ITB_Hazard Mitigation and Fuels Reduction_FINAL.pdf

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STATE OF OREGON

Oregon Department of Forestry (“ODF”), issues

Invitation to Bid (“ITB”) under OregonBuys® Bid Number

S-62900-00015353 for

Hazard Mitigation and Fuels Reduction Services on Umpqua National Forest

Date of Issue: 1/7/2026

Bid Opening Date and Time: 2/6/2026, Time 2:00 PM (Pacific Time)

Single Point of Contact (“SPC”): Shannon LeClaire, Procurement Specialist

Address: 2600 State Street

City, State, Zip: Salem, OR 97310

Phone (voice): 503-507-3268

E-mail: shannon.leclaire@odf.oregon.gov mailto:shannon.leclaire@odf.oregon.gov

ITB S-62900-00015353 – Hazard Mitigation and Fuels Reduction Services on Umpqua National Forest

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Table of Contents

SECTION 1: GENERAL OVERVIEW

1.1 Summary Overview

1.2 Schedule of Events

1.3 Minimum Requirements

1.4 Submission Requirements

1.5 Single Point of Contact

SECTION 2: GOODS AND SERVICES

2.1 Description of Goods and Services

SECTION 3: PROCUREMENT PROCESS

3.1 Procurement Authority and Method

3.2 Defined Terms

3.3 E-Procurement System: OregonBuys®

3.4 RESERVED

3.5 Pre-Bid Conference

3.6 Questions and Requests for Clarification

3.8 Amendments

3.10 Bid Submission

3.11 Bid Delivery

3.12 Bid Modification or Withdrawal

3.13 Late Bids

3.14 Opening and Bid Review

3.15 Firm Offer

3.16 Additional Rounds

SECTION 4: BID REVIEW

4.1 Responsiveness Determination

4.2 Responsibility Determination

4.3 References

4.4 Preferences

4.5 Price Comparison (including application of preferences) and Ranking

SECTION 5: AWARD

5.1 Notice of Intent to Award

5.3 Method of Award

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5.4 Contract Execution

SECTION 6: ADDITIONAL INFORMATION

6.1 Applicable Statutes and Rules

6.2 Statement of Values

6.3 Government Bodies

6.4 Electronic Signatures

6.5 Cancellation and/or Rejection of Bids; Damages

6.6 Cost of Submitting a Bid

6.7 Ownership/Permission to Use Materials

6.8 Confidential or Proprietary Information; Public Records

6.9 Recycled Products

6.10 RESERVED

6.11 COBID

ATTACHMENT A Sample Contract

ATTACHMENT B Bid Cover Sheet

ATTACHMENT C Reference Check Form

ATTACHMENT D Bid Pricing Form

ATTACHMENT E Responsibility Inquiry

ATTACHMENT F Certified Disadvantaged Business Outreach Plan

ATTACHMENT G Defined Terms

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SECTION 1: GENERAL OVERVIEW

1.1 Summary Overview

This is a Supplemental Project Agreement (SPA) between the U.S. Forest Service (USFS) and the Oregon Department of Forestry (ODF). This project is funded through timber sale revenue on the Umpqua National Forest and administered by ODF. ODF is administering services for hazard mitigation and fuels reduction on USFS land, located in the Umpqua

National Forest, Tiller ranger district, T31S R1W Section 17. The hazard mitigation and fuels reduction mastication Work on this project are designed to prepare the unit for a broadcast burn to be conducted by USFS. This unit is one of several identified natural meadows in the area. Reducing the overcrowding of Douglas fir and reintroducing a low-intensity fire regime will favor growth of species such as white oak, ponderosa pine and sugar pine and return the stand to historic conditions. The Work aims to reduce fuels loading and improve forest health on National Forest Land adjacent to the community of Tiller.

1.1.1 Brief Description of Need: Approximately 21 acres of hazard mitigation, fuels reduction and mastication Services must be completed by June 30, 2026, unless otherwise agreed by ODF.

1.1.2 Budget limitation: $40,000.00

1.1.3 Required delivery date for the Service: Agency anticipates the award of one Contract resulting from this ITB. Services must be completed by June 30, 2026.

