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1.WHOLE AGREEMEIV'I'. This AGREEMENT is the complete and ezclusive statement of the AGREEMENT between the Parties relevaot to the purpose described and
<br />supersedes all prior agreemenu, oral or written, and ali other communication between the parties relating to the subject matter of the AGREEMENT.
<br />2. WRITTEN NOTICE. Auy 5otice of termination or other communication having a material effect ou this AGREEMENT shall be served by U.S. Mail on the signatories
<br />listed.
<br />3. GOVERNING LAW/VENLJE. This AGREEMENT shail be governed by the laws of the State of Oregon. Any action commenced in connection with this AGREEMENT
<br />shall be in the Disvict or Circuit Court of Marion Counry. All rights and remedies of the COUNTY shatl be cumuladve and may be ezercised successively or concurrenUy.
<br />The foregoing is without limitation to or waiver of any other rights or remedies of the COUNTY according to law.
<br />4. COMPLIANCE. The CONTRACTOR shall comply with all applicabie Federai, State and local laws, rules and regulations. All provisions of ORS 279310 tlvough 4J0
<br />(Public Contracts and Purchasing) are incorporated herein to ihe eatent applicable to personal/professional service agreements.
<br />5. JLIDICIAI, RUI,INGS. If any provision of this AGREEMENT as applied to either party or to any circumstances sha(1 be adjudged by a court to be void or unenforceable,
<br />the same shall in no way affect any other provision of this AGREEMENT or the validiry or enforce ability of the AGREEMENT.
<br />6. INDEPENDENT CONTRACTOR. The CONTRACTOR, in carrying out the services to be provided under this AGREEMENT, is acting as an "independent contractor"
<br />and is not an employee of COUNTY, and as such accepts full respoasibility for tazes or other obligatioos associated with payment for services under this AGREEMENT. As an
<br />"i-~dependent wntractor", CONTRACTOR will not receive any benefits normally accruing to COUNTY employees unless required by applicable law. Furthermore,
<br />CONTRACTOR is free to contract with other parties for the duradon of the AGREEMENT.
<br />7.INDEbINIFICATION. The CONTRACTOR shall save harmless, indemnify, and defend the COUNTY for any and all claims, damages, losses and expenses including but
<br />not limited to reasonable attorney's fees arising out of or resulting from CONTRACTOR's performance of or failure to perform the obligadons of this AGREEMENT to the
<br />eztent same are caused by the negligence or misconduct of CONTRACTOR or its employees or agenu.
<br />8.INSURANCE. The CONTRACTOR shall maintain at all times commercial general liabi(iry insurance, property damage/automobile insuraoce, and medical/professiooal
<br />malpractice if applicable, covering its activities and operations under this Agreement. The CONTRACTOR SHALL name the COUNTY , its officers, agencs and employees as
<br />addidonal insureds for general liability and property damage insurance coverage aod an Endorsement shall be issued by the company showing the COUNTY as an additional
<br />insured and containing a 30-day Notice of Cancelladon endorsement. Such insurance shall be in the forms and amounts not less than set forth in ORS 30.270: $100,000
<br />property damage per claimant, $200,000 all other claims per claimant, $500,000 all claims. Minimum limits required for medical/professional malpractice $1,000,000. All
<br />iosurance shall be evidenced by a Certificate of Insurance provided to the COUNTY, inclicating coverages, limits and effecGve dates, by an insuraace company licensed to do
<br />busiaess in the State of Oregon. Some, or all, of ihe required insurance may be waived or modified if approved by the COUNTY's Contracu Officer. Waiver is requested as
<br />follows: ~SOa~ oa~ F ~ ('~ 'Zr~sutie~.ct.o_
<br />O Contracts Officer Inidal
<br />O Contractor's Initials C Q f-(
<br />Conunents
<br />9. WORKERS' COMPENSATION. The CONTRACTOR shall comply with ORS 656 for all employees who work in the State of Oregon. The CONTRACTOR shall obtain
<br />and maiatain at all times during the term of this contract, workers' compensadon insurance with statutory limits and employers' liability insurance. CONTRAC'TOR shali
<br />provide the COUNTY with evidence that it is a carrier-iasured or self-insured employer in full wmpliance with the requirements of ORS Chapter 656, or that it emp(oyees no
<br />persons subject to the requirements of ORS 656, Workers' Compeasation Insurance,
<br />10. NONDISCRIMINATION. The Contractor agrees to comply with the Civil Rights Act of 1964, and 1991, Americans with Disabilides Act of 1990, and Section 504 of the
<br />Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84 which states in part, oo qualified person shall on the basis of disability, race, color, or national
<br />origin be ezcluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from
<br />federal financial assistance.
<br />11. TERMINATION OF AGREEMEN'I'. The AGREEMENT may be terminated under the following conditions:
<br />a. By written mutual agreement of both parties. Termina6on under this provision may be immediate.
<br />b. Upon fifteen (15) caleodar days written notice by either Party to the other of intent to terminate.
<br />c. Immediately on breach of the convact.
<br />If this AGREEMENT is terminated by either parry, for reasons other than breach of contract, the COUNTY agrees to pay to the CONTRACTOR all costs and ezpenses
<br />associated with services satisfactorily provided to the effective date of termination.
<br />12. SLJBCONIRACTING/NONASSIGNMENI'. No portion of thc AGREEMENT may be contracted or assigned to any other individual, firm or entity without the ezpress
<br />and prior approval of the COUNTY.
<br />13. SIJRVIVAL. The terms, coodi6ons, representadons and all warranues cootaiaed ia this AGREEMENT shall survive the termination or ezpiration of this AGREEMENT.
<br />14. FUNDING. Ia the event the Board of Commissioners of the COUNTY reduces, changes, eliminates, or other wise modifies the funding for any of the services identified,
<br />the CONTRACTOR agrees to abide by any such decision including terminadon of service.
<br />I5. STANDARD OF SERVICES AND WARRAIVTY. The CONTRACTOR agrees to perform its services with that standard of care, skill and diligence normally provided by
<br />a professional individual in the performance of similar services. It is understood that the CONTRAC'TOR must perform the secvices based in part on informadon furnished by
<br />the COUNTY and that the CONTRACTOR shall be endded to rety on such informadon. However, the CONTRACTOR is given notice that the COUNTY will be relying on
<br />the accuracy, competcnce aod completeness of the CONTRACI'OR'S services in utilizing the results of such services. The CONTRACTOR warrants that the
<br />recoaunendations, guidance and performance of any person assigned under the AGREEMENT shall be in accordance with professional standards and the requirements of the
<br />AGREEMENT.
<br />16. COUNTY PRIORI7'IES. The CONTRACTOR shall comply prompUy with any requests by the COUNTY relating to the empt~asis or relative emphasis to be placed on
<br />various aspects of the work or to such other matters pertaining to said work.
<br />17. OWNERSHIP AND USE OF DOCUMENT'S. All documents, or other material submitted to the COUNTY by CONTRACTOR shall become the sole and ezclusive
<br />Property of the COUNTY. All material prepared by CONTRACTOR under this AGREEMENT may be subject to Oregon's Public Records Laws.
<br />18. TAX COMPLIANCE CERTIF'ICATION. CONTRACfOR hereby certifies, under penalry of perjury, as provided in ORS 305385(6), that to the best of
<br />CONTRACTOR'S knowledge, CONTRACTOR is not in violation of any of the tax laws described in ORS 305380(4).
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