Master Service Agreement.docx

Master Service Agreement Agreement name / Brief Description

This Agreement is entered into by and between the Northern Wasco County PUD, hereinafter called NWCPUD, and company name, hereinafter called Contractor.

WHEREAS, NWCPUD has need for the services of an independent Contractor with the particular training, knowledge, and experience offered by the Contractor; and WHEREAS, NWCPUD has negotiated the following agreement in The Dalles, Oregon, and Contractor has agreed to deliver its services in The Dalles, Oregon;

NOW THEREFORE, in consideration of a sum agreed to by the Parties, the Contractor agrees to perform the services as described in this Agreement, in accordance with all requirements, terms and conditions of this Agreement, as set forth below:

1. Term, Duration, Termination.

This Agreement shall become effective on the date this Agreement has been signed by every party herein contained. Unless terminated or extended, this Agreement shall expire when NWCPUD accepts Contractor's performance, or on 12/31/2026, whichever date occurs last. Expiration shall not extinguish or prejudice NWCPUD’s right to enforce this Agreement with respect to any breach of Contractor warranty or any default or defect in Contractor performance that has not been cured.

This Agreement will renew annually for a maximum term that shall not exceed five (5) years. If Contractor does not agree to renew the Agreement for an additional term, Contractor must notify NWCPUC within 90 days of the anniversary of the Original Agreement Execution Date.

NWCPUD reserves the right to terminate this Agreement at any time with 30 days’ written notice. If terminated, NWCPUD agrees to pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Agreement.

2. Statement of Work.

The Statement of Work (the “Work”), including the delivery schedule for such Work and description of outcomes (“Deliverables”), is contained in Attachment A attached and incorporated by reference into this Agreement. Contractor agrees to perform the Work in accordance with the terms and conditions of this Agreement.

3. Payments.

Invoices shall be submitted to NWCPUD, employee name, and to accounting@nwascopud.org.

NWCPUD shall pay Contractor not more than once per month upon Contractor's submission of a sufficiently detailed invoice for Work performed and Deliverables, Developments or Work Products delivered to NWCPUD during that month. Such invoices shall describe all Work performed or Deliverables, Developments or Work Products delivered with particularity and by whom it was performed, including name and job title and reference to the specific work activity. The invoices shall reference a PO number, if one exists, and shall include the total amount invoiced to date by Contractor prior to the current invoice. NWCPUD will have the right to review each such invoice for compliance with the requirements and any other pertinent provisions of this Agreement. NWCPUD will make payment in accordance with its regular payment schedule; Net 30 days from receipt of a valid, undisputed invoice.

4. Deliverable Review & Approval.

Each Deliverable provided by Contractor shall be reviewed by the NWCPUD for compliance with the Statement of Work.

If NWCPUD determines that any of the Work is not acceptable and that any deficiencies are the responsibility of the Contractor, NWCPUD shall prepare a detailed written description of any deficiencies and an associated time frame for correction and deliver such notice to Contractor. Contractor shall correct any deficiencies at no cost to NWCPUD.

Subject to the provisions of the previous sections of 4, substantial failure of the Contractor to perform the Agreement may cause NWCPUD to terminate the Agreement. In this event, NWCPUD may require the Contractor to reimburse monies paid (based on the identified portion of unacceptable work received) and may seek associated damages.

When NWCPUD determines that all Deliverables conform in accordance with the Statement of Work; then NWCPUD shall notify Contractor that Final Acceptance of all Deliverables has occurred.

5. Remedies.

If a conflict arises between the parties in the implementation of this Agreement, the parties agree to work in good faith toward a cooperative resolution. If, despite the good faith efforts, either party fails or refuses to complete its obligations under this Agreement, the party not in breach shall have all remedies available at law to complete compliance by the other party and to recover monetary damages necessary to make the non-breaching party whole. In addition, failure of Contractor to meet the obligations set forth herein shall allow NWCPUD to require the return or repayment of funds received under this Agreement.