1.2 Schedule of Events

The table below represents a tentative schedule of events. Agency may modify these dates at any time, with appropriate notice. All times are Pacific Time.

EVENT DATE TIME

Questions/Requests for Clarifications

Due

1/21/2026 12:00 PM

Bid Opening Date

(Due Date and Time to submit Bids) See cover page

Issuance of Notice of Intent to Award

(approximate) 2/13/2026

1.3 Minimum Requirements

In order to be considered for an award under this ITB, Bidder must meet or exceed the following minimum requirements:

1.3.1 Experience: Bidder must have at least four (4) employees with handline construction tools, chainsaws and PPE, the foreman may also be one (1) of these employees.

Bidder must have (1) one employee with a minimum of three (3) years of professional

DAS State Procurement Services, Version 2.0 – July, 2025 5 experience within the past five (5) years successfully providing Falling. Professional experience must include experience in Professional Falling (such as arborist work, logging or work in hazard tree removal services).

1.3.2 Consistency: The Bid must contain information that clearly demonstrates that Bidder can provide the required number of crew members and crew foreman on a consistent basis from day to day throughout the planting season. Consistency also includes providing the same crew foremen on a consistent basis.

1.3.3 Resources: The Bid must contain information that clearly demonstrates that Bidder has the resources required (staffing, equipment, materials, etc.) to successfully provide the Services described in this Solicitation Document in the timeframe required by the Agency. Bidder shall provide four (4) employees with Fireline hand tools. Fireline hand tools must include a minimum of two (2) tools used for cutting and two (2) tools used for scraping. See specifications listed in Attachment A Sample Contract for additional details.

1.3.4 Licenses: The Bid must contain information that clearly demonstrates that Bidder is currently licensed or certified to provide the Services described in this Solicitation Document.

Bidder is required to have the following license(s) or certification(s):

1.3.4.1 Oregon Forest Labor Contractor License with a forest category endorsement and Bidder must provide valid license or certification number(s) within Attachment D, Bid

Pricing Form. Awarded Bidder(s) must have and maintain valid licenses and/or certifications required within this Solicitation Document throughout the duration of the Contract.

1.4 Submission Requirements

Bidder must complete and submit via OregonBuys all requirements of this ITB no later than the Bid Opening Date and Time specified in this ITB (submittals by any other means will be rejected). The Bid must include the following mandatory forms in its submittal:

1.4.1 Attachment B – Bid Cover Sheet

1.4.2 Attachment C – Reference Check Form

1.4.3 Attachment D – Bid Pricing Form

1.4.4 Attachment E – Responsibility Inquiry Form

1.4.5 Attachment F – Certified Disadvantaged Business Outreach Plan

1.4.6 Exhibit E – Independent Contractor Certification Form

1.4.7 Documentation showing qualifications as described in Section 1.3.

1.5 Single Point of Contact

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All questions, requests for clarification, protests about any component of this ITB, including technical requirements, contractual requirements, and the procurement process must be directed to the SPC identified on the cover page of this ITB.

SECTION 2: GOODS AND SERVICES

2.1 Description of Goods and Services

The Contractor will provide 21 acres of hazard mitigation and fuels reduction services within the Umpqua National Forest. The awarded Contractor shall furnish all mastication labor, supervision, transportation, equipment, and materials needed to complete the Services by

June 30, 2026. ODF reserves the right to modify the work units and acreage. The awarded

Contractor must meet the highest standard prevalent in the industry. See Exhibit A, Statement of Work within Attachment A, Sample Contract for more information of deliverables and project details.

SECTION 3: PROCUREMENT PROCESS

3.1 Procurement Authority and Method

Agency is conducting this ITB pursuant to its authority under ORS 477.409. Agency is using the Intermediate Procurement method, pursuant to ORS 279B.070 and OAR 125-247-0270.

3.2 Defined Terms

Defined terms applicable to this ITB and the resulting Contract are found in OAR 137-046-

0110 and set forth in Attachment G or elsewhere in this ITB or its Attachments. For ease of reference, a link to the crosswalk of terms used in OregonBuys® to terms defined in Oregon

Administrative Rules is included in Attachment G.

