OregonBuys ITB #S-63500-00015242 Pilcher Timber Sale AttA

Pilcher Timber Sale

ATTACHMENT A – SAMPLE CONTRACT

NOTE TO BIDDERS: DO NOT FILL OUT THIS FORM - THIS AGREEMENT FORM WILL BE SENT TO THE SUCCESSFUL BIDDER (PURCHASER) BY ODFW. THIS SAMPLE CONTRACT WILL BE FILLED IN BY ODFW. THE SUCESSFUL BIDDER WILL THEN COMPLETE AND SIGN THE CONTRACT AND SEND OR OTHERWISEDELIVER IT TO ODFW HEADQUARTERS, CONTRACT SERVICES OFFICE BY MAIL OR A DROP BOX. AFTER ALL REQUIREMENTS ARE MET, THE STATE WILL THEN SIGN THE CONTRACT AND SEND OR OTHERWISEDELIVER A COPY TO THE SUCESSFUL

BIDDER AND ODFW DISTRICT OFFICE.

STATE OF OREGON

DEPARTMENT OF FISH AND WILDLIFE

Oregon Department of Fish and Wildlife 4034 Fairview Industrial Dr. SE

Salem, Oregon 97302

TIMBER SALE CONTRACT

SALE NAME: Pilcher Timber Sale CONTRACT NO: (pending Award) ODFW REGION/WATERSHED: Elkhorn Wildlife Area

Signatures of Contract Parties.

This Contract (the “Contract”) is by and between the STATE OF OREGON, acting by and through the DEPARTMENT OF FISH AND WILDLIFE (“ODFW,” “Agency,” or “State”) and ___________(“Purchaser”) (each a Party and together, “Parties”). The Contract shall be effective as of the latest date signed below and expires on June 30, 2028. The parties do hereby agree as follows:

(1) Signature of ODFW means he or she is a duly Authorized Representative of the ODFW and is authorized by ODFW to make all representations, attestations, and certifications contained in this Contract, including all attachments and exhibits, and to execute this Contract document on behalf of ODFW;

(2) Signature of PURCHASER means he or she is a duly Authorized Representative of the PURCHASER, has been authorized by PURCHASER to make all representations, attestations, and certifications contained in this Contract, including all attachments and exhibits and to execute this Contract on behalf of PURCHASER;

(3) PURCHASER, acting through its Authorized Representative, has read, understands, and agrees to all Contract instructions, specifications, terms, and conditions contained in this Contract, including all attachments and exhibits;

(4) PURCHASER is bound by and shall comply with all requirements, specifications, and terms and conditions contained in this Contract, including all listed attachments and addenda, if any, issued;

(5) PURCHASER shall furnish the designated item(s) and service(s) in accordance with the Contract specifications and requirements (including all attachments and exhibits) and shall comply in all respects with the terms of the resulting Contract upon Award.

Further, any individual signing on behalf of PURCHASER hereby certifies and swears under penalty of perjury: (a) PURCHASER is not subject to backup withholding because (i) PURCHASER is exempt from backup withholding, (ii) PURCHASER has not been notified by the IRS that PURCHASER is subject to backup withholding as a result of a failure to CERTIFICATIONS report all interest or dividends, or (iii) the IRS has notified PURCHASER that PURCHASER is no longer subject to backup withholding; (b) s/he is authorized to act on behalf of PURCHASER, s/he has authority and knowledge regarding PURCHASER’S payment of taxes, and to the best of her/his knowledge, PURCHASER is not in violation of any Oregon tax laws. For the purposes of this certification, “OREGON tax laws” means a state tax imposed by ORS 320.005 to 320.150 and ORS 403.200 to 403.250 and ORS Chapters 118, 314, 316, 317, 318, 321 and 323 and local taxes administered by the Oregon Department of Revenue under ORS 305.620; (c) PURCHASER is an independent contractor as defined in ORS 670.600; and (d) PURCHASER has a policy of preventing sexual harassment, sexual assault, and discrimination against employees who are a member of a protected class that includes, at a minimum, the requirements established by Oregon Laws 2017, Chapter 212, section (2), including: written notice to each employee that clearly prohibits and specifies disciplinary measures for conduct that constitutes sexual harassment, sexual assault, or discrimination against any member of a protected class; a clear process that enables an employee that experiences or witnesses conduct that constitutes sexual harassment, sexual assault, or discrimination against a member of a protected class to report and stop the conduct; a clear process that guides the PURCHASER in responding to a report, resolving the issues identified in the report, and disciplining employees who engaged in proscribed conduct; a regular written procedure for submitting a report that identities the specific individuals to whom an employee may submit the report and the individuals who have responsibility for resolving issues identified in the report; a practice of treating as confidential, to the extent permitted by law, any report that an employee makes; a prohibition against retaliating against an employee who experiences or witnesses, and reports, conduct that constitutes sexual harassment, sexual assault, or discrimination against a member of a protected class; a prohibition against discrimination in providing benefits to an employee or a dependent of the employee based on the employee's membership in a protected class or the membership of the employee's dependent in a protected class; and a prohibition on denying benefits to an employee or a dependent of the employee based solely on the employee's gender identity or the gender identity of the employee's dependent, if the prospective contractor provides health insurance or health care benefits. PURCHASER certifies that it will maintain the policy and practice in force during the entire term of this Agreement; (e) PURCHASER and PURCHASER’S employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at https://www.treasury.gov/ofac/downloads/sdnlist.pdf.; (f) To the best of the undersigned’s knowledge, PURCHASER has not discriminated against and will not discriminate against any disadvantaged business enterprise, minority-owned business, woman-owned business, business that service-disabled veteran owns or emerging small business certified under ORS 200.055 in obtaining any subcontracts;

