AttachmentA_SamplePriceAgreement_PO-10700-0000XXXX~1.docx

ATTACHMENT A – SAMPLE PRICE AGREEMENT

State of Oregon

PRICE AGREEMENT

PO-10700-0000XXXX

FOR

Industrial Hygiene Services

BETWEEN

Department of Administrative Services, State Procurement Services on Behalf of Department of Administrative Services, Enterprise Asset Management Agreement No. PO-10700-000XXX

Agreement Contract Administrator:_____________________ Address: ____________________ Phone: _______________________ Email: __________________@das.oregon.gov___ Agency Contract Administrator:________________________ Address: ____________________ Phone: _______________________ Email: _________________@das.oregon.gov

AND

[CONTRACTOR NAME]

Contract Administrator: ________________________________________ Address: ____________________ Phone: _______________________ Email: _________________________ Parties may change Contract Administrators by providing the others notice in compliance with Section 1.7.8 of this Agreement; no amendment to this Agreement is required.

The State of Oregon promotes equal opportunity for all individuals without regard to age, color, disability, marital status, national origin, race, religion or creed, sex or gender, sexual orientation, or veteran status.

This Price Agreement (“Agreement’) is between the State of Oregon, acting by and through its Department of Administrative Services (“DAS”), State Procurement Services (“DAS SPS”) for the benefit of Department of Administrative Services, Enterprise Asset Management (“DAS EAM” or “Agency”) and Contractor’s name, a state of _XXXX incorporation Corporation (“Contractor”).

During the term of the Price Agreement Contractor agrees to provide Industrial Hygiene Services for Agency at DAS owned facilities, as needed (“Services”) in accordance with the terms and conditions of this Price Agreement.

SECTION 1 – AGREEMENT

PARTIES

1.1.1 The only parties to this Agreement are Contractor and DAS SPS.

1.1.2 Agency may purchase Services specified in Exhibit A (“Services”) by issuing a purchase order, a form of which is provided in Exhibit C, attached hereto (“Purchase Order”), that together with Sections 2 and 3 of this Agreement, creates and becomes separate contracts (“Contracts”). The only parties to Contracts created by ordering instruments are Agency and Contractor. DAS SPS is an intended beneficiary of each Contract created by an ordering instrument.

DEFINITIONS

For the purposes of this Agreement, capitalized words are defined in OAR 125-246-0110 or as defined below.

“CIH or Certified Industrial Hygienist”: A CIH is educated, trained and certified to recognize health hazards, test the environment for those hazards and determine when they pose a risk to those who might be exposed.

“DAS SPS”: Means the State of Oregon, acting by and through its Department of Administrative Services, State Procurement Services.

“DAS EAM”: Means the Department of Administrative Services, Enterprise Asset Management.

“HVAC”: Heating, ventilating, and air conditioning.

“IH or Industrial Hygiene”: Means the science of anticipating, recognizing, evaluating, and controlling workplace conditions that may cause workers’ injury or illness. Industrial hygienists use environmental monitoring and analytical methods to detect the extent of worker exposure and employ engineering, work practice controls, and other methods to control potential health hazards.

GENERAL PROCESS - PURCHASE ORDER

1.3.2 Agency shall use the Purchase Order form at EXHIBIT C to request and order Services during the Term of this Agreement. To be effective, the Purchase Order must be complete and contain all applicable requisite signatures.

1.3.3 Agency Contract Limitation. DAS EAM must receive legal sufficiency approval for all Contract’s in excess of $150,000.00 (OAR 137-045-0030 (1)(a))

1. A Contract consists only of the terms specified or required by this Agreement. Additional, different or conflicting terms and conditions in any Purchase Order or any other form of contract of either an Agency or the Contractor may not vary the terms of a Contract.

1.3.11 The Agency will be responsible for payment to the Contractor under a Contract.

PRICES

1.4.1 Except as provided in Exhibit A – Statement of Work, Section 5 Pricing Structure, during the Term of this Agreement, Contractor shall offer the best value for the Services to Agency.

1.4.2 Contractor and Agency may agree to lower prices for Services. Those lower prices apply only to applicable Contracts between Contractor and Agency.

TERM OF AGREEMENT

1.5.4 Except as provided in Section 1.5.3, termination of this Agreement does not terminate any right or obligation of a party to a Contract that is based on a Purchase Order accepted before termination of this Agreement.

1.5.5 DAS SPS may terminate this Agreement upon thirty(30) calendar days written notice to Contractor for any or no reason.

