Attachment A - Sample Purchase Order-Services.docx

Services Purchase Order # STATE OF OREGON – Oregon Department of Emergency Management

SERVICES PURCHASE ORDER

Upon Agency’s signature and delivery to Contractor, this Services Purchase Order constitutes Agency’s offer to purchase from Contractor, under the terms and conditions set forth in this Services Purchase Order, the Services described in Exhibit A. This offer may be accepted solely through Contractor’s commencement of performance of the Services and upon such commencement, this Services Purchase Order becomes a legally binding Contract between Agency and Contractor and the Contract’s terms and conditions are those contained in this Services Purchase Order (the “Contract”). If Contractor does not commence performance of the Services on or before Click here to enter a date, the offer represented by this Services Purchase Order is and shall be automatically revoked without further Agency action.

Title: Click here to enter text

The effective date of this Contract is the date the Contractor begins performance of the Services described in Exhibit A. Unless extended or terminated earlier in accordance with its terms, this Contract terminates on Click here to enter a date, or upon acceptance of all deliverables, whichever comes first. Contract termination does not extinguish or prejudice Agency’s right to enforce this Contract regarding any breach by Contractor that has not been cured.

Compensation The authorized compensation payable to Contractor under this Contract, which includes any allowable expenses as set forth herein, is $Click here to enter amount. Agency will not pay Contractor any amount in excess of this amount performance of the Services, and will not pay for Services performed before the Agency’s signature date or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Services subject to the amendment.

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b. Travel and Other Authorized Expenses Click here to enter text

This Contract consists of this document and includes the following listed exhibits, attached and incorporation by this reference:

1) Exhibit A: Statement of Work / Special Provisions

2) Exhibit B: Standard Terms and Conditions

Authorized Contractor Signature

Date

Authorized OEM Signature

Date

Enter Services Purchase Order Number and Contractor Name Page 4 of 4

Exhibit A - Statement of Work The following Statement of Work describes the services to be performed by the Contractor under this Contract (the “Services”).

1. Tasks / Schedule Click here to enter text

2. Deliverables Click here to enter text

PCA:

Agency Object Code:

Exhibit B - Standard Terms and Conditions

1. STATEMENT OF WORK: Contractor shall perform the Services in accordance with the schedule set forth in the Statement of Work.

2. ACCEPTANCE OF DELIVERED SERVICES: Agency shall accept or reject each deliverable. If Agency rejects the deliverable, then Agency shall give Contractor a written notice of the reasons for the rejection and the method for curing, if any.

3. PAYMENT: (a) Contractor shall send invoices to Agency at Agency’s address, including details and at a frequency as agreed upon with Agency. Contractor’s invoice shall include at a minimum: the Contract number; Services performed, Service dates, what was delivered, the rates (as applicable), the total amount due, and the payment address. (b) Agency shall pay Contractor, in accordance with the Compensation and Payment Methodology, for Services delivered under this Contract and accepted by Agency. Contractor shall look solely to Agency for payment. Contractor shall not be compensated by anyone else. (c) Contractor agrees that Agency’s payment is contingent on Agency receiving enough funding and other expenditure authority to allow the payment. (d) Contractor’s claims to Agency for overdue payments on invoices are subject to ORS 293.462.

4. TERMINATION: The parties may terminate this Contract at any time by mutual written consent. Agency may terminate this Contract for its convenience upon written notice to Contractor. Agency or Contractor may terminate this Contract immediately or at a later designated date upon written notice to the other party, if the other party is in breach. Contractor shall stop performance under this Contract as directed by Agency in any written notice of termination delivered to Contractor.

5. INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND (SUBJECT TO ORS CHAPTER 180) THE STATE OF OREGON, AGENCY AND THEIR OFFICERS, EMPLOYEES, AGENTS, FROM ALL CLAIMS, SUITS OR ACTIONS OF ANY NATURE ARISING OUT OF OR RELATED TO THE ACTIVITIES OF CONTRACTOR, OR ITS OFFICERS, SUBCONTRACTORS, AGENTS OR EMPLOYEES UNDER THIS CONTRACT.

6. GOVERNING LAW, JURISDICTION, AND VENUE: This Contract is governed by Oregon law, without regard to principles of conflicts of law. Any claim, action, suit, or proceeding between the State of Oregon and the Contractor that relates to this Contract (“Claim”) shall be heard exclusively in the Circuit Court of Marion County for the State of Oregon. If the Claim must be brought in a federal forum, then it shall be heard exclusively in the US District Court for the District of Oregon. In no way will this Section or any other provision of this Contract be construed as a waiver by the State of Oregon of any form of defense, sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the US Constitution, or other immunity, from any Claim or from the jurisdiction of any court. Contractor consents to the in personam jurisdiction of these courts.

7. FORCE MAJEURE: No party is responsible for delay or default caused by an event beyond its reasonable control. The Agency may terminate this Contract without liability to Contractor upon written notice after determining the delay or default reasonably prevents performance of this Contract.

8. SUBCONTRACTS; ASSIGNMENT; SUCCESSORS: Contractor shall not assign, transfer, or subcontract rights or responsibilities under this Contract in whole or in part, without the prior written approval of the Agency. This Contract’s provisions are binding upon and inure to the benefit of the parties to the Contract and their respective successors and assigns.

9. RECORDS: Contractor shall maintain all accounting records relating to this Contract according to GAAP. Contractor shall retain its accounting records and any other records relating to Contractor’s performance (“Records”) for one (1) year from termination or as otherwise required. Contractor grants the State of Oregon and its agencies, the Secretary of State Audits Division, and their duly authorized representatives’ access to the Records, including reviewing, auditing, copying, and making transcripts.

10. COMPLIANCE WITH APPLICABLE LAW: Contractor shall comply with all federal, state and local laws, regulations, executive orders, and ordinances applicable to the Contract or to the performance of the Services, as such laws, regulations, executive orders, and ordinances may be adopted, amended, or repealed from time to time. These laws, regulations, executive orders and ordinances are incorporated by reference herein to the extent that they are applicable to this Contract and required by law to be so incorporated. Agency’s performance under this Contract is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.230, and 279B.235 incorporated by reference herein.

11. AMENDMENTS: WAIVER: All amendments to this Contract must be in writing, signed by the both parties. The Agency’s failure to enforce any provision of this Contract is not a waiver or relinquishment by the Agency of its rights to such performance in the future or to enforce any other provisions.

12. SEVERABILITY: If a court of competent jurisdiction declares any provision of this Contract to be illegal or in conflict with law, the parties intend that the validity of the remaining terms and provisions not be affected, and that the rights and obligations of the parties be construed and enforced as if the Contract did not contain the particular terms of provision held to be invalid.

13. AWARD TO FOREIGN CONTRACTOR: If Contractor is not registered to do business or has no office 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. The Agency may withhold final payment under this Contract until Contractor has met this requirement.

14. INDEPENDENT CONTRACTOR: Contractor shall perform all Services as an independent contractor, and warrants it is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. Contractor represents and warrants that Contractor’s Services to be performed under this Contract create no potential or actual conflict of interest as defined by ORS Chapter 244. Contractor is responsible for all federal and state taxes applicable to compensation paid to Contractor under this Contract, and unless Contractor is subject to backup withholding, Agency will not withhold from such compensation any amounts to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or worker’s compensation benefits from compensation paid to Contractor under this Contract, except as a self-employed individual.

15. BREACH: (a) Contractor breaches this Contract if Contractor: (i) ceases doing business on a regular basis, including but not limited to ceasing to do business as a result of insolvency, receivership, bankruptcy proceedings, or an assignment for the benefit of creditors; (ii) no longer holds a required license or certificate for Contractor’s performance; or (iii) commits any material breach under this Contract, and Contractor fails to cure any such breach as Agency may specify in the notice of breach. (b) Agency breaches this Contract if Agency: (i) fails to pay Contractor any amount owed under this Contract; or (ii) commits any material breach under this Contract, and Agency fails to cure any such breach as Contractor may specify in the notice of breach.

