ATTACHMENT 3 Sample Contract Final.docx

DOCX document 60 KB Posted Feb 18, 2025

Attached to: The Dalles Watershed Fuels Reduction
Solicitation number: S-62900-00012801
Issued by: Wasco County, Oregon

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Written by GovTribe AI · Mar 5, 2025

This is a sample contract form from the State of Oregon Department of Forestry for fuels reduction services in The Dalles Watershed. The contract involves mastication services across six units totaling 244 acres, with work scheduled to begin April 1, 2025 and complete by July 1, 2028. The contractor must provide at least one boom-mounted masticator capable of reaching 25 feet and climbing 30% slopes, with specifications for mastication including treating trees up to 8 inches in diameter for conifers and 6 inches for oaks, maintaining 20-30 foot spacing between leave trees, and grinding material to 12 inches or less.

The contract allows for up to 25% increase or decrease in total acreage without changing the per-acre compensation rate. Payment will be made only for completed and certified acres, with no reimbursement for travel time, expenses, move-in/move-out costs, or demobilization. The contractor must maintain various insurance coverage including $1 million per occurrence in commercial general liability and automobile liability coverage, with $2 million aggregate limits. The contractor must also possess a valid Forest Labor Contractor License from Oregon's Bureau of Labor and Industries.

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RFQ 12801 Tab_Sheet_2025.xlsx	XLSX spreadsheet	Feb 18, 2025
TD Watershed Operating Guidelines 02062025~1.rtf	RTF text file	Feb 18, 2025
ATTACHMENT 2 Pricing Submittal Form~1.docx	DOCX document	Feb 18, 2025
25 Roadside Mastication Map~1.pdf	PDF	Feb 18, 2025
Skyline Ridge Units Map.pdf	PDF	Feb 18, 2025
Intent to Award S-62800-00012802 Information Technology Support Svcs.pdf	PDF	Feb 18, 2025
ATTACHMENT 1 Bidders Authorized Representative Form~1.docx	DOCX document	Feb 18, 2025

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RFQ S-62900-00012801

Attachment 3 Sample Contract

STATE OF OREGON

CONTRACT FOR THE

PURCHASE OF SERVICES

Contract#

The Dalles Watershed Fuels Reduction

This Contract is between the State of Oregon (“State”) acting by and through the Oregon Department of Forestry ("Agency"), and ("Contractor"). Agency and Contractor shall collectively be referred to as the “Parties.” This Contract is effective on the date it has been signed by all Parties and all required State of Oregon approvals have been obtained. This Contract expires on 07/01/2028.

NOW, THEREFORE, in consideration of the foregoing recitals and subject to the covenants, terms, and conditions set forth below, the Parties agree as follows:

1. STATEMENT OF SERVICES.

A. GENERAL INFORMATION. The purpose of this Contract is to establish a Contract to furnish all equipment and labor to perform mastication Services for ODF on the Dalles Watershed. The Contractor will begin this contract on April 01, 2025.

B. REQUIRED SERVICES, DELIVERABLES, DELIVERY SCHEDULE, ACCEPTANCE CRITERIA AND PROCESS. Contractor shall perform all Services as set forth in the Statement of Work (the “Services”) attached hereto as Exhibit A. Contractor shall perform the Services in accordance with the terms and conditions of the Contract.

C.	SPECIAL REQUIREMENTS. See section 7 below, Special Contract Terms and Conditions.
2.	COMPENSATION.
A.	METHOD OF AND BASIS FOR PAYMENT FOR SERVICES.

Agency agrees to pay the Contractor the amounts specified in Exhibit B (“Compensation”) for Work certified as acceptable in accordance with Sections 7.17 and 7.19 and the Exhibit A (Statement of Work).

B. EXPENSE REIMBURSEMENT.

Agency will not reimburse Contractor for any expenses under this Contract. Travel time and expenses to and from job site will not be paid. No move-in, move-out, or demobilization costs will be paid. Payment will be made only for acres accomplished on the job site.

