Revised Sample Contract~1.docx

· Form C010-G122723

OREGON DEPARTMENT OF TRANSPORTATION

SAMPLE GOODS and SERVICES CONTRACT Contract Number: (ORBuys Number: ) Contract Title: 2025 District 2B Litter Abatement

1. CONTRACT PARTIES and OVERVIEW This Contract is between the State of Oregon, acting by and through its Department of Transportation (“ODOT”) and ___________, hereafter called “Contractor.” ODOT and Contractor together are also referred to as “Parties” and individually referred to as “Party.” The primary contacts for this Contract are identified in the table below. Each Party may change their respective Contract Administrator designee by promptly sending written notice via email to the other Party with a copy to ODOT’s Procurement Specialist for this Contract.

Project/Delivery Location:

See Exhibit A Associated Invitation to Bid Number: S-73000-00015125

ODOT’s Contract Administrator:

Jeff Arms Region 1 Urban Camp Coordinator 9200 SE Lawnfield Rd.

Clackamas, OR 97015 971-673-6234 Jeffrey.Arms@odot.oregon.gov

Procurement Specialist:

Ivory Williams 123 NW Flanders St Portland, OR 97201 503-731-8562 Ivory.WILLIAMS@odot.oregon.gov Contractor’s Contract Administrator:

Name, address & phone

Alternate Contact: Name, address & phone

Contract Not-to-Exceed Amount:

$ 1,000,000 per fiscal year

TABLE OF CONTENTS

2. DEFINITIONS

The following terms have the meaning provided in OAR 125-246-0110: “Business Day”, “Contract”, “Contractor”, “OAR”, “ORS”, Services”, “Specification”, “State”.

3.2 EXTENSIONS. Contingent upon ODOT’s need, availability of approved funding, and Contractor’s performance, ODOT may extend the Contract for up to 4 additional years. The maximum term of this Contract shall be 6 years . ODOT will notify Contractor in writing of ODOT's intent to extend the Contract at least 30 calendar days prior to the expiration of the then-current term. If Contractor consents to the extension, ODOT will process an amendment to extend the term. If Contractor does not consent, the Contract will expire according to its terms, unless earlier terminated. Notwithstanding the foregoing, ODOT reserves the right to extend the Contract for up to two calendar months beyond any term without Contractor’s consent. Consecutive two-month extensions under this section are not allowed.

4.2 DELIVERY SCHEDULE AND PRICES

Contractor shall patrol and abate the physical areas specified in this Contract as needed. Contractor’s hours shall be Daily, up to and not exceeding ten (10) hours per day worked and shall be between the hours of 6:00 am and 6:00 pm. Contractor and any of Contractor’s employees shall not work more than a maximum of 40 hours per week. Working days and hours for Abatement requiring a Highway Restriction Notice may fall outside the defined general Abatement days. No work shall take place on State or Federal holidays without prior written approval from Agency. No charges for overtime will be authorized without prior written approval from Agency. Time for Services will be billable every quarter hour.

Unit prices for Services are as follows:

Reimbursable expenses (receipt required with invoice for payment):

· Garbage disposal costs

· Hazmat disposal costs

Agency shall not reimburse Contractor for any additional travel or other expenses not listed above.

4.3 RESERVED

4.4 PRICE ADJUSTMENTS.

The initial pricing shall remain in effect for not less than the first 12 months of the Contract. Following this initial period, Contractor may request price adjustments by submitting a written request to ODOT. Any such request must include appropriate justification that documents factors beyond the Contractor’s control, such as increased operating and raw material costs directly impacting items provided under the Contract. No more than one price increase request may be submitted during any 12-month period. ODOT may conduct any market research it deems necessary to determine reasonableness of the request, and each request is subject to negotiation. Any approved price increase shall generally be limited to the most recent (at the time of the request) year-over-year increase in the Consumer Price Index, Pacific division.

5. SPECIFICATIONS

The apparent silence of the Specifications (including any supplemental Specifications) as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that Contractor shall meet the highest standards prevalent in the industry or business most closely involved in providing the Services to be provided under the Contract.

The Specifications applicable to any Services provided under the Contract are set forth in Exhibit A to this Contract.

