INSPECTIONS. Goods furnished under this Contract shall be subject to inspection and test by
ODOT at times and places determined by ODOT. ODOT may request to have a pre-delivery inspection at
Contractor's location to ensure specification compliance PRIOR TO DELIVERY. If ODOT finds Goods to be
incomplete, not in compliance with Contract requirements, or deficient in any way, ODOT, at its sole
discretion, may either reject the Goods , require Contractor to correct any deficiencies without charge,
or negotiate with Contractor to sell the Goods to ODOT at a reduced price, whichever ODOT deems
equitable under the circumstances. ODOT will provide written notice of any rejected Goods 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 Goods 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 Goods 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. 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, 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.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 Goods 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. CONTRACT TERM
3.1 EFFECTIVE DATE AND EXPIRATION. This Contract is effective on the date it has been signed by
the Parties and all required approvals have been obtained. No work or compensation under the Contract
is authorized until notice to proceed has been issued in writing (email acceptable) by ODOT. Unless
otherwise extended or terminated, this Contract shall expire December 31, 2023 or when all Contractor
obligations under the Contract are completed in conformance with all applicable requirements and
payment has been made in full, whichever is sooner.
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