6. Insurance Contractor shall obtain insurance, at Contractor’s expense, and keep in effect during the term of this Agreement. Prior to work commencing, Contractor shall provide certificates of insurance listing NWCPUD as additionally insured on liability coverages, except professional liability if included, with respect to activities performed under this Agreement as described below:

a. Commercial / General Liability Insurance, covering bodily injury and property damage. This insurance shall include personal injury coverage, contractual liability coverage and products/completed operations liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $2,000,000.

b. Automobile Liability Insurance, this coverage may be written in combination with the Commercial General Liability Insurance. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent.

c. Workers' Compensation. All subject employers working under this Agreement are either employers that will comply with ORS 656.017 which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers, or employers that are exempt under ORS 656.126. [2003 c.794 §76c] In addition, Contractor will obtain, at Contractor's expense, and keep in effect during the term of this Agreement, Employers Liability insurance with a limit of not less than $1,000,000.

d. Professional Liability Insurance with limits of (i) $1,000,000 per claim and (ii) $1,000,000aggregate, with coverage to be written on a claims-made form.

e. Notice of Cancellation or Change. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without 30 days' written notice from Contractor or its insurer(s) to NWCPUD. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Agreement and shall be grounds for immediate termination of this Agreement by NWCPUD.

f. Waiver of Insurance Requirements. Contractor’s failure to provide certificates of insurance as specified herein and/or in the manner specified herein does not constitute a waiver of the insurance requirements. Any waiver of the insurance requirements will only be made in writing.

g. Tail Coverage. If any of the required liability insurance is on a “claims made” basis, “tail” coverage will be required at the completion of this Agreement for a duration of 24 months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of “tail” coverage as described or continuous “claims made” liability coverage for 24 months following Agreement completion. Continuous “claims made” coverage will be acceptable in lieu of “tail” coverage, provided its retroactive date is on or before the effective date of this Agreement. If Continuous “claims made” coverage is used, Contractor shall be required to keep the coverage in effect for a duration of not less than 24 months from the end of the Agreement. This will be a condition of the final acceptance of Work or Deliverables.

7. Indemnity and Limitation of Liability Subject to the limitations of liability for public bodies set forth in the Oregon Tort Claims Act (ORS 30.260 to 30.330) each party shall hold harmless and indemnify the other, its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses resulting from, arising out of, or relating to any error, omission, breach of contractual duty, or negligent act resulting from the indemnifying party’s own acts or omissions.

Each party agrees to indemnify, defend and save harmless the other party, its officers, agents, and representatives, from and against any suits, actions, legal or administrative proceedings, claims, debts, demands, damages, losses, penalties, liabilities, interest, attorneys’ fees, costs and expenses (any of the foregoing are referred to herein as “Loss” and collectively as Losses”), arising from or related to the Services and attributable to either a breach by that party of its obligations hereunder or any negligent act, error, or omission, or willful misconduct of anyone acting under the breaching party’s direction of control or any of that party’s Contractors or subcontractors; or arising from or related to any breach or inaccuracy of any representation or warranty of that party made in this Agreement.

8. Contact Persons.

Contractor shall designate one or more person(s) responsible for Contractor's Work under this Agreement. Contractor shall provide NWCPUD the names, addresses and telephone numbers of such person(s) and shall keep this information current at all times. The representative shall be thoroughly familiar with the terms of the Agreement and shall have the technical knowledge to perform the Work.

