Attachment C Sample Contract v2 Alternative~1.pdf

ATTACHMENT C – SAMPLE CONTRACT RFP NUMBER 10.7.26.1

GOODS/SERVICES/CONSTRUCTION SERVICES CONTRACT - 1 -

4877-6649-0798.1

DAVID DOUGLAS SCHOOL DISTIRCT NO. 40

CONTRACT FOR GOODS, SERVICES, AND CONSTRUCTION SERVICES

REQUIRING PAYMENT OF PREVAILING WAGES1

This Contract is between David Douglas School District No. 40, a public school district of the State of Oregon (the "DISTRICT"), and INSERT CONTRACTOR NAME ("Contractor") (collectively, the "Parties"), to provide INSERT SHORT DESCRIPTION OF GOODS AND/OR

SERVICES.

The Parties agree as follows:

Effective Date and Termination Date. The effective date of this contract shall be INSERT START DATE or the date on which each Party has signed this Contract. Unless earlier terminated as provided below, the termination date shall be INSERT TERMINATION DATE.

Statement of Work. Contractor shall perform the work described in Exhibit 1. In performing the scope of work, Contractor shall meet the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods and/or services.

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:

this Contract;

• exhibits to this Contract, including o Exhibits 1 (Statement of Work, Compensation, Payment and Renewal Terms);

o Exhibit 2 (Insurance Requirements);

o Exhibit 3 (Certification Statement for Corporation or Independent Contractor) o INSERT ADDITIONAL EXHIBITS AS NECESSARY, e.g. RFP, Contractor's

Proposal, design documents, or other documents that need to be contractual.

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.

1 Use this form of agreement for goods and services contracts that are not "public improvement contracts" but that involve some construction or installation services by Covered Workers as defined by the Bureau of Labor and Industries and/or where state or federal prevailing wages are required. State prevailing wages are required if the total contract price (including goods, services, and construction or installation services) exceeds $50,000.

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 all subcontractors be bound by all the same terms and conditions of this Contract. Such subcontracts are solely between Contractor and subcontractors and shall not have any binding effect on the DISTRICT.

3. Independent Contractor Status. By its signature on this Contract, Contractor certifies that the service or services to be performed under this Contract are those of an independent contractor as defined in ORS 670.600, and that Contractor is solely responsible for the work performed under this Contract. Contractor represents and warrants that Contractor and its subcontractors, employees, and agents are not "officers, agents, or employees" of the DISTRICT within the meaning of the Oregon Tort Claims Act (ORS 30.260 through 30.300). Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for services under this Agreement

4. 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.

5. 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.

6. 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 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.

7. 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 paragraph 7(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.

8. 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 paragraph 7, payment shall be made as follows:

(i) If terminated under 7(a) or 7(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 7(c) by Contractor due to a breach by the DISTRICT, then the DISTRICT shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract.

(iii) If terminated under 7(c) or 7(d) by the DISTRICT due to a breach by Contractor, then the DISTRICT shall pay 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.

9. Goods. If this Contract includes the purchase of "goods" as defined in ORS 279A.010(1)(i), Contractor shall comply as follows:

a. Delivery of Goods. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by Contractor, unless otherwise specified in the solicitation documents. If specifically authorized to ship goods F.O.B. point of origin, Contractor agrees to prepay all shipping charges, route by cheapest method, and bill DISTRICT as a separate item on the invoice for said charges. DISTRICT will refuse to accept any C.O.D. shipment. Responsibility and liability for loss or damage shall remain with Contractor until final inspection and acceptance, when responsibility shall pass to DISTRICT except as to latent defects, fraud, and Contractor's warranty obligations.

b. Inspection of Goods. Goods furnished under the Contract shall be subject to inspection and test by DISTRICT at times and place determined by DISTRICT.

If DISTRICT finds goods furnished to be incomplete or not in compliance with the Contract, DISTRICT, at 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 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 the Contract in whole or in part. Any rejection of goods or materials whether held by DISTRICT or returned, will be at Contractor's risk and expense. Nothing in this paragraph shall in any way affect or limit DISTRICT's rights as Buyer under the UCC, including the rights and remedies relating to rejection under ORS 72.6020 and 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 shall contain the applicable purchase order number. Packing list(s) shall be enclosed with each and every shipment pursuant to this Contract indicating the contents therein. Each container (box, bag, etc.) shall show the purchase order number.

d. Warranties. Unless otherwise stated, all goods shall be free and clear of any liens or encumbrances and shall be new (and, if applicable, the current model) and shall carry full manufacturer warranties. Contractor warrants all goods delivered to be free from defects in labor, material, and manufacture and to be in compliance with the specifications set out in this Contract. All implied and express warranty provisions of the UCC are hereby incorporated by reference. Further, Contractor represents and warrants to DISTRICT that Contractor has the power and authority to enter into and perform this Contract and that this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor, enforceable in accordance with its terms.

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

10. Services: Hours of Labor, Pay Equity (Required by ORS 279B.020, 279B.235). If this Contract includes the performance of "services" as defined in ORS 279A.010(1)(kk):

a. Contractor shall 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 where the public policy absolutely requires it, and in such cases, except in cases of Contracts for personal services as defined in ORS 279A.055, the laborer shall be paid at least time and a half pay: (a) for all overtime in excess of eight hours a day or 40 hours in any one week when the workweek is five consecutive days, Monday through Friday; or (b) for all overtime in excess of 10 hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through

Friday; and (c) for work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279B.020(1)(b)(B) to (G).

b. 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. Contractor may not prohibit any of 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.

11. ORS 279A.110 (Nondiscrimination Certification). Contractor certifies that it has not discriminated and will not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a disadvantage business enterprise, a minority-owned business, a women-owned business, a veteran owned business, or an emerging small business enterprise certified under ORS 200.055.

12. 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 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 this Contract or under applicable law.

13. Payment of Laborers (Required by ORS 279B.220). 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 in this Contract;

b. Pay all contributions or amounts due the Industrial Accident Fund by 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 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 Contractor by reason of such contract.

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

14. Payment for Medical Care and Workers Compensation (Required by

ORS 279B.230)

a. Contractor shall promptly, as due, make payment to any person, copartnership, 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 Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that 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 this Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

15. Payment of Prevailing Wages (Required by ORS 279C.800 to 279C.870)

a. This Contract is subject to payment of prevailing wages under ORS 279C.800 to 279C.870. Each worker that Contractor, any subcontractor, or other person who is party to the contract uses in performing all or part of the Contract must be paid not less than the applicable prevailing rate of wage for each trade or occupation as defined by the Director of the State of Oregon Bureau of Labor and Industries ("BOLI") in the applicable publication entitled Definitions of Covered Occupations for Public Works Contracts in Oregon. The prevailing wage rates for public works contracts in Oregon are contained in the following publications:

The September 3, 2026 Prevailing Wage Rates for Public Works Projects in Oregon, the September 3, 2026 PWR Apprenticeship Rates. Such publications can be reviewed electronically at https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx and are hereby incorporated as part of the Contract Documents.

b. This Contract is _____ /is not __X__ also subject to payment of prevailing wages under the federal Davis-Bacon Act (40 U.S.C. 3141 et seq.). Notwithstanding subsection j(i) of this section, if this Contract is subject to payment of prevailing wages under the Davis-Bacon Act, Contractor and any subcontractors must pay the higher of the federal prevailing wage rate or the state prevailing wage. The latest state prevailing wages can be reviewed as set forth in subsection j(i) of this section. The latest federal prevailing wage rates can be reviewed electronically at http://www.wdol.gov/Index.aspx (Search for Oregon, Multnomah County, Building Construction Type) and are hereby incorporated by reference as part of the Contract Documents. Contractors shall follow all prevailing wage rules including posting the Davis Bacon Poster at the worksite and submitting certified https://www.oregon.gov/boli/employers/Pages/prevailing-wage-rates.aspx payroll records. The poster is available at http://www.dol.gov/whd/regs/compliance/posters/fedprojc.pdf. The payroll form is at http://www.dol.gov/whd/forms/wh347instr.htm.

c. The DISTRICT shall pay a fee to the Commissioner of the Oregon Bureau of Labor and Industries as provided in ORS 279C.825. The fee shall be paid to the Commissioner under the administrative rule of the Commissioner.

d. Contractor and any subcontractors shall post the prevailing wage rates in a conspicuous and accessible place in or about the Project.

16. Posting of Public Works Bond (Required by ORS 279C.836). Contractor shall:

a. File a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting Work on the Project, unless exempt under ORS 279C.836(2), (7), or (8).

b. Include in every subcontract a provision requiring the subcontractor to file a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the project, unless exempt under ORS 279C.836(4), (7), (8), or 9.

17. ORS 279C.845:

a. Contractor or Contractor's surety and every subcontractor or subcontractor's surety shall file with the DISTRICT a certified statement on a form provided by BOLI certifying the hourly rate of wage paid each worker employed by Contractor or subcontractor on the Work and that no such worker has been paid less than the prevailing rate of wage or wage specified under the Contract.

b. Notwithstanding ORS 279C.555 or 279C570(7), the DISTRICT shall retain 25% of all amounts earned by Contractor until Contractor has filed the certified statements as required by ORS 279C.845. In addition, Contractor shall retain 25% of any amount earned by a first-tier subcontractor until such subcontractor has filed the certified statements with the DISTRICT. The DISTRICT and/or Contractor shall pay any such retained amounts within 14 days after such certified statements are filed.

18. Asbestos Abatement (required by ORS 468A.710). If this Contract requires asbestos abatement, Contractor or subcontractor must possess an asbestos abatement license as required by ORS 468A.700 et seq.

19. Licenses. Required by ORS 671.560, 701.055. If Contractor is performing work as a landscape contractor as defined in ORS 671.520(2), Contractor must have a current, valid landscape contractor's license issued under ORS 671.560. If Contractor is performing work as a construction contractor as defined in ORS 701.005(2), Contractor must have a current, valid construction contractor's license issued under ORS 701.701.055.

Contractor shall maintain in effect all licenses, permits, and certifications required for the performance of the Work. Contractor shall notify the DISTRICT immediately if any license, permit, or certification required for performance of this Contract shall cease to be in effect for any reason.

20. Employees of Contractor. At the direction of Owner, Contractor will immediately remove any employee of Contractor from all Owner premises where Owner determines, in its sole discretion that removal of such employee would be in the best interests of Owner.

21. Security. Any disclosure or removal of any matter and/or property, not in conjunction with the specifications, on the part of 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 Owner as a result of Contractor's or Contractor's employees' willful or negligent release of information, documents, or property contained in or on Owner property shall be borne by Contractor.

All information, documents, and property contained within these facilities shall be considered privileged and confidential.

22. 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 School Board.

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

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

a. If terminated by the DISTRICT due to a breach by 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 Contractor shall pay to the DISTRICT the amount of the reasonable excess.

b. In addition to other remedies provided in this contract for breach by 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 any Contract payments to which Contractor is entitled.

24. 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.

25. Access to Records. Contractor agrees that the DISTRICT and its authorized representatives shall have access to the books, documents, papers and records of Contractor which are directly pertinent to the specific 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.

26. Ownership of Work. All work products 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 the DISTRICT. If any such work products contain intellectual property of 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 Contractor to transfer and deliver such partially completed work products, reports or other documentation that Contractor has specifically developed or specifically acquired for the performance of this contract.

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

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 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 Contractor. All information, documents and property contained within these facilities shall be considered privileged and confidential.

28. No Unsupervised Contact with Students. "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 contact with students in a particular circumstance or circumstances, Contractor shall so notify the District prior to beginning any work that could result is such contact. Contractor authorizes the District to obtain information about Contractor and Contractor's history and to conduct a 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 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. 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 USC § 1232g; 34 CFR Part 99). Therefore, consistent with the requirements of FERPA, personally identifiable information obtained by either party 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. 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 “Standard Student Data Privacy Agreement.” Contractor granted access to District’s network will be required to sign a “District Acceptable Use Policy”.

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

Contractor and its agents and employees providing services to the District under this Contract must be trained annually on sexual abuse and misconduct information and reporting as required by ORS 339.400(2).

31. 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.

32. Indemnity and Hold Harmless. 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 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.

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

34. 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.

35. 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 exist 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.

36. 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.

37. 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.

38. 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.

39. Attorney Fees. If a suit or action is filed to enforce any of the terms of this Contract, including a request for arbitration under Section 35 of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum that a court, including any appellate court, or arbitrator may adjudge reasonable as attorney fees. In the event the prevailing party is represented by

"in-house" counsel, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based on 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.

40. 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.

41. Removal of Debris. Contractor shall remove all trash and debris from the site for disposal. Contractor shall clean the work area and remove all trash, debris, and tools at least daily prior to leaving the job site and as needed to maintain a safe work area.

CONTRACTOR DATA AND SIGNATURE

Business Name: _______________________________________________________________ Business Address: ______________________________________________________________ Contractor Phone:_______________________________________________________________ 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.

Signature Title

Name (please print) Date

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

DAVID DOUGLAS SCHOOL DISTRICT NO. 40 SIGNATURE

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

Signature Title Date

Name (please print)

EXHIBIT 1

Goods, Services, and Construction Services Contract

STATEMENT OF WORK, COMPENSATION,

PAYMENT and RENEWAL TERMS

1. Contractor shall perform the following work: DESCRIBE OR REFERENCE

EXHIBIT, SUCH AS CONTRACTOR'S PROPOSAL OR THE RFP

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

OR REFERENCE EXHIBIT, SUCH AS CONTRACTOR'S PROPOSAL OR THE RFP

3. The DISTRICT shall pay Contractor on the following basis: DESCRIBE OR

REFERENCE EXHIBIT, SUCH AS CONTRACTOR'S PROPOSAL OR THE RFP

5. This contract may be renewed on the following basis: This contract will terminate on completion of the work.

**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

Goods, Services, and Construction Services Contract

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 $2,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $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 $1,000,000, each occurrence for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles.

Required by DISTRICT Not required by DISTRICT

Pollution Liability. Contractor shall provide Pollution Liability Insurance covering Contractor’s or appropriate subcontractor’s liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related cleanup costs incurred by Contractor, all arising out of the goods delivered or Services (including transportation risk) performed under this Contract with a combined single limit per occurrence not less than $500,000.00 and not less than $1,000,000.00 annual aggregate limit.

An endorsement to the Commercial General Liability or Automobile Liability policy, covering Contractor’s or subcontractor’ liability for bodily injury, property damage and environmental damage resulting from sudden accidental and gradual pollution and related clean-up cost incurred by the Contractor that arise from the goods delivered or Services (including transportation risk) performed by Contractor under this Contract is also acceptable.

Excess/Umbrella Insurance. A combination of primary and Excess/Umbrella Insurance may be used to meet the required limits of insurance. When used, all of the primary and umbrella or excess policies must provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The umbrella or excess policies must be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, must be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

If Excess/Umbrella Insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the Excess/Umbrella Insurance.

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 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.