Attachment C - Sample Contract.pdf

David Douglas School District Learn – Grow - Thrive

DDSD

Contract ID#

Contractor Contract ID#

Contract

ATTACHMENT “C”

DAVID DOUGLAS SCHOOL DISTRICT

PERSONAL SERVICES CONTRACT

This Personal Services Contract (this "Contract") is between the DAVID DOUGLAS SCHOOL DISTRICT, a public school district of the State of Oregon (the "DISTRICT"), and Enter name of contractor ("Contractor").

The parties agree as follows:

Effective Date and Termination Date. The effective date of this contract shall be [ Enter start date of contract]. Unless earlier terminated as provided below, this agreement expires on [ Enter end date of contract]. This is the first year of a contract with the option to renew for up to four additional one-year terms.

Each renewal would require a written amendment to this contract.

Contractor's Agreement to Provide Services. Contractor agrees to provide the DISTRICT with the Services described in Exhibit 1 (Statement of the Work).

Payment for Work. The DISTRICT agrees to pay Contractor in accordance with Exhibit 1.

Contract Documents. The Contract Documents consist of the following documents which are listed in descending order of precedence:

I. This Contract;

II. Exhibits to this Contract, including

a. Exhibit 1 - Statement of Work, Compensation, Payment;

b. Exhibit 2 - Insurance Requirements;

c. Exhibit 3 - Certification Statement for Corporation or Independent Contractor; and

d. Exhibit 4 - Workers' Compensation Exemption Certificate.

A conflict in the contract documents shall be resolved in the priority listed above with this Contract taking precedence over all other documents. The contract documents are the entire contract between the parties and shall supersede any prior representation, written or oral.

STANDARD TERMS AND CONDITIONS

1. Time is of the Essence. Time is of the essence in the performance of this Contract.

2. Subcontracts and Assignment. Contractor shall not subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of the DISTRICT, which may be withheld without cause. In addition to any other provisions the DISTRICT may require, Contractor shall require of any permitted subcontract under this Contract, that the Subcontractor be bound by all the same terms and conditions of this agreement. Such sub-contracts are solely between the Contractor and the Subcontractor and shall not have any binding effect on the DISTRICT.

3. Other Contractors. The DISTRICT may undertake or award other contracts for additional or related work, and the Contractor shall fully cooperate with such other contractors and with any DISTRICT employees concerned with such additional or related work, and shall coordinate its performance under this contract with such additional or related work. The Contractor shall not commit or permit

Contract ID# Contract any act that will interfere with the performance of work by any other contractor or by DISTRICT employees.

4. Independent Contractor Status. Contractor shall certify status as an independent contractor in accordance with Exhibit 3.

5. No Third Party Beneficiaries. The DISTRICT and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

6. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any.

7. Nonperformance. In the event of nonperformance under this contract, the DISTRICT, after seven (7) days written notice, shall have the right to obtain from other sources such products and/or services as may be required to accomplish the work not performed, and it is agreed that the difference in cost, if any, for said work or goods shall be borne by the Contractor. For purposes of this section, nonperformance shall be defined as failure to appear and perform work and/or deliver goods as specified and scheduled.

8. Early Termination. This Contract may be terminated as follows unless otherwise specified herein:

a. The DISTRICT and Contractor, by mutual written agreement, may terminate this Contract at any time.

b. The DISTRICT in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

c. Either the DISTRICT or Contractor may terminate this Contract in the event of a breach of the Contract by the other. Prior to such termination, the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

d. Notwithstanding section 8(c), the DISTRICT may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation or non-renewal of any license, permit, or certificate that Contractor must hold to provide services under this Contract.

9. Payment of Invoices

a. Method of Payment. Contractor shall bill DISTRICT monthly as services are performed.

Payment shall be made as provided in Exhibit 1

b. Payment on Early Termination. Upon termination pursuant to Section 8, payment shall be made as follows:

(i) If terminated under sections 8(a) or 8(b) for the convenience of the DISTRICT, the DISTRICT shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. The DISTRICT shall not be liable for direct, indirect or consequential damages. Termination shall not result in a waiver of any other claim the DISTRICT may have against Contractor.

