2026-2027 NWOA Project Work SA_FINAL~1.pdf

Attachment A

2026-2027 PROJECT WORK SERVICE AGREEMENT

OREGON DEPARTMENT OF FORESTRY

SERVICE AGREEMENT NO. _______________

Project Work Service Agreement Title: Service Agreement (SA)

This “Project Work Service Agreement” or “SA” is between the State of Oregon, DEPARTMENT OF FORESTRY (“State”) and ______________________________________, hereafter called “Contractor”. State and Contractor together are referred to as “Parties” and individually referred to as “Party.”

State’s designated “Contract Administrator” and Contractor’s Representative for this SA are identified below. This SA sets forth the terms and conditions applicable to services that may be required under “Work Order Contracts” or “WOCs” entered into between the Parties under this SA. This SA does not guarantee that any WOCs will be entered between the Parties.

SA Authorized Representatives:

CONTRACTOR:

ADDRESS:

CITY and ZIP:

NAME:

PHONE:

FAX:

EMAIL:

STATE: Oregon Department of Forestry

ADDRESS:

CITY and ZIP:

NAME:

PHONE:

FAX:

EMAIL:

PART I. DEFINITIONS

DEFINITIONS. Capitalized terms not defined in this Service Agreement have the meaning as set forth in OAR Chapter 125, Division 246.

“Agency” or “ODF” means the Oregon Department of Forestry.

“Area of Operation” means a location where CONTRACTOR performs the Operations described in the Contract. Each Area of Operation usually has specific operating requirements.

“Authorized Representative” means a person representing a party to this Service Agreement who is authorized to make commitments and decisions on behalf of the party regarding the performance of this Contract. Contractor’s Authorized Representative(s) are the person(s) so identified in the Operations Plan for each WOC. Agency’s Authorized Representative(s) are the person(s) so identified in the Operations Plan for each WOC.

“Business Days” means calendar days, excluding Saturdays, Sundays and all state recognized holidays.

“Calendar Days” means any day appearing on the calendar, whether a weekday, weekend day, national holiday, state holiday or other day.

“Contract” or “WOC” means a fully-executed and effective Work Order Contract.

“Contractor” means the person or organization who is a party to the Agreement and who provides services under the Work Order Contracts.

“Cultural Resource” - an Archaeological or Historical Resource. They may include objects, structures, or sites used by people in the past.

“DAS SPO” means that office of the State Services Division of DAS designated by the Director to carry out the authority under the Public Contracting Code and Oregon Administrative Rules chapter 125.

“Deliverables” means all items that Contractor is required to deliver to Agency under the Work Order Contract.

“Delivery Schedule” means the schedule set forth in the WOC that includes the completion date of each Milestone and the delivery date for each Deliverable.

“DOJ” means the State of Oregon acting through its Department of Justice.

“Effective Date” means the date on which this Contract is fully executed and approved in accordance with applicable laws, rules and regulations.

“Hazardous Substances” means any substance or material that is hazardous or toxic to health or otherwise regulated or controlled under any applicable federal, state or local statute, regulation, ordinance or law.

“Improvements” means a permanent addition or change to real property, such as a road, structure, or utility, which increases the value of the property.

“Landing” means a collecting point for logs; the place to which logs are yarded for loading and transportation from the woods.

“Operations” means all the activities conducted by CONTRACTOR under this Contract, including Project Work; or the furnishing of all materials, equipment, labor, and incidentals necessary to successfully complete any individual item or the entire Contract.

“Operations Plan” means the document by which CONTRACTOR notifies STATE of the plans and schedule for completing the Operations described in the Contract. It also contains the names of the subcontractors, CONTRACTOR's Authorized Representatives, and STATE's Authorized Representatives.

“Permit” means any Permit required by a federal, STATE, or local government agency before Operations under this Contract may lawfully begin or continue. Permit includes an incidental take Permit under the federal Endangered Species Act.

“Pre-Operations Meeting” means the initial meeting between the Authorized Representatives of CONTRACTOR and STATE to discuss operational issues and requirements of the Contract, and to identify the elements to be addressed in the Operations Plan.

“Project Work” means the work required of the CONTRACTOR. Project Work can include, but is not limited to, road building, road improvement, rock quarry development, stream enhancement, site preparation, soil stabilization, and water runoff control measures.

“Proposal” means the Proposer's Written offer submitted in response to the RFP and includes all necessary attachments.

“Proposer” means the individual or entity that submits a Proposal in response to this RFP.

“Responsible” means a person who meets the standards of responsibility as described in ORS 279B.110.

“Services” means the services that Contractor is required to perform under the Work Order Contracts.

“Service Agreement” means the agreement between the Contractor(s) and Agency for Services with no guarantee of a minimum or maximum purchase. Referred to herein interchangeably as Project Work Service Agreement, SA, or Service Agreement.

“Slash” means all woody debris resulting from logging Operations, construction of roads, or other Improvements.

