11.Exhibit G ODF Interagency Firefighting Crew Agreement.pdf

2017 IFCA-Revised-Amend. 4 & 5 05/01/2019

ATTACHMENT 2

2017 INTERAGENCY FIREFIGHTING

CREW AGREEMENT

EXHIBIT G

Table of Contents

INTERAGENCY FIREFIGHTING CREW AGREEMENT

RESOURCES AND COMPENSATION 5

1.0 SCOPE OF THE AGREEMENT AND PROVISION OF RESOURCES 5

2.0 COMPENSATION 6

3.0 DISPATCH OF CONTRACTOR RESOURCES 6

TERM AND EXTENSION 6

4.0 TERM OF THE AGREEMENT AND OPTION TO EXTEND 6

5.0 TERMINATION OF THE AGREEMENT 7

6.0 MERGER CLAUSE: AMENDMENT; WAIVER 8

CONTRACT COMPLIANCE, BREACH AND REMEDIES 8

7.0 ADMINISTRATION OF THE AGREEMENT 8

8.0 DEFAULT 8

9.0 REMEDIES 8

APPILCABLE LAW AND POLICIES 9

10.0 COMPLIANCE WITH APPLICABLE LAWS, STANDARDS & POLICIES 9

GENERAL TERMS AND CONDITIONS 11

11.0 CONTRACTOR’S REPRESENTATIONS AND WARRANTIES 11

12.0 INSURANCE 11

13.0 TIME IS OF THE ESSENCE 11

14.0 INDEPENDENT CONTRACTOR STATUS: TAXES/WITHHOLDING 11

15.0 INDEMNIFICATION 12

16.0 NOTICES 12

17.0 GOVERNING LAW, VENUE AND CONSENT TO JURISDICTION 13

18.0 SURVIVAL 13

19.0 SEVERABILITY 13

20.0 ASSIGNMENT AND DELEGATION 13

21.0 THIRD PARTY BENEFICIARIES 13

22.0 ACCESS TO RECORDS AND AUDIT RIGHTS 14

23.0 CERTIFICATION OF COMPLIANCE WITH TAX LAWS 14

24.0 CERTIFICATION OF COMPLIANCE WITH NON-DISCRIMINATION LAWS 14

ATTACHMENT A – AGREEMENT AWARD SUMMARY 15

EXHIBIT A – DEFINITIONS 17

EXHIBIT B – CREW STANDARDS, POSITION QUALIFICATION REQUIREMENTS AND TRAINING 22

B 1.0 CREW COMPOSITION 22

B 2.0 POSITION QUALIFICATION REQUIREMENTS 23

B 3.0 ADDITIONAL ANNUAL TRAINING AND QUALIFICATION REQUIREMENTS 25

B 4.0 COMPANY MANIFESTS

ATTACHMENT 1 TO EXHIBIT B – EXAMPLE INCIDENT IDENTIFICATION/QUALIFICATION CARD 31

ATTACHMENT 2 TO EXHIBIT B – COMMUNICATION SKILSS EVALUATION PROCESS/FORM 32

EXHIBIT C – COMPENSATION 35

C 1.0 COMPENSATION RATES

C 2.0 SPECIAL T&Cs FOR SEVERITY/PREPAREDNESS ASSIGNMENTS 35

C 3.0 COMPENSATION FOR MEAL PERIODS 35

C 4.0 COMPENSATION FOR TRAVEL TIME 35

C 5.0 SUBSISTENCE 36

C 6.0 SPECIAL CIRCUMSTANCES 37

C 7.0 ADMINISTRATION AND RECORD KEEPING MATTERS 38

C 8.0 INVOICING AND PAYMENT OF COMPENSATION 38

C 9.0 CONTRACTOR ASSIGNMENT OF RIGHT TO RECEIVE COMPENSATION 39

EXHIBIT D – DISPATCH, WORK/REST, LENGTH OF ASSIGNMENT AND MOBILIZATION 40

D 1.0 DESIGNATED DISPATCH LOCATION 40

D 2.0 CONTRACTOR DISPATCH INFORMATION 41

D 3.0 STATUSING OF ALL CONTRACT CREWS 41

D 4.0 THE DISPATCH AND ASSEMBLY PROCESS 42

D 5.0 TRAVEL WHILE UNDER HIRE 43

D 6.0 ACTIONS UPON REPORTING TO THE INCIDENT REPORTING LOCATION 44

D 7.0 WORK/REST POLICY 45

D 8.0 LENGTH OF ASSIGNMENT 46

D 9.0 DEMOBILIZATION OF A CREW 47

D 10.0 OUT OF REGION DISPATCH 47

ATTACHMENT 1 TO EXHIBIT D – ADDITIONAL DISPATCHING PROCESS 49

ATTACMENT 2 TO EXHIBIT D – EXAMPLE – HAND CREW MANIFEST FORM 50

EXHIBIT E – RECORD KEEPING REQUIREMENTS 51

E 1.0 ESTAB/MAINTENANCE OF PERSONNEL TRAINING/EXPERIENCE RECORD 51

E 2.0 ORGANIZATION AND CONTENT OF THE FILE SYSTEM 51

E 3.0 POSITION TASK BOOK ADMINISTRATION 52

E 4.0 TRANSFER OF CREW MEMBER RECORDS 54

ATTACHMENT 1 TO EXHIBIT E – FILES 55

EXHIBIT F – EQUIPMENT 57

F 1.0 GENERAL PROVISIONS RELATING TO EQUIPMENT 57

F 2.0 VEHICLE REQUIREMENTS 57

F 3.0 PERSONAL PROTECTIVE EQUIPMENT 58

F 4.0 MISCELLANEOUS EQUIPMENT 59

F 5.0 GOVT SUPPLY OF PPE, ACCOUNTABLES/DURABLES/CONSUMABLES 61

EXHIBIT G – SCHEDULE OF INSURANCE 62

G 1.0 GENERAL REQUIREMENTS 62

G 2.0 COMMERCIAL GENERAL LIABILITY 62

G 3.0 AUTOMOBILE LIABILITY INSURANCE 62

G 4.0 WORKERS COMPENSATION 62

G 5.0 ADDITIONAL INSURED 62

G 6.0 TAIL COVERAGE 63

G 7.0 NOTICE OF CANCELLATION OR CHANGE 63

G 8.0 CERTIFICATES OF INSURANCE 63

EXHIBIT H – ADMINISTRATION OF THE AGREEMENT 64

H 1.0 ROLE OF THE PROTECTION CONTRACT SERVICES UNIT 64

H 2.0 ASSESSMENT OF EVALUATION, COMPLAINT OR REPORT 64

H 3.0 INVESTIGATION OF A COMPLAINT OR REPORT 64

H 4.0 ACTION FOLLOWING AN INVESTIGATION 65

EXHIBIT I – WILDLAND FIREFIGHTING TRAINING RESOURCES 66

FIREFIGHTING CONTRACTOR ASSOCIATIONS 66

WASHINGTON PUBLIC EDUCATION PROVIDERS 67

OREGON PUBLIC EDUCATION PROVIDERS 68

EXHIBIT J – SPECIAL COMPENSATION ISSUES AND PAYMENT CENTERS 69

SCHEDULE 1 – FEDERAL JURISDICTION INCIDENTS 69

