RFQ 04072 - Heritage Surveys NEPA Planning for the 27 Rd CE_Final.pdf

RFQ #62900-02437 Heritage Surveys Services on the Mount Hood National Forest

REQUEST FOR QUOTE

ISSUE DATE: August 23, 2022

RFQ #: S-62900-00002437 RFQ DUE DATE &

TIME:

Tuesday, August 31, 2022

@ 2:00 PM

REQUESTED BY: CENTRAL OREGON DISTRICT DELIVER TO: CONTRACT SERVICES

PROGRAM

PROGRAM: Contract Services Program NAME: Zaida Zuniga ADDRESS: 3501 NE 3rd Street ADDRESS: 2600 State Street CITY, STATE, ZIP: Prineville, OR 97754 CITY, STATE, ZIP: Salem, OR 97310 EMAIL: Cameron.T.Scott@odf.oregon.gov EMAIL: ZAIDA.L.ZUNIGA@odf.oregon.gov

TELEPHONE 541-903-0532 TELEPHONE: 971-301-0133

DESCRIPTION

The State of Oregon, acting by and through the Department of Forestry (“Agency” or “ODF”), is issuing this Request for Quote (“RFQ”) to establish a Contract for Heritage Surveys Services (the “Services” or “Work”) to support NEPA planning for the 27 Rd CE on the Mount Hood National Forest.

The Mt. Hood National Forest (MHNF) and the Oregon Department of Forestry are seeking a cultural resource management contractor to complete Section 106 of the National Historic Preservation Act compliance work for approximately 1,500 acres within the 27 Road Fuels Reduction project area. The project is located in T. 2S R. 11E; T.2S R.

12E; T. 3S R. 11E; T. 3S R. 12E; T. 4S R. 11E; and T. 4S R. 12E (Figure 1). The primary access routes are Oregon Highway 197, Dufur Valley Road, Friend Road, and Forest Service Road 27. Several roads of varying conditions (native surface, gravel, and paved) access the project area providing direct access to proposed survey areas. Elevation in the project area varies from approximately 2,200 to 3,600 feet above sea level. Terrain and vegetation throughout the proposed survey units vary, including gently sloping hills in drier pine/oak vegetation zones to sloping hillsides in wetter Douglas-fir/grand fir vegetation zones and riparian areas.

All documentation will meet the Secretary of Interior's Professional Standards (SIPS) and will be completed by an archaeologist meeting the SIPS. Please include curriculum vitae for the Principal Investigator and all crew members in the Quote.

A Permit for Archaeological Investigations will need to be obtained for the survey work described here. Please contact Mt.

Hood National Forest Heritage Staff to begin that process.

Fieldwork is expected to commence in late summer or fall 2023. All deliverables, including GIS information, will be submitted to the MHNF by May 26, 2023.

Additional details on the Scope of the goods or services or both are included in the Statement of Work, Attachment A, Exhibit A.

Agency anticipates the award of one Contract from this RFQ. The Contract will be to collect data and record new cultural resources necessary to inform those findings. Contract work will include contact with Oregon Department of Forestry (ODF) and MHNF personnel.

Quote must be submitted via email to zaida.l.zuniga@odf.oregon.gov

Bid Item

Description Quantity Unit Unit Price

Total Amount

1. Pre-work Meeting 1 Notes $ $

2. Pedestrian Inventory Surveys & All Documentation

1500 Acres $ $

3. Previously Recorded Site Updates 4 Sites $ $

4. Cultural Resources Inventory Report

1 Report $ $

BID

TOTAL

COMPANY NAME:

ADDRESS: CITY, STATE, ZIP:

CONTACT NAME: E-MAIL:

CONTRACTOR SIGNATURE

By signature below the undersigned certifies that they are authorized to act on behalf of the quoter and will comply with all aspects of the quote herein.

_______________________________________________ Date ______________________ mailto:zaida.l.zuniga@odf.oregon.gov

ATTACHMENT A — SAMPLE CONTRACT

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 Administrative Services and 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 23, 2023, 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 530.050 and 526.041, and the Department of Administrative Services (DAS) Delegation #DASOBO-00021313 (as amended).

2. Statement of Work. 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.

3. Consideration

a. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is (xxxxx). Payment will be made in accordance with section 6 of Exhibit A (Statement of

CONTRACTOR: DEPARTMENT OF FORESTRY

Administrator:

Title:

Address:

Phone:

Email:

Federal ID #:

Administrator: Cameron Scott

Title: Federal Forest Reforestation Coordinator

Address: 3501 NE 3rd St.

