Marijuana Eradication Helicopter Contract 2015

Helicopter Services Agreement
This Helicopter Services Agreement (this Agreement) is entered into by and between the State of
Oregon 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 marijuana
eradication program. This program is funded in part by the federal Drug Enforcement Administration
(DEA) under the DEAs Domestic Cannabis Eradication and Suppression Program (DCESP). To select a
vendor, 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 the
Services under the terms of this Agreement, and, in exchange for DOJs payment obligations, Contractor
desires to perform the Services for DOJ. Contractor is aware of the law enforcement nature of this
Agreement and the inherent risks in providing these Services, and has warranted to DOJ that it has at least
ten years of experience providing similar helicopter services for law enforcement and marijuana eradication
purposes 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 the
Services according to the Acceptance Criteria.
(b)
Acceptance Criteria means the criteria for evaluating the Services including, without
limitation to the specifications and requirements in Exhibit A, the Statement of Work.
(c)
Acceptance Tests means those tests which are intended to determine compliance of
Services with the Acceptance Criteria of this Agreement.
(d)
Representative means a person representing a party to this Agreement who is authorized
to make commitments and decisions on behalf of the party regarding the performance of this Agreement.
Contractors Representative (the Project Manager) and DOJs 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 in
Exhibit A, Contractor will provide the Services seven days a week during the Agreement term, including
on weekends and holidays.
(f)
Confidential Information is defined in Section 6.1.
(g)
Contractor Personnel means all employees of Contractor who are authorized to perform
Services under this Agreement. The term also means any subcontractors of Contractor who are specifically
approved in writing by DOJ to perform Services for DOJ on behalf of Contractor under this Agreement.
Helicopter Services Agreement for 2015

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(h)
Services.
DAS means the State of Oregon acting through its Department of Administrative
(i)
Effective Date means the date on which this Agreement is fully signed and approved by
DOJ according to applicable laws, rules and regulations.
(j)
Helicopters means the helicopters described in Exhibit A which Contractor uses to
provide the Services.
(k)
Key Persons means Contractors Representative, the Project Manager, and all other
Contractor personnel designated as key persons in Exhibit F.
(l)
Maximum Compensation is defined in Section 4.1.
(m)
Project Manager means Contractors representative identified in Exhibit F who manages
the Services with DOJs Representative to ensure prompt and compliant performance of the Services.
(n)
Services means all effort to be expended by Contractor under this Agreement including
all 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 be
provided by Contractor, the payment terms for the Services, and any other service-related terms as agreed
by the parties.
2
Agreement term. This Agreement is effective on the Effective Date, and will expire, unless
otherwise terminated, on the earlier of (1) 90 days from the Effective DateOctober 16, 2015, or (2) at the
time 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 SOW
and the standards set forth in this Agreement. Contractor must perform the Services throughout the
Agreement term. Contractor understands and agrees that DOJ makes no representation or guarantee
whatsoever that Contractor will receive or be assigned to perform any specific amount, value, or volume of
Services under this Agreement.
3.2
Review of Services. If DOJ determines that the Services do not meet the Acceptance
Criteria, DOJ will notify Contractor in writing of DOJs rejection or suspension (under Agreement Section
14) of the Services, and describe in reasonable detail DOJs basis for rejection or suspension. Upon receipt
of notice of rejection or suspension, Contractor must, within a four day period, modify the Services or, at
the election of DOJ, re-perform the Services at Contractors sole expense so that the Services meet the
Acceptance Criteria. Contractor must notify DOJ in writing that it has modified the Services and describe
the modifications. DOJ may review the modified Services after receipt of the Contractors notice. Failure
of the modified Services or the re-performed Services to meet the Acceptance Criteria after review by DOJ
may constitute a default by Contractor. If such default occurs, DOJ may either (a) notify Contractor of
such default and instruct Contractor to modify or re-perform the Services again, or (b) notify Contractor of
such default and instruct Contractor to cease work on the Agreement, in which case Contractor must refund
to DOJ all amounts paid for the non-conforming Services. Further, DOJ has no obligation to pay for non-

