RFP AttA - Sample PSK_GNA Environmental Compliance and Planning Services.pdf

RFP: S-62900-00017640 – GNA Environmental Compliance and Planning Services Att A

ATTACHMENT A

SAMPLE CONTRACT FORM

STATE OF OREGON PERSONAL/PROFESSIONAL SERVICES CONTRACT

This Contract is between the State of Oregon, acting by and through its Department of Forestry, hereafter called “Agency”, and Name of Company, hereafter called “Contractor”. Agency and Contractor shall collectively be referred to as the “Parties”.

1. Contract.

a. Term. This Contract shall become effective on the date this Contract has been fully executed by every party and, when required, approved by the Department of Justice. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when Agency accepts Contractor's completed performance or on September 30, 2027, whichever date occurs last. Unless extended or terminated earlier in accordance with its terms, the initial term of the Contract is one year from the Effective Date ("initial term"), with option to extend annually ("renewal terms") up to one additional year. To exercise this option, Agency will provide the Contractor with written notice ("renewal notice") of the Agency's intent to extend the Contract. Agency will provide such written notice, including approximate marking hours and miles needing Service, at least thirty (30) days prior to the expiration of the Contract or any extension thereto. The maximum duration of the Contract, including extension, shall not exceed two years. 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.

b. Authority. Agency is authorized to enter into this type of contract under the authority granted in ORS 526.275 et seq.

2. Statement of Work; Key Persons/Key Personnel.

a. Contractor shall perform the work (the “Work”) as set forth in the Statement of Work, which includes the delivery schedule for such Work, and that is attached hereto as Exhibit A. Contractor shall perform the Work in accordance with the terms and conditions of this Contract.

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

Title Name

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

CONTRACTOR: DEPARTMENT OF FORESTRY

Administrator: Administrator:

Title: Title:

Address: Address:

Phone: Phone:

Fax: Fax:

Email: Email:

Federal ID #:

3. Consideration

a. 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 for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

b. Interim payments to Contractor shall be subject to ORS 293.462, and shall be made in accordance with the payment schedule and requirements in Exhibit A.

c. Agency will pay only for completed Work that is accepted by Agency.

d. Contractor agrees to invoice Agency on the schedule and in accordance with the conditions set forth in Part V of the Exhibit A (Statement of Work).

4. Contract Documents

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

a. this Contract less all exhibits,

b. Exhibit A (the Statement of Work),

c. Exhibit B (Required Insurance),

d. Exhibit C (Independent Contractor Certification Statement),

e. Solicitation RFP S-62900-00017640

f. Contractor’s Proposal

Thes foregoing documents and Exhibits are attached hereto and incorporated herein by this reference.

5. Independent Contractor; Responsibility

a. Contractor shall perform all Work as an independent contractor. The Agency reserves the right (i) to determine and modify the delivery schedule for the Work and (ii) to evaluate the quality of the Work Product, however, the 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 Work.

b. If Contractor is currently performing work for the State of Oregon or the federal government, Contractor by signature to this Contract, represents and warrants that: Contractor’s Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no statutes, rules or regulations of the state or federal agency for which Contractor currently performs work would prohibit Contractor’s Work under this Contract.

c. Contractor understands and agrees that it is not an "officer", "employee", or "agent" of the Agency, as those terms are used in ORS 30.265.

6. Subcontracts, Successors, and Assignments

a. Contractor shall not enter into any subcontracts for any of the Work 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 performance as if the subcontractor were the Contractor with respect to with respect to all relevant requirements of this Contract. Agency’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

b. The provisions of this Contract shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns, if any.

c. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Agency’s prior written consent.

7. No Third Party Beneficiaries. Agency and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. The parties agree that the U.S. Forest Service (USFS) is an intended third-party beneficiary to this Contract.

8. Funds Available and Authorized; Payments. Contractor shall not be compensated for Work performed under this Contract by any other agency or department of the State of Oregon. Agency certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within the Agency's current biennial appropriation or limitation. Contractor understands and agrees that Agency's payment of amounts under this Contract is contingent on Agency receiving appropriations, limitations, allotments or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract. Nothing in this Agreement is to be construed as permitting any violation of Article XI, section 7 of the Oregon Constitution or any other law regulating liabilities or monetary obligations of the State of Oregon.