6.2 RESERVED

6.3 INSPECTIONS. Services furnished under this Contract shall be subject to inspection and test by ODOT at times and places determined by ODOT. If ODOT finds Services to be incomplete, not in compliance with Contract requirements, or deficient in any way, ODOT, at its sole discretion, may either reject the Services, require Contractor to correct any deficiencies without charge, or negotiate with Contractor to sell the Services to ODOT at a reduced price, whichever ODOT deems equitable under the circumstances. ODOT will provide written notice of any rejected Services that, at a minimum, itemizes the apparent deficiencies. If Contractor is unable or refuses to cure any deficiencies within a time deemed reasonable by ODOT, ODOT may reject the Services and cancel the Contract in whole or in part. Nothing in this paragraph shall in any way affect or limit ODOT’s rights as Buyer under the Uniform Commercial Code including but not limited to the rights and remedies relating to rejection under ORS 72.6020 and revocation of acceptance under ORS 72.6080. ODOT’s review, approval or acceptance of, or payment for, the Services required under the Contract shall not be construed to operate as a waiver of any rights under the Contract or of any cause of action arising out of the Contractor’s performance, and Contractor shall be and shall remain liable to ODOT in accordance with applicable law for all damages to ODOT caused by Contractor’s performance or failure of any of the Goods furnished under the Contract.

6.4 INVOICES. Contractor shall submit monthly invoice(s) to ODOT’s Contract Administrator listed on page 1 after ODOT’s acceptance of Services provided under this Contract. Contractor shall submit invoices to ODOT’s Contract Administrator listed on page 1 by the 10th of each month for the Services provided during the previous month. Invoices must be submitted in a format similar to Exhibit A – Appendix A-3. Contractor’s invoice must include:

· Contract number;

· Date of Invoice;

· Service Period of Invoice;

· Billing Address: ODOT District 2B 9200 SE Lawnfield Rd, Clackamas OR 97015

· A detailed description of Services and deliverables provided, separated by highway and District Section, including the site name (as defined in Exhibit A), mile point range(s), the type of service performed, names of individuals who performed Services, by classification, to which the invoice applies, quantity of materials used, the dates Services were performed, the rate or rates for Services performed, the hours services were performed at each location and the total cost of Services;

· The total amount due; and

· Contractor Name and payment address.

6.5.2 Direct Deposit via Automated Clearing House (“ACH”). For Contractors that receive ongoing monthly payments from ODOT on one or more contracts or price agreements, ODOT prefers making payments via ACH direct deposit. While not required, if Contractor has not previously authorized ACH direct deposit and would prefer ACH to expedite transfer of payments after invoices are approved, Contractor must complete a Vendor ACH Authorization form (https://www.oregon.gov/ODOT/Forms/2ODOT/7310781.pdf) and submit to ODOT per the instructions on the form.

6.5.3 Basis of Payment.

Monthly progress payments for completed Services. ODOT will pay monthly progress payments upon approval of Contractor’s invoice, but only after ODOT has determined that Contractor has provided and ODOT has accepted all Services invoiced for the billing period. Acceptance of all Services invoiced will be based on a review of the documentation provided by the Contractor and Inspections per Section 6.3.

6.5.4 Expenses. All Contractor travel and other expenses, if any, are included in the fixed-price amount(s) established in the Contract and are not separately reimbursable under the Contract.

6.5.5 Retainage. ODOT may initiate, at any time, withholding of payment equal to 5% of the amount of each invoice submitted. ODOT will make final payment of any balance due to Contractor promptly upon verification by ODOT of completion and acceptance of all deliverables and will pay interest as required on retainage.

6.5.6 Pay Equity Compliance.

a. Discriminatory Wage Rates Prohibited. As required by ORS 279B.235, 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, gender identity, national origin, marital status, veteran status, disability, or age. Contractor’s compliance with this section constitutes a material element of this Contract and a failure to comply constitutes a breach that entitles ODOT to terminate this Contract for cause.

b. Employee Discussions Regarding Compensation. As required by ORS 279B.235, Contractor may not prohibit any of its employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person.

a. Contractor has the power and authority to enter into and perform the Contract and that such Contract , when executed and delivered, shall be valid and binding obligations of Contractor enforceable in accordance with their terms.

b. All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to any Goods delivered under this Contract. Any materials provided under the Contract shall be free from defects in materials and manufacture and shall meet the requirements of the Specifications/statement of work under the Contract.

