2023-GOOD-REQUIREMENTS.pdf

GOODS CONTRACT

2023 WASHINGTON COUNTY REQUIREMENTS CONTRACT FOR GOODS PURCHASED 1

Contract No:

REQUIREMENTS CONTRACT FOR GOODS PURCHASED

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

____________________________________________________________ (“Contractor”). County and Contractor, in consideration of the mutual promises, terms and conditions provided herein, agree to the following:

SECTION 1 - PURPOSE OF CONTRACT

1.1 The purpose of this contract is to clarify the relationship between the County and the Contractor. The Contractor shall provide ______________________________________________________________________________________.

In consideration for said goods, the County shall pay the Contractor in such manner as herein described.

SECTION 2 - CONSIDERATION

2.1 Pricing is per Attachment A.

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

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

SECTION 3 - TERM OF CONTRACT

3.1. The effective date is: ____________________, or upon final signature, whichever is later.

3.2. The expiration date is: ___________________, unless otherwise amended.

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.

SECTION 4 - CONTRACT DOCUMENTS/WHOLE CONTRACT

4.1 The following documents are incorporated into this contract:

4.1.1 The solicitation # _____________________,

4.1.2 Contractor’s response, dated _____________________.

4.1.3 Addenda and all modifications incorporated in any of the documents listed in Section 4.1.

4.1.4 X Attachment A – Goods Requirements

4.2 This contract is the complete and exclusive statement of the contract between the parties relevant to the purpose described above and supersedes all prior contracts or proposals, oral or written, and all other communications between the parties relating to the subject matter of this contract. No modification of this contract will be binding on either party except as a written addendum signed by an authorized agent of both parties.

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SECTION 5 - INSURANCE

5.1 Insurance. Contractor shall provide insurance coverage and limits as described below. All insurance carried by Contractor must be primary to and non-contributory with any insurance, including any self-insurance or retentions carried by the County. A waiver of subrogation in favor of the County shall be required on General Liability, Workers Compensation and Automobile Liability coverage.

5.2 Workers’ Compensation Insurance. Contractor shall comply with ORS 656.017, which requires subject employers to provide Oregon workers’ compensation coverage for all their subject workers. No Workers’ Compensation Insurance has been or will be obtained by the County for Contractor or Contractor’s employees and subcontractors. Contractor shall provide and maintain workers’ compensation coverage for its employees, officers, agents or partners as required by applicable workers’ compensation laws including employers’ liability with limits not less than $500,000/ $500,000/ $500,000.

5.3 Commercial General Liability Insurance. Contractor shall at all times carry a Commercial General Liability insurance policy for at least $1,000,000 combined single limit per occurrence and at least $2,000,000 in the aggregate per project, for Bodily Injury, Property Damage, and Personal Injury. This insurance shall include contractual liability and products liability coverage for the indemnity provided under this contract.

Additional Insured Endorsement: This Contract requires entering the premises for delivery into County facilities. An additional insured endorsement must be provided for the general liability insurance policy. The endorsement for General Liability Insurance must name Washington County, its agents, officers, elected officials and employees as additional insureds with respect to Contractor’s services to be provided under this Contract.

5.4 The delivery of product is being done by vehicles owned by Contractor. Automobile Liability Insurance.

Contractor shall at all times carry Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage for Contractor’s vehicles, whether owned, hired, or non-owned, which includes coverage for Washington County, its agents, officers, elected officials and employees. Note: This insurance is not required if Contractor is delivering the products with a common carrier.

5.5 Maximum Deductible/Retention. Any deductible or retention must be disclosed on the certificate of insurance and no deductible or retention may exceed $25,000 without the prior written consent of the County.

5.6 Insurance Certificates. Contractor shall deliver to the County, prior to the execution of the contract, a certificate of insurance evidencing all policies required by this contract. Contractor shall advise the Contract Administrator within two business days of any substantive change of any insurance policy or endorsement. Failure to do so shall be construed to be a breach of contract.

5.7 Subcontractor Insurance. Contractor shall require and verify that all of its subcontractors of any tier provide insurance coverage and limits identical to the insurance required of the Contractor under this contract, unless this requirement is expressly modified or waived by the County.

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SECTION 6 - WRITTEN NOTICE

6.1 Any notice of change, termination, or other communication having a material effect on this contract shall be upon the County Contract Administrator and the Contractor Contact Person and served in one of the following manners: a) In-person delivery; or b) deposited in the U.S. Mail under certified or registered handling, postage prepaid at the address specified herein.

SECTION 7 - THIRD PARTY BENEFICIARIES

7.1. 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.