C.	GENERAL PAYMENT PROVISIONS.
i.	Agency’s Payment. Agency shall pay Contractor for Services performed and accepted by Agency at the rates and prices specified in Exhibit B of this Contract. Contractor shall look solely to Agency for payment of all amounts Agency owes to Contractor. Contractor shall not be compensated by any agency or department of State other than the Agency for Services performed.

ii.	If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor shall, upon execution of this Contract, deliver to Agency a completed and signed W-8 form, 8233 form, or W-9 form, as applicable, from the Internal Revenue Service (“IRS”), as evidence that Agency is not required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently available at http://www.irs.gov. Agency may withhold payments to Contractor pending Agency's receipt from Contractor of the applicable, completed and signed form. If Agency does not receive the applicable, completed and signed form from Contractor, or if the IRS provides notice to Agency that Contractor's information on the form provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract.
iii.	Available Funding; Payments: The State of Oregon’s payment obligations under this Contract are contingent upon Agency’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under the Contract. Nothing in this 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. Contractor shall not be compensated for Services performed under the Contract by any other State agency or department other than Agency for Services performed. Agency will only pay for completed Services that have been accepted by Agency.
D.	INVOICES.
i.	Contractor shall send invoices to Agency no more often than monthly for Services completed and accepted by Agency in accordance with Exhibit A of this Contract and Section 7.19 of this Contract. Contractor shall include in each invoice:

a. The Solicitation number if any, the Contract number if any;

b. A detailed description of Services performed, including the name or names of the individuals who performed Services and prepared the deliverables to which the invoice applies, the dates Services were performed, all deliverables delivered during the period of the invoices, the rate or rates for Services performed, and the total cost of Services; and

c. The total amount due and the payment address. ALL BILLINGS/INVOICES SHALL BE DIRECTED TO:

Brian Reel Stewardship Forester The Dalles Unit 3701 W 13th Street, The Dalles, OR 97058.

Brian.j.reel@odf.oregon.gov

ii.	Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.
3.	GENERAL TERMS AND CONDITIONS.
A.	Reserved
B.	REPRESENTATIONS AND WARRANTIES.
i.	Contractor represents and further warrants that:

a. Contractor has the authority to enter into and perform in accordance with this Contract and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms;

b. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence and perform Services in a timely, professional and workmanlike manner in accordance with standards applicable to Contractor’s industry, trade or profession;

c. Contractor is and shall be, at all times during the term of this Contract, qualified, professionally competent, and duly licensed to perform Services; and

d. When used as authorized by this Contract, no Work Product infringes nor will Agency’s use, duplication or transfer of the Work Product infringe any copyright, patent, trade secret or other proprietary right of any third party.

e. Contractor has a written policy and practice that meets the requirements described in HB 3060 (2017) Oregon Laws, chapter 212, for preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class and that the Contractor shall maintain the policy and practice in force during the entire term of this Contract.

ii.	The warranties specified in this section are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and shall be interpreted broadly to give Agency the greatest warranty protection available.
C.	COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.
i.	Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract or to Contractor’s obligations under this Contract, as those laws, regulations and ordinances may be adopted or Amended from time to time.
ii.	Agency’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein. Contractor 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 plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).
D.	AMENDMENTS.

Amendments shall be made by written documentation only and signed by the Parties to be effective.

E. TIME IS OF THE ESSENCE.

Contractor agrees that time is of the essence in the performance of its obligations under this Contract.

F. FORCE MAJEURE.

Neither Agency nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

G. INSURANCE.

Contractor shall obtain the insurance required under Exhibit C prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.

Contractor shall perform all Services as an independent Contractor. Although Agency may (a) determine and modify the delivery schedule for Services to be performed and (b) evaluate the quality of the completed performance, Agency 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 any Services required under this Contract. Contractor certifies, represents and warrants that Contractor is an independent contractor of Agency under all applicable State and federal law. Contractor is not an "officer", "employee", or "agent" of Agency as those terms are used in ORS 30.265.

ii.