(ii) If terminated under section 8(c) by the Contractor due to a breach by the DISTRICT, then the DISTRICT shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract.

(iii) If terminated under sections 8(c) or 8(d) by the DISTRICT due to a breach by the Contractor, then the DISTRICT shall pay the Contractor for work performed prior to the termination date provided such work was performed in accordance with the Contract less any setoff to which the DISTRICT is entitled.

10. Non-Discrimination Certification (Required by ORS 279A.110). The Contractor hereby certifies that the Contractor has not discriminated and will not discriminate against a Subcontractor in the awarding of a subcontract because the subcontractor is a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owners or an emerging small business.

11. Tax Compliance Warranty (Required by ORS 279B.045). Contractor represents and warrants that Contractor has complied with the applicable tax laws of this state or a political subdivision of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317 and 318. Contractor covenants that contractor will continue to comply with the tax laws of this state or a political subdivision of this state during the term of this contract. Failure by the Contractor to comply with the applicable tax laws of this state or a political subdivision of this state before the execution of this Contract or during the term of this Contract is a default for which the District may terminate this Contract and seek damages and other relief available under the terms of thus Contract or under applicable law

12. Payment of Laborers (Required by ORS 279B.220). The Contractor shall:

a. Make payment promptly, as due, to all persons supplying to such Contractor labor or material for the prosecution of the work provided for this contract;

b. Pay all contributions or amounts due the Industrial Accident Fund by the Contractor or subcontractors, if permitted, incurred in the performance of this contract;

c. Not permit any lien or claim to be filed or prosecuted against the DISTRICT on account of any labor or material furnished; and

d. Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

If the Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to it by any person in connection with this contract as such claim becomes due, the DISTRICT may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Contractor by reason of such contract.

The payment of a claim in this manner shall not relieve the Contractor or the Contractor's surety, if any, from obligation with respect to any unpaid claims.

13. Payment for Medical Care and Workers Compensation (Required by 279B.230)

a. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services.

b. All subject employers working under the contract are either employers that will comply with

ORS 656.017 or employers that are exempt under ORS 656.126. See Contractor Exemption Certification – Exhibit 4 if you believe you may be exempt from this requirement.

14. Hours of Labor, Pay Equity (Required by ORS 279B.020, 279B.235).

a. The Contractor shall pay the Contractor's employees who work under this Contract at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. Section 201 to 209 from receiving overtime.

b. The Contractor shall comply with ORS 652.220 (Prohibition of discriminatory wage rates based on sex; employer not to discriminate against employee who is a complainant).

Compliance is a material element of the Contract. Failure to comply is a breach that entitles the Owner to terminate the contact for cause.

c. The Contractor may not prohibit any of the Contractor's employees from discussing the employee's rate of wage, salary, benefits or other compensation with another employee or another person, and may not retaliate against an employee who does so.

15. Non-Appropriation/Adequate Funding

a. If payment for work under this Contract extends into the DISTRICT's next fiscal year, DISTRICT's obligation to pay for such work is subject to approval of future appropriations to fund this Contract by the District's Board of Supervisors.

b. Continuation of this Contract, at specified levels, is conditioned on adequate funding under the DISTRICT's budget adopted in June of each year. DISTRICT reserves the right to adjust the level of services in accordance with funding levels adopted.

16. Remedies. In the event of breach of this Contract the parties shall have the following remedies:

a. If terminated under section 8(c) by the DISTRICT due to a breach by the Contractor, the DISTRICT may complete the work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the DISTRICT the amount of the reasonable excess.

b. In addition to the remedies in sections 8 and 9 for a breach by the Contractor, the DISTRICT also shall be entitled to any other equitable and legal remedies that are available.

c. If the DISTRICT breaches this Contract, Contractor's remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

17. 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.