c. Contractor is duly licensed to provide the Services specified in the Contract, and if there is no licensing requirement, Contractor is duly qualified and competent to perform in accordance with the highest standards prevalent in the industry or business most closely involved in providing the Services to be provided under the Contract.

d. Contractor shall have all manufacturer warranties covering any Goods (and component parts, where applicable) supplied under the Contract transferred to ODOT at time of delivery at no charge. Contractor shall be responsible for completing and processing any warranty registration paperwork required by manufacturer. If a conflict or inconsistency exists between a manufacturer’s warranty and Contractor’s warranty, the warranty that provides the greatest benefit and protection to State shall prevail.

e. Any materials delivered under the Contract are free and clear of any liens and encumbrances, that Contractor has full legal title to the materials, and that no other person has any right, title or interest in the materials which shall be superior.

f. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

6.6.2 Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided in the Contract. All warranties provided in the Contract shall be cumulative, and shall be interpreted broadly to give ODOT the greatest warranty protection available.

a. In addition to the remedies afforded elsewhere herein, ODOT shall be entitled to recover any and all damages suffered as a result of Contractor's breach of the Contract, including but not limited to direct, indirect, incidental and consequential damages. ODOT may also be entitled to any equitable remedies to which it may show itself entitled.

b. In the event Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State, ODOT may:

i. Undertake collection by administrative offset, or garnishment if applicable, of all monies due for Services and Deliverables to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law;

ii. Terminate the Contract, in whole or in part, immediately upon written notice to Contractor or at such later date as ODOT may establish in such notice; or

iii. Pursue any or all of the remedies available under the Contract, at law, or in equity.

c. These remedies are cumulative to the extent the remedies are not inconsistent, and ODOT may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever, to the extent the remedies are not inconsistent.

6.7.2 Contractor's Remedies. In the event ODOT terminates the Contract under either Section 6.8.2 or 6.8.3, or in the event ODOT is in default of a material provision of the Contract and whether or not Contractor elects to exercise its right to terminate the Contract under Section 6.8.4, Contractor's sole remedy shall be (a) a claim against ODOT for the unpaid price for any Goods delivered and accepted by ODOT, (b) with respect to Services compensable on an hourly basis, a claim against ODOT for unpaid invoices, hours worked but not yet billed, and authorized expenses for Services completed and accepted by ODOT, or (c) with respect to deliverable-based Services, a claim against ODOT for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by ODOT, less previous amounts paid and any claim(s) which State has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to ODOT upon written demand. In no circumstance shall Contractor be entitled to lost profits for Work not performed due to termination.

6.7.3 Attorney’s Fees. With the exception of defense costs and expenses pursuant to Section 6.13, neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Contract .

a. ODOT fails to receive appropriations or other expenditure authority sufficient to allow ODOT, in the exercise of its reasonable administrative discretion, to continue to make payments for the Services to be provided under the Contract;

b. Federal or State laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of Services under the Contract is prohibited or ODOT is prohibited from paying for such Services from the planned funding source;

c. Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State; or

d. Contractor commits any material breach or default of any covenant, warranty, obligation, certification or agreement under the Contract and such breach is not cured within 14 calendar days after ODOT's notice to Contractor, or such longer period as ODOT may specify in the notice. Pursuant to this section, upon receipt of written notice of termination, Contractor shall stop performance under the Contract as directed by ODOT.

6.9 SURVIVAL. Termination of the Contract shall not extinguish or prejudice ODOT's right to enforce the following provisions: 6.6 Representations and Warranties; 6.10 Compliance with Applicable Laws and Standards, 6.11 Governing Law; 6.12 Venue, Consent to Jurisdiction; 6.13 Indemnification; 6.18 Access to Records; 6.7 Remedies; and all other remedy provisions included in the Contract.

6.10 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS. Contractor shall comply with all federal, State and local laws, regulations, executive orders and ordinances applicable to this Contract or to Contractor’s obligations under this Contract, as they may be adopted or amended from time to time. All rights and remedies available to ODOT under applicable federal, State and local laws are also incorporated by reference herein and are cumulative with all rights and remedies under the Contract. Without limiting the generality of the foregoing, ODOT’s performance is conditioned upon Contractor’s compliance with the following laws, regulations and executive orders (as amended from time to time) to the extent they are applicable to the Contract:

a. (Non-discrimination) Titles VI and VII of Civil Rights Act of 1964; Sections 503 and 504 of the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; Executive Order 11246; The Age Discrimination in Employment Act of 1967, and the Age Discrimination Act of 1975; The Vietnam Era Veterans’ Readjustment Assistance Act of 1974;

b. ORS 279B.020 Maximum hours of labor on public contracts; holidays; exceptions; liability to workers; rules;

c. ORS 279B.220 – Prompt payment to suppliers and subcontractors; payment of contributions or amounts due the Industrial Accident Fund; liens or claims against the State on account of any labor or material furnished; payment of withholding to the Department of Revenue under ORS 316.167;

d. ORS 279B.230 – Payment for medical care and providing workers’ compensation;

e. ORS 279B.235 Condition concerning hours of labor;

f. all regulations and administrative rules established pursuant to the foregoing laws.

6.11 GOVERNING LAW. The Contract shall be governed by and construed in accordance with the internal laws of the State without regard to principles of conflicts of law. To the extent not modified by the terms of this Contract, the Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs any Goods sold under this Contract.

6.12 VENUE; CONSENT TO JURISDICTION. Any claim, action, suit or proceeding (collectively, "Claim") between ODOT and Contractor that arises from or relates to the Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Nothing herein shall be construed as a waiver of the State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon.

6.13 INDEMNIFICATION. Contractor shall defend, save, hold harmless, and indemnify the State, the Oregon Transportation Commission, ODOT, and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses, including attorney fees, of any nature whatsoever resulting from, arising out of, or relating to the contract, including but not limited to (1) the activities of Contractor or its officers, employees, subcontractors, or agents, and (2) the Services provided by Contractor. However, the Oregon Attorney General must give written authorization to Contractor or any legal counsel purporting to act in the name of, or represent the interests of the State, its officers, employees and agents prior to such action or representation. Further, the State, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State, its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State are served thereby. Contractor's obligation to pay for all costs and expenses shall include those incurred by the State in assuming its own defense and that of officers, employees, and agents under (i) and (ii) above.

6.14 FALSE CLAIMS. 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 Service being provided, including but not limited to Contractor’s Bid and any invoices, correspondence, reports, or other deliverables.

6.15 NOTICES. Except as otherwise expressly provided in the Contract, any notices between the Parties shall be given in writing by e-mail, by personal delivery, facsimile, or mailing the same, postage prepaid, to the Contract Administrator listed for each Party in Section 1, or to such other person and address as either Party may hereafter indicate in writing to the other. Any communication or notice sent by e-mail during normal business hours on a Business Day shall be deemed received the Business Day it is sent. The recipient of any notice sent by e-mail shall reply by e-mail to confirm receipt of such notice. Any communication or notice made by personal delivery shall be deemed to be received when actually delivered. Any communication or notice properly addressed and mailed shall be deemed received 5 calendar days after the date of mailing. Any communication or notice delivered by facsimile shall be deemed received on the date of the notice of successful transmission generated by the transmitting machine.

6.16 SAFETY AND HEALTH REQUIREMENTS. Services provided under this Contract must comply with all federal Occupational Safety and Health Administration (OSHA) requirements and with all Oregon Occupational Safety and Health Administration requirements, including those of the State Workers’ Compensation Division. Contractor shall take every precaution to instruct employees about and otherwise safeguard them against any possible injuries associated with chemicals or equipment as well as other potential hazards within the facility.

6.17 SAFETY DATA SHEET (SDS) AND PRODUCT LABELING. Contractor shall keep SDS on file at the location where products that include classified chemicals are used or stored by Contractor. In addition, Contractor must label, tag or mark such products with the following information:

6.17.1 Identity of the hazardous chemical(s) which must include the product identifier used on the SDS;

6.17.2 Appropriate signal word, hazard statement(s), pictogram(s), and precautionary statement(s) specified in applicable regulations for each hazard class and associated hazard category; and

6.17.3 Name and address of the chemical manufacturer, importer or other responsible entity.

6.18 ACCESS TO RECORDS. Contractor shall maintain all fiscal and other records relevant to Contractor's performance under the Contract (collectively, "Records") in accordance with generally-accepted accounting principles. ODOT, its duly authorized representatives, and the federal government shall have access to Records for purposes of examination and copying. Contractor shall retain and keep accessible all Records for a minimum of 6 years, or such longer period as may be required by applicable law following expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later.

