Marijuana Eradication Helicopter Contract 2015

Helicopter Services Agreement for 2015 of 38

Helicopter Services Agreement

This Helicopter Services Agreement (this “Agreement”) is entered into by and between the State ofOregon acting by and through the Oregon Department of Justice (“DOJ”), and ________________, a_________ corporation (“Contractor”) effective as of the Effective Date.

Background

A. DOJ desires to engage a vendor to provide helicopter services for DOJ for use in its marijuanaeradication program. This program is funded in part by the federal Drug Enforcement Administration(“DEA”) under the DEA’s Domestic Cannabis Eradication and Suppression Program (DCESP). To select avendor, DOJ published request for proposals (“RFP”) number 137-1288-15 on July 10, 2015.

B. Contractor is the successful proposer under the RFP. DOJ desires Contractor to perform theServices under the terms of this Agreement, and, in exchange for DOJ’s payment obligations, Contractordesires to perform the Services for DOJ. Contractor is aware of the law enforcement nature of thisAgreement and the inherent risks in providing these Services, and has warranted to DOJ that it has at leastten years of experience providing similar helicopter services for law enforcement and marijuana eradicationpurposes in at least one of the following states: California, Idaho or Washington.

Agreement

DOJ and Contractor agree as follows:

1. Definitions. The following terms have the definitions provided.

(a) “Acceptance” means written confirmation by DOJ that Contractor has performed theServices according to the Acceptance Criteria.

(b) “Acceptance Criteria” means the criteria for evaluating the Services including, withoutlimitation to the specifications and requirements in Exhibit A, the Statement of Work.

(c) “Acceptance Tests” means those tests which are intended to determine compliance ofServices with the Acceptance Criteria of this Agreement.

(d) “Representative” means a person representing a party to this Agreement who is authorizedto make commitments and decisions on behalf of the party regarding the performance of this Agreement.Contractor’s Representative (the Project Manager) and DOJ’s Representative are identified in Exhibit F.

(e) “Business Days” means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific time,excluding State of Oregon holidays. However, for purposes of this Agreement, as further described inExhibit A, Contractor will provide the Services seven days a week during the Agreement term, includingon weekends and holidays.

(f) “Confidential Information” is defined in Section 6.1.

(g) “Contractor Personnel” means all employees of Contractor who are authorized to performServices under this Agreement. The term also means any subcontractors of Contractor who are specificallyapproved in writing by DOJ to perform Services for DOJ on behalf of Contractor under this Agreement.


(h) “DAS” means the State of Oregon acting through its Department of AdministrativeServices.

(i) “Effective Date” means the date on which this Agreement is fully signed and approved byDOJ according to applicable laws, rules and regulations.

(j) “Helicopters” means the helicopters described in Exhibit A which Contractor uses toprovide the Services.

(k) “Key Persons” means Contractor’s Representative, the Project Manager, and all otherContractor personnel designated as key persons in Exhibit F.

(l) “Maximum Compensation” is defined in Section 4.1.

(m) “Project Manager” means Contractor’s representative identified in Exhibit F who managesthe Services with DOJ’s Representative to ensure prompt and compliant performance of the Services.

(n) “Services” means all effort to be expended by Contractor under this Agreement includingall the exhibits (which include without limitation the SOW in Exhibit A).

(o) “Retention Amount” is defined in Section 4.3

(p) “Statement of Work” (or “SOW”) means Exhibit A that describes the Services to beprovided by Contractor, the payment terms for the Services, and any other service-related terms as agreedby the parties.

2 Agreement term. This Agreement is effective on the Effective Date, and will expire, unlessotherwise terminated, on the earlier of (1) 90 days from the Effective DateOctober 16, 2015, or (2) at thetime the cost of the Services would exceed the Maximum Compensation.

3. Contractor Services.

3.1 Performance of Services. Contractor must perform the Services according to the SOWand the standards set forth in this Agreement. Contractor must perform the Services throughout theAgreement term. Contractor understands and agrees that DOJ makes no representation or guaranteewhatsoever that Contractor will receive or be assigned to perform any specific amount, value, or volume ofServices under this Agreement.

3.2 Review of Services. If DOJ determines that the Services do not meet the AcceptanceCriteria, DOJ will notify Contractor in writing of DOJ’s rejection or suspension (under Agreement Section14) of the Services, and describe in reasonable detail DOJ’s basis for rejection or suspension. Upon receiptof notice of rejection or suspension, Contractor must, within a four day period, modify the Services or, atthe election of DOJ, re-perform the Services at Contractor’s sole expense so that the Services meet theAcceptance Criteria. Contractor must notify DOJ in writing that it has modified the Services and describethe modifications. DOJ may review the modified Services after receipt of the Contractor’s notice. Failureof the modified Services or the re-performed Services to meet the Acceptance Criteria after review by DOJmay constitute a default by Contractor. If such default occurs, DOJ may either (a) notify Contractor ofsuch default and instruct Contractor to modify or re-perform the Services again, or (b) notify Contractor ofsuch default and instruct Contractor to cease work on the Agreement, in which case Contractor must refundto DOJ all amounts paid for the non-conforming Services. Further, DOJ has no obligation to pay for non-


conforming Services, and Contractor must not invoice DOJ for work related to non-conforming Services.The remedies in this section are in addition to, and not in lieu of, any other remedies DOJ may have.

3.3 Initial Acceptance Testing. Contractor must provide the Services as described in in theSOW. Prior to the Effective Date, DOJ may test the Services to determine if they meet the AcceptanceCriteria. If the Services fail to conform to the requirements, DOJ will notify Contractor in writing,specifying the manner in which they fail to comply. Contractor must correct any such failure within sevendays from the notice date, Contractor must correct the Services at no charge to DOJ.

3.4 Helicopter maintenance. Contractor must provide maintenance and support of theHelicopters consistent with the Contractor’s maintenance obligations described in Exhibit A. Contractor isobligated to promptly cure defects that prevent the Services from meeting the Acceptance Criteria andwarranties.

3.5 Exclusive use of Helicopters. Subject to the provisions Contractor’s obligations withrespect to Confidential Information in Section 6, nothing in this Agreement limits Contractor’s ability toprovide services similar to the Services provided under this Agreement. However, as noted in the SOW,during the Agreement term, the Helicopters provided by Contractor under this Agreement are exclusivelyfor DOJ use, and accordingly must not be otherwise used, even during periods when they are not in activeor standby use by DOJ.

3.6 If this Agreement requires DOJ to provide any resources, and DOJ delays in providingsuch resources, or delays to provide such resources in a timely manner for a period not to exceed 30 days,Contractor’s sole remedy will be to suspend its obligation to provide the Services for a periodcorresponding to DOJ’s delay. If DOJ’s delay in providing necessary resources exceeds 30 thirty days andContractor can show to the reasonable satisfaction of DOJ that DOJ’s delay has resulted in an unavoidableincrease in the cost of the Services, Contractor can request a reasonable increased cost. Contractor’s delaymay be exercised only if Contractor provides DOJ with reasonable notice stating DOJ’s delay and ifContractor uses best efforts to perform notwithstanding DOJ’s delay.

3.7 Law enforcement risk assumed. Contractor is aware of the law enforcement nature ofthis Agreement and. Contractor expressly assumes the risk to Contractor Personnel and to Contractorequipment arising from the provision of high risk services in a law enforcement and drug eradicationsetting. In addition to the insurance required by Agreement Exhibit C, Contractor has and will obtainwhatever insurance it determines is prudent under the circumstances to protect its personnel and assets.

4. Contractor payment.

4.1 Maximum Compensation. Notwithstanding any provision of this Agreement to thecontrary, the maximum, not-to-exceed compensation that DOJ will pay to Contractor under this Agreementis Four Hundred and Fifty Thousand Dollars ($450,000) (the “Maximum Compensation”). Contractor mustnot submit invoices for, and DOJ will not be obligated to pay, any amount in excess of the MaximumCompensation. No payment will be made for any Services performed before the Effective Date or aftertermination of this Agreement.

4.2 Rate for Services. DOJ will pay Contractor the price for the Services according to therates in Exhibit B.

4.3 Retention Amount. DOJ may hold back an amount (the “Retention Amount”) of up to tenpercent (10%) of any amount that is payable by DOJ to Contractor for the Services. DOJ will pay theaccrued Retention Amount to Contractor within thirty (30) days following the expiration of this Agreement,


subject, however, to DOJ’s right to retain any portion of the Retention Amount to satisfy any claims byDOJ that are outstanding at the time of expiration.

4.4 No expenses. DOJ will not pay or reimburse Contractor for any expenses incurred byContractor.

4.5 Invoices. DOJ will pay Contractor not more than once each month upon Contractor’ssubmission of a detailed invoice that sets forth the Services acceptably performed by Contractor.Contractor’s invoices must comply with the requirements of this Agreement, and must identify the Servicescompleted for which Contractor seeks compensation, and must itemize and explain all authorized expensesfor which reimbursement is claimed. The invoices must also include the total amount invoiced to date byContractor prior to the current invoice. Contractor must submit invoices to DOJ’s Representative. DOJmay review each invoice for compliance with the requirements of this Agreement. All payments toContractor are subject to ORS 293.462.

5. Contractor Personnel.

5.1 Project Manager. Contractor must designate a Project Manager for the Services who isresponsible for the day-to-day management of the Services, and for oversight of the Services. The ProjectManager must be familiar with DOJ’s business operations and objectives. The Project Manager willparticipate with DOJ in periodic reviews of the Services and will provide detailed reports regarding theServices at DOJ’s request.

5.2 Key Persons. Contractor acknowledges that DOJ selected Contractor, and is entering intothis Agreement because of the qualifications of Contractor. Contractor’s Key Persons to provide theServices are identified in Exhibit F. The Key Persons must not delegate performance of their obligationswithout obtaining the prior written consent of DOJ. Further, Contractor must not re-assign or transfer theKey Persons to other duties or positions such that the Key Persons are no longer available to provide DOJwith their expertise, experience, judgment, and personal attention, without first obtaining DOJ’s priorwritten consent. However, Contractor may replace Key Persons without DOJ’s consent if any Key Personsare no longer available due to death, illness, or termination of employment with Contractor. If Contractorrequests that DOJ approve a re-assignment or transfer of the Key Persons, or if Contractor must replaceKey Persons due to death, illness, or termination of employment, DOJ has the right to interview, review thequalifications of, and approve or reject and proposed replacement of a Key Person. Any replacement musthave substantially equivalent or better qualifications than the Key Person being replaced. Any replacementpersonnel approved by DOJ will be deemed a Key Person for purposes of this Agreement and Exhibit Fwill be deemed amended to include such individuals.

5.3 No subcontractors. Contractor must not use subcontractors to perform the Services unlessspecifically authorized in writing by DOJ. Contractor represents that any employees assigned to performthe Services, and any authorized subcontractors performing the Services, will perform the Services inaccordance with the warranties in this Agreement, according to the specifications and requirements herein,and must comply with all terms of this Agreement.