18. Errors. The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this contract without undue delays and without additional cost.

19. Access to Records. The Contractor agrees that the DISTRICT and its authorized representatives shall have access to the books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purpose of making audit, examination, excerpts and transcripts.

Contractor shall maintain all fiscal records directly relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor's performance.

Contractor acknowledges and agrees that the DISTRICT's duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of 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.

20. Ownership of Work. All work products created by the Contractor as part of Contractor's performance of this Contract, including background data, documentation and staff work that is preliminary to final reports, shall be the exclusive property of the DISTRICT. 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 the DISTRICT 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. The DISTRICT shall have no rights in any pre-existing work product of Contractor provided to the DISTRICT by Contractor in the performance of this Contract except to copy, use and re-use any such work product for DISTRICT use only.

If this Contract is terminated by either party or by default, the DISTRICT, 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.

21. Security. Any disclosure or removal of any matter and/or property on the part of the Contractor or

Contractor's employees shall be cause for immediate cancellation of the Contract. Any liability, including, but not limited to, attorney fees, resulting from any action or suit brought against the DISTRICT as a result of the Contractor's or Contractor's employees' willful or negligent release of information, documents or property contained in or on DISTRICT property shall be borne by the Contractor. All information, documents and property contained within these facilities shall be considered privileged and confidential.

22. Compliance with Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to public contracts and to the work done under this Contract, and all regulations and administrative rules established pursuant to those laws.

23. Public Employee Retirement System. Contractor represents and warrants that (a) Contractor is not active as an employee in the Public Employee Retirement System and (b) Contractor has not received wages from the DISTRICT or any other public entity during this calendar or fiscal year.

24. Indemnity and Hold Harmless. Subject to the conditions and limitations of the Oregon Constitution and Oregon Tort Claims Act (ORS 30.260 to 30.300). Contractor shall defend, indemnify, and hold the DISTRICT, its officers, agents and employees, harmless against all liability, loss, costs, or expenses, including attorney's 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 negligent act or omission of an act sustained in any way in connection with the performance of this contract or by conditions created thereby, or based upon violation of any statute, ordinance or regulation. This contractual indemnity provision does not abrogate common law or statutory liability and indemnification to the DISTRICT, but is in addition to such common law or statutory provisions.

25. Insurance. Contractor shall provide insurance in accordance with Exhibit 2.

26. Waiver. Waiver of any default under this Contract by the DISTRICT shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

27. Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and, rules of the DISTRICT, as they appear at the time of signing or any subsequent addenda. Any legal action involving any question arising under this Contract must be brought in Multnomah County Circuit Court. If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the State of Oregon.

28. Severability. 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.

29. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

30. Anti-discrimination Clause. Contractor must comply with all applicable requirements of federal and state civil rights law and rehabilitation statutes and shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits or employment. Contractor shall not discriminate against minority-owned, women-owned or emerging small businesses.

31. Rule of Construction. The rule of construction that a contract is construed against the drafter shall not apply to any dispute over the interpretation of application of the contract.

32. Unsupervised Contact with Students. Criminal Background Checks. This provision is required by statute. “Unsupervised contact” with students means contact that provides the person opportunity and probability for personal communication or touch with students when not under direct supervision by DISTRICT personnel. ORS 326.603; OAR 581-021-0500. Performance under this contract may require or cause Contractor to have direct, unsupervised contact with students. As required by ORS 326.603, Contractor(s) employees must undergo a finger-print based criminal background check before beginning work under this Contract.

33. FERPA Redisclosure. The Parties recognize that the Family Educational Rights and Privacy Act

("FERPA") imposes strict penalties for improper disclosure or redisclosure of confidential student information, including but not limited to denial of access to personally identifiable information from education records for at least five years (20 U.S.C. § 1232g; 34 CFR Part 99). Therefore, consistent with the requirements of FERPA, personally identifiable information obtained by the Parties in the performance of this Contract may not be redisclosed to third parties without written consent of the students' parent/guardian, and must be used only for the purposes identified in this Contract, except as may be required or authorized by law.

