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, ~ . _... _.. ---__...____.~W_.~_._._.__..- -- ~~.,~...~..,..,_..,...._. - ----.,,w...~._...~_....__..w...~.~.,..~.w..._.~.... ~ .. •..__:....~..:~:... - --- ' I.W HOLE AGREEMENT. This AGREEMENT is the compkte and ezclusive statement oC the AGREEMENT txewce~ the Panies rdcvant to the purpost descnbed and su~x~sedes all prior agruements, oral oc W~tten, and al~ aht~ ~ommunica~ion between the parties rdating to the subject matter of the AGREEMENT. 2. WRITfEN NOTICE. Any notice of termination or other communication having a material efCect on this AGREEMENT shall be served by U.S. Mail o~ the signatorics listed. 3, GOVERNING LAWNENUE. This AGREEMENT shall be governedby the laws o(the State o[Oregoa Any xtion commenced in conneccioa with this AGREEMENT shall be in ~he Disuia or Circuit Court of Marioc~ Counry. All rigfits and rcmodia ot the COUN7Y shatl be cumulative and may b~ exercised successively oa concunendy. The foregang is withoue limitation to or waiva o! any ahu rights or remedies of the COUNTY according to law. : . , >~` ~ 4. COMPL[ANCE. The CONTRACfOR shalt comply with a1~ aPP~~cabk Federal. State and local laws• rula and regutauons. All provisions of ORS 279.310 through 430 (Pubhc C~~~ ~ p~rchasi~g) are incorporated herein co the eatent applicable to personallprofessional urice agreements. . 5. J(JpICIA[, RUL[NGS. (f ~y provisiaa of this AGREEMENT as applied to either paety a to any circumstances shall be adjudged by a court to be void oc unenfaceabk. the same shall in no way affect any aher provision of this AGREEMENT or the validity or enforceab~liry of the AGRFEMENT. 6. INDEPENDENT CONTRACfOR 'Rie C~NTRALT~R. u~ ~TY~ng out the services to be provided unda this AGRFEMENT. is acting az an "independent contcactoi' and is ~ot an employx of COUNTY. and u such accepts futl resPonsibility for taxa or aher obligations ~~ ~uired by applicabk law FundRhumo~e• ON'C ACTOR ise froe toec.~ontraa conttactor'. CONTRACi'OR will not ~+xeive any be~efits nonnallY aoauing to COUNTY emPbY'~ w~ch acher parties for the duration of the AGREEMENT. ' 7.(NpENQVIFICAI'[ON. ihe CONTRACtOR shall save harmless. indemnify. and defend the COUNTY for any and all claims. damaSa. losses ~d expenses iaduding but na limited ~o ~able accomey's far arising out of or rcsulting from CON'fRACTOR's perfortnance of or failua to perfam d~e obliSazians ot this AGREEMENT to the eztent same are caused by the negtigence or miscondua of CONTRACTOR a its employees or agents- . 8.QVSURANCE.'ihe C~NTR'°`C~R sfiall maintain at all times canmucial general Gability insurance. pcopertY damaSdautom°bile insurance. and mcdicaVPcofasional malpractice if applicabb. covai^S ~~vities and operacions unda this Agrxment. 'I7x CONTRACI'~R SHAIL name d~e COUNTY . its officas. agents and employxs u sdditional insureds fa 6a-aal IiabiluY and ProPaty d~~ °~~ CO~~ ~~~~ ~~ 15~ ~~~~y slwwing the COUNTY u an additional insuced and containing a 30-day Notia of Canoeltaha- aidarsa~nt. •Sucfi inwcanoe shall be in the fams and amounts na less than set forth in ORS 3Q.270: S I00.000 pc~opertY dama8e pa claimant, 5200.000 all atFrcr • ce S I.000.000. All insurance shall be evidenced by a Catificate of [nsuranx claims pa elaimant. 5500.000 all elaims. Minimum limits requirod fa medicaUprofessional ~ to do businas in the Stue of Oregon. Some. or all. of the ecquired insurance pmvided to the COUtJ'I'Y. indicatin8 co~~eg~• limits and effadv~e dues. by an insucance aompanY may be waived a modified if apprm~ed by the C~UN1'Y's Concraas Offica. Waiva is re9u~sted u follows: Contractor's lnitials • O ~tracts Officer (nitial ~ ' Comm~nts 9. WORKERS' COMPENSAI'tON. 