IN WITNESS WHEREOF, the State of Oregon hereby awards the Contract to the above PURCHASER for the item(s) and service(s) contained in the Contract, including all attachments and exhibits. The Parties have affixed their signatures as of the latest date indicated below.

STATE: PURCHASER:

State of Oregon, acting by and through the (Purchaser Name) (SEAL)

DEPARTMENT OF FISH AND WILDLIFE

By: By:

Ken Loffink, Chief Operating Officer (Signature of Purchaser Authorized Representative)

Date: Printed Name:

Approved for Legal Sufficiency: As its:

Date:

Assistant Attorney General Date:

Matter Number:

https://www.treasury.gov/ofac/downloads/sdnlist.pdf

2023 CONTRACT DIRECTORY

CONTRACT COVER PAGE

Page EXECUTION OF CONTRACT

Signatures of Contract Parties 3-4. Contract Directory

PART I: SALE OF TIMBER

GENERAL

5. Section 1000. General Provisions.

8. Section 1010. Definitions of Terms

8. Section 1020. Sale of Timber

8. Section 1030. Title to Timber

8. Section 1040. Quality and Quantity of Timber

8. Section 1050. Examination of Plans, Exhibits, and Areas of

Operations

COMMENCEMENT AND COMPLETION OF CONTRACT

8. Section 1110. Commencement of Work

9. Section 1120. Completion Date of Contract

9. Section 1130. Pre-Operations Meeting

9. Section 1140. Operations Plan

BONDING AND INSURANCE

9. Section 1210. Performance Bond

10. Section 1220. Claims Against PURCHASER's

Performance Bond

10. Section 1230. Payment Bond

11. Section 1240. Insurance

GENERAL TERMS AND CONDITIONS

12. Section 1310. Authorized Representatives

12. Section 1315. Inspection and Acceptance

12. Section 1320. Assignment of Contract

12. Section 1325. Subcontracting 12-13. Section 1330. Conditions of Areas of Operations

13. Section 1335. Hazardous Substances Discovered by

PURCHASER

13. Section 1340. Hazardous Substances Generated /

Aggravated by PURCHASER

13. Section 1350. Environmental Indemnification

13. Section 1355. General Indemnification

14. Section 1360. Severability

14. Section 1365. Waiver

14. Section 1370. Choice of Law and Venue

14. Section 1375. Notices

14. Section 1380. Entire Agreement; No Modification

OWNERSHIP OF MATERIALS AND IMPROVEMENTS

14. Section 1410. Materials from State Property

14. Section 1420. Materials and Improvements 14-15. Section 1430. Removal of Equipment and Materials

CONTRACT CHANGES:

