SAMPLE_Exhibit_B_SerivceOrderContract (2).pdf

Exhibit B – Service Order Contract

Price Agreement # DASPS-XXXXX Service Order Contract #___________________

_____________________________________(“Agency”), and XXXX (“Contractor”), hereby enter into a contract for services (“Service Order Contract” or “SOC”) that consists of this document and all terms and conditions set forth in Price Agreement DASPS-XXXXX entered into by and between XXXXX and State of Oregon acting by and through between the Department of Administrative Services (“DAS”) (the “Agreement”). This Service Order Contract is effective as of the last date of signature in the signature block below (the “SOC Effective Date”).

SECTION 1: RECITAL

Agency requires Organizational Improvement Services described below in Section 2, Agreement.

Contractor desires to perform the services described in this SOC (“Services”) with respect to the service requirements.

SECTION 2: AGREEMENT

The parties agree as follows:

• Defined Terms. Capitalized terms not otherwise defined in this SOC have the meanings assigned to them in the Agreement.

• Agreement Incorporated by Reference. The Agreement is incorporated by reference as though fully set forth in this SOC.

• SOC Term. Unless extended or terminated earlier in accordance with its terms, this SOC shall terminate when Agency has accepted and paid Contractor in full for all completed Services that are required under this SOC or on ___________ whichever occurs first,(“SOC Term”). SOC termination shall not extinguish or prejudice Agency’s right to enforce this SOC with respect to any default by Contractor that has not been cured.

2.1 Statement of Services. The Service to be performed under this SOC is indicated in this Section below.

⎕ Category B: Leadership and Management Development

⎕ Training: Classroom, webinar, online

⎕ Certification

⎕ Professional Services

⎕ Change Management

2.2 Tasks and Deliverables

Task #1:

Deliverable #1.1:

Deliverable #1.2:

Task #2:

Deliverable #2.1:

Deliverable #2.2:

2.3 Rate Schedule

Contractor shall be compensated for Organizational Improvement Services provided per the terms set forth in Section 5 of Attachment A at the agreed upon rates in Exhibit H Rate Schedule unless negotiated as described in Section 3.2 below. [If rates are negotiated between the Agency and Contractor clarify negotiated rates in this Section.]

2.4 Key Persons

Contractor shall assign the following Key Persons from Exhibit I for Contract Administration, Service Delivery Fulfillment and issue resolution.

Contractor’s Key Person(s) & Contact Information

Key Person # 1

Name: _______________________________

Title: ________________________________

Role: ________________________________

Phone: _______________________________

Email: ________________________________

Key Person # 2

Name: _______________________________

Title: ________________________________

Role: ________________________________

Contractor’s Key Person(s) & Contact Information

Key Person # 3

Name: _______________________________

Title: ________________________________

Role: ________________________________

SECTION 3: CONSIDERATION

3.1 Maximum NTE Payable. The maximum, not-to-exceed (“Maximum NTE”) amount payable to Contractor by Agency under this SOC is $________________________. Agency will not pay Contractor any amount in excess of this amount for completing the Services, and will not pay for Services performed after the termination of this SOC. Agency will pay Contractor only for completed Services that are accepted by Agency, and such acceptance shall not be unreasonably withheld, subject to the Maximum NTE payable by Agency under this SOC.

3.2 Invoices. Contractor shall submit invoices in accordance with Section 6 of the Agreement, which is incorporated by reference as though fully set forth in this Section. Invoiced amounts shall not exceed the rates set forth in Exhibit H Rate Schedule, however negotiated rates set forth in Section

2.2 above are acceptable. All invoices shall be submitted to Agency’s contract administrator via [email] [U.S. Mail] at the following address:

• Enter Name of Contract Administrator Here

• Enter email or physical address for Contract Administrator Here

• Enter phone number of Contract Administrator Here

Payment Terms. All payments are subject to the provisions of ORS 293.462 and shall not exceed the any total maximum not-to-exceed compensation set forth in this SOC. All Billing Rates and allowable expenses invoiced by Contractor shall be charged at the rates agreed to in Section 5 of the Agreement unless otherwise agreed upon per Section 2.3 above. Agency shall have no liability for any Billing Rates or expenses that are charged in amounts that exceed those agreed to in above nor shall Agency have any liability for any Billing Rates, expenses, or any other fees that exceed the maximum not-to-exceed compensation agreed to in this SOC.

Notwithstanding Section 3 of this SOC, in no event shall Contractor be paid for any Services under this SOC until Agency receives an accurate and complete W-9 Form from Contractor.

SECTION 4: TERMINATION; Remedies

4.1 Termination by Agency. Agency and Contractor may mutually agree to terminate the SOC at any time. Agency may terminate the SOC for any reason or no reason immediately upon written notice to Contractor or at such other date as Agency may specify in such notice.

4.2 Termination by Contractor. Contractor may terminate the SOC for any reason or no reason effective upon delivery of thirty (30) days written notice to Agency.

4.3 Agency Remedies. In addition to any other rights and remedies Agency may have under the SOC, Agency may terminate or modify the SOC immediately upon delivery of written notice from Agency to Contractor, or at such later date as Agency may establish in such notice, upon the occurrence of any of the following events:

4.3.1 Funding from federal, state, or other sources is not obtained and continued at levels sufficient to pay for the Services;

4.3.2 Federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the Services are prohibited or Agency is prohibited from paying for the Services from the planned funding source;

4.3.3 Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under the SOC, fails to perform the Services within the time specified herein, or so fails to pursue the Services as to endanger Contractor's performance under the SOC in accordance with its terms, and fails to cure such breach, default or failure within five (5) business days after delivery of written notice from Agency, or such other period as Agency may authorize or require.