If Contractor is currently performing work for State or the federal government, Contractor by signature to this Contract represents and warrants: Contractor's performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's performance of this Contract.

iii.

Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract, and unless required by prevailing federal law or regulations, Agency will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract.

I.	INDEMNIFICATION.
i.	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 CONTRACT.
ii.	INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 3.I.i, 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 CONTRACT BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR AGENCY’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.
iii.	STATE SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR’S REASONABLE EXPENSE, IN THE 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. COUNSEL MUST ACCEPT APPOINTMENT AS A SPECIAL ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, STATE, ITS AGENCIES, OFFICERS, EMPLOYEES OR AGENTS. STATE MAY ELECT TO ASSUME ITS OWN DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT ANY TIME STATE DETERMINES IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE. SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING PROVIDED THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF STATE, WHICH CONSENT SHALL NOT BE UNREASOABLY WITHHELD, CONDITIONED OR DELAYED.

J.	ASSIGNMENT OF ANTITRUST RIGHTS.
i.	CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF OR CAUSE OF ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR’S OBLIGATIONS UNDER THIS CONTRACT, INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.
ii.	CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY OF CONTRACTOR’S DUTIES UNDER THIS CONTRACT TO IRREVOCABLY ASSIGN TO STATE, AS THIRD PARTY BENEFICIARY, ANY RIGHT, TITLE OR INTEREST THAT HAS ACCRUED OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT THE SUBCONTRACTOR’S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF THIS CONTRACT, INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

K.	EVENTS OF BREACH.
i.	Breach by Contractor. Contractor breaches this Contract if:
a.	Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

b. Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained the license or certificate within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice; or

c. Contractor commits any material breach of any covenant, warranty, obligation or certification under this Contract, fails to perform its obligations under this Contract within the time specified or any extension of that time, and Contractor fails to cure the breach within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice; or

d. Contractor indicates that it is unable to perform Services within the 24-hour period of time specified by Agency in accordance with Exhibit A such that Agency is required to cover Contractor’s nonperformance by requesting Services from another contractor.

ii. Breach by Agency. Agency breaches this Contract if:

a.	Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure its failure to pay within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice; or
b.	Agency commits any material breach of any covenant, warranty, or obligation under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and Agency fails to cure the breach within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice.
L.	REMEDIES.
i.	State’s Remedies. If Contractor is in breach under section 3.K.i, then in addition to the remedies afforded elsewhere in this Contract, State shall be entitled to recover for any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages. State may, at Agency’s option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to:

a.	Termination of this Contract under section 3.M.ii.;
b.	Withholding payment of all amounts in Contractor’s invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;
c.	Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; or
d.	Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor in an amount equal to State’s setoff right, without penalty; or

e. Seeking recovery of actual damages for any breach of Contract described in Section K.i.d. above.

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. If it is determined for any reason that Contractor was not in breach under section 3.K.i, the rights and obligations of the Parties shall be the same as if this Contract was terminated pursuant to section 3.M.ii.a.

ii.	Contractor’s Remedies. If Agency terminates this Contract for convenience under section 3.M.ii.a, or if Agency is in breach under section 3.K.ii and whether or not Contractor elects to exercise its right to terminate this Contract under section 3.M.iii, Contractor's sole remedy is one of the following, as applicable:
a.	For Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet invoiced, and authorized expenses for Services completed and accepted by Agency less any claims State has against Contractor.
b.	For deliverable-based Services, a claim against Agency for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid and any claims State has against Contractor.

If previous amounts paid to Contractor for Services and Goods exceed the amount due to Contractor under this section 3.L.ii, Contractor shall pay the excess amount to Agency immediately upon written demand.

iii. ATTORNEYS’ FEES.

Except for defense costs and expenses pursuant to section 3.I, neither Agency nor Contractor is 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 this Contract.

M.	TERMINATION.
i.	MUTUAL CONSENT. This Contract may be terminated at any time by mutual written consent of the Parties.
ii.	Agency:
a.	Agency may, at its sole discretion, terminate this Contract for its convenience upon thirty (30) calendar day’s written notice by Agency to Contractor.
b.	Agency may, in its sole discretion, terminate this Contract, immediately upon notice to Contractor, or at a later date as Agency may establish in the notice, upon the occurrence of any of the following events:
A.	Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to pay for Services from the planned funding source;
B.	Federal or state laws, regulations, or guidelines are modified or interpreted in a way that either the purchase of Services by Agency under this Contract is prohibited, or Agency is prohibited from paying for Services from the planned funding source; or

C. Contractor is in breach under section 3.K.i.

Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor under this section 3.M.ii. If this Contract is so terminated, Contractor shall be paid in accordance with the terms of the Contract for work completed and accepted by Agency.

iii.	Contractor: Contractor may terminate this Contract immediately upon written notice to Agency, or at a later date as Contractor may establish in the notice, if Agency is in breach pursuant to section 3.K.ii.
N.	ACCESS TO RECORDS.

Contractor shall retain, maintain, and keep accessible all records relevant to this Contract ("Records") for minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, the period required by applicable law following Contract termination or full performance, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever ending is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles. During this Record-retention period, Contractor shall permit State, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

O. NOTICES.

All notices required under this Contract shall be in writing and addressed to the party's authorized representative identified in accordance with section 7 of this Contract. Mailed notices are deemed received five (5) business days after the post mark date when properly addressed and deposited prepaid into the U.S. Postal Service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. Notices delivered by personal delivery are deemed received when delivered to the address specified for the receiving party’s authorized representative.

P. GOVERNING LAW.

The Contract is governed by and construed in accordance with the laws of State, without regard to principles of conflicts of laws.

Q. VENUE; CONSENT TO JURISDICTION.

Any claim, action, suit or proceeding (collectively, “Proceeding”) between State and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of State for Marion County; provided, however, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.

SUBCONTRACTS. Contractor shall not enter into any subcontracts for any of Services required under this Contract without Agency’s prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor with respect to sections 1.C, 3.A, 3.B, 3.E, 3.I, 3.J, 3.N, 3.P and 3.R. Agency’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

ii.	ASSIGNMENT. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Agency’s prior written consent. Agency’s written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor’s agent.
iii.	SUCCESSORS. The provisions of this Contract are binding upon, and inure to the benefit the Parties and their respective successors and permitted assigns, if any.
S.	THIRD PARTY BENEFICIARIES.

State and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless the third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. Agency is an intended beneficiary of the terms of this Contract.

T. SEVERABILITY.

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Contract did not contain the particular provision held to be invalid.

U. COUNTERPARTS.

This Contract 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 this Contract so executed shall constitute an original.

V. INTEGRATION AND MERGER.

This Contract constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract.

W. AMENDMENTS; WAIVER.

This Contract may be amended to the extent permitted by applicable statutes and administrative rules and as the amendment scope and process may be further described in section 1, Statement of Services. No waiver, consent, or amendment of terms of this Contract shall bind either party unless in writing and signed by Agency and Contractor, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Contract shall not constitute a waiver by State of that or any other provision.

X. SURVIVAL.

In addition to all provisions which by their nature extend beyond Contract termination or full performance, the following provisions shall remain in effect beyond any Contract termination or full performance: sections 2.D, 3.A, 3.B, 3.G, 3.I, 3.J, 3.L, 3.N, 3.P, 3.Q, 3.S, 3.X and 4.