6.23 CONTRACTOR PERSONNEL. Contractor shall exercise due care to choose and manage its personnel and ensure that permitted subcontractors choose and manage their personnel so that only suitably responsible, professionally competent, and disciplined representatives will be operating in any ODOT area, many of which have sensitive and critical activities.

6.24 SEVERABILITY. If any provision of the Contract is declared by a court of competent jurisdiction to be illegal, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

6.26 THIRD PARTY BENEFICIARIES. The State, the Oregon Transportation Commission and ODOT are intended third-party beneficiaries of the Contract with express independent authority to enforce the terms and conditions of the Contract. Otherwise, there are no third-party beneficiaries of the Contract.

6.27 COUNTERPARTS. The Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of the Contract so executed shall constitute an original.

6.28 MERGER; AMENDMENT; WAIVER; INTERPRETATION. The Contract constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Contract. This Contract may be amended, within the scope of this procurement, to the extent permitted by applicable statutes and administrative rules. No waiver, consent, modification or change of terms of the Contract (collectively, "Amendment") shall bind either Party unless it is in writing and signed by both Parties and all necessary approvals have been obtained. Amendments shall be effective only in the specific instance and for the specific purpose given. The failure of ODOT to enforce any provision of the Contract shall not constitute a waiver by ODOT of that or any other provision. 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.

6.29 CERTIFIED SMALL BUSINESSES. Respecting certification as a disadvantaged business enterprise, minority-owned business, woman-owned business, business that a veteran owns or an emerging small business under ORS 200.055, as and when applicable, the Contractor shall maintain the certifications, and require in its subcontracts that subcontractors maintain the certifications required by ORS 279A.107 as a material condition of the Contract. If the Contractor or subcontractor was awarded the Contract or subcontract, as applicable, in the course of ODOT carrying out an affirmative action goal, policy or program under ORS 279A.100, and Contractor or subcontractor fails to maintain the required certification, ODOT may terminate the Contract, require the Contractor to terminate the subcontractor, or exercise any of remedies reserved for breach of the Contract (except as provided under ORS 279A.107(2)(c)). Contractor shall promptly provide written notice to ODOT if Contractor or any of its subcontractors fail to maintain an applicable certification under this provision.

6.30 Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the Contract 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. ODOT reserves the right at any time to require the submission of the hard copy originals of any documents.

This Contract includes the following exhibits, each of which is incorporated into this Contract as though fully set forth herein:

· Exhibit A – Specifications

· Exhibit B – RESERVED

· Exhibit C – Insurance Requirements

· Exhibit D – Title VI Non-Discrimination Provisions

· Exhibit E – RESERVED

· Exhibit F – Certified Small Business Aspirational Target Provisions

· Exhibit G - Appendices

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

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

(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 (the undersigned) signing on behalf of Contractor hereby certifies the undersigned is authorized to sign this Contract and that:

(1) Contractor has read this Contract, understands it, and agrees to be bound by its terms and conditions.

(2) Contractor understands and agrees that various Exhibits to the Contract are not physically attached, but are incorporated by reference in Part I, Section 4 and have the same force and effect as if fully set forth herein.

(3) Contractor understands and has provided to all Associates 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 the disclosure requirements of the COI Disclosure Form and have no conflicts of interest to disclose. If disclosures regarding this Contract or the related Project are required per the COI Disclosure Form, Contractor has made such disclosures to ODOT on a properly prepared and submitted form and, if determined necessary by ODOT, a mitigation plan has been approved by ODOT.

(4) Contractor represents and warrants and attests that Contractor has for the six years preceding the effective date of this Contract complied with, and agrees that during the term of this Contract shall comply with Oregon Tax Laws and applicable tax laws of political subdivisions of this State as provided in subsection 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 Contract or during the term of the Contract is a default for which ODOT may terminate the Contract, exercise of the right of setoff, or garnishment if applicable, and seek damages and other relief available under the terms of the Contract or under applicable law.

(5) Contractor 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 Contract, 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).

(6) 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).

(7) In the event that Contractor is a general partnership or joint venture, Contractor signature(s) on this Contract 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 Contract.

