Attachment C Sample Contract NEW.pdf

David Douglas School District Learn – Grow - Thrive

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ATTACHMENT C – SAMPLE CONTRACT

DAVID DOUGLAS SCHOOL DISTRICT NO. 40

CONTRACT FOR GOODS AND/OR SERVICES

This Contract for Goods and/or Services (this “Contract”) is between David Douglas School

District No. 40, a public school district of the State of Oregon (“District”), and

_____________________________ (“Contractor”) (each a “Party,” and collectively, the

“Parties”).

The Parties agree as follows:

Effective Date and Termination Date. The effective date of this Contract is ________________, or the date on which the Parties have signed this Contract, whichever is later. Unless terminated earlier under Section 10 of this Contract, the termination date will be

Contractor’s Agreement to Provide Goods or Services. Contractor will provide District with the goods or services described in Exhibit A to this Contract (Statement of Work/Deliverables).

Contract Documents. The Contract Documents comprise this Contract and the following exhibits (all of which are part of this Contract):

Exhibit A (Statement of Work/Deliverables);

Exhibit B (District’s Request for Proposal;

Exhibit C (Contractor’s Proposal);

Exhibit D (Certification Statement for Corporation or Independent Contractor);

Exhibit E (Workers’ Compensation Exemption Certificate; to be used only when

Contractor claims to be exempt from workers’ compensation coverage requirements);

Exhibit F (Insurance Requirements).

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Any conflict in the Contract Documents will be resolved in the order listed above, with this

Contract taking precedence over all other documents.

Standard Terms

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

2. Subcontracts. 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 District, which may be withheld without cause. In addition to any other provisions that District may require, Contractor shall require that any subcontractor under this Contract be bound by all the same terms and conditions of this

Contract. Such subcontracts are solely between Contractor and the subcontractor and shall not bind District.

3. Intergovernmental Cooperative Contract. Pursuant to the Public Contracting Code (ORS

279A.215), other public contacting agencies may purchase the goods, services, consultants services, or personal services awarded as a result of this solicitation under the same terms and condition as set forth in this Contract. The District makes no guarantee to the Contractor that other public agencies will enter into contracts pursuant to this authorization. Any such contracts shall be between the Contractor and the participating contracting agency and shall not affect the Contractor’s obligations to the District. Any estimated purchase volumes shown in this Contract reflect only the needs or anticipated needs of the District. The District makes no representation to other public contracting agencies regarding their authority to enter into a contract pursuant to this cooperative procurement under the above-noted statutes, other applicable law, or local rule. Each public contracting agency must make such determination for itself. By executing this Contract, Contractor agrees to extend the terms, conditions and prices in this Contract to contracts with other purchasing contracting agencies as provided in ORS

279A.215.

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4. Other Contractors. District may undertake or award to other contractors additional or related work. Contractor must fully cooperate with these other contractors and any

District employees concerned with this additional or related work and coordinate its performance under this Contract with them. Contractor may not commit or permit any act that will interfere with the performance of work by any other contractor or by

District employees.

5. Independent Contractor Status. Contractor certifies that it is an independent contractor as set forth in Exhibit B to this Contract. Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for services under this

Contract.

6. No Third-Party Beneficiaries. 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 any third party.

7. 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.

8. Nonperformance. In the event of Contractor’s or any subcontractor’s nonperformance under this Contract, District, after seven days’ written notice to Contractor, may obtain from other sources any products or services as required to accomplish the purposes of this Contract. Contractor must pay the difference in cost, if any, for these products or services. For purposes of this Section 7, “nonperformance” means the failure to appear and perform work or deliver goods as specified and scheduled.

9. Payment.

a. Payment Schedule. District will pay Contractor for Deliverables as they are provided in accordance with Exhibit A.

b. Monthly Invoices. Contractor will provide District with monthly invoices detailing

Deliverables provided and reimbursable expenses (i) incurred in the preceding month and (ii) previously billed. Invoices must include itemization of all approved

Contract amendments, whether or not they are currently being billed.

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Contractor expressly waives any right to additional payment for any Deliverables in the absence of District’s written authorization or request.

c. Payment Method and Timing. Upon acceptance of Deliverables, invoice approval, and satisfaction of the terms of this Contract, District must pay

Contractor for Deliverables provided and for reimbursable expenses authorized under this Contract within 30 days of receiving the invoice. If either Party terminates this Contract early in accordance with Section 10, Contractor may bill

District, and District must pay, for all undisputed invoices for Deliverables provided through the effective date of the notice of termination.

d. Reimbursables; Proof of Payment. Upon District’s request, Contractor must provide to District all records of reimbursable expenses, expenses pertaining to a change in Deliverables, and any Deliverables provided on the basis of hourly rates or expense. Contractor must save these records for at least three years after final payment. Upon District’s request, Contractor must also provide

District with proof of payment to any vendor or subcontractor.

e. Errors; Fee Adjustments. Contractor must perform any additional work that might be necessary to correct errors or omissions in Deliverables without undue delay and without additional cost. Regardless of the structure of Contractor’s fees, the fees may be adjusted downward if, in accordance with this Contract, District reduces Deliverables to be provided by Contractor.

10. Requirements Relating to Goods. If this Contract involves the purchase of “goods,” as that term is defined in ORS 279A.010, the following terms are part of this Contract.

a. Delivery of Goods. All deliveries will be FOB destination with all transportation and handling charges paid by Contractor, unless otherwise specified in an exhibit to this Contract. If specifically authorized to ship goods FOB shipping point, Contractor must send the goods by the cheapest method, prepay the shipping costs, and bill District with an itemized accounting of these costs. In the case of any COD shipment, responsibility for loss or damage to the goods will remain with Contractor until final inspection and acceptance of the goods by District, at which time responsibility for the goods will pass to District except as to latent defects, fraud, or Contractor’s warranty obligations.

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b. Inspection of Goods. Goods provided under this Contract are subject to inspection and testing by District at times and places determined by District. If

District determines that any goods are incomplete or not in compliance with this

Contract, District, in its sole discretion, may either reject the goods, require

Contractor to correct any defects without charge, or negotiate with Contractor to sell the goods to District at reduced prices, whichever option District deems equitable under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by District, District may reject the goods and cancel this Contract in whole or in part. Any rejection of goods or materials, whether held by District or returned to Contractor or the applicable subcontractor, will be at Contractor’s risk and expense. Nothing in this paragraph in any way affects District’s rights as a buyer under the Uniform Commercial Code (UCC), including the rights and remedies relating to rejection under

ORS 72.6020 or revocation of acceptance under ORS 72.6080.

c. Purchase Order Number Required. All invoices, packing lists, packages, shipping notices, and any other written document affecting this Contract must contain the applicable purchase order number. A packing list indicating the contents of the shipment must be enclosed with every shipment under this Contract, and each container must be marked with the purchase order number.

d. Warranties. Unless otherwise stated, all goods must be free of all encumbrances, be new (and, if applicable, the current model), and carry full manufacturer warranties. Contractor warrants that all goods delivered are free from defects in labor, material, and manufacture and are in compliance with the specifications set out in this Contract. All implied and express warranty provisions of the UCC are hereby incorporated into this Contract.

e. Cash Discount. If District is entitled to a cash discount, the period of computation will start on the date the entire order is delivered or on the date the invoice is received, whichever is earlier.

11. Early Termination. This Contract may be terminated before the end of term stated above, as follows:

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a. Mutual Termination. District and Contractor, by mutual written agreement, may terminate this Contract at any time.

b. Unilateral Termination. District, in its sole discretion, may terminate this

Contract for any reason on 30 days’ written notice to Contractor.

c. Termination for Breach. Either District or Contractor may terminate this Contract if this Contract is breached by the other. Before termination, the Party seeking termination must give the other Party written notice of the breach and the intent to terminate. If the Party committing the breach has not entirely cured the breach within 15 days of delivery of the notice, the Party giving the notice may terminate this Contract at any time thereafter by giving a written notice of termination. If the breach cannot be cured, however, no advance notice is required and the nonbreaching Party may immediately terminate this Contract with written notice of termination.

d. Other. Notwithstanding subsection 10(c), District may immediately terminate this Contract by written notice to Contractor upon the denial, suspension, revocation, or nonrenewal of any license, permit, or certificate that Contractor must hold to provide Deliverables.

12. Payment on Early Termination. Upon termination under Section 8, payment shall be made as follows:

a. If terminated under subsection 10.a or 10.b, District shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with this Contract. District shall not be liable for direct, indirect, or consequential damages. Termination shall not result in a waiver of any other claim that District may have against Contractor.

b. If terminated under subsection 10.c by Contractor due to a breach by District, District shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with this Contract.

c. If terminated under subsection 10.c by District due to a breach by Contractor, or if terminated under subsection 10.d, District shall pay Contractor for work

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performed prior to the termination date, provided such work was performed in accordance with this Contract, less any setoff to which District is entitled.

13. Nondiscrimination (Required by ORS 279A.110). Contractor may not discriminate against a disadvantaged business enterprise, a minority-owned or women-owned business, an emerging small business certified under ORS 200.055, or a veteran owned business. Additionally, Contractor must comply with all applicable requirements of federal and state civil-rights law and rehabilitation statutes and must 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.

14. Tax-Compliance Warranty (Required by ORS 279B.045). Contractor represents and warrants that Contractor has complied with the applicable tax laws of the State of Oregon or a political subdivision of the State of Oregon (collectively, the “Tax Laws”), including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318.

Contractor covenants that it will continue to comply with the Tax Laws during the term of this Contract. Contractor’s failure to comply with the Tax Laws before the execution of this Contract or during the term of this Contract is a default for which District may terminate this Contract and seek damages and other relief available under the terms of this Contract or applicable law.

15. Payment of Laborers (Required by ORS 279B.220). Contractor must:

a. Make payment promptly, as due, to all persons supplying to Contractor labor or material for the provision of Deliverables;

b. Pay all contributions or amounts owed to the Industrial Accident Fund by

Contractor or any permitted subcontractor that are incurred in the performance of this Contract;

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

d. Pay to the Department of Revenue all sums withheld from employees under

ORS 316.167.

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If Contractor does not promptly pay any claim for labor or service provided to it by any person in connection with this Contract as the claim becomes due, District may pay the claim to the person providing the labor or service and charge the amount of the payment against funds due or to become due to Contractor from District under this

Contract. The payment of a claim in this manner will not relieve Contractor or

Contractor’s surety, if any, from any obligation with respect to any unpaid claims.

16. Hours of Labor; Pay Equity; Salary Discussions (Required by ORS 279B.020, 279B.235).

a. Maximum Hours. Contractor may not employ any person for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or when the public policy absolutely requires it. In such cases, except in cases of agreements for personal services as defined in ORS 279A.055, Contractor must pay the laborer at least time and a half for the following:

(i) All overtime in excess of 8 hours in any one day or 40 hours in any one week when the workweek is five consecutive days, Monday through

Friday; and

(ii) All overtime in excess of 10 hours in any one day or 40 hours in any one week when the workweek is four consecutive days, Monday through

Friday; and

(iii) All work performed on Saturday or Sunday, or on any legal holiday specified in any applicable collective bargaining agreement or in

ORS 279B.020(1)(b)(B-G).

b. Exception. The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week does not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 USC §§ 201-09 from receiving overtime.

c. Notice to Employees. Contractor must give notice in writing to its employees who perform work under this Contract, at the time of hire, before commencement of work under this Contract, or by posting a notice in a location

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frequented by employees, of the number of hours per day and days per week that the employees might be required to work.

d. Prohibition on Discriminatory Wage Rates Based on Sex. Contractor shall comply with ORS 652.220 (addressing the prohibition of discriminatory wage rates based on sex and that employer is not to discriminate against an employee who is a complainant). Compliance is a material element of this Contract. Failure to comply is a breach that entitles District to terminate this Contract for cause.

e. Salary Discussion. Contractor may not prohibit any of its employees from discussing the employee’s wages, salary, benefits, or other compensation with another employee or another person, and Contractor may not retaliate against an employee who does so.

f. Exemption. This Section 15 does not apply to contracts that are solely for goods or personal property that do not include the provision of services.

17. Payment for Medical Care and Workers’ Compensation (Required by ORS 279B.230).

a. Contractor must promptly, as due, pay to any person, copartnership, association, or corporation furnishing medical, surgical, or hospital care services or other needed care and attention, incident to sickness or injury, to Contractor’s employees, all sums that Contractor has agreed to pay for the services and all sums that Contractor has collected or deducted from employees’ wages under any law or agreement for the purpose of providing or paying for those services.

b. All subject employers working under this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. If

Contractor believes that it might be exempt from this requirement, Contractor should complete and execute the Workers’ Compensation Exemption Certificate, attached as Exhibit C to this Contract.

18. Condition Concerning Salvaging, Recycling, Composting, or Mulching Waste Material

(Required by ORS 279B.225). If this Contract involves lawn or landscape maintenance, Contractor must salvage, recycle, compost, or mulch yard-waste material at an approved site, if feasible and cost-effective.

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19. Printing, Binding, and Stationery Work (Required by ORS 282.210). If this Contract relates to printing, binding, or stationery work, that work must be performed in the state of Oregon, unless subject to an exception under ORS 282.210(2).

20. Asbestos Abatement. If this Contract requires asbestos abatement, Contractor and any subcontractor must possess an asbestos abatement license, as required under

ORS 468A.710.

21. Sexual Abuse and Misconduct Reporting and Training (ORS 339.370 to 339.400).

Contractor and its agents and employees providing services to District under this

Contract must be trained annually on sexual abuse and misconduct information and reporting as required by ORS 339.400(2).

22. Nonappropriation/Adequate Funding.

a. If payment for work under this Contract extends into District’s next fiscal year (July 1 to June 30), District’s obligation to pay for such work is subject to appropriation of budgeted funds sufficient to fund this Contract by the District board of directors.

b. Continuation of this Contract, at specified levels, is conditioned on adequate funding under 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.

23. Errors. 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.

24. Access to Records. Contractor agrees that District and its authorized representatives shall have access to the books, documents, papers, and records of Contractor that are pertinent to this Contract for the purpose of performing financial or performance audits or for review and copying. 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 shall retain and keep

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accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of seven 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.

25. Ownership of Work. All work product created by 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 District. If any such work product contains intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants

District a perpetual, royalty-free, fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, reuse (in whole or in part), all such work product, and to authorize others to do so. District shall have no rights in any preexisting work product of Contractor provided to District by Contractor in the performance of this Contract except to copy, use, and reuse any such work product for District use only. If this Contract is terminated by either Party or by default, District, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver such partially completed work product, reports, or other documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract.

26. Work Performed on District Property. Contractor shall comply with the following when work is performed on District property:

a. Identification. Contractors performing work on District property or for District shall be in appropriate attire all times. In addition, all such persons shall carry photo identification and will present such to any District officer or employee upon request.

b. No Smoking. Smoking or other use of tobacco is prohibited on District property.

c. No Drugs. District property sites and schools served by District are drug-free zones.

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

e. Safety. Before instituting work on District property, Contractor, its subcontractors, and suppliers shall review the safety and security policies issued by District’s Risk Management Department and shall comply with those policies while on District property.

f. Confidentiality. Contractor will not disclose any information or records regarding students or their families that Contractor may learn or obtain in the course and scope of Contractor’s performance of this Contract.

27. FERPA Redisclosure. As required by the Family Educational Rights and Privacy Act, 20 USC § 1232(g) (FERPA), and ORS 326.565, Contractor may not disclose any information or records regarding students or their families that Contractor might learn or obtain in the course and scope of its performance of this Contract. The Parties recognize that 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

(34 CFR § 99.67(e)). Therefore, consistent with FERPA’s requirements, personally identifiable information that Contractor obtains in the performance of this Contract may not be redisclosed to third parties without the written consent of the student’s parent or guardian and must be used only for the purposes identified in this Contract.

28. Unsupervised Contact with Students/Background Checks. Unsupervised contact with students means contact with students that provide the person opportunity and probability for personal communication or touch when not under direct supervision.

Contractor will ensure that Contractor, any subcontractors, and their officers, agents and employees will have no direct unsupervised contact with students while on District property. Contractor will work with the District to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, agents or employees will have direct, unsupervised, contract with students in a particular circumstance or circumstances, Contractor shall notify the District prior to beginning any Work that could result in such contact. Contractor authorizes the District to obtain information about Contractor and Contractor’s history and to conduct a

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criminal background check, including fingerprinting, of any officer, agent or employee of

Contractor that will have unsupervised contact with students. Contractor also agrees to cause Contractor’s employees and/or subcontractors, if any, to authorize the District to conduct such background checks. Contractor shall pay all fees assessed by the Oregon

Department of Education for processing the background check. The District may deduct the cost of such fees from a progress or final payment to the Contractor under this contract, unless the Contractor elects to pay such fees directly. Contractor shall not deploy any employee or agent to provide services under this Contract if (a) the employee or agent would have direct, unsupervised contact with students as determined by the District; and (b) the employee or agent has been convicted of a crime listed in ORS 342.143(3).

29. Contractor Employees and Agents. Contractor agrees that, upon request by District, it shall remove any Contractor employee or agent from providing services to District under this Contract.

30. Hazardous Substances. Contractor shall notify District before using products containing hazardous substances to which District’s students or employees may be exposed.

“Hazardous substance” is defined in ORS 453.005(7). Upon District’s request, Contractor shall immediately provide District with safety data sheets for all hazardous substances.

31. Public Employees Retirement System. Contractor represents and warrants that

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

32. Force Majeure. Neither District nor Contractor shall be responsible for delay, default, or termination of this Contract caused by any contingency beyond their control, including but not limited to war or insurrection (whether declared or not); plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crises, including but not limited to quarantine or other restrictions as directed by state or federal government; compliance with any law or governmental order, rule, regulation or direction; strikes or lockouts by either Party’s own employees; walkouts by either

Party’s own employees; fires; natural calamities; riots; or requirements of governmental agencies.

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33. Indemnity and Hold Harmless. Contractor shall defend, indemnify, and hold harmless

District, its officers, agents, and employees against all liability, loss, costs, or expenses, including attorney 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 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 District, but is in addition to such common law or statutory provisions.

34. Insurance. Contractor shall provide proof of insurance in accordance with Exhibit D.

35. Further Acts. The Parties must perform any further acts and sign and deliver any further documents that might be reasonably necessary to carry out the terms of this Contract.

36. Entire Contract. The Contract Documents represent the final and entire agreement of the Parties. Accordingly, they supersede all prior and contemporaneous oral or written communications between the Parties and their agents or representatives. There are no terms other than those contained in the Contract Documents.

37. Amendments. Any amendment of this Contract, or consent to or waiver of its terms, must be in writing and signed by an authorized representative of each Party.

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

39. Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and rules of District. 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, it shall be brought and conducted in the United States District Court for the District of Oregon.

40. 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

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the Parties shall be construed and enforced as if this Contract did not contain the particular term or provision held to be invalid.

41. 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 and signed by the Parties. Any written waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given.

42. Antidiscrimination 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, emerging small businesses, or a business that is owned by a service-disabled veteran.

43. Attorney Fees. If a suit or action is filed to enforce any of the terms of this Contract, the prevailing party shall be entitled to recover from the other party any sum that a court, including any appellate court, may adjudge reasonable as attorney fees, in addition to costs and disbursements provided by statute. If the prevailing party is represented by

“in-house” counsel, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based upon the reasonable time incurred and the attorney fee rates and charges reasonably and generally accepted in the metropolitan Portland, Oregon, area for the type of legal services performed.

44. 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 this

Contract.

45. Notices and Communications. Notices and communications between the Parties must be sent to the following addresses:

If to District: David Douglas School District No. 40

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Attn: [Insert Name and Title]

[Address]

[Address]

Telephone:

Email:

If to Contractor: [Contractor Name]

Attn:

[Address]:

[Address]:

Telephone:

E-mail:

The Party giving notice must provide notice in writing, dated and signed by a duly authorized representative of that Party. Notice is not effective for any purpose unless served in one of the following ways:

a. If notice is given by personal delivery, it will be deemed delivered on the day of delivery.

b. If notice is given by overnight delivery service, it will be deemed delivered one day after the date deposited, as indicated by the delivery service.

c. If notice is given by United States mail, it will be deemed delivered three days after the date deposited, as indicated by the postmark date.

d. If notice is given by registered or certified mail with postage prepaid, return receipt requested, it will be deemed delivered on the day the notice is signed for.

[Signature page follows]

CONTRACTOR DATA and SIGNATURE

Full Business Name:

Address:

City, State, ZIP:

Business Telephone:

Facsimile:

Email:

Federal Tax Identification Number (TIN) or Social Security Number (SSN):

Contractor must submit a completed “Request for Taxpayer Identification Number and

Certification” (Form W-9) with this signed Contract. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN, whichever is applicable, provided by Contractor.

Contractor certifies under penalty of perjury that Contractor is a:

Sole Proprietor Corporation Limited Liability Company Partnership Other [describe:

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 this Contract and agree to be bound by its terms. Note: Pursuant to District Public Contracting Rule District-45-0200(6), no work can begin under this Contract prior to full execution by all authorized signatories.

Signature

Title

Name (please print)

Date

NOTE: Contractor must also sign Exhibit D and, if attached, Exhibit E.

DAVID DOUGLAS SCHOOL DISTRICT NO. 40 SIGNATURE

Signature

Title

Name (please print)

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EXHIBIT A

STATEMENT OF WORK/DELIVERABLES

1. Contractor shall perform the following work: DESCRIBE OR REFER TO EXHIBIT, SUCH AS

CONTRACTOR’S PROPOSAL OR THE RFP.

2. The maximum total payment under this Contract, including expenses: DESCRIBE OR

REFER TO EXHIBIT, SUCH AS CONTRACTOR’S PROPOSAL OR THE RFP.

3. District shall pay Contractor on the following basis: DESCRIBE OR REFER TO EXHIBIT, SUCH AS CONTRACTOR’S PROPOSAL OR THE RFP.

4. District will pay expenses on the following terms and conditions: DESCRIBE OR REFER

TO EXHIBIT, SUCH AS CONTRACTOR’S PROPOSAL OR THE RFP.

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EXHIBIT D

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.

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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

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EXHIBIT E

Professional/Personal Services Contract

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 box):

___ 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.**

C-2

___ 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 436-50-0050, “substantial ownership” means “a percentage of ownership equal to or greater than the average percentage of ownership of all the owners, or ten percent, whichever is less.”

**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

D-1

EXHIBIT F

INSURANCE REQUIREMENTS

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

Additional Requirements. Coverage must be provided by an insurance company admitted to do business in Oregon or rated A- or better by A.M. Best’s Insurance Ratings. Contractor shall pay

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 Ex. C).

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

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 this 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 $1,000,000 $2,000,000 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

D-2 all deductibles and retentions. A cross-liability clause or separation of insured’s 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 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 Contractor’s insurer to District. The Certificate(s) shall also state the deductible or retention level. For commercial general liability, the Certificate shall also provide that 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. No work shall commence until District receives the Certificate and additional-insured endorsement. If requested, complete copies of insurance policies shall be provided to District.