RFQ S-62900-00015271 SAMPLE CONTRACT

STATE OF OREGON

CONTRACT FOR THE

PURCHASE OF SERVICES

For

Contract # PO-62900-000XXXX Bear Wallow LSR Mastication on Gilchrist State Forest

This Contract is between the State of Oregon (“State”) acting by and through the Oregon Department of Forestry ("Agency"), and __________("Contractor"). Agency and Contractor shall collectively be referred to as the “Parties.” This Contract is effective on the date it has been signed by all Parties and all required State of Oregon approvals have been obtained. All work must be completed by November 1st, 2026 and Contract extensions will not be permitted for this Contract.

NOW, THEREFORE, In consideration of the foregoing recitals and subject to the covenants, terms, and conditions set forth below, the Parties agree as follows:

1. STATEMENT OF SERVICES.

A. GENERAL INFORMATION. The purpose of this Contract is to establish a Contract to furnish all equipment and labor to perform Mastication Services for ODF within Gilchrist State Forest in the Klamath-Lake Oregon District. The Contractor will begin this contract on January 1st, 2026. All work must be completed by November 1st 2026.

B. REQUIRED SERVICES, DELIVERABLES, DELIVERY SCHEDULE, ACCEPTANCE CRITERIA AND

PROCESS. Contractor shall perform all Services as set forth in the Statement of Work (the “Services”) attached hereto as Exhibit A. Contractor shall perform the Services in accordance with the terms and conditions of the Contract.

C. SPECIAL REQUIREMENTS. See section 7 below, Special Contract Terms and Conditions.

2. COMPENSATION.

A. METHOD OF AND BASIS FOR PAYMENT FOR SERVICES.

Agency agrees to pay the Contractor the amounts specified in Exhibit B (“Compensation”) for Work certified as acceptable in accordance with Sections 7.17 and 7.19 and Exhibit A Statement of Work.

B. EXPENSE REIMBURSEMENT.

Agency will not reimburse Contractor for any expenses under this Contract. Travel time and expenses to and from job site will not be paid. No move-in, move-out, or demobilization costs will be paid. Payment will be made only for acres accomplished on the job site.

C. GENERAL PAYMENT PROVISIONS.

i. Agency’s Payment. Agency shall pay Contractor for Services performed and accepted by Agency at the rates and prices specified in Exhibit B of this Contract. Contractor shall look solely to Agency for payment of all amounts Agency owes to Contractor. Contractor shall not be compensated by any agency or department of State other than the Agency for Services performed.

ii. If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor shall, upon execution of this Contract, deliver to Agency a completed and signed W-8 form, 8233 form, or W-9 form, as applicable, from the Internal Revenue Service (“IRS”), as evidence that Agency is not required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently available at http://www.irs.gov. Agency may withhold payments to Contractor pending Agency's receipt from Contractor of the applicable, completed and signed form. If Agency does not receive the applicable, completed and signed form from Contractor, or if the IRS provides notice to Agency that Contractor's information on the form http://www.irs.gov/ provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract.

iii. Available Funding; Payments: The State of Oregon’s payment obligations under this Contract are contingent upon Agency’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under the Contract. Nothing in this Contract 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. Contractor shall not be compensated for Services performed under the Contract by any other State agency or department other than Agency for Services performed. Agency will only pay for completed Services that have been accepted by Agency.

D. INVOICES.

i. Contractor shall send invoices to Agency no more often than monthly for Services completed and accepted by Agency in accordance with Exhibit A of this Contract and Section 7.19 of this

Contract. Contractor shall include in each invoice:

a. Contract number PO-62900-000XXXX

b. A detailed description of Services performed, including the name or names of the individuals who performed Services and prepared the deliverables to which the invoice applies, the dates Services were performed, all deliverables delivered during the period of the invoices, the rate or rates for Services performed, and the total cost of Services; and

c. The total amount due and the payment address.

ALL BILLINGS/INVOICES SHALL BE DIRECTED TO:

Oregon Department of Forestry ATTN: Matt Flock 3200 Delap Rd.

Klamath Falls, OR 97601

ii. Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

3. GENERAL TERMS AND CONDITIONS.

A. INTELLECTUAL PROPERTY & OPEN SOURCE; TITLE TO GOODS.

i. Definitions. As used in this Contract, the following terms have the meanings set forth below:

a. “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from Services.

b. “Open Source Elements” means any Work Product subject to any open source initiative certified license, including Work Product based upon any open source initiative certified licensed work.