4.4 No Prejudice of Rights. Termination of the SOC does not extinguish or prejudice Agency’s right to enforce the SOC with respect to any default by Contractor that has not been cured. Termination pursuant to this Section shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

4.5 Stop Work Notice. Agency may issue a stop work notice to pause work temporarily. Agency shall indicate in the stop work notice the reason for the notice and term of the notice and any other important information regarding the temporary pause of work.

4.6 Contractor Remedies; Agency Liability for Expenses. If Agency terminates the SOC or if Agency is in default and whether or not Contractor elects to exercise its right to terminate the SOC, Contractor’s sole monetary remedy is a claim for: (a) unpaid and accepted invoices; and (b) hours worked and authorized expenses incurred within any limits set forth in the SOC, but not yet billed.

In no event shall Agency be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Subsection, Contractor shall pay immediately any excess to Agency upon written demand provided in accordance with the notice provisions of the SOC.

4.7 Return of Property. Upon termination of the SOC for any reason, Contractor shall immediately deliver to Agency all of Agency’s property (including without limitation any deliverable for which Agency has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development such Agency property is embodied at that time.

Upon receiving a notice of termination of the SOC, Contractor shall immediately cease all activities under the SOC, unless Agency expressly directs otherwise in such notice of termination. Upon Agency's request and consistent with applicable confidentiality laws, Contractor shall surrender to anyone Agency designates, all documents, research or objects or other tangible things needed to complete the Services and any deliverable.

4.8 Rights and Obligations. Except as expressly identified in this SOC, and except for the rights and obligations for any communications between Contractor and Agency or Notices to be given under this SOC, which shall be made in accordance with Section 25 of the Agreement and sent, as applicable, to either: (a) Contractor or (b) Agency, with a copy to DAS, at the following addresses:

4.8.1 Agency Notice

• Enter Name of Contract Administrator Here

• Enter Agency Name Here

• Enter physical address for Contract Administrator Here

• Enter Email address of Contractor Contact Here

• Enter phone number of Contractors Contract Administrator Here

4.8.2 DAS Notice:

• Jennifer Jolley

• State Procurement Analyst

• Department of Administrative Services

• 1225 Ferry St Se, Salem, OR 97302

• jennifer.jolley@oregon.gov

• 503.373.0388

4.8.3 Contractor Notice: Enter Contractor Firm Name Here

• Name of Contractor Contact

• Enter Contractor Title Here, if any

• Enter physical address for Contractor Here

• Enter Email address of Contactor Here

• Enter phone number of Contract Administrator Here

4.9 Remedies Not Exclusive. The rights and remedies provided in this Section are not exclusive, and are in addition to any other rights and remedies provided by law or under the SOC.

SECTION 5: Executed SOC

Within 7 business days of full execution of this SOC, Agency shall upload a copy of such SOC to the Oregon Procurement Information Network.

SECTION 6: Insurance

Throughout the SOC Term Contractor shall carry, at its own cost and expense, the types of insurance at the limits agreed to in Exhibit A, to the Agreement which is incorporated by reference as though fully set forth in this Section. Contractor shall provide Agency’s contract administrator with a certificate of insurance prior to commencing any Services or performing any work under this SOC.

SECTION 7: Order of Precedence

This SOC is executed pursuant to the Agreement. This SOC consists of the following documents, which are listed in descending order of precedence:

A. Price Agreement # DASPS-XXXX

B. Exhibit A Statement of Services

C. This SOC, less its Exhibits

D. Exhibit H Rate Schedule

SECTION 8: Certifications

The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury to the best of the individual’s knowledge that:

8.1 Authority to Act. The individual signing on behalf of Contractor is authorized to act on Contractor’s behalf, has authority and knowledge regarding the matters certifying in this Section 8;

8.2 Representations and Warranties. The Representations and Warranties set forth in the Agreement, including, without limitation, Sections 14 and 31, are reaffirmed by the signator below;

8.3 Compliance with All Laws, Terms and Conditions. Signator affirms that Contractor will comply with all applicable laws as agreed to in Section 10 of the Agreement and that no conflicts of interest, as defined in ORS 244, preclude Contractor from performing any of the Services agreed to in this SOC. Signator further affirms that Contractor understands and agrees that Contractor is bound by all of the other the terms, conditions, and obligations agreed to in the Agreement, which are incorporated by reference in Section 2 of this SOC;

8.4 Not Subject to Backup Withholding. Contractor is not subject to backup withholding because (a) Contractor is exempt from backup withholding, (b) 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 (c) the IRS has notified Contractor that Contractor is no longer subject to backup withholding;

8.5 Certification of Tax Laws. To the best of the signator’s knowledge, Contractor is not in violation of any Oregon tax laws or any 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; 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.

8.6 Independent Contractor. Contractor is an independent contractor as defined in ORS 670.600; and

CONTRACTOR, BY EXECUTING THIS SERVICE ORDER CONTRACT, ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS SERVICE ORDER CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS

TERMS AND CONDITIONS.

CONTRACTOR:

By:____________________________________________

[Print Name Here]

Title:_________________________________________

Date:________________________________________

AGENCY:_______________________________________

(include here division or section as well, if applicable)

By:____________________________________________

[Print Name Here]

Title:_________________________________________

Date:________________________________________

Approved for Legal Sufficiency:

Authorized Signature

Printed Name

Title: Assistant Attorney General

(Required if contract amount is $150,000 or greater)