RFPAttA - Sample PSK for 54 North FY26.pdf

RFP: S-62900-00014694 – 54 North Fuels Reduction & Huckleberry Restoration FY26 Att A

Contract: PO-62900-000XXXXX Contractor:

ATTACHMENT A

STATE OF OREGON PERSONAL/PROFESSIONAL SERVICES CONTRACT

CONTRACTOR: DEPARTMENT OF FORESTRY

Administrator:

Title:

Address:

Administrator: Kyle Sullivan Title: Federal Forest Restoration Program Lead Address: 2600 State St. Bldg. D Salem, OR 97310

Phone:

Email:

Federal ID #:

Phone: 541-285-8685 Email: kyle.m.sullivan-astor@odf.oregon.gov

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

The Agency issued Request for Proposal (RFP) No. S-62900-000XXXXX seeking Proposals from qualified and responsible Proposers to provide the Services described in this Contract. Contractor submitted a Proposal in response to the RFP offering to provide the Services pursuant to the terms and conditions set forth herein.

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 June 30, 2026 whichever date occurs last. Contract termination shall 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 526.274 and DAS Delegation Agreement REQ-DASOBO-00065874 (as amended).

2. Statement of Work. Contractor shall perform the work (the “Work” or “Services”) 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.

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.

4. Contract Documents.

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

• Contract less all exhibits, mailto:kyle.m.sullivan-astor@odf.oregon.gov

• Exhibit A (the Statement of Work), and Appendices A, B, and C.

• Exhibit B (Required Insurance),

• Exhibit C (Independent Contractor Certification Statement).

• Solicitation RFP No. S-62900-00014694

• Contractor’s Proposal.

5. Independent Contractor; Responsibility; Key Personnel

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.

d. Contractor acknowledges and agrees that the Agency selected Contractor and is entering into this Contract, because of the required special qualifications, as indicated in the RFP, of Contractor's Key Personnel identified in the Statement of Work (each a “Key Person” and, together, “Key Persons” or “Key Personnel”). Neither Contractor nor a Key Person shall delegate performance of the powers and responsibilities that a Key Person is required to provide under this Contract to another Contractor employee, subcontractor or agent without first obtaining the written consent of the Agency. Further, Contractor shall not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining Agency's written consent to such re-assignment or transfer, which the Agency will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that the Agency approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, the Agency may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person, if requested. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by the Agency will thereafter be deemed a Key Person for purposes of this Agreement and the Statement of work deemed amended to include such Key Person.

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 Sections 5, 6, 7, 9, 10, 11, 14, 15, 16, 18, and 23. 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.

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) “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 or U.S. Forest Service pursuant to the Work.

b. Ownership. 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 the U.S. Forest Service, and such Work Product shall be made available to Agency, only upon its specific request. The U.S. Forest Service is an intended beneficiary of this Section 10 of this Contract.

c. Future use of data. All field notes, maps, electronic data, photographs or digital images, and artifacts collected or generated from this procurement are considered property of the United States Government and will be submitted to the UNF Project Manager with the final inventory report at the conclusion of the project. All computer files generated or gathered as a result of this Contract must be deleted from all non-federal computers used by the Contractor (or his/her subcontractors) immediately following submission of the final Deliverables. During the course of the Contract, reasonable precautions will be taken to avoid the disclosure of archeological sites and federally protected species locations to all but authorized USFS personnel.

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

ATTORNEY’S 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 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 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 are 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 in Attachment 1, 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 and ORS Chapters 316, 317 and 318;

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 Attachment 1 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:

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

(ii) 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.

16. 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.

17. 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.

18. 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.

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

20. 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 20. 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.

21. 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.

22. 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.

23. 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 (and/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.

24. 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.

25. Amendments. Agency may amend this Contract to the extent permitted by applicable statutes and administrative rules in accordance with OAR 125-247-0805. Amendments may include, but are not limited to the following:

(a) Amendments to the Statement of Work of the Contract to add or subtract services to/from the Statement of Work;

(b) Amendments to extend the term of the Contract; and

(c) Amendments to payment provisions associated with Amendments (a) or (b) above.