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

d. “Work Product” means all Services and Goods Contractor delivers or is required to deliver to Agency pursuant to this Contract.

ii. New Works. All intellectual property rights in the Work Product created by Contractor under this Contract shall be the exclusive property of Agency. All Work Product authored by Contractor under this Contract shall be deemed "works made for hire" to the extent permitted by the United States Copyright Act. To the extent Agency is not the owner of the intellectual property rights in such Work Product, Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in such Work Product. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments reasonably necessary to fully vest such rights in Agency.

Contractor forever waives any and all rights relating to such Work Product created under this Contract, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

iii. Contractor Intellectual Property. If intellectual property rights in the Work Product are Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, make, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on Agency’s behalf.

iv. Third Party Intellectual Property. To the extent Contractor has the authority; Contractor shall sublicense or pass through to Agency all Third Party Intellectual Property. Contractor represents and warrants that it has provided written disclosure to Agency of all Third Party Intellectual Property that must be independently licensed by Agency to fully enjoy the benefit of the Work Product. If Contractor failed to provide such written disclosure, 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, make, 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.

v. Open Source Approval and Notice. Any Open Source Elements in the Work Product must be approved in advance and in writing by Agency. If Agency approves the use of Open Source Elements, Contractor shall:

a. Notify Agency in writing that the Work Product contains Open Source Elements;

b. Identify the specific portion of the Work Product that contain Open Source Elements; and

c. Provide a copy of the applicable license for each Open Source Element to Agency.

B. OTHER REPRESENTATIONS AND WARRANTIES.

i. Contractor represents and further warrants that:

a. Contractor has the authority to enter into and perform in accordance with this Contract and that this Contract, when executed and delivered, is a valid and binding obligation of Contractor that is enforceable in accordance with its terms;

b. 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 and perform Services in a timely, professional and workmanlike manner in accordance with standards applicable to Contractor’s industry, trade or profession;

c. Contractor is and shall be, at all times during the term of this Contract, qualified, professionally competent, and duly licensed to perform Services; and

d. When used as authorized by this Contract, no Work Product infringes nor will Agency’s use, duplication or transfer of the Work Product infringe any copyright, patent, trade secret or other proprietary right of any third party.

e. 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.

ii. The warranties specified in this section are in addition to, and not in lieu of, any other warranties provided. All warranties are cumulative and shall be interpreted broadly to give Agency the greatest warranty protection available.

C. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.

i. 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.

ii. Agency’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

D. AMENDMENTS.

Amendments shall be made by written documentation only and signed by the Parties to be effective.

E. TIME IS OF THE ESSENCE.

Contractor agrees that time is of the essence in the performance of its obligations under this Contract.

F. FORCE MAJEURE.

Neither Agency nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

G. INSURANCE.

Contractor shall obtain the insurance required under Exhibit C prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

H. INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING.

i. Contractor shall perform all Services as an independent Contractor. Although Agency may (a) determine and modify the delivery schedule for Services to be performed and (b) evaluate the quality of the completed performance, Agency cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing any Services required under this Contract. Contractor certifies, represents and warrants that Contractor is an independent contractor of Agency under all applicable State and federal law. Contractor is not an "officer", "employee", or "agent" of Agency as those terms are used in ORS 30.265.

ii. If Contractor is currently performing work for State or the federal government, Contractor by signature to this Contract represents and warrants: Contractor's performance of this Contract creates no potential or actual conflict of interest as defined by ORS 244 and that no rules or regulations of Contractor's employing agency (state or federal) would prohibit Contractor's performance of this Contract.

iii. Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Contract, and unless required by prevailing federal law or regulations, Agency will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding.

Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract.