CONTRACTOR SIGNATURE(s)

__________________________________ Title: _______________________________Date:

__________________________________ Title: _______________________________Date:

(2nd signature if necessary for Contractor)

DOJ REVIEW: (Reviewed by via e-mail dated ) (Not required per )

ODOT (Procurement Authority)

Signature Print Name Date ODOT (Expenditure Decision Authority)

Signature Print Name Date

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 phone #503-986-2710.

EXHIBIT A – SPECIFICATIONS

A. OVERVIEW

Contractor shall patrol Agency Right-of-Way properties set forth in this Contract, identifying Litter on Agency Right-of-Way, furnishing Litter Abatement Materials and equipment, completing Litter Abatement on Agency Right-of-Way, cataloguing and photographing the Litter, and providing traffic control.

It is expected that the Contractor will become familiar with highways and coordinate all activities to abate Litter. Litter abatement may require navigating difficult terrain and may occur in remote and isolated locations. Personnel assigned to the contract must be trained and experienced in personal security methods and procedures.

B. DEFINITIONS

a. Right-of-Way: Property owned by the state for highway facilities.

b. Litter: Debris found along the highway that is not associated with an illegal camp and is not Personal Property. Unattended Personal Property is not to be treated as litter.

c. Personal Property: Personal Property includes items which are reasonably recognizable as belonging to individual persons and which have apparent utility. This may include books, photographs, personal documents such as identification and social security cards, camping equipment, bicycles, clothing, etc. Personal Property may include Illegal Contraband.

d. Illegal Contraband: This includes weapons (such as guns and knives), drug paraphernalia and other items that reasonably appear to be either stolen or evidence of a crime.

e. Hazardous or Contaminated Materials: Any substance or material that has been determined to be capable of posing an unreasonable risk to health, safety and property when contacted or transported.

f. Hazmat Cleanup: Cleanup of Hazardous or Contaminated Materials and Bio-Hazard waste, which is performed by properly trained personnel who ensure that when Hazardous or Contaminated Materials and Bio-Hazard waste are encountered, they are handled and disposed of at an approved disposal facility following OSHA regulations. The only Hazardous Material included in this contract is the collection and disposal of propane bottles.

g. Site Name: This includes the Highway Route, direction of travel (NB, SB, EB, WB), and when applicable common identifiers such as exit or entrance ramp, Multi-Use Path (MUP), bridge, etc. The Site Name should contain sufficiently detailed information to allow Agency to confirm whether the site is located on Agency Right-of-Way.

h. Services: Including but not limited to:

i. Patrol: This includes monitoring the Agency Right-of-Way set forth in the Service Area to identify Litter that requires abatement and areas requiring more traffic control than a shoulder closure. A patrol crew consists of up to two Contractor personnel completing the Patrols. Up to two (2) patrol crews can be patrolling each day worked. Contractor to utilize information gathered during the Patrols to determine the next week’s schedule as listed in Section H.1 of this Exhibit A.

ii. Litter Abatement: The removal of Litter by the appropriate means and methods for the Litter type and quantity.

iii. Litter Documentation: Includes photographing the Litter before and after abatement and Cataloguing. It also includes maintaining daily crew logs for locations patrol or abatement work is completed.

iv. Coordination with ODOT.

i. Litter Abatement Material: Including but not limited to:

i. Orange Plastic Bags

ii. Sharps Containers

iii. Litter Picking Tools

j. Photographing: Taking digital, date and GPS stamped, photographs of the Litter before and after Services.

k. Cataloguing: Entering the Litter Documentation information and photographs into the 2025 Region 1 Litter Tracking Smartsheet.

l. Travel: Includes:

i. Time spent patrolling. Patrolling begins when the Patrol Crew reaches the first scheduled section of highway and ends when they leave the last scheduled section of highway for the day worked. Travel from site to site is included.

ii. Travel to and from Site for Litter Abatement. Litter Abatement begins when the Litter Abatement Crew reaches the first scheduled section of highway and ends when they leave the last scheduled section of highway for the day worked.