I. COMPENSATION 69

II. INVOICES 69

III. COMPENSATION ISSUES AND CLAIMS 69

SCHEDULE 2 – STATE OF OREGON JURISDICTION INCIDENTS 74

I. COMPENSATION 74

II. ODF/PROTECTION ASSOCIATION BILLING ADDRESSES 74

III. COMPENSATION ISSUES AND CLAIMS 75

SCHEDULE 3 – STATE OF WASHINGTON JURISDICTION INCIDENTS 76

I. COMPENSATION 76

II. COMPENSATION ISSUES AND CLAIMS 76

EXHIBIT K – SPECIAL CONTRACT TERMS AND CONDITIONS 77

SCHEDULE 1 – FEDERAL INCIDENTS 77

SCHEDULE 2 – STATE OF OREGON INCIDENTS 94

SCHEDULE 3 – STATE OF WASHINGTON INCIDENTS 95

EXHIBIT L – MASTER COOPERATIVE AGREEMENT PARTIES 97

EXHIBIT M – NOTIFICATION OF WCFT FORM 98

EXHIBIT N – EMPLOYEE TRAINING AND QUALIFICATION SUMMARY FORM 99

EXHIBIT O – COMPANY MANIFEST FORM 101

EXHIBIT P – HAND CREW MANIFEST FORM 102

EXHIBIT Q – CREW PERFORMANCE RATING 103

EXHIBIT R – IFCA EQUIPMENT MANIFEST/INSPECTION FORM 105

EXHIBIT S – CERTIFICATE OF LIABILITY INSURANCE FORM 107

EXHIBIT T – 29 CFR LABOR STANDARDS FOR FEDERAL SERVICE CONTRACTS 108

EXHIBIT U – REGISTER OF WAGE DETERMINATION REVISION 46 112

EXHIBIT V – EXECUTIVE ORDER 13706 OF SEPTEMBER 7, 2015 122

INTERAGENCY FIREFIGHTING CREW AGREEMENT

This INTERAGENCY FIREFIGHTING CREW AGREEMENT (the “Agreement”) is entered into by and between ____________________ (the “Contractor”) and the State of Oregon acting by and through the Oregon Department of Forestry (“ODF” or the “Administering Agency”) for and on behalf of the parties to the Master Cooperative Wildland Fire Management and Stafford Act Response Agreement (the “Master Agreement”) that are included within the definition of Government in Exhibit A to this Agreement. Defined terms used in the Agreement are shown in Bold and are defined in Exhibit A. When referring to a specific Section in an Exhibit, the reference will refer to the Exhibit and then the Section. For example, a reference to Section 4.3 of Exhibit B will be shown in the Agreement as B 4.3.

The Parties agree as follows:

AGREEMENT

RESOURCES AND COMPENSATION

1.0 SCOPE OF THE AGREEMENT AND PROVISION OF RESOURCES

1.1 This Agreement is applicable to the contracting of Resources to entities within the scope of the definition of Government as set forth in Exhibit A to provide Services for wildland fires within the states of Oregon and Washington (Region 6). Government may dispatch contract Resources outside of Oregon and Washington. See D 10.0.

1.2 During the Term of the Agreement, the Contractor shall provide the Crew identified on Attachment A together with all other required Resources and shall perform the Services required in strict accordance with the terms and conditions of this Agreement.

1.3 All Resources provided by the Contractor must meet and comply with all of the applicable requirements of this Agreement. Contractor is obligated to provide all Services proposed in its Proposal at an equal or better value during the Term of the Agreement.

1.4 Contractor shall maintain and provide proof upon request by Government of training records and applicable training record inspections for firefighter positions on all proposed Crews prior to receiving award and prior to any annual extension. ODF will provide written acceptance of Crews upon verification of required training.

1.5 This Agreement does not guarantee that Contractor will receive a request to provide Services.

Nothing in this Agreement shall preclude a Government from utilizing resources from any source prior to or instead of the Resources provided by Contractor pursuant to this Agreement when, at the discretion of the Government, such utilization is in the public interest of effectively and efficiently deploying available resources for an existing fire situation.

1.6 If, at any time during the Term of the Agreement, the severity of the fire season warrants the hiring of additional Crews, Government may in its sole discretion, request Contractor to offer additional Crews or Strike Team Leaders from existing Designated Dispatch Locations (DDLs).

Additional Crews offered shall not result in excess of the total number of Crews authorized by the Oregon Bureau of Labor and Industries (BOLI) as indicated on the Contractor’s BOLI license.