I. INDEMNIFICATION.

i. GENERAL INDEMNITY. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND

INDEMNIFY STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES

FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES,

COSTS AND EXPENSES OF ANY NATURE WHATSOEVER (“CLAIMS”) RESULTING FROM,

ARISING OUT OF, OR RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS

OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS CONTRACT.

ii. INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 3.I.i, CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY

STATE, ITS AGENCIES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND

AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND

EXPENSES, INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY

CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR

INTANGIBLE ITEM DELIVERED UNDER THIS CONTRACT BY CONTRACTOR THAT MAY BE

THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL

PROPERTY LAW OR DOCTRINE, OR AGENCY’S REASONABLE USE THEREOF, INFRINGES

ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK,

UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY

(“INFRINGEMENT CLAIM”); PROVIDED, THAT STATE SHALL PROVIDE CONTRACTOR WITH

PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.

iii. STATE SHALL REASONABLY COOPERATE IN GOOD FAITH, AT CONTRACTOR’S

REASONABLE EXPENSE, IN THE DEFENSE OF CLAIMS AND INFRINGEMENT CLAIMS, AND

CONTRACTOR SHALL SELECT COUNSEL REASONABLY ACCEPTABLE TO THE OREGON

ATTORNEY GENERAL TO DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND

SHALL BEAR ALL COSTS OF SUCH COUNSEL. COUNSEL MUST ACCEPT APPOINTMENT

AS A SPECIAL ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE

COUNSEL MAY ACT IN THE NAME OF, OR REPRESENT THE INTERESTS OF, STATE, ITS

AGENCIES, OFFICERS, EMPLOYEES OR AGENTS. STATE MAY ELECT TO ASSUME ITS

OWN DEFENSE WITH AN ATTORNEY OF ITS OWN CHOICE AND AT ITS OWN EXPENSE AT

ANY TIME STATE DETERMINES IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE.

SUBJECT TO THE LIMITATIONS NOTED ABOVE, CONTRACTOR MAY DEFEND SUCH

CLAIMS AND INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING PROVIDED

THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCH CLAIMS AND INFRINGEMENT

CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF STATE, WHICH CONSENT SHALL NOT

BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.

J. ASSIGNMENT OF ANTITRUST RIGHTS.

i. CONTRACTOR IRREVOCABLY ASSIGNS TO STATE ANY CLAIM FOR RELIEF OR CAUSE OF

ACTION WHICH CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO CONTRACTOR IN

THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15 OR ORS 646.725 OR

ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO

CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR’S OBLIGATIONS

UNDER THIS CONTRACT, INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL ANY

SUCH LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

ii. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY OF

CONTRACTOR’S DUTIES UNDER THIS CONTRACT TO IRREVOCABLY ASSIGN TO STATE,

AS THIRD PARTY BENEFICIARY, ANY RIGHT, TITLE OR INTEREST THAT HAS ACCRUED

OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. §

1-15 OR ORS 646.725 OR ORS 646.730, IN CONNECTION WITH ANY GOODS OR SERVICES

PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT THE

SUBCONTRACTOR’S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF THIS

CONTRACT, INCLUDING, AT STATE’S OPTION, THE RIGHT TO CONTROL ANY SUCH

LITIGATION ON SUCH CLAIM FOR RELIEF OR CAUSE OF ACTION.

K. EVENTS OF BREACH.

i. Breach by Contractor. Contractor breaches this Contract if:

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

c. Contractor commits any material breach of any covenant, warranty, obligation or certification under this Contract, fails to perform its obligations under this Contract within the time specified or any extension of that time, and Contractor fails to cure the breach within fourteen (14) calendar days after Agency delivers notice of breach to Contractor or a longer period as Agency may specify in the notice; or

d. Contractor indicates that it is unable to perform Services within the 24-hour period of time specified by Agency in accordance with Exhibit A such that Agency is required to cover Contractor’s nonperformance by requesting Services from another contractor.

ii. Breach by Agency. Agency breaches this Contract if:

a. Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure its failure to pay within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice; or

b. Agency commits any material breach of any covenant, warranty, or obligation under this Contract, fails to perform its obligations hereunder within the time specified or any extension thereof, and Agency fails to cure the breach within fourteen (14) calendar days after Contractor delivers notice of breach to Agency or a longer period as Contractor may specify in the notice.

L. REMEDIES.

i. State’s Remedies. If Contractor is in breach under section 3.K.i, then in addition to the remedies afforded elsewhere in this Contract, State shall be entitled to recover for 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. State may, at Agency’s option, pursue any or all of the remedies available under this Contract and at law or in equity, including, but not limited to:

a. Termination of this Contract under section 3.M.ii.;

b. Withholding payment of all amounts in Contractor’s invoices for Services that Contractor is obligated to but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

c. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; or

d. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor in an amount equal to State’s setoff right, without penalty; or

e. Seeking recovery of actual damages for any breach of Contract described in Section K.i.d.

above.