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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 the
SOW. Prior to the Effective Date, DOJ may test the Services to determine if they meet the Acceptance
Criteria. 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 seven
days 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 the
Helicopters consistent with the Contractors maintenance obligations described in Exhibit A. Contractor is
obligated to promptly cure defects that prevent the Services from meeting the Acceptance Criteria and
warranties.
3.5
Exclusive use of Helicopters. Subject to the provisions Contractors obligations with
respect to Confidential Information in Section 6, nothing in this Agreement limits Contractors ability to
provide 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 exclusively
for DOJ use, and accordingly must not be otherwise used, even during periods when they are not in active
or standby use by DOJ.
3.6
If this Agreement requires DOJ to provide any resources, and DOJ delays in providing
such resources, or delays to provide such resources in a timely manner for a period not to exceed 30 days,
Contractors sole remedy will be to suspend its obligation to provide the Services for a period
corresponding to DOJs delay. If DOJs delay in providing necessary resources exceeds 30 thirty days and
Contractor can show to the reasonable satisfaction of DOJ that DOJs delay has resulted in an unavoidable
increase in the cost of the Services, Contractor can request a reasonable increased cost. Contractors delay
may be exercised only if Contractor provides DOJ with reasonable notice stating DOJs delay and if
Contractor uses best efforts to perform notwithstanding DOJs delay.
3.7
Law enforcement risk assumed. Contractor is aware of the law enforcement nature of
this Agreement and. Contractor expressly assumes the risk to Contractor Personnel and to Contractor
equipment arising from the provision of high risk services in a law enforcement and drug eradication
setting. In addition to the insurance required by Agreement Exhibit C, Contractor has and will obtain
whatever 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 the
contrary, the maximum, not-to-exceed compensation that DOJ will pay to Contractor under this Agreement
is Four Hundred and Fifty Thousand Dollars ($450,000) (the Maximum Compensation). Contractor must
not submit invoices for, and DOJ will not be obligated to pay, any amount in excess of the Maximum
Compensation. No payment will be made for any Services performed before the Effective Date or after
termination of this Agreement.
4.2
Rate for Services. DOJ will pay Contractor the price for the Services according to the
rates in Exhibit B.
4.3
Retention Amount. DOJ may hold back an amount (the Retention Amount) of up to ten
percent (10%) of any amount that is payable by DOJ to Contractor for the Services. DOJ will pay the
accrued Retention Amount to Contractor within thirty (30) days following the expiration of this Agreement,
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subject, however, to DOJs right to retain any portion of the Retention Amount to satisfy any claims by
DOJ that are outstanding at the time of expiration.
4.4
Contractor.
No expenses. DOJ will not pay or reimburse Contractor for any expenses incurred by
4.5
Invoices. DOJ will pay Contractor not more than once each month upon Contractors
submission of a detailed invoice that sets forth the Services acceptably performed by Contractor.
Contractors invoices must comply with the requirements of this Agreement, and must identify the Services
completed for which Contractor seeks compensation, and must itemize and explain all authorized expenses
for which reimbursement is claimed. The invoices must also include the total amount invoiced to date by
Contractor prior to the current invoice. Contractor must submit invoices to DOJs Representative. DOJ
may review each invoice for compliance with the requirements of this Agreement. All payments to
Contractor are subject to ORS 293.462.
5.
Contractor Personnel.
5.1
Project Manager. Contractor must designate a Project Manager for the Services who is
responsible for the day-to-day management of the Services, and for oversight of the Services. The Project
Manager must be familiar with DOJs business operations and objectives. The Project Manager will
participate with DOJ in periodic reviews of the Services and will provide detailed reports regarding the
Services at DOJs request.
5.2
Key Persons. Contractor acknowledges that DOJ selected Contractor, and is entering into
this Agreement because of the qualifications of Contractor. Contractors Key Persons to provide the
Services are identified in Exhibit F. The Key Persons must not delegate performance of their obligations
without obtaining the prior written consent of DOJ. Further, Contractor must not re-assign or transfer the
Key Persons to other duties or positions such that the Key Persons are no longer available to provide DOJ
with their expertise, experience, judgment, and personal attention, without first obtaining DOJs prior
written consent. However, Contractor may replace Key Persons without DOJs consent if any Key Persons
are no longer available due to death, illness, or termination of employment with Contractor. If Contractor
requests that DOJ approve a re-assignment or transfer of the Key Persons, or if Contractor must replace
Key Persons due to death, illness, or termination of employment, DOJ has the right to interview, review the
qualifications of, and approve or reject and proposed replacement of a Key Person. Any replacement must
have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement
personnel approved by DOJ will be deemed a Key Person for purposes of this Agreement and Exhibit F
will be deemed amended to include such individuals.
5.3
No subcontractors. Contractor must not use subcontractors to perform the Services unless
specifically authorized in writing by DOJ. Contractor represents that any employees assigned to perform
the Services, and any authorized subcontractors performing the Services, will perform the Services in
accordance 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 Personnel
may be exposed to and acquire information that is confidential to DOJ. Contractor acknowledges that the
Services involve law enforcement and criminal drug surveillance. All information in any form obtained by
Contractor 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
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from the use of the Confidential Information as Confidential Information. Contractor must require
Contractor Personnel to comply with the confidentiality requirements in this Agreement.
6.2
Non-disclosure obligation. Contractor and Contractor Personnel must hold Confidential
Information in confidence, using at least the same degree of care that Contractor uses in maintaining its
own confidential information, and must not copy, reproduce, sell, assign, license, market, transfer or
otherwise dispose of, give, or disclose Confidential Information to third parties (other than Contractor
Personnel who have a need to know such information). Contractor must not use Confidential Information
for any purpose whatsoever other than the provision of Services. Contractor must advise Contractor
Personnel in writing of their obligations to keep the Confidential Information confidential. Contractor must
use best efforts to assist DOJ in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limiting the foregoing, Contractor must advise DOJ immediately if
Contractor learns or has reason to believe that any person who has had access to Confidential Information
has violated or intends to violate the non-disclosure obligations of this Agreement. Contractor will at its
expense cooperate with DOJ in seeking injunctive or other equitable relief in the name of DOJ or
Contractor against any such person. Contractor agrees that, except as directed by DOJ, Contractor will not
at any time during or after the term of this Agreement disclose, directly or indirectly, any Confidential
Information to any person, except in accordance with this Agreement, and that upon termination of this
Agreement or at DOJs request, Contractor will provide to DOJ all documents and all other materials in
Contractors possession that contain Confidential Information. However, Contractor may keep one copy of
documents which contain Confidential Information as is necessary for audits and as evidence of
performance of the Services.
6.3
Non-confidential information. Confidential Information does not include information
that (a) is or becomes (other than by disclosure by Contractor) publicly known, (b) is furnished by DOJ to
others without restrictions similar to those imposed by this Agreement, (c) is rightfully in Contractors
possession 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 Contractor
Personnel who have had no access to the Confidential Information.
6.4
Protection of Personal Information. In the performance of the Agreement, Contractor
may have possession or access to documents, records or items that contain personal information as that
term is defined in ORS 646A.602(11), including social security numbers (Personal Information) of DOJ
employees and invitees. Personal Information is a subset of Confidential Information that is sensitive and
subject to additional protections. Therefore, prior to the receipt of, and during any period in which
Contractor has possession of or access to, any Personal Information, Contractor must have in place a formal
written 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 Theft
Protection Act, ORS 646A.600-646A.628.
6.5
In addition to and without limiting the generality of Section 6, Contractor must not breach
or 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 or
control under this Agreement. Contractor must not disclose, or otherwise permit access of any nature, to
any unauthorized person, of any such Personal Information. Contractor must not use, distribute or dispose
of any Personal Information other than expressly permitted by DOJ, required by applicable law, or required
by 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
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contains Personal Information to which the Contractor receives access, possession, custody, or control in
the performance of this Agreement or a purchase order.
6.7
Injunctive relief. Contractor acknowledges that breach of this Section, including
disclosure of any Confidential Information or Personal Information, will cause irreparable injury to DOJ
that is inadequately compensable in money damages. Accordingly, DOJ may seek and obtain injunctive
relief against a breach or threatened breach of the obligations in this Section, in addition to any other legal
remedies that may be available. Contractor acknowledges that the confidentiality obligations are necessary
for 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 the
existence or subject matter of this Agreement or the Services without the prior written consent of DOJ,
which may be withheld in DOJs sole discretion. Contractor acknowledges the law enforcement objective
of this Agreement could be endangered by unauthorized publicity. Neither party grants the other the right
to use its trademarks, trade names, servicemarks or other designations in any promotion or publication
without prior written consent.
6.9
Security policies. Contractor must at all times comply with DOJs security policies.
Upon DOJs request, Contractor must enter into, and provide to DOJ copies of, written non-disclosure
agreements between Contractor and Contractor Personnel. Such agreements must identify DOJ as an
intended 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 may
be construed as granting to or conferring upon Contractor any right, title, or interest in any property or
interest of DOJ.
7.
Contractor representations and warranties.
7.1
General representations and warranties. Contractor represents and warrants to DOJ that:
(a)
Agreement.
Contractor has the power and authority to enter into and perform its obligation under this
(b)
This Agreement, when signed and delivered, will be a valid and binding obligation of
Contractor enforceable according to its terms.
(c)
Contractor is qualified to do business in the State of Oregon, and must be professionally
competent 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 Contractors knowledge
after inquiry, under any investigation with respect to a violation of any provision of any federal, state or
local law, ordinance or regulation or any other requirement or order of any governmental or regulatory
body or court or arbitrator applicable to provision of the Services. Contractors provision of the Services
will not violate any such law, ordinance, regulation or order.
(e)
To the best of Contractors knowledge after inquiry, Contractors performance under this
Agreement creates no actual or potential conflict of interest, as defined by ORS 244, for either Contractor
or Contractor Personnel.