NWCPUD’s contacts for this Agreement are:

Employee name, title, phone number Employee name, title, phone number

Contractor’s contact for this Agreement is:

Employee name, title, phone number

9. Agreement Documents.

This Agreement consists of the following documents, hereby incorporated by reference, which are listed in descending order of precedence: this Agreement less all attachments and, attached Attachment A. This Agreement, together with any schedules or attachments entered into pursuant to this Agreement, contain the entire agreement between the parties hereto with respect to the subject matter hereof. All understandings and agreements between the parties and representations by either party concerning this Agreement are contained in this Agreement. No waiver, consent, modification or change in the terms of this Agreement shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

10. Governing Law/Jurisdiction/Severability.

This agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Oregon. If suit of action is authorized herein to resolve any dispute or claim arising out of or related to this Agreement or the interpretation or breach hereof, jurisdiction shall be exclusively in the State of Oregon with venue in Wasco County Circuit Court.

If any term or provision of this Agreement is declared by a court 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 agreement did not contain the particular term or provision held to be invalid.

11. Attorney Fees and Costs.

If a suit or action is instituted to interpret or enforce the provisions of this Agreement, the prevailing party shall be entitled to recover, from the losing party, its reasonable attorney fees, and all other costs and expenses incurred and reasonably necessary as determined by the judge or arbitrator at the proceedings, in addition to all other amounts provided by law.

12. Amendments.

This Agreement may be amended by mutual agreement of the parties. To be effective, all amendments shall be in writing and signed by authorized representatives of each party.

13. Successors and Assigns.

This Agreement will be binding on and inure to the benefit of the parties and their respective successors, and to the extent otherwise assignable or transferrable pursuant to the terms of this Agreement, permitted assigns and transferees.

14. Compliance with Applicable Law Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Services. NWCPUD’s performance under this Agreement is conditioned upon Contractors’ compliance with the provisions of ORS 279C.505, 279C.515, 279C.520 and 279C.530 which are hereby incorporated by reference.

15. Time is of the Essence in the performance of this Agreement.

16. Data Safeguards Contractor will employ administrative, physical, and technical safeguards that are reasonably designed to prevent unauthorized collection, access, disclosure and use of NWCPUD data while it its custody. The safeguards that Contractor employs must 1) meet, at a minimum, industry practice; and 2) be reasonably designed to ensure that only Contractor personnel with a need to know NWCPUD data have access to it. Contractor will notify NWCPUD of any known breach of any safeguards, and Contractor and NWCPUD will cooperate to investigate and remedy any such breach and any related dispute, inquiry, or claim. If NWCPUD data disclosure by Contractor results in third party claims, Contractor will indemnify NWCPUD for such claims.

17. No Surreptitious Code Contractor warrants that, to the best of its knowledge, the system is free of and does not contain any code or mechanism that collects personal information or asserts control of the system without NWCPUD consent, or which may restrict NWCPUD’s access to or use of company data. Contractor further warrants that it will not knowingly introduce, via any means, spyware, adware, ransomware, rootkit, keylogger, virus, trojan, worm, or other code or mechanism designed to permit unauthorized access to the company data, or which may restrict the university’s access to or use of company data.

18. Data Breach If the Contractor becomes aware that data may have been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this agreement or the Agreement, then the Contractor shall use reasonable efforts to alert of any data breach within forty-eight (48) hours, and shall immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach. Contractor shall give highest priority to immediately correcting any data breach and shall devote such resources as may be required to accomplish that goal. Contractor shall provide NWCPUD information necessary to fully understand the nature and scope of the data breach.

19. Ownership of Work Products.

All Work products of Contractor arising or resulting from this Agreement are the property of NWCPUD. This Agreement, and any and all records or other documents pertaining to this Agreement, including Contractor’s Work products, are public records and may be subject to public disclosure according to state or federal law.

20. Confidential Information Contractor acknowledges that it or its employees, subcontractors or agents may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information that is the confidential information of NWCPUD or its clients. Any and all information provided by NWCPUD and marked confidential or identified as confidential in a separate writing, shall be deemed to be confidential information. Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information and not to copy, reproduce, sell, assign license, market, transfer, or otherwise disclose to third parties.

EXECUTION

NWCPUD:

NWCPUD Date

NWCPUD Date

Contractor:

Vendor signature Date

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