“Snag” means a standing dead tree, or portion of a tree, from which most of the foliage and limbs have fallen.

“State” means the State of Oregon, including but not limited to its Department of Forestry.

“Statement of Services” or “Statement of Work” means the specific description of Services required to be performed under the Work Order Contract, including delivery schedule and associated performance obligations.

“Work Order Contract” or “WOC” means the contract formed between Contractor and Agency by a work order. Specific Services for particular projects will be described in the Work Order Contracts.

“Written” or “Writing” means conventional paper documents, whether hand written, manuscript or printed, in contrast to spoken words. It also includes facsimile documents or electronic transmissions to the extent permitted by this Contract.

PART II. SCOPE of SERVICES The Oregon Department of Forestry ("ODF") will request Project Work Services through Work Order Contracts (“WOC”) issued under this Service Agreement (“SA”) as detailed in the RFP.

The geographic scope of the SA is the Clatsop State Forest and Tillamook State Forest managed by the Astoria, Forest Grove, and Tillamook Districts.

The initial term of the SA shall be for three (3) years, and are anticipated to start December 30, 2026 and end on December 30, 2029. This SA may be renewed annually, upon mutual agreement of the parties through written amendment, for three (3) additional one (1) year terms based on the current terms and conditions provided that the total contract term does not extend beyond December 30, 2032, or as otherwise allowed by law.

During the initial three-year period, ODF expects to award one to several WOCs per year under the SA. WOCs will include all the project work that is normally associated with a timber sale contract. These WOCs could include road construction or improvement, road brushing, road maintenance, rock quarry development, stream enhancement, site preparation, soil stabilization, water runoff control measures, rock crushing, rock stockpiling, and road vacating.

PART III. GENERAL SERVICE AGREEMENT PROVISIONS

The following provisions apply to this SA:

1. Effective Date; Expiration and WOC Assignment Period; Termination.

a. Effective Date. This SA shall become effective on the date this SA has been signed by each Party hereto and all required approvals have been obtained.

b. Expiration and WOC Assignment Period

i. Expiration. This SA shall have a limited WOC assignment period but will not expire until the later of the following occurs: (1) the expiration of the WOC assignment period, or (2) the expiration or termination of all WOCs assigned under this SA.

ii. WOC Assignment Period. Unless this SA is sooner terminated, the WOC assignment period (which may be extended as provided in Section 5.a below) ends December 30, 2029. A WOC is considered assigned (for purposes of meeting the WOC Assignment Period limitation) when the WOC selection process is completed and the selection documentation has been submitted to the ODF District Office. All WOC assignments are tentative until negotiations are successfully completed, all required signatures have been obtained on the WOC, and ODF has issued a notice to proceed to Contractor.

c. Termination

i. Termination by Mutual Consent. This SA may be terminated at any time by mutual

Written consent of the Parties.

ii. State's Right to Terminate for Convenience. State may, at its sole discretion, terminate this SA, in whole or in part, upon thirty (30) Calendar Days Written notice to Contractor.

d. Effect of Expiration or Termination. Expiration or termination of the SA shall not result in expiration or termination of any WOC issued before SA expiration or termination. Such WOCs shall remain in effect, and may be amended, until the particular WOC expires or terminates in accordance with its terms.

2. Scope of Services. The services that may be required under a WOC are more specifically described in the Scope of Services set forth in Exhibit A - Scope of Services (the “Services”).

Contractor agrees to perform the Services required under each WOC in accordance with the terms and conditions for WOCs as set forth in this SA.

3. Compensation

a. Method of Compensation. The payment methodology and options available for each WOC are described in Exhibit B - Compensation. Each WOC will identify and incorporate from Exhibit B the agreed-upon payment methodology and options applicable to the specific WOC.

4. SA Documents.

a. Exhibits Attached and Incorporated This SA includes the following exhibits, each of which is attached and incorporated into this SA as though fully set forth herein:

(i) Exhibit A – Scope of Services

(ii) Exhibit B – Compensation

(iii) Exhibit C – Insurance

(iv) Exhibit D – Work Order Contract Assignment and Requirements

(v) Exhibit E –Work Order Contract (WOC) Sample

5. Amendment(s) to SA. State may amend this SA to the extent permitted by applicable statutes and administrative rules, any such amendments shall not be effective unless in Writing, signed by the parties, and all approvals required by applicable law have been obtained.

a. WOC Assignment Period. Depending on Contractor performance (as provided in Part IV, Section 14), need and available funding, SAs may be amended to extend the WOC assignment period for up to an additional three (3) one-year terms.

b. Changes via Written Communication. Notwithstanding the foregoing, the following type of amendments to this SA may be accomplished by Written communication (email and fax acceptable) that document agreement by Contractor and State:

(i) The addition of or change in Contractor's subcontractors approved by State, State reserves the right to issue requirements for the Written communications, including but not limited to specific language that must be included to document agreement by Contractor and State.