6. Confidentiality and non-disclosure obligations.

6.1 Confidential Information. Under this Agreement, Contractor and Contractor Personnelmay be exposed to and acquire information that is confidential to DOJ. Contractor acknowledges that theServices involve law enforcement and criminal drug surveillance. All information in any form obtained byContractor or Contractor Personnel under this Agreement is deemed to be confidential information of DOJ(“Confidential Information”). Contractor must also treat any reports or other documents or items that result


from the use of the Confidential Information as Confidential Information. Contractor must requireContractor Personnel to comply with the confidentiality requirements in this Agreement.

6.2 Non-disclosure obligation. Contractor and Contractor Personnel must hold ConfidentialInformation in confidence, using at least the same degree of care that Contractor uses in maintaining itsown confidential information, and must not copy, reproduce, sell, assign, license, market, transfer orotherwise dispose of, give, or disclose Confidential Information to third parties (other than ContractorPersonnel who have a need to know such information). Contractor must not use Confidential Informationfor any purpose whatsoever other than the provision of Services. Contractor must advise ContractorPersonnel in writing of their obligations to keep the Confidential Information confidential. Contractor mustuse best efforts to assist DOJ in identifying and preventing any unauthorized use or disclosure of anyConfidential Information. Without limiting the foregoing, Contractor must advise DOJ immediately ifContractor learns or has reason to believe that any person who has had access to Confidential Informationhas violated or intends to violate the non-disclosure obligations of this Agreement. Contractor will at itsexpense cooperate with DOJ in seeking injunctive or other equitable relief in the name of DOJ orContractor against any such person. Contractor agrees that, except as directed by DOJ, Contractor will notat any time during or after the term of this Agreement disclose, directly or indirectly, any ConfidentialInformation to any person, except in accordance with this Agreement, and that upon termination of thisAgreement or at DOJ’s request, Contractor will provide to DOJ all documents and all other materials inContractor’s possession that contain Confidential Information. However, Contractor may keep one copy ofdocuments which contain Confidential Information as is necessary for audits and as evidence ofperformance of the Services.

6.3 Non-confidential information. Confidential Information does not include informationthat (a) is or becomes (other than by disclosure by Contractor) publicly known, (b) is furnished by DOJ toothers without restrictions similar to those imposed by this Agreement, (c) is rightfully in Contractor’spossession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement,(d) is obtained by Contractor from a source other than DOJ and without the obligation of confidentiality,(e) is publically disclosed with the written consent of DOJ, or (f) is independently developed by ContractorPersonnel who have had no access to the Confidential Information.

6.4 Protection of Personal Information. In the performance of the Agreement, Contractormay have possession or access to documents, records or items that contain “personal information” as thatterm is defined in ORS 646A.602(11), including social security numbers (“Personal Information”) of DOJemployees and invitees. Personal Information is a subset of Confidential Information that is sensitive andsubject to additional protections. Therefore, prior to the receipt of, and during any period in whichContractor has possession of or access to, any Personal Information, Contractor must have in place a formalwritten information security program that provides safeguards to protect Personal Information from loss,theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Identity TheftProtection Act, ORS 646A.600-646A.628.

6.5 In addition to and without limiting the generality of Section 6, Contractor must not breachor permit breach of the security of any Personal Information that is contained in any document, record,compilation of information or other item to which Contractor receives access, possession, custody orcontrol under this Agreement. Contractor must not disclose, or otherwise permit access of any nature, toany unauthorized person, of any such Personal Information. Contractor must not use, distribute or disposeof any Personal Information other than expressly permitted by DOJ, required by applicable law, or requiredby an order of a tribunal having competent jurisdiction.

6.6 Contractor must promptly report to DOJ any breach of security, use, disclosure, theft, loss,or other unauthorized access of any document, record, compilation of information or other item that


contains Personal Information to which the Contractor receives access, possession, custody, or control inthe performance of this Agreement or a purchase order.

6.7 Injunctive relief. Contractor acknowledges that breach of this Section, includingdisclosure of any Confidential Information or Personal Information, will cause irreparable injury to DOJthat is inadequately compensable in money damages. Accordingly, DOJ may seek and obtain injunctiverelief against a breach or threatened breach of the obligations in this Section, in addition to any other legalremedies that may be available. Contractor acknowledges that the confidentiality obligations are necessaryfor the protection of the legitimate business interests of DOJ and are reasonable in scope and content.

6.8 No publicity. Contractor must not release any news or other publicity relating to theexistence or subject matter of this Agreement or the Services without the prior written consent of DOJ,which may be withheld in DOJ’s sole discretion. Contractor acknowledges the law enforcement objectiveof this Agreement could be endangered by unauthorized publicity. Neither party grants the other the rightto use its trademarks, trade names, servicemarks or other designations in any promotion or publicationwithout prior written consent.

6.9 Security policies. Contractor must at all times comply with DOJ’s security policies.Upon DOJ’s request, Contractor must enter into, and provide to DOJ copies of, written non-disclosureagreements between Contractor and Contractor Personnel. Such agreements must identify DOJ as anintended beneficiary of obligations of Contractor Personnel under such agreements.

6.10 No rights. Except as expressly set forth in this Agreement, nothing in this Agreement maybe construed as granting to or conferring upon Contractor any right, title, or interest in any property orinterest of DOJ.

7. Contractor representations and warranties.

7.1 General representations and warranties. Contractor represents and warrants to DOJ that:

(a) Contractor has the power and authority to enter into and perform its obligation under thisAgreement.

(b) This Agreement, when signed and delivered, will be a valid and binding obligation ofContractor enforceable according to its terms.

(c) Contractor is qualified to do business in the State of Oregon, and must be professionallycompetent and duly licensed and certified by the U.S. Forest Service (USFS) to perform the Services,including reconnaissance, human short haul, and long-line helicopter operations.

(d) Contractor is not in violation of, charged with, nor, to the best of Contractor’s knowledgeafter inquiry, under any investigation with respect to a violation of any provision of any federal, state orlocal law, ordinance or regulation or any other requirement or order of any governmental or regulatorybody or court or arbitrator applicable to provision of the Services. Contractor’s provision of the Serviceswill not violate any such law, ordinance, regulation or order.

(e) To the best of Contractor’s knowledge after inquiry, Contractor’s performance under thisAgreement creates no actual or potential conflict of interest, as defined by ORS 244, for either Contractoror Contractor Personnel.


(f) The Certification Statement for Independent Contractor attached as Exhibit E is completeand accurate as of the Effective Date. Contractor must notify DOJ in writing if any such data orcertifications change during the Agreement term such they are no longer current, complete, and accurate.

(g) The Services must be provided to DOJ free and clear of any and all restrictions on orconditions of use, transfer, modification, or assignment, and must be free and clear of any and all liens,claims, mortgages, security interests, liabilities, and encumbrances of any kind.

(h) No third party has any right, title or interest in any Services supplied to DOJ under thisAgreement.

(i) As of the effective date of this Agreement, Contractor has no fewer than ten years ofexperience providing similar helicopter services for law enforcement and marijuana eradicationpurposes in one or more of the states of California, Idaho or Washington.

7.2 Contractor’s performance warranties. Contractor represents and warrants to DOJ that:

(a) Contractor has the skill and knowledge possessed by well-informed members of theaviation services industry and Contractor will apply that skill and knowledge with care and diligence soContractor and Contractor Personnel perform the Services in accordance with the highest standardsprevalent in the helicopter services industry.

(b) Throughout the Agreement term, all Services performed by Contractor must conform tothis Agreement. Contractor must perform Services free from errors and defects that impairs their use, andmust be free from defects in materials, workmanship and design.

(c) Contractor will maintain, operate, and enforce, prior to the receipt of, and during the periodin which Contractor has possession of or access to, any Personal Information, an active and effectiveinformation security program that at minimum complies with the requirements of the Oregon Identity TheftProtection Act (beginning at ORS 646A.122) to preserve the security and confidentiality of all PersonalInformation that is contained in any document, record, compilation of information or other item to whichContractor receives access, possession, custody or control.

8. Limitation of liability. Except for Contractor’s liability to third persons arising out of or related to(a) obligations of indemnity under this Agreement including under Section 9, (b) claims related toconfidentiality under Section 6, or (c) claims for personal injury, including death or damage to real propertyor tangible personal property arising from the negligence, reckless conduct or intentional acts of ContractorPersonnel, neither party be liable to the other party for any lost profits, lost savings, punitive, indirect,exemplary, consequential, or incidental damages.

9. Indemnity, defense, and insurance obligations.

9.1 General indemnity. Contractor must defend, hold harmless, and indemnify DOJ and theState of Oregon and their respective officers, employees and agents from and against all claims, suits,actions, losses, damages, liabilities, penalties, costs and expenses for personal injury, including death,damage to real property, and damage to personal property resulting from, arising out of, or relating to theintentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors,or agents (including all Contractor Personnel) under this Agreement, or under strict liability. However,Contractor has no obligation to indemnify DOJ or the State of Oregon from and against any claims, suits,actions, losses, damages, liabilities, costs and expenses attributable solely to the negligence of DOJ or theState of Oregon.


9.2 Defense obligation. Contractor’s obligation to defend and indemnify DOJ under Section9.1 is conditioned on DOJ providing to Contractor prompt notification of any claim or potential claim ofwhich DOJ becomes aware that may be the subject of that obligation. However, to the extent DOJ’s noticeis delayed, Contractor’s obligation to defend is foregone only to the extent it is prejudiced by the delay.Contractor may control the defense and settlement of any claim that is subject to Section 9.1. However,neither Contractor nor any attorney engaged by Contractor may defend the claim in the name of DOJ orState of Oregon, nor purport to act as legal representative of the State of Oregon, without the approval ofthe Oregon Attorney General. Contractor may not settle any claim on behalf of the State of Oregon withoutthe approval of the Oregon Attorney General. The State of Oregon may, at its election and Contractor’sexpense, assume its own defense by providing notice to Contractor.

9.3 Damages to DOJ property and employees. Contractor is liable for all claims, suits,actions, losses, damages, liabilities, costs and expenses for personal injury, including death, damage to realproperty, and damage to personal property of the State of Oregon or any of its employees and to any thirdparties who use the Services at the invitation of DOJ resulting from, arising out of, or relating to theintentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors,or agents under this Agreement. Individuals invited by DOJ to ride in Contractor’s Helicopters are not“guests” of Contractor as that term is used in ORS 30.115.

9.4 Insurance. Contractor must provide insurance as required by Exhibit C.

10. Events of default. Contractor will be in default under this Agreement if:

10.1 Contractor commits any material breach of any warranty, obligation or certification underthis Agreement, fails to perform the Services in conformance with the Agreement, or manifests an intentnot to perform future obligations under this Agreement.

10.2 Contractor institutes or has instituted against it insolvency, receivership or bankruptcyproceedings which are not dismissed within 60 days of their commencement, makes an assignment for thebenefit of creditors, or ceases doing business on a regular basis; or

10.3 Contractor no longer holds a license or certificate that is required for Contractor to performthe Services, or

10.4 Contractor commits a material breach and the breach is not cured, or a manifestation of anintent not to perform is not corrected by reasonable written assurances of performance, within seven daysafter delivery of DOJ’s breach notice.

10.5 A Contractor helicopter collides with the ground or any other object so as to produceconsequences that exceed in seriousness those of a hard landing that results in no damage to the helicopteror injury to individuals, or a Contractor helicopter is involved in unsafe operations.

11. Default by DOJ. DOJ is in default under this Agreement if:

11.1 DOJ fails to pay Contractor undisputed amounts due under the terms of this Agreement,and DOJ fails to cure such failure within 30 business days after delivery of Contractor’s written notice ofdefault.

11.2 DOJ commits any material breach or default of any warranty or obligation under thisAgreement, fails to perform commitments (other than payment) hereunder within the time specified, and


DOJ fails to cure such failure within 30 business days after delivery of Contractor’s written notice ofdefault.

12. Remedies for default.

12.1 DOJ remedies. If Contractor is in default under Section 10, DOJ may, at its option,pursue any or all of the remedies available to it under this Agreement and at law. DOJ remedies arecumulative and are not exclusive, and DOJ may pursue any remedy or remedies singly, collectively,successively or in any order whatsoever. If it is determined that Contractor was not in default underSection 11, the rights and obligations of the parties will treated as if this Agreement was terminated at willunder Section 13.1(a). DOJ’s remedies include without limitation:

(a) termination of this Agreement under Section 13.1(b).

(b) withholding payment for Services performed by Contractor.

(c) initiation of an action or proceeding for damages, specific performance, declaratory orinjunctive relief, or exercise of a right of setoff.

(d) the application of service credits under SOW Section 22 arising from performance failuresby Contractor.

12.2 Contractor acknowledges and agrees that service credits are not a penalty, but rather areasonable measure of damages that are intended to compensate DOJ for damages arising fromperformance failures. The service credits are a reasonable forecast of compensation for the harm that iscaused by performance failures which failures are difficult to quantify. In the event the service credits arefound to be unenforceable penalties because DOJ has the option to invoke the credits, the parties agree thatthe service credit must apply and the option must be void.

12.3 Contractor remedies. If DOJ terminates this Agreement as set forth in Section 13,Contractor’s sole remedy will be a claim, as of the notice of termination date, for any unpaid invoices forServices completed and acceptably performed. If previous amounts paid to Contractor exceed the amountdue to Contractor, Contractor must pay any excess to DOJ upon written demand.

13. Termination of Agreement.

13.1 DOJ’s right to terminate. DOJ may, at its sole discretion, terminate this Agreement, asfollows:

(a) DOJ may terminate this Agreement for any reason or for no reason upon written notice toContractor given no fewer than 14 days prior to the termination date.

(b) In addition to any other rights and remedies DOJ may have under this Agreement, DOJmay terminate this Agreement, in whole or in part, immediately upon Contractor’s default under Section10.

(c) DOJ may terminate this Agreement if DOJ fails to receive funding, appropriations,limitations or other expenditure authority at levels sufficient to pay for Contractor’s Services.


(d) DOJ may terminate this Agreement if federal or state laws, regulations, or guidelines aremodified or interpreted in such a way that the performance of the Services under this Agreement is prohibitedor DOJ is prohibited from paying for such Services from the planned funding source.

13.2 Return of DOJ property. Upon termination of this Agreement for any reasonwhatsoever, Contractor must immediately deliver to DOJ all of DOJ’s property (including withoutlimitation DOJ’s Confidential Information) that is in the possession or under the control of Contractor.

14. DOJ’s right to suspend the Services.

14.1 DOJ may suspend all or any portion of the Services due to (a) Contractor’s default such asContractor’s failure to provide Services under the Acceptance Criteria, (b) any reason in the best interest ofDOJ, or (c) for a non-appropriation of funds.

14.2 DOJ will notify Contractor in writing of the effective date of the suspension. DOJ willlater notify Contractor in writing if DOJ decides to have Contractor resume the Services.

14.3 Contractor’s responsibility during suspension. During any period when flights aresuspended, Contractor must continue to provide maintenance services for the Helicopters unless DOJ hassuspended all of the Services.

14.4 If DOJ elects to resume the Services following a suspension, Contractor must complete theServices in every respect as though its performance obligations had been continuous. The Agreementterms may be extended by the duration of the period of suspension and a reasonable period for Contractor’srecommencement.

15. Legal compliance, independent contractor, and taxes.

15.1 Compliance with law. Contractor must comply with all federal, state and local laws,regulations, executive orders, and ordinances applicable to the Agreement. Without limiting the generalityof the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executiveorders to the extent they are applicable to this Agreement: (a) Titles VI and VII of the Civil Rights Act of1964, as amended; (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (c) theAmericans with Disabilities Act of 1990, as amended; (d) Executive Order 11246, as amended; (e) theHealth Insurance Portability and Accountability Act of 1996; (f) the Age Discrimination in EmploymentAct of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (g) the Vietnam EraVeterans’ Readjustment Assistance Act of 1974, as amended; (h) ORS Chapter 659, as amended; (i) allregulations and administrative rules established under the foregoing laws; and (j) all other applicablerequirements of federal and state civil rights and rehabilitation statutes, rules and regulations. DOJ’sperformance under the Agreement is conditioned upon Contractor’s compliance with the obligations ofcontractors under ORS 279B.220, 279B.230 and 279B.235. These laws, regulations and executive ordersare incorporated by reference herein to the extent that they are applicable to the Agreement and required bylaw to be so incorporated.

15.2 Independent contractor. Contractor must perform all Services as an independentcontractor. Although DOJ has the right to evaluate the quality of Contractor’s performance, DOJ cannotand will not control the means or manner of Contractor’s performance. Contractor is responsible fordetermining the appropriate means and manner of performing the Services.

15.3 Declaration and certification. Contractor represents and certifies that (a) its performanceof the Services creates no potential or actual conflict of interest as defined by ORS chapter 244 for


Contractor or any Contractor Personnel who perform the Services, and (b) if that Contractor or ContractorPersonnel are either employed by or performing services for the federal government, that no rules orregulations of the federal agency for which Contractor or Contractor Personnel work or are employedprohibit Contractor or Contractor Personnel from providing the Services. Contractor also represents andcertifies that it is not an officer, employee, or agent of DOJ, as those terms are used in ORS 30.265.

15.4 Responsible for taxes. Contractor is responsible for all federal and state taxes applicableto compensation and other payments paid to Contractor under this Agreement and, unless Contractor issubject to backup withholding, DOJ will not withhold from such compensation and payments any amountto cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security,unemployment insurance, or workers’ compensation benefits from compensation or payments paid toContractor under this Agreement, except as a self-employed individual.

16. Venue and choice of law.

16.1 Governing law. This Agreement shall be governed by, and construed and enforcedaccording to, the laws of the State of Oregon without regard to principles of conflict of laws.

16.2 Venue for litigation. Any claim, action, suit, or proceeding (collectively, a “Claim”)between DOJ (or any other agency or department of the State of Oregon) and Contractor that arises from orrelates to this Agreement must be brought and conducted exclusively within the Circuit Court of MarionCounty for the State of Oregon. However, if a Claim must be brought in a federal forum, then it must bebrought and conducted solely and exclusively within the United States District Court for the District ofOregon. This section should not be construed as a waiver by the State of Oregon of any form of defense orimmunity, whether sovereign immunity, governmental immunity, immunity based on the eleventhamendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction ofany court. CONTRACTOR CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS INTHIS SECTION.

17. Miscellaneous terms.

17.1 Exhibits. The exhibits referenced in this Agreement and attached hereto are incorporatedherein by this reference. The exhibits are listed below:

Exhibit Exhibit titleA Statement of work.B Rates for Contractor Services.C Contractor insurance requirements.D Contractor tax certification.E Independent contractor status.F Representatives and Key Persons.

17.2 Subcontracts and assignment. Contractor must not enter into any subcontracts for any ofthe Services or assign or transfer any of its interest in this Agreement without DOJ’s prior written consent.Any proposed use of a subcontractor which is located outside the United States or use of subcontract laboror facilities located outside the United States must be called to the specific attention of DOJ. DOJ’sconsent to any subcontract or assignment will not unreasonably withheld or delayed. DOJ consent to asubcontract or assignment does not relieve Contractor of any of its duties or obligations under thisAgreement. The assignment of this Agreement, in whole or in part, to a successor organization by mergeror acquisition requires the consent of DOJ.


17.3 Successors and assigns. The provisions of this Agreement are binding upon and mustinure to the benefit of the parties hereto and their respective successors and permitted assigns, if any.

17.4 Limited third-party beneficiaries. DOJ and Contractor are the only parties to thisAgreement and are the only parties entitled to enforce its terms. Except where DOJ is a third partybeneficiary of Contractor agreements with Contractor Personnel, and for invitees of DOJ who arebeneficiaries of Contractor’s obligations and are additional insureds under Contractor’s insurance policies,nothing in this Agreement gives, is intended to give, or may be construed to give or provide any benefit orright, whether directly, indirectly, or otherwise, to other third persons.

17.5 Funds available and authorized. Other than by DOJ, Contractor will not be compensatedfor Services performed under this Agreement by any other agency or department of the State of Oregon.Contractor understands that DOJ’s payment of amounts under this Agreement is contingent on DOJreceiving appropriations, on limitations on such appropriations, and other expenditure authority sufficientto allow DOJ, in the exercise of its reasonable administrative discretion, to continue to make paymentsunder this Agreement.

17.6 Records maintenance and access. Contractor must maintain all financial records andother records relating to its performance under this Agreement in accordance with generally acceptedaccounting principles and in such a manner as to clearly document Contractor’s performance. Contractoracknowledges and agrees that DOJ, the Oregon Secretary of State, and the federal government and theirduly Representatives must have reasonable access, at their own cost and expense and only followingreasonable notice to Contractor, to such records, in paper or electronic form, to perform examinations andaudits and make excerpts and transcripts. Contractor must retain and keep accessible all such records for aminimum of six years in accordance with OAR 166-300-0015(8), or such longer period as may be requiredby applicable law, following termination of this Agreement, or until the conclusion of any audit,controversy, or litigation arising out of or related to this Agreement, whichever date is later.

17.7 Foreign contractor. If Contractor is not domiciled in or registered to do business in theState of Oregon, Contractor must promptly provide to the Oregon Department of Revenue and theSecretary of State, Corporation Division, all information required by those agencies relative to thisAgreement. Contractor must demonstrate its legal capacity to perform under this Agreement in the State ofOregon before entering into this Agreement.

17.8 Survival of terms. Contractor’s obligation to provide the Services will cease upontermination of this Agreement. The other rights and obligations which by their nature survive terminationwill survive, including without limitation Sections 6, 8, 9, 16, 17.6, 17.8, and 17.10.

17.9 Order of Precedence. This Agreement consists of the following documents that are listedin descending order of precedence: (a) the terms of this Agreement excluding the exhibits, (b) the SOW inExhibit A, (c) Exhibits B (rates for services), C (insurance), D (tax ID), E (independent contractor), F(Representatives).

17.10 Time is of the essence. Contractor agrees that time is of the essence regarding theServices under this Agreement.

17.11 Force majeure. Neither DOJ nor Contractor will be liable to the other for any failure ordelay of performance of any obligations hereunder when such failure or delay is wholly or principallycaused by acts or events beyond its reasonable control, including without limitation acts of God, acts ofcivil or military authority, fires, floods, earthquakes or other natural disasters, war, riots or strikes. Bothparties must, however, make all reasonable efforts to remove or eliminate such a cause of delay or default


and must, upon the cessation of the cause, diligently pursue performance of its obligations under thisAgreement.

17.12 Notices. Except as otherwise expressly provided in this Agreement, any communicationsbetween the parties hereto or notices to be given hereunder must be given in writing by personal deliveryof, facsimile transmission of, or mailing the same, postage prepaid, to Contractor or DOJ at the address ornumber set forth on Exhibit E, or to such other addresses or numbers as either party may hereafter indicateunder this section. Any communication or notice so addressed and mailed must be deemed to be given fivecalendar days after mailing. Any communication or notice delivered by fax must be deemed to be givenwhen the transmitting machine generates receipt of the transmission. To be effective against DOJ, such faxtransmission must be confirmed by telephone notice to DOJ Representative. Any communication or noticeby personal delivery must be deemed to be given when actually received by the named Representative.

17.13 Severability. The parties agree that if any term of this Agreement is declared by a court ofcompetent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms will notbe affected, and the rights and obligations of the parties must be construed and enforced as if thisAgreement did not contain the term held to be invalid.

17.14 Recycling. To the maximum extent economically feasible in the performance of theAgreement Contractor must use recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETEproducts (as defined in ORS 279A.010(1)(ff)), and other recycled plastic resin products and recycledproducts (as “recycled product” is defined in ORS 279A.010(1)(gg).

17.15 Counterparts. This Agreement may be executed in several counterparts, all of whichwhen taken together must constitute one contract binding on all parties, notwithstanding that the partieshave not signed the same counterpart. Each copy of this Agreement so executed will constitute an original.

17.16 Amendments. This Agreement may be amended, modified, or supplemented only by awritten amendment signed by DOJ and Contractor. Any amendment that provides for additional Servicesmay only provide for Services directly related to the scope of Services described in the SOW and noamendment must be effective until all requisite signatures and approvals are obtained.

17.17 Disclosure of federal tax number. Contractor must provide Contractor’s federal taxidentification number under ORS 305.385, OAR 125-246-0330, and OAR 150-305.100.

17.18 Waiver. The failure of either party to enforce any provision of this Agreement or thewaiver of any violation or nonperformance of this Agreement in one instance will not constitute a waiverby the party of that or any other provision nor will it be deemed to be a waiver of any subsequent violationor nonperformance. No waiver, consent, modification, or change of terms of this Agreement will bindeither party unless in writing and signed by the waiving party and, with respect to DOJ’s waiver or consent,all necessary governmental approvals must have been obtained. Such waiver, consent, modification, orchange, if made, must be effective only in the specific instance and for the specific purpose given.

17.19 Headings. The headings in this Agreement are included only for convenience and will notcontrol or affect the meaning or construction of this Agreement.

17.20 Entire agreement. This Agreement and the exhibits constitute the entire agreementbetween the parties on the subject matter hereof. There are no understandings, agreements orrepresentations, oral or written, other than those specified herein regarding this Agreement. ThisAgreement supersedes all prior communications, understandings and agreements between the partiesrelating to the subject matter hereof, whether oral or written.


17.21 No partnership. This Agreement is not intended, and must not be construed, to create apartnership or joint venture between DOJ and Contractor. Nothing in this Agreement must be construed tomake DOJ and Contractor partners or joint venture participants.

17.22 Binding effect. By execution of this Agreement Contractor hereby acknowledges thatContractor has read this Agreement, understands it, and agrees to be bound by its terms. Contractor willnot be paid for Services rendered under this Agreement before the necessary governmental approvals havebeen obtained.

Contractor: _____________, a ____________ corporation

By: _____________________________

Printed name _____________________________

Title: _____________________________

Date: _____________________________

DOJ: The State of Oregon acting by and through the Oregon Department of Justice.

By: _____________________________

Printed name _____________________________

Title: _____________________________

Date: _____________________________


Exhibit Ato


Statement of Work (“SOW”)

1. Services generally.

1.1 Background. The Oregon Department of Justice (“DOJ”) requires helicopter Services for [about]a 90 60 day period for marijuana eradication and rescue operations. DOJ needs one helicopter for use fromJuly 15, 2015 – August 14, 2015, two helicopters for use from August 15, 2015 to September 14, 2015 andone helicopter from September 15, 2015 to October 1416, 2015. (These dates are approximate.) DOJreserves the option to request an additional helicopter during the 60 day operations period, for a maximumof three helicopters. The request for a third helicopter will be contingent on need and availability. DOJwill use the helicopters in connection with DOJ’s work with federal Drug Enforcement Administration(“DEA”) under the DEA’s Domestic Cannabis Eradication and Suppression Program (DCESP).

1.2 Exclusive use. One of theThe helicopters provided under the Agreement must be made availableto DOJ exclusively during the 90 60 day Agreement period, and the second helicopter must be exclusivelyavailable to DOJ during a 90 day period beginning approximately July 15, 2014. The helicopters must bereadily available for use by DOJ in the state of Oregon.

1.3 Equipment type. The helicopters must meet the specifications set forth in Section 8.1 AircraftSpecifications.be either Bell 206 B3 or MD 500 D or E models with pilots, fuel, and maintenance support.

1.4 USFS certification. All pilots and helicopters are required to meet or exceed the nationalinspection certification (“carding”) standards for Interagency Helicopter Practical Test Standards set by theUnited States Forest Service (“USFS”). Contractor must meet this certification requirement at theAgreement’s start date. All pilots and helicopters are required to meet any new carding standardsdeveloped and implemented by the USFS during the Agreement term. (The Interagency HelicopterPractical Test standard is available at:https://www.nifc.gov/aviation/av_documents/av_helicopters/IHPPTS.pdf.)

1.5 Inspection. Contractor must be able to produce the helicopters, the personnel, and otherequipment for pre-award and post award inspection, in DOJ’s discretion. Contractor is expected to havethe helicopters in readiness at that time. The helicopter documents and current weight and balance mustalso be available for inspection at that time.

Failure by Contractor to have the helicopters, personnel and equipment available for thisinspection, or failure to be approved and acceptable at the time of inspection, may be cause for the rejectionof the helicopter, personnel, or equipment as eligible to perform the Services under this Agreement, orrevocation of the award, or Agreement termination. Helicopters and pilots must be available for flight, andno payments will be made, until approved by DOJ.

DOJ may re-inspect all helicopters and reappraise the capabilities of any pilots at any time duringthe Agreement term. Any helicopters, pilots, other personnel or equipment that is unacceptable to DOJmust not be used by Contractor under this Agreement.

The requirements for each helicopter team are identical. This program supports eradicationoperations throughout Oregon, making mobility a key factor. Therefore, Contractor must be able to respondto a designated area of operation immediately without delay to ensure timely identification and eradication.


1.6 Contractor must operate the Helicopters anywhere with the geographic airspace of the state ofOregon as directed by DOJ.

1.7 The Agreement term is from about July August 15___, 2014 2015 through October 31, 20142015.

1.8 DOJ retains ownership and control of any property which it may lend to Contractor. At any timeDOJ may demand the return of all equipment it has lent to the Contractor.

1.9 All Contractor Services must be performed by experts with an established reputation for highquality services and use of the best methods. All Contractor Services are subject to inspection by DOJ atall times during the Agreement term. If DOJ determined that the Services or materials furnished are not inaccordance this Agreement, DOJ may, at its option have the Services performed by another vendor.Contractor is responsible to any cost arising from such Services.

2. Hourly rates for flight time and standby time.

2.1 Hourly rates. DOJ will pay for the Services during the Agreement term at the ratesspecified in Agreement Exhibit B.

2.2 Eight hour payment limit per day. DOJ will not pay for more than eight hours a day ofContractor billable time each calendar day. The eight hour maximum billable time a day includes all flighttime and standby time in a calendar day. Contractor may not bill DOJ for more than eight hours a calendarday. The eight hour period is flexible from day-to-day in DOJ’s sole discretion, and billable time may notbe a contiguous eight hours, and may be broken up into various segments.

2.3 Payment example. On July 25, 2015, Contractor may be required to provide helicopterServices from 7 am to 11 am (for four hours), from 1 pm to 4 pm (for three hours), and from 6 pm to 7 pm(one hour), for a maximum total of eight billable hours that day.

If the four hour segment consists of three flight hours and one standby hour, and the three hoursegment consists of 2.5 flight hours and 0.5 standby hours, and the one hour segment consists of 0.75flights hours and 0.25 standby hours, the payment for that day will be calculated as follows (excluding anyapplicable fuel truck mileage charge for that day):

Flight time = 3 hours plus 2.5 hours plus 0.75 hours = 6.25 hours @ $859 per hour = $5,368.75Standby time = 1 hour plus 0.5 hours plus 0.25 hours = 1.75 hours @ $825 per hour = $1,443.75Total charge for July 25, 2015 = $6,812.50

2.4 Flight Time Calculations.

Flight duty limitations and flight time payments must be charged according to time as indicated by an oilpressure meter (Hobbs or equivalent) activated by the main rotor collective system, which records flighttime only.

3. Contractor invoices. All Contractor invoices must include the following:

1) Agreement number.

2) FAA registration number of the assigned helicopters.


3) The beginning and ending dates for the invoice period.

4) The number of flight hours, the number of standby hours, the number of fuel truck miles,the applicable hourly and mileage rates, and the computed total to be paid by DOJ for the Services.

5) Total invoice amount.

4. Standby Requirements.

4.1 Helicopters and pilots must be on standby seven days a week during the designated standby periodsas determined from day-to-day in DOJ’s discretion, including scheduled days off, as indicated by theProject Manager, serviced and readily available for takeoff. Helicopters may be removed from service byContractor only for maintenance purposes. However, absence of the helicopters during the daily standbyhours established by DOJ may constitute failure to perform as further described in SOW Section 22(Failure to Perform). Flight time incurred by pilots must be used in the computation of the eight hourlimitation of flight time, a standard set by FAA.

4.2 Standby (as determined in DOJ’s sole discretion) hours for the pilots will be established by DOJ,and during that time Contractor must remain on standby readily available for dispatch.

4.3 Contractor’s pilots may be required by DOJ to standby for dispatch at times other than theestablished daily standby hours when DOJ so specifies, but such standby will not exceed 14 hours in any24-hour period. Daily standby hours may be modified by DOJ when conditions are favorable to providetime off for teams.

4.4 Contractor’s time spent by pilots and personnel moving helicopters, fuel trucks, and equipment todifferent locations is travel time, and Contractor may bill for travel time at the hourly rate for standbyservices stated in Exhibit B.

5. Flight Requirements.

5.1 Takeoff on all authorized flights must be made as soon as possible after dispatch consistent withsafety and traffic clearances. No flights must be made without the approval of DOJ Representative.

5.2 All flights must be made with safety performance consistent with helicopter capabilities. Knowndistance flown and known speed of helicopters must be used as a basis to determine that flight time isreasonable. DOJ will not pay for unreasonable flight times.

5.3 Effective use of helicopters in DOJ environment requires special abilities and knowledge of flyingunder adverse conditions, the accurate manipulation of long line external loads, frequent precise lowaltitude flights and takeoff or landings under marginal conditions. A DOJ field officer’s requests during aflight are only to accomplish DOJ objective and the responsibility for aviation safety compliance must restwith the pilots.

5.4 Billable hours are limited to eight hours per day, as established in SOW section 2.2.

6. Pilot requirements.

6.1 Pilots Performance


Pilot fatigue is of utmost importance to safety. Pilots and Contractor are together responsible fordetermining the ability of pilots to perform and adhering to the flight schedules.

Quality of pilot performance may be reviewed by DOJ. Pilots may be grounded, either temporarily orpermanently, for flying in a reckless manner, continuing to be inefficient in the performance of assignedmission, or otherwise acting in a manner detrimental to the objectives of this Agreement.

6.2 Pilots Schedule

During any fourteen (14) consecutive days, pilots must be off duty for two (2) full calendar days. The two(2) off duty days need not be consecutive. Pilots must not pilot aircraft during the days off. Pilots maytravel during days off. Pilots who have accumulated 36 or more hours of flying in any six consecutive daysmust be off duty the following full calendar day. Pilots must not exceed 36 hours of flying in six days orless without having the next full calendar day off.

6.3 Pilots equipment requirements.

(a) Pilots must wear an aviator’s helmet with chin strap whenever the helicopter is in flight.The helmet must include a boom microphone and headset compatible with the communications systemsdescribed in this SOW. The helmet must be fitted to the individual and must cover the head, ears, and backof the neck.

(b) Pilots must wear long-sleeved shirt and trousers (or long-sleeved flight suit) made of fireresistant and polyamide (Nomex) material, leather boots and leather or polyamide gloves. The shirt,trousers, boots, and gloves must overlap by two (2) or more inches when the pilot is in a sitting positionwith hands on the collective and cyclic. Pilots must not wear clothing made of synthetic materials, exceptthe polyamide clothing described above.

(c) Contractor limitations placed on the pilots or helicopters shall not be acceptable during thecheck ride test period, unless these limitations are stated in the model’s helicopters flight manual.

7. Pilots Specifications.

7.1 Pilots must be qualified by the FAA as either a Commercial or ATP Helicopter Pilot and possess avalid Commercial or ATP Pilot Certificate for Rotorcraft - Helicopter.

7.2 Pilots must have passed an FAA Class II, or higher, physical examination within the six (6) monthsprior to July 1, 2015.

7.3 Pilots must possess the ability to read, write, and fluently converse in the English language.

7.4 Pilots must have entry to their log authorizing sling operations as prescribed under FAA Part 133for Class B external loads and have written proof showing experience conducting long line external loadssolely by vertical visual reference with 60 foot, 100 foot, 150 foot, and 200 foot lines. Pilots must haveexperience working with law enforcement in enforcement situations. Pilots and Contractor must providewritten evidence of passing an FAA currency flight check under Federal Aviation Regulations (FAR) Part135. Pilots must be proficient in the operation and use of the GPS and the VHF-FM radios installed in theHelicopters.

7.5 Pilots must meet the following requirements: Experience flying hours as pilot in command:


Type of flying experience Number of hoursHelicopter 1500 hoursNight flying last 60 days 2 hoursMake and model 50 hoursTotal turbine time 100 hoursHelicopter time-preceding 60 days 10 hoursMake, model and series-during last 12 months 10 hours.

1,000 Hours Helicopter time as Pilot In Command (PIC);2 Night Hours as PIC within the last 60 days;100 Hours as PIC within the last 12 months;40 Hours in helicopter models listed under Section 8.1 Aircraft Specifications2.7.2 EquipmentRequirements;10 Hours helicopter time in the preceding 60 days;10 Hours in helicopter models listed under Section 8.1 Aircraft Specifications 2.7.2 EquipmentRequirements in the last year; and40 Hours experience in marijuana/cannabis eradication operations as PIC.

7.6 Pilots Skills and Qualifications. (Must qualify at the Agreement’s start date).

(a) Pilots must have vertical reference skills, verified by USFS, the federal Department ofInterior (DOI) or DOJ. Pilots must be able to directly see the Short Haul personnel during operations.

“Short Haul” means to transport one or more persons suspended beneath a helicopter, as defined in theDepartment of the Interior Helicopter Short-Haul Handbook.

(b) Pilots must be trained in the following helicopter operations:

* Normal and crosswind landings and takeoffs.* Landings and takeoffs on sloping terrain.* Pattern flying and turns while hovering.* Maximum performance takeoffs.* Simulated high density altitude takeoffs* Quick stops* Pilots must be approved and carded for USFS/DOI long line operations* Normal and steep approaches to a landing on a designated spot* Autorotative landings (touchdown autorotations at DOJ’s option):

- From a hover- From straight ahead and 180 degrees into the wind

* Operation and procedure with servo inoperative (if applicable)* Mountain, confined area, pinnacle, and ridge line flying, takeoffs, and landings* Other emergency procedures as applicable* Long line external load operations conducted solely by vertical visual reference* Long line external live human loads conducted in comparable locations and altitudes to locations

with 100 foot to 200 foot long lines* GPS and VHF-FM radio operation.

7.7 Pilots must meet the requirements of the U.S. government and State of Oregon pilot’s approvalprograms (must be approved and carded). Pilots who are on any state or federal government “check beforeusing” list, who are currently under investigation or review, or who have performed unsatisfactorily under


any other contract or aviation program during any time in the past may not provide Services under thisAgreement.

8. Helicopter Requirements.

8.1 Aircraft Specifications.

All helicopters furnished under this Agreement must be MD Helicopters Model 500 D or E or BellModel 206B*III, and capable of hovering out of ground effect under the following conditions:

- 6,000 feet pressure altitude- 20 degrees Celsius- 200 pounds of fuel- 200 pound pilot- 750 pounds of non-jettisonable payload- Capable of cruising at 100 knots Indicated Air Speed (IAS) on a sea level standard day at

maximum gross weight.- Minimum seating for four three passengers and one pilot.- Helicopters must be certified (carded) by USFS

8.2 Helicopters and pilots must also be able to conduct Short Haul operations including use of theShort Haul Escape System (SHAPE). Helicopters must be certified as necessary to perform Short Hauloperations as set forth by the DOI Helicopter Short Haul Handbook (351 DM 1). DOJ will not provide thecomplete Short Haul rig. Helicopters must be equipped and certified as necessary to install and utilize theSHAPE for the Short Haul unit.Reserved.

8.3 Helicopter maintenance.

Contractor must maintain and operate the Helicopters in accordance with the requirements of theFederal Aviation Regulations (“FAR”) and the aviation regulations of the State of Oregon. Status as a“public aircraft” as defined by 49 USC 40125 (a) (2), applies to helicopters used under this Agreement.

8.4 The Helicopters must have a full complement of functioning instruments applicable to thehelicopters supplied and as approved by Federal Aviation Administration (FAA) for day and night VisualFlight Rules (VFR) operations under FAR Part 135. Air particle separators are mandatory on allhelicopters for which they are commercially available. No equipment, such as radios, or instruments, etc.,may be located in or on the helicopters in such a manner as to potentially cause damage or injury topersonnel or equipment, or obstruct the operation thereof.

8.5 To meet DOJ’s intended use, Contractor must supply the following equipment with the helicopters:

* A free air temperature gauge.

* One or more independently-switched white or white and red strobe lights.

* An FAA approved lap belt and shoulder harness with inertia reels for each front seat position.

* One digital hour meter must be installed. The meter must be wired in series with a switch on thecollective control, and a switch activated by engine or transmission oil pressure, or equivalentsystem, to record flight time only.


* One FAA approved self-cocking, automatic locking, cargo hook employing both electric and manualrelease systems and rated at the maximum capacity of the helicopters.

* Fire extinguishers as required by FAR Part 135 must contain Halon 1211 and be mounted inaccordance with applicable FARs.

* A communications and navigation system as described in SOW Sections 9 and 10.

* Manufacturer’s approved high landing gear or landing gear leg extensions to permit maximumclearance under the helicopters for utilization of known helicopters accessories, and those whichmay be developed during the Agreement term.

* A jump step on each side of the helicopters, constructed to provide adequate safe footing.

* First-aid equipment as listed in FAR Part 121, Appendix A, except the following must be omitted:Arm Splint and Leg Splint.

* Supplemental Type Certificate (STC) approved locking caps must be installed on all fuel filler ports.The caps must be installed in such a manner as to allow the lock to remain in place during flightand not cause damage to the helicopters.

8.6 Each helicopter furnished must be weighed annually and not more than six months prior to theEffective Date of this Agreement. A current equipment list showing installed equipment at time ofweighing must be attached to weight and balance data and entered in Contractor’s maintenance records.The helicopter weight must be actual, not computed.

8.7 The helicopters must be certified in accordance with FAA to be flown with the doors removed. Thedoors must be attached with quick-release pins if they are the hinged type.

9. Communications and related equipment requirements.

9.1 DOJ may inspect the Helicopters before the Effective Date to validate Contractor has furnished thebelow required basic communications and electronic facilities in the helicopter with additional inspectionsduring the term of the Agreement to ensure compliance.

9.2 Contractor is required to furnish the following basic communications and electronic equipment,installed and operable in each helicopter:

* Very High Frequency (VHF) communications systems for use with FAA tower, ground control,and Air Traffic Controller (ATC).

* Interphone system between pilots, observer, and two rear seat occupants.

* Integrated audio and transmitter selector system Earphone and microphone equipment.

* An airborne Global Positioning System (GPS) that complies with VFR provisions of FAAadvisory circular 20-138 and meets minimum performance standards listed in Radio TechnicalCommission for Aeronautics (RTCA) documents DO159 and DO194.

* A 4096 code transponder system with encoding altimeter or digitizer meeting the requirements ofFAR 91.215 tested and inspected in accordance with FAR 91.413.


* VHF-FM radio equipment, installed and operable, with compatible antennas as described in thesespecifications.

Contractor must supply, install and properly operate all required communications and electronic equipment.

9.3 All electronics installation work must be performed by an FAA certified radio repair technician.All workmanship and materials must meet or exceed FAA minimum standards. All Contractor furnishedelectronic communications equipment must be of types currently approved by the FAA and must haveFederal Communications Commission (FCC) acceptance where applicable. Contractor is responsible forcompliance with all SOW provisions which call for specific performance on Contractor’s part. Contractormust furnish all items required for installing and operating the required communication and electronicsequipment.

9.4 Contractor must return all DOJ property in Contractor’s custody, upon the occurrence of anyfollowing events:

* Termination of this Agreement.* Prior to the helicopters being moved out of the state of Oregon.