These remedies are cumulative to the extent the remedies are not inconsistent, and State may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that Contractor was not in breach under section 3.K.i, the rights and obligations of the Parties shall be the same as if this Contract was terminated pursuant to section 3.M.ii.a.

ii. Contractor’s Remedies. If Agency terminates this Contract for convenience under section 3.M.ii.a, or if Agency is in breach under section 3.K.ii and whether or not Contractor elects to exercise its right to terminate this Contract under section 3.M.iii, Contractor's sole remedy is one of the following, as applicable:

a. For Services compensable on an hourly basis, a claim against Agency for unpaid invoices, hours worked but not yet invoiced, and authorized expenses for Services completed and accepted by Agency less any claims State has against Contractor.

b. For deliverable-based Services, a claim against Agency for the sum designated for completing the deliverable multiplied by the percentage of Services completed and accepted by Agency, less previous amounts paid and any claims State has against Contractor.

If previous amounts paid to Contractor for Services and Goods exceed the amount due to Contractor under this section 3.L.ii, Contractor shall pay the excess amount to Agency immediately upon written demand.

iii. ATTORNEYS’ FEES.

Except for defense costs and expenses pursuant to section 3.I, neither Agency nor Contractor is entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to this Contract.

M. TERMINATION.

i. MUTUAL CONSENT. This Contract may be terminated at any time by mutual written consent of the Parties.

ii. Agency:

a. Agency may, at its sole discretion, terminate this Contract for its convenience upon thirty (30) calendar day’s written notice by Agency to Contractor.

b. Agency may, in its sole discretion, terminate this Contract, immediately upon notice to Contractor, or at a later date as Agency may establish in the notice, upon the occurrence of any of the following events:

A. Agency fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to pay for Services from the planned funding source;

B. Federal or state laws, regulations, or guidelines are modified or interpreted in a way that either the purchase of Services by Agency under this Contract is prohibited, or Agency is prohibited from paying for Services from the planned funding source; or

C. Contractor is in breach under section 3.K.i.

Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor under this section 3.M.ii. If this Contract is so terminated, Contractor shall be paid in accordance with the terms of the Contract for work completed and accepted by Agency.

iii. Contractor: Contractor may terminate this Contract immediately upon written notice to Agency, or at a later date as Contractor may establish in the notice, if Agency is in breach pursuant to section 3.K.ii.

N. ACCESS TO RECORDS.

Contractor shall retain, maintain, and keep accessible all records relevant to this Contract ("Records") for minimum of six (6) years, or a longer period as may be required by applicable law, following Contract termination or full performance, the period required by applicable law following Contract termination or full performance, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever ending is later. Contractor shall maintain all financial Records in accordance with generally accepted accounting principles. During this Record-retention period, Contractor shall permit State, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying.

O. NOTICES.

All notices required under this Contract shall be in writing and addressed to the party's authorized representative identified in accordance with section 7 of this Contract. Mailed notices are deemed received five (5) business days after the post mark date when properly addressed and deposited prepaid into the U.S. Postal Service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. Notices delivered by personal delivery are deemed received when delivered to the address specified for the receiving party’s authorized representative.

P. GOVERNING LAW.

The Contract is governed by and construed in accordance with the laws of State, without regard to principles of conflicts of laws.

Q. VENUE; CONSENT TO JURISDICTION.

Any claim, action, suit or proceeding (collectively, “Proceeding”) between State and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of State for Marion County; provided, however, if a Proceeding must be brought in a federal forum, then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE

IN PERSONAM JURISDICTION OF THESE COURTS AND WAIVES ANY OBJECTION TO VENUE IN

THESE COURTS AND ANY CLAIM THAT THE FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a waiver of State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or a waiver of any defenses to Proceedings or jurisdiction based thereon.

R. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS.

i. SUBCONTRACTS. Contractor shall not enter into any subcontracts for any of Services required under this Contract without Agency’s prior written consent. In addition to any other provisions Agency may require, Contractor shall include in any permitted subcontract provisions to ensure that Agency will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor with respect to sections 1.C, 3.A, 3.B, 3.E, 3.I, 3.J, 3.N, 3.P and 3.R. Agency’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

ii. ASSIGNMENT. Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without Agency’s prior written consent. Agency’s written consent does not relieve Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered Contractor’s agent.

iii. SUCCESSORS. The provisions of this Contract are binding upon and inure to the benefit the Parties and their respective successors and permitted assigns, if any.

S. THIRD PARTY BENEFICIARIES.

State 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 the third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. Agency is an intended beneficiary of the terms of this Contract.

T. SEVERABILITY.

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, 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 this Contract did not contain the particular provision held to be invalid.

U. 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 this Contract so executed shall constitute an original.

V. INTEGRATION AND MERGER.

This Contract constitutes the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract.

W. AMENDMENTS; WAIVER.

This Contract may be amended to the extent permitted by applicable statutes and administrative rules and as the amendment scope and process may be further described in section 1, Statement of Services.

No waiver, consent, or amendment of terms of this Contract shall bind either party unless in writing and signed by Agency and Contractor, and all necessary approvals have been obtained. Waivers and consents shall be effective only in the specific instance and for the specific purpose given. The failure of State to enforce any provision of this Contract shall not constitute a waiver by State of that or any other provision.

X. SURVIVAL.

In addition to all provisions which by their nature extend beyond Contract termination or full performance, the following provisions shall remain in effect beyond any Contract termination or full performance:

sections 2.D, 3.A, 3.B, 3.G, 3.I, 3.J, 3.L, 3.N, 3.P, 3.Q, 3.S, 3.X and 4.

Y. RESERVED.

4. RESERVED

5. RESERVED

6. RESERVED

7. SPECIAL CONTRACT TERMS AND CONDITIONS.

7.1. CONTRACT TERM:

From date Contract has been signed by all Parties and all required State of Oregon approvals have been obtained (“Effective Date”) until January 1st, 2026. The Contract is anticipated to start on January 1st, 2026 and all work must be completed by November 1st, 2026.

7.2. RESERVED

7.3. RESERVED

7.4. RESERVED

7.5. RESERVED

7.6. ESTIMATED QUANTITIES:

Any quantities listed within this Contract are approximate.

7.7. CONTRACTOR CONTACT PERSONS:

Contractor shall designate one or more Person(s) responsible for Contractor's work under this Contract.

Contractor shall provide to Agency the names, addresses, and telephone numbers of such person(s), and shall keep this information current at all times.

7.8. CHANGE IN SPECIFICATIONS:

Contractor shall notify the Agency at any time that justified changes or modifications in the performance specifications would result in improved Services.

7.9. ROAD ACCESS AND MAINTENANCE.

When Contractor is required to use State Forest roads for access to and within Units, Contractor shall take measures to prevent damage to the road and shall perform any minor maintenance necessary to protect the road from surface drainage. This work will be limited to removing small rocks or soil that has moved on to the road. This type of maintenance will be accomplished by hand using a shovel. However, State will accept responsibility for any general maintenance where tractor work or machine grading is required. In case of damage by others which impairs or prevents access by Contractor, State will do one or more of the following, in State's discretion: (1) arrange for repair work if feasible, (2) arrange with Contractor for alternate work at the same pay rate, or (3) cancel that portion of the work affected by lack of access.

7.10. PERSONNEL:

Contractor shall provide personnel to work under this Contract who are properly trained, licensed and qualified for work of this type and shall have the minimum ability and experience required for this work. The Agency reserves the right to refuse to accept Services from any personnel deemed by the Agency to be unqualified, disorderly, or otherwise unable to perform assigned work. The Contractor shall provide evidence of qualifications for any personnel performing work under this Contract upon request by the Agency.

Experienced, qualified foreman are essential to satisfactory performance of the Work. ODF may consider lack of competent and capable foreman supervision as grounds to terminate this Contract. An experienced, qualified foreman should have approximately two years of experience doing PCT/Slashing work and one year experience supervising crews doing forestry type work. ODF reserves the right to determine supervisory competence. The foreman must be able to communicate fluently in English and in any language that crewmembers use to communicate.

7.11. PERFORMANCE STANDARDS AND PROVISIONS:

Contractor shall perform all Services required by this Contract within the time specified. All Services shall be performed in the most highly professional manner, and in accordance with the utmost industry standards.