34. Notices. All notices or demands of any kind required or desired to be given by DDSD 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 address listed below.

35. Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one and the same agreement.

David Douglas School District Attn: Patt Komar 11300 N.E. Halsey St.

Portland, Oregon 97220

(503) 261-8212 Patt_komar@ddsd40.org

Enter name of contractor Attn: [Enter contact name] Enter address

Enter phone number [Enter email address]

CONTRACTOR DATA AND SIGNATURE

Business Name: Enter name of contractor

Business Address: Enter address

Contractor Phone: Enter phone number

Federal Tax ID# or Social Security #

Is Contractor a nonresident alien? Yes No

Business Designation (check one): Sole Proprietorship Partnership

Corporation-for profit Corporation-non-profit

Other [describe here: _______________________]

Federal tax ID numbers or Social Security numbers are required pursuant to ORS 305.385 and will be used for the administration of state, federal and local laws. Payment information will be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above.

I have read this Contract including the attached Exhibits. I certify that I have the authority to sign and enter into this Contract. I understand the Contract and agree to be bound by its terms.

[Enter title] Signature Title

[Enter name] Name (please print) Date

NOTE: Contractor must also sign Exhibit 3 and (if attached) Exhibit 4.

DAVID DOUGLAS SCHOOL DISTRICT SIGNATURE

(This contract is not binding on the DISTRICT until signed the appropriate signing authority)

Director of Administrative Services Signature Title

Patt Komar Name (please print) Date

EXHIBIT 1

Personal Services Contract

STATEMENT OF WORK, COMPENSATION, AND PAYMENT

I. SERVICES TO BE PROVIDED

A. Description of the Work. Contractor shall market for sale and/or assist in the purchase and lease of certain parcels of real property to be specifically identified by DISTRICT in written amendments to this Contract (“Real Property”). During the term of this Agreement, Contractor will have the exclusive right to market the Real Property.

B. Contingencies. Sale and/or purchase of Real Property is contingent on a determination by the Board of Directors of the David Douglas School District No. 40 pursuant to ORS 271.300 to 271.360 that sale and/or purchase of Real Property is in the best interests of the DISTRICT. The DISTRICT Board retains the right to accept, reject, or condition any sale and/or purchase as it deems appropriate.

C. Contractor's Services when DISTRICT is Selling Real Property.

1. Marketing Strategy. Contractor will utilize its professional expertise to create a marketing strategy and offering memorandum that positions the Real Property in front of the appropriate target markets.

2. Marketing Budget. Contractor will be responsible for all costs of marketing materials, flyers, brochures, financial models, the offering memorandum, advertising, website, and internet listings.

3. Critical Path/Marketing Tasks. Subject to adjustments by mutual agreement of the parties, Contractor will comply with the following property disposition process:

a. Stage I (Underwriting and Packages): The Contractor, in consultation with the DISTRICT, will:

i. Establish a timeline for sales schedule.

ii. Develop a target date for offers to be received.

iii. Develop a time frame for potential buyers to respond to ownership questions relative to offer.

iv. Develop a time frame to review and respond to all offers.

v. Order and/or update environmental reports.

vi. Order and/or update ALTA survey.

vii. Evaluate existing conditions regarding the well.

viii. Compile or develop photographs, aerials, and maps.

ix. Obtain copies of property tax statements for the prior three years.

x. Set up a secure electronic website for all due diligence materials.

xi. Develop an offering memorandum and confidentiality agreement.

b. Stage II (Marketing Process): The Contractor will:

i. Conduct flyer mailing and e-Offering e-mail blast.

ii. Post to the solicitation on company website and broadcast information through the NAI Global network.

iii. Conduct personal call-downs of investor lists.

iv. In consultation with the DISTRICT Director of Administrative Services, arrange and conduct tours for potential buyers.

v. Serve as the developer contact regarding the offering package and their projected development pro formas.

