ITB AttA - Sample Contract~1.pdf

ITB S-62900-00017551 – Miller Lake Road Resurfacing Fremont-Winema GNA 2026 Att A

Attachment A-

STATE OF OREGON

CONTRACT FOR THE

PURCHASE OF SERVICES

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 November 1, 2027, unless extended or terminated in accordance with terms herein.

Agency is authorized to enter into this Contract under the authority granted in ORS 526.274 and DAS Delegation Agreement No. REQ-DASOBO-00065874.

The Agency issued Invitation to Bid (ITB) # S-62900-00017551 seeking Bids from qualified and Responsible Bidders to provide the Services described in this Contract. Contractor submitted a Bid in response to the ITB offering to provide the Services pursuant to the terms and conditions set forth herein.

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 furnish all equipment and labor to perform road resurfacing Services for ODF on Miller Lake Road in the Fremon-Winema National Forest in Oregon. The Contractor will begin this Contract on September 15, 2026 and complete all Work by November 1, 2027.

B. Contract Documents. This contract consists of the following documents:

Exhibit A Statement of Work

Exhibit B Compensation

Exhibit C Insurance Requirements

Exhibit D Maps

Exhibit E Independent Contractor Certification

Exhibit F Davis-Bacon Wage Determination

C. 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 and incorporated in its entirety herein by this reference. Contractor shall perform the Services in accordance with the terms and conditions of the Contract.

D. SPECIAL REQUIREMENTS. See section 7 below, Special Contract Terms and Conditions.

2. COMPENSATION.

A. PAYMENT FOR SERVICES.

Agency agrees to pay the Contractor the amounts specified in Exhibit B (“Compensation”) for Work certified as acceptable in accordance with Section 2 of Exhibit A (Statement of Work). 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.

B. GENERAL PAYMENT PROVISIONS.

i. Payments. Payments, including interim payments, to Contractor are subject to ORS 293.462, will be made only for completed and accepted Deliverables and Services, and will be made in accordance with the payment schedule and requirements set forth in Exhibit A.

ii. Invoices. Contractor shall submit invoices to Agency as set forth in the Statement of Work or, if not set forth therein, to Agency’s Contract Administrator. Contractor may submit invoices in accordance with the payment schedule set forth in the Statement of Work or, if no payment schedule is set forth therein, then no more frequently than once per month for accepted Deliverables and Services The invoices must describe all Services performed with particularity, including the dates Contractor performed the Services for which it is requesting payment, and by whom the Services were performed and shall itemize and explain all expenses that this Contract requires Agency to pay and for which Contractor claims reimbursement.

iii. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any such authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at: http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

iv. 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.

v. 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.

3. GENERAL TERMS AND CONDITIONS.

A. INTELLECTUAL PROPERTY & OPEN SOURCE; TITLE TO GOODS.

i. Definitions. As used in this Contract, the following terms have the meanings set forth below:

a. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from Services.

b. “Open Source Elements” means any Work Product subject to any open source initiative certified license, including Work Product based upon any open source initiative certified licensed work.

c. “Third Party Intellectual Property” means any intellectual property owned by parties other than Agency or Contractor.

d. “Work Product” means all Services and Goods Contractor delivers or is required to deliver to Agency pursuant to this Contract.

http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf http://www.irs.gov/

ii. New Works. All intellectual property rights in the Work Product created by Contractor under this Contract shall be the exclusive property of Agency. All Work Product authored by Contractor under this Contract shall be deemed "works made for hire" to the extent permitted by the United States Copyright Act. To the extent Agency is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in such Work Product. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in Agency.

Contractor forever waives any and all rights relating to such Work Product created under this Contract, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

iii. Contractor Intellectual Property. If intellectual property rights in the Work Product are Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on Agency’s behalf.

iv. Third Party Intellectual Property. To the extent Contractor has the authority; Contractor shall sublicense or pass through to Agency all Third Party Intellectual Property. Contractor represents and warrants that it has provided written disclosure to Agency of all Third Party Intellectual Property that must be independently licensed by Agency to fully enjoy the benefit of the Work Product. If Contractor failed to provide such written disclosure, Contractor shall secure on the Agency’s behalf and in the name of the Agency, an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on Agency’s behalf.

v. Open Source Approval and Notice. Any Open Source Elements in the Work Product must be approved in advance and in writing by Agency. If Agency approves the use of Open Source Elements, Contractor shall:

a. Notify Agency in writing that the Work Product contains Open Source Elements;

b. Identify the specific portion of the Work Product that contain Open Source Elements; and

c. Provide a copy of the applicable license for each Open Source Element to Agency.