'R~e CON7'RAC7'OR shall comply with ORS 656 fa all empbyas who wak i~ S~~ °~~ ~~ACfOR shall~pmvide du COUnNTY m~innin t all tima durin8 the tecm of this contcad. vw~kas~ oomP~nss~°° ~°~~ with statutory limits and anpbyas' ~ ~Y ~~ ~~~ ~ a~ a~~~ a~~~~ ~mployu in fuU complianx with the requic~ements of ORS Chapca 656. or thu it employes no persons subjxt to the requiremencs of ORS 656. ~Yorkers~ Compensation (nsunnce. ~ 1.0. NONDISCRIMINATION. The Conaxta ag~'ees to comply with the Civil Rights Ad of 1964. and 1991. and Sxtion 504 of the Rehabilitation Aa of I973 ac impkmented by 45 ~ ~~.4 ~~ ~~~„No q~~ ~~ ~~~~~ of ~ be ex~h~ded from pacticipazion in. be denied the benefits of. or otherwise be subjated to discrimination ~ unda any proSram a utiwty which received or benefits from ftdual financial acsistanoe." and Americans with Disaeilities Act of 1990. 1 ~,'fERMINATION OE AGREEMENT. The AGREEMENT may be tertninated under the following conditions: i gy written mutual agreemen~ oF both parties. Tecmination under this provision may be immediate. b. Upon fifteen (15) cakndar daYs w~tten notice by either Party to the aher of intent to terminue. c. lmmediately on breach of t6e convact. (f this AGREEMENT is tertn~~°d by Gtha party. f°r reaz°°s °ther d'~ breach of contract, the COUNTY agrees to pay to the CONTRACTOR all costs and expenses usociated with servicu satisfactai~y provided to the effective date of tertnination. l2. SUBCONTRACTING/NONASS[GNMENT. No portion ot the AGREEMENT may be contracted or assigned to any ochu individual, firtn or entity without the ezpress and pnor approval of the COUNTY. 13. SURVIVAL. The tertns, conditioas, rcpresentations and all wartantia contained in this AGREEMENT shall survive the tertnination or expiration of this AGREEMENT. l4. FUNDING. In tAe event the Board of Commissioners of the COUNTY reduces, changes, eliminatu, or other wise modifies the funding fa any of the urvices identified. the CONTRACTOR agrees to abide by any such dxision including tumination ot service. I5. STANDARD OF SERVICES AND WARRANTI. The CONTRACTOR agreu to perfam iu urvices with that standard of care, skill and diligence nortnal~y prov~ded by a pro(essional individual in the perComuna of similar services- k is understood that the CONTRACTOR must perform the sernces b~~d ~" P~ ~^ ~nfOfi°a~1O° fumished by the COUNTY and thae the CONTRACTOR shall be entitkd ta rdY o~ such infortnacion. However. the CONTRACI'OR is given naice that the COUNTY will be ~r~Y~u dance and cU rformanc of any person azs gned u deh theOAGREEMENT shall,be in accordance w th1profess onal scandards dOthe requirements o cnhe AGIREEMENT. endations, g Pe 16. COUNTY PRIORITIES- The CONTRACTOR shall comply PrompdY w~ch a"Y "e9~s~ by the COUNTY relating to the emphasis a re lative emp hasis to b e p L u e d o n r a n a s ~ s P~ of the work or to such other matters pertaining to said work. 17. OWNERSHiP AND USE OF DOCUMENTS. All documents, a other material submitted to the COUNTY by CONTRACTOR shall become the sole and exclusive Property o( the COUNTY. AII mate~al preparcd by CONTRACTOR undu this AGREEMENT may be subject to Oregon's Public Records Laws. I8. TAX COMI'LIANCE CERTIEICATION. CONTRACTUR hereby cenifies, under ~x'nalty of {xcrjury, as provided in ORS 305.3R5(6), d~at to ~he bnst of CONTRACTOR'S knowkdgc. CONTRACTOR is nW in violation o[ any of the tax ~aw's described in ORS 305.i80(4). "`~'.'.t. VlJ~e1A. "~-'_rra.aa;:.: \