PART IV. TERMS & CONDITIONS APPLICABLE TO AND

INCORPORATED INTO WORK ORDER CONTRACTS, AND

APPLICABLE GENERALLY TO THIS SERVICE AGREEMENT.

The Parties agree that the following provisions apply to and are incorporated into WOCs under this SA; provided further that the following provisions are also generally applicable to this SA, and where the context so requires, the reference in a provision to “Work Order Contract” or “WOC” shall be read to mean this SA for purposes of applying the provision to this SA:

1. Independent Contractor; Conflict of Interest; Responsibility for Taxes and Withholding;

Contractor Oversight.

a. Contractor, by its signature on the SA and WOC, certifies that it is an independent contractor as defined in ORS 670.600 and as described in IRS Publication 1779, which is available at the following link: http://www.irs.gov/pub/irs-pdf/p1779.pdf . Contractor shall perform all required Services as an independent contractor. Although State reserves the right (i) to determine the delivery schedule (as mutually acceptable to ODF and Contractor) for the Services to be performed and (ii) to evaluate the quality of the completed performance, State cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Services. Contractor is not an "officer", "employee", or "agent" of State, as those terms are used in ORS 30.265.

b. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under the WOC and, unless Contractor is subject to backup withholding, State will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from http://www.irs.gov/pub/irs-pdf/p1779.pdf compensation or payments paid to Contractor under the WOC, except as a self-employed individual.

c. Contractor shall not be responsible for or have control over the means, manner, methods or techniques required of or used by other Contractors or contractors under contract with State who are performing services or construction work on projects within the scope of the WOC, unless otherwise expressly agreed to in Writing by the Parties. The Parties agree, however, that these provisions do not in any way revise or adjust Contractor’s professional responsibility to report to State any information pertaining to a project, or to performance by other Contractors or contractors on a project, that would adversely affect State or a particular project, to the extent any such information may come to the attention of Contractor during the performance of Services within the scope of the WOC.

2. Authorized Representatives During any period of Operations, CONTRACTOR shall have a designated representative(s) available to STATE on the Area of Operation. The representative(s) shall be authorized to receive any notice or instructions from STATE on behalf of CONTRACTOR and to take any action required in regard to performance of CONTRACTOR under this Contract. STATE shall designate a field representative(s) who shall be authorized to receive notices, inspect progress of the Operations, and issue instructions in regard to performance under the terms of this Contract.

Authorized representatives of STATE and CONTRACTOR shall be designated in the Operations Plan on Exhibit B of the WOC.

3. Subcontracts and Assignment; Successors and Assigns

a. Contractor shall not enter into any subcontracts for any of the Services required by the WOC, or in any manner assign, sell or transfer any of its rights or interest under the WOC or delegate any of its duties or performance under the WOC, without State's prior Written consent. In addition to any other provisions State may require, Contractor shall include, in any permitted subcontract under the WOC, contractual provisions that shall require any subcontractor (which may also be referred to as “subcontractor”) to comply with Part IV Sections 6, 7, 9, 12, 20, and 25 of these WOC provisions and the limitations provided in Exhibit B - Compensation, in the performance of the subcontractor’s Services on the project that is the subject of the WOC, as if the subcontractor were Contractor. State’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under the WOC, including with respect to any Services, whether performed or to be performed by Contractor or a subcontractor.

b. The provisions of the WOC shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and permitted assigns, if any.

c. Any purported assignment, delegation or disposition in violation of subsection a. above is void.

4. No Third Party Beneficiaries. State and Contractor are the only Parties to the WOC and are the only Parties entitled to enforce its terms. Nothing in the WOC gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name in the WOC and expressly described as intended beneficiaries of the terms of the WOC.

5. Funds Available and Authorized.

a. Contractor understands and agrees that ODF’s obligations under the Contract are conditioned upon ODF receiving funding, appropriations, limitations, allotments or other expenditure authority sufficient to allow ODF, in the exercise of its reasonable administrative discretion, to meet its obligations under the Contract. Contractor is not entitled to receive any payment or performance under the Contract from any part of Oregon state government other than ODF. Nothing in the Contract is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon.

6. Representations and Warranties.

a. Contractor’s Representations and Warranties.

Contractor represents and warrants to State, for this SA and the WOCs, that (i) Contractor has the power and authority to enter into and perform the WOC, (ii) the WOC, when executed and delivered is a valid and binding obligation of Contractor, enforceable in accordance with its terms, (iii) the Services under the WOC will be performed in accordance with the professional standard of care set forth in Section 7 below; (iv) Contractor is duly licensed to perform the Services, and if there is no licensing requirement for the profession or Services, is duly qualified and professionally competent to perform the Services; (v) Contractor is an experienced firm having the skill, legal capacity, professional ability and resources necessary to perform all the Services required under the WOC.

b. Warranties Cumulative. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

7. Professional Standard of Care; Responsibility of Contractor.

a. Professional Standard of Care.