EXTENSIONS, MODIFICATIONS, SUSPENSIONS,

CANCELLATIONS, DELAYS, AND DEFAULT

15 Section 1510. Causes Beyond Control

15. Section 1520. Cooperation with Species Protection Efforts

16. Section 1530. Extension of Time 16-17. Section 1540. Contract Modifications

17-18. Section 1550. Adjustment of Contract

18. Section 1560. Violations; Default; Remedies 18-19. Section 1570. STATE's Right to Suspend Operations

20. Section 1580. Trespass

COMPLIANCE WITH LAWS AND REGULATIONS

20. Section 1610. Permits; Licenses; Safety

20. Section 1620. Workers' Compensation Insurance

20. Section 1630. Threatened and Endangered Species

20. Section 1640. Identification and Protection of Cultural

Resources

20. Section 1650. Protection of Soil, Air, and Water Resources

20. Section 1660. Tax Liability

20. Section 1670. Compliance with Tax Laws 20-21. Section 1680 Non-Discrimination

21. Section 1690 Pay Equity Compliance

PAYMENTS

21-22. Section 1740. Log Prices

22. Section 1751. Payment Schedule

23. Section 1760. Payments and Interest

23. Section 1761. State of Oregon Payment Obligations

PART II: SPECIFICATIONS

ACCOUNTABILITY

24. Section 2015. Log Accountability and Log Load Receipts -

Sawlogs

24-25. Section 2016. Log Accountability and Log Load Receipts - Pulp Logs

25-26. Section 2020. Log Measurement - Sawlogs

26. Section 2021. Log Measurement – Pulp Logs

27. Section 2030. Log Branding and Painting - Sawlogs

27. Section 2031. Log Branding – Pulp Logs

27. Section 2035. Hauling and Operating Time Restrictions

27-28. Section 2045. Log Removal

28. Section 2050. Route of Haul

28. Section 2055. Utilization Scale

28. Section 2060. Special Products

ACCESS AND ROAD MAINTENANCE

28. Section 2120. Access

28-30. Section 2130. Road Maintenance

TIMBER SALE AREA

30-31. Section 2210. Designated Timber

31. Section 2220. Reserved Timber

31. Section 2230. Reserved Timber –Downed Material

31. Section 2240. Reserved Timber - Trees and Snags

31. Section 2250. Reserved Timber - Boundary Trees 31-32. Section 2260. Reserved Timber – Damages

HARVESTING OPERATIONS

33-34. Section 2310. Felling

34. Section 2345. Substitution of Trees 34-35. Section 2355. Ground-Based Operations

35. Section 2360. Non-Project Roads and Landings

35. Section 2365. Progressive Operations

PROTECTION DURING OPERATIONS

36. Section 2415. Protection of Watershed

36. Section 2416. Protection from Invasive Plants and Noxious Weeds

36. Section 2420. Protection of Utility Lines

36. Section 2430. Protection of Markings and Monuments

36. Section 2435. Protection of Cultural Resources

37. Section 2440. Warning Signs

37. Section 2455. Seasonal Restrictions

37. Section 2460. Repair of Injury or Damage

37. Section 2465. Inspection and Acceptance

PROTECTION FROM FIRE

37. Section 2510. Precautions Against Fire

37 Section 2520. Efforts on Fire

37. Section 2530. Indemnification

38. Section 2540. Fire Equipment

38. Section 2550. Fire Trails

38. Section 2555 STATE to Assume Additional Fire Hazard Obligations

38. Section 2560. Slash Disposal

PROJECTS

38-39. Section 2610. Project Work

39. Section 2620. Completion of Projects

40. Section 2630. Credit for Project Work

PART III: EXHIBITS

42- 44. TIMBER SALE MAPS (3) (EXHIBIT A):

EXHIBIT A-1 Figure 1: PILCHER VICINITY MAP, EXHIBIT A-2 Figure 2: PILCHER UNIT MAP, EXHIBIT A-3 Figure 3: EAGLE NEST/FEED SITE.

45-47. OPERATIONS PLAN (EXHIBIT B)

48-51. SCALING/PROCESSING INSTRUCTIONS SAWMILL

GRADE/PULP (EXHIBIT C)

52. FOREST ROAD SPECIFICATIONS (EXHIBIT D)

53-54 CULVERT SPECIFICATIONS (EXHIBIT E)

55 WATERBAR SPECIFICATIONS (EXHIBIT F)

56. WATERSHED REGULATIONS (EXHIBIT G)

57 AFFIDAVIT OF COMPLIANCE WITH TAX LAWS

(EXHIBIT H)

63. ADMINISTRATIVE SUMMARY (EXHIBIT I)

PART I: SALE OF TIMBER

GENERAL

Section 1000. General Provisions.

The purpose of this Contract is to establish the terms and conditions for a harvest of timber on 253 acres of Oregon Department of Fish and Wildlife-administered lands in T 6S, R38E sections 17, 19, 20 of Elkhorn Wildlife Area (Exhibit A-1, A-2, A-3 to the Sample Contract). Elevation ranges from 4,100 feet to 4,200 feet within the project site in Union County, Oregon.

The Timber Sale Area will be accessed through STATE lands off Tucker Flat Road, Northeast of North Powder, Oregon. The road access to the Timber Sale Area will be partially on existing road system within Elkhorn Wildlife Area, but main access will be off Tucker Flat Road near ODFW North Powder field office and will be partially on roads constructed by Successful Bidder as part of the Project Work in thisContract.

PURCHASER will complete Project Work, as defined herein, and complete the timber harvest of Designated Timber (“Timber Harvest”), which together constitute Operations. This Contract lays out the scope of work for such Operations, PURCHASER’S duties, and expectations for Contractor’s performance.

Purchaser is required to meet the highest standards prevalent in the industry or business most closely involved in providing the services covered under this Contract.

(a) This Contract is authorized by ORS 496.146.

(b) PURCHASER represents and warrants to STATE that:

PURCHASER has the power and authority to enter into and perform this Contract;

This Contract, when executed and delivered, is a valid and binding obligation of PURCHASER enforceable in accordance with its terms.