9. Representations and Warranties.

a. Contractor’s Representations and Warranties. Contractor represents and warrants to Agency that (1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor’s industry, trade or profession, (4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work, (5) all computer hardware and software delivered under this Contract will, individually and in combination, correctly process, sequence, and calculate all date and date-related data for all dates prior to, through and after January 1, 2000, (6) any software products delivered under this Contract that process date or date-related data shall recognize, store and transmit date data in a format which explicitly and unambiguously specifies the correct century, and (7) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty.

b. Warranties cumulative. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

10. Ownership of Work Product.

a. Definitions. As used in this Section 10, and elsewhere in this Contract, the following terms have the meanings set forth below:

(i) “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Work.

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

(iii) “Work Product” means every invention, discovery, work of authorship, trade secret or other tangible or intangible item and all intellectual property rights therein that Contractor is required to deliver to Agency pursuant to the Work.

b. Original Works. All Work Product created by Contractor pursuant to the Work, including derivative works and compilations, and whether or not such Work Product is considered a work made for hire or an employment to invent, shall be the exclusive property of USFS and Agency. USFS, Agency and Contractor agree that such original works of authorship are “work made for hire” of which USFS and Agency are the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to the Work is not “work made for hire,” Contractor hereby irrevocably assigns to USFS and Agency any and all of its rights, title, and interest in all original Work Product created pursuant to the Work, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s or USFS’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in USFS and Agency. Contractor forever waives any and all rights relating to original Work Product created pursuant to the Work, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

In the event that Work Product created by Contractor under this Contract is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to USFS and Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor

Intellectual Property employed in the Work Product, and to authorize others to do the same on USFS’s and Agency’s behalf.

In the event that Work Product created by Contractor under this Contract is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on the USFS’s and Agency’s behalf and in the name of the USFS and Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on USFS’s and Agency’s behalf.

c. Contractor Intellectual Property. In the event that Work Product is Contractor Intellectual Property Contractor hereby grants to USFS and Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on USFS’s and Agency’s behalf.

d. Third Party Works. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the USFS’s and Agency’s behalf and in the name of the USFS and Agency, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on USFS’s and Agency’s behalf.

11. Indemnity.

a. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE

STATE OF OREGON AND AGENCY AND THEIR OFFICERS, EMPLOYEES AND AGENTS FROM AND

AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES OF ANY

NATURE WHATSOEVER, INCLUDING ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF, OR

RELATING TO THE ACTIVITIES OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 11.a, CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD AGENCY, THE STATE OF

OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO

AGENCY BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR

FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR THE AGENCY’S USE THEREOF,

INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; PROVIDED, THAT STATE

SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

c. CONTROL OF DEFENSE AND SETTLEMENT. CONTRACTOR SHALL HAVE CONTROL OF THE DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO SECTIONS 11.a OR 11.b; HOWEVER, NEITHER

CONTRACTOR NOR ANY ATTORNEY ENGAGED BY CONTRACTOR SHALL DEFEND THE CLAIM IN THE

NAME OF THE STATE OF OREGON OR ANY AGENCY OF THE STATE OF OREGON, NOR PURPORT TO

ACT AS LEGAL REPRESENTATIVE OF THE STATE OF OREGON OR ANY OF ITS AGENCIES, WITHOUT FIRST RECEIVING FROM THE OREGON ATTORNEY GENERAL, IN A FORM AND MANNER DETERMINED

APPROPRIATE BY THE ATTORNEY GENERAL, AUTHORITY TO ACT AS LEGAL COUNSEL FOR THE

STATE OF OREGON, NOR SHALL CONTRACTOR SETTLE ANY CLAIM ON BEHALF OF THE STATE OF

OREGON WITHOUT THE APPROVAL OF THE ATTORNEY GENERAL. THE STATE OF OREGON MAY, AT

ITS ELECTION AND EXPENSE, ASSUME ITS OWN DEFENSE AND SETTLEMENT IN THE EVENT THAT THE STATE OF OREGON DETERMINES THAT CONTRACTOR IS PROHIBITED FROM DEFENDING THE STATE OF OREGON, OR IS NOT ADEQUATELY DEFENDING THE STATE OF OREGON’S INTERESTS, OR THAT AN IMPORTANT GOVERNMENTAL PRINCIPLE IS AT ISSUE AND THE STATE OF OREGON DESIRES TO

ASSUME ITS OWN DEFENSE.

12. Insurance. Contractor and its subcontractors shall maintain insurance as set forth in Exhibit B, which is attached hereto.