3.3 E-Procurement System: OregonBuys®

3.3.1 OregonBuys® posting.

This ITB, including all Amendments, attachments and exhibits, is posted in the State’s e-procurement system, OregonBuys®. ITB documents will not be mailed or otherwise delivered.

3.3.2 OregonBuys® Registration Information.

Bidder must be registered in OregonBuys® to do business with the State. Registration is free. To create a vendor account, click the blue “Supplier Registration” button in the top right corner of the OregonBuys® website: https://oregonbuys.gov/bso. For registration assistance, see vendor registration guidance:

https://www.oregon.gov/das/ORBuys/Documents/SupplierRegistrationGuide.pdf.

https://oregonbuys.gov/bso https://www.oregon.gov/das/ORBuys/Documents/SupplierRegistrationGuide.pdf

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BIDDER IS SOLELY RESPONSIBLE FOR ENSURING ITS VENDOR INFORMATION IS CURRENT

AND CORRECT IN OREGONBUYS®. AGENCY WILL ACCEPT NO RESPONSIBILITY FOR

MISSING OR INCORRECT VENDOR INFORMATION.

3.3.3 OregonBuys® Assistance

Parties needing assistance with OregonBuys® may contact the OregonBuys® Helpdesk by telephone at (855) 800-5046 or by email at support.oregonbuys@oregon.gov.

3.3.4 Failure of Electronic Procurement System

In the event of a failure of an Electronic Procurement System that interferes with the ability of a Person to submit Electronic Submittals, to protest or to otherwise participate in the procurement, Agency may cancel the procurement or may extend the date and time of receipt of Electronic Submittals by providing notice of the extension immediately after the

Electronic Procurement System becomes available.

3.4 RESERVED

3.5 Pre-Bid Conference

Agency will not hold a pre-Bid conference.

3.6 Questions and Requests for Clarification

All questions and requests for clarification, related to this solicitation must be in Writing. The preferred method of submission is through the Q & A tab located in OregonBuys®. If Bidder is unable to submit through the Q & A tab in OregonBuys®, Bidder may email the SPC. The submitted question or request must reference the OregonBuys® ITB number, section number, and passage. Questions or requests for clarification will not be accepted by telephone.

3.7 RESERVED

3.8 Amendments

Agency may change this ITB by written Amendment, posted to OregonBuys®. Clarifications, corrections or changes to this ITB made in any other manner are not binding on the State.

Prospective Bidder is solely responsible for checking OregonBuys® to determine whether any

Amendment(s) have been issued. Amendment(s) are incorporated into the ITB by this reference.

3.9 RESERVED

3.10 Bid Submission

The Bid must include all submission requirements, follow the ITB sequence, reference the

ITB section numbers and include:

mailto:support.oregonbuys@oregon.gov

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3.10.1 Bidder shall complete and submit the Bid Cover Sheet (Attachment B). Attachment B must be signed by Bidder’s authorized representative.

3.10.2 Bidder shall complete and submit the Reference Check Form (Attachment C). Bidder shall provide 3 references from project(s) of similar size and scope performed for any clients within the last 3 years. Forms must be completed by a reference, returned to Bidder, and submitted with the Bid. References should include references from state or federal entities that currently utilize, or within the last five years have utilized, the proposed Solution.

3.10.3 Bidder shall complete and submit the Bid Pricing Form (Attachment D).

3.10.4 Bidder shall complete and submit the Responsibility Inquiry (Attachment E). Attachment E must be signed by Bidder’s authorized representative.

3.10.5 Bidder shall complete and submit a Certified Disadvantaged Business Outreach Plan

(Attachment F).

3.10.6 Bidder shall complete and submit Independent Contractor Certification (Exhibit E).

3.10.7 Public Records Exemption. If Bidder believes any portion of its Bid is exempt from disclosure under the Oregon Public Records Law (ORS 192.311 to 192.478), Bidder must submit a statement indicating the portions that are exempt and the statutory authority for the exemption, along with both an unredacted and a redacted version of its Bid. Please refer to

Section 6.8 for more in-depth information.