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.

26. 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.

27. 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 180.750 (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 sub grantee that will be subject to those provisions.

28. 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

Approved for Legal Sufficiency (Required for Contracts in excess of $250,000)

By:

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

RFP: S-62900-000XXXXX – 54 North Fuels Reduction & Huckleberry Restoration FY26 Att A

EXHIBIT A

STATEMENT OF WORK

1. Introduction This Statement of Work (SOW) provides for the analysis and documentation of the 54 North Fuels Reduction and Huckleberry Restoration Good Neighbor Authority (GNA) Project on the North Fork John Day Ranger District on the Umatilla National Forest (UNF) (“the project”). The Contract will be led and administered by the Oregon Department of Forestry Federal Forest Restoration Program Lead or designated ODF representative. Task specifications and project direction will be administered by the UNF Project Manager (UNF-PM).

2. Scope (“the Work”) The Contractor will perform analysis and generate reports. This information will be used by the Forest Service line officer to make a decision based on information disclosed in the Environmental Assessment, FONSI, and supporting record. The project’s background, purpose and need are further described in Appendix A. The project must also comply with relevant environmental laws and be consistent with the Umatilla National Forest Land and Resources Management Plan as amended. See Umatilla Forest Plan Standards and Guidelines at:

https://www.fs.usda.gov/main/umatilla/landmanagement/planning

Fieldwork will not be necessary under this contract.

Work includes project tasks and required meetings as listed below. Contractor must provide any and all qualified personnel, transportation, labor, supervision, equipment, supplies, permits, licenses, and incidentals not already provided as U.S. Government furnished property, that are necessary to complete the analysis documents. Work also includes all specified Deliverables to be provided in the format and at the times specified in Section 5 – Deliverables and Deadlines.

3. Location The project is located in the North Fork John Day Ranger District of the UNF. The nearest town with lodging is Ukiah, Oregon.

4. Tasks and Required Meetings The following section specifies the minimum tasks that Contractor must complete to fulfill the obligations of this SOW.

Task 1: Attend and Participate in Pre-Work Meeting

1.1 Key Personnel from the Contractor’s staff will participate in a virtual pre-work meeting (4 hours), to be hosted by the UNF and Agency upon receipt of the Notice to Proceed. The date for the meeting will be agreed to by all parties but must take place within ten (10) business days of Contract award. The coordination of the meeting will be the responsibility of the UNF. The Contractor must be prepared to actively participate in the meeting, lead a discussion of the total time frame for the preparation of project Deliverables and provide specific dates to correspond with the Deliverable Schedule in Section 5 – Deliverables and Deadlines and inspection timeframe needs specified in Section 6 – Inspection and Acceptance. Any additional changes to the Contractor provided dates (as originally agreed upon at the pre-work meeting) must be approved in writing by UNF-PM.

1.2 At the meeting, the Contractor will present their management plan, including their proposed plan of action and timeline for the overall Contract and each task. The Contractor must actively participate and arrive prepared with any questions for the UNF staff to ensure they can meet all Contract deliverables and deadlines.

1.3 The Contractor must type up notes from the meeting, identify all participants, summarize the issues discussed, and describe any agreements and/or decisions reached. Notes are due within five (5) business days of the meeting.

https://www.fs.usda.gov/main/umatilla/landmanagement/planning

Task 2: Progress Review Meetings

2.1 In consultation with the UNF-PM, Confederated Tribes of the Umatilla Indian

Reservation (CTUIR), and ODF, the Contractor will schedule and conduct virtual progress review meetings once a month, lasting 1-2 hours or as requested by UNF- PM. The Contractor is expected to have in attendance, or as otherwise available, enough members of the Contractor’s team to adequately address task progress, any issues, and preliminary determinations.

2.2 The Contractor must coordinate with UNF-PM and ODF on agenda development at least five (5) business days prior to the meeting. After making any necessary adjustments or additions to the agenda, ODF and UNF-PM will send the final agenda to all parties two (2) business days prior to the meeting. The agenda must, at a minimum, include the Contract tasks to be discussed.