Prineville, OR 97754

Phone: (541) 447-5658

Email: Cameron.t.scott@odf.oregon.gov

Work). Agency will not pay Contractor any amount in excess of the price per plot set forth in section 6 of Exhibit A (Statement of 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.

c. Agency will pay only for completed Work that is accepted by Agency in accordance with specifications and process set forth in Exhibit A (Statement of Work). Agency shall not reimburse Contractor for any expenses under this Contract.

d. Contractor shall submit invoices to Agency’s Contract Administrator. Contractor shall describe Work performed with particular invoices in accordance with Exhibit A (Statement of Work) #6 Invoice Payment Terms.

4. Contract Documents. This Contract consists of the following documents, which are listed in descending order of precedence: this Contract less all exhibits, attached Exhibits A (Statement of Work, Exhibit A-E), Appendices B – I).

These exhibits and appendices are attached hereto and incorporated herein by this reference.

5. Independent Contractor; Responsibility for Taxes and Withholding; Key Persons.

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 ITB, 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 both Agencies and ODF Federal Forest Restoration (FFR) Coordinator’s written consent to such re-assignment or transfer.

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 in writing 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 Bidders, 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 U.S. Government. Without limiting the generality of the foregoing, all field notes, maps, electronic data, draft and final Deliverables, photographs or digital images, and artifacts collected or generated, or otherwise produced, in the performance of this Contract are considered and shall become the sole property of the U.S. Government and will be submitted to the MHNF PM with the final inventory report at the conclusion of the project.

The Contractor agrees not to assert any rights of common law or inequity or establish any claim to statutory copyright in such data. The Contractor shall not publish or reproduce such data in whole or in part or in any manner or form, or authorize others to do so, without the written consent of the U.S. Government, until such time as the U.S. Government may have released such data to the public.

c. Contractor Intellectual Property. The Contractor hereby grants to the Agency and U.S. Government, a royalty-free, nonexclusive, and irrevocable license throughout the work to 1) publish, translate, reproduce, deliver, perform, use, and dispose of, in any manner, all data which are not first produced or composed in the performance of this contract, but which are incorporated in the work furnished under this Contract, and 2) to authorize others to do so.

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

e. Distribution. The distribution of information relating to this Contract shall be governed by Public Law 96-95, October 31, 1979 (93 Stat.727), as follows:

Section 3. (a) Information concerning the nature and location of any archaeological resource for which the excavation or removal requires a permit or other permission under this Act or under any other provision of Federal law may not be made available to the public under subchapter II of Chapter 5 of the Title 5 of the United States Code or under any other provision of law unless the Federal land manager concerned determines that such disclosure would:

Further the purpose of this Act or the Act of June 27, 1960 (16 USC 469-469c) and create a risk of harm to such resources or to the site at which such resources are located.

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 NY 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 its 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 (such as, but not limited to, Contractor’s engagement in “ghosting” one or more plots (i.e., recording of cruise data without visiting plot)) or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this Contract within the time specified in the Work Plan and Delivery Schedule (see Exhibit A (Statement of Work)) 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, except when Agency suspends Contractor’s Work pursuant to Section 13.f, 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) Offsetting against any payment(s) due or expense(s) reimbursable to Contractor an amount equal to payments previously made related to Contractor’s default.

(v) Charging Contractor for Agency’s reasonable costs or expenses in investigating Contractor’s Work related to the default.

(vi) Pursuing collection of liquidated damages in accordance with section 1.17 of Exhibit A, (Statement of Work).

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.

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) calendar 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, in the exercise of its reasonable administrative discretion, 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 its 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 Agency all of Agency’s property (including without limitation any Work or 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 Agency property 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.

f. Agency's Right to Suspend Work.

(i) Agency may immediately suspend portions or all of the Work due to causes including, but not limited to:

(A) Failure of the Contractor to carry out any provision of this Contract.

(B) Failure of the Contractor to carry out written instructions from Agency.

(C) Conditions which, in the opinion of Agency, are unsuitable for performing the Work.

(D) Time required by Agency to investigate Contractor’s performance of Work or stand conditions; or

(E) Any reason considered by Agency to be in the public interest.

In no event shall Agency be liable for any costs incurred by Contractor by reason of delay or suspension under this subsection.

(ii) When a suspension occurs under (f)(i)(C), (D), or (E) above, Contractor may request an extension of time for performance of this Contract, for a period not to exceed the period of time during which Work was suspended. The request for extension must be in writing and:

(A) Shall be accompanied by the written consent to an extension of the security by Contractor’s surety.

(B) Shall state the date to which the extension is desired, and the Work affected; and

(C) Must be received by Agency no later than ten (10) days following notice to Contractor that Work may re-commence.