13. Default; Remedies; Termination.

a. Default by Contractor. Contractor shall be in default under this Contract if:

(i) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

(ii) Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Contract and Contractor has not obtained such license or certificate within fourteen (14) calendar days after Agency’s notice or such longer period as Agency may specify in such notice; or

(iii) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within fourteen (14) calendar days after Agency's notice, or such longer period as Agency may specify in such notice.

b. Agency’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 13.a, Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

(i) Termination of this Contract under Section 13.e (ii);

(ii) Withholding all monies due for Work and Work Products that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively;

(iii) Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief;

(iv) Exercise of its right of setoff.

These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Sections 13.a, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 13.e (i).

c. Default by Agency. Agency shall be in default under this Contract if:

(i) Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

(ii) Agency commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

d. Contractor’s Remedies for Agency’s Default. In the event Agency terminates the Contract under Section 13.e(i), or in the event Agency is in default under Section 13.c and whether or not Contractor elects to exercise its right to terminate the Contract under Section 13.e(iii), Contractor’s sole monetary remedy shall be (a) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (b) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor. In no event shall Agency be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 13.d, Contractor shall pay immediately any excess to Agency upon written demand provided in accordance with Section 20.

e. Termination.

(i) Agency’s Right to Terminate at its Discretion. At its sole discretion, Agency may terminate this Contract:

(A) For its convenience upon thirty (30) days’ prior written notice by Agency to Contractor;

(B) Immediately upon written notice if Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Work or Work Products; or

(C) Immediately upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the Agency’s purchase of the Work or Work Products under this Contract is prohibited or Agency is prohibited from paying for such Work or Work Products from the planned funding source.

(ii) Agency’s Right to Terminate for Cause. In addition to any other rights and remedies Agency may have under this Contract, Agency may terminate this Contract immediately upon written notice by Agency to Contractor, or at such later date as Agency may establish in such notice, or upon expiration of the time period and with such notice as provided in Section 13.e (ii) (B) and 13.e (ii) (C) below, upon the occurrence of any of the following events:

(A) Contractor is in default under Section 13.a (i) because Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

(B) Contractor is in default under Section 13.a(ii) because Contractor no longer holds a license or certificate that is required for it to perform services under the Contract and Contractor has not obtained such license or certificate within fourteen (14) calendar days after Agency’s notice or such longer period as Agency may specify in such notice; or

(C) Contractor is in default under Section 13.a(iii) because Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the Work as to endanger Contractor's performance under this Contract in accordance with its terms, and such breach, default or failure is not cured within fourteen (14) calendar days after Agency's notice, or such longer period as Agency may specify in such notice.

(iii) Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract with such written notice to Agency as provided in Sections 13.e (iii) (A) and 13.e (iii) (B) below, or at such later date as Contractor may establish in such notice, upon the occurrence of the following events:

(A) Agency is in default under Section 13.c(i) because Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

(B) Agency is in default under Section 13.c (ii) because Agency commits any material breach or default of any covenant, warranty, or obligation under this Contract, fails to perform its commitments hereunder within the time specified or any extension thereof, and Agency fails to cure such failure within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

(iv) Return of Property. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to U.S. Forest Service all of its Work (including without limitation any Work Products for which Agency has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such Work is expressed or embodied at that time. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless Agency expressly directs otherwise in such notice of termination. Upon Agency's request, Contractor shall surrender to anyone Agency designates, all documents, research or objects or other tangible things needed to complete the Work and the Work Products.

14. Records Maintenance; Access. Contractor shall maintain all financial records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives shall have access to such financial records and other books, documents, papers, plans, records of shipments and payments and writings of Contractor that are pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records, books, documents, papers, plans, records of shipments and payments and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

15. Compliance with Applicable Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to Contractor and the Contract. Agency’s performance under the Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235 which are incorporated by reference herein.

16. Tax Compliance. As set forth on Exhibit C, Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state. Contractor shall throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivisions of this state.

For the purpose of this Section, “tax laws” includes:

a. All tax laws of this state, including but not limited to ORS 305.620;

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

c. 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; and

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

Any failure to comply with the provision of this Section 16 constitutes a material breach of this Contract. Further, any failure to comply with Contractor’s certification set forth in Exhibit C also shall constitute a material breach of this Contract. Any failure to comply shall entitle Agency to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law or in equity, including but not limited to:

(i) Termination of this Contract, in whole or in part;

(ii) Exercise of the right of setoff, and withholdings of amounts otherwise due and owing to Contractor, in an amount equal to State’s setoff right, without penalty and

(iii) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. Agency may recover any and all damages suffered as the result of Contractor’s breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing replacement Services and applications.

In addition, this Contact will be reported to the Oregon Department of Revenue. The Department of Revenue may take any and all actions permitted by law relative to the collection of taxes due to the State of Oregon or a political subdivision, including:

(iv) Garnishing the Contractor’s compensation under this Contract or

(v) Exercising a right of setoff against Contractor’s compensation under this Contract for any amounts that may be due and unpaid to the State of Oregon or its political subdivisions for which the Department of Revenue collects debts.

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

17. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Contractor shall demonstrate its legal capacity to perform the Work under this Contract in the State of Oregon prior to entering into this Contract.

18. Force Majeure. Neither Agency nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of Agency or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

19. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 1, 7, 8, 9, 10, 11, 12, 13, 14, 18, 23, and 24.

20. Time is of the Essence. Contractor agrees that time is of the essence under this Contract.

21. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing by email, personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or Agency at the address, number or email address set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this Section 21. Any communication or notice so addressed and mailed shall be effective five (5) days after mailing. Any communication or notice delivered by facsimile shall be effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours, or on the next business day, if transmission was outside normal business hours of the recipient. To be effective against Agency, any notice transmitted by facsimile must be confirmed by telephone notice to Agency’s Contract Administrator. Any communication or notice given by personal delivery shall be effective when actually delivered. Any communication or notice given by email shall be effective upon the sender’s receipt of confirmation generated by the recipient’s email system that the notice has been received by the recipient’s email system.

22. Severability. The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

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

24. Governing Law; Venue; Consent to Jurisdiction. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between Agency (or any other agency or department of the State of Oregon) and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this Section be construed as a waiver by the State of Oregon of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM

JURISDICTION OF SAID COURTS.

25. Merger Clause; Waiver. This Contract and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No waiver, consent, modification or change of terms of this Contract shall bind all parties unless in writing and signed by both parties and all necessary State approvals have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of Agency to enforce any provision of this Contract shall not constitute a waiver by Agency of that or any other provision.

26. Amendments. Agency may amend this Contract to the extent permitted by applicable statutes and administrative rules in accordance with OAR 125-247-0805. No amendment to this Contract shall be effective unless it is in writing signed by the parties, and all approvals required by applicable law have been obtained.

27. Contractor Data and Certification.

a. Contractor Information. Contractor shall provide Contractor’s Social Security number or Contractor’s federal tax ID number and the additional information set forth below. This information is requested pursuant to ORS 305.385 and OAR 125-246-0330(3). Social Security Numbers provided pursuant to this Section will be used for the administration of state, federal and local tax laws.

Name (tax filing):

Address:

Business Designation (check one):

Corporation Professional Corporation Partnership Limited Partnership

Limited Liability Partnership Limited Liability Company Sole Proprietorship

Other:

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

28. Oregon False Claims Act.

a. The Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action or conduct by the Contractor pertaining to this Contract that constitutes a “claim” (as defined by the Oregon False Claims Act, ORS 180750 (1)). By its execution of this Contract, the Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or cause to be made that pertains to this Contract or the project for which the Contract work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or cause to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Nothing in this Section or this Contract may be construed as limiting or derogating from any authority granted the Oregon Attorney General under 180.750 to 180.785.

b. The Contractor shall immediately report in writing, to the Agency, any credible evidence that a principal, employee, agent, or subcontractor of the Contractor, or any sub-grantee or other person, has made a false claim or committed a prohibited act under the Oregon False Claims Act, or has committed as criminal or civil violation of laws pertaining to fraud, bribery, gratuity, conflict of interest, or similar misconduct in connection with this Contract or moneys paid by the Agency under this contract.

c. The Contractor must include subsections (a) through (b) of this section in each subcontract or sub grant the Contractor may award in connection with the performance of this Contract. In doing so, the Contractor may not modify the terms of those subsections, except to identify the subcontractors or subgrantee that will be subject to those provisions.

29. Debarment.

Contractor certifies that their company, and its principles have not been debarred, suspended, proposed for debarment, declared ineligible, are not in the process of being debarred, or are voluntarily excluded from conducting business with a federal department or agency of the federal government. Information on debarment is available at the following websites: www.sam.gov/portal/SAM

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CONTRACTOR OREGON DEPARTMENT OF FORESTRY

By:______________________________ By:_______________________________ Date Date

Print Name and Title Print Name and Title

DEPARTMENT OF JUSTICE DEPARTMENT OF ADMINISTRATIVE SERVICES

Approved for Legal Sufficiency (Required for Contracts in excess of $1,000,000 as per (Required for Contracts in excess of $250,000) DAS Delegation # DASOBO-00021313)

By: By:

Assistant Attorney General Date Date http://www.sam.gov/portal/SAM

EXHIBIT A

STATEMENT OF WORK

Part I. General Information

This Statement of Work (SOW) provides for environmental planning and compliance Services from key personnel, including a Hydrologist and a Fisheries Biologist in support of forest management projects on the Umatilla National Forest (the “Project”). The Contractor will provide a Hydrologist and a Fisheries Biologist, each serving as members of the Umatilla National Forest (UNF) Interdisciplinary Team (IDT).