Contractor may, but is not required to, offer to provide the requested Resources. Crews offered and accepted will expire on December 31 of the calendar year in which they were requested and accepted, unless otherwise specified by the Administering Agency. These additional crews will not be offered for renewal during an Extension Term.

1.6.1 If Government accepts the offer by the Contractor to provide additional Resources from an existing DDL, Contractor shall receive compensation for such additional Resources at the rates set forth in this Agreement. The additional Contractor Resources must meet all of the requirements contained in this Agreement for such Resources. The additional Crews will be added to the bottom of the Best Value Ranking dispatch list and will be ranked according to the Best Value Ranking of the Contractor.

2.0 COMPENSATION

2.1 Contractor shall be compensated for the Contractor Resources (a) at the rates set forth in Attachment A, and (b) in accordance with the terms and conditions contained in Exhibit C.

2.2 Contractor shall be compensated solely by the Government issuing the Resource Order for Services for the specific Incident that is the subject of the Resource Order.

2.3 The responsible entity as determined in accordance with Section 3.0 shall be solely responsible for the payment of compensation to the Contractor and Contractor shall not seek compensation from the Administering Agency or any other Government entity that did not issue the Resource Order.

2.4 Prices shall be firm for the Initial Term of the Agreement. Contractor may request price adjustments in writing no later than sixty (60) days prior to the expiration of the Initial Term of the Agreement, or if applicable, no later than sixty (60) days prior to the expiration of any Extension Term. Price adjustments shall not exceed the percentage of change in the U.S. Department of Labor (DOL) Consumer Price Index (CPI) (http://www.bls.gov/cpi/) based on the West Region Consumers percentage difference between: (a) July 1, 2016 and July 1, 2017 (for a first Extension Term, if any – see Section 4.7 of this Agreement); (b) July 1, 2017 and July 1, 2018 (for a second Extension Term, if any); and (c) July 1, 2018 and July 1, 2019 (for a third Extension Term, if any).

2.5 If additional requirements, including but not limited to a new government law or rule, comes into effect that would significantly increase costs for a Contractor to continue to provide Services for this Agreement, Contractor may make a written request to the PCSU, within ninety (90) days after the effective date of the additional requirements, for a special price adjustment. The request must contain the proposed increase amount, a comprehensive analysis, and data to substantiate the request. The Administering Agency will review the request and will have sole discretion to determine if a special price adjustment will be granted.

2.6 Prior to a Contractor request for a price adjustment pursuant to 2.4 or 2.5, Government may provide a price adjustment in lieu of the Contractor request. The price adjustment will be addressed in the Renewal Notice (see 4.3).

3.0 DISPATCH OF CONTRACTOR RESOURCES

3.1 The Contractor shall provide the Resources to, and shall perform the Services for, the Government entity identified by a Resource Order issued to the Contractor in accordance with Exhibit D.

3.2 Upon acceptance of the Resource Order and continuing while the Crew is Under Hire, in addition to compliance with the terms and conditions of this Agreement, Contractor shall also comply with the special terms and conditions of the Government entity that is the recipient of the Services. The special terms and conditions are set forth as follows:

3.2.1 For a federal entity, see Exhibit K, Schedule 1.

3.2.2 For the State of Oregon, see Exhibit K, Schedule 2.

3.2.3 For the State of Washington, see Exhibit K, Schedule 3.

TERM AND EXTENSION

4.0 TERM OF THE AGREEMENT AND OPTION TO EXTEND

4.1 The Initial Term of the Agreement will commence on the Effective Date and expire upon the execution of an extension to the Agreement or April 30, 2018, whichever is earlier, unless terminated sooner in accordance with the Agreement.

http://www.bls.gov/cpi/

4.2 The Administering Agency shall, at its sole discretion, have the option to extend the Term of the Agreement for up to three additional one-year periods (each an “Extension Term”). If the Administering Agency intends to extend the Term of the Agreement, notice will be made to the Contractor no later than ninety (90) days prior to the expiration of the Initial Term of the Agreement, or if applicable, no later than ninety (90) days prior to the expiration of any Extension Term.

4.3 If the Administering Agency intends to extend the Term of the Agreement, a Renewal Notice and new Agreement Award Summary sheet(s) (Attachment A) will be sent to Contractor no later than forty-five (45) days prior to the expiration of the Initial Term of the Agreement, or if applicable, no later than forty-five (45) days prior to the expiration of any Extension Term. If the Contractor wants to accept the extension, the Contractor must sign and return the corresponding Agreement Award Summary sheet(s) by the time specified in the Renewal Notice. If Contractor does not return the signed Agreement Award Summary sheet(s) by the time set forth in the notice, the Agreement will expire in accordance with its terms.

4.3.1 An extension to the Term of the Agreement will commence on the Effective Date and expire on the Expiration Date provided on the Agreement Award Summary, or with the execution of a new Agreement, a subsequent extension to the Agreement, or if terminated sooner in accordance with any other terms of the Agreement.

4.4 Contractor may request a price adjustment only as described in Section 2.4 and 2.5. Adjustment of price is within the sole discretion of the Administering Agency. Contractor will be advised of Administering Agency’s decision on the price adjustment request.

4.5 If the price for the Crew is adjusted, there will be no adjustment to the Contractor’s Best Value Ranking.

4.6 Government shall not dispatch and Contractor shall not accept dispatch to an Incident during an Extension Term until Contractor has complied with all of the extension requirements specified by the Administering Agency.

4.7 The Contractor has no entitlement to any extension of the Agreement. Administering Agency may, at its sole option and discretion, decide whether to offer any extension of the Agreement to the Contractor. Administering Agency reserves the right not to issue a Renewal Notice to some or all Contractors, to issue a new solicitation for firefighting resources, to terminate the contract firefighting program, or to take any other action with respect to the contract firefighting program that Administering Agency determines to be in the best interest of the Government, or the public.