2.3 The purpose of these meetings is to give a brief oral report on Contract task progress, and any issues or needs the Contractor has. The Contractor will not use these meetings to present task content and/or Deliverables unless there is an issue that will require the Contractor to inform the UNF and CTUIR teams.

2.4 The Contractor and any subcontractors will not use these meetings to exchange information with one another. This coordination must occur on the Contractor's own time.

2.5 The Contractor will carry out additional communication and coordination activities with specialists as required to facilitate project progress and completion. The Contractor must keep the UNF-PM informed of this communication.

2.6 The Contractor must type up notes from the meetings, identify all participants, summarize the issues discussed, and describe any agreements and/or decisions reached. Notes are due to the UNF-PM and ODF within two (2) business days of the meeting.

Task 3: Wildlife BE

3.1 The Contractor will write the Biological Evaluation (BE) to determine potential effects of implementing the project on Threatened, Endangered, Proposed, Management Indicator Species (MIS) and Region 6 Sensitive (TEPS) species and associated suitable habitat. Written approval of the determinations of effect must be obtained from the UNF-PM for all TEPS species prior to the development of the draft BE.

3.2 The Contractor must evaluate and document that the project will be consistent with the desired future conditions, standards, and guidelines of the Umatilla National Forest Plan.

3.3 The Contractor will identify applicable project design criteria (PDC’s) to ensure consistency with law, regulation, and policy. Any changes and/or additions to provided PDC’s, mitigation measures or best management practices (BMP’s), must be submitted to UNF-PM for review and written approval prior to the development of the draft BE. The Contractor will propose design features and/or mitigation measures to ensure consistency with law, regulation, and policy.

3.4 The BE must contain the standard BE requirements found in Forest Service Handbook 2672.4.

3.5 The Contractor will determine if Endangered Species Act consultation is necessary. If a consultation is necessary, the Contractor must modify the BE for consultation and support the UNF Biologist during the resulting U.S. Fish and Wildlife Service (USFWS) review and consultation.

Task 4: Aquatics Report and Fisheries BE

4.1 The Contractor will prepare an Aquatics Report pursuant to this section that incorporates each item listed in subsection 4.2.

4.2 The UNF-PM will provide the following:

• Necessary corporate Geographic Information Systems (GIS) data including:

a. Fish distribution

b. Designated critical habitat

c. Roads and haul routes

d. Trails

e. Streams

f. Proposed treatments

g. Drafting sites

h. RHCA buffers

i. Aquatic Stream Survey (AqS) information

• Road data, roadwork package and logging system analysis

• Potentially applicable PDC’s, mitigation measures and BMP’s.

• BE and BA templates

• List of MIS and Regional Forester Sensitive Species

• Equivalent Clearcut Area model outputs

4.3 The Contractor and UNF hydrologists will work directly with UNF fisheries biologists to determine supporting documentation and analysis needed to meet requirements of the Aquatics Report and determine any applicable PDC’s needed.

4.4 The Contractor will complete all analyses using GIS layers approved in writing or provided by

UNF-PM.

4.5 The Contractor must identify applicable PDC’s to ensure consistency with law, regulation, and policy. Any changes and/or additions to the provided PDC’s, mitigation measures and/or BMP’s, must be submitted to UNF-PM for review and written approval. The Contractor will coordinate between hydrology, soils, and fisheries specialists to develop consistency.

4.6 The Contractor must write the Aquatics Report to determine the potential effects of implementing the project on MIS and Regional Forester Sensitive Species.