PURCHASER shall, at all times during the term of this PURCHASER, be qualified, professionally competent, and duly licensed to perform the Operations.

PURCHASER prepared its Bid related to this Contract, if any, independently from all other Bidders, and without collusion, fraud, or other dishonesty.

PURCHASER (to the best of PURCHASER’S knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

Any tax provisions imposed by a political subdivision of this state that applied to PURCHASER, to PURCHASER’S property, operations, receipts, or income, or to PURCHASER’S performance of or compensation for any work performed by PURCHASER; and

Any tax provisions imposed by a political subdivision of this State that applied to PURCHASER, or to goods, services, or property, whether tangible or intangible, provided by PURCHASER;

Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

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

PURCHASER has the skill and knowledge possessed by well-informed members of its industry, trade or profession and PURCHASER shall apply that skill and knowledge with care and diligence to perform the Operations in a professional manner and in accordance with the highest standards prevalent in PURCHASER’S industry, trade, or profession.

The Operations will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract.

Except as otherwise provided in this Contract. PURCHASER shall transfer all property required to be delivered to STATE free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind.

PURCHASER’S performance of the Operations under this Contract creates no potential or actual conflict of interest as defined by ORS chapter 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which PURCHASER currently performs work would prohibit PURCHASER from performing the Operations under this Contract.

The warranties set forth in Section are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

(c) PURCHASER shall be in default under this Contract upon the occurrence of any of the following events:

PURCHASER fails to perform, observe, or discharge any of its covenants, agreements, or obligations under this Contract;

Any representation, warranty, or statement made by PURCHASER in this Contract or in any documents or reports relied upon by STATE to measure the delivery of Services, the expenditure of funds, or the performance by PURCHASER is untrue in any material respect when made;

PURCHASER: (a) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property; (b) admits in writing its inability, or is generally unable, to pay its debts as they become due;

(c) makes a general assignment for the benefit of its creditors; (d) is adjudicated a bankrupt or insolvent; (e) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect); (f) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (g) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code; or (h) takes any action for the purpose of effecting any of the foregoing;

A proceeding or case is commenced, without the application or consent of PURCHASER, in any court of competent jurisdiction, seeking: (a) the liquidation, dissolution or winding-up, or the composition or readjustment of debts of PURCHASER; (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of PURCHASER or of all or any substantial part of its assets;

or (c) similar relief in respect to PURCHASER under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving, or ordering any of the foregoing is entered and continues unstayed and in effect for a period of 60consecutive days, or an order for relief against PURCHASER is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect); or

PURCHASER fails to maintain a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class that meets the requirements established by Oregon Laws 2017, Chapter 212, Section (2). PURCHASER agrees that it will maintain this policy and practice for the duration of the Agreement and that it will certify to the existence and maintenance of this policy and practice. PURCHASER recognizes that this is a material term of this Contract.

In the event In the event PURCHASER is in default, STATE may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to: (a) termination of this Contract; (b) reducing or withholding payment for Operations that PURCHASER has failed to provide or has performed inadequately or defectively; (c) requiring PURCHASER to perform, at PURCHASER’S expense, additional Operations necessary to satisfy its performance obligations or meet performance standards under this Contract; (d) initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or (e) exercise of its right of recovery of overpayments under of this Contract or setoff, or both.

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

(d) STATE will be in default under this Contract if STATE fails to perform, observe, or discharge any of its covenants, agreements, or obligations under this Contract.

In the event STATE is in default, PURCHASER’S sole monetary remedy will be payment for Operations (either Operations) performed at the stated rate, or a percentage thereof.

PURCHASER’S Remedies: In the event ODFW terminates the Contract for convenience, or in the event ODFW is in default under Section and whether or not Purchaser elects to exercise its right Timber Harvest Operations performed at the stated rate, or a percentage thereof.

ATTORNEYS' FEES: With the exception of defense costs and expenses, neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Contract.

(e) If payments to PURCHASER under this CONTRACT, or any other agreement between STATE and PURCHASER, exceed the amount to which PURCHASER is entitled, State may, after notifying PURCHASER in writing, withhold from payments due PURCHASER under this Contract, such amounts, over such periods of time, as are necessary to recover the amount of the overpayment.

(f) The Parties agree that if any term or provision of this Contract 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 will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

(g) This Contract may be terminated at any time by mutual written consent of the Parties.

STATE may terminate this Contract as follows:

Immediately upon written notice to PURCHASER, if STATE fails to receive funding, or appropriations, limitations, or other expenditure authority at levels sufficient in STATE’S reasonable administrative discretion, to perform its obligations under this Contract;

Immediately upon written notice to PURCHASER, if federal or state laws, rules, regulations, or guidelines are modified or interpreted in such a way that STATE’S performance under this Contract is prohibited or STATE is prohibited from paying for its obligations under the agreement from the planned funding source;

As otherwise expressly provided in this Contract.