3.11 Bid Delivery

Bidder is solely responsible for ensuring its Bid is received by the Bid Opening Date and Time.

Agency is not responsible for any delays in delivery. Prospective Bidders may deliver Bids to

Agency through OregonBuys® at: https://OregonBuys.gov. All documents required by

Section 3.10 must be submitted through the OregonBuys eProcurement System prior to the Bid Opening Date and Time specified in OregonBuys for this ITB.

Detailed instructions on how to submit a Bid can be found at:

https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20So licitation%20Response.pdf

Technical Difficulties: Larger files may take additional time to upload to OregonBuys®.

Bidders are responsible for allowing sufficient time to navigate the OregonBuys® system, upload files, and finalize and submit Bids via OregonBuys® prior to the Bid Opening Date and

Time.

If technical difficulties that are no fault of Bidder prevent submission of a Bid via

OregonBuys®, Bidder must immediately notify the SPC in writing, via email, to describe the difficulties encountered and to seek SPC approval of an alternative submission method.

https://oregonbuys.gov/ https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf https://www.oregon.gov/das/ORBuys/Documents/OregonBuys%20Vendor%20Formal%20Solicitation%20Response.pdf

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As circumstances warrant, SPC may, at the SPC’s sole discretion, allow for an alternative Bid submission method.

3.12 Bid Modification or Withdrawal

A Bidder wishing to make modifications to a Bid already received by Agency must withdraw its Bid in order to make modifications and resubmit the Bid. If a Bidder wishes to withdraw its Bid, Bidder must submit to the SPC a written notice withdrawing the Bid. The notice must identify the ITB number, be signed by the authorized representative and be received by the

SPC prior to the Bid Opening Date and Time. For assistance with making modifications or withdrawing a Bid submitted through OregonBuys®, please contact the OregonBuys®

Supplier Helpdesk at support.oregonbuys@das.oregon.gov or 1-855-800-5046.

3.13 Late Bids

Agency will not accept late Bids. Bids submitted on or before the Bid Opening Date and Time will be accepted.

3.14 Opening and Bid Review

A public Opening of Bids will not be held for this ITB. A list of all Bidders will be posted on

OregonBuys®.

Bids will be reviewed as set forth in Section 4.

3.15 Firm Offer

A Bid is a firm offer for 90 calendar days following the Opening.

3.16 Additional Rounds

If Agency believes additional rounds of review are necessary, Agency will post an

Amendment on OregonBuys® defining the additional round(s).

SECTION 4: BID REVIEW

4.1 Responsiveness Determination

After Bid Opening, Agency will review all Bids received prior to the Bid Opening Date and

Time to determine if a Bid is Responsive to all ITB requirements. If the Bid is unclear, the SPC may request clarification from Bidder. However, clarifications may not be used to rehabilitate a non-Responsive Bid. Agency may waive mistakes in accordance with OAR 137-

047-0470. If the SPC finds the Bid non-Responsive, the Bid may be rejected.

4.2 Responsibility Determination

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Agency will review the Responsibility Inquiry (Attachment E), Bid Pricing Form (Attachment

D), references and other information to determine if an apparent Successful Bidder is

Responsible prior to award and execution of the Contract per ORS 279B.110.

At any time prior to award, Agency may reject a Bidder found to be not Responsible.

4.3 References

Agency will review the Reference Check Form (Attachment C) submitted by Bidder. Agency may check to determine if references provided support Bidder’s ability to comply with the requirements of this ITB. Agency may conduct other reference checks with persons whose names have not been provided by Bidder, but for whom Agency has knowledge. Agency may use references to obtain additional information, break ties, or verify any information needed.

4.4 Preferences

Agency will apply the following preferences to the Bid Cost:

4.4.1 RESERVED

4.4.2 RESERVED

4.4.3 Tiebreakers. If Agency receives Bids identical in cost, fitness, availability and quality and chooses to award a Contract, Agency will award the Contract in accordance with the procedures outlined in OAR 137-046-0300.