Y. ORDER OF PRECEDENCE.

The terms and conditions set out in this Contract are as set forth in this Attachment 3 (Sample Contract Form), including but not limited to Section 7, Special Terms and Conditions. Whenever possible, all terms and conditions of this Contract are to be harmonized. In the event of a conflict between the terms and conditions set forth in Sections 1-6 of this Attachment 3 (Sample Contract Form) and Section 7, Special Terms and Conditions, the Special Terms and Conditions take precedence, unless the other term in question is required by law. In the event of any other conflict, (i) the Special Terms and Conditions, (ii) the terms and conditions set forth in Sections 1-6 of this Attachment 3 (Sample Contract Form), (iii) the remaining portions of the Invitation to Bid, and (iv) the Bid will be interpreted in the foregoing order of precedence.

4. RESERVED

5. RESERVED.

6. RESERVED

7. SPECIAL CONTRACT TERMS AND CONDITIONS.

7.1. CONTRACT TERM:

From date Contract has been signed by all Parties and all required State of Oregon approvals have been obtained (“Effective Date”) until July 1, 2028. The Contract work is anticipated to start on April 1, 2025 and all work shall be completed by July 1, 2028.

7.2. RESERVED

7.3. RESERVED

7.4. RESERVED

7.5. ODF reserves the right to reduce or to increase the fuels reduction acreage by an amount that does not exceed 25 percent of the total acreage specified. No increase or decrease under this Section will change the Compensation Unit Price, and ODF will pay the Contractor no more than the Compensation Unit Price for the number of actual fuels reduction acreage by the Contractor.

7.6. ESTIMATED QUANTITIES:

Any quantities listed within this Contract or the RFQ are approximate.

7.7. CONTRACTOR CONTACT PERSONS:

Contractor shall designate one or more Person(s) responsible for Contractor's work under this Contract. Contractor shall provide to Agency the names, addresses, and telephone numbers of such person(s), and shall keep this information current at all times.

7.8. CHANGE IN SPECIFICATIONS:

Contractor shall notify the Agency at any time that justified changes or modifications in the performance specifications would result in improved Services.

7.9. ROAD ACCESS AND MAINTENANCE.

When Contractor is required to use The Dalles Watershed roads for access to and within Units, Contractor shall take measures to prevent damage to the road and shall perform any minor maintenance necessary to protect the road from surface drainage. This work will be limited to removing small rocks or soil that has moved on to the road. This type of maintenance will be accomplished by hand using a shovel.

7.10. PERSONNEL:

Contractor shall provide personnel to work under this Contract who are properly trained, licensed and qualified for work of this type and shall have the minimum ability and experience required for this work. The Agency reserves the right to refuse to accept Services from any personnel deemed by the Agency to be unqualified, disorderly, or otherwise unable to perform assigned work. The Contractor shall provide evidence of qualifications for any personnel performing work under this Contract upon request by the Agency.

Experienced, qualified foreman are essential to satisfactory performance of the Work. ODF may consider lack of competent and capable foreman supervision as grounds to terminate this Contract. An experienced, qualified foreman should have approximately two years of experience doing PCT/Slashing work and one year experience supervising crews doing forestry type work. ODF reserves the right to determine supervisory competence. The foreman must be able to communicate fluently in English and in any language that crewmembers use to communicate.

7.11. PERFORMANCE STANDARDS AND PROVISIONS:

Contractor shall perform all Services required by this Contract within the time specified. All Services shall be performed in the most highly professional manner, and in accordance with the utmost industry standards.

Unless the means or methods of performing a task are specified elsewhere in this Contract, Contractor shall employ methods that are generally accepted and used by the industry.

Failure to meet the performance requirements of this Contract shall constitute breach of Contract.

7.12. FIRE RESPONSIBILITY:

The Contractor shall comply with all Oregon State Fire laws and rules affecting the Contract area. Fire control costs resulting from the Contractor's negligence shall be the responsibility of the Contractor in accordance with Oregon State Fire Laws and rules.

7.13. LICENSES AND PERMITS:

The Contractor shall, without cost to Agency, obtain and continue for the Contract period, all licenses and permits required to comply with laws and regulations which pertain to the Contract area.