Upon receiving a notice of termination of this Agreement, PURCHASER shall immediately cease all activities under this PURCHASER, unless STATE expressly directs otherwise in such notice.

(h) This Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement, notwithstanding that all parties are not signatories to the same counterpart. Each copy of the Contract so executed constitutes an original.

(i) The Parties agree and acknowledge that their relationship is that of independent contracting parties and that PURCHASER is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise.

(j) STATE and PURCHASER are the only parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Agreement provides, is intended to provide, or may be construed to provide any direct or indirect benefit or right to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of this Contract.

(k) PURCHASER shall maintain all financial records relating to this Contract in accordance with generally accepted accounting principles. In addition, PURCHASER shall maintain any other records, books, documents, papers, plans, records of shipments, and payments and writings of PURCHASER, whether in paper, electronic or other form, that are pertinent to this Contract in such a manner as to clearly document PURCHASER’S performance. All financial records, other records, books, documents, papers, plans, records of shipments, payments, and writings of PURCHASER, whether in paper, electronic or other form, that are pertinent to this Contract, are collectively referred to as Records. PURCHASER acknowledges and agrees that STATE and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to all Records to perform examinations and audits and make excerpts and transcripts. PURCHASER shall retain and keep accessible all Records for a minimum of six years, or such longer period as may be required by applicable law, following termination of this Contract, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever date is later. Subject to foregoing minimum records retention requirement, PURCHASER shall maintain Records in accordance with the records retention schedules set forth in OAR Chapter 166.

(l) The headings and captions to Sections of this Contract have been inserted for identification and reference purposes only and may not be used to construe the meaning or to interpret this Contract.

(m) This Contract consists of the following documents, which are listed in descending order of precedence: this Contract less all exhibits, and attached Exhibit A through H, the ITB, and PURCHASER’S Bid, all attached hereto and incorporated herein by this reference.

(n) PURCHASER is responsible for all federal or state taxes applicable to compensation or payments, if any, paid to PURCHASER under this PURCHASER and, unless required by applicable law, STATE will not withhold from such compensation or payments any amount to cover PURCHASER’S federal or state tax obligations. PURCHASER is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments, if any, paid to PURCHASER under this Contract, except as a self employed individual.

(o) PURCHASER shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Contract and the performance of the Operations. Without limiting the generality of the foregoing, PURCHASER expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act portion of the American Recovery and Reinvestment Act of 2009 (ARRA), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and (xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. STATE’S performance under the Contract is conditioned upon PURCHASER’S compliance with the provisions of ORS 279B.020, ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270, ORS 279B.275, ORS 279B.280, as applicable, which are incorporated by reference herein.

PURCHASER shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

(p) PURCHASER acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by PURCHASER pertaining to this Contract, including the procurement process relating to this Contract, that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, PURCHASER certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, PURCHASER further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against PURCHASER. PURCHASER understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the STATE under this Contract or any other provision of law.

Section 1010. Definitions of Terms.

Capitalized terms in the Contract have the meaning set forth below.

Anchor Stump – a stump used to tie off or wrap a cable or line to firmly secure it.

Archaeological or Historical Resource – those sites, buildings, structures, and artifacts, which possess material evidence of human life and culture of prehistoric and historic past.

Areas of Operations – the locations where PURCHASER performs the Operations described in the Contract. Each Area of Operation has specific operating requirements. The Area of Operations includes, but is not limited to, the Timber Sale Area and the Project Location.

At Price Above – material will be charged at the highest rate for that species.

Authorized Representative – a representative of the PURCHASER authorized to receive any notice or instructions from STATE on behalf of PURCHASER and to take any action required in regard to performance of PURCHASER under this Contract or a representative of STATE authorized to receive any information or take any action required in regard to performance of STATE under this Contract.

Basal Area – a measure of the cross-sectional area of a Tree Bole, in square feet, measured 4½ feet above the ground on the uphill side of the tree.

Bidder – is a person, business, corporation, or other entity recognized by the STATE that submits a Bid to enter into a contract with the STATE to purchase forest products, and that certifies that the timber will be harvested.

Bunk – a bed for logs with a pair of stakes at each end.

Contract – this agreement between the parties, including but not limited to the Invitation to Bid, the accepted Bid, and this Timber Sale Contract, including all attachments and exhibits.

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

DBH (Diameter at Breast Height) – the diameter of a standing tree inclusive of the bark measured 4½ feet above the ground on the uphill side of the tree.

Designated Timber – This is timber that shall be harvested under this Contract. It includes both all unmarked timber greater than 5” dbh and all timber that is blue marked so long as the unmarked or blue marked timber is located on the 253 acre Timber Sale Area on ODFW administered lands in T 6Sm R38E sections 17,19,20 of Elkhorn Wildlife Area and so long as such timber is not otherwise excluded from harvest under this Contract.

