MFR RFP Fuels Reduction Services RFP.pdf

Fuels Reduction Services RFP Page 1

REQUEST FOR PROPOSALS

for

Fuels Reduction Services

MCKENZIE FIRE & RESCUE

CLOSING DEADLINE: February 14, 2025 PLACE: 42870 McKenzie Highway, Leaburg, Oregon 97489

SCHEDULE

REQUEST FOR PROPOSAL ADVERTISED................................... January 13, 2025

PROPOSALS DEADLINE................................................................ February 14, 2025

RFP OPENING................................................................................. February 18, 2025

NOTICE OF INTENT TO AWARD.................................................... February 21, 2025

LAST DATE TO PROTEST AWARD................................................ February 28, 2025

PROPOSAL AWARD........................................................................ March 5, 2025

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TABLE OF CONTENTS

SECTION 1..............................................................Request for Proposals

SECTION 2..............................................................Instructions to Proposers

SECTION 3..............................................................Background

SECTION 4..............................................................Scope of Work

SECTION 5…………………………………………….Proposal Contents and Format

SECTION 6…………………………………………….Evaluation Procedures and Award

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SECTION 1

REQUEST FOR PROPOSALS

Pursuant to ORS 279B.070 and District Public Contracting Rule (District Rule) 137-047- 0260, governing formal procurements, McKenzie Fire & Rescue (District) will receive sealed proposals until no later than 5:00 p.m., Friday, February 14, 2025. No proposals will be received or considered after this date and time.

Forest Fuels Reduction Services

Contract terms, conditions, and specifications shall be available at the District Offices, at the address listed below from 8:00 a.m. to 5:00 p.m., Monday through Friday until closing.

Sealed proposals shall be sent to:

McKenzie Fire & Rescue Fire Chief Darren Bucich 42870 McKenzie Highway Leaburg, Oregon 97489

Proposal opening is scheduled to immediately follow closing at the District’s Office at the address above. The District’s Fire Chief may cancel this Request for Proposal (RFP) or reject any proposal not in compliance with all prescribed public solicitation procedures and requirements, and may reject any or all proposals, in whole or in part, upon a finding that it is in the best interest of the District to do so, per ORS 279B.100.

The District may waive any and all informalities in the public interest.

To request an RFP packet, or for more information, contact Chief Darren Bucich at

(541) 896-3311 or by email at mckenziefire@mckenziefire.com

Dated this 13th day of January, 2025.

mailto:mckenziefire@mckenziefire.com

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SECTION 2

INSTRUCTIONS TO PROPOSERS

2.1 GENERAL

Proposers shall carefully study and conform to these “Instructions to Proposers” so that proposals are regular, complete and acceptable.

2.2 PROPOSALS

All proposals shall be legibly written in ink or typed and must comply in all regards with the requirements of this solicitation.

All proposals shall be signed in ink in the blank spaces provided herein (Exhibit A). If the proposal is made by a firm or partnership, the name and address of the firm or partnership shall be shown, together with the names and addresses of the members. If the proposal is made by a corporation, it shall be signed in the name of such corporation by an official who is authorized to bind the Proposer.

2.3 SUBMISSION OF PROPOSALS:

One (1) copy of the proposal must be submitted in a sealed envelope marked “CONFIDENTIAL: FOREST FUEL REDUCTION SERVICES RFP” bearing on the outside the name and address of the proposer, the name of the project for which the proposal is submitted and the time and date of the proposal opening. If the proposal is forwarded by mail, the sealed envelope containing the proposal and marked as directed above, must be enclosed in another envelope addressed to Fire Chief Darren Bucich, McKenzie Fire & Rescue, 42870 McKenzie Highway, Leaburg, Oregon 97489.

Faxed or electronically delivered proposals shall be rejected as non-responsive.

2.4 RECEIPT AND OPENING OF PROPOSALS:

Proposals shall be submitted prior to the time fixed in the advertisement for proposals.

Proposals received after the time so designated will be considered late proposals and will be returned unopened.

No responsibility will be attached to any official of the District for the premature opening of, or the failure to open, a proposal not properly addressed and identified.

2.5 WITHDRAWAL OF PROPOSALS

Any proposals may be withdrawn prior to opening, pursuant to District Rule 137-047-0440.

Proposers’ proposals shall be valid for at least 180 days from RFP opening. The expiration date must be included in the proposal.

2.6 MODIFICATION

Any proposer may modify its proposal per District Rule 137-047-0440 by registered communication at any time prior to the scheduled closing time for receipt of proposals, provided such communication is received prior to the closing time. The communication should not reveal

Fuels Reduction Services RFP Page 5 the proposal price but should provide that the final price or terms will not be known until the sealed proposal is opened.