Contractor must possess a valid Forest Labor Contractor License issued by the Oregon Bureau of Labor and Industries.

7.14. MATERIAL SAFETY DATA SHEETS AND SAFETY:

Safety precautions are a high priority. Contractor shall safeguard all public and private property surrounding work area. Contractor shall protect the building structure, occupants, and nearby pedestrians. Contractor shall take all precautions to protect employees who complete the work.

7.15. (ITEMS THAT WILL BE REIMBURSED): None.

7.16. KEY PERSONS:

Contractor and Agency agree that each individual specified below is an individual whose special qualifications and involvement in Contractor’s performance of Services form part of the basis of agreement between the Parties for this Contract and is an individual through whom Contractor shall provide to Agency the expertise, experience, judgment, and personal attention required to perform Services (“Key Person”). Each of the following is a Key Person under this Contract:

Contractor_______________________________________________________

Agency_________________________________________________________

Neither Contractor nor any Key Person of Contractor shall delegate performance of Services any Key Person is required to perform under this Contract to others without first obtaining Agency’s written consent. Further, Contractor shall not, without first obtaining Agency's prior written consent, re-assign or transfer any Key Person to other duties or positions so that the Key Person is no longer available to provide Agency with that Key Person’s expertise, experience, judgment, and personal attention. If Contractor requests Agency to approve a re-assignment or transfer of a Key Person, Agency shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for the Key Person. Any individual Agency approves as a replacement for a Key Person is deemed a Key Person under this Contract.

7.17 INSPECTION AND CERTIFICATION.

STATE will periodically meet with contractor and inspect operational areas to determine work specs are being met and the quality of work.

7.18 REWORK.

ODF will require rework of any area skipped or missed by Contractor. Visual reconnaissance by ODF will be considered adequate documentation of rework areas. ODF will require rework of any area 1/2 acre or larger which falls above the upper limit of the acceptable range of leave trees per acre. Inspection records will be considered adequate documentation of overstocking.

7.19 PAYMENT FOR CERTIFIED WORK. Contractor may request payments for certified work completed each month. ODF will inspect the work and certify the amount of work done according to work specifications. Final payment will be made when all work is certified.

SIGNATURE OF CONTRACTOR’S AUTHORIZED REPRESENTATIVE.

THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF

CONTRACTOR. The term of the awarded Contract is intended to go until July 1st 2028, unless extended.

Contractor (print Company Name):_______________________________________________

Address: ___________________________________________________________________

City and State and Zip: _______________________________________________________

Authorized Signature: _________________________________________________________

By (print name):______________________________________________________________

Title: ______________________________________________________________________

Date: ______________________________________________________________________

Contact Person (Type or _______________________________________________________

Contact Telephone Number: (______) ___________________________________________

Contact E-Mail Address: _______________________________________________________

SIGNATURE OF STATE’S AUTHORIZED REPRESENTATIVE.

State of Oregon Department of Forestry

Authorized Signature: _______________________________________

By (print name):____________________________________________

Title: _____________________________________________________

Date: _____________________________

Agency Contact Person (Type or Print): _____________________________________

Contact Telephone Number: (______)__________________

E-Mail Address: ___________________________

Exhibit A

The Dalles Watershed Fuels Reduction Statement of Work.

1. WORK CREW AND EQUIPMENT.

Contractor shall provide at least one boom mounted masticator.

Contractor shall not change the number or type of masticator unless approved by ODF. Foreman shall be designated by Contractor and shall work as foreman for the duration of the Contract, unless otherwise approved by ODF. The foreman will be responsible for the supervision of the fuel reduction and hazard mitigation work and overall quality. The foreman shall keep the equipment working together unless approved by ODF.