4.8 Notwithstanding anything to the contrary in this Agreement, Administering Agency reserves the right, to be exercised in its sole discretion, to extend the Agreement for a maximum of one (1) calendar month beyond any term, at the pricing established for the then-current term. Administering Agency shall notify Contractor in writing of the one-month extension prior to the expiration of the then-current term. This Section does not authorize the establishment of consecutive one-month extensions for any Term of the Agreement.

5.0 TERMINATION OF THE AGREEMENT. The Agreement may be terminated as follows:

5.1 The Agreement may be terminated at any time by mutual written agreement of the Contractor and the Administering Agency.

5.2 The Agreement may be terminated by the Administering Agency at its sole discretion, for any reason or no reason, upon 30 days written notice to the Contractor.

5.3 The Administering Agency may terminate the Agreement immediately, or upon such conditions as are contained in a written notice, if Contractor is in breach of the Agreement or in default of the Agreement as described in Section 8.0.

5.4 Contractor may terminate the Agreement if the entity issuing the Resource Order fails to pay invoiced charges in accordance with Section 2.0 above, and such invoices remain unpaid for sixty

(60) days after the receipt of an invoice for the charges. Contractor may not terminate the Agreement if a good faith dispute exists between Contractor and the entity issuing the Resource Order with respect to the amount owed to Contractor.

5.5 Falsification of DDL is cause for rejection of Crews and termination of the Agreement at no expense to Government.

6.0 MERGER CLAUSE; AMENDMENT; WAIVER

6.1 The Request for Proposal and Contractor’s Proposal, along with this Agreement constitutes the entire agreement between the Contractor and Administering Agency on the subject matter hereof.

There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Agreement.

6.2 No waiver, consent, or amendment of terms of the Agreement will bind either party unless in writing and signed by both parties, and all necessary approvals have been obtained. Waivers and consents will be effective only in the specific instance and for the specific purpose given.

6.3 The failure of the Administering Agency to enforce any provision of the Agreement will not constitute a waiver by the Administering Agency of that provision or any provision.

CONTRACT COMPLIANCE, BREACH AND REMEDIES

7.0 ADMINISTRATION OF THE AGREEMENT. The Protection Contract Services Unit (“PCSU”) of the Administering Agency shall be responsible for administration of the Agreement in accordance with Exhibit H.

8.0 DEFAULT

8.1 Contractor shall be in default of this Agreement and any Resource Order under the following circumstances:

8.1.1 Contractor institutes or has instituted against it, insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

8.1.2 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Agreement and Contractor has not obtained such license or certificate within ten (10) Business Days after delivery of a notice by the Administering Agency or such longer period as the Administering Agency may specify in such notice; or

8.1.3 Contractor commits any material breach or default of any covenant, warranty, obligation or certification under the Agreement.

8.1.3.1 Administering Agency may request Contractor to cure a breach, default or failure within ten (10) Business Days after delivery of a notice of default by the Administering Agency or such longer period as the Administering Agency may specify in such notice.

Contractor is in default of this Agreement if cure has not been completed within the required time.

8.2 The State is in default of this Agreement if the State commits any material breach or default of any covenant, warranty, obligation or certification under this Agreement and such breach, default or failure is not cured within sixty (60) Business Days after Contractor’s delivery of a notice of default to the State or such longer period as the Contractor may specify in such notice.

9.0 REMEDIES. If Contractor is in breach or default of the Agreement, the State is entitled to the following remedies in addition to any administrative remedy taken pursuant to Exhibit H of the Agreement:

9.1 Recovery of any and all damages suffered as the result of Contractor’s default, including but not limited to direct, indirect, incidental and consequential damages and damages provided by any other applicable Oregon law.

9.2 Termination of this Agreement under Section 5.0.

9.3 Initiation of an action or proceeding for specific performance or declaratory, injunctive or equitable relief.

9.4 Exercise of its right of setoff, and withholding of monies otherwise due and owing.

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

APPLICABLE LAW AND POLICIES

10.0 COMPLIANCE WITH APPLICABLE LAWS, STANDARDS AND POLICIES. Government reserves the right to verify, at any time, Contractor compliance with applicable laws.

During the Term of the Agreement, Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and ordinances applicable to the Agreement and any Resource Order, including without limitation, the following:

10.1 OCCUPATIONAL SAFETY AND HEALTH AGENCY (OSHA). The following safety and health codes are applicable to the Agreement for the states of Oregon and Washington:

10.1.1 OR-OSHA, OAR Chapter 437, Occupational Safety and Health Codes, and

10.1.2 WISHA, Washington Industrial Safety and Health Act, RCW 49.17.

10.2 MIGRANT AND SEASONAL AGRICULTURAL WORKER PROTECTION ACT. Contractor shall comply with the requirements of The Migrant and Seasonal Agricultural Worker Protection Act of 1983 (MSPA) (29 U.S.C. 1801, et seq.) and implementing regulations issued by the DOL (29 CFR 500). This law requires any employer who hires or anticipates hiring Crew Members subject to MSPA to (a) obtain a Farm Labor Contractor Certificate of Registration, and (b) provide MSPA registered drivers, and be fully in compliance with the provisions set under 29 CFR Part 500. At all times during the Term of the Agreement, Contractor shall maintain in full force and effect required MSPA certification. Contractor shall provide a photocopy of the Farm Labor Contractor Certificate of Registration, that includes all authorized vehicles, to the Administering Agency, and provide evidence of compliance with MSPA upon request by a representative of any Government entity.

More information concerning the Migrant and Seasonal Agricultural Worker Protection Act, including provisions under 29 CFR Part 500, can be found here: https://www.dol.gov/whd/mspa/index.htm.

10.3 US DEPARTMENT OF LABOR WAGE DETERMINATION AND STATE MINIMUM WAGE.

Contractor shall compensate all Crew Members in accordance with:

(a) The applicable hourly wage rate and fringe benefit provisions of (the highest of the following):

(i) The Wage Determination issued pursuant to the federal McNamara-O’Hara Service Contract Act (SCA), or

(ii) The state minimum hourly wage rate, or

(iii) Any other applicable federal minimum wage, local minimum wage rates, or wage rates pursuant to a collective bargaining agreement.

and

(b) The applicable Fringe Benefits set forth in the Wage Determination.