vi. Maintain weekly telephone or e-mail contact with the DISTRICT Director of Administrative Services to report progress and review issues.

vii. Submit written reports as required by the DISTRICT.

viii. Submit letters of intent and/or written offers to the DISTRICT.

ix. Interact with potential buyers, including assisting buyers with their analysis to help ensure submission of offer by deadline.

x. Analyze offers and make recommendations to the DISTRICT.

xi. Respond to buyers regarding their offers.

xii. Review any letters of intent to clarify issues, develop a closing timeline, and address other terms. Any letters of intent to be executed by the DISTRICT are subject to review and approval of the DISTRICT Director of Administrative Services and the DISTRICT Attorney.

c. Stage III (Purchase and Sale Agreement). The Contractor will:

i. Work with the buyer or buyer's legal counsel to respond to inquiries.

ii. Assist in negotiating the final agreement.

iii. Work with the DISTRICT Director of Administrative Services and DISTRICT Attorney on a final agreement. Any Purchase and Sale Agreement submitted for approval to the DISTRICT Council is subject to review and approval of the DISTRICT Director of Administrative Services and the DISTRICT Attorney.

d. Stage IV (Due Diligence Period). The Contractor will:

i. Support a 90-day due diligence period from the date of execution of the PSA.

ii. Assist the buyer with conducting their due diligence.

iii. Document the conclusion of the due diligence period and assist in preparation for closing.

iv. Maintain communications between all parties to the sale.

v. Facilitate delivery of all documents required to close the transaction.

vi. Assist in the transfer of the deed and funds.

D. Contractor's Services when DISTRICT is Purchasing Real Property.

1. Acquisition Strategy. Contractor will utilize its professional expertise to locate real property which is available for purchase or lease and suitable to the DISTRICT.

2. Critical Path/Marketing Tasks. Subject to adjustments by mutual agreement of the parties, Contractor will comply with the following property acquisition process:

i. In consultation with the DISTRICT Director of Administrative Services, arrange and conduct tours for potential buyers.

ii. Maintain weekly telephone or e-mail contact with the DISTRICT Director of Administrative Services to report progress and review issues.

iii. Submit written reports as required by the DISTRICT.

iv. Submit letters of intent and/or written offers from the DISTRICT.

v. Interact with sellers, ensuring submission of offers by deadline.

vi. Analyze at which price to make an offer and make recommendations to the

DISTRICT.

vii. Correspond with sellers regarding offers made by DISTRICT.

viii. Review any letters of intent to clarify issues, develop a closing timeline, and address other terms. Any letters of intent to be executed by the DISTRICT are subject to review and approval of the DISTRICT Director of Administrative Services and the DISTRICT Attorney.

ix. Work with the seller or seller's legal counsel to respond to inquiries.

x. Assist in negotiating the final agreement.

xi. Work with the DISTRICT Director of Administrative Services and DISTRICT Attorney on a final agreement. Any Purchase and Sale Agreement submitted for approval to the DISTRICT Council is subject to review and approval of the DISTRICT Director of Administrative Services and the DISTRICT Attorney.

xii. Maintain communications between all parties to the sale.

xiii. Facilitate delivery of all documents required to close the transaction.

xiv. Assist in the transfer of the deed and funds.

E. Meetings with the DISTRICT Board. At the request of the DISTRICT superintendent, Contractor will attend DISTRICT Board meetings to update the Board and keep the Board informed as to progress or any issues. Such meetings are likely to be conducted in

Executive Session under ORS 192.660(2)(e) (real property negotiations). Contractor will not disclose the content of such discussions.

F. Project Team. The Contractor's project team will be ___________________________.

DISTRICT's project contact is Patt Komar, Director of Administrative Services.

G. Contractor's Proposal. The above-noted services are more fully described in Contractor's Proposal for Real Estate Brokerage Services, dated _________________, and incorporated by reference herein.

II. COMPENSATION.

A. In consideration of the Contractor's services under this Agreement, when the DISTRICT sells real property, the Contractor agrees to pay the Contractor a sale commission in the amount of ___________ percent (__%) of the final sale price at closing. DISTRICT shall pay the commission to Contractor if:

1. The Property is sold or otherwise transferred, whether through Contractor or by DISTRICT or through anyone else prior to the expiration of the Term or any extension thereof; or

2. Any contract for the sale, exchange, or other transfer of the Property is made directly or indirectly by DISTRICT prior to the expiration of the Term or any extension thereof; or within one hundred eighty (180) days after expiration of the Term or any extension thereof, the Property is sold, or otherwise transferred, or an agreement is executed leading to a sale, exchange, or other transfer to any person or entity (or its successors, assigns, affiliates, or family members) with whom Contractor has negotiated or to whom Contractor has submitted the Property in an effort to effect a transaction and whose name appears on any list of such persons or entities which Contractor shall have sent to DISTRICT at the address stated below at any time within ten (10) days immediately following such expiration; provided, however, if Contractor has submitted a written proposal to acquire the Property prior to such expiration, then it shall not be necessary to include such person or entity’s name on the list.

3. This Agreement otherwise provides for payment of a commission to Contractor.

4. When the DISTRICT purchases real property, Contractor shall be paid entirely from the seller’s agent’s commission, and Contractor shall not charge DISTRICT brokerage fees or any other service fees.

B. As used in this Agreement when the DISTRICT seeks to sell real property, the term "sale" shall include an exchange of the Property and the granting of an option to purchase the Property if such are executed within the term of this Agreement. DISTRICT agrees that in the event an option is granted, DISTRICT shall pay Contractor a sales commission as noted above on the price paid for the option and for any extensions thereof. This commission shall be paid upon receipt by DISTRICT of any such payment(s).

In the event such an option is exercised or the optionee (or the optionee's successor or assign) otherwise acquires the Property, whether during the Term or thereafter, DISTRICT shall also pay Contractor a sales commission on the gross sales price of the Property as noted above.

C. In the event that property discounts, sale arrangements, contingencies, warranties of development, or other items impact the sales value of the Property, the commission paid for the Property shall be the actual sales value at closing, inclusive of any such discounts, offsets, or other considerations agreed to or required by DISTRICT.

III. ADDITIONAL TERMS AND CONDITIONS.

A. DISTRICT agrees to cooperate with Contractor in effecting the sale and/or purchase of the Real Property and to immediately refer to Contractor all inquiries of any party interested in the Real Property.

All negotiations are to be through Contractor. Contractor is authorized to accept a deposit from any prospective buyer. Contractor may cooperate with other licensed real estate Contractors.

B. In the event an escrow is opened for sale of the Real Property and DISTRICT accepts an offer to purchase any real property during the Term, or any extension thereof, and the sale is not consummated for any reason, the Term shall be extended for a period of time equal to the number of days that the escrow had been opened and/or the Property had been removed from the market, whichever is longer, provided that, in no event shall such extension(s) exceed one hundred eighty (180) days in the aggregate.

C. If a sale or other transaction for which a commission would have been payable is not consummated, but a security, earnest money, or similar deposit is forfeited or otherwise paid to DISTRICT, then in addition to any other rights of Contractor pursuant to this Agreement or at law, Contractor shall be entitled to one-half (1/2) thereof, but not to exceed the total amount of the anticipated commission.

D. DISTRICT and Contractor agree to comply with all applicable federal, state, and local laws, regulations, codes, ordinances, and administrative orders having jurisdiction over the parties, Property, or the subject matter of this Agreement, including but not limited to the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, The Americans With Disabilities Act, and all other applicable antidiscrimination laws and regulations. It is understood that it may be illegal to refuse to display, lease, or sell to any person because of race, color, religion, national origin, sex, marital status, or physical disability.