2.7 ACCEPTANCE OR REJECTION OF PROPOSALS

Any evidence of collusion between proposers may constitute a cause for rejection of any proposals so affected. In the award of the contract, the District’s Fire Chief will award the contract to the Proposer whose proposal will best serve the District’s interests. The District reserves the right to accept or reject any or all proposals. Only one proposal will be accepted from any one firm or association.

2.8 ADDENDA AND INTERPRETATIONS

Statements by District staff or its representatives are not binding on District, unless confirmed by written addendum. Addenda will issue and proposers shall receive addenda per District Rule 137-047-0430 and as follows: District will email addenda’s.

Requests for interpretations shall be submitted in writing and addressed to Fire Chief Darren Bucich, in the same manner as solicitation protests per District Rule 137-047-0730. To be given consideration, such requests must be received at least SEVEN (7) days prior to the date set for the opening of proposals. Any and all such interpretations will be emailed an addenda to the RFP holders. Failure of any proposer to receive any such addenda or interpretation shall not relieve such proposer from any obligation under this RFP. All addenda so issued shall become as much a part of the solicitation documents as if bound herein.

2.9 NONDISCRIMINATION

Submittal of a proposal in response to this RFP evidences proposer’s agreement that, in performing the work called for by this proposal and in securing and supplying materials, proposer has not and will not discriminate against: 1) any person on the basis of race, color, religious creed, political ideas, sex, age, marital status, physical or mental handicap, national origin or ancestry unless the reasonable demands of employment are such that they cannot be met by a person with a particular physical or mental handicap; and 2) a subcontractor in the awarding of a subcontract because the subcontractor is a minority, woman, or emerging small business enterprise certified under ORS 200.055, or a business enterprise that is owned or controlled by, or that employs a veteran as defined in ORS 408.225. This institution is an equal opportunity provider.

2.10 FAILURE TO SUBMIT OFFER

If no offer is to be submitted, do not return the RFP. Failure of the recipient to offer, or to notify the issuing office that future solicitations are desired, will not result in removal of the name of such recipient from the mailing list for the type of supplies or services covered by the solicitation.

2.11 PREPARATION OF OFFERS

Proposers are expected to examine the specifications, schedules and all instructions. District is not liable for costs associated of preparation of proposals in response to this RFP.

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2.12 SOLICITATION PROTESTS

Proposers may protest the procurement process or provisions of this RFP pursuant to District Rule 137-047-0730. Protests shall include all information required by ORS 279B.405, including a statement of desired changes to the procurement process for this RFP. Such protests shall be in writing, labeled “Solicitation Protest: Forest Fuel Reduction Services RFP” and addressed to:

Fire Chief Darren Bucich McKenzie Fire & Rescue

Leaburg, Oregon 97489

Such comments shall be submitted to the District no later than SEVEN (7) days prior to the opening date. No comments will be accepted after that time.

2.13 EMPLOYEES NOT TO BENEFIT

No employee or elected official of District shall be permitted to receive any share or part of this contract or any benefit that may arise therefrom.

2.14 DISTRICT FURNISHED PROPERTY

No material, labor or facilities will be furnished by District unless otherwise provided for in the Request for Proposal.

2.15 PROTEST OF AWARD

The award of the contract by the District’s Fire Chief shall constitute a final decision of the District to award the contract, if no written protest of the award is filed pursuant to District Rule 137-047- 0740 with the District within SEVEN (7) calendar days from the notice of intent to award. If a timely protest is filed, the award is a final decision of the District only upon issuance of a written decision denying the protest and affirming the award. All protests shall be in writing and specify the grounds upon which the protest is based, and may be submitted only by adversely affected or aggrieved proposers. In order to be an adversely affected or aggrieved proposer with a right to submit a written protest, a proposer shall be next in line for award (i.e. the protester shall claim that all higher rated proposers are ineligible for award because they are non-responsive or non-responsible). The District will not entertain a protest submitted after the time period established in this rule.

2.16 REIMBURSEMENT

There is no express or implied obligation for the District to reimburse responding firms for any expenses incurred in preparing proposals in response to this request.

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2.17 RESERVED RIGHTS

The District reserves the right:

A. To reject any proposal not in compliance with all prescribed public bidding procedures and requirements.

B. To reject for good cause any or all proposals upon the District’s written finding that it is in the public interest to do so.

C. To reject any and all proposals not meeting or differing from the specifications set forth herein.

D. To waive any or all informalities in the proposals submitted.

E. To consider the competency and responsibility of proposers in making any awards.

F. In the event that two or more proposals are identical in price, fitness, availability and quality, award shall be made in accordance with District Rule 137-046-0300.

G. In the event any proposer or proposers to whom a contract is awarded shall default in executing said formal contract within the time and manner herein after specified, to re-award the contract to another proposer or proposers.

H. To hold the three most responsive proposals under consideration until the final award is made, provided that the District shall award the contract within 180 days after the proposal opening date.

I. To extend the deadline for submitting proposals, in according with District Rule 137-

047-0430(3).