10. Required Communications Equipment.

10.1 VHF Communication System.

The VHF communications systems must be of a type permitting operation on a minimum of 720 crystalcontrolled aeronautical transmitting and receiving channels, and systems must be set up to provide flightcommunication as may be required by the FAA and to assure expeditious operation of the helicopters inareas of assigned operations. The VHF receiver must not be part of the navigational system. The VHF-FMradio equipment, installed and operable, with compatible antennas:

* One each Wulfsberg Electronics, Inc., Model RT-9600/C-962(A) 2, or equivalent.

* The radio must have 168.625 MHZ installed in the guard position.

* The following radio system is an acceptable alternative to the Wulfsberg RT-9600/C-962(A):

* Two Bendix/King LPH series, 100M IC-H16, or equivalent portable high band synthesized FMradios that are wired into external antennas.

10.2 These radios must be powered by the helicopter’s electrical system. Spare charged battery packsmust be carried on board the helicopters for each radio for emergency use. A synthesized Midland highband FM radio may be used in lieu of one of the above King portables, but only if the transmitter does notexceed a nominal 10 watts of RF power output and the transmitter spectrum meets FCC regulations. TheMidland does not meet the requirements of this Agreement by itself. The requirement to have a separateradio (as in the Wulfsberg) to constantly monitor a “guard” frequency while transmitting and receiving onanother FM frequency must be complied with.

10.3 Interphone System.

Helicopters must be equipped with an operational interphone system operating between the pilots, observer,and two rear seat door occupants. This system is to be independent of the transmitter and receiver and


position circuit. The interphone system must be of the override type, allowing interphone operation at anytime. Interphone operation must not mute selected audio outputs at either pilots or observer position.Interphone push-to-talk switches must be independent of transmitter microphone selector switches. Theinterphone microphone is to be energized only when the interphone circuit is activated by the pilots,observer, or rear seat occupants. Rear seat stations must have monitoring capability only. Rear seat stationsmust not have transmit capability. All microphone and headset equipment must be the same equipment asused for radiophone transmitting and receiving functions.

10.4 Integrated Audio and Transmitter Selector System.

The pilots and observer positions must each be equipped with a complete, duplicate, interchangeable, andindependent integrated audio and transmitter selector panel. Each position must have individual selections.The integrated audio and transmitter selector system must accept audio from, and connect keying andmicrophone audio to, the VHF COM and VHF-FM radiophones. The system must also provide intercombetween the pilots, observer, and two rear seat occupants. The selector panel must contain transmitter andintercom keying switches. The pilot’s and observer’s selector panel must have its own independentisolation amplifier. Isolation amplifiers must be capable of at least five (5) watts of audio input, whenpowered by the helicopters 28 volt DC normal power bus voltage. Isolation amplifiers must be currentproduction, commercially available plug-in units. These amplifiers must be incorporated within therespective selector panel units, or may be separate units. Transmitter keying and microphone selection ateither operating position must not simultaneously activate, make “hot,” place in circuit, or otherwiseinteract electronically with the microphone of the other operating position.

10.5 Earphone and Microphone Equipment

(a) The helicopters must be equipped with an aviator’s protective helmet for the pilots, andmust contain a 600 OHM impedance pair of earphones, either built in the helmet or in the helmet liner. Thepilots protective helmet must have a boom-mounted, noise canceling, microphone using a Roanwell No.9982, a Motorola No. 59-863661, or equivalent DOJ approved cartridge. All earphone-microphoneassemblies used on the helicopters must be equipped with the same type plugs which must match allhelicopters earphone-microphone jacks (i.e., U-61/U jacks and U-75/U plugs).

(b) The observer position must be equipped with a coil cord at least six feet when extended.This cord must accept a Contractor furnished earphone microphone assembly (helmet) terminated with a U-75/U plug and must have an in line dual momentary switch assembly for radio push-to-talk and intercomkeying functions.

(c) The two rear seat occupant positions must be equipped with coil cords at least six feetwhen extended. These cords must accept Contractor furnished earphone microphone assembly terminatedwith a U-75/U plug and must have an in-line single momentary switch assembly for intercom keyingfunction. Rear seat intercom function may parallel the observer’s intercom circuit.

11. Helicopter Maintenance and Inspections.

11.1 DOJ may inspect the Helicopters before the Effective Date and may conduct additional inspectionsduring the term of this Agreement.

11.2 All radio equipment, installation, and facilities may be inspected by DOJ before the helicopters areapproved for use. Installations and facilities which do not meet the terms of this Agreement may not beused.


11.3 DOJ inspections will not be made until the required equipment is complete and operational. At thetime of such inspections, Contractor must provide evidence that all required equipment, within thepreceding 60 day period, has been inspected and serviced by a certified FAA radio repair technician, andthat all workmanship and materials relating to the servicing, maintenance and repair of such equipmentmeet or exceed FAA minimum standards. These inspection requirements apply to all communications andelectronics system that Contractor installs in the helicopters during the Agreement term. At the time of theinitial inspection, Contractor must supply a list of all items installed in the helicopters which are required tobe overhauled or replaced on a specific time basis. This list must include the component names, serialnumbers, service life (or inspection overhaul time), total time since major overhaul or inspection, and hoursremaining before replacement, overhaul, or inspection. Contractor must provide at least two copies of thislist for DOJ’s use.

12. Helicopter and Facilities Maintenance.

12.1 Contractor must supply and maintain the tools and equipment required for helicopter maintenance.Helicopters used under this Agreement must be constantly maintained by Contractor in good mechanicaland airworthy condition.

12.2 Contractor must provide personnel and equipment necessary for the daily maintenancerequirements. Contractor must either possess or have available all the necessary facilities for majormaintenance requirements within a radius of two hours flight time and or the ability to transport anadequate mobile maintenance facility and mechanics capable of performing the maintenance in the field toany location in the state of Oregon. This must include, but not be limited to, shop equipment, personnel,tools, spare parts, and accessories. Failure to meet any of the maintenance requirements must constitutedefault under Agreement Section 10.

12.3 Contractor must have at least one full time FAA certified airframe and power plant (“A&P”)certified mechanic employed for the Agreement term within two hours travel time for each helicoptercovered by this Agreement. If the helicopters have not flown for a period of seven consecutive days,Contractor must perform a check flight of not less than 10 minutes in duration. DOJ will not separately payfor flight checks -- such checks are part of Contractor’s normal maintenance obligations. If anymaintenance procedure is performed on the helicopters that requires a flight test in accordance with themanufacturer’s recommendations, it must be flown at Contractor’s expense prior to any use by DOJ.Contractor must inform DOJ prior to any flight test which occurs during the Agreement term. After a flighttest is completed, DOJ may make a determination whether a tested helicopter may be placed back intoservice.

12.4 If there is structural damage to a helicopter which requires the realignment or replacement of acomponent, Contractor must notify DOJ immediately of the parts involved and the circumstances whichresulted in the damage. DOJ may investigate and may make a determination as to whether the damagedhelicopter may be placed back into service. Contractor is responsible for investigation of all incidents andaccidents. Contractor must keep accurate and timely engine log books for the helicopters which shall beopen to inspection by DOJ at any time. All flight time, and required tests and checks must be recorded inthe log books. Pilots may not perform maintenance on helicopters except as specified in SOW Section 12.5below.

12.5 If a pilot is an FAA certified A&P mechanic, Contractor may perform maintenance in accordancewith Contractor instructions. Further, simple disassembly and assembly of cowlings, as required fornormal pre-flight, post flight and servicing operations may be allowed for pilots who are not A&Pmechanics. The replacement of light bulbs (not requiring specialized tools or techniques) and minorcomponents (seats, radios, etc.) is considered disassembly and assembly operations. Any such work done


by a pilot counts toward his duty and rest hour limitations in Section 6.2. Any such work done during thedaily availability period constitutes non-availability. However, preventative maintenance may notconstitute ability, as long as the helicopters can be made airworthy and subsequently become airbornewithin the specified dispatch limits in this SOW. Pilots must not perform any maintenance on an engine,landing gear, drive train, propeller, rotor blade, or flight control components or accessories unless they areA&P mechanics, are properly trained in those operations, and have the proper tools. No work must bedone on any helicopters unless the individual doing the work has the correct tools.

12.6 Notwithstanding Federal Aviation Regulation 43.3, pilots may perform preventative maintenanceon the helicopters, provided:

* Pilots must be trained by Contractor to perform preventative maintenance on the make and modelhelicopters.

* Contractor has provided DOJ with a list of the training provided and a list of the specific maintenanceactions a pilot is authorized to perform.

* Pilots provide written evidence of all required training.

* NOTE: Chip detector removal, inspection, and re-installation is considered as preventativemaintenance.

13. Engine Performance Check.

13.1 At the end of the last flight of each day, Contractor must record the following helicopterparameters:

* Pressure altitude at landing (PRESS. ALT.)

* Outside air temperature (OAT)

* Gas producer at operating rpm (GAS PROD)

* Torque at operating rpm (TORQUE)

* Turbine temperature at operating rpm (TURB. TEMP. ACT.)

* Idle turbine temperature (IDLE TEMP.)

* The time it takes (seconds) during shutdown for the gas producer rpm to coast down from idlerpm to Ng tachometer stoppage (COST DOWN TIME)

13.2 Contractor must record the Engine Health Indicator Test form (FC-123).

13.3 Contractor must compare each flight’s information to establish a trend in engine performance. Anengine trend chart must be established and maintained by the pilots and be available to DOJ. At least onceduring each 10 hours of flight time, or every 10 days, whichever occurs first, Contractor must check theengine performance as recommended by the manufacturer, and record the results in the aircraft’s log books.If engine performance is suspect, Contractor must notify DOJ. Any time a helicopter’s capability toperform is suspect, Contractor must contact DOJ.


14. Substitution of Helicopters and Pilots.

Contractor may substitute helicopters or pilots provided the substituted helicopters or pilots meet all theterms of this Agreement, if DOJ has approved the proposed substitution in writing. Pilots and supportpersonnel must be identified and are subject to the background check in SOW Section 25. Promptidentification of proposed substitutes by Contractor is necessary to minimize interruptions in service.

15. SERVICE TRUCK SPECIFICATIONS.

15.1 DOJ may inspect Contractor’s service trucks before the Effective Date and conduct additionalinspections during the Agreement term.

15.2 The service trucks must be inspected and carded by USFS. A service truck must be provided witheach helicopter. This service truck must be stationed at the location or locations specified by DOJ.Contractor must provide the pilots, fuel truck driver, and any other company personnel assigned to thisAgreement.

15.3 Service trucks must be capable of transporting fuel over extremely rough mountain roads.

15.4 Service trucks must be capable of supporting the helicopters for extended periods, and must beproperly maintained, clean, and reliable. Service trucks with frequent breakdown histories must bereplaced. Spare filters, fuses, seals, and other components of the service truck filtering system must bestored in a clean, dry area in the vehicle. A minimum of one set is required. Filters must be replaced byContractor at the time of the inspection by DOJ or otherwise as needed. The service truck tank capacitymust be sufficient to sustain eight hours of helicopter flight. The service truck manufacturer’s gross vehicleweight (GVW) must not be exceeded. Fuel trailers are not acceptable as a means of meeting the capacityrequirements. All tanks must be securely fastened to the truck bed.