16. AGENCY REMEDIES: If Contractor is in breach under Section 15(a), Agency may, at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to: (a) terminating of this Contract under Section 4, (b) reducing or withholding payment for Services or Work Product that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively, (c) requiring Contractor to perform, at Contractor’s expense, additional work necessary to perform the Statement of Work or meet performance standards, (d) suspending Contractor’s performance of the Services, (e) initiating an action or proceeding for damages, specific performance, or declaratory or injunctive relief, or (f) exercise of its right of recovery of overpayments or setoff, or both. These remedies are cumulative to the extent the remedies are not inconsistent, and Agency may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

17. CONTRACTOR REMEDIES: (a) If Agency is in breach under Section 15(b), and whether or not Contractor elects to exercise its right to terminate the Contract under Section 4, Contractor's sole monetary remedy shall be (i) with respect to Services compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Contract but not yet invoiced, authorized expenses incurred and interest within the limits permitted under ORS 293.462, and (ii) with respect to deliverable-based Services, a claim for the sum designated for completing the deliverable multiplied by the percentage of work completed and accepted by Agency, less previous amounts paid and any claim(s) that Agency has against Contractor.

18. INTENDED BENEFICIARIES: State and Contractor are the only parties to this Contract and the only parties entitled to enforce the Contract.

19. MERGER CLAUSE / COUNTERPARTS: This Contract constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representation, oral or written, not specified herein, regarding this Contract. Any amendments to this Contract may be executed in several counterparts, all of which when taken together constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of an amendment so executed constitutes an original.

20. FUNDS AVAILABLE AND AUTHORIZED: Contractor shall not be compensated for Services performed under this Contract by any other agency of the State of Oregon or the federal government. Agency certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within Agency's current biennial appropriation or limitation. Contractor understands and agrees that Agency's payment for Services performed is contingent on Agency receiving appropriations, limitations, allotments and other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

21. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants to Agency that: (a) Contractor has the power and authority to enter into and perform this Contract, (b) the obligations set forth herein are valid and binding obligations of Contractor enforceable in accordance with its terms, (c) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor's industry, trade or profession (d) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Services, and (e) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

22. NOTICES: Except as otherwise expressly provided in this Contract, any notices to be given hereunder shall be given in writing by personal delivery, or mailing the same, postage prepaid to Contractor or Agency at the address or number set forth in this Contract, or to such other addresses or numbers as either party may indicate pursuant to this section. Any notice so addressed and mailed by regular mail shall be deemed received and effective five days after the date of mailing. Any communication or notice given by personal delivery shall be deemed effective when actually delivered to the addressee.

23. TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence in Contractor’s performance of the Services under this Contract.

24. SURVIVAL: In addition to any provisions of this Contract that by their express terms survive termination of this Contract, the confidentiality provisions of Exhibit A and the following provisions of Exhibit B shall remain in effect beyond any Contract termination or full performance: 3, 5, 6, 10, 11, 12, 16, 17, 18, 19, 20, 23, 24, 25, 27, and 28.

25. LIMITATION OF LIABILITIES: THE STATE OF OREGON IS NOT LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,OR RELIANCE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO ANY LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST DATA, OR HARM TO BUSINESS), REGARDLESS OF THE FORSEEABILITY THEREOF, ARISING OUT OF OR RELATED TO THIS CONTRACT. CONTRACTOR HEREBY RELEASES THE STATE OF OREGON AND ITS AGENCIES AND THEIR DIVISIONS, OFFICERS, EMPLOYEES, AGENTS AND MEMBERS FROM ANY SUCH CLAIMS.

26. CERTIFICATIONS. The individual authorizing Contractor’s commencement of performance of the Services hereby certifies that:

(a) Under penalty of perjury the undersigned is authorized to act on behalf of Contractor and that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state. Contractor shall, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, “tax laws” includes: (i) All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor; (iii) Any tax provisions imposed by a political subdivision of this state that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor; and (iv) Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions.

(b) To the best of Contractor’s knowledge, Contractor has not discriminated against and will not discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any subcontracts.

(c) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that it is no longer subject to backup withholding.

27. Insurance. Contractor shall obtain at its own expense the following insurance and maintain it throughout the duration of this Contract: (a) If Contractor employs subject workers, as defined in ORS 656.027, it shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). (b) Commercial General Liability Insurance covering bodily injury and property damage including contractual liability coverage for the indemnity provided under this contract. Coverage shall be written on an occurrence basis in an amount of not less than $N/A per occurrence. (c) If Contractor elects to travel by automobile to perform the Services, Automobile Liability Insurance covering Contractor’s business use of such automobile with a combined single limit of not less than the minimum required by Oregon law for bodily injury and property damage.

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