AGREEMENT’S MAXIMUM, NOT TO EXCEED COMPENSATION

The maximum, not-to-exceed compensation payable to Contractor under this Agreement, which includes any allowable expenses is $350,000.00. Agency will not pay Contractor any amount in excess of this Agreement’s not-to-exceed compensation, and will not pay for Services performed before the Effective Date or after the expiration or termination of this Agreement. If the maximum compensation is increased by amendment of this Agreement, the amendment must be fully effective before Contractor performs Services subject to the amendment.

There is no guarantee of any compensation under this Agreement. Agency shall ONLY pay for the actual Services performed under this Agreement.

MISCELLANEOUS

1.7.13 DAS SPS’s performance under this Agreement is conditioned upon Contractor’s compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Agreement), 279B.230 and 279B.235 (if applicable to this Agreement), which are incorporated into this Agreement by reference. Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

1.7.14 Contractor shall retain, maintain, and keep accessible all records relevant to this Agreement (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will also be kept in accordance with Generally Accepted Accounting Principles (GAAP). During the record-retention period established in this Section, Contractor shall permit DAS SPS and its duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

1.7.15 Oregon False Claims Act. Contractor acknowledges the Oregon False Claims Act, ORS 180.750 to 180.785, applies to any action by Contractor pertaining to this Contract, including the procurement process relating to this Contract that constitutes a "claim" (as defined by ORS 180.750(1)). By its execution of this Contract, Contractor certifies the truthfulness, completeness, and accuracy of any statement or claim it has made, it makes, it may make, or causes to be made that pertains to this Contract. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false claim or performs a prohibited act under the Oregon False Claims Act, the Oregon Attorney General may enforce the liabilities and penalties provided by the Oregon False Claims Act against Contractor. Contractor understands and agrees that any remedy that may be available under the Oregon False Claims Act is in addition to any other remedy available to the State or Agency under this Contract or any other provision of law.

1.7.16 Debarred or Suspended. Contractor will not participate in this Agreement in any capacity, or be a recipient of funds, if Contractor has debt subject to collection by Oregon Department of Revenue, is ineligible to receive public works contract (ORS 279C.860), has been debarred or suspended or otherwise found to be ineligible for participation in federal assistance programs or activities. It is the responsibility of the Contractor to notice Agency if any changes occur and throughout the term of this Agreement.

1.7.17 Disclosure of Complaints. After a reasonable investigation, Contractor shall disclose and provide an explanation of all complaints filed with either BOLI (including the Wage and Hour Division, Civil Rights Division, and Apprenticeship and Training Division) or the Oregon Occupational Safety and Health Division (OSHA) against Contractor and any entities it intends to partner with to provide training under this Agreement within the last 5 years and throughout the term of this Agreement.

1.7.18 Insurance. Contractor shall obtain insurance specified in Exhibit B and shall maintain the insurance until all Contracts under this Agreement are fully performed or terminated.

1.8 KEY PERSONNEL

1.8.1 Key Persons. Contractor acknowledges and agrees that DAS selected Contractor, and is entering into this Agreement, because of the special qualifications of Contractor's key persons (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Agreement to another Contractor employee, subcontractor, or agent without first obtaining the written consent of DAS. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the Agency with the required expertise, experience, judgment, and personal attention, without first obtaining DAS’ written consent to such re-assignment or transfer, which DAS will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that DAS approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, DAS and/or Agency may interview, review the qualifications of, and DAS may approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by DAS in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Contract, and the Statement of Work will be deemed amended to include such Key Person.

1.8.2 Key Personnel Contacts.

a. Upon execution of this Contract, DAS shall cause Agency to provide to Contractor a list of the Key Persons’ Contact Information for this Agreement. The list will contain all the key persons involved in the management and scheduling of the Services. The list will include both Agency and Contractor Key Personnel.

b. At various times, as shall become necessary, DAS shall update and keep current the Key Persons’ Contact Information if Agency key personnel change during the Agreement. Contractor shall also inform DAS EAM administrator should any key personnel change. Such communications can be communicated via email and do not require a formal amendment. Any such revisions to this document shall be copied and placed with DAS EAM’s Contract file for reference.

1.8.3 Payment for Replacement of Key Personnel. If Agency is paying Contractor on an hourly or other periodic basis, then Contractor will not charge Agency, and Agency will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties.

1.8.4 State Premises. Contractor and Contractor personnel shall comply with all policies, rules, procedures, and regulations established by DAS EAM and the State for access to and activities in and around premises controlled by DAS EAM or any other agency of the State.

SECTION 2 – STANDARD TERMS FOR CONTRACTS UNDER THIS AGREEMENT

2.1 CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

The Contract consists of the Purchase Order at Exhibit C – Work Order, Exhibit A – Statement of Work, and the provisions in Sections 2 and 3. In the event of a conflict between the Purchase Order, and provisions in Sections 2 and 3, the provisions in Sections 2 and 3 take precedence.

2.2 STATEMENT OF WORK

Unless otherwise agreed to by the parties in writing, Contractor shall provide all Services in accordance with the Statement of Work set forth in Exhibit A to this Agreement.

2.3 PAYMENT

2.3.1 Contractor shall look solely to Agency for payment of all amounts that may be due under this Contract. AGENCY IS SOLELY RESPONSIBLE FOR PAYMENT UNDER THIS CONTRACT. Subject to Agency’s acceptance of Services, payment is due from Agency within 45 calendar days after the date of acceptance by Agency.

The Contact will use Time and Materials method of compensation. No individual Contract will exceed the maximum, not-to-exceed compensation payable to Contractor under the Agreement, which includes any allowable expenses. A Purchase Order will specify the project’s maximum, not-to-exceed compensation for each project.

2.5 ACCEPTANCE PROCESS FOR DELIVERABLES (SERVICES AND PRODUCTS);

Contractor shall have full responsibility for the Services or tasks and deliverables described in a Contract and shall treat the deliverables and associated tasks as formal work requirements. Contractor shall submit a preliminary version of all deliverables to DAS EAM for review and feedback prior to finalizing the deliverable. Once complete, Contractor shall submit all deliverables to DAS EAM for acceptance and approval. If acceptance is established, in the sole discretion of DAS EAM, then DAS EAM shall issue written notice of acceptance to the contractor, and “final acceptance” shall be deemed to have occurred.

If Agency determines that the products or Services do not meet the acceptance criteria, DAS EAM shall notify contractor in writing of DAS EAM’s rejection of the products or Services and describe in reasonable detail such notice that DAS EAM’s basis for rejection of the products or Services. Upon receipt of notice of non-acceptance, contractor shall, within a ten-day (10) period, modify or improve the products or Services at Contractor’s sole expense to ensure that the acceptance criteria, and notify the Agency in writing that it has completed such modifications or improvements and re-tender the products or services to DAS EAM. DAS EAM shall thereafter review the modified or improved products or Services within ten (10) days of receipt of the Contractor’s delivery of the products or Services. Failure of the products or Services to meet the acceptance criteria after the second set of acceptance tests shall constitute default by the Contractor. Upon such default, DAS EAM may either (i) notify Contractor of such default and instruct Contractor to modify or improve the products or Services as set forth in a Contract, or (ii) notify contractor of such default and in which case contractor shall comply with this Agreement.

2.6 INVOICES

Contractor shall invoice Agency only after delivery and acceptance of all Services ordered for a specific project.

Invoices shall be separated by building and project number for each address of parking lot or building site.

Contractor shall provide receipts or vouchers showing payments on all materials, labor, and subcontracts. Agency reserves the right to withhold all or part of the payment until Agency accepts the work. Payment shall be made within forty-five (45) days of acceptance by Agency.

Contractor shall include all of the following in its invoice:

· Price Agreement #PO-10700-000XXX______;

· Agency/Contract#_______________;

· Location of Services performed separated by Site Location and identified Service Area;

· Description and quantity of Services performed;

· Delivery Date of Services performed;

· Total amount invoiced; and

· The remit to payment address.

2.6.1 Submit Invoices To.

Contractor shall submit all invoices to the following contact:

DEPARTMENT OF ADMINISTRATIVE SERVICES

ENTERPRISE ASSET MANAGEMENT DIVISION

ADMINISTRATION – CONTRACTS SERVICES

ATTN: CONTRACTS – ACCOUNTS PAYABLE

1225 FERRY STREET SE, U100

SALEM, OR 97301

PHONE: 503-881-6505

EMAIL: EAM.CONTRACTS@DAS.OREGON.GOV

2.7 EXPENSE REIMBURSEMENT

Agency will reimburse Contractor for expenses incurred only when the expenses are essential to the discharge of, and within the course and scope of, Contractor’s obligations under the Price Agreement, and only when they are identified and agreed upon in writing by Agency and Contractor, at time of initial Contract acceptance.

2.8 CANCELLATION; INSPECTIONS AND ACCEPTANCE

The Agency may cancel an order in whole or in part before Services described in the Contract, cancelled whole or part are delivered, but must do so five (5) days before scheduled delivery of the Services.

If the amount of the Contract exceeds ten thousand dollars ($10,000), and if Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue all information required by that Department relative to the Contract. Agency may withhold final payment under the Contract until Contractor has met this requirement.