Unless the means or methods of performing a task are specified elsewhere in this Contract, Contractor shall employ methods that are generally accepted and used by the industry.

Failure to meet the performance requirements of this Contract shall constitute breach of Contract.

7.12. FIRE RESPONSIBILITY:

The Contractor shall comply with all Oregon State Fire laws and rules affecting the Contract area. Fire control costs resulting from the Contractor's negligence shall be the responsibility of the Contractor in accordance with Oregon State Fire Laws and rules.

7.13. LICENSES AND PERMITS:

The Contractor shall, without cost to Agency, obtain and continue for the Contract period, all licenses and permits required to comply with laws and regulations which pertain to the Contract area.

Contractor must possess a valid Forest Labor Contractor License issued by the Oregon Bureau of Labor and Industries.

7.14. MATERIAL SAFETY DATA SHEETS AND SAFETY:

Safety precautions are a high priority. Contractor shall safeguard all public and private property surrounding work area. Contractor shall protect the building structure, occupants, and nearby pedestrians. Contractor shall take all precautions to protect employees who complete the work.

7.15. (ITEMS THAT WILL BE REIMBURSED): None.

7.16. KEY PERSONS:

Contractor and 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 Agency the expertise, experience, judgment, and personal attention required to perform Services (“Key Person”). Each of the following is a Key Person under this Contract:

Contractor_____________________ ______________

Agency______________________________________

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

7.17 INSPECTION AND CERTIFICATION.

STATE will periodically meet with contractor and inspect thinned and slashed areas to determine stocking levels and quality of work.

7.18 REWORK.

ODF will require rework of any area skipped or missed by Contractor. Visual reconnaissance by ODF will be considered adequate documentation of rework areas. ODF will require rework of any area 1/2 acre or larger which falls above the upper limit of the acceptable range of leave trees per acre. Inspection records will be considered adequate documentation of overstocking.

7.19 PAYMENT FOR CERTIFIED WORK. Contractor may request payments for certified work completed each month. ODF will inspect the work and certify the amount of work done according to work specifications. Final payment will be made when all work is certified.

SIGNATURE OF CONTRACTOR’S AUTHORIZED REPRESENTATIVE.

THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF

CONTRACTOR. The term of the awarded Contract is intended to go until November 1st 2026, unless extended.

Contractor (print Company Name):_______________________________________________

Address: ___________________________________________________________________

City and State and Zip: _______________________________________________________

Authorized Signature: _________________________________________________________

By (print name):______________________________________________________________

Title: ______________________________________________________________________

Date: ______________________________________________________________________

Contact Person (Type or _______________________________________________________

Contact Telephone Number: (______) ___________________________________________

Contact E-Mail Address: _______________________________________________________

Contact Telephone Number: (______)____________________________________________

Contact Fax Number: (______) _________

Contact E-Mail Address: _________

SIGNATURE OF STATE’S AUTHORIZED REPRESENTATIVE.

State of Oregon acting by and through

Authorized Signature: _______________________________________

By (print name):____________________________________________

Title: _____________________________________________________

Date: _____________________________

Agency Contact Person (Type or Print): _____________________________________

Contact Telephone Number: (______)__________________

Fax Number: (______)___________________

E-Mail Address: ___________________________

EXHIBIT A

STATEMENT OF WORK

Contractor shall provide the following mastication services on the Gilchrist State Forest.

1. CONTRACTOR OBLIGATIONS

1.1 Contractor agrees to perform and complete the Work described below in accordance with the requirements of this Contract. Contractor shall furnish all mastication, supervision, transportation, equipment, and materials needed to complete the Work.

1.2 Required equipment, mandatory minimum requirements for capacity and performance:

Contractor shall provide at least one tracked lateral reaching boom mounted masticators with a minimum of 65 Horsepower (drum or disk). Multiple pieces of equipment may be required to complete this project by the expiration date. Acres per day calculations can be used to require the operator to utilize more equipment if STATE does not believe operation is being completed in a timely manner.

2. WORK AREAS

Contractor shall complete all work areas as follows: There is one unit identified as the working area containing 410 Acres in the total project area. Any additional areas added to contract will have the same specifications for the below treatment types;

2.1 Boundary Treatment Area – contains 218 acres

2.2 Road Treatment Area – contains 192 acres

Boundary Treatment Area: is located on the southeast side of the Gilchrist State Forest along the US Forest Service and State property boundary. The units will follow the property boundary and will consist of a 200 ft. fuel break along the boundary.

