SFLG PCT Mastication_P2_SAMPLE CONTRACT_S-62900-00017847.pdf

S-62900-00017847 - SFLG PCT Mastication P2 SAMPLE CONTRACT

Sample Contract

STATE OF OREGON

CONTRACT FOR THE

PURCHASE OF SERVICES

Contract # PO-62900-XXXXXX SFLG PCT Mastication P2

This Contract is between the State of Oregon (“State”) acting by and through its Department of Forestry ("Agency" or “ODF”), 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. This Contract expires on May 31, 2027, unless extended or terminated in accordance with the terms herein. Contract extensions are not 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 pre-commercial thinning (PCT) Mastication Services. The Contractor will begin work on or after October 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.

D. AUTHORITY. The Agency has authority to enter into this type of Contract for the procurement of fuels reduction services, pursuant to its authority under ORS 477.406.

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 F.

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 the 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 provided is incorrect, Agency will withhold as federal income tax 30% of all amounts Agency owes to Contractor under this Contract.

http://www.irs.gov/

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 be registered in the OregonBuys system to receive payment.

ii. Contractor shall send invoices to Agency no more often than once per month 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. The Contract number PO-XXXX-XXXXX;

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.

d. ALL BILLINGS/INVOICES SHALL BE DIRECTED TO:

Oregon Department of Forestry ATTN: Ben Walen 3501 NE 3rd St. PO BOX 670 Prineville, OR, 97754

Email: Ben.m.walen@odf.oregon.gov

A signature and the following statement, “By signing this invoice, the undersigned individual certifies that the individual understands that all statements and representations contained in or attached to this document are subject to the Oregon False Claims Act, ORS 180.750 to 180.785.” The signatory must be a person employed by Contractor with the authority to certify the above statement.

iii. Contractor is responsible for assuring all invoices are received by the State within thirty (30) days of the Servies provided by the Contractor.

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

v. Contractor shall not indicate or invoice for any past due amounts in the current invoice. All such notifications of a past due amount must be handled by a separate Statement of Account.

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.

e. “DBH” stands for Diameter Breast Height. Diameter Breast Height (DBH) means the measurement of tree circumference tree height.

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 mailto:Ben.m.walen@odf.oregon.gov 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 ORS 279A.112, 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; LIABILITY.

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 THE STATE OF OREGON AND ITS AGENCIES, OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS 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 ACTIVITIES OR

OMMISSIONS 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. Damages to Persons or Property

i. Notwithstanding ORS 477.410, the Contractor shall assume responsibility for all damage or injury to persons or property, including State employees and third parties, resulting from the use, maintenance, or operation of any vehicle or other equipment by, or the action of, the Contractor or its employees, officers, or agents in performing under this Agreement.

For equipment furnished under this Agreement, the Contractor shall be liable for any loss, damage, or destruction of such equipment, except for loss, damage or destruction resulting from the negligence, or wrongful act(s) of State employee(s) while acting within the scope of their employment.

Contractors will be held liable for all Claims for personal injury, including death, damage to real property and damage to tangible and intangible personal property resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents.

L. 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.

M. REMEDIES.

i. State’s Remedies. If Contractor is in breach under section 3.L.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.N.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.

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.L.i, the rights and obligations of the Parties shall be the same as if this Contract was terminated pursuant to section 3.N.ii.a.

ii. Contractor’s Remedies. If Agency terminates this Contract for convenience under section 3.N.ii.a, or if Agency is in breach under section 3.L.ii and whether or not Contractor elects to exercise its right to terminate this Contract under section 3.N.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.M.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.

N. 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.L.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.N.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.L.ii.

O. 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.

P. 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. Notices delivered by e-mail are deemed received when sent to the correctly addressed email of the recipient.

Q. GOVERNING LAW.

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

R. 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.

S. 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. 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.

T. 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.

U. 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.

V. 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.

W. 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.

X. 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.

Y. 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, and 3.S.

Z. ORDER OF PRECEDENCE.

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

i. This Contract less all exhibits;

ii. Exhibit A (Statement of Work);

iii. Exhibit B (Compensation);

iv. Exhibit C (Required Insurance);

v. Exhibit D (Independent Contractor Certification);

vi. Exhibit E (Maps)

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

The terms and conditions set out in this Contract are as set forth in this Contract, including but not limited to section 7, Special Terms and Conditions. Whenever possible, all terms and conditions of this Contract are to be harmonized. In the event of a conflict between the terms and conditions set forth in sections 1- 6 of this Contract and section 7, Special Terms and Conditions, the Special Terms and Conditions take precedence, unless the other term in question is required by law. In the event of any other conflict, (i) the Special Terms and Conditions, (ii) the terms and conditions set forth in Sections 1-6 of this Contract, (iii) the remaining portions of the Invitation to Bid if applicable, and (iv) the Bid if applicable will be interpreted in the foregoing order of precedence.