Contractor’s key personnel will perform Services that include data acquisition, project analysis, document development and reporting. Tasks include, but are not limited to: analysis and effects analysis using common Forest Service programs (ECA, GRAIPLite, Stream surveys, etc); National Environmental Policy Act (NEPA) specialist document development;

preparation of Biological Assessments and Evaluations; development of response to comments and objections; and collection of data.

The Contract will be led and administered by Oregon Department of Forestry (ODF). Task specifications and Project direction will be administered by the UNF Project Manager (UNF-PM).

Contractor will provide its key personnel with transportation to-and-from the field. Contractor’s key personnel will attend IDT meetings in-person, with the frequency and duration as indicated below. UNF-PM or Agency may provide for Contractor’s key personnel attendance by video teleconference depending on Contractor’s proximity to Forest Service offices. UNF-PM anticipates that Contractor will provide services for 20-40 hours per week during the term of the contract.

Part II. Work Specifications and Performance Requirements

1. General Work Requirements

A. Pre-Work Meeting

Before beginning work, Contractor’s key personnel shall attend an onsite pre-work meeting with the UNF-PM.

The meeting will be used to review the SOW, Project objectives, available data, data gaps, required Deliverables, Work schedule, quality control expectations, and field access.

B. Work Schedule

The Contractor’s key personnel are expected to perform Services for approximately 20-40 hours per week, depending on project demands. The Contractor will provide Project support until such support is no longer needed or until a total of 450 workdays have been expended, with 225 workdays allocated per position.

Contractor must be available during United States Forest Service (USFS) operating hours.

C. Tribal Coordination

The Contractor shall coordinate with the Nez Perce Tribe and the Confederated Tribes of the Umatilla Indian Reservation to incorporate cultural values, traditional ecological knowledge, and tribal priorities into Project planning and implementation, as directed by UNF-PM.

D. Communication

As directed by the UNF-PM, the Contractor shall coordinate and facilitate meetings including, but not limited to, Contract progress meetings with ODF and the UNF-PM, public involvement meetings, and project-specific planning and collaboration meetings. Meetings may be conducted in person or through electronic platforms, as appropriate.

E. Data, Documentation and Reports

The Contractor shall enter all collected data and observations into the applicable digital datasets in accordance with USFS data management protocols. The Contractor shall file all required project record materials including photographs, data forms, spreadsheets, analyses, references, and reports as directed by the UNF-PM. The Contractor shall prepare resource reports and other related documentation necessary to describe procedures, findings, and recommendations, then submit all final documents and reports to the

UNF-PM.

F. Section 508 Compliance

Contractor must ensure that final documents comply with Section 508 of the Rehabilitation Act (29 USC 794d) and all applicable regulations. Contractor shall deliver final documents in formats suitable for web posting which includes PDF and Word. Any other format must be approved by UNF-PM.

G. Project Record

The Contractor shall submit reports, field notes, data, and cited literature for inclusion in the official Project record until the decision is signed. The Contractor shall provide all Deliverables in electronic format and shall comply with the Project Record Management requirements of the Pinyon Public database. All planning data, maps, files, reports, computer records, audio or video recordings, disks, and other materials, including all information and data collected by the Contractor and any subcontractors, shall become part of the permanent administrative record. Such information and data shall be deemed non-proprietary and non-confidential, except for information protected from disclosure under Exemption 4 of the Freedom of Information Act.

H. National Environmental Policy Act (NEPA), Environmental Analysis and Decision Making (EADM) and Endangered Species Act (ESA) Support

In support of NEPA, EADM and ESA requirements, the Contractor shall perform the following as directed by the UNF-PM:

i. Conduct project-level or landscape-level (or both) assessments for the purpose of evaluating existing conditions, identifying trends, and prepare documentation supporting project or landscape determinations. Such work may include literature review, field data collection, and analysis of relevant information. Contractor shall prepare reports and other documentation of methods, findings and conclusions, as required by the UNF-PM.

ii. Conduct field assessments, preliminary project reconnaissance, support consultation within the NEPA process, and resource related field work. Such field work may include assessing the condition of water control or drainage structures including culverts, cross drains, and ditches; surveying for the presence of ESA-listed species; assessing habitat for ESA-listed species; and supporting implementation of other forest and watershed related restoration activities.

iii. Collect, update, and inventory data necessary to support forest management projects. Use existing UNF data and information to the maximum extent possible. New data collection shall be conducted in accordance with established UNF protocols and methods, including applicable Forest Service Manual, and local supplement requirements. Such work may include GPS data collection, mapping, GIS analysis, and data entry in accordance with USFS standards. All analyses shall be performed using rigorous and technically sound analytical methods.

iv. Receive, process, analyze, store, and summarize public comments and other similar content, including survey responses and media content, as directed. This work may require use of government-furnished software.

v. Design monitoring plans for resources, projects, USFS forest planning efforts and programs, as directed by UNF-PM. The Contractor may be directed to implement monitoring plans and prepare related monitoring reports.

vi. Develop and implement collaboration and communication plans with USFS, other federal agencies, and the public, as directed by the UNF-PM.

vii. Plan for and provide technical writing and editing support for documents related to NEPA efforts, landscape analyses, watershed assessments, travel management, and other programs. Such work may include preparation of resource reports and other documents that describe procedures, findings, and recommendations.

2. Specific Role Requirements

A. Hydrologist

The Contractor shall provide a Hydrologist who meets the Key Personnel requirements below. The Hydrologist is responsible for:

i. Performing hydrologic resource inventory, analysis, and monitoring activities as required.

ii. Demonstrating knowledge of applicable federal, state, county, and local laws, regulations, and requirements, including the Clean Water Act and applicable national and local Best Management Practices (BMPs).

iii. Collecting field data necessary to:

• Evaluate the effects of proposed management activities on watershed hydrology, channel morphology, aquatic habitat, water quality, water chemistry, wetlands, vernal pools, surface water, and groundwater.

• Identify nonpoint source pollution protection and mitigation requirements consistent with applicable BMPs.

iv. Evaluating cumulative watershed effects and identifying mitigation measures including:

• Analyzing the location and condition of flood plains, wetlands, and riparian management areas that may require additional precautions and mitigations.

• Collecting sufficient field information to assess the existing conditions of the water resources for the project area in conjunction with soil and fisheries resources.

v. Evaluating and documenting channel, stream bank and flood plain stability, and threat of onsite and downstream impacts using local USFS evaluation and analysis protocols.

vi. Providing general NEPA support utilizing policy and procedures contained in Forest Service Manual 1950 (to be provided at the pre-work meeting).

vii. Preparing analyses and documentation for the responsible official and project record sufficient to support full disclosure of effects related to identified issues in scoping, comment, and final EA documents including the Aquatics Report, Biological Evaluation (BE), and Biological Assessment

(BA).

viii. Performing varying levels of resource analysis, field investigations, public involvement, including meeting coordination, meeting facilitation, and document preparation including writing, editing, and compilation of final documents.

ix. Demonstrating familiarity with applicable information, models, and datasets including:

• Geographic Information Systems (GIS) data including fish distribution, designated critical habitat, roads and haul routes, trails, streams, proposed treatments, drafting sites, and Riparian Habitat Conservation Area (RHCA) buffers.

• Aquatic Stream Survey (AqS) information.

• Road data, roadwork package and logging system analysis.

• Potentially applicable project design criteria (PDCs), mitigation measures and BMP’s.

• Aquatic Report, BE and BA templates.

• Management Indicator Species (MIS) and Regional Forester Sensitive Species lists.

x. Demonstrating knowledge of and ability to perform:

• Equivalent Clearcut Area (ECA) modeling and analysis

• GRAIP lite sediment delivery modeling and analysis

xi. Participating in weekly (at a minimum) virtual or in-person check-ins with the District Ranger for the Project area or the UNF-PM, and attending other resource meetings beneficial to project completion.

xii. Coordinating closely with the IDT, particularly the Soil Scientist and Fisheries Biologist, to ensure hydrologic analyses are integrated with other resource analyses.

B. Fisheries Biologist https://www.fs.usda.gov/pnw/pubs/pnw_gtr637.pdf https://research.fs.usda.gov/rmrs/projects/graiplite

The Contractor shall provide a Fisheries Biologist who meets the Key Personnel requirements…