ATTACHMENT A.pdf

TITAN BOOK STORE OPERATION MANAGEMENT ATT A

ATTACHMENT A- GENERAL CONTRACT TERMS AND CONDITIONS

THIS AGREEMENT is entered into by and between Lane Community College, a public corporation of the State of Oregon, hereinafter referred to as the COLLEGE, and the selected firm, hereinafter referred to as the CONTRACTOR or CONSULTANT.

In providing these services, it is understood and agreed that all conditions herein shall apply to all services rendered within the context of this invitation and resulting award.

1) CONTRACTOR STATUS

The CONTRACTOR is engaged as an independent Contractor and shall be responsible for all

Federal and State taxes as applicable to this contract and the payments made therewith.

2) CONTRACTOR EMPLOYMENT

The CONTRACTOR will not be performing the subject work under the direct control of the

College or any of its personnel.

3) REPORTING OF PAYMENTS

The College shall report the total amount of all payments to the CONTRACTOR including any expenses, in accordance with Federal Internal Revenue Service and State of Oregon Department of Revenue regulations.

4) ELIGIBILITY FOR PUBLIC ASSISTANCE OR SUPPORT

The CONTRACTOR shall not be eligible for any Federal Social Security, State Workers Compensation, Unemployment Insurance, or Public Employees Retirement System benefits from subject contract payments, and the CONTRACTOR shall be responsible for same as a self-employed individual/firm.

5) INDEMNIFICATION

The CONTRACTOR agrees that performance under this contract is at the Contractor's sole risk and that the Contractor shall carry "errors and omissions" insurance or be self-insured for the purpose of indemnifying the College's Board of Education, agents, officers and employees, from any and all liability for damages, costs, losses and expenses resulting from, arising out of, or in any way connected with the Contractor's failure to perform fully hereunder.

In the event any such action or claim is brought against the College, the Contractor shall, upon notice of the expense, promptly satisfy any judgment adverse to the College and shall reimburse the College for any loss, cost, damage or expense (including legal fees) suffered or incurred by the College.

(6) LEGAL COSTS AND VENUE

In the event of litigation involving the terms and conditions of this contract or the performance hereunder, the prevailing party shall be entitled to recover reasonable attorney fees, costs and expenses from the losing party, including all such fees, costs and expenses of appeal.

State of Oregon law shall prevail throughout the execution of this contract and any performance hereunder. Any litigation undertaken with respect to the execution of, or performance within the context of, this contract shall take place within the State of Oregon and State of Oregon Laws shall prevail throughout any such litigation.

All actions relating to this contract shall be tried before the courts of the State of Oregon to the exclusion of all courts which might have jurisdiction apart from this provision. Venue in any action shall lie in the Circuit Court of Lane County, Oregon.

7) RECOVERY OF COSTS IN EVENT OF TERMINATION

In the event of a termination of this contract by College because of a breach by the Contractor, The College may complete the work by contract with another appropriately qualified firm. The Contractor shall be liable to the College for any reasonable costs or losses incurred by the College arising out of or related to the breach. The College may withhold payment of monies due Contractor for work performed to the date of termination and the College may offset any amount due Contractor against the costs and losses incurred by the College.

8) RECORDS AND INSPECTION OF SAME

The Contractor shall maintain its records generated within the context of this contract for a period of not less than three full fiscal years following completion of the final review and acceptance of all submittals. Upon reasonable advance notice, the College or its authorized representatives may, from time-to-time, inspect and make appropriate copies of the Contractor's records that relate to this contract.

9) INSURANCE

The Contractor shall maintain in force for the duration of this contract the insurance coverage specified below. Each policy required by these provisions shall be written as a primary policy, not contributing with or in excess of any coverage which the College may carry. A copy of each policy or a certificate satisfactory to College shall be submitted to the College prior to commencement of the work each year. Unless otherwise specified, each Certificate of Insurance shall show an insurance carrier licensed to do business in the State of Oregon and shall contain an endorsement entitling the College to not less than 30 days prior written notice of any material change, non-renewal or cancellation.

The adequacy of all insurance required by these provisions shall be subject to approval by the College. Failure to maintain any insurance coverage required by this contract shall be cause for immediate termination of this contract by the College.

10) WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE

The Contractor shall maintain a current policy of workers' compensation and employers' liability The coverage. The Contractor shall comply with the Oregon Workers' Compensation law (ORS

656) by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law. The Contractor shall provide the College with such further assurances as the College may require from time to time that the Contractor is in compliance with these workers' compensation coverage requirements and the workers' compensation law.

11) COMPREHENSIVE GENERAL LIABILITY

The Contractor shall maintain a broad form comprehensive general liability insurance policy with coverage of not less than $1000,000 combined single limit per occurrence, and with an aggregate of $2,000,000 bodily injury, personal injury and property damage.

12) LIMITATION OF LIABILITY

The College agrees that the Contractor's liability hereunder for damages shall not exceed the charges paid before the error was discovered. The Contractor shall not be liable for consequential damages including, but not limited to, lost revenues and profits.

Neither the Contractor nor the college shall be liable for failure to perform its obligations herein when such failure is clearly the result of acts beyond the Contractor's control; some, but not all, such acts are acts of God or of the public enemy, acts of local, state or federal government in either their sovereign or contractual capacity, fires, floods, civil disobedience, strikes, lock-outs, freight embargoes, inclement weather, errors or defects in the data supplied by the College, etc.

13) SUBCONTRACTING AND ASSIGNMENT

The Contractor shall not assign this contract, in whole or in part, or any right or obligation hereunder, without the College's prior written approval. The Contractor shall not subcontract its work under this contract, in whole or in part, without the College's prior written approval. The Contractor shall require any approved subcontractor or assignee to agree, as pertains to the portion subcontracted or assigned, to comply with all obligations specified in this contract.

Notwithstanding the College's approval of a subcontractor or assignee, Contractor shall remain obligated for full performance of this contract and the College shall incur no obligation to any subcontractor or assignee.

14) INDEPENDENT CONTRACTOR

Whether the Contractor is a corporation, partnership, other legal entity, or an individual, the Contractor is an independent Contractor. If Contractor is an individual, the Contractor's duties will be performed with the understanding that the Contractor is a self-employed person and has special expertise as to the services which the Contractor is to perform and that the Contractor is customarily engaged in the independent performance of the same and/or similar services for others. The manner in which the services are performed shall be controlled by the Contractor;

however, the nature of the services and the results to be achieved shall be specified by the College. The Contractor is not to be deemed an employee of the College and has no authority to make any binding commitments or obligations on behalf of the College except to the extent expressly provided herein.

15) NOTICES

Notices in compliance with this contract shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to

College: Address on Cover of this RFP, Attention, Purchasing Services;

Contractor: Address given in Response Documents to RFP or such other address as either party may provide by notice given in accordance with this provision.

16) OWNERSHIP OF WORK

All information collected during the project, and all subsequent recommendations, reports, and submittals, from the Contractor to the college which result from this contract shall be the exclusive property of the College, and shall be delivered to the College upon completion of the work, the termination of this contract, or the written request of the College. Any use of this material, in any form or for any purpose, shall require prior written approval from the College.

17) PERFORMANCE STANDARDS

All work performed within the context of this agreement shall be in accordance with —:

a) Oregon Revised Statute Chapter 656 (Workers Compensation); and,

b) Oregon Revised Statute Chapters 279A, 279B and 279C (Public Purchasing Laws); and,

c) Oregon Revised Statute 30.26 through 30.30 (Public Agency Torts); and

d) Oregon Administrative Rules Chapter 125 (Exemptions); and,

e) US Code Title 42 (especially sections 1983, 1985 and 1988); and, Oregon and local laws and regulations; and other Federal, State and Local laws and regulations as may be applicable to the College, the Contractor and/or the Contract Documents.

18) CONTRACT MANAGEMENT

By delegation from the Board of Education through the President of the College, the Vice President of Finance and Operations is the Contract Manager for all the work described herein.

The Point of Contact for all communications and decisions is that individual.

19) PUBLIC RELATIONS AND NEWS RELEASES

The Contractor shall not release news or make any statements to the public, press, or other media relating to matters pertinent to the activities of the College or of related entities, without prior written approval from the College.

20) FEES

Except for special projects assigned by the college with a scope clearly outside of the requirements stated herein, the Contractor shall be compensated in accordance with the negotiated fee schedule which shall become part of the Contract Documents.

