACHMENT C – TERMS AND CONDITIONS

CONFLICT OF INTEREST:

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 See Section C.1.4.

GENERAL CONDITIONS:

This Request for Competitive Quotes and the resulting Contract 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 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.

SGC-2 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 Quote 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-3 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.

SGC-4 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-5 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-6 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-7 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-8 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-9 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:

· Extended Reporting Endorsement;

· Tail Coverage; or

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

G.3.3.4 Excess/Umbrella Liability: A combination of primary and Excess/Umbrella Insurance may be used to meet the required limits of insurance. Excess/Umbrella 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 specifying 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.

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.

G.3.3.7 Additional Insured Endorsements shall be submitted with the Certificate(s) of Insurance and must be acceptable to Owner.

G.3.3.8 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.3.3.9 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…