4.5 Price Comparison and Ranking

Agency intends to award the Contract to the lowest Responsive and Responsible Bidder whose Bid substantially complies with the requirements and criteria set forth in this ITB and that provides the most favorable pricing (apparent successful Bidder).

SECTION 5: AWARD

5.1 Notice of Intent to Award

Agency will issue a notice of Intent to Award to the apparent successful Bidder on

OregonBuys®. Bid files are available for review after issuance of the Notice of Intent to

Award.

5.2 Method of Award

Agency will award a contract to the Responsive and Responsible Bidder submitting the Bid with the lowest price (Apparent Successful Bidder).

5.3 Contract Execution

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Agency intends to enter into a Contract based upon the form attached hereto (Attachment

A) with the apparent successful Bidder. Prior to execution of the Contract, the apparent successful Bidder must submit the following to Agency:

5.3.1 Pay Equity Certification. If the value of the Contract exceeds $500,000 and Bidder has 50 or more employees, the apparent successful Bidder shall submit to Agency a true and correct copy of an unexpired Pay Equity Compliance Certificate issued to Bidder by the Oregon

Department of Administrative Services. See https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx

5.3.2 Non-Discrimination. As a condition of receiving the award of a Contract under this ITB, the apparent successful Bidder must certify it has in place a policy and practice of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. The policy and practice must include giving employees a written notice of a policy that both prohibits, and prescribes disciplinary measures for, conduct constituting sexual harassment, sexual assault, or unlawful discrimination.

5.3.3 Insurance. The apparent successful Bidder must obtain and provide Agency proof of insurance as required in this ITB. Insurance requirements are found in Exhibit B of

Attachment A.

SECTION 6: ADDITIONAL INFORMATION

6.1 Applicable Statutes and Rules

This ITB is governed by the laws of the State of Oregon, specifically including ORS 279B.055 and OAR 137-047-0255. The venue for any administrative or judicial action relating to this

ITB, evaluation and award is the Circuit Court of Marion County for the State of Oregon;

provided, however, if a proceeding must be brought in a federal forum, then it must be brought and conducted solely and exclusively within the United States District Court for the

District of Oregon. In no event may this section be construed as a waiver by the State of

Oregon of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United

States or otherwise, to or from any claim or consent to the jurisdiction of any court.

6.2 Statement of Values

The State of Oregon is committed to taking active steps toward equity and inclusion in procurement processes for minority, women, emerging small, and veteran-owned businesses by reducing barriers to compete for and be awarded state contracts. All interested businesses are encouraged to submit Bids for this opportunity. The State of

Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

https://www.oregon.gov/das/Procurement/Pages/PayEquity.aspx

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6.3 Government Bodies

Under ORS Chapter 190, Agency may enter into an agreement with another government body for the Goods or Services that are the subject of this ITB. Intergovernmental agreements are not subject to the Public Contracting Code. If Agency receives an Offer from a government body, Agency will initially review the Offer according to the same criteria set forth in this ITB. Agency, in its sole discretion, may enter into an ORS Chapter 190 agreement with any government body for the Goods or Services, or any portion thereof and cancel this

ITB if it would be in the public interest as determined by Agency.

6.4 Electronic Signatures.

BY SUBMITTING A BID IN RESPONSE TO THIS ITB, BIDDER AGREES WITH AGENCY THAT

SIGNATURES, AND OTHER FORMS OF AUTHORIZED REPRESENTATIVE CERTIFICATION,

SHOWING ON DOCUMENTS SUBMITTED VIA OREGONBUYS® OR EMAIL ARE “ELECTRONIC

SIGNATURES” UNDER ORS CHAPTER 84 AND, BIND THE SIGNING PARTY, AND ARE INTENDED

TO BE AND CAN BE RELIED UPON BY THE PARTIES.

6.5 Cancellation and/or Rejection of Bids; Damages

Pursuant to ORS 279B.100, Agency may reject any or all Bids in whole or in part and may cancel this ITB at any time when the rejection or cancellation is in the best interest of the

State. Agency, the State, and their officers, employees and agents are not liable to any

Bidder for any loss or expense caused by or resulting from the delay, suspension, or cancellation of this ITB, or rejection of any or all Bids. Unless Agency cancels this ITB prior to the Bid Opening Date identified in Section 1.2, all Bids will become part of the public record without obligation to Agency.

6.6 Cost of Submitting a Bid

Bidder must pay all costs of bidding including, but not limited to, the cost to prepare and submit Bids, samples and other supporting materials, or to participate in demonstrations, if required by this ITB.

6.7 Ownership/Permission to Use Materials

Bids submitted in response to this ITB become the property of the State. The submission of a

Bid in response to this ITB grants the State a non-exclusive, perpetual, irrevocable, royalty-free license for the rights to copy, distribute, display, prepare derivative works of and transmit the Bid solely for the purpose of evaluating the Bid, awarding a Contract, or as otherwise needed to administer the ITB process, and to fulfill obligations under Oregon

Public Records Laws. Bids, including supporting materials, will not be returned to Bidder.

6.8 Confidential or Proprietary Information; Public Records

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Following the Notice of Intent to Award of a Contract, responses to this ITB are subject to public records requests unless the response or specific information contained therein is identified as exempt from public disclosure. Bidder is advised to consult with legal counsel regarding disclosure issues.

If Bidder believes any portion of its Bid contains information considered a trade secret under

ORS Chapter 192.345(2), or otherwise is exempt from disclosure under the Oregon Public

Records Law, ORS 192.311 through 192.478, Bidder must submit a statement claiming the exemption and the statutory reason for the exemption and each page containing such information must identify the exemption provision and include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to

ORS Chapter 192 and is not to be disclosed except in accordance with the Oregon Public

Records Law, ORS 192.311 through 192.478.”

Identifying the Bid in whole as exempt from disclosure is not acceptable. Cost information submitted in response to an ITB is generally not considered a trade secret under Oregon

Public Records Law.

6.9 Recycled Products

Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the Contract Services or work set forth in this document and the subsequent Contract. (ORS 279B.055(2)(f), ORS279B.225, and ORS279B.270-279B.280)

6.10 RESERVED

6.11 COBID

Pursuant to Oregon Revised Statute (ORS) Chapter 200, Agency encourages the participation of small businesses, certified by the Oregon Certification Office for Business Inclusion and

Diversity (COBID) in all contracting opportunities. This includes certified small businesses in the following categories: minority-owned business, woman-owned business, veteran-owned business, or an emerging small business. Agency also encourages joint ventures or subcontracting with certified small business enterprises. For more information, visit:

HTTPS://WWW.OREGON.GOV/BIZ/PROGRAMS/COBID/PAGES/DEFAULT.ASPX

https://www.oregon.gov/biz/programs/cobid/pages/default.aspx

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ATTACHMENT A - SAMPLE CONTRACT

State of Oregon

Contract for Services

For

Hazard Mitigation and Fuels Reduction Services on Umpqua National Forest

Contract # PO-62900-XXXXXXX

This Contract for Services (this “Contract”) is by and between the State of Oregon, acting through its Department of Forestry, (“Agency” or “ODF”) and ________, a [____][doing business as _____] (“Contractor”) and is effective as of the Effective Date. Agency and Contractor shall collectively be referred to as the “Parties.”

Contractor’s Contract Administrator for this Contract is:

Name, Title **Address **City, State ZIP Phone: (xxx) xxx-xxxx anyname@yahoo.com

Agency's Contract Administrator for this Contract is:

Name, Title Agency-Division **Address **City, State ZIP Phone: (xxx) xxx-xxxx anyname@oregon.gov

Either party may change its Contract Administrator by providing the other party with notice in compliance with Section 16.6 of this Contract.

The Agency has authority to enter into this Contract for the procurement of fuels reduction mastication services, pursuant to its authority under ORS 477.409.

1. Contract Term.

The “Effective Date” of this Contract is the date this Contract has been fully executed by each party and, approved as required by applicable law. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on June 30, 2026. The termination of this Contract will not extinguish or prejudice Agency’s right to enforce this Contract with respect to any default by Contractor that has not been cured.