DIB (Diameter Inside Bark) – means the diameter of the small end of log, not including the bark.

Down Timber – timber that is down as of the date of this Contract, as determined by STATE.

Down Wood – trees and logs on the ground.

Fire Season – the time period during which the State Forester has declared that conditions of fire hazard exist in a forest protection district or any part thereof. The State Forester designates for each district or any part thereof the date of the beginning of a Fire Season for that year. The Fire Season continues for each district or part thereof until ended by order of the State Forester when conditions of fire hazard no longer exist in that district or part thereof.

Green Tree Retention - the practice of leaving live, growing trees on a site during timber harvest as a future source of Snags, old growth trees, large diameter wood, and native seed.

Group Selection Area (GSA) – an area within the Timber Sale Area that has a unique prescription as described in this Contract.

Group Selection Areas are less than five acres in most circumstances and are usually marked on the ground with boundary signs. Prescription trees are marked with paint within the Group Selection Area.

Guy Stump – a stump used to tie off or wrap a cable or line to firmly secure it.

Guy line – a cable or rope attached to something to brace, steady, or guide it.

Hazardous Substances – 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 – a permanent addition or change to real property, such as a road, structure, or utility, which increases the value of the property.

ITB – the Initiation to Bid that served as the solicitation document released by STATE to invite Bids. The successful Bidder under the ITB became the Purchaser under this Contract.

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

Live Crown Ratio – the length of a Tree Bole supporting the growth of live branches compared to total tree height, expressed as a percentage.

Live Stream – a stream with water flowing through it.

Log Load Receipt Book – a book issued by the STATE used for log load accountability. In each book there are sequentially numbered multipart pages (tickets). Each page is a four-part form. Each of the four parts, on each page, has the same identifying number. The four parts are:

Woods Receipt Turned in to ODFW representative where the timber sale is.

Trucker Receipt Retained by the log truck driver.

Load Receipt Stapled to the log load on the truck before the truck leaves the Timber Sale Area Landing. Stays with the log load until the load is dispersed and processed at the mill.

Scaler Receipt Stapled to the log load on the truck before the truck leaves the Timber Sale Area Landing. When the load is scaled (measured) the Scaler Receipt is transferred to the Scaling Bureau's printout of the log breakdown of the load. This log breakdown (which shows number of logs, species of logs, grades of logs, and board foot volume), along with the Scaler Receipt is sent to Oregon Department of Forestry (ODF), Attn: Sarah Andersen, 802 W. Highway 82, Wallowa, OR, 97885.

Low Relative Density – an area of heavy thinning where the Relative Density of the residual stand is less than 15.

Major Catastrophes – windstorms, floods, fire, landslides, or other acts of God, which are unanticipated and beyond the control of PURCHASER and in no way connected with negligent acts or omissions of PURCHASER, its officers, employees, assignees, agents, or subcontractors.

MBF – thousand board feet.

ODFW – the Oregon Department of Fish and Wildlife, or a duly Authorized Representative thereof.

Operations – all the activities conducted by PURCHASER under this Contract, including Project Work and Timber Harvest Operations, and any other work necessary to successfully complete any individual item or the entire Contract.

Operations Plan – the Written Plan prepared by Purchaser.

Patchcut – a small clearcut area; 0.5 to 2 acres in size.

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

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

Project Location – the points or areas designated as such on Exhibit C and located on the ground by reference to points, stations, natural land features, Improvements, or area boundary signs in East Region / Grande Ronde Watershed, Elkhorn Wildlife Area. This the location(s) where the Project Work will occur.

Project Work – work required of the PURCHASER in addition to normal log removal and hauling activities. The PURCHASER is usually compensated for Project Work with Project Work credits. 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.

Protected Genetic Parent Tree – a seed tree selected for its desirable characteristics that is designated not to be cut or harmed.

Pulp – any log that does not meet the minimum requirements for removal in Section 2045, Log Removal.

Purchase Price –the price per MBF listed in Section 1740, "Log Prices" for each species sold on a recovery basis. If species is not listed in Section 1740, "Log Prices," the highest price listed in Section 1740, "Log Prices," shall apply.

For bid species sold on a lump sum basis, the Purchase Price for each species shall be determined by using STATE’s unamortized timber appraisal value, multiplied by the bid-up factor. Bid-up factor shall be calculated by ODFW using the following calculation: Bid value all species/appraised value all species = bid-up factor.

For no-bid species sold on era lump sum basis, the Purchase Price for each species shall be determined by using STATE’s unamortized timber appraisal value.

PURCHASER's Authorized Representatives - the representatives authorized by PURCHASER to receive any notice or instructions from STATE on behalf of PURCHASER and to take any action required in regard to performance of PURCHASER under the Contract. PURCHASER's Authorized Representatives are identified in the Operations Plan.