J. To negotiate additions or deletions to goods and/or services.

2.18 RECYCLABLE PRODUCTS

Proposers shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document, provided said recycled materials meet all applicable standards. Preference for such recycled materials shall be given pursuant to District Rule 137-046-0320.

2.19 NEGOTIATION

The District may negotiate scope of work modifications and the contract price as permitted by the District Rules.

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SECTION 3

BACKGROUND

Eugene Water & Electric Board (EWEB) has been awarded $1 million in fuels reduction funding from Senator Merkley under the Merkley, Wyden Strengthen Oregon’s Wildfire Resiliency, Water Infrastructure, and Climate Action 2024 Funding Package. This funding will be used to support fuels reduction on a landscape scale in high-risk priority areas in the McKenzie Valley and EWEB communities to help reduce the risk of out-of-control wildfires, improve egress and improve wildfire resiliency to EWEB overstory electric infrastructure.

EWEB’s Source Protection and Resiliency Program Teams have partnered with McKenzie Fire & Rescue District and the Oregon Department of Forestry (ODF) to plan and implement this landscape scale fuels reduction effort. EWEB is allocating McKenzie Fire & Rescue $325,000 of this appropriation funding for assessing and designing fuels reduction work in high priority areas impacted by the Holiday Farm Fire and outside of the fire perimeter of the McKenzie Valley to create egress for the communities, engage in cross boundary work with landowners for landscape reduction in fuels, and work with contractors to direct reduction work under the ODF prescription.

EWEB and the District have entered into an Intergovernmental Agreement for the McKenzie Valley Fuels Reduction Project to mitigate fuel hazards within the wildfire impacted areas of the Holiday Farm Fire (HFF), and the lower McKenzie Valley

The project aims to treat a total estimate of 300 acres through a combination of defensible space treatments and shaded fuel breaks between the three agencies. Fuels reduction treatments will be implemented in two high priority EWEB’s service areas in Lane County. The project is expected to treat 265 acres in the Mckenzie Valley, with approx. 125 acres of clearing under this contract award.

The project is estimated to directly benefit 150 landowners through defensible space and ingress/egress treatments. Approx. an additional 75 landowners will be indirect beneficiaries through shaded fuel breaks which will be strategically located to provide widespread community benefit.

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SECTION 4

SCOPE OF WORK

4.1. SCOPE OF WORK

DISTRICT requires services to provide vegetation removal and large-scale fuels treatment using heavy equipment on identified high priority areas of approx. 125 acres of private properties in the McKenzie Valley.

1. Site Assessment: A preliminary assessment will be completed in partnership with McKenzie Fire & Rescue’s Defensible Space Coordinator. The assessment will include a detailed analysis of topography, vegetation, and existing structures.

2. Mitigation Planning:

a. Develop a comprehensive wildfire mitigation plan tailored to the specific characteristics of the site.

b. Propose strategies for fuel reduction for the egress and 100’ immediately surrounding identified structures.

c. Integrate state-of-the-art technology and best practices to enhance the effectiveness of the mitigation plan.

3. Timeline:

a. Projected Start Date: March 15, 2025.

b. Projected Completion Date: July 31,2026, unless all funds have been expended prior to this date.

4. Implementation:

a. Execute the approved mitigation plan in accordance with industry standards and local regulations.

b. Coordinate with relevant authorities and stakeholders to ensure a seamless and efficient implementation process.

c. Process the ongoing monitoring and adapt strategies based on changing conditions.

5. Reporting and Documentation

a. Submit weekly progress reports detailing completed tasks, challenges faced, and future milestones.

b. Document all aspects of the mitigation process, including the before and after assessments, photos, and provide a final comprehensive report upon completion.

6. Cost

a. The District is estimating up to $2,000 per residence, understanding that some will be less and others more, based on the scope of the work yet to be determined.

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It is anticipated that fuels treatments activities will be conducted on a portion of these properties that vary in size, accessibility, and location.

The District and the awarded contractor will strive to bundle projects within similar locations to reduce mobilization costs and gain efficiencies in performing the work.

Work activities private property may include the following tasks:

1. Chipping/Shredding of debris piles

2. Potential removal of trees for salvage

3. 100’ surrounding the home/outbuilding and egress requiring vegetation/underbrush removal

4. Placing Chipping/Shredding materials in areas for erosion control

5. Removal of woody debris from property

6. Transport of large wood material to stockpile locations

Disposal of materials: where vegetation requires removal from worksite, Contractor shall salvage, recycle, compost or mulch vegetation waste material at an approved site, if feasible and cost-effective. Most cases debris will be chipped on site.

4.2 QUALIFICATIONS/REQUIREMENTS

The District requires a Contractor with a minimum of three (3) years of experience in hazard tree removal, chipping, shredding, use of masticator, and other heavy equipment to manage vegetation on a larger scale project.

Contractor will demonstrate past projects that required similar skills and endurance.

Contactor shall supervise the work, and provide qualified equipment operators and fallers, all tools, materials, equipment, and transportation required to perform the Work.

Contractor shall be responsible for the preservation of all public and private property along and adjacent to the Work contemplated under the Contract and shall use every precaution necessary to prevent damage thereto.

In the event the Contractor damages any property, the Contractor shall at once notify the property owner and District, and make, or arrange to make, full restitution. Contractor shall report, immediately in writing, to the Owner's Authorized Representative, all pertinent facts relating to such property damage and the ultimate disposition of the claim for damage.

Contractor shall provide due diligence in working with State or local regulatory agencies to follow any specific rule, statute, notification processes, or fire season requirements while performing the work under this contract.

In addition, Contractor is required to have certain Special Equipment. Special Equipment required may include some the following (make and model must be listed):

• Industrial chipper

• Excavator(s)

• Skidder

• Dump truck

• Chip Truck

• Water truck or tank to meet fire season requirements

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4.2. TIMELINE FOR THIS AWARD

2025:

• EWEB, ODF, and McKenzie Fire & Rescue planning and community outreach

• Identification of high-priority areas for fuels reduction

• Begin fuels reduction of 125 acres in the McKenzie Valley

2026:

• Continue and complete fuels reduction in targeted areas

4.5 RESPONSIBLE PARTIES

McKenzie Fire and Rescue: Focus on high-priority areas of approx. 125 acres impacted by the Holiday Farm Fire; Community outreach, education, and Firewise type assessments;

Coordination with landowners and contractors for fuels reduction under ODF prescriptions.

EWEB: Overall project management, including contracts and grant administration; Execution of electrical overhead reduction in high-priority areas; Coordination with contractors and foresters for fuels reduction on private lands; Implementation of right-of-way removal and shaded fuel breaks.

Oregon Department of Forestry (ODF): ODF foresters will provide landowners with education site assessments to ensure landowners are informed on fire mitigation tactics and defensible space principles. Additionally, ODF foresters will develop fuels reduction prescriptions to ensure consistency. Fuels reduction treatments will be implemented through ODF crews in addition to pile burning where necessary.

PROPOSAL CONTENTS AND FORMAT

5.1 INSTRUCTIONS

Proposers must submit a proposal using the Proposer’s Response Form, above, and observe the following submission instructions:

5.1.1 Proposals must be submitted in a sealed envelope bearing on the outside the name and address of the proposer, the name of the project for which the proposal is submitted and the time and date of the scheduled opening.

5.1.2 If the proposal is forwarded by mail, the sealed envelope containing the proposal and marked as directed above, must be enclosed in another envelope addressed to Fire Chief Darren Bucich, McKenzie Fire & Rescue, at 42870 McKenzie Highway, Leaburg, Oregon 97489.

5.1.3 One copy of the proposal is to be supplied.

5.1.4 District reserves the right to solicit additional information or proposal clarification from the proposers, or any one proposer, should the District deem such information necessary.

5.1.5 All questions regarding the request for proposal process shall be directed, during regular business hours, to:

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Darren Bucich, Fire Chief Ph. (541) 896-3311

5.1.6 If a proposer is unable or unwilling to meet any District RFP requirement, an explicit statement to that effect must be made in the proposal as an exception.

An alternative must be submitted.

5.1.7 This Request for Proposals and all supplemental information in response to this RFP will be a binding part of the final contract entered into by the selected proposer and District.

5.2 SUBMISSION

PROPOSAL RESPONSES ARE TO BE SUBMITTED IN A SEALED ENVELOPE: CLEARLY

MARKED: “CONFIDENTIAL: FOREST FUEL REDUCTION SERVICES.” The responses are to be delivered unopened to the District Administration, per instructions in this RFP.

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SECTION 6

EVALUATION PROCEDURES AND AWARD

6.1 PROPOSAL EVALUATION PROCESS

Only those proposals providing sufficient information for the District to evaluate the criteria set forth in Section 6.2 will be deemed responsive. Award will be made to the proposer whose proposal will serve the best interests of the District, as determined by the highest scoring proposal.

6.2 CRITERIA FOR EVALUATION

The District shall apply the following criteria in making a recommendation to the Fire Chief for the award of the contract. The criteria are listed from the most to least desirable, and the proposal will be evaluated accordingly. Total possible points 100.

A. Does proposal meet scope requirements (40 points) _________________

B. Service Capabilities (0-25 pts) _________________

C. Cost (0-25 pts) _________________

D. References (0-10 pts) _________________

6.3 CONTRACT AWARD

Submittal of a proposal evidences Proposer’s intent to execute and be bound by the terms of the attached contract. District will enter into contract negotiations regarding any open terms with the highest ranked proposer. During negotiations District may require any additional information it deems necessary to clarify the approach and understanding of the requested Services. Any changes agreed upon during contract negotiations will become part of the final contract. The negotiations will identify a level of work and associated fees and costs that best represent the goods and Services required. If District is unable to come to terms with the highest rated proposer, discussions shall be terminated and negotiations may begin with the next highest rated proposer. District may reject any and all proposals.

6.4 ANNOUNCED AWARDEE

It is anticipated that a tentative contract awardee will be announced in writing to each proposer within 30 days from the date of opening. The announcement is for procedural purposes only and does not create any contractual rights in the tentative contract award. District will not be bound to the tentative contract awardee until a contract has been executed by District, following the close of the period for submitting protests of this selection.

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6.5 NONDISCRIMINATION STATEMENT:

In accordance with Federal law and US. Department of Agriculture (USDA) civil rights regulations and policies, this institution is prohibited from discriminating on the basis of race, color, national origin, sex, age, disability, and reprisal or retaliation for prior civil rights activity. (Not all prohibited bases apply to all programs.)

Program information may be made available in languages other than English. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, and American Sign Language) should contact the responsible State or local Agency that administers the program or USDA 's TARGET Center at (202) 720- 2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339.

To file a program discrimination complaint, a complainant should complete a Form AD-3027, USDA Program Discrimination Complaint Form, which can be obtained online at https:/lwww.ocio.usda.gov/document/ad-3027, from any USDA office, by calling (866) 632-9992, or by writing a letter addressed to USDA. The letter must contain the complainant's name, address, telephone number, and a written description of the alleged discriminatory action in sufficient detail to inform the Assistant Secretary for Civil Rights (ASCR) about the nature and date of an alleged civil rights violation. The completed AD-3027 form or letter must be submitted to USDA by:

(1) Mail: US. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue SW, Washington, D.C. 20250-9410,·or

(2) Fax: (833) 256-1665 or (202) 690-7442; or

(3) Email: program.intake@usda.gov

The District is an equal opportunity provider.

6.6 ATTACHMENTS

Attachment A Proposer’s Response Form Attachment B Forest Fuel Reduction Services Agreement http://www.ocio.usda.gov/document/ad-3027 mailto:program.intake@usda.gov

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ATTACHMENT A

PROPOSER’S RESPONSE FORM

Submitted by:

Address:

Date:

Phone number:

Fax:

E-Mail:

The undersigned, through the formal submittal of this proposal response, declares that proposer has examined all related proposal documents and read the instruction and conditions, and hereby proposes to furnish Forest Fuels Reduction Services in accordance with the proposal documents herein, for the price set forth in the proposal submittal attached hereto, and forming a part of this proposal.

By proposer’s signature below, proposer hereby represents as follows:

(a) That no Director, officer, agent or employee of McKenzie Fire & Rescue District (District) is personally interested directly or indirectly in this contract or the compensation to be paid hereunder, and that no representation, statement or statements, oral or in writing, of the District, its Directors, officers, agents, or employees had induced him to enter into this contract and the papers made a part hereof by its terms;

(b) The proposer and each person signing on behalf of any proposer certifies, in the case of a joint proposal, each party thereto, certifies as to its own organization, under penalty of perjury, that to the best of their knowledge and belief:

1. The prices in the proposal have been arrived at independently, without collusion, consultation, communication, or agreement for the purpose of restraining competition as to any matter relating to such prices with any other proposer or with any competitor;

2. Unless otherwise required by law, the prices which have been quoted in the proposal have not been knowingly disclosed by the proposer prior to the proposal deadline, either directly or indirectly, to any other proposer or competitor;

3. No attempt has been made nor will be made by the proposer to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restraining trade;

4. Proposer has not and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, woman or emerging small business enterprise certified under ORS 200.055, or against a business enterprise that is owned or controlled by, or that employees a veteran as defined in ORS 408.225.

5. The proposer agrees to accept as full payment for the Services specified herein, the amount as shown in its proposal.

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6. Proposer is a resident proposer, as defined in ORS 279A.120. If not a resident, proposer’s resident state is ___________.

7. Proposer hereby agrees to comply with all applicable Oregon Public Contracting Code provisions, as more specifically described in the attached contract and associated Exhibit C.

The names of the principal officers of the corporation submitting this proposal, or of the partnership, or of all persons interested in this proposal as principals are as follows:

Name Title

Name Title

Name Title

(If Sole Proprietor or Partnership) In witness hereto, the undersigned has set his (its) hand on this ____ day of ________, 2025.

Name of Firm

Signature of Proposer

Phone, email, and fax

(If Corporation) In witness whereof the undersigned corporation has caused this instrument to be executed by its duly authorized officers on this _____ day of __________, 2025.