SECTION 8 - GOVERNING LAW/VENUE/ATTORNEY FEES/REMEDIES CUMULATIVE

8.1 This contract shall be governed by the laws of the State of Oregon without regard to principles of conflict of law.

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 Circuit Court of Washington County, Oregon for the State of Oregon; provided, however, if a claim is brought in a federal forum, then it shall be brought and conducted solely and exclusively within 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.

8.2 All rights and remedies of Washington County 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 Washington County according to law. It is agreed that 15 calendar days shall constitute reasonable notice for the exercise of any right in the event that applicable law specifically requires such notice.

SECTION 9 - PUBLIC CONTRACTING STATUTES

9.1 All requirements of the Oregon Revised Statutes Nos. 279B.220 through 279B.235 and ORS 279C.500 through 279C.870, as applicable, are incorporated herein by reference.

9.2 The Contractor agrees to:

a. Make payment promptly, as due, to all persons supplying, to the Contractor, labor or material for the prosecution of the work provided for in this contract;

b. Pay all contributions or amounts due the Industrial Accident Fund incurred in the performance of the contract;

c. Not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material furnished pursuant to this contract; and

d. Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

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SECTION 10 - SEVERABILITY/ WAIVER

10.1 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 either 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.

SECTION 11 - INDEMNIFICATION AND HOLD HARMLESS

11.1 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 attorney fees) made or recovered against them including, but not limited to, damages to real or tangible property or for bodily injury or death to any person, 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 or subcontractors. The County agrees to promptly notify Contractor in writing of any such claim or demand to indemnify and agrees to cooperate with Contractor in a reasonable manner to facilitate the defense of such claim.

SECTION 12 - NONDISCRIMINATION

12.1 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 in whole or in part by the County.

SECTION 13 - TERMINATION OF CONTRACT

13.1 This contract may be terminated by mutual consent of both parties.

13.2 Contractor may terminate this contract based upon a material default of the County; however, the Contractor must provide written notice to the County Contract Administrator and provide the County with thirty days to cure the default.

13.3 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 for the purchase of the indicated quantity of products, then the County may terminate this CONTRACT, in whole or in part, effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, and the Contractor agrees to abide by any such decision.

13.4 In addition to its other rights to terminate, County may terminate this contract in whole or in part, for convenience upon thirty days’ prior notice to the Contractor. During this thirty-day period, Contractor shall wind down and cease its services as quickly and efficiently as possible, without delivering unnecessary goods and by minimizing negative effects on the County from such winding down and cessation of goods.

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

County, by written notice to Contractor, may at any time terminate the whole or any part of this contract for default if:

a. Contractor fails to provide products called for by this contract within the time specified herein or any extension thereof; or

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b. Contractor fails to perform any of the other 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 failures within seven calendar days or such other period as the County may authorize or require.

13.6 The rights and remedies of the County provided in this section, are not exclusive and are in addition to any other rights and remedies provided by law or under this contract.

13.7 If this contract is terminated under subsections 13.3 or 13.4, the County shall be liable only for payment in accordance with the terms of this contract for products satisfactorily provided prior to the effective date of termination.

SECTION 14 - SURVIVAL

14.1 The terms, conditions, representations, and all warranties contained in this contract shall survive the termination or expiration of this contract.

SECTION 15 - SUBCONTRACTS/ASSIGNMENT

15.1 Contractor shall not enter into any subcontracts for the provision of any of the products to be provided pursuant to this contract, or assign or transfer any of its interest in this contract, without the prior written notice to the County.

The County shall have 10 business days to object.

15.2 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.

SECTION 16 - INDEPENDENT CONTRACTOR

16.1 Contractor shall perform the work required by this contract as an “Independent Contractor.” Although the County reserves the right to determine the delivery schedule for the products to be provided 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 is responsible for determining the appropriate means and manner of providing the goods.

16.2 Contractor represents and warrants that the 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.

16.3 Contractor shall be responsible for all federal or state taxes applicable to any compensation or payments paid to the Contractor under this contract.

16.4 Contractor is not eligible for any federal Social Security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to the Contractor under this contract.

16.5 Contractor agrees to immediately provide the County with notice of any claim made against the Contractor by any third party relating to or affecting this contract.

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SECTION 17 - OREGON REGISTRATION

17.1 If Contractor is not domiciled in 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 relative to this contract.

SECTION 18 - ENVIRONMENTALLY PREFERRED PRODUCTS/MATERIALS SAFETY DATA SHEETS

18.1 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 the Contractor will bring on to the County’s premises and use as part of the work described in this contract.

SECTION 19 - WAIVER

19.1 The failure of either party to enforce any provision of this contract shall not constitute a waiver by that party of the specific provision or any other provision of this contract.