2.12 MATERIAL SAFETY DATA SHEET

Contractor shall provide the Agency at time of delivery with a Material Safety Data Sheet (“MSDS”) as defined by the Occupational Safety and Health Administration (“OSHA”) for any Services provided under the Price Agreement which may release or otherwise result in exposure to a hazardous chemical under normal conditions of use. In addition, Contractor shall properly label, tag or mark such Services. Additionally, Contractor shall deliver EPA labels and MSDS information if available and as requested by Agency.

2.13 TIME IS OF THE ESSENCE

Time is of the essence for performance of Contractor’s performance obligations under this Contract.

2.14 FORCE MAJEURE

Neither Agency nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the party’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. Agency may terminate this Contract upon written notice to Contractor after reasonably determining that such delay or default will likely prevent successful performance of the Contract.

2.15 WORKERS COMPENSATION INSURANCE

All employers, including Contractor, that employ subject workers who work under the Contract in the State of Oregon shall comply with ORS 656.017 and provide the required workers’ compensation coverage, unless such employers are exempt under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors, if any, complies with these requirements.

2.16 FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS

Agency is an agency of the State of Oregon, payment obligations under this Contract are conditioned upon Agency’s receiving funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract. At the time the Contract was issued, Agency had sufficient funds available and authorized to make payments under this Contract.

Contractor breaches this Contract if:

a) Contractor institutes or has instituted against its insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis;

b) Contractor no longer holds a license or certificate that is required for Contractor to perform Contractor’s obligations under this Contract; or

c) Contractor commits any breach of any covenant, warranty, obligation or certification under this Contract, provided however that Contractor may cure the breach within the period specified in Agency’s notice of default when Agency determines the breach is curable by Contractor.

2.19.2 BY AGENCY

Agency breaches this Contract if:

a) Agency fails to pay Contractor any amount pursuant to the terms of this Contract, and Agency fails to cure such failure within ten (10) business days after delivery of Contractor’s notice or such longer period as Contractor may specify in such notice; or

b) Agency commits any breach of any covenant, warranty, or obligation under this Contract and such breach is not cured within ten (10) business days after delivery of Contractor’s notice of breach or such longer period as Contractor may specify in such notice.

If Contractor is in breach under Section 2.19.1, in addition to the remedies afforded elsewhere in this Contract, the Agency may recover any and all damages suffered as the result of Contractor’s breach, including but not limited to direct, indirect, incidental and consequential damages, as provided in ORS 72.7110 to 72.7170. 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) Termination of the Contract as provided in Section 2.21.1;

b) Withholding all monies due for invoiced Services that Contractor is obligated but has failed to deliver or perform within any scheduled completion dates or has performed inadequately or defectively;

c) Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief; and

d) Exercise of its right of setoff, and withholding of monies otherwise due and owing in an amount equal to Agency’s setoff without penalty to Agency.

e) 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.

2.20.2 CONTRACTOR’S REMEDIES

If Agency terminates this Contract, or if Agency is in breach under Section 2.19.2 and whether or not Contractor elects to exercise its right to terminate this Contract under Section 2.21.3, Contractor’s sole remedy is:

a) A claim against Agency for the unpaid purchase price for Services delivered and accepted by Agency,

b) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked but not yet billed and authorized expenses for services completed and accepted by Agency, and

c) with respect to deliverable-based services, a claim for the sum designated for completing the deliverable multiplied by the percentage of services completed and accepted by Agency, less previous amounts paid and any claim(s) which Agency has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Agency upon written demand.

This Contract may be terminated at any time by mutual written consent of Agency and Contractor.

2.21.2 RIGHTS OF AGENCY

Agency may, at its sole discretion, terminate this Contract for convenience with thirty (30) calendar days written notice. Agency may terminate this Contract immediately upon notice to Contractor, or at such later date as Agency may establish in such notice, upon the occurrence of any of the following events:

a) Agency fails to receive funding, appropriations, limitations, allotments, or other expenditure authority sufficient to allow Agency, in the exercise of its reasonable administrative discretion, to meet its payment obligations under this Contract;

b) federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Services by Agency under the Price Agreement is prohibited, or Agency are prohibited from paying for such Services from the planned funding sources; or

c) Contractor is in breach of this Contract under Section 2.19.1. Upon receipt of written notice of termination, Contractor shall stop performance under this Contract if and as directed by Agency.

2.21.3 RIGHTS OF THE CONTRACTOR

Contractor may terminate this Contract with a minimum ten (10) calendar days written notice to Agency, if Agency is in breach of this Contract as described in Section 2.19.2.