15.5 The 10 gallon per minute filter is the minimum size acceptable. Filter and pump system sizes mustbe compatible with the helicopters being serviced. The filter manufacturer’s operating, installation, andservice manual must be available at all helicopter locations for use by the service truck driver. Fuel pumpinlet (foot valves), or stand pipes, must be a minimum of three (3) inches above the bottom of the tank.When a gasoline engine power pump is utilized, the engine must have a shielded ignition system, and aspark arrester installed. The gas tank of the truck and the jet fuel tank carried by the truck must both havelocking filler caps. The fuel truck driver must be properly licensed, trained, and capable in the operationand maintenance of the fuel truck.

16. Service Truck Equipment.

16.1 Contractor must mount fire extinguishers in a manner so that they are readily available at all timesand must be rated as follows: Service Truck Capacity Fire Extinguisher Rating.

16.2 Contractor must comply with National Fire Protection Agency (NFPA) #10, Standards for PortableFire Extinguishers.

16.3 Contractor must ensure tanks erected for above ground storage and tanks mounted on trucks areequipped with a pump drain valve at the lowest point. When the service truck tank is being filled from thestorage tank, the fuel must flow through a filter system that meets all of the specifications defined in thisAgreement. The filtering systems must be equipped with a differential pressure monitoring system. Twogauges, one on the inlet side and one on the outlet side of the filtering system must be used. The gaugesmust be of like calibration. The gauge sensitivity must be sufficient to allow the operator to readily detect a


5 pounds per square inch (psi) change in pressure differential. The gauges must be positioned to allow thefuel handler to have a full view while fueling the helicopters. Fittings for the gauges must be sufficientlyrestricted to prevent rapid needle oscillation. Only hoses designed for dispensing of fuel must be used.Hoses must be kept in good repair. Fuel nozzle must include a 100 mesh (or finer) screen, a dust protectivedevice and a bonding clip or plug. There must be a fuel metering device, accurate to within two percent forregistering quantities in U.S. gallons of fuel pumped. The meter must be positioned to allow the fuelhandler to have full view while fueling the helicopters.

16.4 Fuel truck must have a bonding and ground cable to ground the helicopters to the truck.

16.5 Service Truck Marking “No Smoking” signs, with lettering a minimum of three (3) inch size, mustbe visible from both sides and rear of truck. The fuel and service truck assigned to each helicopter must beconspicuously and legibly marked to indicate the nature of the fuel. The marking must be on each side andthe rear, in lettering not less than three (3) inch size, on a background of sharply contrasting color, such asAvgas by grade or jet fuel by type. Example: “Jet-A” - white on black background, “Avgas 100" - white ongreen background. Service truck must bear placards in accordance with 49 CFR 172.

16.6 Service Truck Filtering System (three-stage or single is acceptable). The first and third elements ofa three-stage system and the elements of a single-stage must be new and installed by Contractor during theinitial inspection. The separator element (Teflon screen) of the three-stage system must be inspected andtested, as prescribed by the manufacturer, during the inspection. The filter assembly must have a placardwith that data. The bottom of the filter assembly must be mounted to allow room for at least a quart size jarto be inserted under the drain for draining and pressure flushing of the unit. Water sight gauge balls mustbe visible. Three-Stage (filter, water separator, monitor) System Fueling systems must utilize a three-stagesystem such as a Facet Part Number 050970-M2 for a 10 gallon per minute (“gpm”) pump, or equal. AFacet Part Number 050971-M2 for a 10 gallon per minute pump, or equivalent. An acceptable third stage(monitor) unit is a Facet Part Number 041420-M2 or Velcon CDF 220A for a gpm flow. Facet 041210-M2or Velcon CDF 210A for ten gpm systems.

16.7 If the pump produces less than 25 psi pressure, the Velcon third stage, or equal, (monitor) must beused. Fuel pump must produce a minimum continuous flow rate above 50% of the rated flow of the thirdstage element. Single-Stage System: Fueling systems must utilize a single element system such as aVelcon filter canister with Aquacon cartridge of a size compatible with pumps flow rate. For example:Velcon VF-61 canister with an AC-51205 cartridge.

17. FUELING.

17.1 Contractor must supply all fuel. All fuel must be commercial grade aviation fuel. Contractor’sfueling operations, including storage and handling, must comply with the manufacturer’s recommendationsand all applicable FAA standards. Contractor must comply with NFPA Standard No. 407 (the HelicopterFuel Servicing). Additionally, if storage facilities contain more than1320 gallons in total, or any onesingle container contains more than 660 gallons, then the regulations of the federal EnvironmentalProtection Agency (EPA) will apply. See Title 40, Code of Federal Regulations, Part 112 (40 CFR 112).Fuel must pass through filtering system, as described in this SOW, in accordance with the filtermanufacturer’s recommendations.

18. TRANSPORTATION.

Contractor must require its personnel to provide their own personal transportation when they are off duty.DOJ is not responsible for transporting Contractor personnel.


19. Miscellaneous requirements.

19.1 In addition to applicable federal, state, and local laws, policies, procedures, and regulations,

Contractor is subject to the following requirements:

(a) Base Facility Inspection. DOJ may inspect the home base of operations of Contractor. IfContractor does not have the facilities to perform under the terms of this Agreement, DOJ mayterminate this Agreement.

(b) Midair Refueling. Hot refueling may be done at the discretion of the pilot.

(c) Remaining at Helicopters Controls. Helicopter pilots may not leave the controls of theiraircraft while the rotors are turning.

(d) Unstable Landings. All landings must be made to flat pitch. No unstable (one skid or lighton the skids) landings must be made, except when DOJ Representative and the pilot have ensuredall teams are adequately trained in “stepping off of a skid.”

19.2 Revocation of pilot approval. DOJ may suspend or reject a pilot from providing Services in DOJ’ssole discretion. Potential reasons for suspension or rejection include without limitation:

(a) Accidents. Immediately after an accident, helicopter pilots who were in control of thehelicopter must be grounded until such time as the pilot is returned to flight duty by DOJ.Representative

(b) Placing anyone’s safety in danger by careless or reckless operations. When, in the solejudgment of DOJ, a pilot is operating a helicopter in a careless or reckless manner so as toendanger the life or property of another.

(c) Continued inefficient or ineffective helicopter operation as determined by DOJ.

19.3 Other requirements.

(a) Equipment security. Contractor is responsible for the security of all its equipment,including the helicopters.

(b) Avionics proficiency. Contractor is responsible for ensuring that all its pilots are fullyproficient in the use of all avionics installed in the helicopters including without limitation theGlobal Positioning System. Pilots found not to be proficient may not provide Services under thisAgreement.

(c) Chain of command. Pilots must take direction ONLY from DOJ Representative ordesignee. No other DOJ personnel are authorized to assign duties or flights to the pilots. If otherpersons attempt to do so, regardless of the reason, the pilots must direct them to DOJRepresentative. Only if DOJ Representative authorizes specific individuals for specific missions toprovide instructions, may the pilots take direction from such individuals.

(d) No smoking. Smoking is prohibited at all times in and around the helicopters. Smoking isprohibited as posted on service and fuel trucks.


(e) Contractor is responsible for helicopter damage. Any loss, damage, or costs of repairs tohelicopters are the sole obligation of Contractor. Payment to Contractor in accordance with therates specified in Agreement Exhibit B is the sole cost to DOJ, whether or not costs incurred forreplacement of, or repairs to, helicopters is covered by insurance. Contractor and ContractorPersonnel must possess all required federal, state, and local licenses, certifications and permits, andmust comply with all applicable laws, regulations or rules and pay all applicable federal, state, andlocal taxes arising from Contractor performance under this Agreement.

19.4 On or before the Effective Date, DOJ may request, and Contractor must make available forinspection, all licenses, certificates, permits, and policies required in the performance of this Agreement.DOJ Representative or his or her designee must control all helicopters use.

20. OPERATING COSTS.

20.1 Contractor understands and agrees that the rates paid by DOJ as stated in Agreement Exhibit Binclude all compensation for helicopters and pilots, service personnel operating expenses and maintenanceof helicopters, fuel truck mileage, and any costs incurred incidental to performance under the terms of thisAgreement, such as transportation of Contractor Personnel, operating charges or fees, phone calls, supplies,materials, etc.

20.2 Airport costs incurred by Contractor as the result of a dispatch for DOJ will be paid by DOJ. Suchpayment will be made by DOJ to the airport owner and must be limited to landing, takeoff, or operatingfees levied by the airport owner in accordance with an established fee schedule.

20.3 Upon 24-hour notice to DOJ, Contractor must to provide a relief pilot, if a primary pilot isunavailable or unable to fly (for example, due to sickness or a required court appearance).

21. RESERVED.

22. Failure to perform.

22.1 If Contractor is unable to perform the Services as to quality, quantity, or for any other reasonviolates the specifications in this Agreement, such action shall constitute cause to terminate underAgreement Section 13.1(b). In case of early termination, DOJ may choose to obtain the Services fromanother vendor.

22.2 Contractor must notify DOJ in writing if Contractor is unable to perform the Services for anyreason. All time from when this notification is delivered to when Contractor is again able to provideServices will not be considered Stand-by time and may not be billed by the Contractor.

22.3 Contractor’s failure to perform is defined to include without limitation:

(a) The failure of Contractor to have the helicopters and related equipment serviced and inreadiness for flight during the daily standby hours established by DOJ.

(b) Failure of the pilots to be in readiness for flight during the daily standby hours establishedby DOJ or when required to be on standby in accordance with DOJ requirements.

(c) The failure of helicopters to become airborne within five minutes from the time ofdispatch, unless such failure was caused by DOJ or by the pilots inability to obtain an air traffic controlclearance.


(d) The failure of the pilots to locate and reach the desired destination providing such failurewas not caused by an improper heading given by DOJ.

(e) The accidental or careless dropping of a sling load on a non-target area.

(f) The intentional dropping of a sling load because of a mechanical malfunction, because ofan emergency, or as a precautionary measure, will not in itself constitute an incident of failure to perform.However, the pilots or helicopters, or both, must be grounded after such action until an investigation byDOJ and corrective measures by Contractor have been taken. Such grounding shall constitute failure toperform, if Contractor or pilots are found to be at fault. A written record of each incident of failure toperform, with a description of the details, may be prepared by DOJ and provided to Contractor ProjectManager.

22.4. In the event of a Contractor failure to perform under this section, DOJ may, in addition to pursuingany other remedies under this Agreement for the failure to perform, elect to require Contractor to grantDOJ service credits as compensation for Contractor’s failure to perform. If DOJ notifies Contractor of itselection to apply service credits under this section, the service credits shall amount to no fewer than thenumber of hours (rounded up to the nearest full hour) lost or rendered unproductive by Contractor’s failureto perform, and those hours shall be given the same classification (helicopter model, Standby, or FuelTruck) as the hours lost due to the failure to perform. It is provided, however, that when a failure toperform results in the abortion of a mission or the failure of the mission to accomplish its purpose, theservice credit shall equal the number of hours that would have been required to complete the mission had itbeen successful.