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(f)
The Certification Statement for Independent Contractor attached as Exhibit E is complete
and accurate as of the Effective Date. Contractor must notify DOJ in writing if any such data or
certifications 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 or
conditions 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)
Agreement.
No third party has any right, title or interest in any Services supplied to DOJ under this
(i) As of the effective date of this Agreement, Contractor has no fewer than ten years of
experience providing similar helicopter services for law enforcement and marijuana eradication
purposes in one or more of the states of California, Idaho or Washington.
7.2
Contractors performance warranties. Contractor represents and warrants to DOJ that:
(a)
Contractor has the skill and knowledge possessed by well-informed members of the
aviation services industry and Contractor will apply that skill and knowledge with care and diligence so
Contractor and Contractor Personnel perform the Services in accordance with the highest standards
prevalent in the helicopter services industry.
(b)
Throughout the Agreement term, all Services performed by Contractor must conform to
this Agreement. Contractor must perform Services free from errors and defects that impairs their use, and
must be free from defects in materials, workmanship and design.
(c)
Contractor will maintain, operate, and enforce, prior to the receipt of, and during the period
in which Contractor has possession of or access to, any Personal Information, an active and effective
information security program that at minimum complies with the requirements of the Oregon Identity Theft
Protection Act (beginning at ORS 646A.122) to preserve the security and confidentiality of all Personal
Information that is contained in any document, record, compilation of information or other item to which
Contractor receives access, possession, custody or control.
8.
Limitation of liability. Except for Contractors liability to third persons arising out of or related to
(a) obligations of indemnity under this Agreement including under Section 9, (b) claims related to
confidentiality under Section 6, or (c) claims for personal injury, including death or damage to real property
or tangible personal property arising from the negligence, reckless conduct or intentional acts of Contractor
Personnel, 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 the
State 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 the
intentional, 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 the
State of Oregon.
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9.2
Defense obligation. Contractors obligation to defend and indemnify DOJ under Section
9.1 is conditioned on DOJ providing to Contractor prompt notification of any claim or potential claim of
which DOJ becomes aware that may be the subject of that obligation. However, to the extent DOJs notice
is delayed, Contractors 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 or
State of Oregon, nor purport to act as legal representative of the State of Oregon, without the approval of
the Oregon Attorney General. Contractor may not settle any claim on behalf of the State of Oregon without
the approval of the Oregon Attorney General. The State of Oregon may, at its election and Contractors
expense, 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 real
property, and damage to personal property of the State of Oregon or any of its employees and to any third
parties who use the Services at the invitation of DOJ resulting from, arising out of, or relating to the
intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors,
or agents under this Agreement. Individuals invited by DOJ to ride in Contractors Helicopters are not
guests of Contractor as that term is used in ORS 30.115.
9.4
10.
Insurance. Contractor must provide insurance as required by Exhibit C.
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 under
this Agreement, fails to perform the Services in conformance with the Agreement, or manifests an intent
not to perform future obligations under this Agreement.
10.2
Contractor institutes or has instituted against it insolvency, receivership or bankruptcy
proceedings which are not dismissed within 60 days of their commencement, makes an assignment for the
benefit 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 perform
the Services, or
10.4
Contractor commits a material breach and the breach is not cured, or a manifestation of an
intent not to perform is not corrected by reasonable written assurances of performance, within seven days
after delivery of DOJs breach notice.
10.5
A Contractor helicopter collides with the ground or any other object so as to produce
consequences that exceed in seriousness those of a hard landing that results in no damage to the helicopter
or 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 Contractors written notice of
default.
11.2
DOJ commits any material breach or default of any warranty or obligation under this
Agreement, fails to perform commitments (other than payment) hereunder within the time specified, and
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DOJ fails to cure such failure within 30 business days after delivery of Contractors written notice of
default.
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 are
cumulative 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 under
Section 11, the rights and obligations of the parties will treated as if this Agreement was terminated at will
under Section 13.1(a). DOJs 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 or
injunctive relief, or exercise of a right of setoff.
(d)
the application of service credits under SOW Section 22 arising from performance failures
by Contractor.
12.2
Contractor acknowledges and agrees that service credits are not a penalty, but rather a
reasonable measure of damages that are intended to compensate DOJ for damages arising from
performance failures. The service credits are a reasonable forecast of compensation for the harm that is
caused by performance failures which failures are difficult to quantify. In the event the service credits are
found to be unenforceable penalties because DOJ has the option to invoke the credits, the parties agree that
the 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,
Contractors sole remedy will be a claim, as of the notice of termination date, for any unpaid invoices for
Services completed and acceptably performed. If previous amounts paid to Contractor exceed the amount
due to Contractor, Contractor must pay any excess to DOJ upon written demand.
13.
Termination of Agreement.
13.1
follows:
DOJs right to terminate. DOJ may, at its sole discretion, terminate this Agreement, as
(a)
DOJ may terminate this Agreement for any reason or for no reason upon written notice to
Contractor 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, DOJ
may terminate this Agreement, in whole or in part, immediately upon Contractors default under Section
10.
(c)
DOJ may terminate this Agreement if DOJ fails to receive funding, appropriations,
limitations or other expenditure authority at levels sufficient to pay for Contractors Services.

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(d)
DOJ may terminate this Agreement if federal or state laws, regulations, or guidelines are
modified or interpreted in such a way that the performance of the Services under this Agreement is prohibited
or 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 reason
whatsoever, Contractor must immediately deliver to DOJ all of DOJs property (including without
limitation DOJs Confidential Information) that is in the possession or under the control of Contractor.
14.
DOJs right to suspend the Services.
14.1
DOJ may suspend all or any portion of the Services due to (a) Contractors default such as
Contractors failure to provide Services under the Acceptance Criteria, (b) any reason in the best interest of
DOJ, or (c) for a non-appropriation of funds.
14.2
DOJ will notify Contractor in writing of the effective date of the suspension. DOJ will
later notify Contractor in writing if DOJ decides to have Contractor resume the Services.
14.3
Contractors responsibility during suspension. During any period when flights are
suspended, Contractor must continue to provide maintenance services for the Helicopters unless DOJ has
suspended all of the Services.
14.4
If DOJ elects to resume the Services following a suspension, Contractor must complete the
Services in every respect as though its performance obligations had been continuous. The Agreement
terms may be extended by the duration of the period of suspension and a reasonable period for Contractors
recommencement.
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 generality
of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive
orders to the extent they are applicable to this Agreement: (a) Titles VI and VII of the Civil Rights Act of
1964, as amended; (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (c) the
Americans with Disabilities Act of 1990, as amended; (d) Executive Order 11246, as amended; (e) the
Health Insurance Portability and Accountability Act of 1996; (f) the Age Discrimination in Employment
Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (g) the Vietnam Era
Veterans Readjustment Assistance Act of 1974, as amended; (h) ORS Chapter 659, as amended; (i) all
regulations and administrative rules established under the foregoing laws; and (j) all other applicable
requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. DOJs
performance under the Agreement is conditioned upon Contractors compliance with the obligations of
contractors under ORS 279B.220, 279B.230 and 279B.235. These laws, regulations and executive orders
are incorporated by reference herein to the extent that they are applicable to the Agreement and required by
law to be so incorporated.
15.2
Independent contractor. Contractor must perform all Services as an independent
contractor. Although DOJ has the right to evaluate the quality of Contractors performance, DOJ cannot
and will not control the means or manner of Contractors performance. Contractor is responsible for
determining the appropriate means and manner of performing the Services.
15.3
Declaration and certification. Contractor represents and certifies that (a) its performance
of the Services creates no potential or actual conflict of interest as defined by ORS chapter 244 for
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Contractor or any Contractor Personnel who perform the Services, and (b) if that Contractor or Contractor
Personnel are either employed by or performing services for the federal government, that no rules or
regulations of the federal agency for which Contractor or Contractor Personnel work or are employed
prohibit Contractor or Contractor Personnel from providing the Services. Contractor also represents and
certifies 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 applicable
to compensation and other payments paid to Contractor under this Agreement and, unless Contractor is
subject to backup withholding, DOJ will not withhold from such compensation and payments any amount
to cover Contractors federal or state tax obligations. Contractor is not eligible for any social security,
unemployment insurance, or workers compensation benefits from compensation or payments paid to
Contractor 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 enforced
according 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 or
relates to this Agreement must be brought and conducted exclusively within the Circuit Court of Marion
County for the State of Oregon. However, if a Claim must be brought in a federal forum, then it must be
brought and conducted solely and exclusively within the United States District Court for the District of
Oregon. This section should not be construed as a waiver by the State of Oregon of any form of defense or
immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh
amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of
any court. CONTRACTOR CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS IN
THIS SECTION.
17.
Miscellaneous terms.
17.1
Exhibits. The exhibits referenced in this Agreement and attached hereto are incorporated
herein by this reference. The exhibits are listed below:
Exhibit
A
B
C
D
E
F
Exhibit title
Statement of work.
Rates for Contractor Services.
Contractor insurance requirements.
Contractor tax certification.
Independent contractor status.
Representatives and Key Persons.
17.2
Subcontracts and assignment. Contractor must not enter into any subcontracts for any of
the Services or assign or transfer any of its interest in this Agreement without DOJs prior written consent.
Any proposed use of a subcontractor which is located outside the United States or use of subcontract labor
or facilities located outside the United States must be called to the specific attention of DOJ. DOJs
consent to any subcontract or assignment will not unreasonably withheld or delayed. DOJ consent to a
subcontract or assignment does not relieve Contractor of any of its duties or obligations under this
Agreement. The assignment of this Agreement, in whole or in part, to a successor organization by merger
or acquisition requires the consent of DOJ.

