Attachment B - Sample PSA Contract.pdf

Professional Services Agreement Between Oregon City School District No. 62

And

XXXX

This Agreement is between the Oregon City School District No. 62, hereinafter “OCSD” and XXXXX, hereinafter “Contractor” (and collectively the “Parties”).

The parties mutually agree as follows:

Term of Agreement. This agreement shall become effective on the date it is signed by all parties and shall expire when the Contractor has completed performance or on xx/xx/xxxx, whichever date occurs first. However, such expiration shall not extinguish or prejudice the OCSD’s right to enforce this contract with respect to (a) breach of a Contractor warranty or (b) default or defect in the Contractor’s performance which has not been cured.

Scope of Work. Contractor shall perform the work described in Proposal to Provide XXX Services per RFP XXX- 2026 dated XXX, 2026, which is attached to this agreement and incorporated into this agreement by this reference.

Consideration. OCSD agrees to pay Contractor, from available and authorized funds, assume not to exceed $0 (zero dollars) including any allowable reimbursable expenses.

Payment for Work. No payments shall be made until this Agreement is fully executed by both parties.

Invoices shall not be issued prior to delivery of items/performance of service. Payment shall not be made prior to receipt of items/performance and invoice. Unless otherwise specified in the Scope of Work or solicitation document, the Contractor will submit invoices monthly for services rendered and OCSD shall remit payment within 30 calendar days of receipt of invoice. Contractor is responsible for providing appropriate documentation of wages for BOLI prevailing wage when necessary. A W‐9 must be on file with the District.

STANDARD TERMS AND CONDITIONS

Legal Relationship with Contractor. OCSD and the Contractor intend the legal relationship between the parties to be at all times and for all purposes under this Agreement that of an independent contractor.

Contractor represents and warrant Contractor meets the independent contract standards in ORS

670.600. The Contractor shall complete a Determination of Independent Contractor form to certify their status as an independent contractor.

Contract Performance.

a. Services. Contractor's performance of Services shall be as a professional consultant to Owner to carry out the project described in the scope of work ("Project") and to provide the technical documents and supervision to achieve Owner's Project objectives.

b. Subcontractors. Contractor shall provide a list of all subcontractors, which Contractor intends to utilize on the Project (the "Subcontractors"). This list shall include such information on the qualifications of the Subcontractors as may be requested by Owner.

Owner reserves the right to review the Subcontractors proposed, and the Contractor shall not retain a Subcontractor to which Owner has a reasonable objection.

c. Key Personnel. Contractor shall make available Key Personnel identified in its proposal.

Contractor shall provide to Owner a list of the proposed Key Personnel to be assigned to the Project. This list shall include such information on the professional background of each Key Person as may be requested by Owner. If any Key Person becomes unavailable to Contractor, the Parties shall mutually agree upon an appropriate replacement. Contractor shall remove any individual or Subcontractor from the Project if so, directed by Owner in writing following discussion with Contractor, provided that Contractor shall have a reasonable time period within which to find a suitable replacement.

d. Contract Performance. Contractor shall at all times perform the Services diligently and without delay and shall punctually fulfill all Contract requirements consistent with the schedule for the performance of Services. Expiration or termination of the Contract shall not extinguish, prejudice, or limit either party’s right to enforce this Contract with respect to any default or defect in performance. Time is of the essence in the performance of this Contract.

Subcontracts and Assignment. Neither party shall subcontract or assign any part of the Agreement without the prior written approval of the other party. Any attempted assignment of this Agreement without the prior written approval of OCSD shall be void.

Termination. This Agreement may be terminated as follows unless otherwise specified herein:

a. Mutual: OCSD and Contractor may terminate this Agreement at any time by written agreement.

b. OCSD's Sole Discretion: OCSD in its sole discretion may terminate this Agreement for any reason on seven (7) calendar days’ written notice to Contractor. OCSD shall pay Contractor for all work satisfactorily performed prior to the termination date.

c. Breach: Either party may terminate this Agreement in the event of a breach by the other party. To be effective, the party seeking termination must give the other party written notice of the breach and its intent to terminate. If the breaching party does not entirely cure the breach within fifteen (15) calendar days of the date of the notice, then the non‐ breaching party may terminate this Agreement at any time thereafter by giving a written notice of termination. OCSD shall pay Contractor for all work satisfactorily performed prior to the termination date.

d. Termination by either party shall not constitute a waiver of any claim either party may assert against the other party.

Access to Records. Each party shall have access to the books, documents and other records of the other party which are related to this Agreement for the purpose of examination, copying and audit unless otherwise limited by law. The Contractor shall maintain such books and records for a minimum three (3) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this contract, whichever date is later.

Confidentiality. No reports, information, and/or data to or prepared or assembled by the Parties under this Agreement shall be made available to any individual or organization by either party without the prior written approval of the other party or when required by state or federal law. If requested, the Contractor agrees to execute and abide by the district’s “Vendor Confidentiality Agreement” regarding student records. Contractor shall not access District’s computer records or network without specific written permission from the Director of Operations.

Compliance with Applicable Laws. Contract shall comply with all federal, state, county and local laws, ordinances and regulations applicable to the work to be done under this contract. Owner's performance under this Contract is conditioned upon Contractor's compliance with the provisions of ORS 279A.110 (Discrimination in subcontracting prohibited; remedies); ORS 279B.045 (Contractor warranty and covenant concerning tax law compliance). ORS 279C.505 (Conditions concerning prompt payment of subcontractors, no liens, withholding, and employee drug testing), 279C.520 (Condition concerning hours of labor; compliance with pay equity provisions; protected employee discussion of rate of pay or benefits), and 279C.530 (Conditions concerning payment for medical care and providing workers' compensation), and ORS 279C.540 (Maximum Hours of labor on public contracts; holidays; exceptions;

liability to workers; rules), which are hereby incorporated by reference. Contractor, the Subcontractors, if any, and all employers providing Services, labor or materials under this Contract are subject employers under the Oregon workers' compensation law and shall comply with ORS 656.017.

Insurance. Unless otherwise specified in a solicitation document (if any), at all times while providing services under this Agreement Contractor shall maintain in force, at Contractor's expense the following insurance coverage:

a. Workers Compensation. As required by ORS 656.017, subject employers shall provide Workers Compensation coverage in accordance with ORS Chapter 656 for all subject workers. Contractor shall have this insurance unless exempt under ORS 656.027 or

656.126. Contractors that are statutory subject employers shall submit a certificate of insurance to OCSD showing proof of coverage and shall carry limits of $500,000 for Employers Liability under the workers compensation policy form. If Contractor is not a subject employer, does not have coverage, and claims to be exempt, Contractor shall complete a Workers’ Compensation Exemption Certificate in lieu of providing the above certificate of insurance.

b. Professional Liability/Errors & Omission (“E&O”). If Contractor is performing services that require a state license, certifications, and or specialized training, then Contractor shall maintain professional liability/E&O insurance coverage of at least $1,500,000 for each claim, incident, or occurrence, and at least $2,000,000 annual aggregate coverage.

This policy shall provide extended reporting period coverage for claims made within two (2) years after this Agreement is completed or otherwise terminated according to its terms. If Contractor is performing services that do not require a state license, then Provider does not have to maintain professional liability/E&O insurance.

c. Commercial General Liability. Contractor shall maintain general liability insurance coverage on an occurrence basis with a combined single limit of not less than $2,000,000 for bodily/personal injury and property damage, with an annual aggregate $3,000,000. Contractor’s general liability insurance must include contractual liability insurance.

d. Commercial Automobile Liability. Contractor shall maintain automobile liability insurance with a combined single limit, or the equivalent of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired or non‐owned vehicles.

d. Certificate(s) of Insurance. This Agreement is not binding, and the Contractor will not commence work until OCSD receives certificate(s) of insurance (emailed from Contractor’s insurance carrier(s) directly to OCSD) demonstrating Contractor meets all of the insurance requirements in this Section of the Agreement. Each provider of certificate or policy holder shall provide there shall be no cancellations, termination, material change or reduction of limits of the insurance without prior written notice to OCSD. For all general liability coverage, the certificate shall also provide an endorsement (either form No. CG 2010 (04/13) together with CG 2037 (04/13)) to this effect and name OCSD, its agents, officers, Board of Directors and employees as additional insured with respect to Contractor’s services provided under this Agreement.

Indemnity and Hold Harmless.

a. Claims For Other Than Professional Liability. Contractor shall defend, indemnify, and hold harmless Owner, and its officers, agents, and employees, from and against all claims, suits, actions, losses, damages, liabilities, costs, including attorney fees, and expenses of whatsoever nature resulting from or arising out of the acts or omissions of Contractor or its sub‐consultants, subcontractors, agents, or employees under this Contract.

b. Claims For Professional Liability. Contractor shall indemnify and hold harmless Owner, and its officers, agents, and employees, from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of whatsoever nature arising out of the professionally negligent acts, errors, or omissions of Contractor or its sub‐consultants, subcontractors, agents, or employees in the performance of professional services under this Contract.

c. Exception. Nothing in Sections (a) or (b) requires Contractor or Contractor’s surety or insurers to indemnify Owner, its officers, agents, and employees against liability for damages for death or bodily injury to persons or damage to property caused in whole or in part by the negligence of Owner, its officers, agents, and employees. Nothing in the foregoing limits or otherwise affects any requirement in Sections (a) or (b) that requires Contractor to indemnify Owner, its officers, agents, and employees against liability for damages for death or bodily injury to persons or damage to property arising from the fault of the Contractor or Contractor’s agents, representatives, employees, or subcontractors.

Licenses. At all times during the term of this Agreement Contractor represents it has any currently required licenses, certificates or other evidence of the necessary skills, abilities and professional knowledge needed to carry out the terms of this Agreement.

Background and Criminal Records Checks. The Contractor agrees to comply with the OCSD policy regarding background and criminal background checks for all employees who will be providing services to the OCSD. No unsupervised contact with students is permitted.

Security. Contractor agrees to abide by all District rules and regulations while on District property.

Unsupervised access to students will require fingerprinting and criminal records check as required by law. Contractor will be responsible for all costs associated with this requirement. If approved access to students is granted, all personnel shall be required to prominently display District issued identification while on District property. All property issues will remain the property of District and upon termination or expiration of this contract, Contractor will return all identification and other property to the District.

Confidentiality of Student Records. Contractor agrees to adhere to requirements of state and federal law to protect all personally identifiable information and to share information only with authorized representatives of the District. The Parties recognize the Family Educational Rights and Privacy Act (FERPA) imposes strict penalties for improper disclosure or re‐disclosure of confidential student information for at least five (5) years (34 CFR 99.33(e)). Therefore, consistent with the requirement of FERPA, the Contractor will safeguard all records maintained by the Contractor and personally identifiable information obtained by the Contractor in the performance of this Agreement may not be re‐disclosed to third parties without the permission of an authorized representative of the District or written consent of the students’ parent/guardian, and must be used only for the purposes identified in this Agreement. Copies of all records created by the Contractor that pertain to students will be provided to the District. If requested, the Contractor agrees to execute and abide by the District’s “Vendor Confidentiality Agreement.” Contractor granted access to District’s network will be required to sign a “District Acceptable Use Policy.”

When Work Is Performed On District Property Contractor Shall Comply With The Following:

a. Identification Contractor shall carry photo identification and will present such upon request.

Contractors that do not have specific uniforms for employees shall provide identification tags, as described above, and / or any other mechanism, OCSD in its sole discretion determines is required to easily identify Contractors.

b. Sign‐In Required Contractors are required to sign in at the main office each day

c. No Tobacco use of any kind is strictly prohibited on all District property.

d. No Weapons or Firearms Except as provided by Oregon Statutes and District Policy, weapons and firearms are prohibited on District property.

e. Clothing No suggestive clothing (drugs, alcohol, tobacco, racist, sexual, political, etc.) are permitted on District property

Hazardous Materials. Contractors shall notify District prior to using products containing hazardous chemical(s) to which District employees may be exposed. Products containing hazardous chemicals are those products defined by Oregon Revised Statutes, Chapter 465. Contractor shall supply Material Safety Data Sheets (MSDS) OAR Chapter 437, Division 2, subdivision Z.

Waiver, Severability. Waiver of any default or breach under this Agreement by OCSD does not constitute a waiver of any subsequent default or a modification of any other provision(s) of this Agreement. If any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provision 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 invalid.

Remedies. In case of Contractor’s breach and in addition to the other provisions of this Agreement, OCSD shall be entitled to any other available legal and equitable remedies. In case of OCSD’s breach, Contractor’s remedy shall be limited to termination of this Agreement and receipt of payments to which Contractor is entitled.

Attorney Fees. The Parties agree if any suit or action at law, in equity, or through arbitration is filed to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorney fees, costs, and disbursements in addition to any other relief to which that party may be entitled. If the prevailing party is represented by “in‐house” counsel, it shall nevertheless be entitled to recover reasonable attorney fees based upon reasonable time, rates and charges generally accepted in the Salem, Oregon area for the type of legal services performed.

Notices. All notices or demands of any kind required or desired to be given by OCSD 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 its address listed below:

Oregon City School District No.62 Vendor:

Attn: David Hobbs Attn:

1417 12th St. ADDRESS:

Oregon City, OR 97045 ADDRESS:

(503) 785‐8531 PHONE:

Governing Law. The provision of this Agreement shall be construed in accordance with the laws of the State of Oregon. Any legal action involving any question arising under this Agreement must be brought in the appropriate court in the State of Oregon. If the claim must be brought in a federal form, then it shall be brought and conducted in the United States District Court for the State of Oregon. CONTRACTOR AGREES TO THE

JURISDICTION OF THESE COURTS.

Merger Clause. There are no covenants, promises, agreements, conditions, or understandings between the Parties, either oral or written, other than those contained in this Agreement and its attachments (s). All attachment(s) hereto together constitute the entire agreement between the Parties.

Force Majeure. Neither OCSD nor Contractor shall be responsible for delay or default caused by any contingency beyond their control, including, but not limited to war or insurrection, strikes or lockouts by the Parties’ own employees, walkouts by the Parties’ own employees, fires, natural calamities, riots or demands or requirements of governmental agencies other than OCSD.

Ownership of Work Product. Any and all goods and services developed for OCSD pursuant to this Agreement are intended as works made for hire. Works made for hire are the exclusive property of OCSD. Contractor hereby irrevocably assigns to OCSD all of its right, title and interest in and to any and all of the work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor forever waives any and all rights relating to the work product including any and all rights of approval, restriction or limitation on use or modification.

If any such work products contain intellectual property of the Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants OCSD a perpetual, royalty‐free, fully paid‐up, non‐ exclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, re‐use, in whole or in part, and to authorize others to do so, all such work products. OCSD shall have no rights in any pre‐existing work product of Contractor provided to OCSD by Contractor in the performance of this Contract except to copy, use, and re‐use any such work product for OCSD use only.

If this Contract is terminated by either party or by default, the OCSD, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver such partially completed work products, reports, or other documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract.

Representations. Contractor represents and warrants to OCSD any and all work under this Agreement shall be performed in a good workmanlike manner and in accordance with the highest professional standards. In addition, Contractor warrants employees assigned to perform service(s) under this Agreement will have the required qualifications and licenses to perform their normal professional duties. Upon request Contractor will provide OCSD with additional information concerning Contractor’s employees’ qualifications and expertise to assist OCSD in conforming with internal rules and policies. Contractor’s employees will comply with all Federal and State rules and regulations.

Modification. No waiver, consent, modification or change in the terms of this Agreement shall bind either party unless in writing signed by both Parties. A written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

Responsibility of Taxes and Withholding. Contractor shall be responsible for all federal or state taxes applicable to compensation paid to Contractor under this Agreement. OCSD will not withhold from such compensation any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers compensation benefits from compensation paid to Contractor under this Agreement.

Funding. This Agreement is subject to availability of appropriated funds. If payment for work under this Agreement extends into the OCSD's next fiscal year, OCSD's obligation to pay for work under this Agreement is subject to future budget appropriations. OCSD reserves the right to adjust the work provided for in this Agreement or terminate this Agreement if there are insufficient or no appropriations to fund this Agreement.

Agreements funded pursuant to a grant or grants are not at all time subject to availability of grant funds.

Employee Removal. Contractor will immediately remove any Contractor’s employee, agent or officer from all OCSD facilities in cases where OCSD determines, in its sole discretion, that removal of the employee, agent or officer is in OCSD's best interest.

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I have read this Agreement. I certify I have the authority to sign and enter into this Agreement. I understand this Agreement and agree to be bound by its terms. Contractor further certifies that it is a corporation or has completed and submitted OCSD Verification of Sole Proprietorship Status form.

THIS CONTRACT IS NOT VALID UNTIL ALL SIGNATORY APPROVALS ARE COMPLETED AND ALL

INSURANCE CERTIFICATES HAVE BEEN RECEIVED

Signature Signature

David Hobbs, Capital Bond Director

XXX

Date Date

Oregon City School District No. 62 Full Business Name:

1417 12th St. Address:

Oregon City, OR 97045 City, State, ZIP:

503‐785‐8531 Business Telephone:

david.hobbs@orecity.k12.or.us Email:

Federal Tax Identification Number(“TIN”) or Social Security Number(“SSN”) mailto:david.hobbs@orecity.k12.or.us