SECTION 20 - FORCE MAJEURE

20.1 Neither County nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond, respectively, County’s or Contractor’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this contract.

SECTION 21 - COMPLIANCE WITH APPLICABLE LAW

21.1 Contractor and its subcontractor(s) shall comply with all federal, state and local laws and ordinances applicable to the work performed under this contract including, but not limited to the following, as applicable: Title VI 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 659.425 and all regulations and administrative rules established pursuant to those laws; and all other applicable requirements of federal and state civil rights and rehabilitation statues, rules and regulations.

SECTION 22 - CONTRACTOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT AND OTHER

RESPONSIBILITY MATTERS.

22.1 The Contractor certifies to the best of its knowledge and belief that neither it nor any of its principals:

22.1.1 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;

22.1.2 Have within a three-year period preceding this offer, been convicted or had a civil judgment rendered 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 statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, tax evasion, or receiving stolen property;

22.1.3 Are presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph 22.1.2 of this certification;

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

22.1.5 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 found at:

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

SECTION 23 - USE OF COUNTY FACILITIES

23.1 Contractor and its employees or agents shall have the right to use only those facilities of County that are necessary to provide products under this contract and shall have no right of access to any facility of the County without prior approval of County management.

SECTION 24 - COUNTERPARTS

24.1 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.

SECTION 25 - WARRANTIES

25.1 Contractor represents and warrants to County that: (a) Contractor has the power and authority to enter into and perform the 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 the contract shall be in a good and workmanlike manner and in accordance with the professional standards prevalent in the industry or business most closely involved in providing similar goods and services and established by this contract.

SECTION 26 - PUBLICITY

26.1 Contractor shall not use in its external advertising, marketing programs or other promotional efforts, any data, pictures, or other representations of the County except with prior specific written authorization from County management.

SECTION 27 - COUNTY PRIORITIES

27.1 The Contractor shall comply promptly with any requests by the County relating to the emphasis or relative emphasis to be placed on various aspects of the products provided under this contract.

SECTION 28 - COUNTY POLICIES

28.1 During the performance of this contract, Contractor shall follow County’s Affirmative Action Program that is to promote the objectives of the Equal Opportunity Commission’s guidelines as set forth in the Equal Opportunity Act of 1972, Oregon State Laws, legal mandates, and Presidential Executive Order 11246 entitled Equal Employment Opportunity as amended by Executive Order 11375 and as supplemented in Department of Labor Regulation 41 CFR part 60. Contractor shall also follow the County Harassment Free Policy. All subcontracts approved by the County shall also comply with these provisions.

SECTION 29 - RECORDS/OWNERSHIP AND USE OF DOCUMENTS

29.1 Contractor shall maintain all fiscal records relating to this contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent 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 such fiscal records and all other books, documents, papers, plans, and writings of the https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

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Contractor that are pertinent to this contract for the purpose of making audits, examinations, excerpts, copies and transcriptions. In addition, Contractor shall permit authorized representatives of the County to perform site reviews for all Services Delivered by Contractor. All such fiscal records, books, documents, papers, plans, and writing shall be retained by Contractor and kept accessible for a minimum of three years, except as required longer by law, following final payment and termination of this contract, or until the conclusion of any audit, controversy, or litigation 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 Agreement, then Contractor shall supply County with Contractor’s DUNS Number.

SECTION 30 - PROTECTING THE FEDERAL GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT.

30.1 The Federal Government suspends or debars Contractors to protect the Federal Government’s interests. The Contractor shall not enter into any subcontract in excess of $25,000 with a Contractor that is debarred, suspended, or proposed for debarment unless there is a compelling reason to do so. The Contractor shall require each proposed first-tier subcontractor, whose subcontract will exceed $25,000 to disclose to the Contractor, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government. A corporate officer or a designee of the Contractor shall notify the Contract Administrator, in writing, before entering into a subcontract with a party that is debarred, suspended or proposed for debarment.

SECTION 31 - PERFORMANCE STANDARDS; REMEDIES

31.1 The Contractor must meet the highest standards prevalent in the industry or business most closely involved in providing the goods or services. The consequences of the Contractor’s failure to perform the scope of work or to meet the performance standards established by this contract may include, but are not limited to:

a. Reducing or withholding payment;

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

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

Section 32 - 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.

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SECTION 33 – 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: ____________________________________ Phone: ___________________________

Contractor Contact Email: ____________________________________

FOR COUNTY:

Authorized Signature Date

Printed Signatory Title

FOR WASHINGTON COUNTY USE ONLY

County Contract Administrator: ____________________________ Phone: _______________ Email: _______________________________________

6.5.0.20190320.3.935878