21) PAYMENT TERMS

Invoices for progress payments may be submitted monthly and payment on same will be on the basis of submitted and approved invoices for services rendered . No payments shall be made in advance of materials being delivered or services being rendered.

22) CONTRACT ENGAGEMENT TERM AND CONDITIONS THERETO

This contract, unless otherwise interrupted or canceled, shall be valid for the period indicated in the contract documents or completion of the work, whichever is the shorter period and will be activated by Purchase Order.

The contract engagement term may be canceled or terminated by the delivery of a certified letter from the President of the College or delegate, at his or her sole discretion, giving thirty calendar days' notice of intent to cancel. If such notice is promulgated, the notice shall give reason for termination of the contract.

Valid reasons for contract termination, for example, may be for lack of funds, for unacceptable performance of the Contractor, for lapse of required insurance coverage, for lapse of required registrations, or for any other documentable reason. At the end of the thirty-day period, if the notice is not rescinded by certified or registered mail from the President, the contract shall be deemed to have been canceled.

The contract engagement term may be renewed, extended or otherwise changed by Change

Order or Notice to Proceed, whichever is applicable. In every case, the enabling Order or Notice shall incorporate this document in its entirety, by reference, the Contractor's response submitted in answer to the invitation herein, and any other modifying documents such as cumulative change orders, addenda and renegotiated terms and schedules. These documents, in their entirety, shall be known as the contract documents and shall, in their entirety, state and control the activities of the parties to this contract.

Notwithstanding other portions of this agreement, this contract may be terminated if any of the following actions take place—:

a) The Contractor is no longer qualified to perform the work;

b) Any suit is filed against the College regarding the Consultant Contract or the contractor's performance, which, in the opinion of a neutral third-party attorney, is significant and substantive and has a reasonable likelihood of success;

c) The Contractor engages in anti-competitive activities such as blocking competition, displays of favoritism, improper patronage, fiscal impropriety or any other activities which, in the sole judgment of the College, are not in concert with the mission and scope of work stated above;

d) Failure to reach agreement on desired changes, additions or deletions.

e) This contract may also be terminated for convenience of the College without warning or advance notice. If the contract is terminated for convenience of the College, any monies owing to either party shall be paid within thirty (30) days of contract termination.

23) INTEGRATION AND SEVERABILITY

This contract embodies the entire agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein and those defined as the "contract documents." This contract shall supersede all prior communications, representations or agreements, either oral or written, between the parties. This contract shall not be amended except in writing, signed by both parties. If any of the provisions herein are determined to be invalid under any local, state or federal stature, regulation, or rule of law, such provision shall be deemed omitted from this document. Each provision of this agreement is severable, and if any provision is held to be unenforceable or is vacated by mutual agreement of the parties in writing, the remainder of the provisions shall remain unchanged an in effect.

24) LABOR RELATIONS

The Contractor shall be solely responsible for its own labor relations with any trade or union and their representatives and shall negotiate and adjust, in good faith, any and all disputes arising out of the Contractor's operations with employees and/or unions representing its employees.

The Contractor shall comply with all federal, state and local laws, policies, rules and regulations concerning employment and labor relations.

25) CHANGES IN THE WORK

Changes in the work may be accomplished at any time after the contract has been awarded and before the contract is fully complete, without invalidating the contract. Changes are usually accomplished by written order from the contract administrator to the contractor (although the contractor may request changes at any time). The written order is called a Change Order and shall annotate the work items to be added, deleted or modified, the price of the changes, and the effect of the change on the total contract value. When issued, the contractor may accept or reject the change. If the contractor does not formally object, in writing, to the change within 10 (ten) calendar days of its issuance, the change shall be regarded as having been accepted and the contract so modified.

Any other written or verbal order from the college to the contractor (which might include such activities as directives, direction, instruction, interpretation, or determination) that causes a change in the scope or methodology of the work, and is regarded as a contract modification by the contractor shall be treated as a change order, provided that the contractor gives the contract administrator written notice stating:

a) the dates, circumstance, content and source of the order, and

b) that the contractor regards the issue as a change order (to be formalized in terms of work changes and cost).