PA #_______; WOC # _____; Key#____ AE WOC Form

WORK ORDER CONTRACT #: (ORBuys PO #: )

PRICE AGREEMENT (“PA”) #: (ORBuys #: ) Project Name/Location: Region 3 SW Oregon (2024-2027) ADA CA/CEI

This Work Order Contract (“WOC”) is entered into by and between the State of Oregon, by and through its Oregon Department of Transportation (“Agency” or “ODOT”), and an [Enter the state of incorporation if consultant is a corporation] corporation (“Consultant” or “Contractor”).

This WOC incorporates by this reference:

a. all of the Terms and Conditions contained in Part II of the above referenced PA, except for Paragraph 9., Indemnity, of Part II, which is replaced with the indemnification provisions set forth herein (see Section G of the Statement of Work and Delivery Schedule);

b. the provisions from the PA Exhibits with the exception of: E, E.1, K;

c. the attached Statement of Work and Delivery Schedule;

d. Attachment A - Acronyms & Definitions;

e. Attachment B - Breakdown of Costs (“BOC”) {except for Fixed-Price, file copy only};

f. Attachment C - DBE Provisions;

g. Attachment C.1 - Committed DBE Breakdown and Certification Form(s);

h. Attachment D - RESERVED

i. Attachment E – AASHTOWare Project Application

WOC EXPIRATION DATE: ____________. The required schedule for performance under the WOC is specified in the Statement of Work and Delivery Schedule.

DBE - WOC includes federal funds? Yes DBE Goal: 0% Certified Small Business Aspirational Target (for State-only funded WOCs over $100,000, including as amended; see PA Exhibit K): N/A Fed Aid #: ODOT Key # The Total Not-to-Exceed (“NTE”) amount for this WOC. This total includes: all allowable costs, profit, and fixed-fee amount (if any), shown in section H.4; and $__________ for contingency tasks, each of which must be separately authorized by Agency.

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

CONSULTANT CERTIFICATION:

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

(1) Consultant has provided its correct taxpayer identification number to Agency for the above-referenced

PA.

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

Form C004-B122723R2

(3) The undersigned is authorized to act on behalf of Consultant, the undersigned has authority and knowledge regarding Consultant’s payment of taxes, and to the best of the undersigned’s knowledge, Consultant is not in violation of any Oregon tax laws. 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 Consultant, to Consultant’s property, operations, receipts, or income, or to Consultant’s performance of or compensation for any work performed by Consultant; and (iii) any tax provisions imposed by a political subdivision of this state that apply to Consultant, or to goods, services, or property, whether tangible or intangible, provided by Consultant; 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 Consultant hereby certifies the undersigned is authorized to sign this WOC and that:

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

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

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

(a) Consultant understands and has provided to all Associates (as defined in the COI Guidelines) the ODOT COI Guidelines and COI Disclosure Form available at:

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

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

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

(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this WOC, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," (https://www.gsa.gov/system/files/SFLLL_1_2_P-V12b.pdf) in accordance with its instructions.

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

https://www.oregon.gov/ODOT/Business/Procurement/Pages/PSK.aspx https://www.gsa.gov/system/files/SFLLL_1_2_P-V12b.pdf

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

(5) Consultant has, and gives employees a written notice of, a policy and practice that meets the requirements described in ORS 279A.112. Such policy both prohibits, and prescribes disciplinary measures for, conduct that constitutes sexual harassment, sexual assault and discrimination against employees who are members of a protected class. Consultant agrees, as a material term of the WOC, to maintain the policy and practice in force during the entire WOC term (see additional information and sample policy template at https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx).

(6) Consultant has no undisclosed liquidated and delinquent debt owed to the State or any department or agency of the State.

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

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

WOC.

Electronic Signatures.

The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the PA, WOC and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. Agency reserves the right at any time to require the submission of the hard copy originals of any documents.

Accessibility: The Oregon Department of Transportation is committed to complying with all statutory requirements to ensure that it is providing information that is more accessible to people with disabilities, as required by Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and 36 C.F.R.

1194 Appendix A. To request reasonable accommodation for access, due to a disability, to information related to this document, please contact the Oregon Department of Transportation’s Procurement Office at OPOAdministration@odot.oregon.gov or phone #503-986-2710.

CONSULTANT:

Signature Title Date

Signature Title Date

DOJ LEGAL REVIEW for ODOT: (Approved by via email dated _____) or (Not required per )

ODOT (Procurement Authority)

Signature Print Name Date https://www.oregon.gov/DAS/Procurement/Pages/hb3060.aspx https://www.irs.gov/pub/irs-pdf/p1779.pdf mailto:OPOAdministration@odot.state.or.us

STATEMENT of WORK and DELIVERY SCHEDULE for

WOC # __________ under PA # __________ Project Name

Name:

Address:

Phone:

Fax:

Email:

Agency’s Project Manager (“APM”) for the WOC

______@odot.oregon.gov

Address:

Fax:

Email:

Consultant’s Project Manager (“PM”) for the WOC

______@_____.com

Email:

Agency’s Contract Administrator for the WOC

Email:

Alternate Contact for Consultant

Agency may change the APM designation, Agency’s address for invoicing (section H.5), or both by promptly sending written notice (e-mail notice acceptable) to Consultant, with a copy to ODOT Procurement Office. Changes to Agency's Contract Administrator for the WOC must be done by amendment. Any changes to Consultant’s Project Manager must be approved in writing (e-mail acceptable) by Agency. Consultant shall provide written notice (email acceptable) to Agency of any changes to Consultant’s other contacts for this WOC.

A. PROJECT DESCRIPTION and OVERVIEW of SERVICES Agency is contracting with Consultant for Services in connection with the following “Region 3 SW Oregon (2024-2027) ADA CA/CEI” project (the “Project”).

Consultant shall provide Contract Administration/Construction Engineering Inspection (“CA/CEI”) services for the construction of more than 380 American’s with Disabilities Act (“ADA”) compliant curb ramps in various cities in Douglas, Coos and Curry Counties.

Construction Budget The estimated construction contract price for the Project described in this WOC is $ 15,704,000.00.

Agency Responsibilities

Acronyms and Definitions

B. STANDARDS and GENERAL REQUIREMENTS mailto:______@odot.state.or.us mailto:______@_____.com

1. Standards The standards, manuals, directives and other guidance applicable to Professional Services and Related Services are referenced below or available on Agency’s webpages linked below and are incorporated by this reference with the same force and effect as though fully set forth herein.

The standards, manuals, directives and other guidance listed below or available on Agency’s webpages are not exhaustive and may not include all applicable standards for a given Project. Consultant shall be responsible for determining all applicable practices and standards to be used in performing Professional Services and Related Services. Consultant shall inform and demonstrate to Agency if standards, directives or practices required by Agency in performance of the work are insufficient, in conflict with applicable standards, or otherwise create a problem for the design. Should the requirements of any reference, standard, manual or policy referenced in the PA or WOC conflict with another, Consultant shall, in writing, request Agency to resolve the conflict.

Unless otherwise specified in a given task, the most current version of applicable standards, manuals, directives and other procedural guidance shall apply. Unless otherwise specified, the system of measurement and language used in all deliverables must be English.

a. Planning, Survey, Preliminary Engineering and Design Manuals, Standards and Guidance:

• Technical Manuals - alphabetical list (https://www.oregon.gov/ODOT/Engineering/Pages/Manuals.aspx)

• Planning Guidance and Resources (https://www.oregon.gov/ODOT/Planning/Pages/Guidance.aspx)

• Planning Analysis (https://www.oregon.gov/ODOT/Planning/Pages/Technical-Tools.aspx)

• Geo-Environmental Guidance (https://www.oregon.gov/ODOT/GeoEnvironmental/Pages/Guidance.aspx)

• Geometronics Resources & Guidance (https://www.oregon.gov/ODOT/ETA/Pages/OCRS.aspx)

• Surveying Manuals & Resources (https://www.oregon.gov/ODOT/ETA/Pages/Surveying.aspx)

• Bridge Standards & Manuals (https://www.oregon.gov/odot/bridge/pages/index.aspx)

• Engineering Guidance (https://www.oregon.gov/ODOT/Engineering/Pages/Eng-Guidance.aspx)

• Standard Drawings and Details (https://www.oregon.gov/ODOT/Engineering/Pages/Standards.aspx)

• Technical Guidance (https://www.oregon.gov/ODOT/Engineering/Pages/Technical-Guidance.aspx)

• Access Management Manual & Guidance (https://www.oregon.gov/odot/engineering/pages/access-management.aspx)

• Project Delivery Guide & Forms (https://www.oregon.gov/ODOT/ProjectDel/Pages/Project- Delivery-Guide.aspx)

• Oregon Standard Specifications for Construction (https://www.oregon.gov/ODOT/Business/Pages/Standard_Specifications.aspx)

• ODOT Forms Library (https://www.oregon.gov/ODOT/Forms/Pages/default.aspx) https://www.oregon.gov/ODOT/Engineering/Pages/Manuals.aspx https://www.oregon.gov/ODOT/Planning/Pages/Guidance.aspx https://www.oregon.gov/ODOT/Planning/Pages/Technical-Tools.aspx https://www.oregon.gov/ODOT/GeoEnvironmental/Pages/Guidance.aspx https://www.oregon.gov/ODOT/ETA/Pages/OCRS.aspx https://www.oregon.gov/ODOT/ETA/Pages/Surveying.aspx https://www.oregon.gov/odot/bridge/pages/index.aspx https://www.oregon.gov/ODOT/Engineering/Pages/Eng-Guidance.aspx https://www.oregon.gov/ODOT/Engineering/Pages/Standards.aspx https://www.oregon.gov/ODOT/Engineering/Pages/Technical-Guidance.aspx https://www.oregon.gov/odot/engineering/pages/access-management.aspx https://www.oregon.gov/ODOT/ProjectDel/Pages/Project-Delivery-Guide.aspx https://www.oregon.gov/ODOT/ProjectDel/Pages/Project-Delivery-Guide.aspx https://www.oregon.gov/ODOT/Business/Pages/Standard_Specifications.aspx https://www.oregon.gov/ODOT/Forms/Pages/default.aspx

• ADA Compliance – Assessment, Design, Inspection. When the Services under this WOC include assessment or design (or both) for curb ramps, sidewalks or pedestrian-activated signals (new, modifications or upgrades), Consultant shall:

a. Use ODOT standards to assess and ensure Project compliance with the Americans with Disabilities Act of 1990 (“ADA”), including ensuring that all sidewalks, curb ramps, and pedestrian-activated signals meet current ODOT Highway Design Manual standards; and

b. Follow ODOT’s processes for design, modification, upgrade, or construction of sidewalks, curb ramps, and pedestrian-activated signals, including using the ODOT Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings, ODOT Construction Specifications, providing a temporary pedestrian accessible route plan and current ODOT Curb Ramp Inspection form.

When the Services under this WOC include inspection of curb ramps, sidewalks or pedestrian-activated signals (new, modifications or upgrades), all such inspections shall include inspection for compliance with the standards and requirements in a. and b. above. Inspections must be performed by ODOT certified inspectors (which must include certified environmental inspectors when appropriate). In addition, at Project completion, Consultant shall complete the applicable ramp-specific ODOT Curb Ramp Inspection Form734-5020(A-G) for each curb ramp constructed, modified, upgraded, or improved as part of the Project. Each completed form must be submitted electronically by clicking the “Submit by E-mail” button on the form (and cc APM). The forms are documentation required to show that each curb ramp meets ODOT standards and is ADA compliant. ODOT’s fillable Curb Ramp Inspection Forms and instructions are available at the following address: https://www.oregon.gov/ODOT/Engineering/Pages/Accessibility.aspx

Above references to curb ramps, sidewalks or pedestrian-activated signals also include, when applicable, shared use paths, transit stops, park-and-rides and on-street parking.

b. Website or Web Content Development and Maintenance Standards Consultant shall perform all required web-related Services in conformance with the ODOT Web Standards (available at: https://www.oregon.gov/ODOT/Pages/Web-Toolkit.aspx), which is incorporated into this PA with the same force and effect as though fully set forth herein. ODOT shall have ownership and control of Work Products developed by Consultant as set forth in the terms and conditions of the PA, Part II, Section 7 - Ownership of Work Product.

c. ODOT Communications Standards For any Consultant tasks that require communications functions on behalf of Agency, Consultant shall comply with the ODOT Communications Standards (available at:

https://www.oregon.gov/ODOT/Pages/Web-Toolkit.aspx) which is incorporated into this WOC with the same force and effect as though fully set forth herein.

2. Design Criteria and Project Assumptions/Conditions.

3. Software Requirements In addition to the software requirements set forth in the PA, the following shall apply to this WOC:

• ProjectWise. Use of ODOT’s ProjectWise network is required for this Project (see Exhibit L of PA).

https://www.oregon.gov/ODOT/Engineering/Pages/Accessibility.aspx https://www.oregon.gov/ODOT/Pages/Web-Toolkit.aspx https://nam05.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.oregon.gov%2FODOT%2FPages%2FWeb-Toolkit.aspx&data=02%7C01%7CTonya.Finley%40deainc.com%7Cb074711c18f946d67a0708d728238274%7C75fc6250a5034863ab0060c7035d49b2%7C0%7C1%7C637022005307774139&sdata=A55gK1SVl1ka0UzdEqQregcOEO81SJyWodN9V30CtGc%3D&reserved=0

4. Professional Licenses, Registrations and Qualifications

5. General Requirements

• Consultant Quality Plan (CQP) for Professional Services and Related Services- A CQP must be approved and on file with Agency before design and related Services may be provided under the WOC. The CQP must be consistent with requirements of Agency’s “Consultant Quality Plan Guidance” available on the Quality Plans and Guides webpage at:

https://www.oregon.gov/odot/ProjectDel/Pages/Quality-Guides.aspx.

Consultant shall ensure quality assurance and quality control is performed in conformance with the approved CQP on all Services and deliverables provided under the WOC. Consultant shall submit an updated CQP for approval if there are changes to Consultant’s quality management processes or organizational structure from what is in the approved CQP during the term of the

WOC.

• Endorsement of Data. Consultant shall place their official Oregon Registered Engineer seal and signature on all engineering design drawings and specifications furnished to ODOT, as well as any other materials specified in ORS 671.025, 671.379, 672.020(2), 672.025(2), 672.028(2) and 672.605, as applicable, that require such seal and signature.

• Electronic Documents, Digital Seal and Signature. If required under the WOC, Consultant shall use ODOT’s ProjectWise Network (see Exhibit L) for electronic submittal and receipt of files as necessary for the Project. All final documents identified in ORS 671.025, 671.379, 672.020(2), 672.025(2), 672.028(2) and 672.605, as applicable, must bear the digital seal and signature of the Oregon registered professional under whose supervision and control they were prepared.

Documents must be submitted in the format specified in the WOC for each deliverable and must comply with OAR 804-030, OAR 806-010, OAR 809-050 and OAR 820-025 requirements, as applicable, for digital seal and signature capable of independent verification, final and draft documents, modifications to designs, and dual stamping of documents.

• Safety Equipment. Consultant shall provide and use all safety equipment including (but not limited to) hard hats, safety vests and clothing if required by State and federal regulations and ODOT policies and procedures for the Services under the WOC.

• Personnel, Materials, and Equipment. Consultant shall provide competent personnel and shall furnish all supplies, equipment, tools, and incidentals required to accomplish the work. All equipment and tools must be in good operating condition and shall be kept in proper adjustment throughout the duration of the WOC. All materials and supplies must be of good quality and suitable for the assigned work.

• Access to ODOT Right-Of-Way. Consultant shall notify and coordinate with Agency District Manager, or Assistant District Manager, having jurisdiction over the Project area at least 48 hours in advance of needing to be on-site. Consultant shall not begin on-site work until approval is received from the district. Consultant shall reschedule the on-site work if requested by the district.

Oregon Department of Transportation District 3 885 Airport Road SE, Building P Salem OR 97301 District Manager – Cole Mullis Assistant District Manager – Tim Swift https://www.oregon.gov/odot/ProjectDel/Pages/Quality-Guides.aspx

503-986-2900

• Temporary Protection and Direction of Traffic. When a field crew is working on (or within 30 feet of) a travel lane, Consultant shall protect the crew and warn approaching traffic by providing safety equipment and temporary traffic controls conforming to a stamped and approved traffic control plan or the 2011 Oregon Temporary Traffic Control Handbook (https://www.oregon.gov/ODOT/Engineering/Docs_TrafficEng/OTTCH-v2011.pdf), for operations of 3 days or less. Consultant shall plan, coordinate and get approval of all work zone activity as outlined in the Mobility Procedures Manual.

(https://www.oregon.gov/ODOT/MCT/Documents/MobilityProcedureManual.pdf).

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

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

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

C. REVIEW, COMMENT and SCHEDULE OVERVIEW

• Consultant shall coordinate with Agency staff as necessary and shall revise draft deliverables to incorporate Agency draft review comments.

• Consultant shall return the revised deliverables to Agency staff, with Agency comments incorporated, within 10 business days of Consultant’s receipt of Agency’s comments, unless a different timeframe is specified for specific tasks or otherwise agreed to in writing by Agency.

D. FORMAT REQUIREMENTS

• Consultant shall use ProjectWise for electronic submittal and receipt of files as necessary for the

Project (see PA Exhibit L).

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

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

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

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

E. TASKS, DELIVERABLES and SCHEDULE Unless the WOC is terminated or suspended, Consultant shall complete all tasks and provide all deliverables (collectively, the “Services”) included in this WOC and in accordance with the performance requirements and delivery schedules included in this WOC. For purposes of standardization, the task numbering in this SOW may be non-sequential.

https://www.oregon.gov/ODOT/Engineering/Docs_TrafficEng/OTTCH-v2011.pdf https://www.oregon.gov/ODOT/MCT/Documents/MobilityProcedureManual.pdf

The delivery schedule is listed under each task.

Note: Tasks, Deliverables and Schedule will be negotiated with highest ranked proposer.

F. CONTINGENCY TASKS

The table below is a summary of contingency tasks that Agency, at its discretion, may authorize Consultant to perform. Details of the contingency tasks and associated deliverables are stated in the Task section of the SOW. Consultant shall complete only the specific contingency task(s) identified and authorized via written (email acceptable) Notice-to-Proceed (“NTP”) issued by Agency's APM. If requested by Agency, Consultant shall submit a detailed cost estimate for the agreed-to contingency Services (within the NTE amount(s) in the Contingency Task Summary Table) within the scope of the contingency task.