Name of Corporation

By

Title

CONTRACT MANAGER:

Name Title:

Telephone number:

Email and fax number

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REFERENCES OF PROJECTS IN LINE WITH CONTRACTUAL SCOPE

(Detach and submit with proposal)

Name of Organization/District/Authority

Name of contact person

Phone number for contact person

Email address for contact person

Name of Organization//District/Authority

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Attachment B

MCKENZIE FIRE & RESCUE

FOREST FUEL REDUCTION SERVICES AGREEMENT

BASED UPON the proposal submitted in response to the Request for Proposal for

Forest Fuel Reduction Services issued by McKenzie Fire & Rescue (District), District and ______________________________, (Contractor) hereby enter into a contract for the provision of services in accordance with the Request for Proposal’s Scope of Work and associated exhibits, and Contractor’s proposal.

All terms of the following exhibits are hereby incorporated by reference into this

Agreement, and Contractor agrees to comply with each:

(1) Exhibit A – Request for Proposals for Forest Fuels Reduction Services

(2) Exhibit B – Contractor Proposal

(3) Exhibit C – Oregon Public Contracting Requirements for Personal Service Contracts

(4) Exhibit D – 2 CFR Part 170

(5) Exhibit E – Whistleblower Notice

In the event of any conflict, the terms of this Agreement shall control, followed by the exhibits in the order listed.

1. Term. The term of this Agreement shall extend from March 1, 2025 to July 31, 2026, unless extended by mutual written agreement of both parties, or earlier terminated pursuant to the terms of this Agreement.

2. Scope of Work. Contractor agrees to perform during the term of this Agreement, the following services:

2.1 Generally, the Contractor shall provide to the District specific services related to forest fuels reduction services (Services).

2.2 Specifically, Contractor shall perform the Services set forth in Exhibits A and B.

2.3 Contractor shall not perform and District shall not pay for Contractor’s Services which are outside the work described in this Section 2, unless District provides prior written consent for such work. Contractor’s Services which are outside of the Scope of Work and approved in advance, in writing, by District shall be charged, up to the limits set in Section 3 of this Agreement.

2.4 Contractor agrees that the District shall own any reports and documentation that Contractor provides under this Agreement.

3. Compensation.

3.1 Compensation. For the Services described and performed by Contractor, plus any pre-approved reimbursable amounts, the District agrees to pay and the Contractor agrees to accept, compensation in the maximum not to exceed amount of _________________ Dollars ($___________).

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3.2 Invoices. Invoices for Contractor’s services shall be billed to the District in summary form on or about the 10th day of each month for all services performed through the last day of the previous month. Backup invoices shall be provided by Contractor if required by District. Failure to invoice for Contractor’s Services within three (3) months of billing deadline waives Contractor’s right to that payment.

3.3 Payments.

3.3.1 District will review Contractor’s invoice and within ten (10) days of receipt notify Contractor in writing if there is a disagreement or dispute with the invoice for Services. If there are no such disputes, District shall pay the invoice amount in full within thirty (30) days of invoice date.

3.3.2 If District fails to make any payment due Contractor for services and expenses within thirty (30) days of the date on Contractor’s invoice therefore, late fees will be added to amounts due Contractor at the rate of 1.0 percent (1%) per month from original invoice date. Invoices in dispute are not subject to such late fees until such time as they are no longer in dispute.

4. Termination for Convenience.

This Agreement may be terminated by mutual consent of the parties upon written notice.

In addition, District may terminate all or part of this Agreement upon determining that termination is in the best interest of District by giving seven (7) days’ prior written notice of intent to terminate, without waiving any claims or remedies it may have against Contractor.

Upon termination under this Section, Contractor shall be entitled to payment in accordance with the terms of this Agreement for work completed and accepted before termination less previous amounts paid and any claim(s) District has against Contractor.

Pursuant to this Section, Contractor shall submit an itemized invoice for all unreimbursed work completed before termination and all Agreement closeout costs actually incurred by Contractor. District shall not be liable for any costs invoiced later than thirty (30) days after termination unless Contractor can show good cause beyond its control for the delay.

5. Termination for Cause. District may terminate this Agreement effective upon delivery of written notice to Contractor, or at such later date as may be established by District, under any of the following conditions:

5.1 If District funding is not obtained or continued at levels sufficient to justify monthly payments in the Agreement amounts. The Agreement may be modified to accommodate such a reduction in revenue.

5.2 If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

5.3 If any license or certificate required by law, regulation, or this Agreement to be held by Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

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6. Termination for Default. Either District or Contractor may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination.

If Contractor fails to perform in the manner called for in this Agreement or if Contractor fails to comply with any other provisions of the Agreement, District may terminate this Agreement for default. Termination shall be effected by serving a notice of termination on Contractor setting forth the manner in which Contractor is in default. Contractor shall be paid the Agreement price only for services performed in accordance with the manner of performance as set forth in this Agreement.

7. Remedies. In the event of breach of this Agreement, the parties shall have the following remedies:

7.1 If terminated under Section 7 by District due to a breach by Contractor, District may complete the work either itself, by agreement with another contractor, or by a combination thereof. If the cost of completing the work exceeds the compensation to Contractor as provided under this Agreement, then Contractor shall pay to District the amount of the reasonable excess.

7.2 In addition to the above remedies for a breach by Contractor, District also shall be entitled to any other equitable and legal remedies that are available.

7.3 If District breaches this Agreement, Contractor’s remedy shall be limited to termination of the Agreement and receipt of Agreement payments to which Contractor is entitled.

7.4 District shall not be liable for any indirect, incidental, consequential, or special damages under the Agreement or any damages arising solely from terminating the Agreement in accordance with its terms.

8. Disengagement Agreement. Upon receiving a notice of termination, and except as otherwise directed in writing by District, Contractor will continue to perform Services to the date agreed upon as the termination date. Contractor will return to District all previously retained source documents, along with a full accounting of outstanding accounts receivable.

9. Federal Regulations. Contractor is subject to the OMB guidance in subparts A through F of 2 CFR Part 200, as adopted and supplemented by the USDA in 2 CFR Part 400, and entitled to federal whistleblower notice. Any sub-award must follow the regulations found in 2 CFR 200.331 through .333. All subawards $30,000 or more must be reported at fsrs.gov in compliance with 2 CFR 170. See Exhibits D and E for full text.

10. Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or nationally-recognized private express courier:

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District: McKenzie Fire & Rescue

Leaburg, OR 97489

Contractor: _________________________

11. Warranty. Contractor’s services provided under this Agreement shall be performed in accordance with the skill, care and standards of other service providers performing similar services under similar conditions.

12. Errors. Contractor shall perform such additional work as may be necessary to correct errors in the Services required under this Agreement without undue delay and without additional costs.

13. Insurance. Contractor shall maintain the following limits of insurance with a carrier(s) rated A- or better by A.M. Best:

13.1 General liability insurance -- $2,000,000 aggregate 1,000,000

13.2 Workers’ Compensation insurance -- $1,000,000 1,000,000

Contractor shall: (a) provide the District with a copy of a current Certificate of Insurance with the coverage listed above; (b) include District as an additional insured for Commercial General Liability (subject to the terms and conditions of the applicable Contractor insurance policy); and (c) ensure that all policies provide a 30-day notice of cancellation to the named insured.

14. Indemnity. To the extent permitted by law, Contractor shall protect, defend, indemnify and hold the District harmless for and from any claims, demands, damages, costs, actions and causes of actions, including tort claims, liabilities, fines, penalties, judgments, expenses and attorney fees, resulting from the injury or death of any person or the damage to or destruction of property, or the infringement of any patent, copyright, trademark or trade secret, arising out of the work performed or goods provided under this Agreement or Contractor’s violation of any law, ordinance or regulation, contract provision or term, or condition of regulatory authorization or permit, except for damages resulting from the sole negligence of District. Contractor expressly waives any right to District indemnification and defense under the Oregon Tort Claims Act.

15. Force Majeure. Contractor shall not be deemed in default hereof nor liable for damages arising from its failure to perform its duties or obligations hereunder if such failure is due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, fires, floods, windstorms, earthquakes, strikes or other labor disturbances, civil commotion, or war.

16. Continuation During Disputes. Notwithstanding the existence of any dispute between the parties, insofar as possible under the terms of this Agreement, each party will continue to perform the obligations required of it during the continuation of any such disputes, unless enjoined and prohibited by any court.

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17. Independent Contractor. Contractor is an independent contractor for all purposes and is not entitled to any compensation other than the compensation provided for under this Agreement. While the District reserves the right to set various schedules and evaluate the quality of Contractor’s completed work, District cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the work required by this Agreement.

Contractor is responsible for all federal and state taxes applicable to payments made to Contractor pursuant to this Agreement. District will not withhold any amounts to cover Contractor’s tax obligations. Contractor is not eligible for any District benefit plans.

18. No Employment Relationship. Contractor acknowledges and agrees that this Agreement does not create an employment relationship between the District and Contractor, its officials, employees, agents, or contractors. Contractor further agrees that Contractor is exclusively responsible for all costs and expenses related to Contractor’s employment of individuals to perform work pursuant to this Agreement, including but not limited to retirement contributions, workers’ compensation, unemployment taxes, and state and federal income tax withholdings.

19. Federal Funds. As payments made pursuant to this Agreement are to be charged against federal funds, Contractor certifies that Contractor is not currently employed by the federal government and the amount charged does not exceed Contractor’s normal charge for the type of service provided.

20. Not a PERS Member. Contractor is not a member of the Oregon Public Employees

Retirement System, nor employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System.

21. Assignment. Contractor shall not assign or subcontract any of its obligations under this

Agreement without District’s prior written consent, which may be granted or withheld in District’s sole discretion. Any subcontract made by Contractor shall incorporate by reference all the terms of this Agreement. District’s consent to any assignment or subcontract shall not release Contractor from liability under this Agreement or from any obligation to be performed under this Agreement, whether occurring before or after such consent, assignment, or subcontract.