Agency shall not unreasonably withhold approval of extension requests made under this subsection.

(iii) When work re-commences after the suspension, Contractor shall complete the Work in every respect as though prosecution had been continuous and without suspension.

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; provided however that 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 report. During the course of the Contract work, Contractor must take reasonable precautions to avoid the disclosure of archeological sites and federally protected species locations to all but authorized Contractor personnel.

15. Compliance with Applicable Laws and Standards. Contractor shall comply with all federal, state and local laws, regulations, and ordinances applicable to this Contract or to Contractor’s obligations under this Contract, as those laws, regulations, and ordinances may be adopted or amended from time to time. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws and regulations to the extent they are applicable to the Contract: (i) the Oregon Forest Practices Act and all regulations promulgated pursuant thereto; (ii) all rules and regulations of the Oregon State Board of Health; (iii) all rules and regulations of the Oregon Environmental Quality Commission relating to the protection of soil, air, and water resources; and (iv) Compliance with updated worker protection standards and applicable federal regulations related to the protection of workers, handlers and other persons from agricultural pesticides.

16. Tax Compliance. 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 tax laws 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.

e. 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.

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 in relation to its performance of its obligations 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. Any communication or notice so addressed and mailed shall be effective five (5) business 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 (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.

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. 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. ODF may extend the term of this Contract to allow time for additional stand level inventory services. No amendment to this Contract shall be effective unless and until 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 Tax Identification 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:

Federal Tax ID#: _____-___________________ or SSN#: ________-_________-________

Agency may report the information set forth above to the Internal Revenue Service (IRS) under the name and social security number or taxpayer identification number provided.

b. Certification. The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury that: (a) the number shown on this form is Contractor’s correct taxpayer identification; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, Contractor is not in violation of any Oregon tax laws named in ORS 305.380(4), including without limitation the state inheritance tax, gift tax, personal income tax, withholding tax, corporation income and excise taxes, amusement device tax, timber taxes, cigarette tax, other tobacco tax, 9-1-1 emergency communications tax, the homeowners and renters property tax relief program and local taxes administered by the Department of Revenue, including the Multnomah County Business Income Tax, Lane Transit District Tax, Tri-Metropolitan Transit District Employer Payroll Tax, and Tri- Metropolitan District Self-Employment Tax; (d) Contractor is an independent contractor as defined in ORS 670.600; (e) the supplied Contractor data is true and accurate (f).Contractor has a written policy and practice that meets the requirements described in HB 3060 (2017) Oregon Laws, chapter 212, for preventing sexual harassment, sexual assault and discrimination against employees who are members of a protected class and that the Contractor shall maintain the policy and practice in force during the entire term of this Contract.

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 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.

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

30. Miscellaneous Provisions.

30.1. Certifications. The individual signing on behalf of Contractor hereby:

30.1.1. Certifies and swears under penalty of perjury to the best of the individual’s knowledge that:

(a) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup with holding.

(b) Contractor is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, that Contractor is not in violation of any Oregon tax laws and that for a period of no fewer than six (6) calendar years preceding the Effective Date of this Contract, Contractor faithfully has complied with: (i) all tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) 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 (iv) any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions;

(c) Contractor is an independent contractor as defined in ORS 670.600; and

(d) The supplied Contractor tax identification numbers are true and accurate.

30.1.2. Certifies that, to the best of the undersigned’s knowledge, Contractor has not discriminated against and will not discriminate against any disadvantaged business enterprise, minority-owned business, woman-owned business, business that service-disabled veteran owns, or emerging small business certified under ORS 200.055 in obtaining any required subcontracts.

30.1.3. Certifies that Contractor has a written policy and practice that meets the requirements, described in ORS 279A.112, of preventing sexual harassment, sexual assault, and discrimination against employees who are members of a protected class. Contractor agrees, as a material term of the Contract, to maintain the policy and practice in force during the entire Contract term.

30.1.4. Certifies that the information provided on the attached Exhibit E, Independent Contractor Certification, is true and correct as of the Effective Date; and

30.1.5. Certifies that Contractor and Contractor’s employees and agents are not included on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets http://www.sam.gov/portal/SAM

Control of the United States Department of the Treasury and currently found at https://www.treasury.gov/ofac/downloads/sdnlist.pdf.

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.

CONTRACTORS: YOU WILL NOT BE PAID FOR SERVICES RENDERED PRIOR TO NECESSARY STATE

APPROVALS.

CONTRACTOR STATE OF OREGON DEPARTMENT OF

FORESTRY

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