Page 11 of 38
17.3
Successors and assigns. The provisions of this Agreement are binding upon and must
inure 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 this
Agreement and are the only parties entitled to enforce its terms. Except where DOJ is a third party
beneficiary of Contractor agreements with Contractor Personnel, and for invitees of DOJ who are
beneficiaries of Contractors obligations and are additional insureds under Contractors insurance policies,
nothing in this Agreement gives, is intended to give, or may be construed to give or provide any benefit or
right, whether directly, indirectly, or otherwise, to other third persons.
17.5
Funds available and authorized. Other than by DOJ, Contractor will not be compensated
for Services performed under this Agreement by any other agency or department of the State of Oregon.
Contractor understands that DOJs payment of amounts under this Agreement is contingent on DOJ
receiving appropriations, on limitations on such appropriations, and other expenditure authority sufficient
to allow DOJ, in the exercise of its reasonable administrative discretion, to continue to make payments
under this Agreement.
17.6
Records maintenance and access. Contractor must maintain all financial records and
other records relating to its performance under this Agreement in accordance with generally accepted
accounting principles and in such a manner as to clearly document Contractors performance. Contractor
acknowledges and agrees that DOJ, the Oregon Secretary of State, and the federal government and their
duly Representatives must have reasonable access, at their own cost and expense and only following
reasonable notice to Contractor, to such records, in paper or electronic form, to perform examinations and
audits and make excerpts and transcripts. Contractor must retain and keep accessible all such records for a
minimum of six years in accordance with OAR 166-300-0015(8), or such longer period as may be required
by 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 the
State of Oregon, Contractor must promptly provide to the Oregon Department of Revenue and the
Secretary of State, Corporation Division, all information required by those agencies relative to this
Agreement. Contractor must demonstrate its legal capacity to perform under this Agreement in the State of
Oregon before entering into this Agreement.
17.8
Survival of terms. Contractors obligation to provide the Services will cease upon
termination of this Agreement. The other rights and obligations which by their nature survive termination
will 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 listed
in descending order of precedence: (a) the terms of this Agreement excluding the exhibits, (b) the SOW in
Exhibit 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 the
Services under this Agreement.
17.11 Force majeure. Neither DOJ nor Contractor will be liable to the other for any failure or
delay of performance of any obligations hereunder when such failure or delay is wholly or principally
caused by acts or events beyond its reasonable control, including without limitation acts of God, acts of
civil or military authority, fires, floods, earthquakes or other natural disasters, war, riots or strikes. Both
parties must, however, make all reasonable efforts to remove or eliminate such a cause of delay or default
Page 12 of 38
and must, upon the cessation of the cause, diligently pursue performance of its obligations under this
Agreement.
17.12 Notices. Except as otherwise expressly provided in this Agreement, any communications
between the parties hereto or notices to be given hereunder must be given in writing by personal delivery
of, facsimile transmission of, or mailing the same, postage prepaid, to Contractor or DOJ at the address or
number set forth on Exhibit E, or to such other addresses or numbers as either party may hereafter indicate
under this section. Any communication or notice so addressed and mailed must be deemed to be given five
calendar days after mailing. Any communication or notice delivered by fax must be deemed to be given
when the transmitting machine generates receipt of the transmission. To be effective against DOJ, such fax
transmission must be confirmed by telephone notice to DOJ Representative. Any communication or notice
by 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 of
competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms will not
be affected, and the rights and obligations of the parties must be construed and enforced as if this
Agreement did not contain the term held to be invalid.
17.14 Recycling. To the maximum extent economically feasible in the performance of the
Agreement Contractor must use recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE
products (as defined in ORS 279A.010(1)(ff)), and other recycled plastic resin products and recycled
products (as recycled product is defined in ORS 279A.010(1)(gg).
17.15 Counterparts. This Agreement may be executed in several counterparts, all of which
when taken together must constitute one contract binding on all parties, notwithstanding that the parties
have 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 a
written amendment signed by DOJ and Contractor. Any amendment that provides for additional Services
may only provide for Services directly related to the scope of Services described in the SOW and no
amendment must be effective until all requisite signatures and approvals are obtained.
17.17 Disclosure of federal tax number. Contractor must provide Contractors federal tax
identification 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 the
waiver of any violation or nonperformance of this Agreement in one instance will not constitute a waiver
by the party of that or any other provision nor will it be deemed to be a waiver of any subsequent violation
or nonperformance. No waiver, consent, modification, or change of terms of this Agreement will bind
either party unless in writing and signed by the waiving party and, with respect to DOJs waiver or consent,
all necessary governmental approvals must have been obtained. Such waiver, consent, modification, or
change, 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 not
control or affect the meaning or construction of this Agreement.
17.20 Entire agreement. This Agreement and the exhibits constitute the entire agreement
between the parties on the subject matter hereof. There are no understandings, agreements or
representations, oral or written, other than those specified herein regarding this Agreement. This
Agreement supersedes all prior communications, understandings and agreements between the parties
relating to the subject matter hereof, whether oral or written.
Page 13 of 38
17.21 No partnership. This Agreement is not intended, and must not be construed, to create a
partnership or joint venture between DOJ and Contractor. Nothing in this Agreement must be construed to
make DOJ and Contractor partners or joint venture participants.
17.22 Binding effect. By execution of this Agreement Contractor hereby acknowledges that
Contractor has read this Agreement, understands it, and agrees to be bound by its terms. Contractor will
not be paid for Services rendered under this Agreement before the necessary governmental approvals have
been 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:
_____________________________

Page 14 of 38
Exhibit A
to
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 from
July 15, 2015 August 14, 2015, two helicopters for use from August 15, 2015 to September 14, 2015 and
one helicopter from September 15, 2015 to October 1416, 2015. (These dates are approximate.) DOJ
reserves the option to request an additional helicopter during the 60 day operations period, for a maximum
of three helicopters. The request for a third helicopter will be contingent on need and availability. DOJ
will use the helicopters in connection with DOJs work with federal Drug Enforcement Administration
(DEA) under the DEAs Domestic Cannabis Eradication and Suppression Program (DCESP).
1.2
Exclusive use. One of theThe helicopters provided under the Agreement must be made available
to DOJ exclusively during the 90 60 day Agreement period, and the second helicopter must be exclusively
available to DOJ during a 90 day period beginning approximately July 15, 2014. The helicopters must be
readily 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 Aircraft
Specifications.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 national
inspection certification (carding) standards for Interagency Helicopter Practical Test Standards set by the
United States Forest Service (USFS). Contractor must meet this certification requirement at the
Agreements start date. All pilots and helicopters are required to meet any new carding standards
developed and implemented by the USFS during the Agreement term. (The Interagency Helicopter
Practical 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 other
equipment for pre-award and post award inspection, in DOJs discretion. Contractor is expected to have
the helicopters in readiness at that time. The helicopter documents and current weight and balance must
also be available for inspection at that time.
Failure by Contractor to have the helicopters, personnel and equipment available for this
inspection, or failure to be approved and acceptable at the time of inspection, may be cause for the rejection
of the helicopter, personnel, or equipment as eligible to perform the Services under this Agreement, or
revocation of the award, or Agreement termination. Helicopters and pilots must be available for flight, and
no payments will be made, until approved by DOJ.
DOJ may re-inspect all helicopters and reappraise the capabilities of any pilots at any time during
the Agreement term. Any helicopters, pilots, other personnel or equipment that is unacceptable to DOJ
must not be used by Contractor under this Agreement.
The requirements for each helicopter team are identical. This program supports eradication
operations throughout Oregon, making mobility a key factor. Therefore, Contractor must be able to respond
to a designated area of operation immediately without delay to ensure timely identification and eradication.
Page 15 of 38
1.6
Contractor must operate the Helicopters anywhere with the geographic airspace of the state of
Oregon 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 time
DOJ 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 high
quality services and use of the best methods. All Contractor Services are subject to inspection by DOJ at
all times during the Agreement term. If DOJ determined that the Services or materials furnished are not in
accordance 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 rates
specified in Agreement Exhibit B.
2.2
Eight hour payment limit per day. DOJ will not pay for more than eight hours a day of
Contractor billable time each calendar day. The eight hour maximum billable time a day includes all flight
time and standby time in a calendar day. Contractor may not bill DOJ for more than eight hours a calendar
day. The eight hour period is flexible from day-to-day in DOJs sole discretion, and billable time may not
be 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 helicopter
Services 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 hour
segment consists of 2.5 flight hours and 0.5 standby hours, and the one hour segment consists of 0.75
flights hours and 0.25 standby hours, the payment for that day will be calculated as follows (excluding any
applicable 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 = $5,368.75
Standby time = 1 hour plus 0.5 hours plus 0.25 hours = 1.75 hours @ $825 per hour = $1,443.75
Total 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 oil
pressure meter (Hobbs or equivalent) activated by the main rotor collective system, which records flight
time only.
3.
Contractor invoices. All Contractor invoices must include the following:

1)
Agreement number.
2)
FAA registration number of the assigned helicopters.