B. OTHER 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; NOTIFICATION OF POTENTIAL DEFAULT.

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, which is incorporated in its entirety herein by this reference, prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

H. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.

i. 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;

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 Oregon, 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.

R. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.

i. 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 November 1, 2027. Contractor shall complete all work by November 1, 2027.

7.2. PUBLIC WORKS.

The work to be performed under this Contract is considered Public Works. Public Works is defined in ORS 279C.800 and OAR 125-246-0110 (128).

The Contractor and all subcontractors shall comply with the provisions of ORS 279C.800 through 279C.870, relative to Prevailing Wage Rates.

Before starting Work Contractor shall file with the Construction Contractors Board, and maintain in full force and effect, the separate public works bond required by ORS 279C.836 and OAR 839-025-0015, unless otherwise exempt under those provisions. Contractor shall also include in every subcontract a provision requiring the Subcontractor to have a public works bond filed with the Construction Contractors Board before starting Work, unless otherwise exempt, and shall verify that the Subcontractor has filed a public works bond before permitting the Subcontractor to start Work.

This Contract is subject to the following Bureau of Labor and Industries (BOLI) wage requirements and the prevailing wages rates set forth in the following booklet, as amended, which is incorporated herein by reference with the same force and effect as though fully set forth herein, and is available at the following web link:

Prevailing Wage Rates for Public Works Contracts issued July 5, 2026.

Prevailing Wage Rates Apprenticeship Rates issued July 5, 2026.

These BOLI wage rates are available on line at: https://www.oregon.gov/boli/employers/pages/prevailing-wage-rates.aspx.

https://www.oregon.gov/boli/employers/pages/prevailing-wage-rates.aspx https://www.oregon.gov/boli/employers/pages/prevailing-wage-rates.aspx

Because the project involves federal funds, this Contract is subject to federal Davis-Bacon Act requirements in addition to BOLI requirements. Contractor shall pay the higher of the BOLI wage rates and fringe benefits, as identified in the above BOLI wage rate booklet, or the federal wage rates and fringe benefits listed in the publication “General Wage Determinations Issued Under the Davis-Bacon and Related Acts” that is last published prior to the Bid Closing date set forth in the ITB. The wage determination applicable to this Contract is attached as Exhibit F.

The Work will take place in Klamath County, Region 11.

Workers must not be paid less than the applicable state prevailing rate of wage. If Contractor fails to pay for labor and services, Agency can pay for them and withhold these amounts from payments to the Contractor. The Contractor must pay daily, weekly, weekend and holiday overtime as required in ORS 279C.540. The employer must give written notice to the workers of the number of hours per day and days per week they may be required to work. Contractor must make prompt payment for all medical services for which Contractor has agreed to pay, and for all amounts for which Contractor collects or deducts from the worker’s wages.

7.3. RESERVED.

7.4. RESERVED.

7.5. RESERVED.

7.6. ESTIMATED QUANTITIES.

Any quantities listed within this Contract or the ITB 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. Should contact with such Person(s) require long distance calls, the Agency reserves the right to call collect.

Contact Person: __________________________ Title: ______________________________ Phone: ___________________________ Email: _____________________________

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. RESERVED.

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. 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.

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:

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.

Before certifying work as acceptable, ODF will inspect areas to verify compliance with Contract specifications, including but not limited to specific requirements set forth in Section 2 of Exhibit A (Statement of Work). ODF reserves the right to vary the frequency of inspections and may elect to conduct daily inspections for the duration of this Contract. ODF will notify Contractor when inspections are made so that Contractor may observe inspection work, if desired.

SIGNATURE OF CONTRACTOR’S AUTHORIZED REPRESENTATIVE.

THIS CONTRACT MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF

CONTRACTOR.

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: _______________________________________________________

Contact Telephone Number: (______)____________________________________________

Contact Fax Number: (______) _________

Contact E-Mail Address: _________

SIGNATURE OF STATE’S AUTHORIZED REPRESENTATIVE.

State of Oregon, acting by and through, the Oregon Department of Forestry, Authorized Signature: _______________________________________

By (print name):____________________________________________

Title: _____________________________________________________

Date: _____________________________

Agency Contact Person (Type or Print): _____________________________________

Contact Telephone Number: (______)__________________

Fax Number: (______)___________________

E-Mail Address: ___________________________

EXHIBIT A

STATEMENT OF WORK

SECTION 1: GENERAL OVERVIEW

Contractor shall perform Road Resurfacing Services on Miller Lake Road on the Fremont-Winema National Forest, in Oregon. Contractor shall perform all services as described in this Exhibit A for the Project.

Contractor shall begin work September 15, 2026 (weather and snow conditions permitting) and complete all Services by November 1, 2027.

SECTION 2: WORK TO BE DONE AND SPECIFICATIONS

Contractor shall adhere to the below instructions and Work specifications.

2.1 GENERAL ROAD IMPROVEMENTAND SURFACE ROCK REPLACEMENT INSTRUCTIONS:

ROAD NAME SUBGRADE

WIDTH

SURFACED

WIDTH

STATION TO

STATION DRAINAGE

Miller Lake Rd 22 feet 20 feet 0+00 to 611+91 Maintain Existing

Grading of Existing Rock. Grade existing road surface.

Application of a Lift of Surfacing Rock.

a) Cut out all potholes and/or washboard sections from the existing surfacing.

b) Apply required patching and leveling rock, as directed by STATE.

c) Provide for a crown, outslope, or inslope of 4 to 6 percent, and compact in accordance with subsection 2.4 Compaction and Processing Requirements below. If not specified, maintain existing drainage.

d) Upon completion of above required work, apply, process, and compact surfacing rock in accordance with subsection 2.4 Compaction and Procession Requirements below.

e) All rock must be sourced from a certified weed free vendor.

2.2 SPECIFIC ROAD IMPROVEMENT AND SURFACE ROCK REPLACEMENT INSTRUCTIONS:

Miller Lake Road Station 0+00 to 611+91.

a) Grade and shape running surface to re-establish drainage.

b) Operator shall maintain or re-establish drainage for the entire road based on current grade and shape.

c) Open turnout locations during improvement.

d) Prepare the surface for lift of rock.

2.3 ROCKING INSTRUCTIONS:

Station 0+00 to 611+91.

a) Apply a compacted 2” lift of ¾” – 0” rock.

ROAD SURFACING

Rock Accountability. Contractor shall obtain subgrade approval from STATE prior to rocking. Rocking shall be limited to periods when weather conditions are acceptable to STATE and when sediment will not enter streams.

Rock accountability shall be determined by the following methods, as directed by STATE.

STATE shall be given 24 hours’ notice prior to rocking.

Depth Measurement. Rock shall be spread and compacted according to the depths specified in “Road Surfacing” Table above.

Depth shall be determined in the most compacted area of the surface cross section. The depth of compacted aggregates shall not vary more than 1” from the depth specified in the “Road Surfacing” table above. The average depth for each road segment shall be the specified depth or greater.

Load Records. Notify STATE at least 24 hours before spreading the rock and maintain a record of all rock delivered for spreading. Make the record available for STATE inspection.

A report listing the amount of rock delivered must be submitted by Contractor. However, depth measurement shall be used to determine Contract compliance.

2.4 COMPACTION AND PROCESSING REQUIREMENTS:

Moisture Content. Compaction must take place when moisture content of the materials being compacted is favorable for effective compaction as determined by STATE.

(a) The water source for this contract is Miller Lake. Water may be obtained from Digit Point Campground site shown on Exhibit D. Other water sources shall only be used with written permission from STATE.

(b) Water pumping equipment shall be equipped with a fish screen meeting ODFW requirements. See attached ODFW Small Pump Screen Self Certification.

Compaction Pass. A pass is defined as traveling a road section forward and then backward over that same section.

Road shall be crowned, outsloped, or insloped at 4 to 6 percent in accordance with the current drainage of the road.

Crushed Rock. The rock shall be uniformly mixed and spread in layers on the approved roadbed. Each layer of crushed rock shall be moistened or dried to uniform moisture content suitable for maximum compaction and compacted in layers not to exceed 6 inches in depth. When more than 1 layer is required, each shall be shaped, compacted, and approved by STATE before the succeeding layer is placed. Any irregularities or depressions that develop during compaction of the top layer shall be corrected by loosening the material at these places and adding or removing material until the surface is smooth and uniform. Each layer shall be compacted with a minimum of 3 passes over the

ROAD

ROCK

TYPE

ROCK

SIZE

COMPACTED

DEPTH

TOTAL

STATIONS

STATION TO

STATION

APPROX. TOTAL

CUBIC YARDS

Miller Lake Rd

CAP ¾” – 0” 2" 611.91 0+00 611+91 9790

entire width and length of the road until the surface is smooth and hard and visible deformation ceases. Compaction shall be accomplished by using one or more of the approved equipment options listed below:

(a) Rock shall be compacted and processed during the same project period it is spread, unless otherwise approved in writing by Agency.

(b) A vibratory roller meeting the below specifications is required for compaction.

Vibratory Rollers. The drum shall have a smooth surface, a diameter not less than 48 inches, a width not less than 58 inches, and a turning radius of 15 feet or less. Vibration frequency shall be regulated in steps to 1400, 1500, and 1600 VPM, corresponding to engine speeds of 1575, 1690, and 1800 RPM. The centrifugal force developed shall be 7 tons at 1600 VPM. It shall be activated by a power unit of not less than 25 horsepower.

The vibratory roller shall be self-propelled and operated at speeds ranging from 0.9 miles to 1.8 miles per hour, as directed by Agency.

2.5 CRUSHED ROCK SPECIFICATIONS:

Source. All rock must be from a source certified to be weed free.

Materials. The material shall be fragments of rock crushed to the required size. The material shall be free from vegetation and lumps of clay. STATE may require screening and/or rejecting of materials utilized for production of crushed rock for the purpose of removing excess fine material. Excess fines are present, when greater than 5 percent of a total rock sample weight, passes a #200 sieve.

Quality and Grading Requirements. The base material shall be rock. River gravel shall not be used. Crushed rock shall meet the grading requirements that follow:

[DURABLE] CRUSHED ROCK SPECIFICATIONS

Grading Requirements:

For ¾"-0” Passing 1" sieve 100% Passing 3/4" sieve 90-100% Passing 3/8" sieve 55-75% Passing 1/4" sieve 40-60% Passing No. 10 sieve 20-40% Passing No. 40 sieve 8-16%

2.6 GENERAL TRAFFIC CONTROL INSTRUCTIONS:

Miller Lake Road is the only access to Miller Lake and Digit Point Campground. The road shall be left open to recreation traffic during operations with as minimal delay as possible.

Signs. Contractor shall provide “Road Construction Ahead” or similar signs on both sides of operation. “Trucks” or similar signs shall be posted on the east end of Miller Lake Road off of Hwy 97.

Flagging. Contractor shall provide flaggers to control the flow of traffic around areas where equipment will be blocking all or a portion of the road during operations.

2.7 Deliverables Schedule:

Contractor shall complete all Work by November 1, 2027.

OREGON DEPARTMENT of FISH and WILDLIFE

FISH SCREENING PROGRAM

SMALL PUMP SCREEN SELF

CERTIFICATION

The Oregon Water Resources Department in coordination and cooperation with the Oregon Department of Fish and Wildlife includes screen requirements on pumps to protect fish as a condition of many surface water and/or reservoir water right permits. This is done in accordance with ORS 537.153.

The Oregon Department of Fish and Wildlife does not usually inspect small pump screens at pumped diversions less than 225 gpm (gallons per minute), but furnishes the following fish screening criteria information to the water right permit holder:

Screen material open area must be at least 27% of the total wetted screen area.

Perforated plate: Openings shall not exceed 3/32 or 0.0938 inches (2.38 mm).

Mesh/Woven wire screen: Square openings shall not exceed 3/32 or 0.0938 inches (2.38 mm) in the narrow direction, e.g., 3/32 inch x 3/32 inch open mesh.

Profile bar screen/Wedge wire: Openings shall not exceed 0.0689 inches (1.75 mm) in the narrow direction.

Screen area must be large enough not to cause fish impact. Wetted screen area depends on the water flow rate and the water approach velocity. Approach velocity is the water velocity perpendicular to and approximately three inches in front of any part of the screen face.

An Active pump screen is a self-cleaning screen that has a proven cleaning system. The screen approach velocity for active pump screens shall not exceed 0.4 fps (feet per second) or 0.12 mps (meters per second).