Contractors will be required to ensure that Crew Members are paid no less than the federal or state minimum wage in effect each year of a multi-year contract.

See Exhibit U for the US Department of Labor Wage Determination. Regulatory requirements under the McNamara-O’Hara Service Contract Act are found in 29 CFR Part 4: Federal Standards for Federal Service Contracts (https://www.dol.gov/whd/govcontracts/sca.htm).

10.3.1 See Exhibit T for Labor Standards for Federal Service Contracts (29 CFR 4).

https://www.dol.gov/whd/mspa/index.htm https://www.dol.gov/whd/govcontracts/sca.htm

10.3.2 During the period that covered work is being performed on a contract subject to the act, the Contractor must post copies of Notice to Employees Working on Government Contracts in a sufficient number of places to permit employees to observe a copy on the way to or from their place of employment (WH-1313) (https://www.dol.gov/whd/regs/compliance/posters/govbw.pdf).

10.3.3 The Fair Labor Standards Act and the Contract Work Hours Safety Standards Act may require the payment of overtime at time and one-half the regular rate of pay for all hours work on the contract in excess of 40 a week. The Contract Work Hours Safety Standards Act is more limited in scope than the Fair Labor Standards Act and generally applies to Government contracts in excess of $100,000 that require or involve the employment of laborers, mechanics, guards, watchmen. See overtime regulations for CWHSSA at:

https://www.dol.gov/whd/govcontracts/cwhssa.htm and for FLSA at:

https://www.dol.gov/whd/regs/compliance/whdfs23.pdf.

10.4 LICENSE REQUIREMENTS. At all times during the Term of the Agreement, Contractor shall maintain in full force and effect an Oregon Farm/Forest Labor Contractor License from the Oregon Bureau of Labor and Industries (BOLI). The Contractor shall provide Administering Agency a photocopy of a valid and current Oregon Farm/Forest Labor Contractor License (OR F/FLCL), or written temporary operating authority issued by BOLI. The license number must have the forest category endorsement.

10.5 PROHIBITION OF DRUGS AND ALCOHOL. Contractor and Contractor’s Crew Members are prohibited from engaging in the manufacture, distribution, dispensing, or unlawful possession or use of controlled substances under federal law (includes marijuana) or alcohol: (a) while on Government property; (b) while in fire camp; (c) while Under Hire; or (d) at any time while providing Services under this Agreement.

10.6 UNLAWFUL OR CRIMINAL ACTIONS. Violation of state or federal laws by Contractor, or Contractor’s Crew Members, while Under Hire may result in suspension or termination of Contractor’s Agreement.

10.7 PROHIBITION OF DANGEROUS WEAPONS. The possession of firearms or other dangerous weapons (as defined in 18 USC 930 (g) (2)) is prohibited at all times: (a) while on Government property; (b) while in fire camp; (c) while Under Hire; or (d) at any time while providing Services under this Agreement. The term "dangerous weapon" does not include a pocket knife with a blade less than 2 ½ inches in length, or a multi-purpose tool.

10.8 DRUG FREE WORKPLACE. Contractor shall comply with the provisions of Federal Acquisition Regulation (FAR) clause 52.223-6 (Drug Free Work Place [May 2001]).

10.9 DISCRIMINATION AND HARASSMENT-FREE/VIOLENCE-FREE WORKPLACE. Contractor shall ensure that all Crew Members conduct themselves so as to ensure the maintenance of a work and rest environment free from behavior, action, or language that is or may be perceived by others as threatening, offensive, hostile, intimidating, violent or abusive. Also prohibited are acts that express or are reasonably perceived to express intent to cause damage to property. Harassment or discrimination in any form is unacceptable conduct and will not be tolerated. Therefore, the following policies and orders are incorporated by reference into this Agreement:

Oregon Department of Forestry policy 50.010.01;

Washington State Department of Natural Resources Policy POL 01-037;

U.S. Department of Agriculture, Title VII, Civil Rights Act of 1964; Executive Order EO-11246 and U.S. Forest Service Harassment Free Workplace Policy.

10.9.1 Contractor shall have a policy and practice that prevents Sexual Harassment, Sexual Assault and Discrimination against members of a Protected Class, OAR 125-246-330(4).

10.10 EMPLOYMENT ELIGIBILITY VERIFICATION (22.18)

(22.1803) Special Requirements for Labor Intensive Contracts https://www.dol.gov/whd/regs/compliance/posters/govbw.pdf https://www.dol.gov/whd/govcontracts/cwhssa.htm https://www.dol.gov/whd/regs/compliance/whdfs23.pdf

(a) 8 CFR Section 274A of the Immigration and Nationality Act (INA) (8 USC 1324a) makes it unlawful for an employer to hire unauthorized aliens. The H-2B temporary nonimmigrant program permits employers to hire nonimmigrant workers to meet their employment needs, but such employers must first file an Application for Temporary Employment Certification with the Office of Foreign Labor Certification (OFLC) in the Department of Labor Employment and Training Administration and conduct certain recruitment activities to ensure that there are not qualified U.S. workers available for the position listed in the Application. The Wage and Hour Division of the U.S. Department of Labor enforces the contractual and other obligations required by the H-2B program which are found at 20 CFR Part 655 subpart A and 29 CFR Part 503.

(b) Employers using the H-2B program to perform forestry-related work may also be subject to the requirements of the Migrant and Seasonal Agricultural Worker Protection Act (MSPA).

The employer may be required under MSPA to obtain a current and valid Farm Labor Contractor Certificate of Registration. MSPA is implemented under 29 USC 1801 and 29 CFR Part 500 and is enforced by the Wage and Hour Division. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of an individual's national origin or citizenship status.