Contractor shall perform all Services under the WOC in accordance with the degree of skill, care and diligence required to perform the Services in a professional manner and in accordance with contemporary standards prevalent in Contractor’s industry, trade or profession, under similar conditions and circumstances,

b. Responsibility of Contractor.

(i) Contractor shall be responsible for the professional quality (and technical accuracy, when applicable) of all Services furnished by Contractor under the WOC. Contractor shall, without additional compensation, correct or revise errors or deficiencies (per requirements or acceptance criteria described in the WOC) in Contractor’s deliverables.

(ii) State’s review, approval or acceptance of, or payment for, the Services and deliverables required under the WOC shall not be construed to operate as a waiver of any rights under the WOC or of any cause of action arising out of the performance of the WOC, and Contractor shall be and shall remain liable to State in accordance with applicable law for all damages to State caused by Contractor’s negligent performance of any of the Services furnished under the WOC or negligent failure to perform any of the Services under the WOC.

(iii) The rights and remedies of State provided for under the WOC are in addition to any other rights and remedies provided by law.

(iv) If Contractor is comprised of more than one legal entity (for example, a joint-venture or partnership), each such entity shall be jointly and severally liable under the WOC.

(v) Cooperation with Species Protection Efforts. STATE is engaged in an active threatened and endangered species (T&E) survey program. As part of the survey program, ODF surveys its lands on a continuing basis for land management, species protection, research and other reasons. Surveying efforts may take place in the Project Work Area any time during the term of the Contract. CONTRACTOR acknowledges that T&E survey work and/or the discovery of a threatened or endangered species within or in the vicinity of the Project Work Area may affect CONTRACTOR’s Operations under the Contract, and CONTRACTOR agrees to cooperate with STATE’s survey work and other activities designed to identify and protect threatened and endangered species. In the event a threatened or endangered species is found within or near the Area(s) of Operation, CONTRACTOR agrees that STATE may take steps necessary to protect the interests of the State, including restrictions on Operations due to T&E species considerations, Contract amendment, suspension or termination. CONTRACTOR’s agreement under this Section is in addition to and shall not relieve CONTRACTOR of its obligation to comply with all federal and state laws, including the Endangered Species Act, governing threatened and endangered species. Further, CONTRACTOR acknowledges that at this time, or at some point during the Contract term, the STATE is also, or may become, subject to terms and conditions of an incidental take Permit(s) issued by the federal government covering State forests lands or Areas of Operations, or both.

CONTRACTOR agrees that any Operations under the Contract that occur following issuance of an incidental take Permit(s), if any, must be carried out consistent with such terms and conditions that include required minimization and mitigation measures proposed in the applicable Habitat Conservation Plan, and CONTRACTOR further agrees that STATE may take steps to protect the interests of the STATE, including without limitation imposing restrictions on CONTRACTOR's Operations under the Contract to ensure such compliance, or Contract amendment, suspension, or termination; provided however that this allowance does not relieve CONTRACTOR of its own independent obligation to comply with all federal and state laws.

(vi) Threatened and Endangered Species. CONTRACTOR shall at all times observe and comply with all federal and state laws, including the Endangered Species Act of 1973, as amended (16 U.S.C. 1531-1536, 1538-1540), ORS 496.172 to 496.192 (Threatened and Endangered Wildlife Species), and ORS 564.100 to 564.135 (Threatened and Endangered Plants), and lawful regulations issued thereunder, and local bylaws, ordinances, and regulations, which relate to threatened or endangered plant or animal species while performing Operations under this Contract.

(vii) Protection of Soil, Air, and Water Resources. CONTRACTOR shall comply with Oregon law, including the Oregon Forest Practices Act and rules promulgated thereunder, and with rules and regulations of the, Oregon State Board of Health, the Environmental Quality Commission and other agencies relating to the protection of soil, air, and water resources.

c. Conditions of Area of Operations. Use of Area of Operations. CONTRACTOR shall follow the STATE's Authorized Representative's instructions, if any, regarding use of the Area(s) of Operations. STATE reserves the right to issue Written authorization to others to use the Area(s) of Operations when, in the determination of STATE, such use will not materially interfere with the Operations of CONTRACTOR. During the term of this Contract, STATE reserves the right to sell any products or materials from the Area(s) of Operations. CONTRACTOR shall not interfere with the use of roads by other authorized users. CONTRACTOR shall not be held liable for any acts, omissions, or neglect of authorized simultaneous users.

In an emergency affecting the safety of life or of the Operations or of adjoining property, CONTRACTOR, without special instruction or authorization from STATE's Authorized Representative, shall act reasonably to prevent threatened loss or injury, and shall so act, without appeal, if instructed by STATE's Authorized Representative. Any compensation claimed by CONTRACTOR on account of emergency work shall be equitably determined by STATE.

d. Hazardous Substances Generated or Aggravated by CONTRACTOR.