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 May 31, 2027. The Contract work is anticipated to start on October 1st, 2026 and all work shall be completed by May 31, 2027.

7.2. RESERVED

7.3. RESERVED

7.4. RESERVED

7.5. RESERVED

7.6. ESTIMATED QUANTITIES:

Any quantities listed within this Contract or the Solicitation 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. Should contact with such Person(s) require long distance calls, the Agency reserves the right to call collect.

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. Agency 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.

Agency 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 throughout the duration of the Contract.

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. EXPENSES:

Agency will not pay or reimburse any expenses incurred by Contractor during the completion of the Services except as authorized in the Statement Work or elsewhere in this Contract. Any authorized travel expenses must comply with the Oregon Travel Policy available on the Internet at:

http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

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:

http://www.oregon.gov/das/cfo/sars/policies/oam/40.10.00.pdf

Contractor: First, Last Name and Title:

Foreman (Key Person) First, Last Name and Title:

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.

Agency will periodically meet with contractor and inspect fuels reduction and quality of work. Agency will inspect the work and certify the amount of work completed according to work specifications.

7.18 REWORK.

Agency will require Contractor to rework any area skipped or missed by Contractor. Visual reconnaissance by Agency will be considered adequate documentation of rework areas. Agency will require Contractor to rework any area that falls above the maximum limit of leave areas 20% or there is an unacceptable number of trees left below the upper diameter limit of 8.0 inch DBH. Visual reconnaissance will be considered adequate documentation of overstocking and rework.

PAYMENT FOR CERTIFIED WORK. Contractor may request payments for certified work completed each month. Agency will pay Contractor only for work that has been certified.

SIGNATURES:

SIGNATURE OF CONTRACTOR’S AUTHORIZED REPRESENTATIVE.

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

CONTRACTOR.

Contractor (print Company Name):

Address:

City and State and Zip:

Authorized Signature:

By (print name):

Title:

Date:

Contact Person:

Contact Telephone Number: ________________

Email Address:_________________________________

SIGNATURE OF STATE’S AUTHORIZED REPRESENTATIVE.

State of Oregon acting by and through the Oregon Department of Forestry

Authorized Signature:

By (print name):

Title:

Date:

Agency Contact Person (Type or Print):

Contact Telephone Number: __________

Email Address:

EXHIBIT A

STATEMENT OF WORK

Contractor shall provide the following for fuels reduction via Pre Commercial Thinning (PCT) mastication Services on 26 acres of Private Land. Located west of Sisters, Oregon, adjacent to the Deschutes National Forest.

1. CONTRACTOR OBLIGATIONS.

Contractor agrees to perform and complete the Work described below in accordance with the requirements of this Contract. Contractor shall furnish all labor, supervision, transportation, equipment and materials needed to complete the fuels reduction PCT Mastication work. Without limiting the generality of the foregoing, Contractor shall provide at least drum mounted masticator equipment for PCT mastication services.

2. WORK AREAS.

Contractor shall complete all Work Areas referenced in Exhibit E Maps.

3. WORK SPECIFICATIONS.

Contractor shall adhere to all specifications as follows:

Clear out all brush and standing trees 8 inch DBH and under, down to seedlings 1 foot tall in all areas specified within this contract. Use of a mini excavator with boom mounted masticator or skid steer with a masticator head is permitted in these areas but must have a minimum of one drum mounted masticator working on the project area. Limit quick and tight turning with this equipment to prevent soil disturbance as much as possible in these areas. Material should be cleared out and masticated within 8 inches or less of the ground surface to be considered satisfactory. This includes all branches, limbs, treetops, and all other fuels treated. Logs or downed wood greater than 8 inches in diameter can be left in place.

Residual trees and all trees over 8 inches DBH will be protected and untreated under the scope of this contract. CONTRACTOR shall refrain from damaging leave trees with machinery whenever possible. If leave trees are damaged, they shall be treated or removed by CONTRACTOR, per the discretion of the STATE. In areas where smaller diameter trees are crowded or surrounded by larger diameter trees, where mastication is not possible without damage to residual trees, these areas may be skipped as a leave area. A maximum of 20% of the area may be skipped to prevent damage to residual trees and work will still be considered satisfactory. If more than 20% of the area is skipped, rework may be required per discretion of the STATE.