GROUND BASED EQUIPMENT SHALL MEET THE FOLLOWING CONDITIONS:

a. Equipment shall be furnished on a fully operational basis and in good operating condition, with an experienced qualified operator as per the RFQ Sample Contract Section 7.10. May need more than one (1) piece of equipment to complete job

b. The state upon written request from The City of The Dalles, shall immediately remove any operator, who, in the opinion of the City of The Dalles Program Manager, does not perform his/her work in a proper and skillful manner.

c. Equipment must be track-mounted, capable of reducing live vegetative material through mastication, and meet the following specifications. May need more than one (1) piece of equipment to complete job.

i. Capable of reaching 25 feet. Only one (1) piece of equipment will need to meet the 25-foot reach, the rest needs to masticate to meet the deadline objective.

ii. Climbing ability up to 30 percent slope

iii. Pivot---operator cab, engine, and arm shall be able to swing 360 degrees while tracks remain stationary.

iv. Cutting Machine shall be equipped with either a vertical or horizontal shaft, or disc attached with a chipping drum mounted on a carrier or a rotary mounted disc capable of chipping.

v. Equipment shall be free of fluid leaks and have hoses and hydraulics in good operating condition.

vi. The cab shall be firmly secured to the machine and free of broken glass.

MATERIALS AND SERVICES FURNISHED BY ODF:

a. Designated representative to acquaint Contractor with areas and access roads and to represent ODF in administration of the Contract.

b. Periodic inspection of work for compliance and certification of Contractor's work.

c. Maps of Fuel Reduction and Hazard Mitigation Areas.

MATERIALS AND SERVICES FURNISHED BY CONTRACTOR:

a. All equipment necessary to complete the work specified in this Contract.

b. All costs of equipment, operation, and transportation.

c. Masticator each day, with an experienced, qualified operator.

d. All required safety equipment and training for operations.

e. Designated representative to supervise contract operations and represent CONTRACTOR.

f. An operations map indicating planned progression of work.

EQUIPMENT LIMITATIONS:

a. 30-foot buffer along streams and ditches.

b. No stream crossing unless approved by ODF.

EQUIPMENT CLEANING:

a.	Equipment that last operated in an area that is infested with one or more invasive species of concern shall not be moved onto the project area without having first taken responsible measures to make each piece of equipment free of soil, seeds, vegetative matter or other debris that could contain or hold seeds.
b.	Identify the location of the equipment’s most recent operations. If prior location of operations of off-road equipment cannot be identified, the State will assume that it is infested with seeds of invasive species of concern.
c.	The Contractor will make sure the equipment responsible measure to make each piece of equipment is free of soil, seed, vegetative matter, or other debris that could contain or hold seeds.
d.	The State will advise of measures taken to clean off-road equipment and arrange for the State inspection prior to such equipment being placed in service or moved from areas infested with invasive species of concern to areas free of such invasive species.
e.	The State shall have 2 days, excluding weekends and Federal Holidays, to inspect equipment after it has been made available for inspection.
f.	“off-road equipment” includes all logging and construction machinery, except for log trucks, chip vans, service vehicles, water trucks, pickups, cars, and similar vehicles.
g.	The State shall agree on locations for the cleaning of equipment.

FUEL REDUCTION (Mastication) (the “WORK”) SPECIFICATIONS

The fuel reduction (mastication) service required of CONTRACTOR consists of masticating with a drum or disk style boom mounted attachment. All masticated fuel will be severed from the stump and ground to 12” or less. This includes all branches, limbs, treetops, and all other fuel treated.

25’ Roadside Mastication Masticate all trees 6” or less and all brush. Masticate stumps to 10” or less and masticate all brush to 12” or less.

Equipment should operate from the road’s edge on each side.

Unit 1, 4, 5 Skyline Ridge Masticate Conifers Up to 8" and Oaks Up to 6" with stumps 10" or less from the ground. Masticate all brush and oak resprouts to 12" or less. Leave logs 18" or greater in place but knock the limbs off. Leave trees should have a spacing of 20-30ft on average.

Stay 30ft way from the pond. Don’t operate equipment in stream channels and limit the number of stream channel crossings.

Unit 2 Skyline Ridge Masticate trees 6" or less with an average spacing of 20-30 between leave trees. Masticate oak resprout and brush to 12" or less.

Unit 3 Skyline Ridge Masticate Oaks up to 3" and masticate all brush and oak resprout to 12" or less.

Mastication Area The fuel buffer area will be located in The City of the Dalles Watershed boundary on lands owned by The City of The Dalles, Department of State Lands and Forest Service. The mastication activity in all units will consist of this treatment level described above.

EXHIBIT B

ITEM NO

UNIT NAME

ACRES

PER ACRE UNIT PRICE

TOTAL AMOUNT

FUELS REDUCTION UNITS

Skyline Ridge Mastication

$____

$_________

Skyline Ridge Mastication

$____

$_________

Skyline Ridge Mastication

$____

$_________

Skyline Ridge Mastication

$____

$_________

Skyline Ridge Mastication

$____

$_________

25’ Roadside Mastication

$____

$_________

EXHIBIT C

INSURANCE REQUIREMENTS

WORKERS' COMPENSATION: All employers, including CONTRACTOR, that employ subject workers who work under the Contract in the State of Oregon shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless such employers are exempt under ORS 656.126(2). CONTRACTOR shall require and ensure that each of its subcontractors, if any, complies with these requirements.

If CONTRACTOR is a subject employer, as defined in ORS 656.023, with regard to work performed under the Contract, CONTRACTOR shall obtain, at CONTRACTOR’s expense, and have in place prior to the performance of any work under the Contract, and all required workers ’ compensation insurance coverage.

COMMERCIAL GENERAL LIABILITY: CONTRACTOR shall obtain, at CONTRACTOR’s expense, and keep in effect during the term of the Contract, commercial general liability insurance covering bodily injury and property damage. This insurance shall include personal injury coverage, contractual liability coverage for the indemnity provided under the Contract, and products/completed operations liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $2,000,000, when applicable.

AUTOMOBILE LIABILITY: CONTRACTOR shall obtain, at CONTRACTOR’s expense, and keep in effect during the term of the Contract, automobile liability insurance covering owned, non-owned and hired vehicles, as applicable. This coverage may be written in combination with the commercial general liability insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

ADDITIONAL INSURED: The liability insurance coverages, except Professional Liability if included, required for performance of the contract shall include the State of Oregon, the Department of Forestry, and its divisions, officers, and employees as Additional Insureds but only with respect to the CONTRACTOR’s activities to be performed under the Contract.

NOTICE OF CANCELLATION OR CHANGE: CONTRACTOR shall not cancel, materially change, potentially exhaust aggregate limits or not renew insurance coverage(s), nor shall CONTRACTOR cause any of the foregoing to occur, without 30 days' written notice from the CONTRACTOR or its insurer(s) to the Department of Forestry, Purchasing Division.

CERTIFICATES OF INSURANCE: As evidence of the insurance coverage required by the Contract, the CONTRACTOR shall furnish Certificate(s) of Insurance to the Department of Forestry, Purchasing Division, immediately upon request. CONTRACTOR shall ensure that the Certificate(s) specify all of the entities who are Additional Insureds or Loss Payees. CONTRACTOR shall obtain the insurance coverage required under the Contract from insurance companies or entities acceptable to Agency. The CONTRACTOR shall pay or cause to be paid all deductibles, self-insured retentions and self-insurance included hereunder.

"TAIL" COVERAGE: If any of the required liability insurance is arranged on a "claims made" basis, CONTRACTOR shall obtain and maintain "tail" coverage or continuous “claims made” coverage for 24 months following Contract termination or expiration of the maximum time period the CONTRACTOR’s insurer will provide such coverage if less than 24 months. CONTRACTOR shall provide to Agency immediately upon request certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following Contract expiration or termination. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of the Contract.

File details come from the government source that posted it. Updated Mar 5, 2025.