CONTRACTOR shall be held responsible for any and all releases of Hazardous Substances during performance of the WOCs, which occur as a result of, or are aggravated by, actions of its agents, personnel, or subcontractors. CONTRACTOR shall immediately notify STATE of any release of Hazardous Substances and, as directed by STATE, shall promptly dispose of or otherwise remediate such spills or leaks to the satisfaction of STATE and proper regulatory agencies in a manner that complies with applicable federal, state, and local laws and regulations. Remediation shall be at no cost to STATE.

CONTRACTOR, at all times, shall:

(a) Properly handle, use, and dispose of all Hazardous Substances brought onto the Area(s) of Operations, in accordance with all applicable federal, state, or local statutes, rules, or ordinances;

(b) Be responsible for any spills, releases, discharges, or leaks of (or from)

Hazardous Substances which CONTRACTOR has brought onto the Area(s) of Operations; and

(c) Promptly remediate, without cost to STATE, such spills, releases, discharges, or leaks to the STATE's satisfaction and in compliance with all applicable federal, state, or local statutes, rules or ordinances.

CONTRACTOR shall report all reportable quantity releases of Hazardous Substances and petroleum products to applicable federal, state, and local regulatory and emergency response agencies. Reportable quantities are found in 40 CFR, Part 302, Table 302.4 for Hazardous Substances and in OAR 340-108 for petroleum products.

e. Hazardous Substances Discovered by CONTRACTOR. Unless disposition of Hazardous Substances is specifically made a part of CONTRACTOR’s Operations under this Contract, CONTRACTOR shall immediately notify STATE of any Hazardous Substances which CONTRACTOR discovers or encounters during performance of Operations. CONTRACTOR shall immediately cease operating in any part of the Area of Operations where Hazardous Substances have been discovered or encountered, if continued Operations in such area would present a bona fide risk or danger to the environment or to the health or well being of CONTRACTOR's or any subcontractor's work force.

Unless disposition of Hazardous Substances is specifically made a part of CONTRACTOR’s Operations under this Contract, upon being notified by CONTRACTOR of the presence of Hazardous Substances in the Area of Operations, STATE shall arrange for the proper disposition of such Hazardous Substances.

8. Removal of Equipment and Materials. Within thirty (30) Calendar Days after Contractor completes required Services under applicable WOC or WOC is terminated or expires in accordance with its terms, and as a condition of final acceptance of CONTRACTOR’s Operations, CONTRACTOR shall remove from the Area of Operations and other property owned or controlled by STATE, all equipment, materials, and other property CONTRACTOR has placed or caused to be placed thereon that is not to become the property of STATE.

CONTRACTOR acknowledges and agrees that any such equipment, materials, and other property that is not removed within thirty (30) Calendar Days shall become the property of STATE and may be used or otherwise disposed of by STATE without notice or obligation to CONTRACTOR or to any party to whom CONTRACTOR may transfer title. Nothing in this section shall be construed as relieving CONTRACTOR from an obligation to clean up and to burn, remove, or dispose of debris, waste materials, and such, in accordance with the provisions of this Contract and applicable law. CONTRACTOR shall indemnify STATE for any cost or expense incurred by STATE as a result of CONTRACTOR’s failure to satisfy this obligation.

9. INDEMNIFICATION.

a. General Indemnity. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS

AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS,

LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY NATURE

WHATSOEVER (“CLAIMS”) RESULTING FROM, ARISING OUT OF, OR

RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS,

EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS SERVICE

AGREEMENT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE

GENERALITY OF SECTION 9.A, CONTRACTOR SHALL DEFEND, SAVE, HOLD

HARMLESS AND INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS,

AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS,

ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES,

INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY

CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE

OR INTANGIBLE ITEM DELIVERED UNDER THIS SERVICE AGREEMENT BY

CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY

STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR

AUTHORIZED CONTRACTOR’S REASONABLE USE THEREOF, INFRINGES

ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS,

MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY

THIRD PARTY (“INFRINGEMENT CLAIM”); PROVIDED, THAT STATE SHALL

PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY

INFRINGEMENT CLAIM.

c. CONTROL AND DEFENSE OF SETTLEMENT. STATE SHALL REASONABLY

COOPERATE IN GOOD FAITH, AT CONTRACTOR’S REASONABLE EXPENSE,

IN THE CONTRACTOR’S DEFENSE OF CLAIMS AND INFRINGEMENT CLAIMS,

AND CONTRACTOR SHALL SELECT COUNSEL REASONABLY ACCEPTABLE

TO THE OREGON ATTORNEY GENERAL TO DEFEND SUCH CLAIMS AND

INFRINGEMENT CLAIMS AND SHALL BEAR ALL COSTS OF SUCH COUNSEL.

CONTRACTOR SHALL HAVE CONTROL OF THE DEFENSE AND SETTLEMENT

OF ANY CLAIM THAT IS SUBJECT TO SUBSECTIONS a OR b ABOVE;

HOWEVER, NEITHER CONTRACTOR NOR ANY ATTORNEY ENGAGED BY

CONTRACTOR SHALL DEFEND THE 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 FIRST RECEIVING FROM THE OREGON ATTORNEY

GENERAL, IN A FORM AND MANNER DETERMINED APPROPRIATE BY THE

ATTORNEY GENERAL, AUTHORITY TO ACT AS LEGAL COUNSEL FOR THE

STATE OF OREGON BY ACCEPTING APPOINTMENT AS A SPECIAL

ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180, NOR SHALL

CONTRACTOR SETTLE ANY CLAIM ON BEHALF OF THE STATE OF OREGON

WITHOUT THE PRIOR APPROVAL OF THE ATTORNEY GENERAL. THE STATE

OF OREGON MAY, AT ITS ELECTION AND EXPENSE, ASSUME ITS OWN

DEFENSE AND SETTLEMENT IN THE EVENT THAT THE STATE OF OREGON

DETERMINES THAT CONTRACTOR IS PROHIBITED FROM DEFENDING THE

STATE OF OREGON, OR IS NOT ADEQUATELY DEFENDING THE STATE OF

OREGON’S INTERESTS, OR THAT AN IMPORTANT GOVERNMENTAL

PRINCIPLE IS AT ISSUE AND THE STATE OF OREGON DESIRES TO ASSUME

ITS OWN DEFENSE.

d. ENVIRONMENTAL INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY

AND HOLD HARMLESS THE STATE FROM ANY CLAIMS RESULTING FROM

THE USE, RELEASE OR DISPOSAL OF HAZARDOUS SUBSTANCES

INCLUDING THEIR REMOVAL, ENCAPSULATION, TRANSPORTATION,

HANDLING, AND OTHER DISPOSAL, DURING THE PERFORMANCE OF THIS

CONTRACT, WHETHER OR NOT SUCH USE, RELEASE OR DISPOSAL OCCURS

WITHIN OR OUTSIDE THE PROJECT AREA.

10. Insurance. Contractor shall carry insurance as indicated on Exhibit C – Insurance throughout the term of any WOC.

11. Termination

a. Termination by Mutual Consent. A WOC may be terminated at any time, in whole or in part, by mutual Written consent of the Parties.

b. State's Right to Terminate for Convenience. State may, at its sole discretion, terminate a WOC, in whole or in part, upon thirty (30) Calendar Days prior Written notice to Contractor.

c. State's Right to Terminate for Cause. State may terminate a WOC, in whole or in part, immediately upon Written notice to Contractor or at such later date as State may establish in such notice, upon the occurrence of any of the following events:

(i) State fails to receive appropriations, limitations or other expenditure authority sufficient to allow State, in the exercise of its reasonable administrative discretion, to continue to meet its obligations under this SA or a WOC;

(ii) Federal, state or local laws, regulations or guidelines are modified or interpreted in such a way that either the Services under the WOC are prohibited or State is prohibited from meeting its obligations under this SA or a WOC from the planned funding source;

(iii) Contractor no longer holds any license or certificate that is required to perform the Services; or

(iv) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under any WOC, fails to perform the Services under any WOC within the time specified or any extension thereof, or so fails to perform the Services as to endanger Contractor's performance under the WOC in accordance with its terms, and such breach, default or failure is not cured within fourteen (14) Calendar Days after State's notice to Contractor, or such longer period as State may specify in such notice.

d. Contractor's Right to Terminate for Cause.

(i) Contractor may terminate the WOC by giving written notice to State if State fails to pay Contractor pursuant to the terms of the WOC and if State fails to cure within fourteen (14) Calendar Days after receipt of Contractor's written notice, or such longer period of cure as Contractor may specify in such notice.

(ii) Contractor may terminate the WOC, for reasons other than nonpayment, if State commits any material breach or default of any covenant, warranty, obligation or agreement under the WOC, fails to perform under the WOC within the times specified, or so fails to perform as to endanger Contractor's performance under the

WOC, and such breach, default or failure is not cured within fourteen (14) Calendar Days after Contractor's notice to State, or such longer period as Contractor may specify in such notice.

e. Remedies.

(i) In the event of termination pursuant to Sections 11(a), 11(b), 11(c)(i), 11(c)(ii) or

11(d), Contractor's sole remedy (except as otherwise required by applicable state or federal law) shall be a claim for the sum designated for performing the Services multiplied by the percentage of Services completed and accepted by State (with acceptance by State not to be unreasonably withheld), less previous amounts paid and any claim(s) which state has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor shall pay all excess to State upon demand.

(ii) In the event of termination pursuant to Section 11(c)(iii) or 11(c)(iv), State shall have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under Section 11(c)(iii) or 11(c)(iv), the rights and obligations of the Parties shall be the same as if the WOC was terminated pursuant to Section 11(b).

f. Contractor's Tender Upon Termination; Retained Remedies of State. Upon receiving a notice of termination of the WOC, Contractor shall immediately cease all activities under the WOC, unless State expressly directs otherwise in such notice of termination. Upon termination of the WOC, Contractor shall deliver to State all documents, information, works-in-progress and other property that are or would be deliverables had the WOC been completed. Upon State's request, Contractor shall surrender to anyone State designates, all documents, information, research, works-in-progress, Work Product and other property, that are deliverables or would be deliverables had the WOC been completed, that are in Contractor’s possession or control, and may be needed by State to complete the Services.

12. Records Maintenance; Access. Contractor, and its subcontractors, shall maintain all fiscal records relating to the WOC in accordance with generally accepted accounting principles. In addition, Contractor shall maintain all other records pertinent to the WOC and the Project in such a manner as to clearly document Contractor's performance. Contractor shall permit the State and its duly authorized representatives access to fiscal records and other books, documents, papers, plans and writings of Contractor that are pertinent to the WOC to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following project completion, expiration or termination of the WOC, or until the conclusion of any audit, controversy or litigation arising out of or related to the WOC, whichever date is later.

13. Term of Service Agreement: Unless extended or terminated earlier, the Service Agreement expires three (3) years from the Effective Date. The Parties may extend the term of this Service Agreement, for three (3) additional one-year terms, provided that the total Service Agreement term does not extend beyond December 30, 2032.

a. EXTENSIONS: STATE shall notify Contractor in Writing if STATE intends to extend the Service Agreement ("Renewal Notice") at least thirty (30) Calendar Days prior to the expiration of the then current term. If Contractor consents to the extension, it shall sign and return the Renewal Notice to STATE within the time period specified therein. If the Contractor does not consent, the Service Agreement shall expire according to its terms, unless earlier terminated.

b. ONE MONTH EXTENSION OPTION: Notwithstanding the foregoing, STATE reserves the right in its sole discretion to extend the Service Agreement for a maximum of one (1) calendar month beyond the end of any term. STATE shall notify Contractor in Writing of the one-month extension prior to the expiration of the then current term. Consecutive one-month extensions obtained under this subsection are not allowed.

14. Contractor Performance; Performance Evaluations.

a. Contractor Performance. The consequences of Contractor’s failure to perform the scope of work identified in the WOC or Contractor’s failure to meet established performance standards, may include, but are not limited to:

(i) Reducing or withholding payment;

(ii) Requiring Contractor to perform, at Contractor’s expense, additional work necessary to perform the identified scope of work or meet the established performance standards; or

(iii) Declaring a default, terminating the WOC and seeking damages and other relief available under the terms of the WOC and SA or other applicable law.

b. Performance Evaluations. State may conduct performance evaluation(s) on the selected

Contractor(s) during the SA term and the term of any WOC, which will be compiled and maintained by State, and become a Written record of Contractor's performance, including information gained during an exit interview. State will provide copies of any performance evaluation documentation to the affected Contractor and upon request, to third parties, unless lawfully exempt from disclosure.

15. Compliance with Applicable Law. Contractor shall comply with all federal, state and local statutes, regulations, administrative rules, executive orders, ordinances and other laws applicable to the Services under the WOC, in effect at the time the WOC is executed and as may be amended, revised, enacted or adopted thereafter. Changes in these legal requirements after the execution of the WOC may or may not be the basis for amendments, as provided by section 26 of this SA, to Contractor’s schedule, scope and fee, depending on a reasonable assessment of the nature of the change, the extent to which the change was anticipated by Contractor or the Parties, and other circumstances then existing. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425;

(iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. State’s performance under the WOC is conditioned upon Contractor’s compliance with, and Contractor shall comply with, the obligations intended for contractors under ORS 279B.220, 279B.225, 279B.230, 279B.235, and 279B.270, which are incorporated by reference herein. If conflicts are discovered among federal, state and local statutes, regulations, administrative rules, executive orders, ordinances and other laws applicable to the Services under the WOC, Contractor shall in Writing request State to resolve the conflict. Contractor shall specify if the conflict(s) create a problem for completing Services required under the WOC.

16. Permits, Licenses and Safety. Unless otherwise specified in any WOC, Contractor shall obtain, hold, maintain and fully pay for during the term of the WOC any permits and licenses required by law for Contractor to conduct its business and perform the Services under the WOC.

CONTRACTOR shall take all necessary precautions for the safety of all personnel in the Area(s) of Operations, and shall comply with the Contract and all applicable provisions of federal, state, and municipal safety laws or regulations designed to prevent accidents or injury to persons on, about, or adjacent to the Area(s) of Operations. CONTRACTOR shall erect and properly maintain at all times, as required by the conditions and progress of CONTRACTOR's Operations, all necessary safeguards for protection of workers and the public against any hazards created by the Operations. The STATE's Authorized Representative has no responsibility for safety in the Area(s) of Operations. Safety in the Area(s) of Operations is the sole responsibility of CONTRACTOR.

17. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to the

WOC.

18. Force Majeure. Neither State nor Contractor shall be held responsible for delay or default in the performance of its obligations due to a cause beyond its reasonable control, including, but not limited to, fire, riot, acts of God, terrorist acts or other acts of political sabotage, or war where such cause was beyond the reasonable control of State or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the

WOC.

19. Survival. All rights and obligations shall cease upon termination or expiration of the WOC, except for the rights and obligations set forth in Part III Section 4 and in Part IV Sections 6, 7, 9, 11(e), 11(f), 12, 19, 20, 24, 25 and 28, and all other rights and obligations which by their context are intended to survive termination or expiration of the WOC.

20. Time is of the Essence. Contractor agrees that time is of the essence in Contractor’s performance of its obligations under the WOC.

21. Notice. Except as otherwise expressly provided in the WOC, any communications between the Parties hereto or notices to be given hereunder shall be given in Writing by email, by personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or State at the email address, the delivery address or facsimile number set forth in the WOC, or to such other addresses or numbers as either Party may hereafter indicate in Writing to the other. Any notice or day-to-day communication sent by email shall be deemed received when it is sent. The recipient of any notice sent by email shall reply by email to confirm receipt of such notice. Any communication or notice made by personal delivery shall be deemed to be received when actually delivered. Any communication or notice properly addressed and mailed shall be deemed received five (5) Business Days after the date of mailing. Any communication or notice delivered by facsimile shall be deemed received on the date of the notice of successful transmission generated by the transmitting machine. To be effective, such facsimile transmission must be confirmed by telephone notice to State’s Contract Administrator or Contractor’s representative, as applicable.

22. Severability. The Parties agree that if any term or provision of the WOC is declared by a court of competent jurisdiction to be illegal or in conflict with any law, 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 WOC did not contain the particular term or provision held to be invalid.

23. Counterparts. A WOC may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart. Each copy of a WOC so executed shall constitute an original.

24. Dispute Resolution Process. In the event of a dispute between the Parties regarding any aspect of the SA, the WOC or performance under the WOC, the Parties agree to attempt in good faith to resolve any such dispute through direct communications and negotiations. In the event good faith efforts do not resolve the dispute, the Parties agree to make a good faith effort to determine if mediation might resolve any such dispute. If the Parties determine that mediating the dispute would be productive, the Parties agree to use reasonable efforts to establish an agreement through which such mediation proceeding could take place. In the event such a mediation proceeding takes place, the Parties acknowledge and agree that any mediator or mediators retained to assist the Parties in resolving any dispute will not have the power to issue a binding decision on the Parties, but will merely act to facilitate the process of the Parties’ attempt to resolve the dispute through mutual agreement.

25. Governing Law; Venue; Consent to Jurisdiction. A WOC shall be governed by, construed and enforced in accordance with, the laws of the State of Oregon, without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between State (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to the WOC shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form or defense or immunity, whether based on sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the United States Constitution, or otherwise. CONTRACTOR, BY EXECUTION OF THE WOC, HEREBY

CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

26. Amendments to WOCs.

a. Changes via WOC Amendment. State may amend the WOC to the extent permitted by applicable statutes and administrative rules and as mutually agreed upon by State and Contractor. In accordance with OAR 137-247-0805, State reserves the right to amend the WOC to modify selected terms, conditions, price(s) or services under circumstances related to the following illustrative, although not exhaustive, categories of anticipated amendments:

(a) Amendments to the Statement of Work of the WOC to add or subtract services to or from the Statement of Work;

(b) Amendments to extend the term of the WOC; and

(c) Amendments to payment provisions associated with Amendments (a) or (b) above.

Subject to the requirement that Contractor must submit a detailed cost estimate for all WOC Amendments that Contractor believes include additional costs, State may agree to appropriate increases in compensation payable under the WOC should any State-approved increase occur in the scope, character, schedule or complexity of Services as outlined in the Statement of Work.

Contractor shall not commence any Services authorized under an amendment, and the amendment is not effective, unless it is in Writing signed by the Parties and all approvals required by applicable law have been obtained.

b. Changes via Written Communication. Notwithstanding the foregoing, the following type of amendments to WOCs issued under this SA may be accomplished by Written communication (email and fax acceptable) that document agreement by Contractor and State:

(i) The addition of or change in Contractor’s subcontractors approved by State under the

WOC; and

(ii) Revisions to delivery schedule or WOC expiration date, when such revisions are time-only and do not include changes to scope of work or compensation provided by the

WOC.

State reserves the right to issue requirements for the Written communications, including but not limited to specific language that must be included to document the agreement by Contractor and State.

27. False Claims

a. Contractor understands and acknowledges it is subject to the Oregon False Claims Act (ORS 180.750 to 180.785http://uscode.house.gov/) and to any liabilities or penalties associated with the making of a false claim under that Act. By its execution of the SA and any WOC, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to the SA and any WOC or the Project for which the Services are being performed, including but not limited to…