Visual reconnaissance by STATE will be considered adequate documentation of rework areas.

4. WORK PERIOD.

Contractor shall schedule a pre-work meeting with ODF prior to the commencement of operations.

Contractor shall notify the ODF district office before the start of operations. Work will not be scheduled on weekends or any ODF holiday, unless approved in writing by ODF. Any suspension of work of more than one day must be approved in writing by ODF. Contractor shall complete all work by May 31, 2027, unless extended by ODF through written Amendment.

5. PRODUCTION SCHEDULE.

The production schedule will be based primarily on timing needs for the units that will be treated. Contractor shall be responsible for completing the fuels reduction PCT Mastication. Work must be satisfactorily performed, as determined by ODF, for contract compliance.

6. WORK CREW, MATERIALS AND EQUIPMENT.

6.1 Contractor shall provide fuels reduction PCT Mastication equipment. At least one drum mounted masticator is required for this contract.

6.2 Contractor shall designate a foreman who will work for the duration of the Contract, unless otherwise approved by ODF through written Amendment. The Foreman (who is a 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 in writing by ODF.

6.3 Contractor shall ensure it provides the following materials and that its personnel and equipment, including but not limited to equipment’s cleaning, meets the following specifications described in this section.

6.4 GROUND BASED EQUIPMENT SHALL MEET THE FOLLOWING CONDITIONS: PCT mastication equipment must be capable of reducing live vegetation material through mastication and meet the following specifications:

6.4.1 Capable of masticating full trees and brushing 8.0 inches DBH and under.

6.4.2 Cutting machine shall be equipped with either a vertical or horizontal shaft, attached with a chipping drum mounted on a carrier.

6.4.3 Equipment shall be free of fluid leaks and have hoses and hydraulics in good operating condition.

6.4.4 The cab shall be firmly secured to the machine and free of broken glass.

7. MATERIALS AND SERVICES FURNISHED BY ODF:

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

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

7.3 Maps of Fuel Reduction and Hazard Mitigation Areas.

7.4 Any gate key or access that is needed to uphold the duties outlined in this Contract.

8. MATERIALS AND SERVICES FURNISHED BY CONTRACTOR:

8.1 All equipment, labor, supervision and transportation necessary to complete the Work specified in this Contract.

8.2 All costs of equipment, operation, and transportation.

8.3 At least one drum mounted masticator each day, with a qualified operator.

8.4 All required safety equipment and training for operations.

8.5 Designated representative to supervise contract operations and represent Contractor.

8.6 An operations map indicating planned progression of work.

9. SPECIFICATIONS SUMMARY.

Treatment Area (approximately 26 acres). Details found in Section 3. WORK SPECIFICATIONS above.

EXHIBIT B

COMPENSATION

Table 1 - Compensation Table for Services

FUELS REDUCTION UNITS

ITEM

UNIT NAME QUANTITY

(ACRES)

UNIT PRICE

(price per acre)

TOTAL AMOUNT

PCT Mastication

Services (P2)

TOTAL

EXHIBIT C

INSURANCE REQUIREMENT

INSURANCE REQUIREMENTS:

Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit prior to performing under this Contract. Contractor shall maintain such insurance in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to Agency. All coverage shall be primary and non-contributory with any other insurance and self-insurance, with the exception of Professional Liability and Workers’ Compensation. Contractor shall pay for all deductibles, self-insured retention, and self-insurance, if any.

If Contractor maintains broader coverage and/or higher limits than the minimums shown in this Exhibit, Agency requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor.

WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY:

All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017, and provide Workers' Compensation Insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). If Contractor is a subject employer, as defined in ORS 656.023, Contractor shall also obtain Employers' Liability insurance coverage with limits not less than $500,000 each accident.

If Contractor is an employer subject to any other state’s workers’ compensation law, Contactor shall provide Workers’ Compensation Insurance coverage for its employees as required by applicable workers’ compensation laws including Employers’ Liability Insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements.

COMMERCIAL GENERAL LIABILITY:

Contractor shall provide Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State of Oregon. This insurance must include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this Contract, and have no limitation of coverage to designated premises, project, or operation. Coverage must be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence and not less than $2,000,000 annual aggregate limit.

AUTOMOBILE LIABILITY INSURANCE:

Required Not required Contractor shall provide Automobile Liability Insurance covering Contractor’s business use including coverage for all owned, non-owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage.