RFQ S.15047 Att A_Sample PSK_WNF Calloway Heritage Survey_REVISED10.15.25.pdf

RFQ: S-62900-00015047 – Calloway Heritage Surveys (Willamette National Forest) Att A Contract: PO-62900-000XXXXX Contractor:

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 XXX, 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 October 15, 2027, 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 526.275 et seq.

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 $XX.XX. 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.

CONTRACTOR: DEPARTMENT OF FORESTRY

Administrator: Administrator:

Title: Title:

Address: Address:

Phone: Phone:

Fax: Fax:

Email: Email:

Federal ID #:

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: this Contract less all exhibits, attached Exhibit A (the Statement of Work), Exhibit B (Required Insurance), Exhibit C (Independent Contractor Certification Statement), Appendix A – Maps & Project Environment Sample Images. These exhibits A-C and Appendix A are attached hereto and incorporated herein by this reference.

5. Independent Contractor; Responsibility

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

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

c. Contractor understands and agrees that it is not an "officer", "employee", or "agent" of the

Agency, as those terms are used in ORS 30.265.

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

Title Name

Project Lead

Archaeologist/Principal Investigator

Neither Contractor nor any Key Person of Contractor shall delegate performance of Services any Key Person is required to perform under this Contract to others without first obtaining the Agency’s written consent.

Further, Contractor shall not, without first obtaining the Agency's prior written consent, re-assign or transfer any Key Person to other duties or positions so that the Key Person is no longer available to provide the Agency with that Key Person’s expertise, experience, judgment, and personal attention. If Contractor requests the Agency to approve a re-assignment or transfer of a Key Person, the Agency shall have the right to interview, review the qualifications of, and approve or disapprove the proposed replacement(s) for the Key Person. Any individual the Agency approves as a replacement for a Key Person is deemed a Key Person under this Contract. Contractor understands and agrees that the Agency may determine that the lack of experienced and qualified Key Persons constitute grounds to terminate this Contract.

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, 19, and 24. 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 the Agency or U.S. Forest Service (USFS) 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 USFS, and such Work Product shall be made available to the Agency, only upon its specific request.

The USFS 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 USFS District Archaeologist (WNF Heritage Government Technical Monitor) 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 survey report. 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

ATTORNEYS FEES, RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTIVITIES

OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER

THIS CONTRACT.

b. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF

SECTION 11.a, CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD

AGENCY, THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS,

DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS,

ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND

DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK

PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO AGENCY BY

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

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

THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE

DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD

PARTY; PROVIDED, THAT STATE SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN

NOTICE OF ANY INFRINGEMENT CLAIM.

c. CONTROL OF DEFENSE AND SETTLEMENT. CONTRACTOR SHALL HAVE CONTROL OF

THE DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO SECTIONS 11.a OR 11.b; HOWEVER, NEITHER CONTRACTOR NOR ANY ATTORNEY ENGAGED BY

CONTRACTOR SHALL DEFEND THE CLAIM IN THE NAME OF THE STATE OF OREGON OR

ANY AGENCY OF THE STATE OF OREGON, NOR PURPORT TO ACT AS LEGAL

REPRESENTATIVE OF THE STATE OF OREGON OR ANY OF ITS AGENCIES, WITHOUT FIRST

RECEIVING FROM THE OREGON ATTORNEY GENERAL, IN A FORM AND MANNER

DETERMINED APPROPRIATE BY THE ATTORNEY GENERAL, AUTHORITY TO ACT AS LEGAL

COUNSEL FOR THE STATE OF OREGON, NOR SHALL CONTRACTOR SETTLE ANY CLAIM

ON BEHALF OF THE STATE OF OREGON WITHOUT THE APPROVAL OF THE ATTORNEY

GENERAL. THE STATE OF OREGON MAY, AT ITS ELECTION AND EXPENSE, ASSUME ITS

OWN DEFENSE AND SETTLEMENT IN THE EVENT THAT THE STATE OF OREGON

DETERMINES THAT CONTRACTOR IS PROHIBITED FROM DEFENDING THE STATE OF

OREGON, OR IS NOT ADEQUATELY DEFENDING THE STATE OF OREGON’S INTERESTS, OR

THAT AN IMPORTANT GOVERNMENTAL PRINCIPLE IS AT ISSUE AND THE STATE OF

OREGON DESIRES TO ASSUME ITS OWN DEFENSE.

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

13. Default; Remedies; Termination.

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

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

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

(iii) Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the Work under this

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

b. Agency’s Remedies for Contractor’s Default. In the event Contractor is in default under

Section 13.a, Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

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

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

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

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

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

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

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

d. Contractor’s Remedies for Agency’s Default. In the event Agency terminates the Contract under Section 13.e(i), or in the event Agency is in default under Section 13.c and whether or not Contractor elects to exercise its right to terminate the Contract under Section 13.e(iii), Contractor’s sole monetary remedy shall be (a) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (b) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor. In no event shall Agency be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 13.d, Contractor shall pay immediately any excess to Agency upon written demand provided in accordance with Section 21.

e. Termination.

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

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

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

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

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

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

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

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

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

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

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

(iv) Return of Property. Upon termination of this Contract for any reason whatsoever, Contractor shall immediately deliver to the USFS all of its Work (including without limitation any Work Products for which the 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 the Agency expressly directs otherwise in such notice of termination. Upon the Agency's request, Contractor shall surrender to anyone the 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. 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 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.

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, 24, and 25.

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

21. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing by email, personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or Agency at the address, number or email address set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this Section 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.

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. No amendment to this Contract shall be effective unless it is in writing signed by the parties, and all approvals required by applicable law have been obtained.

27. Contractor Data and Certification.

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

Name (tax filing):

Address:

Business Designation (check one):

Corporation Professional Corporation Partnership Limited Partnership Limited Liability Partnership Limited Liability Company Sole Proprietorship Other:

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

28. Oregon False Claims Act.

a. The Contractor acknowledges that the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action or conduct by the Contractor pertaining to this Contract that constitutes a “claim” (as defined by the Oregon False Claims Act, ORS 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. Confidentiality.

a. Requirements. Subject to Section 29.c below, Contractor shall make reasonable efforts to maintain the confidentiality of any Confidential Information received from the Agency and shall not use such Confidential Information except in performing its obligations pursuant to this Agreement. For purposes of this Section 29, "Confidential Information" means all records, data, maps, draft and final reports, and other information produced by Contractor in carrying out the services under the Contract, as well as any information marked or designated in writing by either party as “confidential” prior to initial disclosure.

b. Exceptions. The confidentiality obligations imposed by this Section 29 do not apply to: (a) information that becomes part of the public domain through lawful means and without breach of any confidentiality obligation by the recipient; (b) information subsequently and rightfully received from third parties who have the necessary rights to transfer said information without any obligation of confidentiality; (c) information that was known to the recipient prior to the Effective Date without obligation of confidentiality; (d) information that is independently developed by recipient and documented in writing without use of, or reference to, any Confidential Information of the other party; and (e) information required to be disclosed by compulsory judicial or administrative process or by law or regulation;

provided that if Contractor is required to disclose Confidential Information under clause (e), Contractor shall first give the Agency notice and shall provide such information as may reasonably be necessary to enable Agency to take such action to protect its interests, if any; provided further that Agency is not required to assist Contractor in opposing disclosure of Confidential Information.

c. Public Records Law. Agency may disclose Confidential Information to the extent Agency deems disclosure is required by Oregon Public Records Laws, (ORS 192.410-192.505).

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 http://www.sam.gov/portal/SAM

ATTACHMENT A – SAMPLE CONTRACT

EXHIBIT A

STATEMENT OF WORK

PART I. GENERAL INFORMATION.

SECTION 1. PROJECT OVERVIEW

This Statement of Work (SOW) details the required surveys, field data collection, and report production for cultural resource inventory associated with the TSB and Wolf timber sale projects located on federal land managed by the U.S. Forest Service (“USFS” or “Forest Service”), McKenzie River Ranger District, Lane and Linn County (Area of Potential Effect (APE)) in the Willamette National Forest (WNF). The Contractor will complete Section 106 of the National Historic Preservation Act (NHPA) compliance Work (Phase I and II) for the TSB and Wolf project area (hereinafter referred to as “the Project”).

The TSB and Wolf projects must comply with Section 106 of the National Historic Preservation Act of 1966 as amended (NHPA) (16 U.S.C. 470) and the procedures of the Advisory Council of Historic Preservation (ACHP) as outlined within 36 CFR 800. The APE for physical effects to historic properties has been determined to be the entire project area. Based on environmental conditions and existing data, approximately 800 acres have been identified by WNF as requiring a cultural resource survey. A total of 6 cultural resources (3 sites and 3 isolates) have been previously recorded within or immediately adjacent to the APE/Project area. These resources, along with any other known cultural resources identified during the literature review and ethnographic research, will require a visit and documentation as necessary. Cultural resources that may be encountered during survey include both pre-contact and historic era sites and isolated finds. Pre-contact resources are comprised of resource gathering sites, occupation sites, lithic scatters, and culturally modified trees while historic sites predominately derive from late nineteenth to mid-twentieth century homesteading, agriculture, logging, travel, and forest service administration.

The Contract will be led and administered by the Oregon Department of Forestry (ODF) under Good Neighbor Authority with the Northwest Oregon (NWO) Federal Forest Restoration (FFR) Unit Manager as the Agency’s Contract Administrator. Task specifications and the Project direction will be administered by the federal Government Technical Monitor (GTM).

SECTION 2. PROJECT LOCATION

The 2,234 acres defined as the TSB and Wolf timber sale project areas are located on land managed by the Forest Service in:

• Township 14 South (T14S), Range 5 East (R5E) Sections 28, 29, 32-34

• Township 15 South (T15S), Range 05 East (R05E) Sections 1-4, 9-12, and 14-16, and 21

• Township 14 South (T14S), Range 05 East (R05E) Sections 26, 34-36

• Township 15 South (T15S), Range 05 East (R05E) Sections 1 and 2

• Township 14 South (T15S), Range 06 East (R06E) Sections 30 and 31

• Township 15 South (T15S), Range 05 East (R06E) Section 6

The primary access routes are Forest Service Roads 15, 1508, 1509, 1516, and 1517. Several roads of varying conditions (e.g. native surface and gravel) provide access to the project area and proposed survey areas. Elevation in the project area varies from approximately 2,000 to 4,500 feet above sea level. Terrain and vegetation throughout the proposed survey areas vary and are primarily within the Western Hemlock and Pacific Silver Fir vegetation zones.

See Appendix A – Maps & Project Environment Sample Images for the project location maps and photographic examples of the survey environments.

PART II. WORK; ACCEPTANCE CRITERIA; DELIVERABLES AND DELIVERY SCHEDULE.

SECTION 1. THE WORK

Phase I work (research and fieldwork) will begin within 2 months following Contract award or once the project area is free of snow if contract is awarded in the winter. Contractor must evaluate all previously recorded and new cultural resources identified during Phase I investigations for inclusion on the NHRP. The goal of Phase II investigations is to establish whether a site identified during Phase I meets the criteria for eligibility to the NRHP. Contractor will undertake Phase II evaluations for all previously recorded and new cultural resources identified during Phase I investigations.

Permits

Contractor is required to obtain an Archaeological Resources Protection Act (ARPA) permit for Archaeological Investigations for the survey work on federal land. Contractor will contact the GTM within two (2) weeks following the effective date of this Contract to begin the process of obtaining the required permit as soon as reasonably possible.

Research

The Contractor must complete pre-field research that includes historical background research and literature review, a search of General Land Office (GLO) records/historic maps, and a review of the Oregon Archaeological Records Remote Access (OARRA) database maintained by the State Historic Preservation Office (SHPO). The Contractor must coordinate with the GTM to conduct a review of cultural resource records on file at the McKenzie River Ranger District office. NOTE: The Archaeological Investigations Permit must be in place before the WNF can release any cultural resource information to the Contractor.

Survey

The Contractor will conduct pedestrian surveys based on likelihood for the presence of cultural resources according to the following survey design approved by the GTM:

Cultural surveys within the APE must cover 100% of the area defined as high probability in all units or portions of units not designated for helicopter harvest. High probability areas are areas with slopes of 25% or less and/or areas that exhibit certain topographic characteristics such as ridge tops, springs, meadows, marshes, seasonal ponds, lakes, rocky outcrops, and level streamside benches. Additionally, 20% of the low probability ground must be covered. Low probability is defined as areas with slopes from 25% to 64%.

Maps and GIS data indicating potential likelihood of cultural resources on federal lands will be provided by the GTM and will be the basis on which a survey design will be developed for use on both federal and state lands. Areas will be surveyed at 20 meters or less transect intervals depending on terrain and visibility factors. In areas where a survey cannot be conducted due to safety concerns or dense, impenetrable vegetation, the Contractor will provide a written description, coordinates, and images of the area where the survey is not conducted. Based on potential likelihood models in the vicinity, the Contractor should expect to survey approximately 800 acres, all on federal land.

Any new resources (archaeological sites or isolates) must be recorded in the field and documented in the heritage survey technical report by the Contractor.

When recording cultural resources during a pedestrian survey, the cultural resources must be handled in the following ways:

• If a site is partially located outside of the project area, it will be treated as if it is located entirely within the project area and fully recorded.

• If a linear site (e.g. railroad grade, communication line, road) is partially located outside of the project area, it will be recorded up to 100 meters outside of the project area.

• If any site is partially located on private lands, do not record the part on private land.

Site Assessments

Contractor must revisit and monitor at least three (3) known archaeological sites and three (3) isolated finds within or immediately adjacent to the project area, surveyed at intensive 5-10 meter transects, and update site records based on the results of those actions. Required documentation for each visited cultural resource includes completed monitoring form documenting monitoring effort, what was found, photographs, and maps updating the information on the cultural resource with the monitoring results. Contractor will evaluate all cultural resources within the project area, including isolated finds and previously documented sites, for inclusion on the National Register of Historic Places (NRHP).

If surface ground visibility is insufficient to determine site boundaries, Contractor will conduct subsurface probes to determine the location, nature, and boundaries of any potentially significant archaeological sites that may not be visible on the ground surface due to previous ground disturbing activities, natural burial processes, or heavy vegetation. Phase I procedures must meet the SHPO field and reporting guidelines which are available at https://www.oregon.gov/oprd/OH/Documents/Reporting_Guidelines.pdf.

When subsurface probes are deemed appropriate by the Principal Investigator to determine the extent of archaeological sites, the Contractor understands and agrees that Contractor will comply with the following guidelines:

• Shovel probe notes will be taken in the field and, at a minimum, include a brief description of soil color, texture, composition, observed cultural material, depth, and reason for termination. A digital photo of each shovel probe profile must be taken.

• Dirt from shovel probes will be screened through 1/8” mesh screen to identify cultural material.

• If cultural materials are encountered through shovel probes, the probe interval will be decreased to better determine the site area. Shovel probes will be deployed from the initial point of discovery, in all four cardinal directions, at 20-meter intervals until two consecutive negative probes are dug, thereby establishing an approximate site boundary. Cultural materials from each shovel test must be documented and re-buried in the corresponding shovel probe. At a minimum, documentation must include artifact type, material type and measurements. All diagnostic artifacts will be photographed at least twice showing different aspects of the artifact. No cultural or other material will be collected; therefore, a curation plan is not required. If any uncommonly rare or informative artifact types (e.g.

Clovis or Western Stemmed point types, mortars or pestles) are found either in a shovel probe or during pedestrian survey, a precise location will be marked so it can be relocated for further examination and the GTM will be informed of the find as soon as possible.

• Should human remains be encountered, Contractor must promptly notify the GTM, work in the vicinity must cease immediately and will not resume until permitted by the GTM in writing.

Professional Standards

Contractor understands and agrees to refer to USDI-National Register Bulletin 15 – How to Apply the National Register Criteria for Evaluation, and provide all appropriate site, feature and artifact documentation (as required by the SHPO) as justification for a determination of eligibility. The USDI- National Register Bulletin 15 is available at:

https://www.nps.gov/subjects/nationalregister/upload/NRB-15_web508.pdf

In addition, Phase II and all documentation must completed by an archaeologist meeting the Secretary of Interior's Professional Standards SIPS and must meet the SIPS and Oregon SHPO’s 2016 Guidelines for Conducting Field Archaeology in Oregon. The most current version of the guidelines can be found at:

https://www.oregon.gov/oprd/OH/Documents/Reporting_Guidelines.pdf.

Contractor must record survey, site, and isolated find location data using a Wide Area Augmentation System (WAAS) enabled GPS receiver to ensure a minimal level of location accuracy https://www.oregon.gov/oprd/OH/Documents/Reporting_Guidelines.pdf https://www.nps.gov/subjects/nationalregister/upload/NRB-15_web508.pdf https://www.oregon.gov/oprd/OH/Documents/Reporting_Guidelines.pdf

(three meters or less in open canopy and seven meters or less in heavy canopy). Contractor must use all compass readings with the currently established magnetic declination for the Lat/Long of McKenzie Bridge, Oregon. The 2025 declination is 14o 15' E, according to NOAA’s Magnetic Field Calculator which can be accessed at http://www.ngdc.noaa.gov/geomag-web/.

SECTION 2. DELIVERABLES

The Contractor will provide the following Deliverables subject to the below requirements:

A. GIS data (datums, site polygons, and…