If Agency chooses to authorize some or all of these tasks, Consultant shall complete the authorized tasks and deliverables per the schedule identified for each task. The NTP will include the contingency task name and number, agreed-to due date for completion and NTE for the authorized contingency task.

Each contingency task is billable (up to the NTE amount identified for the task) only if specifically authorized per NTP. In the table below, the “NTE for Each” amount for a contingency task includes all labor, indirect costs, profit, and expenses for the task. The funds budgeted for contingency tasks may not be applied to non-contingency tasks without an amendment to the WOC. The total amount for all contingency tasks authorized shall not exceed the maximum identified in the table below. Each authorized contingency task must be billed as a separate line item on Consultant’s invoice.

Contingency Task Summary Table Contingency Task Description NTE for

Each Max

Quantity Method of Comp.

Total NTE Amount

Total for contingency tasks:

G. ADDITIONAL PROVISIONS FOR WOCs

1. Project Cooperation.

All Project Cooperation provisions, as detailed in Attachment 1 to PA Exhibit F, shall apply to this

WOC.

2. Key Persons.

All Key Persons provisions, as detailed in Attachment 1 to PA Exhibit F, shall apply to this WOC.

Consultant acknowledges and agrees that Agency selected Consultant and is entering into the WOC because of the special qualifications of Consultant’s key personnel. In particular, Agency, through the WOC is engaging the expertise, experience, judgment and personal attention of the following Key Persons:

Name Role

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

• Consultant shall provide a resume for the proposed substitute demonstrating that the proposed replacement has qualifications that are equal to or better than the qualifications of the person being replaced.

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

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

Consultant agrees that the time/costs associated with the transfer of knowledge and information for a Key Person replacement is not a cost borne by Agency and shall not be billed to Agency. This includes labor hours spent reviewing Project and Services documentation, participation in meetings with personnel associated with the WOC/Project/Services, and participating in site visits to become familiar with the Project.

3. Staffing Adjustments.

During the term of the WOC, Consultant may make necessary staffing/classification adjustments (other than Key Personnel) to the proposed staff/classifications as shown in Consultant’s BOC provided:

• the alternate staff/classifications are appropriately qualified to complete the assigned tasks,

• the billing rate for an alternate staff/classification does not exceed the classification billing rate maximum listed in the firm’s approved ESR or NBR on file with Agency (see limitations in Exhibit B, Part 2, section J – Specific Limitations and Unallowable Charges), and

• the Services can be completed without exceeding WOC (or task, if applicable) NTE amount(s).

Agency reserves the right to require Consultant to provide notice to APM prior to implementing needed changes to staffing assignments.

4. Task Budget Monitoring.

The budget shown for each task is the best estimate at time of WOC (and Amendment, if applicable) execution. However, as work under the WOC progresses it may dictate that more funding be applied to some tasks and less to others. Consultant shall identify task budget refinements (within the limits of the not-to-exceed amount established for this WOC) on a monthly basis as part of the invoicing and status report.

5. Liquidated and Delinquent Debt Owed to State.

In the event Consultant has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State, Agency 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 Consultant has been given notice if required by law;

ii) Terminate the WOC, in whole or in part, immediately upon written notice to Consultant or at such later date as Agency may establish in such notice; or

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

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

6. Pay Equity Compliance

• Discriminatory Wage Rates. As required by ORS 279C.520, Consultant must comply with ORS

652.220 and shall not unlawfully discriminate against any of Consultant’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. Consultant’s compliance with this section constitutes a material element of the WOC and a failure to comply constitutes a breach that entitles Agency to terminate the WOC and the PA for cause.

• Employee Discussions Regarding Compensation. As required by ORS 279C.520, Consultant 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.

7. Indemnity.

a. CLAIMS FOR OTHER THAN PROFESSIONAL LIABILITY. Consultant shall indemnify, defend, save, and hold harmless the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation, their officers, agents and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, of whatsoever nature, resulting from or arising out of the acts or omissions of Consultant or its subcontractors, or their respective agents or employees, under the WOC.

b. CLAIMS FOR PROFESSIONAL LIABILITY. To the fullest extent permitted by law, and except to the extent prohibited under ORS 30.140(4), Consultant shall indemnify, defend, save, and hold harmless the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation, their officers, agents and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, arising out of the professionally negligent acts, errors or omissions of Consultant or its subcontractors, or their respective agents or employees, in the performance of Consultant’s professional services under the WOC.

c. INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of Section 7.a or 7.b, Consultant expressly agrees to indemnify, defend, save and hold harmless the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation and their agencies, subdivisions, officers, directors, agents, and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, arising out of or relating to any claims that Consultant’s services, the Work Product or any other tangible or intangible items delivered to agency by Consultant that may be the subject of protection under any State or federal intellectual property law or doctrine, or agency’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, that State shall provide Consultant with prompt written notice of any infringement claim.

Provided, however, Consultant shall not be obligated to indemnify, defend, save and hold harmless the State and Agency under this Section 7.c, based solely on the following:

Consultant’s compliance with Agency specifications or requirements, including, but not limited to the required use of tangible or intangible items provided by Agency.

d. DEFENSE QUALIFICATION. Notwithstanding Consultant’s foregoing defense obligations, neither Consultant nor any attorney engaged by Consultant shall defend any claim in the name of the State of Oregon or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State of Oregon may, at any time at its election assume its own defense and settlement in the event that it determines that Consultant is prohibited from defending the State of Oregon, or that Consultant is not adequately defending the State of Oregon's interests, or that an important governmental principle is at issue or that it is in the best interests of the State of Oregon to do so. The State of Oregon reserves all rights to pursue any claims it may have against Consultant if the State of Oregon elects to assume its own defense.

e. AGENCY’S ACTS OR OMISSIONS. This Section 7 does not include indemnification by Consultant of the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation and its officers agents and employees, for the acts or omissions of the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation and its officers agents and employees, whether within the scope of the WOC or otherwise.

H. COMPENSATION

The method(s) of compensation and payment option(s) selected below (and as specified for any Contingency Tasks in the table in Section F) are incorporated from Exhibit B to the PA. For additional detail and requirements regarding compensation methods, payment options, or Agency’s right to withhold retainage, see PA - Exhibit B, Compensation. No compensation is provided to Consultant for negotiations, preparing or revising cost estimate for Services, or negotiating contracts with subcontractors. Note: Some tasks (e.g., Project Management for Services) will be ongoing throughout the performance of the WOC; however, all tasks are only budgeted for the level of effort applicable to the current phase of the WOC.

H.1 Non-Contingency Tasks

The method(s) of compensation for non-contingency tasks in this WOC is:

Time and Materials with Not-To-Exceed (“T&M”)

The dollar amount(s) for non-contingency tasks is entered in Section H.4, Compensation Summary Table.

H.2 Payment Options

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

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

H.3 Fixed Fee (for CPFF). (RESERVED)

H.4 Total WOC NTE Amount

Compensation Summary Table

Amount

1. CPFF NTE Amount (not including Fixed- Fee or contingencies)

NTE Amount for allowable costs of non-contingency Services in this WOC.

N/A

2. Fixed-Fee Amount Total of non-contingency Fixed-Fee amount(s) (for CPFF only).

[Basis for Fixed-Fee calculation: CPFF NTE amount (line 1 above) minus ODCs, labor costs for firms using NBRs (these rates already include profit), FCCM and costs for contingency tasks, if any, multiplied by profit rate negotiated using Agency’s Profit worksheet = Fixed-Fee Amount.]

N/A

3. Fixed Price Amount Total of non-contingency Fixed Price amount(s) N/A

4. T&M NTE Amount

(or) Travel NTE Amount

Total for any non-contingency Services

5. Price Per Unit NTE Amount

Total NTE for non-contingency Price Per Unit Costs N/A

6. Total Non-Contingency Amount: $

7. Total for Contingency Tasks (if any) per Section F above: $

TOTAL NTE (line 6 plus line 7) This amount includes all direct and indirect costs, profit, Fixed Fee amount (if any) and contingency task costs (if any).

H.5 Invoices

Invoices must be in conformance with the ODOT Invoice Requirements and any other PA requirements.

The Invoice Requirements is available on the Internet at:

Consultant shall submit invoices electronically via email to _________________________.

H.6 Subcontractors “Paid Summary Report” Consultant shall complete and submit to APM initial, interim and final Paid Summary Reports - form 734-2882 (https://www.oregon.gov/ODOT/Forms/2ODOT/2882.pdf) per the instructions on the form.

Consultant must report payment information for all subcontractors and suppliers used under the WOC https://www.oregon.gov/ODOT/Forms/2ODOT/2882.pdf throughout the period of performance. This reporting is required for all projects that include subs, regardless of funding source or whether or not a DBE goal or Certified Small Business Aspirational Target is assigned.