Road Treatment Area: is located on the southeast side of the Gilchrist State Forest. The roads to be masticated are portions of the 9410 Rd., 580 Rd., 2415 Rd., 2414 Rd., 500 Rd., 600 Rd., and 800 Rd.

3. WORK SPECIFICATIONS

Boundary Treatment Area The residual fuel stratification will be changed from a ladder fuel configuration of brush and small diameter trees to scattered ground fuel. The intent is to redistribute fuel loading to allow for a less intense wildfire in the stand while creating a healthier distribution of trees in the Unit. Leave trees will be left in 15’ - 20’ spacing where larger trees are not established. All treated fuel will be dispersed on the ground and less than 6 inches residual fuel further than 10’ from tree can have 2’

– 3’ height of concentration, as long as it will not adversely affect residual trees over 4” DBH. All trees and brush will be severed from the stump and effort made to remove any green limb if below 6” height.

Road Treatment Area The roadside mastication must be provide sufficient fuels reduction to prevent fire from rapidly spreading and create a holding line for prescribed fire operations. All treated fuel will be dispersed on the ground and less than the 6” tall from parent surface. Remove all trees less than 6” DBH within 50ft of the roads edge on both sides. Large woody chunks are permissible e if concentrations are not excessive (determined by STATE). All trees and brush will be severed from the stump. Portions of the 2414 Rd. and the 600 Rd. have previously been treated; however, the operator will be increasing the roadside treatment from 20ft. to 50ft. for each side of the road.

These previously treated acres have been taken out of the total required treatment acres for this project.

As funding allows STATE will employ CONTRACTOR to work within these priority areas. In the event that major additional funding is secured, STATE may employ CONTRACTOR in an additional area under the same treatment type outlined above. Contact the Klamath-Lake District for more details.

4. WORK PERIOD

Contractor shall schedule a pre-work meeting with ODF prior to the commencement of operations. Contractor shall notify the district office of the ODF before the start of operations.

Any suspension of work of more than one day must be approved in writing by ODF.

Work will not be scheduled on weekends or any ODF holiday, unless approved in writing by ODF.

In any case, all work shall be completed by November 1st 2026, unless extended by ODF.

5. PRODUCTION SCHEDULE

The production schedule will be based primarily on silvicultural timing needs for the units that will be treated. Contractor shall be responsible for completing the Mastication. Work must be satisfactorily performed for contract compliance.

6. WORK CREW AND EQUIPMENT.

6.1 Equipment requirements: At least one tracked lateral reaching boom mounted masticator with a minimum of 65 Horse Power (drum or disk).

6.2 Foreman shall be designated by Contractor and shall work as foreman for the duration of the Contract, unless otherwise approved by ODF. The foreman key person will be responsible for the supervision of the fuel reduction and hazard mitigation work and overall quality. The foreman shall keep the equipment working together unless approved by ODF. Multiple pieces of equipment may be required to complete this project by the expiration date. Acres per day calculations can be used to require the operator to utilize more equipment if STATE does not believe operation is being completed in a timely manner.

6.3 MATERIALS AND SERVICES FURNISHED BY ODF:

6.3.1 Designated representative to acquaint Contractor with areas and access roads and to represent ODF in administration of the Contract.

6.3.2 Periodic inspection of work for compliance and certification of Contractor's work.

6.3.3 Maps of Fuel Reduction and Hazard Mitigation Areas.

6.4 MATERIALS AND SERVICES FURNISHED BY CONTRACTOR:

6.4.1 All equipment necessary to complete the work specified in this Contract.

6.4.2 All costs of equipment, operation, and transportation.

6.4.3 Masticator each day, with an experienced, qualified operator.

6.4.4 All required safety equipment and training for operations.

6.4.5 Designated representative to supervise contract operations and represent

CONTRACTOR.