(c) For further information on the requirements of the H-2B program, visit OFLC's website at https://www.foreignlaborcert.doleta.gov/ or Wage and Hour's website at:

https://www.dol.gov/whd/immigration/h2b.htm. Information regarding MSPA can be found at http://www.dol.gov/whd/mspa/index.htm.)

10.11 CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for ensuring that all Crew Members of Contractor’s Crew comply with the provisions of this Section and any failure to enforce this provision may result in all remedies and penalties permitted under this Agreement.

GENERAL TERMS AND CONDITIONS

11.0 CONTRACTOR’S REPRESENTATIONS AND WARRANTIES

The Contractor represents and warrants as follows:

11.1 Contractor has the power and authority to enter into and perform the Agreement. The Agreement, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms.

11.2 All Resources provided by the Contractor shall meet all of the applicable requirements contained in the Agreement.

11.3 All Services required to be performed by Contractor and Crew shall be performed in accordance with the highest applicable professional or industry standards and the terms and conditions of the Agreement.

12.0 INSURANCE.

Prior to the Effective Date of the Agreement, Contractor shall provide the insurance described in Exhibit G. Contractor shall provide proof of continued coverage to the Administering Agency.

13.0 TIME IS OF THE ESSENCE.

Contractor agrees that time is of the essence for Contractor’s performance of its obligations under the Agreement and any Resource Order.

14.0 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND

WITHHOLDING.

14.1 Contractor is, and shall act at all times with respect to the Services provided under this Agreement as an independent Contractor and not as an officer, employee, or agent of https://www.foreignlaborcert.doleta.gov/ https://www.dol.gov/whd/immigration/h2b.htm http://www.dol.gov/whd/mspa/index.htm

Government. Contractor shall have no right or authority to incur or create any obligation for, or legally bind Government in any way. Contractor acknowledges and agrees that Contractor is not an officer, employee, or agent of the Administering Agency, the State of Oregon or any other entity within the definition of Government as defined in this Agreement.

14.2 If Contractor is currently performing work for the Administering Agency, the State of Oregon or any entity within the definition of Government, Contractor, by signature to this Agreement, declares and certifies that: Contractor’s Services to be performed under this Agreement create no potential or actual conflict of interest as defined by ORS Chapter 244 or any other similar statute, rule, law or regulation that would prohibit Contractor’s performance under this Agreement.

14.3 Contractor shall be responsible for all federal, state and local taxes applicable to compensation or payments paid to Contractor under this Agreement.

15.0 INDEMNIFICATION.

15.1 Contractor shall defend, save, hold harmless, and indemnify the State of Oregon, the Administering Agency and each of the entities within the definition of Government, and their respective officers, employees and agents (collectively, the “Indemnified Parties”) from and against all claims, suits, actions, proceedings, losses, damages, liabilities, awards and costs of every kind and description at trial, on appeal and in connection with any petition for review (collectively, "Claim") which may be brought or made against any of the Indemnified Parties arising out of or related to (i) any personal injury, death or property damage caused by any alleged act, omission, error, fault, mistake, negligence or intentional or willful conduct of Contractor, its Crew Members or agents, arising out of or related to this Agreement, (ii) any act or omission by Contractor that constitutes a material breach of this Agreement, including without limitation any breach of warranty, or (iii) the infringement of any patent, copyright, trade secret or other proprietary right of any third party by delivery or use of the goods. Upon receiving information regarding a Claim, the Indemnified Party shall promptly notify Contractor in writing of the Claim. Contractor’s obligation under this Section shall not extend to any Claim primarily caused by the negligent or willful misconduct of an Indemnified Party.

15.2 The Oregon Attorney General must provide written authorization to any legal counsel purporting to act in the name of, or represent the interests of the State of Oregon or its officers, employees or 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 the State of Oregon 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 or able to defend the interests of the State or an Indemnified Party; (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 the Indemnified Parties under (i) and (ii) above.

15.3 Contractor hereby waives any requirement imposed by state or federal law requiring that an indemnification provision be obvious or conspicuous.

16.0 NOTICES.

16.1 Each party giving or making any notice, request, demand or other communication (each a “Notice”) pursuant to this Agreement shall give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this Agreement is a “writing”; personal delivery, Registered or Certified Mail (in each case return receipt requested and postage prepaid), nationally recognized overnight courier (with all fees prepaid), facsimile or email.

16.2 Any party giving a Notice shall address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address listed on the signature page of the Agreement or to another Addressee or another address as designated by a party in a Notice pursuant to this Section.

16.3 Except as provided elsewhere in this Agreement, a Notice is effective only if the party giving the Notice has complied with Sections 16.1 and 16.2 or if the Addressee has received the Notice.

17.0 GOVERNING LAW, VENUE AND CONSENT TO JURISDICTION.

17.1 The Agreement and any Services provided pursuant to this Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws.

17.2 Any claim, action, suit or proceeding (collectively, "Action") between the State and Contractor that arises from or relates to the Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if an Action 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

AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT

SUCH FORUM IS AN INCONVENIENT FORUM. 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 Actions or jurisdiction based thereon.

17.3 Any claims, actions, suits or proceedings between Contractor and a federal entity, or between Contractor and Washington state will be governed by the procedures outlined in the Special Contract Terms and Conditions in Exhibit K.

18.0 SURVIVAL.

Any terms of this Agreement which by their context or nature are intended to survive termination or expiration, including but not limited to warranty, indemnification, access to records, governing law, venue, consent to jurisdiction, termination, and remedy provisions, shall survive the termination or expiration of this Agreement.

19.0 SEVERABILITY.

If any provision of the Agreement is declared by a court of competent jurisdiction to be illegal or otherwise invalid, 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 Agreement did not contain the particular provision held to be invalid.

20.0 ASSIGNMENT AND DELEGATION.

20.1 No party may assign any of its rights under this Agreement except with the prior written consent of the other party. All assignments of rights are prohibited under this subsection, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner.