Page 16 of 38
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)
4.
Total invoice amount.
Standby Requirements.
4.1
Helicopters and pilots must be on standby seven days a week during the designated standby periods
as determined from day-to-day in DOJs discretion, including scheduled days off, as indicated by the
Project Manager, serviced and readily available for takeoff. Helicopters may be removed from service by
Contractor only for maintenance purposes. However, absence of the helicopters during the daily standby
hours 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 hour
limitation of flight time, a standard set by FAA.
4.2
Standby (as determined in DOJs 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
Contractors pilots may be required by DOJ to standby for dispatch at times other than the
established daily standby hours when DOJ so specifies, but such standby will not exceed 14 hours in any
24-hour period. Daily standby hours may be modified by DOJ when conditions are favorable to provide
time off for teams.
4.4
Contractors time spent by pilots and personnel moving helicopters, fuel trucks, and equipment to
different locations is travel time, and Contractor may bill for travel time at the hourly rate for standby
services stated in Exhibit B.
5.
Flight Requirements.
5.1
Takeoff on all authorized flights must be made as soon as possible after dispatch consistent with
safety 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. Known
distance flown and known speed of helicopters must be used as a basis to determine that flight time is
reasonable. DOJ will not pay for unreasonable flight times.
5.3
Effective use of helicopters in DOJ environment requires special abilities and knowledge of flying
under adverse conditions, the accurate manipulation of long line external loads, frequent precise low
altitude flights and takeoff or landings under marginal conditions. A DOJ field officers requests during a
flight are only to accomplish DOJ objective and the responsibility for aviation safety compliance must rest
with 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

Page 17 of 38
Pilot fatigue is of utmost importance to safety. Pilots and Contractor are together responsible for
determining 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 or
permanently, for flying in a reckless manner, continuing to be inefficient in the performance of assigned
mission, 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 may
travel during days off. Pilots who have accumulated 36 or more hours of flying in any six consecutive days
must be off duty the following full calendar day. Pilots must not exceed 36 hours of flying in six days or
less without having the next full calendar day off.
6.3
Pilots equipment requirements.
(a)
Pilots must wear an aviators helmet with chin strap whenever the helicopter is in flight.
The helmet must include a boom microphone and headset compatible with the communications systems
described in this SOW. The helmet must be fitted to the individual and must cover the head, ears, and back
of the neck.
(b)
Pilots must wear long-sleeved shirt and trousers (or long-sleeved flight suit) made of fire
resistant 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 position
with hands on the collective and cyclic. Pilots must not wear clothing made of synthetic materials, except
the polyamide clothing described above.
(c)
Contractor limitations placed on the pilots or helicopters shall not be acceptable during the
check ride test period, unless these limitations are stated in the models 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 a
valid 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) months
prior 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 133
for Class B external loads and have written proof showing experience conducting long line external loads
solely by vertical visual reference with 60 foot, 100 foot, 150 foot, and 200 foot lines. Pilots must have
experience working with law enforcement in enforcement situations. Pilots and Contractor must provide
written evidence of passing an FAA currency flight check under Federal Aviation Regulations (FAR) Part
135. Pilots must be proficient in the operation and use of the GPS and the VHF-FM radios installed in the
Helicopters.
7.5
Pilots must meet the following requirements: Experience flying hours as pilot in command:

Page 18 of 38
Type of flying experience

Helicopter
Night flying last 60 days
Make and model
Total turbine time
Helicopter time-preceding 60 days
Make, model and series-during last 12 months
Number of hours
1500 hours
2 hours
50 hours
100 hours
10 hours
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 Equipment
Requirements;
10 Hours helicopter time in the preceding 60 days;
10 Hours in helicopter models listed under Section 8.1 Aircraft Specifications 2.7.2 Equipment
Requirements in the last year; and
40 Hours experience in marijuana/cannabis eradication operations as PIC.
7.6
Pilots Skills and Qualifications. (Must qualify at the Agreements start date).
(a)
Pilots must have vertical reference skills, verified by USFS, the federal Department of
Interior (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 the
Department 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 DOJs 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 pilots approval
programs (must be approved and carded). Pilots who are on any state or federal government check before
using list, who are currently under investigation or review, or who have performed unsatisfactorily under

Page 19 of 38
any other contract or aviation program during any time in the past may not provide Services under this
Agreement.
8.
Helicopter Requirements.
8.1
Aircraft Specifications.
All helicopters furnished under this Agreement must be MD Helicopters Model 500 D or E or Bell
Model 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 the
Short Haul Escape System (SHAPE). Helicopters must be certified as necessary to perform Short Haul
operations as set forth by the DOI Helicopter Short Haul Handbook (351 DM 1). DOJ will not provide the
complete Short Haul rig. Helicopters must be equipped and certified as necessary to install and utilize the
SHAPE for the Short Haul unit.Reserved.
8.3
Helicopter maintenance.
Contractor must maintain and operate the Helicopters in accordance with the requirements of the
Federal 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 the
helicopters supplied and as approved by Federal Aviation Administration (FAA) for day and night Visual
Flight Rules (VFR) operations under FAR Part 135. Air particle separators are mandatory on all
helicopters 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 to
personnel or equipment, or obstruct the operation thereof.
8.5
To meet DOJs 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 the
collective control, and a switch activated by engine or transmission oil pressure, or equivalent
system, to record flight time only.

