Attachment A- Sample Contract.pdf

This agreement is between the North Clackamas School District 12, hereafter called “District”, and [Contractor], hereafter called “Contractor”.

Administrators of this agreement are:

Contractor North Clackamas School District 12 (NCSD) Administrator: Administrator:

Title: Title:

Organization: Unit:

Address: Address:

Phone: Phone:

Email: Email:

Federal ID #:

1. Purpose The purpose of this agreement is to provide the contractual details between the Contractor and District regarding School Transportation Services Routing and Dispatch System Software.

2. Effective Date and Duration This agreement shall become effective on the date all required signatures are obtained. Unless earlier terminated, amended or extended, this agreement shall expire when Contractor’s completed performance has been accepted by District or MONTH DAY, YEAR, whichever is sooner. This contract may be renewed upon mutual agreement of the parties for up to ___ (__) additional years.

3. Statement of Work The Statement of Work, including the delivery schedule for the work, is contained in Exhibit A attached hereto and by this reference made a part hereof.

4. Consideration

A. District shall pay Contractor, from available and authorized funds as provided in paragraph 8, the sum of up to $_____________ for accomplishing the work required by this agreement as detailed in the attached Exhibits. This maximum, not-to-exceed compensation payable to Contractor includes all allowable expenses and reimbursement and may only be exceeded upon prior written and properly executed contract amendment.

B. Contractor shall send the District an invoice setting forth the fee due based upon the compensation schedule set forth in the attached Exhibits and include a summary of the work performed in a format agreed to by the District. District shall review all submitted invoices promptly and shall pay all undisputed amounts within 30 days of the District’s receipt of the invoice.

C. Invoices shall be directed to the District Contract Administrator with a copy to accountspayable@nclack.k12.or.us and _________@nclack.k12.or.us. If an invoice is delivered on a non-business day, the invoices shall be considered received on the next day the District’s Business Services Department is open for business.

5. Contract Documents This Contract consists of these Terms and Conditions and the documents (“Exhibits”) listed below in descending order of precedence. A conflict in these documents shall be resolved in the priority listed below with these Terms and Conditions taking precedence over all other documents.

mailto:accountspayable@nclack.k12.or.us

The Exhibits to this Contract include the following documents: [scope, schedule of deliverables, compensation schedule, and any software support agreement should be included]

6. Subcontracts Contractor shall not enter into any subcontracts for any of the Work required by this Contract, or assign or transfer any of its interest in this Contract, without District's prior written consent. District’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, if any.

7. Amendments The terms of this Agreement shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written amendment signed by the parties. The amendment shall be effective as of the date on which every party has signed the amendment and all requisite approvals are obtained. All amendments to this Agreement shall comply with applicable statutes and administrative rules.

8. Termination A. This agreement may be terminated by mutual consent of both parties, or by either party upon thirty (30) calendar day’s written notice.

B. The District may terminate this agreement effective upon delivery of written notice to the Contractor, or at such other date as may be established by the District under any of the following conditions:

1. If District funding is not obtained and continued at levels sufficient to allow for purchase of the specified services. When possible, and when agreed upon, the agreement may be modified to accommodate a reduction in funds.

2. If federal or state regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this agreement, or are no longer eligible for the funding proposed for payments authorized by this agreement.

3. If the Contractor fails to perform the work specified herein, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from the District, fails to correct such failures within ten (10) days or such longer period as the District may authorize.

C. In the event of termination for convenience or for lack of funding, the District shall pay Contractor for services performed up to the effective date of termination.

9. Funds Available and Authorized The District certifies at the time the agreement is written that sufficient funds are available and authorized for expenditure to finance costs of this agreement within the District’s current appropriation and limitation. Contractor understands and agrees that District’s payment of amounts under this agreement attributable to work performed after the last date of the current biennium is contingent on District receiving appropriations, limitations, or other expenditure authority sufficient to allow District, in the exercise of its reasonable administrative discretion, to continue to make payments under this agreement. In the event the District fails to have sufficient appropriations, limitations, or other expenditure authority, District may terminate this agreement without penalty or liability to the District, effective upon the delivery of written notice to the Contractor, with no further liability to Contractor.

10. Access to Records The District, and its duly authorized representatives shall have access to the books, documents, papers and records otherwise privileged under law of the Contractor which are directly pertinent to the specific agreement for the purpose of making audit, examination, excerpts, and transcript.

11. Compliance with Applicable Law Contractor will comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Work under this Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with (i) Title VI of the Civil Rights Act of 1964; (ii) Section V or the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (iv) the Fair Labor Standards Act; (v) the Occupational Safety and Health Act of 1970; (vi) all regulations and administrative rules established pursuant to the foregoing laws; and (vii) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

12. Sensitive Information Except for information that is already a matter of public record, Contractor shall not publish or otherwise disclose, except to District or as otherwise required by law, any information or data obtained hereunder from private individuals, organizations, or public agencies in a publication wherein the information or data furnished by or about any particular person or establishment can be identified, except with the written consent of such person or establishment. Information concerning the business of the District, its financial affairs, and its relations with its clients and employees, as well as any other information that may be specifically classified as confidential by the District, shall be kept confidential. Contractor shall instruct its employees and subcontractors to keep such information confidential by using the same care and discretion that they use with similar information that the Contractor designates as confidential.

13. Alcohol/Drug/Firearm Policy District prohibits the use of drugs, tobacco, alcohol, or firearms on District property and District events.