For purposes of this Section,

20.1.1 A change of control shall constitute an assignment of rights; and

20.1.2 “Merger” refers to any merger in which a party participates regardless of whether it is the surviving or disappearing entity.

20.2 Contractor may not delegate any performance under this Agreement.

20.3 Any purported assignment of rights or delegation of performance in violation of this Section is void.

21.0 THIRD PARTY BENEFICIARIES.

The State of Oregon and Contractor are the only parties to the Agreement and are the only parties entitled to enforce the terms of this Agreement. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. Entities within the definition of Government are intended as third party beneficiaries of this Agreement.

22.0 ACCESS TO RECORDS AND AUDIT RIGHTS.

Contractor shall maintain, retain, and keep accessible all records relevant to the Agreement (the "Records") for a minimum of three (3) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Agreement, whichever date is later (“Record Retention Period”). Financial Records shall also be kept in accordance with generally-accepted accounting principles. During the Record Retention Period, the Contractor shall permit the State, and its duly authorized representative’s, access to the Records at reasonable times and places for purposes of examination and copying.

23.0 CERTIFICATION OF COMPLIANCE WITH TAX LAWS.

By the execution of the Agreement, Contractor attests or affirms under penalty of perjury that Contractor is not in violation of any Oregon Tax Laws." For purposes of this certification, "Oregon tax laws" are those tax laws listed in ORS 305.380(4), namely ORS Chapters 118, 314, 316, 317, 318, 320, 321 and 323 and Sections 10 to 20, Chapter 533, Oregon Laws 1981, as amended by Chapter 16, Oregon Laws 1982 (first special session); the elderly rental assistance program under ORS

310.630 to 310.706; and any local tax laws administered by the Oregon Department of Revenue under ORS 305.620.

24.0 CERTIFICATION OF COMPLIANCE WITH NON-DISCRIMINATION LAWS.

By the execution of the Agreement, Contractor attests or affirms under penalty of perjury that the Contractor has not discriminated against minority, women or emerging small business enterprises in obtaining any required subcontracts, and that the Contractor is not in violation of any Discrimination Laws.

Attachment A – Agreement Award Summary

OREGON DEPARTMENT OF FORESTRY

2017 INTERAGENCY FIREFIGHTING CREW AGREEMENT

AGREEMENT AWARD SUMMARY – CREWS

1. AGREEMENT NUMBER:

FEDERAL NUMBER:

AGREEMENT NOS. MUST APPEAR ON ALL PAPERS RELATING TO THIS AGREEMENT

2. EFFECTIVE DATE:

3. EXPIRATION DATE:

4. BUSINESS NAME/MAILING ADDRESS:

Also remittance address:

a. Business Owner:

b. Primary Business Contact, if different from above:

c. Email Address:

d. FEIN:

e. DUNS: f. Business Phone: g. Business Fax:

5. DESIGNATED DISPATCH LOCATION ADDRESS:

6. NUMBER OF 20 PERSON CREWS

FOR THIS AGREEMENT NUMBER:

7. Oregon/Washington HOURLY RATE (per person):

8. 1st Dispatch Contact Name:

a. Day Phone:

b. Night Phone:

c. Cell Number:

d. Fax:

e. Email:

9. 2nd Dispatch Contact Name:

10. If commissary is available at fire camps, use by Contractor’s Personnel is (check one):

AUTHORIZED NOT AUTHORIZED by CONTRACTOR

11. CONTRACTOR OR AUTHORIZED COMPANY REPRESENTATIVE (SIGN HERE) 12. DATE

13. CONTRACTOR OR AUTHORIZED COMPANY REPRESENTATIVE’S NAME (PRINT HERE)

14. ODF CONTRACT MANAGER SIGNATURE 15. DATE

16. ODF CONTRACT MANAGER’S NAME AND TITLE

17. AUTHORIZED FEDERAL CONTRACTING OFFICER SIGNATURE 18. DATE

19. AUTHORIZED FEDERAL CONTRACTING OFFICER’S NAME AND TITLE

OREGON DEPARTMENT OF FORESTRY

2017 INTERAGENCY FIREFIGHTING CREW AGREEMENT

AGREEMENT AWARD SUMMARY – STRIKE TEAM LEADER

1. AGREEMENT NUMBER:

FEDERAL NUMBER:

AGREEMENT NOS. MUST APPEAR ON ALL PAPERS RELATING TO THIS AGREEMENT

2. EFFECTIVE DATE:

3. EXPIRATION DATE:

4. BUSINESS NAME/MAILING ADDRESS:

Also remittance address:

a. Business Owner:

b. Primary Business Contact, if different from above:

c. Email Address:

d. FEIN:

e. DUNS: f. Business Phone: g. Business Fax:

5. DESIGNATED DISPATCH LOCATION ADDRESS:

Primary Business Contact, if different from above:

6. NUMBER OF STRIKE TEAM

LEADERS FOR THIS AGREEMENT

NUMBER:

7. Oregon/Washington

HOURLY RATE:

8. 1ST Dispatch Contact Name:

9. 2ND Dispatch Contact Name:

10. If commissary is available at fire camps, use by Contractor’s Personnel is (check one):

AUTHORIZED NOT AUTHORIZED by CONTRACTOR

11. CONTRACTOR OR AUTHORIZED COMPANY REPRESENTATIVE (SIGN HERE) 12. DATE

13. CONTRACTOR OR AUTHORIZED COMPANY REPRESENTATIVE’S NAME (PRINT HERE)

14. ODF CONTRACT MANAGER SIGNATURE 15. DATE

16. ODF CONTRACT MANAGER’S NAME AND TITLE

17. AUTHORIZED FEDERAL CONTRACTING OFFICER SIGNATURE 18. DATE

19. AUTHORIZED FEDERAL CONTRACTING OFFICER’S NAME AND TITLE

Exhibit A - Definitions Unless otherwise provided in the Agreement, the following terms have the meanings set forth below, and will be shown in Bold.

“Accountable Property” means Government owned items with a purchase price of $5,000 or more, or items that Government considers valuable or sensitive (e.g., cameras, chainsaws, laptop computers). This Accountable Property is generally tagged with a Government identification number.

“Administering Agency” means the State of Oregon acting by and through the Oregon Department of Forestry for, and on behalf of, the Government entities with respect to the administration of the Agreement.

“Agency Administrator” means the Government official responsible for the management of a geographic unit or functional area. Agency Administrators are the managing officer of an agency, division thereof, or jurisdiction having statutory responsibility for Incident mitigation and management.

“Agreement” means the agreement awarded to a Proposer as a result of the Request for Proposal (RFP) for the Interagency Firefighting Crew Agreement (IFCA). The Agreement constitutes the entire agreement between the Contractor and Administering Agency as stated in Section 6.1 of the Agreement.

“Assembly” means a gathering of entire Crew to allow for inspection of Crew Members’ identification, Equipment and/or vehicles.

“Authorized Company Representative” means the person(s), other than a company owner, authorized to submit, approve, and sign contracts, agreements, certificates and other binding documents on the company’s behalf.

“Best Value Ranking” means the numeric result of the process of evaluating the performance factors, pricing and other aspects of service and product quality in accordance with the evaluation criteria set out in the RFP to arrive at the greatest overall benefit to the Government.

“BOLI” means the Oregon Bureau of Labor and Industries.

“Business Days” means Monday through Friday of each week excluding government observed holidays.

“Certifying Authority” means Contractor or Contractor’s designee who is responsible for all training, safety and employer requirements for Crew Members.

“Company Manifest” means the roster of all firefighters that Contractor will use to provide Services under this Agreement. The Company Manifest must be in the format as specified by the Administering Agency.

“Confirmed” means the condition or status that exists when a Government determines that all of the following conditions are met: 1) Crew(s) ordered are available; 2) consensus between Government and Contractor has been reached on estimated time of arrival at the Incident; and, 3) the Crew is specifically identified on a Resource Order with a request number.

“Consumable Goods” means Government-owned or Contractor-owned items normally expected to be completely consumed or used at the Incident (e.g., batteries for headlamps or radios, meals ready to eat (MRE’s), and petroleum products such as plastic sheeting or plastic bags).

“Contract Rate” means the rate at which a Crew or Strike Team Leader is paid for Oregon and Washington (Region 6) Incidents. Rates are set forth in C 1.0 and identified on Attachment A as the “Hourly Rate”.

“Contractor” means the entity that is a party to this Agreement for the provision of Resources and Services under the terms and conditions of this Agreement.

“Crew” means either or all of the Contractor’s: (a) Crew - Type 2 20-person, or (b) Crew - Type 2 10-person, or (c) Strike Team.

“Crew - Type 2 20-person” means a firefighting unit consisting of 16 Firefighter Type 2 (FFT2), 3 Advanced Firefighter/Squad Bosses (FFT1), and 1 Crew Boss, Single Resource (CRWB), of whom 40% or more have at least one Season of firefighting experience.

“Crew - Type 2 10-person” means a firefighting unit consisting of 7 Firefighter Type 2 (FFT2), 2 Advanced Firefighter/Squad Bosses (FFT1), and 1 Crew Boss, Single Resource (CRWB), of whom 40% or more have at least one Season of firefighting experience.

“Crew Boss” or “CRWB” means Crew Boss, Single Resource (CRWB) - the individual responsible for supervising and directing a Crew.

“Crew Member” means a wildland firefighter who works as a member of a Crew.

“Crew Member Number” means the unique number assigned by Government for a Crew Member employed by Contractor. The Crew Member Number is permanently assigned to the Crew Member for the Agreement and listed on the Crew Member’s Incident Qualification Card (IQC).

“Crew Representative” means the Authorized Company Representative of Contractor responsible for the welfare of the Crew assigned to an Incident and who provides a contact between the Crew and the appropriate Incident Management Team or Agency Administrator. The Crew Representative is non-compensable by any Government entity under this Agreement and is not considered a member of a Crew.

“Demobilization” means release from an Incident by Government.

“Demobilized for Cause” means Demobilization of a Crew based on a human action (not dispatch location or Equipment noncompliance) including, and without limitation, unsafe practices, insubordination, drug or alcohol violations, discrimination, harassment, weapons violations, theft, violence, fighting, hostile work environment, or other conduct not specifically addressed that is unlawful or in violation of the Agreement.

“Designated Dispatch Location” or “DDL” means the physical location from which a Crew assembles and is dispatched as identified in D 1.0 of the Agreement.

“Durable Property” means Government-owned items that have a useful life expectancy greater than one Incident (e.g., sleeping bags, water handling accessories, tents, headlamps, tools) and that are not designated as Accountable Property. Durable Property may be marked with paint or etching to show “US GOVT” or other Government-specific marking.

“Effective Date” means the date that the Agreement will commence when fully executed by the parties with all required approvals.

“Equipment” means all vehicles, heavy equipment, tools, electronic equipment and radios, Crew supplies, Crew Member personal gear and supplies, and all other such items owned by the Contractor that are necessary or desirable for providing the Services required under this Agreement.

“Equipment Manifest” means the current written inventory of Contractor equipment including specific brand names, size, serial numbers, color (if applicable), and identifying marks, etc.

“Extension Term” means additional one-year terms, after the initial term, that Administering Agency may offer to Contractors.

“Government” means one of the entities that may contract for Services under this Agreement. The term Government may include any of the following, either singly or in combination: State of Oregon Department of Forestry (ODF), State of Washington Department of Natural Resources (WDNR), USDA Forest Service (USFS), National Park Service (NPS), USDI Bureau of Land Management (BLM), Bureau of Indian Affairs (BIA), United States Fish and Wildlife Service (USF&WS), Coos Forest Protective Association (CFPA), Douglas Forest Protective Association (DFPA), Walker Range

Forest Protective Association (WRFPA), Oregon…