WOC ATTACHMENTS

ATTACHMENT A – ACRONYMS & DEFINITIONS

Agency – Oregon Dept. of Transportation ODOT – Oregon Department of Transportation APM – Agency’s Project Manager for WOC ORS – Oregon Revised Statute BOC – Breakdown of Costs PA – Price Agreement CPFF – Cost Plus Fixed Fee PM – Consultant’s Project Manager for WOC DBE – Disadvantaged Business Enterprise SOW – Statement of Work FP – Fixed Price T&M – Time and Materials NTE – Not to Exceed WOC – Work Order Contract NTP – Notice to Proceed

ATTACHMENT B - BREAKDOWN OF COSTS FOR SERVICES (BOC)

The Breakdown of Costs (BOC) dated is not physically attached but incorporated into this WOC by this reference with the same force and effect as though fully set forth herein. A copy of the final BOC has been provided to Consultant prior to WOC execution.

ATTACHMENT C - DISADVANTAGED BUSINESS ENTERPRISE (“DBE”) PROVISIONS

A&E and Related Services

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

On October 3, 2025 the U.S. Department of Transportation (USDOT) issued an interim final rule modifying the certification, compliance and reporting requirements of the Disadvantaged Business Enterprise program (DBE IFR). The DBE IFR was published in the Federal Register and took effect on October 3, 2025 (90 Fed Reg 47,969 (2025)). The DBE IFR requires the eligibility of all DBE certified firms to be reevaluated on an individualized basis, without reliance on race- or sex-based presumptions of disadvantage. The Oregon Certification Office for Business Inclusion and Diversity (“COBID”) administers the Unified Certification Program (“UCP”)for the State of Oregon and is responsible for performing the reevaluations and certifications of businesses that are certified under the DBE program. Pursuant to the DBE IFR, until the reevaluation process is completed, ODOT may not update its overall goal, set any contract DBE goals on federally funded projects or count any DBE participation toward DBE goals. In accordance with the DBE IFR, ODOT’s DBE requirements that were applicable to federally funded projects prior to the 10/03/2025 effective date of the rule are no longer in effect, and the DBE goal, reporting and compliance requirements set forth in this Contract are hereby suspended. Consultant acknowledges that the DBE goal and contractual requirements may be reinstated or modified for purposes of compliance with federal law as the DBE IFR is implemented. Consultant agrees to efficiently process any contractual modifications ODOT deems necessary or appropriate to effectuate the DBE Program resulting from the DBE IFR implementation or future modifications to the DBE Program and corresponding regulations.

a. Policy and Program Authorities: RESERVED

b. DBE Goals: RESERVED

c. Nondiscrimination Requirement: Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted Contract.

Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as ODOT deems appropriate.

Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR § 26.13(b)).

d. Documentation of Proposed Participation: RESERVED

e. Good Faith Efforts: RESERVED

f. Commercially Useful Function (“CUF”): RESERVED

g. Changes in Work Committed to DBE: RESERVED

h. Prompt Payment and Retainage: Contractor shall pay each subcontractor for satisfactory performance under its contract no later than 10 calendar days from receipt of each payment Contractor receives from ODOT (or local agency when applicable) for the subcontracted work. In addition, within 10 calendar days of receipt of retainage from ODOT (or local agency when applicable), Contractor shall pay to each subcontractor the retainage that pertains to the work of that subcontractor.

i. Reporting Requirements: RESERVED

j. Termination of DBE Notification Requirement: RESERVED

k. Remedies: RESERVED

l. Information/Questions: The DBE program is administered by the ODOT Office of Engagement and

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

m. Directory of Certified Firms: RESERVED

Related Web Sites:

All forms, documents and CFR citations referenced or linked in these DBE Provisions are available online at:

o Forms: https://www.oregon.gov/ODOT/Business/OCR/Pages/Forms.aspx o Documents: https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-

Enterprise.aspx o 49 CFR Part 26: https://www.ecfr.gov/current/title-49/subtitle-A/part-26 o Interim Final Rule, 90 Fed Reg 47,969 (2025): https://www.transportation.gov/mission/civil-rights/disadvantaged-business-enterprise/DBE-IFR-10-03-2025 mailto:ocrinforequest@odot.state.or.us https://www.oregon.gov/ODOT/Business/OCR/Pages/Forms.aspx https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-Enterprise.aspx https://www.oregon.gov/ODOT/Business/OCR/Pages/Disadvantaged-Business-Enterprise.aspx https://www.ecfr.gov/current/title-49/subtitle-A/part-26 https://www.transportation.gov/mission/civil-rights/disadvantaged-business-enterprise/DBE-IFR-10-03-2025 https://www.transportation.gov/mission/civil-rights/disadvantaged-business-enterprise/DBE-IFR-10-03-2025