PURCHASER's Deposit Account – an account where PURCHASER’S timber sale payments are deposited. This is an account set up by the State of Oregon to accept regular and advance timber sale payments from the PURCHASER. Advance payments are defined in the Payment Schedule section of the Contract.

Relative Density – a measure of the degree of closeness of trees growing side by side in a stand, in relationship with their size. The measure is expressed as a ratio of actual stand density to the maximum stand density attainable in a stand with the same mean tree volume. Relative Density is calculated by dividing the residual Basal Area by the square root of the average residual stand DBH.

Reserved Timber – This is timber that may not be harvested under this Agreement. It includes all timber that is 5” dbh and less that is unmarked and all timber that is orange marked and all other timber that is excluded from Harvest under this Agreement.

Residual Tree – green tree left standing on an Area of Operation.

Right-of-Way Timber – trees harvested from a strip of land to enable a road to be constructed.

Setting – the area of a logging operation from which logs are yarded to a single Landing.

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

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

Stand Density Index – a measure of the degree of closeness of trees growing side by side in a stand, in relationship with their size. Stand Density Index (SDI) is calculated by dividing the average stand diameter by 10 taken to the 1.605 power, multiplied by the average trees per acre (TPA), and divided by the maximum SDI of that species. SDI = TPA x (Diameter/10)1.605

STATE – the Oregon Department of Fish and Wildlife, or a duly Authorized Representative of the ODFW.

Stream Buffer – designated areas adjacent to a stream where timber is left uncut, or there are other special management or operational requirements. Stream Buffer may be marked in the field.

SUB – sub merchantable materials. SUB, as used by STATE, references that material containing at least 10 board feet (net) but less than the lower merchantable net volume limit or grade requirements for other merchantable material, as defined in Section 2045, “Log Removal.”

Subcontract – an assignment of responsibility for work required under the Contract to a party other than the PURCHASER.

SUM – lump sum material.

Tail block – a pulley that is attached to an Anchor Stump, Guy Stump, and Tail hold Stump, tree, or other sturdy object, through which a cable is passed and used to return the mainline and chokers to the cutting area from the Landing.

Tail hold – a stump, tree, or other sturdy object to which a Tail block, cable, or line is attached.

Tail hold Stump – a stump used to tie off or wrap a cable or line to firmly secure it.

Timber Harvesting Operations – any and all activities conducted by the PURCHASER under this Contract to remove logs from the Timber Sale Area. These activities can include, but are not limited to, felling, bucking, Yarding, loading, and hauling.

Timber Sale Area – the area or areas designated as such on Exhibit A-1, A-2, and A-3 and located on the ground by reference to legal subdivisions, monuments, natural land features, Improvements, or sale boundary signs. It is the entire area encompassing the material that is required to be harvested.

Timber Sale Unit – a sub-area within an Area of Operation and the Timber Sale Area. A Timber Sale Unit usually has more operational requirements, in addition to the operational requirements of the Area of Operation.

Total Purchase Price – for sales with species sold on a recovery basis or a combination recovery basis and lump sum, Total Purchase Price is the sum of each recovery basis species’ volume multiplied by the price per MBF listed in Section 1740, “Log Prices,” and each lump sum basis species’ lump sum price.

For sales with all species sold on a lump sum basis, Total Purchase Price is the total Bid price submitted in response to the

ITB.

TPSO (Third-Party Scaling Organization) – a scaling organization not affiliated with either the PURCHASER or STATE.

Tree Bole – the trunk of a tree.

Unsurfaced Road – A road in which the running surface consists of the same materials as the surrounding native soils. Unsurfaced roads may also include those roads that have had some minimal surfacing added but are inadequate for use during wet weather as determined by ODFW.

Utilization Scale – scaling of logs to account for merchantable material that has been lost due to logs not removed from the harvest area, or from improper logging practices that resulted in breakage or wastage to otherwise merchantable logs.

Written Plan – a operations plan that describes how an operation will be conducted, including the means to protect resource sites described in ORS 527.710(3)(a) (relating to the collection and analysis of resource site inventories), if applicable. This document provides information about how PURCHASER will notify STATE of the plans and schedule for completing the Operations described in the Contract. It also contains the names of the subcontractors, PURCHASER's Authorized Representatives, and STATE's Authorized Representatives.

Yarding – the process of conveying logs from the cutting area to the Landing.

YUM (Yarding Un-merchantable Material) – to yard logging residue to a Landing or other specified location.

Section 1020. Sale of Timber. Under the terms and conditions of this Contract, STATE sells to PURCHASER, and PURCHASER agrees to buy from STATE, that ODFW timber designated and described in Section 2210, "Designated Timber," which for all purposes of this Contract is “Designated Timber.” The location of Designated Timber is shown on Exhibit A-C.

PURCHASER shall pay STATE the Purchase Price for Designated Timber set forth in Section 1740, "Log Prices." The Purchase Price shall be paid to STATE in accordance with the payment schedule in Section 1751, "Payment Schedule."

Section 1030. Title to Timber. During the period of this Contract, and any extension, PURCHASER shall have the obligation to cut and remove the Designated Timber in the Timber Sales Area in compliance with all terms and conditions of this Contract.

The ownership of and title to the Designated Timber shall pass to PURCHASER after the Designated Timber is paid for following removal from the Timber Sale Area. Any right or obligation of PURCHASER to cut and remove the Designated Timber shall expire and end at the time this Contract, or any extension, terminates, or when the Contract is terminated, whichever is earlier. All rights and interests of PURCHASER in and to Reserved Timber and logs remaining on the Timber Sale Area shall, at that time, remain with the STATE, without compensation to PURCHASER.

Section 1040. Quality and Quantity of Timber. STATE makes no guarantee or warranty to PURCHASER as to the quality or quantity of the Designated Timber. PURCHASER shall be liable to STATE for the Purchase Price set forth in Section 1710, "Purchase Price," or Section 1740, "Log Prices," even if the quantity or quality of Designated Timber actually cut, removed, or designated for taking is more or less than that estimated by STATE to be available for harvesting on the Timber Sale Area.

Further, STATE makes no representation, warranty, or guarantee of the accuracy of any information either provided by STATE or made available by STATE under the Public Records Law with respect to this Contract or through the solicitation process.

PURCHASER agrees to bear exclusive responsibility for, and to accept all risks associated with, the actual conditions on the Areas of Operations and PURCHASER's computation of its Bid for this Contract.

Section 1050. Examination of Plans, Exhibits, and Areas of Operations. PURCHASER acknowledges and agrees that, before submitting a Bid, PURCHASER: (i) made a careful examination of the terms and conditions of the Contract; (ii) become fully informed as to the quality and quantity of materials and the character of the Operations required; and (iii) made a careful examination of the Areas of Operations and the location and conditions of the Operations, including the sources of supply for materials. STATE will in no case be responsible for any loss or for any unanticipated costs or other difficulties that may be suffered by PURCHASER as a result of PURCHASER's failure to acquire full information in advance in regard to all conditions pertaining to the Area of Operations.

COMMENCEMENT AND COMPLETION OF CONTRACT

Section 1110. Commencement of Project Work and Timber Harvest Operations. PURCHASER shall not commence Project Work or Timber Harvest Operations under the Contract until STATE provides written notification to PURCHASER that STATE has received and accepted the following:

(a) The performance bond required under Section 1210, "Performance Bond";

(b) The payment bond required under Section 1230, "Payment Bond";

(c) The certificate of insurance required under Section 1240 subpart (i), "Insurance";

(d) The first payment on the Contract specified in Section 1751, 1752, or 1753, "Payment Schedule"; and

(e) A fully executed original of the Contract.

Further, PURCHASER shall not commence Project Work or Timber Harvest Operations under the Contract until PURCHASER has attended the Pre-Operations Meeting and STATE has approved the Operations Plan as specified in Section 1140, “Operations Plan.”

Section 1120. Completion Date of Contract. Time is of the essence in Parties’ performance of their duties under this Contract. PURCHASER shall coordinate with ODFW and begin Timber Harvest Operations within 15 days following acceptance of the Operation Plan. If PURCHASER believes weather does not permit commencement of Timber Harvest Operations within that time frame, PURCHASER may request that ODFW approve, in writing, a delayed start date for Timber Harvest Operations. If ODFW grants this request in writing, the start day will be delayed as allowed by ODFW. Purchaser shall complete and fully perform all Operations under this Contract no later than June 30, 2028, unless the term of the Contract is extended in accordance with Section 1530, "Extension of Time." PURCHASER may be required to perform uncompleted Operations at a time later than stated above or in Section 1530, "Extension of Time." STATE shall notify PURCHASER in writing of these obligations and their required completion date. Upon completion of all Operations, PURCHASER shall notify

STATE as required under Section 1315, "Inspection and Acceptance." The Contract will not be complete until STATE has inspected and accepted PURCHASER's performance as specified in Section 1315, "Inspection and Acceptance."

Section 1130. Pre-Operations Meeting. PURCHASER shall meet with STATE prior to STATE approval of the Operations Plan required by Section 1140, “Operations Plan,” and prior to commencement of Operations, to discuss Contract matters, including compliance with the federal and state Endangered Species Act (collectively, ESA), protection of Operation Area resources, and to identify key issues to be addressed in the Operations Plan.

Section 1140. Operations Plan. PURCHASER shall prepare an Operations Plan within 15 days of the STATE’S acceptance of PURCHASERS Bid, for all Operations to be conducted under this Contract, and shall submit the plan to STATE at least 15 calendar days prior to commencement of any Operations.