SERVICE ORDER CONTRACT
Price Agreement # 102-1195-07
Service Order #__________________
The State of Oregon, acting by and through
(“Agency”), and Cynthia Nielsen (“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 Exhibit A to Price Agreement # 102-1195-07 between the State of
Oregon and Contractor (the “Agreement”). This Service Order Contract is effective as of
____________, _______ or the date of the last required signature hereto, whichever
occurs last (the “Effective Date”).
Agency is involved in a specific controversy or project that requires ADR Services. That
controversy or project is known as _________________________________________ (the
“Matter”). Contractor desires to perform the services described in this SOC (“Services”)
with respect to the Matter.
The parties agree as follows:
1. Contract Period. 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 ___[DATE]___, whichever occurs
first. 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. Statement of Work. Contractor shall perform the Services described in Attachment 1,
Statement of Work, in accordance with the terms and conditions of this SOC.
a. Maximum Amount. All pricing and hourly rates, as appropriate, for Services shall
conform to the terms of Exhibit B of the Agreement. The maximum, not-to-exceed
amount payable to Contractor by Agency under this SOC, which includes any expenses
identified in this SOC as reimbursable expenses, 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 amount
payable by Agency under this SOC, and except as provided in Section 3.b, Agency shall
pay Contractor based on (circle one):
1. Rates. Contractor shall be compensated for completing Services based on the rates
shown below. Reimbursement, if any, for expenses shall be as described in each Service
a. ADR Services and rates applicable to Service Order Contracts for the following
Mediation involving two to five parties, $125.00 per hour
Large group mediation or facilitation (six or more parties), $125.00 per hour
Mediation or facilitation of workplace conflicts, $125.00 per hour
Litigation Settlement Mediation, $125.00 per hour
b. Any other charges not include in the hourly rates for the categories listed above*
Charges for cost of supplies and photo copies for Large Group.
* The rate per hour in Section 1.a includes all expenses that would be charged for this
Service unless noted otherwise in Section 1.b. Travel expenses are not included in the
hourly rate. Travel expenses incurred by the Contractor, if allowed, shall be paid
separately at the rates allowed under Chapter 40 of Oregon Accounting Manual. Any
travel by the Contractor must be approved in advanced by the Agency before the travel
b. Additional Provisions. When checked below, the following also apply:
Splitting Contractor’s Compensation. Some or all of the other participants in
the Matter may compensate Contractor for Contractor’s services associated with
resolving the Matter. Contractor’s compensation from the other participants is
subject to agreement between Contractor and the other participants, and Contractor
shall look solely to the other participants for any compensation the other
participants have agreed to pay Contractor for those services. Agency is not liable
for, nor will Agency pay for, any compensation owed to the Contractor by any of
the other participants. Other participants’ failure to pay Contractor shall not relieve
Contractor of any of Contractor’s obligations under this SOC.
Limiting Compensation for Case Assessment and Development of the
Agreement to Mediate. [This Optional Clause is available for use when Agency
wants to limit that portion of the Contractor’s compensation.] Agency shall pay
Contractor a maximum amount of $_____________ for Matter assessment or
development of the Agreement to Mediate, or both, as described in Attachment 1,
Statement of Work. This amount is included in the maximum amount by Agency
as indicated in Section 3.a. Agency shall pay Contractor for these specific Services
based on (check one):
$______ per hour, which equals _______% of Contractor s hourly rate
for Services in Section #1.a.
$______ per hour rate as specified in Section #1.a.
COMMERCIAL GENERAL LIABILITY.
Required by Agency Not required by Agency.
Commercial General Liability Insurance covering bodily injury and property
damage in a form and with coverage that is satisfactory to Agency. This insurance
shall include personal injury liability, products and completed operations, and
contractual liability coverage for the indemnity provided under each Service
Order Contract, and shall be made on an occurrence basis. Combined single limit
per occurrence shall not be less than $ 1,000,000. Each annual aggregate limit
shall not be less than $ 1,000,000.
Professional Liability Insurance
Required by Agency Not required by Agency.
Professional Liability Insurance with a combined single limit, or the equivalent,
of not less than $________________ each claim, incident or occurrence, for
damages caused by error, omission or negligent acts related to the Services
provided under each Service Order Contract.
c. Expense Reimbursement. Check one:
□ Agency shall not reimburse Contractor for any expenses incurred under this
□ Agency shall reimburse Contractor only for the expenses indicated below that
Contractor incurs as a direct result of performing the Services. [check all that
□ Agency shall reimburse Contractor for travel expenses incurred under this SOC
only in accordance with the State of Oregon Travel Policy found at
http://www.das.state.or.us/DAS/SCD/SARS/oam_toc.shtml#Travel and only at
the rates in effect at the time the expense is incurred.
□ Agency shall reimburse Contractor for the following expenses at the rate(s)
[list expenses that will be reimbursed and the applicable rate, e.g., photocopies
at .10 per page; long distance telephone charges at actual cost, etc.]
d. Payment Terms. Contractor shall submit monthly invoices to Agency’s Service
Order Contract Administrator for Services performed. The invoices shall describe all
Services performed with particularity and by whom the Services were performed and
shall itemize and explain all expenses for which Contractor claims reimbursement.
Contractor shall also include in each invoice the total amount Contractor has invoiced
Agency to date prior to the current invoice. Contractor shall note specifically in the
appropriate invoice when Contractor has requested payment for one-third and two-thirds
of the maximum amount payable to Contractor under this SOC. Contractor’s claims to
Agency for overdue payments on invoices are subject to ORS 293.462.
4. Contract Documents. This Service Order Contract is executed pursuant to the
Agreement. This SOC consists of the following documents, which are listed in descending
order of precedence: Exhibits A, B and C of the Agreement, which are incorporated into
this SOC by reference; this SOC less all attachments; and Attachment 1 (the Statement of
5. Contract Administrator. Agency’s Service Order Contract Administrator is:
Certification. By signature on this SOC, the undersigned hereby certifies under penalty of
perjury that: (a) the number shown on the above-referenced Price Agreement is
Contractor’s correct taxpayer identification; (b) 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
Contractor is no longer subject to backup withholding; (c) the undersigned is authorized to
act on behalf of Contractor, the undersigned has authority and knowledge regarding
Contractor’s payment of taxes, and to the best of the undersigned’s knowledge, Contractor
is not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon
Tax Laws” means a state tax imposed by ORS 401.792 to 401.816 (Tax For Emergency
Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax),
317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320 (Amusement Device
and Transient Lodging Taxes), 321 (Timber and Forestland Tax), 323 (Cigarettes and
Tobacco Products Tax), and the elderly rental assistance program under ORS 310.630 to
310.706; and any local taxes administered by the Department of Revenue under ORS
305.620; (d) Contractor is an independent Contractor as defined in ORS 670.600; and (e)
the supplied Contractor data is true and accurate.
CONTRACTOR , BY EXECUTING THIS SERVICE ORDER CONTRACT,
HEREBY ACKNOWLEDGES THAT CONTRACTOR HAS READ THIS
SERVICE ORDER CONTRACT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS.
Telephone number:______________ Facsimile number:________________
Federal Tax ID or Social Security Number__________ Oregon/State Tax
Telephone Number:________________ Facsimile Number: _____________
Approved for Legal Sufficiency:
Authorized Signature:____________________________ Date:_________________
Title: Assistant Attorney General
(Required for Contracts $ 75,000 or greater)
STATEMENT OF WORK
1. Services. Contractor shall perform the following Services: [Fill in below. State
services within the context of the Matter.]
2. Additional Responsibilities. In addition to performing as represented and warranted
under Section 6, Representations and Warranties, of Exhibit A of the Agreement, to the
extent Contractor is providing mediation services, the Contractor:
(i) Shall act as an impartial intermediary conducting the mediation fairly,
diligently, even-handedly, and with no personal stake in the outcome and shall
avoid actual, potential, or perceived conflicts of interest that can arise from the
Contractor’s involvement with the subject matter of the controversy or with the
participants, whether past or present, that reasonably could raise a question about
the mediator’s impartial regard;
(ii) Shall not act on behalf of or represent any party against another party in the
matter in mediation or in any related proceeding.
(iii) Acknowledges and agrees that Contractor is not acting as a judge, has no
authority to force a settlement on Agency and other participants, and shall not
propose a settlement offer or agreement without the consent of Agency and other
(iv) Shall preserve of the mediation consistent with the Agency’s and other
participant’s desires, subject to the requirements of ORS 36.220 through 36.238
and other provisions of law;
(v) Shall not reveal information disclosed to the Contractor in a private meeting
with Agency or one or more of the other participants, without the disclosing party’s
(vi) Shall not engage in any other services for any of the participants involving the
same or significantly related issues, unless the other participants provide their
3. Conflicts of Interest. Contractor shall establish and maintain, at all times during the
term of this SOC, a neutral and impartial relationship with Agency and the other
participants in a ADR process, and shall have a continuing responsibility to disclose to
Agency and other participants in a ADR Process any pre-existing relationships or conflicts
of interest, both actual and likely, as they develop and become known to Contractor.
Contractor understands and agrees that for the purposes of determining Contractor ’s
knowledge of the existence of an actual or likely conflict of interest, all facts which the
Contractor knew, or by the exercise of reasonable care should have known, will be
attributed to Contractor.