1.1. Renewal Notice. ODF will notify Contractor in writing if the ODF intends to renew the Contract for the Renewal Term (“renewal notice”) at least 30 days prior to the expiration of the then current term. If Contractor consents to the renewal, it shall sign and return the renewal notice to ODF within the time period specified therein. If the Contractor does not consent, the Contract will expire according to its terms, unless earlier terminated.

2. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence:

2.1. this Contract less all exhibits;

mailto:anyname@yahoo.com mailto:anyname@oregon.gov

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2.2. Exhibit A, (Statement of Work);

2.3. Exhibit B (Required Insurance);

2.4. Exhibit D (Federal Terms and Conditions);

2.5. Exhibit E (Independent Contractor Certification);

2.6. Exhibit C (Compensation), and

2.7. Exhibit F (Maps)

The foregoing documents and Exhibits are attached hereto, and the Invitation to Bid (ITB)# S-62900- 00015353 and Contractor’s Bid are made a part of the Contract by this reference.

3. Services.

3.1. Performance of Services. Contractor shall perform the services (the “Services”) and deliver to Agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.

3.2. Submission and Acceptance of Deliverables. When the Statement of Work requires Contractor to deliver Deliverables to Agency, then Contractor shall deliver Deliverables that comply with the requirements and acceptance criteria set forth in the Statement of Work. Contractor shall provide written notice to Agency upon delivery of completed Deliverables to Agency. By no later than (i) 30 business days after receipt of such notice, or (ii) the date or period for review set forth in the Statement of Work, Agency will determine whether the Deliverables have the characteristics and otherwise meets the acceptance criteria set forth in the Statement of Work. If Agency determines that the Deliverables have the characteristics and meets acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s acceptance of the Deliverables.

3.3. Rejection of Deliverables; Corrections. If Agency determines that a Deliverable does not have the characteristics or otherwise meets the acceptance criteria set forth in the Statement of Work in all material respects, Agency will notify Contractor in writing of Agency’s rejection of the Deliverables and describe in reasonable detail in such notice the Agency’s basis for rejection of the Deliverables. Upon receipt of notice of non-acceptance, Contractor shall, within a 30-business day period, modify or improve the Deliverables at Contractor’s sole expense so that the Deliverables has the characteristics described in the Statement of Work and meets, in all material respects, the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the Deliverables to Agency. Agency will thereafter review the modified or improved Deliverables within 30 business days of receipt of the Contractor's delivery of the Deliverables. Failure of the Deliverables to have the characteristics or meet in all material respects the acceptance criteria set forth in the Statement of Work after the second submission will constitute a default by Contractor. In

DAS State Procurement Services, Version 2.0 – July, 2025 16 the event of such default, Agency may either, (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverables as set forth in this Section, or

(ii) notify Contractor of such default and pursue its remedies for default provided for by law or the terms of this Contract.

4. Compensation.

4.1. Not to Exceed Compensation. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $**.**. Agency will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract and will not pay for Services performed before the Effective Date or after the expiration or termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

4.2. 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. Contractor must register in OregonBuys® https://OregonBuys.gov in order to receive payment from Agency.

4.3. 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.

4.4. Expenses. Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services.

4.5. Funds Available and Authorized. Contractor will not be compensated for Services performed under this Contract by any agency or department of the State of Oregon other than Agency. Contractor understands and agrees that Agency’s payments under this Contract are contingent on Agency receiving appropriations, limitations, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

5. Contractor’s Personnel.

5.1. Key Persons. Contractor acknowledges and agrees that Agency selected Contractor, and is entering into this Contract, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written https://oregonbuys.gov/

DAS State Procurement Services, Version 2.0 – July, 2025 17 consent of Agency. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by Agency in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

5.2. Payment for Replacement Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the Parties.

5.3. State Premises. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by Agency and the State for access to and activities in and around premises controlled by Agency or any other agency of the State.