Page 20 of 38
* One FAA approved self-cocking, automatic locking, cargo hook employing both electric and manual
release 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 in
accordance with applicable FARs.
* A communications and navigation system as described in SOW Sections 9 and 10.
* Manufacturers approved high landing gear or landing gear leg extensions to permit maximum
clearance under the helicopters for utilization of known helicopters accessories, and those which
may 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 flight
and not cause damage to the helicopters.
8.6
Each helicopter furnished must be weighed annually and not more than six months prior to the
Effective Date of this Agreement. A current equipment list showing installed equipment at time of
weighing must be attached to weight and balance data and entered in Contractors 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. The
doors 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 the
below required basic communications and electronic facilities in the helicopter with additional inspections
during 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 FAA
advisory circular 20-138 and meets minimum performance standards listed in Radio Technical
Commission for Aeronautics (RTCA) documents DO159 and DO194.
* A 4096 code transponder system with encoding altimeter or digitizer meeting the requirements of
FAR 91.215 tested and inspected in accordance with FAR 91.413.
Page 21 of 38
* VHF-FM radio equipment, installed and operable, with compatible antennas as described in these
specifications.
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 furnished
electronic communications equipment must be of types currently approved by the FAA and must have
Federal Communications Commission (FCC) acceptance where applicable. Contractor is responsible for
compliance with all SOW provisions which call for specific performance on Contractors part. Contractor
must furnish all items required for installing and operating the required communication and electronics
equipment.
9.4
Contractor must return all DOJ property in Contractors custody, upon the occurrence of any
following 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 crystal
controlled aeronautical transmitting and receiving channels, and systems must be set up to provide flight
communication as may be required by the FAA and to assure expeditious operation of the helicopters in
areas of assigned operations. The VHF receiver must not be part of the navigational system. The VHF-FM
radio 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 FM
radios that are wired into external antennas.
10.2
These radios must be powered by the helicopters electrical system. Spare charged battery packs
must be carried on board the helicopters for each radio for emergency use. A synthesized Midland high
band FM radio may be used in lieu of one of the above King portables, but only if the transmitter does not
exceed a nominal 10 watts of RF power output and the transmitter spectrum meets FCC regulations. The
Midland does not meet the requirements of this Agreement by itself. The requirement to have a separate
radio (as in the Wulfsberg) to constantly monitor a guard frequency while transmitting and receiving on
another 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
Page 22 of 38
position circuit. The interphone system must be of the override type, allowing interphone operation at any
time. 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. The
interphone 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 stations
must not have transmit capability. All microphone and headset equipment must be the same equipment as
used 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, and
independent 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 and
microphone audio to, the VHF COM and VHF-FM radiophones. The system must also provide intercom
between the pilots, observer, and two rear seat occupants. The selector panel must contain transmitter and
intercom keying switches. The pilots and observers selector panel must have its own independent
isolation amplifier. Isolation amplifiers must be capable of at least five (5) watts of audio input, when
powered by the helicopters 28 volt DC normal power bus voltage. Isolation amplifiers must be current
production, commercially available plug-in units. These amplifiers must be incorporated within the
respective selector panel units, or may be separate units. Transmitter keying and microphone selection at
either operating position must not simultaneously activate, make hot, place in circuit, or otherwise
interact electronically with the microphone of the other operating position.
10.5
Earphone and Microphone Equipment
(a)
The helicopters must be equipped with an aviators protective helmet for the pilots, and
must contain a 600 OHM impedance pair of earphones, either built in the helmet or in the helmet liner. The
pilots 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-microphone
assemblies used on the helicopters must be equipped with the same type plugs which must match all
helicopters 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 U75/U plug and must have an in line dual momentary switch assembly for radio push-to-talk and intercom
keying functions.
(c)
The two rear seat occupant positions must be equipped with coil cords at least six feet
when extended. These cords must accept Contractor furnished earphone microphone assembly terminated
with a U-75/U plug and must have an in-line single momentary switch assembly for intercom keying
function. Rear seat intercom function may parallel the observers intercom circuit.
11.
Helicopter Maintenance and Inspections.
11.1
DOJ may inspect the Helicopters before the Effective Date and may conduct additional inspections
during the term of this Agreement.
11.2
All radio equipment, installation, and facilities may be inspected by DOJ before the helicopters are
approved for use. Installations and facilities which do not meet the terms of this Agreement may not be
used.

Page 23 of 38
11.3
DOJ inspections will not be made until the required equipment is complete and operational. At the
time of such inspections, Contractor must provide evidence that all required equipment, within the
preceding 60 day period, has been inspected and serviced by a certified FAA radio repair technician, and
that all workmanship and materials relating to the servicing, maintenance and repair of such equipment
meet or exceed FAA minimum standards. These inspection requirements apply to all communications and
electronics system that Contractor installs in the helicopters during the Agreement term. At the time of the
initial inspection, Contractor must supply a list of all items installed in the helicopters which are required to
be overhauled or replaced on a specific time basis. This list must include the component names, serial
numbers, service life (or inspection overhaul time), total time since major overhaul or inspection, and hours
remaining before replacement, overhaul, or inspection. Contractor must provide at least two copies of this
list for DOJs 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 mechanical
and airworthy condition.
12.2
Contractor must provide personnel and equipment necessary for the daily maintenance
requirements. Contractor must either possess or have available all the necessary facilities for major
maintenance requirements within a radius of two hours flight time and or the ability to transport an
adequate mobile maintenance facility and mechanics capable of performing the maintenance in the field to
any 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 constitute
default 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 helicopter
covered 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 pay
for flight checks -- such checks are part of Contractors normal maintenance obligations. If any
maintenance procedure is performed on the helicopters that requires a flight test in accordance with the
manufacturers recommendations, it must be flown at Contractors expense prior to any use by DOJ.
Contractor must inform DOJ prior to any flight test which occurs during the Agreement term. After a flight
test is completed, DOJ may make a determination whether a tested helicopter may be placed back into
service.
12.4
If there is structural damage to a helicopter which requires the realignment or replacement of a
component, Contractor must notify DOJ immediately of the parts involved and the circumstances which
resulted in the damage. DOJ may investigate and may make a determination as to whether the damaged
helicopter may be placed back into service. Contractor is responsible for investigation of all incidents and
accidents. Contractor must keep accurate and timely engine log books for the helicopters which shall be
open to inspection by DOJ at any time. All flight time, and required tests and checks must be recorded in
the log books. Pilots may not perform maintenance on helicopters except as specified in SOW Section 12.5
below.
12.5
If a pilot is an FAA certified A&P mechanic, Contractor may perform maintenance in accordance
with Contractor instructions. Further, simple disassembly and assembly of cowlings, as required for
normal pre-flight, post flight and servicing operations may be allowed for pilots who are not A&P
mechanics. The replacement of light bulbs (not requiring specialized tools or techniques) and minor
components (seats, radios, etc.) is considered disassembly and assembly operations. Any such work done
Page 24 of 38
by a pilot counts toward his duty and rest hour limitations in Section 6.2. Any such work done during the
daily availability period constitutes non-availability. However, preventative maintenance may not
constitute ability, as long as the helicopters can be made airworthy and subsequently become airborne
within 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 are
A&P mechanics, are properly trained in those operations, and have the proper tools. No work must be
done 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 maintenance
on the helicopters, provided:
* Pilots must be trained by Contractor to perform preventative maintenance on the make and model
helicopters.
* Contractor has provided DOJ with a list of the training provided and a list of the specific maintenance
actions 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 preventative
maintenance.
13.
Engine Performance Check.
13.1
At the end of the last flight of each day, Contractor must record the following helicopter
parameters:
* 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 idle
rpm 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 flights information to establish a trend in engine performance. An
engine trend chart must be established and maintained by the pilots and be available to DOJ. At least once
during each 10 hours of flight time, or every 10 days, whichever occurs first, Contractor must check the
engine performance as recommended by the manufacturer, and record the results in the aircrafts log books.
If engine performance is suspect, Contractor must notify DOJ. Any time a helicopters capability to
perform is suspect, Contractor must contact DOJ.

Page 25 of 38
14.
Substitution of Helicopters and Pilots.
Contractor may substitute helicopters or pilots provided the substituted helicopters or pilots meet all the
terms of this Agreement, if DOJ has approved the proposed substitution in writing. Pilots and support
personnel must be identified and are subject to the background check in SOW Section 25. Prompt
identification of proposed substitutes by Contractor is necessary to minimize interruptions in service.
15.
SERVICE TRUCK SPECIFICATIONS.
15.1
DOJ may inspect Contractors service trucks before the Effective Date and conduct additional
inspections during the Agreement term.
15.2
The service trucks must be inspected and carded by USFS. A service truck must be provided with
each 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 this
Agreement.
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 be
properly maintained, clean, and reliable. Service trucks with frequent breakdown histories must be
replaced. Spare filters, fuses, seals, and other components of the service truck filtering system must be
stored in a clean, dry area in the vehicle. A minimum of one set is required. Filters must be replaced by
Contractor at the time of the inspection by DOJ or otherwise as needed. The service truck tank capacity
must be sufficient to sustain eight hours of helicopter flight. The service truck manufacturers gross vehicle
weight (GVW) must not be exceeded. Fuel trailers are not acceptable as a means of meeting the capacity
requirements. 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 must
be compatible with the helicopters being serviced. The filter manufacturers operating, installation, and
service manual must be available at all helicopter locations for use by the service truck driver. Fuel pump
inlet (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 a
spark arrester installed. The gas tank of the truck and the jet fuel tank carried by the truck must both have
locking filler caps. The fuel truck driver must be properly licensed, trained, and capable in the operation
and 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 times
and 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 Portable
Fire Extinguishers.
16.3
Contractor must ensure tanks erected for above ground storage and tanks mounted on trucks are
equipped with a pump drain valve at the lowest point. When the service truck tank is being filled from the
storage tank, the fuel must flow through a filter system that meets all of the specifications defined in this
Agreement. The filtering systems must be equipped with a differential pressure monitoring system. Two
gauges, one on the inlet side and one on the outlet side of the filtering system must be used. The gauges
must be of like calibration. The gauge sensitivity must be sufficient to allow the operator to readily detect a
Page 26 of 38
5 pounds per square inch (psi) change in pressure differential. The gauges must be positioned to allow the
fuel handler to have a full view while fueling the helicopters. Fittings for the gauges must be sufficiently
restricted 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 protective
device and a bonding clip or plug. There must be a fuel metering device, accurate to within two percent for
registering quantities in U.S. gallons of fuel pumped. The meter must be positioned to allow the fuel
handler 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, must
be visible from both sides and rear of truck. The fuel and service truck assigned to each helicopter must be
conspicuously and legibly marked to indicate the nature of the fuel. The marking must be on each side and
the rear, in lettering not less than three (3) inch size, on a background of sharply contrasting color, such as
Avgas by grade or jet fuel by type. Example: Jet-A - white on black background, Avgas 100" - white on
green 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 of
a three-stage system and the elements of a single-stage must be new and installed by Contractor during the
initial inspection. The separator element (Teflon screen) of the three-stage system must be inspected and
tested, as prescribed by the manufacturer, during the inspection. The filter assembly must have a placard
with that data. The bottom of the filter assembly must be mounted to allow room for at least a quart size jar
to be inserted under the drain for draining and pressure flushing of the unit. Water sight gauge balls must
be visible. Three-Stage (filter, water separator, monitor) System Fueling systems must utilize a three-stage
system such as a Facet Part Number 050970-M2 for a 10 gallon per minute (gpm) pump, or equal. A
Facet 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-M2
or 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 be
used. Fuel pump must produce a minimum continuous flow rate above 50% of the rated flow of the third
stage element. Single-Stage System: Fueling systems must utilize a single element system such as a
Velcon 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. Contractors
fueling operations, including storage and handling, must comply with the manufacturers recommendations
and all applicable FAA standards. Contractor must comply with NFPA Standard No. 407 (the Helicopter
Fuel Servicing). Additionally, if storage facilities contain more than1320 gallons in total, or any one
single container contains more than 660 gallons, then the regulations of the federal Environmental
Protection 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 filter
manufacturers 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.

Page 27 of 38
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. If
Contractor does not have the facilities to perform under the terms of this Agreement, DOJ may
terminate 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 their
aircraft while the rotors are turning.
(d)
Unstable Landings. All landings must be made to flat pitch. No unstable (one skid or light
on the skids) landings must be made, except when DOJ Representative and the pilot have ensured
all 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 DOJs
sole discretion. Potential reasons for suspension or rejection include without limitation:
(a)
Accidents. Immediately after an accident, helicopter pilots who were in control of the
helicopter must be grounded until such time as the pilot is returned to flight duty by DOJ.
Representative
(b)
Placing anyones safety in danger by careless or reckless operations. When, in the sole
judgment of DOJ, a pilot is operating a helicopter in a careless or reckless manner so as to
endanger the life or property of another.
(c)
19.3
Continued inefficient or ineffective helicopter operation as determined by DOJ.
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 fully
proficient in the use of all avionics installed in the helicopters including without limitation the
Global Positioning System. Pilots found not to be proficient may not provide Services under this
Agreement.
(c)
Chain of command. Pilots must take direction ONLY from DOJ Representative or
designee. No other DOJ personnel are authorized to assign duties or flights to the pilots. If other
persons attempt to do so, regardless of the reason, the pilots must direct them to DOJ
Representative. Only if DOJ Representative authorizes specific individuals for specific missions to
provide instructions, may the pilots take direction from such individuals.
(d)
No smoking. Smoking is prohibited at all times in and around the helicopters. Smoking is
prohibited as posted on service and fuel trucks.

Page 28 of 38
(e)
Contractor is responsible for helicopter damage. Any loss, damage, or costs of repairs to
helicopters are the sole obligation of Contractor. Payment to Contractor in accordance with the
rates specified in Agreement Exhibit B is the sole cost to DOJ, whether or not costs incurred for
replacement of, or repairs to, helicopters is covered by insurance. Contractor and Contractor
Personnel must possess all required federal, state, and local licenses, certifications and permits, and
must comply with all applicable laws, regulations or rules and pay all applicable federal, state, and
local taxes arising from Contractor performance under this Agreement.
19.4
On or before the Effective Date, DOJ may request, and Contractor must make available for
inspection, 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 B
include all compensation for helicopters and pilots, service personnel operating expenses and maintenance
of helicopters, fuel truck mileage, and any costs incurred incidental to performance under the terms of this
Agreement, 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. Such
payment will be made by DOJ to the airport owner and must be limited to landing, takeoff, or operating
fees 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 is
unavailable 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 reason
violates the specifications in this Agreement, such action shall constitute cause to terminate under
Agreement Section 13.1(b). In case of early termination, DOJ may choose to obtain the Services from
another vendor.
22.2
Contractor must notify DOJ in writing if Contractor is unable to perform the Services for any
reason. All time from when this notification is delivered to when Contractor is again able to provide
Services will not be considered Stand-by time and may not be billed by the Contractor.
22.3
Contractors failure to perform is defined to include without limitation:
(a)
The failure of Contractor to have the helicopters and related equipment serviced and in
readiness 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 established
by 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 of
dispatch, unless such failure was caused by DOJ or by the pilots inability to obtain an air traffic control
clearance.
Page 29 of 38
(d)
The failure of the pilots to locate and reach the desired destination providing such failure
was 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 of
an 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 by
DOJ and corrective measures by Contractor have been taken. Such grounding shall constitute failure to
perform, if Contractor or pilots are found to be at fault. A written record of each incident of failure to
perform, with a description of the details, may be prepared by DOJ and provided to Contractor Project
Manager.
22.4. In the event of a Contractor failure to perform under this section, DOJ may, in addition to pursuing
any other remedies under this Agreement for the failure to perform, elect to require Contractor to grant
DOJ service credits as compensation for Contractors failure to perform. If DOJ notifies Contractor of its
election to apply service credits under this section, the service credits shall amount to no fewer than the
number of hours (rounded up to the nearest full hour) lost or rendered unproductive by Contractors failure
to perform, and those hours shall be given the same classification (helicopter model, Standby, or Fuel
Truck) as the hours lost due to the failure to perform. It is provided, however, that when a failure to
perform results in the abortion of a mission or the failure of the mission to accomplish its purpose, the
service credit shall equal the number of hours that would have been required to complete the mission had it
been 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 this
Agreement 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 pass
a security and background clearance. Prior to the Effective Date, all pilots, ground crew, any replacement
personnel and other company personnel associated with the Services must complete the security and
background clearance. This security and background clearance consists of a search through the State of
Oregon and Federal Bureau of Investigation (FBI) criminal history systems. These systems may include
without limitation the following: federal and state criminal records, outstanding warrants, restraining
orders, automated property, and firearms clearances.
25.2
In order to facilitate the completion of the background process, each Contractor Personnel will be
required to complete forms provided by DOJ prior to the Effective Date. Contractor Personnel cannot
begin providing Services prior to the approval of the security and background clearance check.
25.3
DOJs security and background clearance forms include:

Page 30 of 38
(a)
Personal History Statement. This form includes the required following information:
personal, relative and references, education, residences, experience and employment, military
service, 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, not
both, 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 the
fingerprinting facility.)