14. Indemnification Contractor shall defend, indemnify, and hold District, its officers, agents, and employees harmless against all liability, loss, costs, or expenses, including attorney and expert fees, and against all claims, actions, or judgments based upon or arising out of damage or injury (including death) to persons or property caused by any act or omission of an act sustained in any way in connection with the performance of this agreement or by conditions created thereby, or based upon violation of any statute, ordinance, or regulation by Contractor or its subcontractors, employees, or representatives. This contractual indemnity provision does not abrogate common law or statutory law liability and indemnification to District, but is in addition to such common law or statutory law provisions.

15. Insurance As evidence of the insurance coverage required by this contract, the Contractor shall furnish Certificate(s) of insurance to the District before final award can be authorized. The insurance coverage required under this contract shall be obtained from acceptable insurance companies or entities. The contractor shall be financially responsible for all deductibles, self-insured retention and/or self-insurance included hereunder. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this contract:

X Commercial General Liability Insurance covering bodily injury and property damage. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $3,000,000.

Automobile Liability. 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. 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.

Abuse & Molestation. Contractor will obtain or update policy to have endorsement for abuse and molestation to the general liability insurance to the amount of $1,000,000 with aggregate limit of $2,000,000.

X Data Security & Privacy “Cyber” Liability. 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.

All subject employers working under this contract 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 contract, Employers Liability insurance with a limit of not less than $1,000,000 per each occupational accident/disease. The Commercial General Liability and Automobile Liability insurance coverage required for performance of the contract shall include North Clackamas School District, its divisions, officers, and employees as Additional Insured but only with respect to the Contractor's activities to be performed under this contract.

16. Independent Contractor Status This Contract is not intended and nothing contained herein shall be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association between District and Contractor, but is rather an agreement between independent parties, these being District and Contractor. Contractor shall provide information requested in Exhibit B.

17. Cooperative Procurement Contractor agrees to extend an option to other government entities to purchase services covered under this Agreement at the same prices as are specified in Exhibit B, and under the same terms and conditions, to all public agencies. Each public agency shall execute its own contract with Contractor and shall have the option to negotiate its own terms and conditions.

18. Background Check Certification Contractor shall ensure that employees and agents with the opportunity for direct, unsupervised contact with students have successfully passed a nationwide background check. Employees or agents convicted, or arrested without resolution, of the crimes listed in ORS 342.143(3)(a), constitutes failure of the background check. Contractor must comply with all Senate Bill 155 requirements, including, but not limited to, providing District requested information for any of Contractor’s employees, volunteers, or agents, who have the potential for unsupervised contact with District students, and providing requested information for new employees, volunteers, or agents to be cleared by District before they begin work with District.

19. Hours of Labor This provision is required by statute. As required by ORS 279B.020(5), 279B.235(3), for Contractor's employees subject to Oregon employment laws:

A. Maximum Hours: Employees shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week and for work performed on New Year's Day (Jan. 1), Memorial Day (last Monday in May), Independence Day (July 4), Labor Day (first Monday in September), Thanksgiving Day (fourth Thursday in November), and Christmas Day (December 25).

B. Exemption: The requirements of Section 15(a) do not apply to individuals who are excluded under ORS

653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.

C. Notice to Employees: Contractor must give notice in writing to its employees who perform work on this Contract, either at the time of hire or before commencement of work on this Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

20. Use of District Logo or Name Contractor shall not use District’s name or logo in marketing or publicity materials or for marketing or publicity purposes without prior written authorization from the District.

21. Contractor Representations and Warranties Contractor expressly warrants that Contractor and any approved subcontractors have all of the rights, licenses, permits, qualifications, and consents necessary to perform Contractor's obligations hereunder, license the Product to the District as provided under this Contract, and assign the Product or Work Product. Contractor expressly warrants that the Products and Work Product do not infringe or misappropriate the intellectual property rights of any third party.

22. Waiver; Severability Waiver of any default or breach under this Contract by District does not constitute a waiver of any subsequent default or a modification of any other provisions of this Contract. If any term or provision of this Contract is declared by a court of competent jurisdiction 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 Contract did not contain the particular term or provision held invalid.

23. Non-discrimination Clause Both parties agree that no person shall be subject to unlawful discrimination based on race; national or ethnic origin; color; sex; religion; age; sexual orientation; gender expression or identity; pregnancy; marital status; familial status; economic status or source of income; mental or physical disability or perceived disability; or military service in programs, activities, services, benefits, or employment in connection with this Contract. The parties further agree not to discriminate in their employment or personnel policies.

24. Controlling Law; Venue Any dispute under this Contract or related to this Contract shall be governed by Oregon law, and any litigation arising out of the Contract shall be conducted in courts located in Clackamas County, Oregon.

25. Counterparts The parties may execute this Contract in counterparts, each of which constitutes an original and all of which comprise one and the same Contract. Counterparts may be delivered by electronic means.

26. Notices All notices or demands of any kind required or desired to be given by District or Contractor must be in writing and shall be deemed delivered upon depositing the notice or demand in the United States mail, certified or registered, postage prepaid, addressed to the respective party at the addresses herein.

26. Merger Clause This agreement constitutes the entire agreement between the parties. No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given.

There are no understandings, agreements or representations, oral or written, not specified herein regarding this agreement. Both parties, by the signature below of its authorized representative, hereby acknowledges that s/he has read this agreement, understands it and agrees to be bound by its terms and conditions.

SIGNATURES

North Clackamas School District [Contractor]

Name: Gwen Chapman Name:

Title: Director of Business Operations Title:

Signature: Signature:

Date: Date: