1.28.2026_PP_SERVICES_CONTRACT_MASTER.pdf

Contract No:

PERSONAL / PROFESSIONAL SERVICES CONTRACT

This contract is between Washington County, a political subdivision of the State of Oregon (the “County”), and

_________________________________________________________________________ (“Contractor”) (collectively, the “Parties”).

County and Contractor, in consideration of the mutual promises, terms, and conditions set forth herein, agree to the following:

SECTION 1 - PURPOSE AND STANDARD OF SERVICES

1.1 This Contract sets forth the responsibilities and clarifies the relationship between the County and Contractor.

1.2 Services performed by Contractor shall be performed to the standards described in Section 29 of the County Contract Terms and Conditions below.

SECTION 2 - CONSIDERATION

2.1 Contractor shall perform the work described in Attachment A, in consideration for which County agrees to pay for the work in the manner as further described in this Contract.

2.2 The maximum amount payable under this contract is $ ________________; unless otherwise amended.

Contractor bears the risk of non-payment for services in excess of the amount stated in this section without prior County written approval of any such excess amount; but County reserves the right to ratify and pay for such services in its sole discretion.

2.3 If applicable, payments based upon hourly rates or other measurements and provisions for travel expenses are set forth and identified in Attachment A.

2.4 Unless otherwise stated in Attachment A, the payment terms are thirty (30) days after invoice approval by the County Contract Administrator.

SECTION 3 – CONTRACT TERM

3.1. The effective date is: _______________________________________________________________.

The effective date is upon final signature.

3.2. The expiration date is: ___________________________________________, unless otherwise amended in writing.

3.3. Passage of the Contract expiration date shall not extinguish or prejudice the County's right to enforce this Contract with respect to any default or defect in performance that has not been cured by Contractor.

SECTION 4 – ADDITIONAL DOCUMENTS AND ATTACHMENTS

4.1 The following documents are incorporated into this contract:

Solicitation # _____________________.

Contractor’s response dated ____________________.

4.2 The following Attachments are incorporated into and made a part of this Contract:

Attachment A: Statement of Work/Schedule/Payment Terms

Attachment B: Modifications to Contract Terms and Conditions

Attachment C: Insurance Requirements Summary Form

Attachment D: Federal Certifications

Attachment E: State Insurance Program Requirements

Attachment F: Business Associate Agreement

Attachment G: PREA Policy Agreement Attachment J: Catalog of Federal Domestic Assistance

Attachment Other: Prevailing Wage Standards Attachment Other:

Other:

4.3 In the event there is a conflict between the documents comprising this Contract, the following order of precedence shall apply: the terms and conditions set forth in the body of this Contract, as modified by Attachment B, Attachment C, Attachment D, Attachment E, Attachment J, and Prevailing Wage Standards;

Attachment A; the remaining attached items checked in section 4.2; the Solicitation; and Contractor’s response.

SECTION 5- COUNTY CONTRACT ADMINISTRATOR

FOR WASHINGTON COUNTY USE ONLY

County Contract Administrator: Phone: Email:

CONTRACT TERMS AND CONDITIONS

1. Subcontracts and Assignment. Contractor shall not enter into any subcontracts for any of the work required by this Contract or assign or transfer any of Contractor’s interest in this Contract, without prior written notice to County. County shall have 10 business days to object. The provisions of this Contract shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors and assigns, if any.

2. Third Party Beneficiaries. County and Contractor are the only Parties to this Contract and are the only Parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

3. Written Notice. Any notices regarding changes, term, or other such communication having a material effect on this Contract shall be served upon the County Contract Administrator and the Contractor Contact Person in one of the following manners: a) personal delivery; b) registered or certified U.S. Mail, return receipt requested or other proof of delivery; or c) email receipt confirmed. Except as provided in this Contract, the Parties agree that fifteen (15) calendar days constitutes reasonable and sufficient notice for the exercise of any rights under this Contract in the event that applicable law specifically requires such notice.

4. Governing Law/Venue/Attorney Fees. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to any conflict of law principles. Any claim, action, suit, or proceeding (collectively, "Claim") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Washington County Circuit Court or the United States District Court for the District of Oregon.

CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Each Party shall be responsible for its own costs and attorney fees for any claim, action, suit, or proceeding, including any appeal.

5. Remedies Cumulative. All rights and remedies of County and Contractor shall be cumulative and may be exercised successively or concurrently. The foregoing is without limitation to or waiver of any other rights or remedies of County according to law.

6. Severability/Waiver. County and Contractor agree that, if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid. The failure of a Party to enforce any provision of this Contract shall not constitute a waiver by that Party of that or any other provision of this Contract.

7. Public Contracting Statutes. ORS 279B.220 through 279B.235 and 279C.500 through 279C.870, as applicable, are incorporated herein by reference.

8. Independent Contractor.

8.1 Contractor shall perform the work required under this Contract as an “Independent Contractor.” Although

County reserves the right to determine the delivery schedule for the work to be performed and to evaluate the quality of the completed performance, the County cannot and will not control the means or manner of the Contractor’s performance. The Contractor shall comply promptly with any requests by County relating to the relative emphasis to be placed on various aspects of the work or to such other matters pertaining to the work under this Contract. Contractor is, however, solely responsible for determining the appropriate means and manner of performing the agreed upon work.

8.2 Contractor represents and warrants that Contractor is not an employee of the County, is not currently employed by the Federal Government, meets the specific independent Contractor standards of ORS 670.600, and is not an “officer”, “employee”, or “agent” of the County, as those terms are used in ORS 30.260 et. seq.

8.3 Contractor is solely responsible for payment of any federal, State, or local taxes applicable to any payments paid to Contractor under this Contract including, but not limited to, payment of the corporate activity tax imposed under HB 3427 (2019 Oregon legislative session). Contractor may not include its federal, state, or local tax obligations as part of the cost to perform under this Contract. Contractor is not eligible for any federal Social Security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to Contractor under this Contract.

8.4 Contractor agrees to immediately provide County notice of any claim(s) made against Contractor by any third party related to the services performed hereunder. Contractor also agrees not to assign to any third party, without County’s written consent, any obligation of Contractor to indemnify County under this Contract.

9 Environmentally Preferred Products/Material Safety Data Sheets. Whenever possible, the Contractor should use environmentally preferable products which present a lesser impact to the public health and the environment than competing products. Contractor agrees, upon execution of this Contract, to submit a copy of the relevant material safety data sheet(s) for any chemical substance(s) Contractor will bring onto County premises and used to perform the services hereunder.

10. Nondiscrimination. No person shall be denied or subjected to discrimination in receipt of the benefits of any services or activities made possible by or resulting from this Contract on the grounds of race, color, religion, gender, sexual orientation, national origin, disability, age, or marital status. Any violation of this provision shall be considered a material defect and shall be grounds for cancellation, termination, or suspension of this Contract in whole or in part by the County.

11. Termination.

11.1 This Contract may be terminated as follows:

a. By mutual written consent of the Parties.

b. Contractor may terminate this Contract upon a material default of County; however, Contractor must provide written notice to the County Contract Administrator and provide County with thirty (30) days to cure any such default.

c. County may at any time terminate, the whole or any part of, this Contract for default if Contractor fails to perform any of the provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County, fails to correct such failure to perform within seven (7) calendar days or such other period as the County may authorize or require.

d. County may terminate this Contract immediately upon declaration of bankruptcy by Contractor or if Contractor is taken into receivership.

11.2 Upon receiving a written notice of termination issued by County, Contractor shall immediately cease all activities under this Contract and return any County property, unless expressly directed otherwise by County in the notice of termination.

11.3 In the event the Board of Commissioners of Washington County reduces, changes, eliminates, or otherwise modifies the funding for this Contract, or if funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for the purchase of the goods or services described herein, then County may terminate this Contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by County, and Contractor agrees to abide by any such decision.

11.4 In addition to the other termination provisions specified herein, a Party may terminate this Contract, in whole or in part, for convenience upon thirty (30) days’ prior written notice to the other Party. During this 30-day period, each Party shall wind down and cease its services hereunder as quickly and efficiently as possible, without performing unnecessary services or activities and by minimizing negative effects on the other Party from such winding down and cessation of services.

11.5 The rights and remedies in this section, are not exclusive and are in addition to any other rights and remedies provided by law or equity or under the term of this Contract.

11.6 If this Contract is terminated under subsections 11.3 or 11.4, County shall be liable only for payment in accordance with the terms of this Contract for services satisfactorily rendered prior to the effective date of termination.

11.7 Upon termination of this Contract, Contractor shall promptly deliver to County all documents, work product, and any other materials in whatever form that are or would be deliverables had the Contract been completed or that otherwise constitute County property.

12. Time is of the essence. Time is of the essence in Contractor’s performance of each and every obligation and duty under this Contract.

13. Force Majeure. Neither Party shall be held responsible for delay or default caused by fire, flood, earthquake, elements of nature, or acts of God, war, or any other similar cause beyond the reasonable control of such Party. Contractor shall make reasonable efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans, or other means. The Party whose performance is prevented, hindered, or delayed by such a force majeure event shall promptly notify the other Party in writing of the occurrence of the force majeure event and describe in reasonable detail the nature of the force majeure event and the expected impact on performance of the services hereunder.

14. Compliance with Applicable Law. Contractor and its subcontractor(s) shall comply with all federal, state, and local laws, regulations, rules, and ordinances applicable to the work performed under this Contract including, but not limited to the following, as applicable: Title VI and Title VII of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990 (Pub L No. 101-336), ORS 659A.142 and all regulations and administrative rules established pursuant to those laws; and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

15. Contractor Certification Regarding Debarment, Suspension, Proposed Debarment, and other Responsibility Matters.

The Contractor certifies to the best of Contractor’s knowledge and belief that neither Contractor nor any of Contractor’s principals:

15.1 Are presently debarred, suspended, proposed for debarment, or declared ineligible from submitting bids or proposals by any federal, state, or local entity, department, or agency;

15.2 Have within a 3-year period preceding this Contract, been convicted of or had a civil judgment entered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performance of a public (Federal, state, or local) contract or subcontract; violation of federal or state antitrust statues relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, false statements, tax evasion, or receipt of stolen goods;

15.3 Are presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph 15.2 of this certification;

15.4 Have within a 3-year period preceding this Contract, had one or more contracts terminated for default by any Federal, state, or local public agency.

15.5 Are on the list titled “Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently available at:

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

15.6 Are out of compliance with the tax laws of the State of Oregon and political subdivisions of the State of Oregon, including, but not limited to, ORS 305.620 and ORS chapters 316, 317, and 318. Washington County may, in its sole discretion, terminate this Contract if Contractor fails to comply with all such tax laws during the term of this Contract.

16. Oregon Registration. If Contractor is not domiciled or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies related to the services provided hereunder.

17. Use of County Facilities. Contractor and Contractor’s employees, agents, representatives, or subcontractors shall have the right to use only those County facilities that are necessary to perform the services specified hereunder and shall have no right of access to any County facility without prior County approval. County shall have no responsibility for the loss, theft, or disappearance of or damage to equipment, tools, materials, supplies, and other personal property of Contractor or Contractor’s employees, agents, representatives, or subcontractors which may be stored on County premises.

18. Counterparts. This Contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute one and the same instrument.

19. Warranties. Contractor represents and warrants to County that: (a) Contractor has the power and authority to enter into and perform this Contract, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, and (c) Contractor's performance under this Contract shall be in a professional manner and in accordance with comparable industry standards.

20. Records. Contractor shall maintain all fiscal records related to this Contract in accordance with Generally Accepted Accounting Principles. Contractor shall maintain any other records related to this Contract in such a manner as to clearly document Contractor’s performance hereunder. Contractor acknowledges and agrees that County and its duly authorized representatives shall have access to Contractor’s fiscal records and all other books, ledgers, documents, plans, designs, notes, and materials in whatever form that are related to this Contract for the purpose of making audits, examinations, excerpts, copies, and transcriptions. Contractor shall permit authorized representatives of the County to perform site reviews for all services delivered hereunder. All such fiscal records, books, ledgers, documents, plans, designs, notes, and materials in whatever form related to this Contract shall be retained by Contractor and kept accessible for a minimum of 3 years, unless a longer period is required be federal, state, or local laws, rules, regulations, or policies, following final payment and termination of this Contract, or until the conclusion of any audit, controversy, litigation, or other action arising out of or related to this Contract, whichever date is later. All subcontracts shall also comply with these provisions.

If OMB Circular A-133 is applicable to this Contract, then Contractor shall provide County with Contractor’s DUNS Number.

21. Work Product. All work product of the Contractor resulting from this Contract (“the work product”), except material previously and mutually identified as confidential or proprietary, shall be provided to County upon request and shall be considered the exclusive property of County. If any of the work product contains intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, or state trade secret laws, Contractor hereby grants County a perpetual, royalty-free, fully paid-up, nonexclusive, and irrevocable license to copy, reproduce, perform, dispose of, use, and reuse the work product, in whole or in part, and to authorize others to do so. Such work product includes, but is not limited to: databases, templates, file formats, scripts, links, procedures, materials, training manuals and other training materials, specially created key commands, and any other information, designs, plans, or works provided or delivered to County or produced by Contractor under this Contract.

22. County Policies. During the performance of this Contract, Contractor shall comply with the Equal Opportunity Act of 1972, Oregon State laws, regulations, and rules, legal mandates, and Presidential Executive Order 11375 and as supplemented in Department of Labor Regulation 41 CFR part 60. Contractor shall also comply with the County Workplace Discrimination, Harassment, and Retaliation Prevention Policy, Workplace Violence Prevention Policy, Smoke Free Campus Policy, and Personal Information Protection Policy. All subcontractors shall also comply with this section.

23. Indemnification and Hold Harmless. To the fullest extent permitted by law, and except to the extent prohibited under ORS 30.140, Contractor shall defend, indemnify, and hold harmless the County, its agents, officers, elected officials, and employees from and against all claims, demands, and judgments (including reasonable attorney fees and costs) made or recovered against them including, but not limited to, damages to real or tangible property or for bodily injury or death, arising out of, or in connection with this Contract, to the extent such damage, injury, or death is caused or sustained in connection with the negligent performance or willful misconduct of Contractor, or its employee, agents, representatives, or subcontractors. County agrees to promptly notify Contractor in writing of any such claim or demand to defend or indemnify and agrees to cooperate with Contractor in a reasonable manner to facilitate the defense of such claim.

23.1 Contractor may control the defense or settlement of any claim subject to Contractor’s obligations set forth in this section. However, neither Contractor nor any attorney engaged by Contractor may defend the claim in the name of the County, nor purport to act as the County’s legal representative or the legal representative of any of County’s officers, employees, elected officials, or agents, without first receiving from County, in a form and manner determined appropriate by Washington County Counsel, authority to act as legal counsel for County.

Nor may Contractor settle any claim on behalf of County without the written approval of County. County may, at its election and expense, assume its own defense and settlement in the event the County determines Contractor is prohibited from defending the County, or is inadequately defending the County’s interests, or if in County’s determination, any important governmental principle is at issue and County desires to assume its own defense.

Contractor shall not be entitled to any compensation or reimbursement for the defense or settlement of any claim under this section.

24. Insurance. Contractor shall provide insurance coverage and limits as described in the Attachment C Insurance Requirements Summary Form.

25. Survival. The terms, conditions, representations, and all warranties contained in this Contract shall survive the termination or expiration of this Contract.

26. Amendment. This Contract may only be amended by a written amendment signed by authorized agents of the Parties.

27. Protecting the Federal Government’s Interest When Subcontracting with Contractors who are Debarred, Suspended, or Proposed for Debarment. The Federal Government suspends or debars certain contractors to protect the Federal Government’s interests. Contractor shall not enter into any subcontract in excess of $25,000 with a subcontractor who is debarred, suspended, or proposed for such debarment by the Federal Government unless there is a compelling reason to do so and such reason has been disclosed to County in writing. Contractor shall require each proposed first-tier subcontractor whose subcontract will exceed $25,000 to disclose to Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or any of subcontractor’s principals, are debarred, suspended, or proposed for debarment by the Federal Government. Contractor shall notify the County Contract Administrator, in writing, before entering into a subcontract with a subcontractor who is debarred, suspended, or proposed for debarment.

28. Security of Information

28.1 The County is required to notify affected persons if any County records containing personal or otherwise confidential information have been subject to a security breach. Any contractor of the County who becomes aware of any potential breach of County records shall immediately notify the County Contract Administrator, who will work with the County Public Information Officer to notify the affected persons. The contractor shall assist County with mitigating the effects of any such data breach. A breach occurs when an unauthorized individual or entity gains access to confidential information or when unintended disclosure of confidential information occurs, for example through the loss or theft of a electronic device or paper document containing confidential information, or unauthorized access to a County network or if a document or email containing personal information is sent to unintended recipients.

28.2 Contractor shall not print an individual’s complete Social Security Number (SSN) on any document that will be sent through the mail or via email, without a written request from the individual whose SSN will be printed on the document, except as required by law. Contractor shall use only the last 4 digits of a SSN on all documents unless there is a compelling business reason to use the entire SSN and subject to the conditions set forth in this section. If a document contains a complete SSN, Contractor shall take steps to secure the document from unauthorized disclosure. Contractor shall not provide copies of a document containing a full SSN to anyone other than the person whose SSN is listed on the document, except as allowed by State or Federal law. Contractor may provide a copy of a document to a third party with the SSN redacted if the document is otherwise allowed to be released. Contractor shall not publicly post or display a document containing a complete SSN.

28.3 Any County Contractor who collects personal or otherwise confidential information must develop, implement, and maintain reasonable safeguards in conformance with industry best practices to protect the security and confidentiality of such confidential information. Employees of the Contractor or subcontractors with access to confidential information must take reasonable steps to prevent a breach of the information. Reasonable steps include, but are not limited to, locking file cabinets, monitoring access to areas containing confidential information, locking computer workstations, and maintaining physical control over files, computer workstations, thumb drives, CDs, or other media containing confidential information. Contractors must also ensure the proper disposal of documents or other materials in whatever form containing confidential information. Upon the expiration or termination of this Contract, Contractor must promptly return all confidential information to County or certify in writing that such information has been destroyed in accordance with the law.

29. Performance Standards. Unless Contractor is providing architectural, engineering, photogrammetric mapping, transportation planning or land surveying services or related services, as defined in ORS 279C.100, Contractor must meet the established industry or business performance standards most closely involved in providing the goods or services.

30. Remedies. If Contractor fails to perform the scope of work or to meet the performance standards established by this Contract, the County’s remedies may include, but are not limited to:

a. Reducing or withholding payment;

b. Requiring Contractor to perform, at Contractor’s expense, additional work necessary to perform the identified scope of work or meet the established performance standards; and/or

c. Declaring a default, terminating the Contract, and seeking damages and other relief available under the terms of the Contract or other applicable law.

31. Whole Contract. THIS CONTRACT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN THE PARTIES RELEVANT TO THE PURPOSE DESCRIBED HEREIN AND SUPERSEDES ALL PRIOR AGREEMENTS OR PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATION BETWEEN THE PARTIES RELATING TO THE SUBJECT

MATTER OF THIS CONTRACT.

SECTION 6 – SIGNATURES

FOR CONTRACTOR:

By my signature below, I certify that I am authorized to execute this contract on behalf of Contractor.

Authorized Signature Date

Printed Signatory Name Title

Business Name or DBA (Check Payable to):

Address:

City, State, Zip:

Email:

CCB Number and/or DUNS Number (if applicable):

Unique Identity ID (if applicable):

Contractor Contact Person:

Contractor Contact Person: Phone:

Contractor Contact Email:

FOR COUNTY:

Authorized Signature Date

Printed Signatory Title