Page 31 of 38
Exhibit B
to
Rates for Contractors Helicopter Services
Billable Item
Rate
Unit
Bell 206 B3
Hour
MD 500 D/E
Hour
Alternate Model
Hour
Standby (Non-Flight)
Services
Fuel Truck
Hour
Mile
The hourly and mileage rates stated in this Exhibit B reflect the only compensation payable by DOJ to
Contractor under this Agreement. Any other expenses arising from Contractors provision of Services
under this Agreement are at Contractors sole expense.
The hourly rate for standby (non-flight) Services is the applicable payment rate for Contractors travel time,
even when the travel involves helicopter flight time.

Page 32 of 38
Exhibit C
to
Contractor Insurance Requirements
A. REQUIRED INSURANCE. Contractor must obtain at Contractors expense the insurance specified in
this section prior to performing under this Agreement and must maintain it in full force and at its own
expense throughout the duration of this Agreement, as required by any extended reporting period or tail
coverage requirements, and all warranty periods that apply. Contractor must obtain the following insurance
from insurance companies or entities that are authorized to transact the business of insurance and issue
coverage in State and that are acceptable to Agency. Coverage must be primary and non-contributory with
any other insurance and self-insurance. Contractor must pay for all deductibles, self-insured retention and
self-insurance, if any.
WORKERS COMPENSATION & EMPLOYERS LIABILITY

All employers, including Contractor, must provide workers compensation insurance as required by
applicable workers compensation laws for persons performing work under this Agreement including
Employers Liability Insurance with limits not less than $500,000 each accident. Contractor must
require 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 form
and with coverage that are satisfactory to the State. This insurance must include personal injury
liability, products and completed operations, and contractual liability coverage. Coverage must be
written on an occurrence basis in an amount of not less than $2,000,000 per occurrence. Annual
aggregate 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 combined
single 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 negligent
acts related to the Services to be provided under this Agreement in an amount not less than $2,000,000
per occurrence. Annual aggregate limit must not be less than $4,000,000. If coverage is on a claims
made basis, then either an extended reporting period of not less than 24 months must be included in the
Professional Liability insurance coverage, or the Contractor must provide Tail Coverage as stated
below.
POLLUTION LIABILITY:
Required
Pollution Liability Insurance covering Contractors liability for bodily injury, property damage and
environmental damage resulting from either sudden or gradual accidental pollution and related cleanup
costs incurred by Contractor, all arising out of the Goods delivered or Services (including

Page 33 of 38
transportation risk) performed under this Agreement is required. Combined single limit per occurrence
must 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, covering
Contractors liability for bodily injury, property damage and environmental damage resulting from
sudden accidental pollution and related clean-up cost incurred by the Contractor that arise from the
Goods delivered or Services (including transportation risk) performed by Contractor under this
Agreement is also acceptable.
AIRCRAFT LIABILITY
Required
Aircraft Liability Insurance with a combined single limit for bodily injury and property damage liability
including passengers of not less than $2,000,000 per occurrence/aggregate.
B. ADDITIONAL INSURED. The Commercial General Liability insurance and Automobile Liability
insurance required under this Agreement must include the State of Oregon, its officers, employees and
agents as Additional Insureds but only with respect to Contractor's activities to be performed under this
Agreement. 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" liability
coverage, provided the effective date of the continuous claims made coverage is on or before the
effective date of this Agreement, for a minimum of 24 months following the later of (i) Contractors
completion and Agencys acceptance of all Services required under this Agreement, or, (ii) The expiration of
all warranty periods provided under this Agreement. Notwithstanding the foregoing 24-month requirement, if
Contractor elects to maintain tail coverage and if the maximum time period tail coverage reasonably
available 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 for
the coverage required under this Agreement. Contractor must provide to Agency, upon Agencys request,
certification of the coverage required under this section.
D. CERTIFICATE(S) OF INSURANCE. Contractor must provide to Agency Certificate(s) of Insurance
for all required insurance before delivering any Goods and performing any Services required under this
Agreement. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as
Additional Insured (or Loss Payees). Contractor must pay for all deductibles, self-insured retention and
self-insurance, if any. The Contractor must immediately notify DOJ of any change in insurance
coverage.

Page 34 of 38
Exhibit D
to
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 the
payment of taxes, and that Contractor is, to the best of my knowledge, not in violation of any Oregon tax
laws.
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 and
excise taxes, amusement device tax, timber taxes, cigarette tax, other tobacco tax, 9-1-1 emergency
communications tax, the elderly rental assistance program and local taxes administered by the Department
of Revenue (Lane Transit District Self-Employment Tax, Lane Transit District Employer Payroll Tax, TriMetropolitan Transit District Employer Payroll Tax, and Tri-Metropolitan Transit District SelfEmployment Tax).
Contractor:
_____________, a __________ corporation
Signature: ____________________________________
Printed Name: ________________________________
Title: ________________________________________
Date: ________________________________________

Page 35 of 38
Exhibit E
to
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 be
completed.
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 an
independent 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 Contractors
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.

Page 36 of 38
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
(Agencys certification is solely for the State's benefit and internal use.)

Page 37 of 38
Exhibit F
to
Representatives and Key Persons
A. DOJ Representative is Mike Loughary.

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

Page 38 of 38

Marijuana Eradication Helicopter Contract 2015

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Marijuana Eradication Helicopter Contract 2015

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Helicopter Services Agreement

Definitions. The following terms have the definitions provided.

Confidential Information is defined in Section 6.1.

Helicopter Services Agreement for 2015

Maximum Compensation is defined in Section 4.1.

Retention Amount is defined in Section 4.3

Helicopter Services Agreement for 2015

Confidentiality and non-disclosure obligations.

Contractor representations and warranties.

Helicopter Services Agreement for 2015

Contractors performance warranties. Contractor represents and warrants to DOJ that:

Indemnity, defense, and insurance obligations.

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

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

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

Remedies for default.

termination of this Agreement under Section 13.1(b).

withholding payment for Services performed by Contractor.

Helicopter Services Agreement for 2015

DOJs right to suspend the Services.

Legal compliance, independent contractor, and taxes.

Venue and choice of law.

Helicopter Services Agreement for 2015

_____________, a ____________ corporation

Helicopter Services Agreement for 2015

Hourly rates for flight time and standby time.

Flight Time Calculations.

Contractor invoices. All Contractor invoices must include the following:

FAA registration number of the assigned helicopters.

Helicopter Services Agreement for 2015

The beginning and ending dates for the invoice period.

Total invoice amount.

Helicopter Services Agreement for 2015

Pilots equipment requirements.

Helicopter Services Agreement for 2015

Type of flying experience

1,000 Hours Helicopter time as Pilot In Command (PIC);

Pilots must be trained in the following helicopter operations:

* Normal and crosswind landings and takeoffs.

Helicopter Services Agreement for 2015

Helicopter Services Agreement for 2015

Communications and related equipment requirements.

Required Communications Equipment.

VHF Communication System.

Integrated Audio and Transmitter Selector System.

Earphone and Microphone Equipment

Helicopter Maintenance and Inspections.

Helicopter Services Agreement for 2015

Helicopter and Facilities Maintenance.

Engine Performance Check.

Helicopter Services Agreement for 2015

Substitution of Helicopters and Pilots.

SERVICE TRUCK SPECIFICATIONS.

Service Truck Equipment.

Helicopter Services Agreement for 2015

Continued inefficient or ineffective helicopter operation as determined by DOJ.

Helicopter Services Agreement for 2015

Contractors failure to perform is defined to include without limitation:

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

License and permits.

Insurance Requirements. See Exhibit C to the Agreement.

Security and background clearance checks.

DOJs security and background clearance forms include:

Helicopter Services Agreement for 2015

_, a corporation

___, a corporation