Acronyms & Definitions for DBE Provisions

APM ODOT’s or local agency’s Project Manager for the WOC BOC Breakdown of Costs BOC-NBR Breakdown of Costs for Negotiated Billing Rates CFR Code of Federal Regulations CUF Commercially useful function DBE Disadvantaged Business Enterprise OECR ODOT Office of Engagement and Civil Rights ODOT Oregon Dept. of Transportation PA Price Agreement RFP Request for Proposals SSUR Subcontractor Solicitation and Utilization Report USDOT United States Department of Transportation WOC Work Order Contract

ATTACHMENT C.1 - COMMITTED DBE BREAKDOWN and CERTIFICATION FORM(s)-AE - RESERVED

ATTACHMENT E - AASHTOWare Project Application

[Revised Mar 2022]

1. AASHTOWare Project Application Access and General Requirements Consultant shall include the provisions set forth in this Exhibit in any subcontract that will require subcontractor access to AASHTOWare Project Application (“AWProject”).

Consultant shall use AWProject for electronic submittal and receipt of data as necessary for the Project.

As a precondition for access to AWProject, Consultant employees, subcontractor employees, or other agents must have an ODOT-approved ProjectWise account. For a ProjectWise account, follow processes under “Request Access” at https://www.oregon.gov/odot/Business/Pages/ProjectWise.aspx.

Each individual that requires access to AWProject must:

• Agree to the Terms and Conditions set forth in the External User Access Agreement –

AASHTOWare Project Application (“EUAA”) [https://www.oregon.gov/odot/Business/AASHTOWare/AWP_EUAA.pdf] and click the “SUBMIT” button to electronically submit a completed EUAA to ODOT (at AWPAdmin@odot.oregon.gov) for review and approval, and

• Complete ODOT’s online training and certification requirements specified at https://www.oregon.gov/odot/Business/Pages/AW-Estimation.aspx.

Individuals with approved accounts will be provided access only to appropriate data and user screens specific to the Project that they have been contracted to work on. Consultant, its subcontractors and each individual seeking or having access to AWProject shall follow the procedures provided in the External User Roles, Responsibilities and Security Requirements –AWProject Application (“EURR”) (as may be revised from time to time by ODOT):

https://www.oregon.gov/odot/Business/AASHTOWare/AWP_EURR.pdf.

Consultant shall promptly send notice to ODOT at AWPAdmin@odot.oregon.gov to remove AWProject access for individuals (including employees, subcontractor employees, or other agents) that are no longer employed or that are reassigned or that otherwise no longer need access to AWProject for the Project.

ODOT will send an attestation request to Consultant every 30 days (or such other period ODOT deems appropriate) to validate the list of individuals (including employees, subcontractor employees or other agents) with access to AWProject. Consultant shall respond in writing to ODOT within 3 business days of any such validation request.

2. Correct Use of AWProject Any person approved for accessing and using AWProject on behalf of Consultant acquires the status of an “Account Holder”. Consultant shall require each Account Holder to: a) comply with the Terms and Conditions of Use set forth or incorporated in the EUAA, and b) receive appropriate training in the proper use of AWProject and follows the EURR. ODOT reserves the right to monitor Account Holder activity within AWProject and may suspend or terminate any Account Holder ODOT, in its sole discretion, determines to be in violation of the Terms and Conditions of Use.

3. Responsibility for AWProject Functioning ODOT provides use of AWProject “as is”. ODOT does not warrant that the information or access thereto will be error free, uninterrupted or meet Consultant’s needs, nor does ODOT make any representation or warranty regarding the accuracy or completeness of the information. ODOT is not responsible for any https://www.oregon.gov/odot/Business/Pages/ProjectWise.aspx https://www.oregon.gov/odot/Business/AASHTOWare/AWP_EUAA.pdf mailto:AWPAdmin@odot.state.or.us https://www.oregon.gov/odot/Business/Pages/AW-Estimation.aspx https://www.oregon.gov/odot/Business/AASHTOWare/AWP_EURR.pdf mailto:AWPAdmin@odot.state.or.us damage that may occur due to error, omission, lack of timeliness or any other cause, of the information contained on AWProject or other sites accessible from it. ODOT does not assume any responsibility for information added to the site by Account Holders. ODOT disclaims any liability arising from interferences or interruptions, viruses, telephone faults, malicious damage by third parties, electronic system downtime, overloading of the Internet or any cause beyond the control of ODOT. ODOT reserves the right to temporarily suspend access to AWProject, without notice, because of maintenance, repair, or any other reason deemed necessary for the proper functioning of AWProject.

4. Liability Consultant shall be liable for any damage caused by AWProject use, intrusion or illegal or unauthorized access by Consultant or its subcontractors, or their respective agents or employees. In no event shall the State of Oregon, the Oregon Transportation Commission and its members, ODOT, or their officers, agents and employees be liable for any claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, of whatsoever nature, resulting from or arising out of Consultant’s use of AWProject.