22. Public Contracting Requirements. Contractor shall comply with all federal, state and local laws and ordinances applicable to the work under this agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code including ORS 279B.020, 279B.220, 279B.230, and 279B.235, as more particularly set forth in Exhibit C, attached hereto and incorporated herein by this reference.

23. Governing Law. This Agreement is to be governed by and under the laws of the State of

Oregon.

24. Consent to Jurisdiction. The parties hereby consent to jurisdiction of the Lane County

Circuit Court, Lane County, Oregon, over all legal matters pertaining to this Agreement, including, but not limited to, its enforcement, interpretation or rescission. Nothing herein shall be construed as a waiver by District of its protections under the Oregon Tort Claims Act.

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25. Arbitration. If any disputes, disagreements, or controversies arise between the parties pertaining to the interpretation, validity, or enforcement of this Agreement, the parties shall, upon the request of District, submit such dispute to binding arbitration under the Oregon Uniform Arbitration Act, ORS 36.600 et seq. Arbitration shall be requested by delivering to the other party a written request for arbitration. Within five (5) days of receipt of such request, the parties shall select a mutually agreeable arbitrator and designate mutually agreeable rules of arbitration. If the parties cannot agree upon an arbitrator within five (5) days, an arbitrator may be appointed by the presiding judge of the Lane County Circuit Court, upon the request of either party submitted in accordance with ORS 36.645. If the parties have not designated mutually agreeable rules of arbitration at such time as the arbitrator is appointed, the arbitrator shall adopt rules for the arbitration. The arbitrator’s decision shall be binding upon the parties.

26. Attorney Fees. If suit, action or arbitration is brought either directly or indirectly to rescind, reform, interpret or enforce the terms of this Agreement, the prevailing party shall recover and the losing party hereby agrees to pay reasonable attorney’s fees incurred in such proceeding, in both the trial and appellate courts, as well as the costs and disbursements. Further, if it becomes necessary for District to incur the services of an attorney to enforce any provision of this Agreement without initiating litigation, Contractor agrees to pay District’s attorney’s fees so incurred. Such costs and fees shall bear interest at the maximum legal rate from the date incurred until the date paid by losing party.

27. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated.

28. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original signatures.

29. Waiver. No waiver by either the District or Contractor of a breach of any provision of this

Agreement will operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach of the same provision of this agreement.

30. Modification. No modification of this Agreement will be valid unless it is in writing and signed by both parties.

31. Entire Agreement. This Agreement represents the entire understanding of District and

Contractor as to those matters contained herein. There are no promises, terms, conditions or obligations oral or written other than those contained herein. This Agreement supersedes all prior communications, representations or agreements, either oral or written, between the parties relating to the subject matter herein.

32. No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the

District and the Contractor, and nothing contained herein is intended for the benefit of any other person or entity.

33. Relationship of Parties. The parties acknowledge and agree that nothing in this

Agreement is intended to nor shall be construed to create any form of partnership or joint venture relationship between the parties.

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34. Headings. Paragraph headings are provided solely for convenience and are not to be used in construing or interpreting this Agreement.

35. Conflict of Interest. The Contractor covenants, warrants and represents that the

Contractor or any employees of Contractor has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the subject matter or the performance of this Agreement. The Contractor further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Contractor in the future.

36. Signatures. This Agreement is not effective unless and until it is approved, signed and dated by an authorized representative of each party.

DISTRICT CONTRACTOR:

MCKENZIE FIRE & RESCUE ________________________________

By: By:

Title: Title:

Date: Date:

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Exhibit A

REQUEST FOR PROPOSALS FOR FOREST FUELS REDUCTION SERVICES

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Exhibit B

CONTRACTOR PROPOSAL

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Exhibit C

ORS CHAPTER 279B PUBLIC CONTRACTING REQUIREMENTS

PERSONAL SERVICES

(1) Contractor shall pay promptly, as due, all persons supplying labor or materials for the performance of the work provided for in the contract, and shall be responsible for such payment of all persons supplying such labor or material to any Subcontractor. ORS 279B.220(1).

(2) Contractor shall promptly pay all contributions or amounts due the Industrial Accident

Fund from such Contractor or Subcontractor incurred in the performance of the contract.

ORS 279B.220(2).

(3) Contractor shall not permit any lien or claim to be filed or prosecuted against District on account of any labor or material furnished and agrees to assume responsibility for satisfaction of any such lien so filed or prosecuted. ORS 279B.220(3).

(4) Contractor and any Subcontractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.617. ORS 279B.220(4).

(5) Contractor agrees that if Contractor fails, neglects or refuses to make prompt payment of any claim for labor or materials furnished to the Contractor or a Subcontractor by any person in connection with the contract as such claim becomes due, District may pay such claim to the persons furnishing the labor or material and charge the amount of payment against funds due or to become due…