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1.WHOLE AGREEMEN'I'. This AGREEMENT is tY mplete and exclusive statement of the AGREEMENT b~ ~n the Parties relevant to the purpose described and
<br />supersedes all prior agreements, oral or written, and a1~r,r~er communication between the parties relating to the sur,~..~' matter of the AGREEMENT.
<br />2. WRIT'!'EN NOT'ICE. Any notice of tcrmination or other communication having a material effect on this AGREEMENT shall be served by U.S. Mail on the signatories
<br />listed.
<br />3. GOVERNING LAW/VENiTE. This AGREEMENT shall be governed by the laws of the State of Oregon. Any action commenced in connection with this AGREEMENT
<br />shall be in the District or Circuit CouR of Marion County. All rights and remedies of the COUNTl' shall be cumuladve and may be exercised 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 applicable Federal, Statc and local laws, rules and regulations. All provisions of ORS 279.310 through 430
<br />(Public Contracts and Purchasing) are incorporated herein to the extent applicable to persooal/professional service agreements.
<br />5. NDICIAL RULINGS. If any provision of this AGREEMENT as applied to either party or to any circumstances shall be adjudged by a coun 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 CONTRAC'TOR. 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 responsibility for tazes or other obligations associated with payment for services under this AGREEMENT. As an
<br />"independent contractor", CONTRACTOR will not receive any benefits normally accruing to COUNTY employees u-iless required by applicable law. Furthermore,
<br />CONTRACTOR is free to contract with other parties for the duraUOn of the AGREEMENT.
<br />7.INDEMNIFICATION. 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 obligations 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 liability insurance, property damage/automobile insurance, and medical/professional
<br />malpracGce if applicable, covering its activities and operations under this Agreement. The CONTRACTOR SHALL name the COUNTY , its o~cers, agents and employees as
<br />additional insureds for general liability and property damage insurance coverage and an E~lorsement shall be issued by the company showing the COUNTY as an additional
<br />iosured and containing a 30ilay Notice of Cancellation endorsement. Such insurance shall be ia 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 medicaUprofessional malpractice $1,000,000. All
<br />insurance shall be evidenced by a Certificatc of Insurance provided to the COUNTY, indicating coverages, limits and effective dates, by an insuraoce company licensed to do
<br />business in the State of Oregon. Some, or all, of the required insurance may be waived or modified if approved by the COUNTY's Contracu Officer. Waiver is requested as
<br />follows: ~SOd~, 000 ~ ~ (~ TNSu,~e~wel~
<br />O Contracts Officer Inidal
<br />O Contractor's Initials ~ Q ~
<br />Comments
<br />9. WORKERS' COMPENSAITON. The CONTRACTOR shall comply with ORS 656 for all employees who work in the State of Oregon. The CONTRACTOR shall obtaiu
<br />and maintaia at all times during the term of this contract, workers' compensation insurance with siatutory limits and employers' liability insurance. CONTRACTOR shall
<br />provide the COUNTY with evidence that it is a carrier-insured or self-insured employer in full compliance with the requirements of ORS Chapter 656, or that it employees no
<br />persons subject to the requiremeats of ORS 656, Workers' Compensation Insurance,
<br />10. NONDISCRIMINATION. The Contractor agrees to comply with the Civil Rights Act of 1964, and 1991, Americans with Disabilities Act of 1990, and Section 504 of the
<br />Rehabilita6on Act of 1973, and Title VI as implemented by 45 CFR 80 and 84 which states in part, no qualified person shall on the basis of disabiliry, race, color, or national
<br />origin be excluded from participadon in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from
<br />federal fiaancial assistaace.
<br />11. TERMINATION OF AGREEMENT. The AGREEMENT may be terminated under the following conditions:
<br />a. By written muwal agreement of both parties. Termination under this provision may be immediate.
<br />b. Upon fifteen (15) calendar days writtcn notice by either Party to the other of intent to terminate.
<br />c. Immediately on breach of the contract.
<br />If this AGREEMENT is terminated by either party, for reasons other than breach of contract, the COUNTY agrees to pay to the CONTRACTOR all cosu and expenses
<br />associated with services satisfactorily provided to the effective date of termination.
<br />12. SUBCONTRAC'TING/NONASSIGNMENT. No portion of the AGREEMENT may be contracted or assigned to any other individual, firm or entity without the express
<br />and prior approval of the COUN7'Y.
<br />13. SURVIVAL. The terms, conditions, representations and all warrandes contained in this AGREEMENT shall survive the terminaUOn or expiration of this AGREEMENT.
<br />14. FUNDING. In 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 termination of service.
<br />15. STANDARD OF SERVICES AND WARRAN'TY. The CONTRACTOR agrees to perform its services with ttiat standard of care, skill and diligence normally provided by
<br />a professional individual in the performance of similar services. It is understood that the CONTRACTOR must perform the services based in part on information furnished by
<br />the COUN1'Y and that the CONTRACI'OR shall be entided to rety oo such information. However, the CONTRACTOR is given notice that the COUNTY will be relying on
<br />the accuracy, competence aad completecess of the CONTRACTOR'S services in utilizing the results of such services. The CONTRACTOR warrants that the
<br />recommendations, guidance and performance of any person assigaed under the AGREEMENT shall be in accordance with professional standards and the requirements of the
<br />AGREEMENT.
<br />16. COUNTY PRIORITIES. The CONTRACTOR shall comply prompUy with any requests by the COUNTY relating to the emphasis 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 DOCUMENTS. All documenu, or other matcrial submitted to the COUNTY by CONTRACTOR shall become the sole and ezclusive
<br />Property of the COUNTY. All material prepared by CONTRAC'fOR under this AGREEMENT may be subject to Oregon's Public Records Laws.
<br />18. TAX COMPLIANCE CERTIFICAI'ION. CONTRAC'I'OR hereby certifies, under penalty of perjury, as provided ia ORS 305385(6), that to the best of
<br />CONTRAC'1'OR'S knowledge, CONTRACTOR is not in violation of any of the tax laws described in ORS 305380(4).
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