6. Independent Contractor; Responsibility For Taxes And Withholding

6.1. Independent Contractor. Contractor shall perform all Services as an independent contractor. Agency reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, Agency may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

6.2. No Conflicts. Contractor, by signature to this Contract, represents and warrants that Contractor’s performance of the Services under this Contract creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any State of Oregon or federal agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Contract.

6.3. Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the State of Oregon, as those terms are used in ORS 30.265 or otherwise.

6.4. Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless required by applicable law, Agency will not withhold from such compensation or payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from

DAS State Procurement Services, Version 2.0 – July, 2025 18 compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

7. Subcontracts, Successors, And Assignments

7.1. Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Contract without Agency's prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract under this Contract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. Agency’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Contract.

7.2. Successors and Assigns. The provisions of this Contract are binding upon and inure to the benefit of the Parties to this Contract, their respective successors, and permitted assigns, if any.

7.3. No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Contract without Agency’s prior written consent.

8. Representations and Warranties.

8.1. Contractor’s General Representations and Warranties. Contractor represents and warrants to Agency that:

8.1.1. Contractor has the power and authority to enter into and perform this Contract;

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

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

8.1.4. Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and

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

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

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

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

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

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

8.2. Contractor’s Performance Warranties.

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

8.2.2. The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Contract;

8.2.3. Except as otherwise provided in this Contract, Contractor shall transfer all Deliverables to Agency free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

8.2.4. Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract.

8.3. Warranties cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Contract.

9. Confidential Information.

9.1. Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents, or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Contract shall be considered for the purposes of this Contract the confidential information of Agency (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to, treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that

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(i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or;

(vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

9.2. Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, Contractor shall advise Agency immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such person. Contractor shall not at any time during or after the term of this Contract, except as directed by Agency, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Contract. Upon expiration or termination of this Contract or at Agency’s request, Contractor shall deliver to Agency all documents, papers, and other matter in Contractor's possession that embody Confidential Information.

Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

9.3. Confidentiality Policies. Contractor shall, upon Agency’s request, provide its policies and procedures for safeguarding Confidential Information to Agency for Agency’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

9.4. Injunctive Relief. Contractor acknowledges that breach of this Section 9, including disclosure of any Confidential Information, will cause irreparable injury to Agency that is inadequately compensable in damages. Accordingly, Agency may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Agency and are reasonable in scope and content.

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9.5. Publicity. Contractor agrees that it will not disclose the form, content or existence of this Contract or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with Agency or the State of Oregon, whether or not such disclosure, publicity or association implies an endorsement by Agency or the State of Oregon of Contractor’s services, without the prior written consent of Agency.

10. Indemnity by Contractor.

10.1. Claims. Contractor shall defend, save, hold harmless, and indemnify the State of Oregon and Agency and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Contract.

10.2. Legal Counsel. If Contractor is required to defend the State of Oregon or Agency or their officers, employees or agents under Section 10.1, then Contractor shall select legal counsel reasonably acceptable to the Oregon Attorney General to act in the name of, or represent the interests of, the State of Oregon, Agency or their officers, employees and agents. Such legal counsel must accept appointment as a special assistant attorney general under ORS chapter 180 before such action or representation. Further, the State of Oregon, acting by and through its Department of Justice, may assume its own defense, including that of its officers, employees and agents, at any time when in the State of Oregon's sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the State of Oregon or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the State of Oregon are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the State of Oregon in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above.

10.3. Damages to State Property and Employees. Contractor is liable for all Claims for personal injury, including death, damage to real property and damage to tangible and intangible personal property of the State of Oregon or any of its employees, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Contract.

10.4. CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE ANY CLAIM

REFERENCED IN THIS SECTION WITHOUT THE EXPRESS WRITTEN CONSENT OF AGENCY.

11. Limitation of Liabilities.

11.1. EXCEPT FOR LIABILITY TO THIRD PERSONS ARISING OUT OF OR RELATED TO (i) SECTION 9, OR (ii) SECTION 10, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY

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LOST PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL,

OR INCIDENTAL DAMAGES.

12. Insurance. Contractor shall maintain insurance as set forth…