2.22 ACCESS TO RECORDS

Contractor shall retain, maintain, and keep accessible all records relevant to the this Contract (the “Records”) for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Contract, whichever date is later. Financial Records will also be kept in accordance with Generally Accepted Accounting Principles (“GAAP”). During the record-retention period established in this Section, Contractor shall permit DAS SPS, the Agency, their duly authorized representatives, and the federal government access to the Records at a reasonable time and place for purposes of examination and copying.

2.23 NOTICES

All notices required under this Contract must be in writing by personal delivery, facsimile, email or United States postal Service, postage prepaid, to the party’s authorized representative. For Agency, the authorized representative and the address or number for notices or communications to be given to that authorized representative are as identified in the ordering instrument or as later indicated by Agency pursuant to this Section. For Contractor, the authorized representative and the address or number for notices or communications to be given to that authorized representative are as identified in the Price Agreement or as later indicated by Contractor pursuant to this Section. Any communication or notice via the United States postal Service is deemed given five (5) days after mailing. Any communication or notice by personal delivery is deemed given immediately upon such delivery. Any communication or notice by facsimile is deemed given on the day the transmitting machine generates a receipt of a successful transmission of the notice, if transmission was during normal business hours, or on the next business day, if transmission was outside normal business hours. Any communication or notice by email is deemed given when the recipient, by an email sent to the email address for the sender or by a notice given by another method in accordance with this Section, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Section.

2.24 PURCHASE ORDERS; ACKNOWLEDGEMENTS

The parties acknowledge and agree that other than designation of order quantities, types of Services, delivery destination, dates of order, price, and scheduled delivery of other performance, no terms of any Purchase Order or acknowledgement documents are of any force or effect or are binding upon the parties.

2.25 GOVERNING LAW

This Contract is governed by and shall be construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws.

2.26 VENUE; CONSENT TO JURISDICTION

Any claim, action, suit or proceeding (collectively, “Claim”) between Agency and/or DAS SPS and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal forum, then unless otherwise prohibited by law it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURTS, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as (i) a waiver of the State’s sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon, or (ii) consent by the State of Oregon to the jurisdiction of any court.

2.27 SURVIVAL

The following provisions survive termination or expiration of this Contract: Sections 2.9, 2.18, 2.20, 2.22, 2.25, 2.26, 2.27; 2.28; Exhibit E and Section 9 of Exhibit B (“TAIL” COVERAGE).

2.28 SEVERABILITY

If any provision of this Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, 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 provision held to be invalid.

2.29 ASSIGNMENTS, SUBCONTRACTS, AND SUCCESSORS

Contractor shall not assign, sell, transfer, or subcontract rights, or delegate responsibilities under this Contract, in whole or in part, without the prior written approval of the Agency. Further, no such written approval shall relieve Contractor of any obligations under the Contract, and any assignee, transferee, or delegate shall be considered the agent of Contractor. The provisions of this Contract are binding upon, and shall inure to the benefit of the parties and their respective successors and permitted assigns.

2.30 MERGER CLAUSE; AMENDMENT; WAIVER

This Contract constitutes the entire agreement between Contractor and Agency on the subject matter of this Contract. There are no understandings, agreements, or representations, oral or written, not specified in this Contract on the subject matter. No amendment of this Contract is valid unless it is in writing and signed by the parties. No waiver or consent is effective unless in writing and signed by the party against whom it is asserted. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of the Agency to enforce any provision of this Contract is not a waiver by Agency of that or any other provision.

2.31 INTENDED BENEFICIARY

DAS SPS is an intended beneficiary of this Contract. But the parties to this Contract may modify or terminate this Contract without the consent of DAS SPS.

2.32 ASSIGNMENT OF ANTITRUST RIGHTS

Contractor irrevocably assigns to the State Of Oregon any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any Services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Contract, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's duties under this Agreement to irrevocably assign to the State of Oregon, as third party beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of any violation of 15 U.S.C. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any Services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Agreement, including, at the State's option, the right to control any such litigation on such claim or relief or cause of action.

SECTION 3 – SPECIAL TERMS FOR CONTRACTS UNDER THIS AGREEMENT

3. PUBLIC WORKS PROJECTS

DAS EAM shall be exclusively responsible for determining the applicability of these laws to Services ordered under this Price Agreement, and for ensuring that the Contractor complies with those laws. The following provisions apply to each Contract that is part of a public works project:

3.1. PREVAILING WAGE RATES

Contractor and all subcontractors shall comply with the provisions of ORS 279C.800 through 279C.870, relative to prevailing wage rates. Before providing Services, Contractor shall file with the Construction Contractors Board, and maintain in full force and effect, the separate public works bond required by ORS 279C.836 and OAR 839-025-0015, unless otherwise exempt under those provisions.