6.4.6 An operations map indicating planned progression of work.

7. Specifications Summary:

7.1 Boundary Treatment Area (Approximately 218 Acres)

This stand has been strategically selected by the STATE to facilitate the best use of fuel reduction and hazard mitigation opportunity. Contractor shall perform treatment specifications are as follows:

Boundary Treatment, See Map (Approximately 218 Acres) o Boundary - Remove 75% of all ladder fuel 200ft. from State Forest/Forest Service

Boundary

▪ Brush (live and dead)

▪ Trees less than 4” DBH that do not meet residual stocking parameters

▪ Leave trees will be spaced no less than 20 feet apart

▪ Small diameter trees exhibiting excessive mistletoe shall be removed

▪ Larger diameter trees showing excessive mistletoe brooms that are reachable by masticator boom shall be removed in a manner that will not damage the tree

7.2 Road Treatment Area (Approximately 192 Acres)

Some main roads have had initial treatment, additional work might be needed to meet treatment specifications. Treatment specifications are as follows:

50 feet from the edge of road on each side o Remove 100% of all ladder fuel

▪ Brush (live and dead) o Remove all trees less than 6” DBH within 50’ of road edge

EXHIBIT B

COMPENSATION

ITEM

NO

UNIT NAME ACRES

PER ACRE

UNIT PRICE

TOTAL

AMOUNT

FUELS REDUCTION UNITS

1 Boundary Treatment 218 $____ $_________

2 Road Treatment 192 $____ $_________

TOTAL → $_________

Total Contract amount will not exceed $247,000.

Reminder: As funding allows STATE will employ CONTRACTOR to work within these priority areas. In the event that major additional to funding is secured, STATE may employ CONTRACTOR in an additional area under the same treatment types outlined above. Contact the Klamath-Lake District for more details.

EXHIBIT C

INSURANCE REQUIREMENTS

WORKERS' COMPENSATION: All employers, including CONTRACTOR, that employ subject workers who work under the Contract in the State of Oregon shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless such employers are exempt under ORS 656.126(2).

CONTRACTOR shall require and ensure that each of its subcontractors, if any, complies with these requirements.

If CONTRACTOR is a subject employer, as defined in ORS 656.023, with regard to work performed under the Contract, CONTRACTOR shall obtain, at CONTRACTOR’s expense, and have in place prior to the performance of any work under the Contract, and all required workers ’ compensation insurance coverage.

COMMERCIAL GENERAL LIABILITY: CONTRACTOR shall obtain, at CONTRACTOR’s expense, and keep in effect during the term of the Contract, commercial general liability insurance covering bodily injury and property damage. This insurance shall include personal injury coverage, contractual liability coverage for the indemnity provided under the Contract, and products/completed operations liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $2,000,000, when applicable.

AUTOMOBILE LIABILITY: CONTRACTOR shall obtain, at CONTRACTOR’s expense, and keep in effect during the term of the Contract, automobile liability insurance covering owned, non-owned and hired vehicles, as applicable. This coverage may be written in combination with the commercial general liability insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

ADDITIONAL INSURED: The liability insurance coverages, except Professional Liability if included, required for performance of the contract shall include the State of Oregon, the Department of Forestry, and its divisions, officers, and employees as Additional Insureds but only with respect to the CONTRACTOR’s activities to be performed under the Contract.

NOTICE OF CANCELLATION OR CHANGE: CONTRACTOR shall not cancel, materially change, potentially exhaust aggregate limits or not renew insurance coverage(s), nor shall CONTRACTOR cause any of the foregoing to occur, without 30 days' written notice from the CONTRACTOR or its insurer(s) to the Department of Forestry, Purchasing Division.

CERTIFICATES OF INSURANCE: As evidence of the insurance coverage required by the Contract, the CONTRACTOR shall furnish Certificate(s) of Insurance to the Department of Forestry, Purchasing Division, immediately upon request. CONTRACTOR shall ensure that the Certificate(s) specify all of the entities who are Additional Insureds or Loss Payees. CONTRACTOR shall obtain the insurance coverage required under the Contract from insurance companies or entities acceptable to Agency. The CONTRACTOR shall pay or cause to be paid all deductibles, self-insured retentions and self-insurance included hereunder.

"TAIL" COVERAGE: If any of the required liability insurance is arranged on a "claims made" basis, CONTRACTOR shall obtain and maintain "tail" coverage or continuous “claims made” coverage for 24 months following Contract termination or expiration of the maximum time period the CONTRACTOR’s insurer will provide such coverage if less than 24 months. CONTRACTOR shall provide to Agency immediately upon request certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following Contract expiration or termination. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of the Contract.