23. License and permits.

Contractor must make available to DOJ upon request proof of insurance, pilots and helicopter carding,business license, and applicable permits, licenses and other forms of documentation required to comply thisAgreement and with applicable laws and regulations.

24. Insurance Requirements. See Exhibit C to the Agreement.

25. Security and background clearance checks.

25.1 Because of the sensitive nature of DOJ operations, Contractor and Contractor Personnel must passa security and background clearance. Prior to the Effective Date, all pilots, ground crew, any replacementpersonnel and other company personnel associated with the Services must complete the security andbackground clearance. This security and background clearance consists of a search through the State ofOregon and Federal Bureau of Investigation (FBI) criminal history systems. These systems may includewithout limitation the following: federal and state criminal records, outstanding warrants, restrainingorders, automated property, and firearms clearances.

25.2 In order to facilitate the completion of the background process, each Contractor Personnel will berequired to complete forms provided by DOJ prior to the Effective Date. Contractor Personnel cannotbegin providing Services prior to the approval of the security and background clearance check.

25.3 DOJ’s security and background clearance forms include:


(a) Personal History Statement. This form includes the required following information:personal, relative and references, education, residences, experience and employment, militaryservice, financial, legal, motor vehicle operation, and general information.

(b) Authority to Release Information Form.

(c) Fingerprint Card - Form # FD-258; and Live Scan Fingerprint Form. (One or the other, notboth, of the fingerprint forms is required to complete the security and background clearance check.The fingerprint form used will be dependent upon the availability of the system used by thefingerprinting facility.)


Exhibit Bto


Rates for Contractor’s Helicopter Services

Billable Item Rate Unit

Bell 206 B3 Hour

MD 500 D/E Hour

Alternate Model Hour

Standby (Non-Flight)Services

Hour

Fuel Truck Mile

The hourly and mileage rates stated in this Exhibit B reflect the only compensation payable by DOJ toContractor under this Agreement. Any other expenses arising from Contractor’s provision of Servicesunder this Agreement are at Contractor’s sole expense.

The hourly rate for standby (non-flight) Services is the applicable payment rate for Contractor’s travel time,even when the travel involves helicopter flight time.


Exhibit Cto


Contractor Insurance Requirements

A. REQUIRED INSURANCE. Contractor must obtain at Contractor’s expense the insurance specified inthis section prior to performing under this Agreement and must maintain it in full force and at its ownexpense throughout the duration of this Agreement, as required by any extended reporting period or tailcoverage requirements, and all warranty periods that apply. Contractor must obtain the following insurancefrom insurance companies or entities that are authorized to transact the business of insurance and issuecoverage in State and that are acceptable to Agency. Coverage must be primary and non-contributory withany other insurance and self-insurance. Contractor must pay for all deductibles, self-insured retention andself-insurance, if any.

WORKERS’ COMPENSATION & EMPLOYERS’ LIABILITYAll employers, including Contractor, must provide workers’ compensation insurance as required byapplicable workers’ compensation laws for persons performing work under this Agreement includingEmployers’ Liability Insurance with limits not less than $500,000 each accident. Contractor mustrequire and ensure that each of its subcontractors complies with these requirements.

COMMERCIAL GENERAL LIABILITY:Required

Commercial General Liability Insurance covering bodily injury, death and property damage in a formand with coverage that are satisfactory to the State. This insurance must include personal injuryliability, products and completed operations, and contractual liability coverage. Coverage must bewritten on an occurrence basis in an amount of not less than $2,000,000 per occurrence. Annualaggregate limit must not be less than $4,000,000.

AUTOMOBILE LIABILITY INSURANCE:Required

Automobile Liability Insurance covering all owned, non-owned, or hired vehicles with a combinedsingle limit of not less than $2,000,000 for bodily injury and property damage.

PROFESSIONAL LIABILITY :Required

Professional Liability insurance covering any damages caused by an error, omission or any negligentacts related to the Services to be provided under this Agreement in an amount not less than $2,000,000per occurrence. Annual aggregate limit must not be less than $4,000,000. If coverage is on a claimsmade basis, then either an extended reporting period of not less than 24 months must be included in theProfessional Liability insurance coverage, or the Contractor must provide Tail Coverage as statedbelow.

POLLUTION LIABILITY:Required

Pollution Liability Insurance covering Contractor’s liability for bodily injury, property damage andenvironmental damage resulting from either sudden or gradual accidental pollution and related cleanupcosts incurred by Contractor, all arising out of the Goods delivered or Services (including


transportation risk) performed under this Agreement is required. Combined single limit per occurrencemust not be less than $2,000,000. Annual aggregate limit must not be less than $4,000,000.

An endorsement to the Commercial General Liability or Automobile Liability policy, coveringContractor’s liability for bodily injury, property damage and environmental damage resulting fromsudden accidental pollution and related clean-up cost incurred by the Contractor that arise from theGoods delivered or Services (including transportation risk) performed by Contractor under thisAgreement is also acceptable.

AIRCRAFT LIABILITYRequired

Aircraft Liability Insurance with a combined single limit for bodily injury and property damage liabilityincluding passengers of not less than $2,000,000 per occurrence/aggregate.

B. ADDITIONAL INSURED. The Commercial General Liability insurance and Automobile Liabilityinsurance required under this Agreement must include the State of Oregon, its officers, employees andagents as Additional Insureds but only with respect to Contractor's activities to be performed under thisAgreement. Coverage must be primary and non-contributory with any other insurance and self-insurance.

C. “TAIL" COVERAGE. If any of the required professional liability insurance is on a "claims made"basis, Contractor must either maintain either “tail" coverage or continuous "claims made" liabilitycoverage, provided the effective date of the continuous “claims made” coverage is on or before theeffective date of this Agreement, for a minimum of 24 months following the later of (i) Contractor’scompletion and Agency’s acceptance of all Services required under this Agreement, or, (ii) The expiration ofall warranty periods provided under this Agreement. Notwithstanding the foregoing 24-month requirement, ifContractor elects to maintain “tail” coverage and if the maximum time period “tail” coverage reasonablyavailable in the marketplace is less than the 24-month period described above, then Contractor must maintain“tail” coverage for the maximum time period that “tail” coverage is reasonably available in the marketplace forthe coverage required under this Agreement. Contractor must provide to Agency, upon Agency’s request,certification of the coverage required under this section.

D. CERTIFICATE(S) OF INSURANCE. Contractor must provide to Agency Certificate(s) of Insurancefor all required insurance before delivering any Goods and performing any Services required under thisAgreement. The Certificate(s) must specify all entities and individuals who are endorsed on the policy asAdditional Insured (or Loss Payees). Contractor must pay for all deductibles, self-insured retention andself-insurance, if any. The Contractor must immediately notify DOJ of any change in insurancecoverage.


Exhibit Dto


CERTIFICATE OF COMPLIANCE WITH OREGON TAX LAWS

CERTIFICATE OF COMPLIANCE WITH OREGON TAX LAWS.

I, the undersigned, hereby swear or affirm under penalty of perjury: (Check one)____ that Contractor is, to the best of my knowledge, not in violation of any Oregon tax laws.____ that I am authorized to act in behalf of Contractor , that I have authority and knowledge regarding thepayment of taxes, and that Contractor is, to the best of my knowledge, not in violation of any Oregon taxlaws.

For purposes of this certificate, “Oregon tax laws” means those programs listed in ORS 305.380(4).Examples include the state inheritance tax, personal income tax, withholding tax, corporation income andexcise taxes, amusement device tax, timber taxes, cigarette tax, other tobacco tax, 9-1-1 emergencycommunications tax, the elderly rental assistance program and local taxes administered by the Departmentof Revenue (Lane Transit District Self-Employment Tax, Lane Transit District Employer Payroll Tax, Tri-Metropolitan Transit District Employer Payroll Tax, and Tri-Metropolitan Transit District Self-Employment Tax).

Contractor: _____________, a __________ corporation

Signature: ____________________________________

Printed Name: ________________________________

Title: ________________________________________

Date: ________________________________________


Exhibit Eto


Certification Statement for Independent Contractor

Part A. CONTRACTOR IS A CORPORATION.

The Contractor is a corporation authorized to do business in the State of Oregon.

Contractor Signature ____________________________________ Date _____________

(If the Contractor signs Part A, the remainder of this Certification Statement does not need to becompleted.

The Contractor must return this form, regardless of which Parts are completed to the Agency.Contractor must complete either Part A or Part B).

Part B. CONTRACTOR IS AN INDEPENDENT CONTRACTOR. (Used when the Contractor is anindependent contractor or is a professional corporation and meets the following standards).

1. Contractor is licensed under ORS chapter 701 to provide labor or services for which such registration is

required.

2. Contractor filed federal and state income tax returns in the name of its business or a business Schedule C as

part of the personal income tax return, for the previous year, or expects to file federal and state income tax

returns, for labor or services performed as an independent contractor in the previous year.

3. Contractor will furnish the tools or equipment necessary for the contracted labor or services.

4. Contractor has the authority to hire and fire employees who perform the labor or services.

5. Contractor represents to the public that the labor or services are to be provided by independently established

business as four (4) or more of the following circumstances exist. (Please check four or more of the

following:)

A. The labor or services are primarily carried out at a location that is separate from Contractor’s

residence or is primarily carried out in a specific portion of my residence, which is set aside as the

location of the business.

B. Commercial advertising or business cards are purchased for the business, or Contractor has a trade

association membership;

C. Telephone listing is used for the business that is separate from the personal residence listing.

D. Labor or services are performed only pursuant to written contracts.

E. Labor or services are performed for two or more different persons within a period of one year.


F. Contractor assumes financial responsibility for defective workmanship or for service not provided

as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or

liability insurance relating to the labor or services to be provided.

Contractor Signature Date

(Agency completes Part C below when independent contractor completes Part B above.)

Part C. AGENCY APPROVAL.

ORS. 670.600. Independent Contractor Standards. As used in various provisions of ORS chapters 316, 656,

657 and 701, an individual or business entity that performs labor or services for remuneration must be

considered to perform the labor or services as an "independent contractor" if the standards of this section are

met. State agency certifies the contracted work meets the following standards:

1. Contractor is free from direction and control over the means and manner of providing the labor or services,

subject only to the specifications of the desired results.

2. he Contractor is responsible for obtaining all assumed business registrations or professional occupation

licenses required by state law or local ordinances.

3. Contractor furnishes the tools or equipment necessary for the contracted labor or services.

4. Contractor has the authority to hire and fire employees to perform the labor or services.

5. Payment to Contractor is made upon completion of the performance or is made on the basis of periodic

progress payments as outlined in Exhibit A.

Agency Signature Date

DOJ Contract Manager, or Authorized Designee

(Agency’s certification is solely for the State's benefit and internal use.)


Exhibit Fto


Representatives and Key Persons

A. DOJ Representative is Mike Loughary.

B. The Project Manager, Key Persons and representative for the Contractor are______________________________________________________.

Marijuana Eradication Helicopter Contract 2015

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