Travel to the first scheduled highway or location and from the last scheduled highway or location is not reimbursable.

m. Patrol Worker: Contractor personnel completing the patrolling work.

n. Litter Abatement Worker: Contractor personnel completing the Litter Abatement work.

o. Litter Abatement Crew: A Litter Abatement Crew consists of 2-4 Litter Abatement Workers.

p. Administrator: Contractor personnel completing the Cataloguing.

q. Daily Log: Document Contractor uses to record the location of Services, the Services completed and the materials used. This is to be completed in the field, live time, not at the end of the day in the office.

C. APPLICABLE DOCUMENTS TO THE WORK

Following is a list of documents Contractor shall use and comply with to meet the requirements of this Contract. Documents may be updated from time to time, in which case Agency will provide updated versions to Contractor.

Document Version

a. Daily Crew Abatement Log (Appendix A-1) Original Contract

b. Daily Crew Patrol Log (Appendix A-2) Original Contract

c. Invoice Format (Appendix A-3) Original Contract

d. 2025 R1 Litter Tracking Smartsheet (Electronic) Original Contract

D. WORK PERFORMED BY CONTRACTOR

Contractor shall perform the tasks listed below in the areas listed under Section I. Service Area. Contractor shall be responsible for providing all required and reasonable health, safety, and security training and precautions for staff and contractors needed to accomplish the goals and perform the tasks as listed below.

Contractor shall provide sufficient resources to complete Litter Abatement, including cataloguing and photographing. Contractor may use its own employees or subcontractors to do this work.

a. Contractor shall become familiar with Agency properties and verify with the Agency that the jobsite property is within Agency’s jurisdiction prior to performing Services at the site.

b. Contractor shall provide all labor, materials, tools, equipment, transportation, and supplies required to patrol and abate Litter within Agency Right-of-Way.

c. Contractor shall complete all Services needed for a section of highway that do not require lane closures or extended roadway shoulder closures before moving on to another section of highway. Expectation is there will not be Litter left, except for Litter requiring lane closure or extended roadway shoulder closure, once Contractor moves to another section of highway. Any work that requires a lane closure or extended shoulder closure will be coordinated and scheduled by the Agency.

d. The Contractor shall perform work around any illegal camping occurring along ODOT right of way to the maximum extent possible. Contractor shall not remove personal property and shall not remove litter within 40 feet of an illegal camp.

e. Contractor shall not perform Services on Agency Right-of-Way not owned and maintained by Agency. Agency Right-of-Way associated with TriMet Max lines are maintained by TriMet, including the property between Max lines and right of way fencing or soundwalls.

f. Contractor shall send by email to Agency a weekly report summarizing the Services completed during the current week and schedule of Services for the next week each Friday afternoon (or the last day of the work week) by close of business to report the deliverables as listed in Section H.1 of this Exhibit A. Agency will follow up with Contractor if any changes to the schedule of Services is required due to conflict with Agency work. This weekly email shall include a summary of areas found during patrol during the current work week that will take lane closures or extended roadway shoulder closures as listed in Section H.1 of this Exhibit A.

g. Contractor shall send by email to Agency the Daily crew log(s) in .PDF format for the previous day’s work by the end of the next business day as listed in Section H.2 of this Exhibit A.

h. Contractor shall coordinate and direct collection of trash and debris by the work crew and disposal of all waste at a landfill or transfer facility as well as manage all required documentation. Disposal weight tickets must accompany invoices for reimbursement (scanned copies are acceptable). Include the Site Name and District Section on the documentation as noted in the field at time of disposal. Contractor shall not dispose of any Personal Property as trash.

i. Contractor shall coordinate and direct any hazmat cleanup as well as manage all required documentation. Contractor, its employees, agents, and subcontractors shall comply with applicable federal, state and local laws and the current Oregon Standard Specifications for Construction Spec. Section 00290 – Environmental Protection when undertaking the removal, cleanup and disposal of hazardous material. Documentation of the removal, cleanup and disposal of hazardous materials shall be provided to Agency. Include the Site Name and District Section on the documentation. Any hazmat cleanup that falls outside the definition in Section B.f. should be reported via email to the ODOT Project Manager for ODOT to complete.

j. Contractor shall provide sharps containers. Contractor shall collect and dispose of “sharps” in accordance with OSHA regulations. All sharps collected are to be counted and totals shall be reported to ODOT as outlined in Section H Deliverables.

k. Contractor shall photograph illegal debris dumps encountered and email or text photographs to the ODOT Contract Administrator, or their designated representative, when debris dumps are located.