E. DISTRICT warrants that the undersigned is the sole owner of its real property and that, except as may be set forth in this Agreement, no person or entity who has an ownership interest in the real property is a foreign person as defined in the Foreign Investment in Real Property Tax Act (commonly known as "FIRPTA").

F. Contractor is authorized, in Contractor's discretion, to provide to prospective purchasers or tenants any information that comes into Contractor's possession regarding the Real Property. DISTRICT agrees to indemnify and hold Contractor harmless from any liabilities, costs, damages and/or expenses, including without limitation attorneys' fees, arising from or connected with any incorrect, incomplete, or misleading information supplied by DISTRICT, or any information which DISTRICT fails to supply, or any incorrect representation of DISTRICT.

G. DISTRICT acknowledges receipt of a form from Contractor disclosing agency relationships in compliance with ORS 696.820 (see Oregon Real Estate Agency Disclosure Pamphlet and Disclosed Limited Agency Agreement for Seller, which are attached and made a part hereof).

H. DISTRICT acknowledges that Contractor is a registered business name of the agents of Contractor who will provide services for DISTRICT, as described in OAR 863-015-0095, and that all fees and commissions due under this Agreement shall be paid to Contractor and not to such individual agents.

I. DISTRICT acknowledges that in some cases Contractor may represent prospective buyers or tenants. DISTRICT desires that the Real Property be presented to such persons or entities and consents to the dual representation created thereby.

J. DISTRICT and its counsel will be responsible for determining the legal sufficiency of any purchase agreement and any other documents relating to any transaction contemplated by this Agreement.

K. Any claim by DISTRICT or Contractor relating to this Agreement, the Real Property, entitlement to commissions or DISTRICT or Contractor's performance hereunder, may be filed in the Small Claims Department of the Circuit Court of the State of Oregon, Multnomah County, if the claim does not exceed the jurisdictional limit of such court. Any claim that is not filed in Small Claims Court shall be resolved by means of binding arbitration with a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association or the rules of the Arbitration Service of Portland, whichever organization is selected by the party who first initiates arbitration by filing with such arbitration service. The arbitrator shall be entitled to award the prevailing party reasonable attorney's fees and other costs and disbursements in accordance with ORCP 68. Any judgment upon the arbitration award rendered by the arbitrator may be entered in any court of competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to the same extent as authorized in Oregon civil judicial proceedings. The arbitrator(s) shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary, or similar type damages.

IV. The DISTRICT shall pay Contractor on the following basis:

The Contractor shall be paid on a monthly basis following receipt of invoice. Contractor must provide an itemized invoice detailing dates worked, description of work performed, and total amount for the invoice. Invoices should be submitted to David Douglas School District Business Office, 11300 N.E.

Halsey St., Portland, OR 97220, or by email to accounts_payable@ddouglas.k12.or.us. All invoices must be received within 30 days of the date of service. Questions can be referred to the Business Office at (503) 261-8212.

V. DISTRICT will pay expenses on the following terms and conditions:

The DISTRICT will pay a maximum of $[Enter dollar amount] for local travel-related expenses and other miscellaneous. This figure is included in, and not in addition to, the $[Enter dollar amount] figure listed in paragraph 2 above.

**The DISTRICT shall have the right to withhold from payments due Contractor such sums as are necessary in the DISTRICT's sole opinion to protect the DISTRICT from any loss, damage, or claim which may result from Contractor's failure to perform in accordance with the terms of the Contract or failure to make proper payment to suppliers or subcontractors.

EXHIBIT 2

INSURANCE REQUIREMENTS

Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below:

Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage in accordance with ORS Chapter 656 for all subject workers.

Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027 (See Exhibit 4).

THIS COVERAGE IS REQUIRED. Attach Certificate of Insurance. If Contractor does not have coverage and claims to be exempt, attach Exhibit 4 in lieu of Certificate.

Professional Liability/E&O insurance with a combined single limit of not less than ☐ $500,000, ☐ $1,000,000, ☐ $2,000,000 each claim, incident, or occurrence, with an annual aggregate limit of ☐ $500,000, ☐ $1,000,000, ☐ $2,000,000. This is to cover damages caused by error, omission, or negligent acts related to professional services provided under this Contract. This coverage must be provided and remain in force for two years after the completion of the contract.

☐ Required by DISTRICT ☒ Not required by DISTRICT

Commercial General Liability insurance, on an occurrence basis, with a limit of not less than ☐ $500,000, ☐ $1,000,000, ☒ $2,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of ☐ $500,000, ☐ $1,000,000, ☒ $3,000,000. This insurance must include contractual liability coverage.

☒ Required by DISTRICT ☐ Not required by DISTRICT

Commercial Automobile Liability insurance with a combined single limit, or the equivalent of not less than ☐ $500,000, ☒ $1,000,000, ☐ $2,000,000 each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles.

☒ Required by DISTRICT ☐ Not required by DISTRICT

Additional Requirements. Coverage must be provided by an insurance company admitted to do business in Oregon or rated A- or better by Best's Insurance Rating. Contractor shall pay all deductibles and retentions. A cross-liability clause or separation of insureds condition must be included in all commercial general liability policies required by this Contract. Contractor's coverage will be primary in the event of loss.

Certificate(s) of Insurance Required. Contractor shall furnish a current Certificate(s) of Insurance to the DISTRICT prior to contract execution. The Certificate(s) shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without 30 days written notice from the Contractor's insurer to the DISTRICT. The Certificate(s) shall also state the deductible or retention level. For commercial general liability the Certificate shall also provide that the DISTRICT, its agents, officers, and employees are Additional Insureds with respect to Contractor's services to be provided under this Contract. An additional insured endorsement shall be attached to the certificate of insurance. No work shall commence until the District receives the certificate and additional insured endorsement. If requested, complete copies of insurance policies shall be provided to the DISTRICT.

EXHIBIT 3

CERTIFICATION STATEMENT FOR CORPORATION

OR INDEPENDENT CONTRACTOR

NOTE: Contractor Must Complete A or B below:

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP

I certify under penalty of perjury that Contractor is a [check one]: Corporation Limited Liability Company Partnership authorized to do business in the State of Oregon.

Signature Title Date

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR

Contractor certifies under penalty of perjury that the following statements are true:

1. If Contractor is providing labor or services under this Contract for which registration is required under ORS

Chapter 701, Contractor has registered as required by law, and

2. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and

3. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business, and

4. All of the statements checked below are true.

NOTE: Check all that apply. You must check at least four (4) to establish that you are an

Independent Contractor.

A. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence which is set aside as the location of the business.

B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association.

C. My business telephone listing is separate from my personal residence telephone listing.

D. I perform labor or services only under written contracts.

E. Each year I perform labor or services for at least two different persons or entities.

F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide.

Contractor Signature Date

EXHIBIT 4

Workers' Compensation Exemption Certificate

(To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements)

Contractor is exempt from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reason (check the appropriate classification):

___ SOLE PROPRIETOR

Contractor is a sole proprietor, and Contractor has no employees, and Contractor will not hire employees to perform this contract.

___ CORPORATION - FOR PROFIT

Contractor's business is incorporated, and All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and All work will be performed by the officers and directors; Contractor will not hire other employees to perform this contract.

___ CORPORATION - NONPROFIT

Contractor's business is incorporated as a nonprofit corporation, and Contractor has no employees; all work is performed by volunteers, and Contractor will not hire employees to perform this contract.

___ PARTNERSHIP

Contractor is a partnership, and Contractor has no employees, and All work will be performed by the partners; Contractor will not hire employees to perform this contract, and Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.**

___ LIMITED LIABILITY COMPANY

Contractor is a limited liability company, and Contractor has no employees, and All work will be performed by the members; Contractor will not hire employees to perform this contract, and If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.**

*NOTE: Under OAR 436-50-050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation, or if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders.

**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated.

Contractor Printed Name Contractor Signature

Contractor Title Date