4.7 At a minimum, the Contractor must provide an evaluation of treatment alternatives based on their effects on the following:

• Hydrologic function, floodplains, and wetlands

a. Road density (mi/mi2)

b. Roads in Riparian Habitat Conservation Area (RHCA) (mi)

• Road stream crossings (number)

a. Haul routes (compare haul-related road surface sedimentation among alternatives)

b. Water Quality

c. Water temperature

d. Sediment (see above under haul routes)

• Water Yield and Peak Flow

a. Equivalent Clearcut Area (ECA <15%)

b. Road density

4.8 Contractor’s email communications regarding the Aquatics Report and Fisheries BE must include the North Fork John Day Fish Biologist, Forest Fish Biologist, and Threatened and Endangered Species Coordinator (UNF Biologists).

Task 5: Fisheries BA

5.1 The Contractor will write the Fisheries Biological Assessment (BA) to determine potential effects of implementing the project on Endangered Species Act (ESA) listed species, their Designated Critical Habitat, and Essential Fish Habitat as designated by the Magnuson-Stevens Fishery Conservation and Management Act.

5.2 Contractor’s email communications regarding the Fisheries BA must include the North Fork John Day Fish Biologist, Forest Fish Biologist, and Threatened and Endangered Species Coordinator (UNF Biologists).

5.3 The Contractor will keep the UNF Biologists informed of all pertinent issues and developments in addition to maintaining close coordination with UNF Biologists regarding the review of the Fisheries BA and consultation with the U.S. Fish and Wildlife Service (USFWS) and National Marine Fisheries Service (NMFS). This level of coordination will require additional meetings and calls with UNF Biologists outside of the monthly progress review meetings.

5.4 The UNF-PM will present the proposed action during a meeting with the USFWS and NMFS.

Although optional, it’s suggested that the Contractor attend this meeting (virtually) to hear the presentation and comments from USFWS and NMFS, which will inform the Fisheries BA development and subsequent required meetings with USFWS and NMFS (see Task 5.5).

5.5 The Contractor must assist UNF Biologists in managing the Fisheries BA review and consultation with USFWS and NMFS. This assistance will include at least two (2) full review cycles with each involving:

• Submission of the BA to USFWS and NMFS for review.

• Incorporation of comments and requested revisions received from USFWS and NMFS.

• Participation in meetings (virtually) with the USFWS and NMFS to address their clarifying questions about the BA.

Task 6: Socioeconomic and Recreation Reports

6.1 The Contractor must determine project compliance with relevant law, regulation, and policy which includes, but is not limited to, the Multiple-Use Sustained Yield Act of 1960, National Environmental Policy Act of 1969, Planning Act of 1974, and National Forest Management Act of 1976.

6.2 The Contractor will write a socioeconomic report.

6.3 The Contractor must use impact analysis for planning (IMPLAN) or a similar economic impact assessment model to estimate the potential economic impacts of the project and will document if these impacts will be measurable.

6.4 The Contractor will write a recreation report.

6.5 The Contractor must evaluate the proposed action to determine if it will impact visitor use. If potential impact is found to exist, Contractor will develop relevant PDC’s that ensure the project is consistent with the Forest Plan management areas A3-Viewshed 1, A4-Viewshed 2, and A6- Developed Recreation standards and guidelines. The UNF will provide the Contractor with example analysis and example PDC’s.

Task 7: Data Management

7.1 The Contractor must store Contract Deliverables and supporting information in the file structure and format prescribed by UNF (see Appendix C).

7.2 The Contractor will provide a table of contents for each Deliverable.

5. 5. Deliverables and Deadlines Unless otherwise specified above, Deliverables are due as proposed in the Deliverable Schedule below with the schedule based on the Contract award date and the Contract end date of June 30, 2026. The due dates listed in the table below are expressed as federal business days unless otherwise noted.

Draft documents must be posted on the Forest Service’s Pinion Drive. UNF comments on all draft documents in this SOW, including comments on the draft Deliverables, will be submitted on the file sharing site unless otherwise listed or agreed to in writing by the UNF-PM. The Contractor must incorporate UNF comments and repost a final version on the file sharing site unless stated otherwise. Draft Deliverables for review will be in Microsoft Word and UNF comments on those drafts will be in the form of Microsoft Word “track changes.”

All documents must include the required Environmental Protection Agency (EPA) document properties and broken down as…