ATTACHMENT E - SAMPLE General Services Contract.pdf

GENERAL SERVICES CONTRACT

<Drafters instructions: This General Services Contract template is intended to be used for “general” services (note: this template is not to be used for: architects, engineers, and related services; trade services (ex. electricians); construction services; or personal services (ex. attorneys or other professionals or consultants)). Text within brackets are either notes to drafters or intended to be completed/revised for each agreement, examples/prompts are included within each bracket. Section references within this template were created using automatic cross-references, before finalizing an agreement, drafter should update these references (press Ctrl+A, then F9). All dates should be expressed in the Month DD, YYYY format. All numbers less than 11 should be expressed in words (ex. eight). All numbers greater than 10 should be expressed in digits (ex. 14).>

This General Services Contract (this “Contract”) is between:

Bend Park and Recreation District (the “District”), an Oregon special district

799 SW Columbia Street

Bend, OR 97702

<insert first and last name> (“District Representative”)

<insert phone number>, <insert email address> and

<insert contractor name> (the “Contractor”)

<street address>

<city, state zip code>

<insert first and last name> (“Contractor Representative”)

<insert phone number>, <insert email address>

For the mutual exchange of promises contained in this Contract, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, District and Contractor agree as follows:

Article 1

SERVICES SPECIFIC PROVISIONS

1.1 Services

This Contract is based upon the following initial information and assumptions and as further described in the Statement of Work (see section <XX>) (the “Services”):

(a) Description of the Services: <insert a brief description of the Services>.

(b) Services locations: <insert street address, taxlot, or other unique project location identifier(s), or reference to the Statement of Work, or an attachment>

Template 12.02.2022

(c) Services schedule: Contractor shall commence providing the services on <Month DD, YYYY, or upon the District’s written notice to proceed> through <Month DD, YYYY><, as more particularly described in the Statement of Work (see section <XX>)>.

1.2 Contract Term

This Contract shall be effective upon the Effective Date and the term shall continue though

<Month DD, YYYY>.

1.3 Contract Price

<Contractor will be compensated at the rates and/or unit prices described in the attached

Contractor’s <quote/bid/proposal> (see section 1.4), but in no event will total compensation under this Contract exceed <$XX,XXX.XX> (the “Contract Price”). / or Contractor’s total compensation for successful fulfillment of the Services and completion of the project shall not exceed <$XX,XXX.XX> (the “Contract Price”)<, as more particularly described in the attached

Contractor’s <quote/proposal> (see section 1.4)>.

1.4 Contract Documents

For purposes of this Contract, the “Contract Documents” consist of the following documents listed in order of precedence for the purpose of determining conflicting provisions in the

Contract Documents except that in the event of overlap or inconsistency between the terms of the Contract Documents, the term that provides a better quality or quantity of service to the

District shall control. To the extent that any terms of a Contractor’s document conflicts with terms of this Contract, such terms are void and are expressly and wholly subject to the terms of this Contract.

(1) This Contract;

(2) <Contractor’s <quote/proposal> attached as Exhibit A; and>

(3) <<insert document name> attached as Exhibit B.>

Article 2

STATEMENT OF WORK

2.1 Scope of Work

Contractor shall supply all labor, training, certifications, materials, equipment, incidentals, transportation, and other services necessary for proper execution and completion of the

Services, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Services.

2.2 <Equipment and Supplies

Contractor shall not have use of District equipment, material, or supplies unless specified as follows, if any:>

2.3 <insert title>

<insert statement of work>

Article 3

TERMS AND CONDITIONS

3.1 Contractor’s Qualifications

Contractor shall use qualified, experienced, and where applicable, certified, or licensed personnel in providing the Services and performing Contractor’s obligations under this Contract.

Contractor represents and warrants that it has the necessary qualifications and experience to provide the Services. When required by the District, at the District’s sole discretion, Contractor shall perform background checks on all personnel. Background checks must conform to the

District’s then-current requirements.

3.2 Subcontractors

By written agreement, Contractor shall require all subcontractors, if any, to agree to be bound by and adhere to the terms and conditions of this Contract, including, but not limited to, providing Contractor proof of insurance coverages at least equal to the minimum insurance requirements required by this Contract.

3.3 Compliance with Applicable Law

Throughout the term of this Contract, Contractor shall comply with all laws, rules, codes, regulations, policies, and applicable requirements imposed by governmental authorities having jurisdiction over the Services, including, without limitation, Oregon Revised Statutes (“ORS”)

279B.045, 279B.220, 279B.230, 279B.235(1)(b) - (c), and 279B.235(2) - (3).

3.4 Non-Discrimination

Contractor shall comply with all applicable requirements of federal and state civil rights law and rehabilitation statutes and shall not discriminate based on race; color; gender; age; religion;

ancestry, national origin; U.S. military veteran status; marital status; sexual orientation;

disability; medical condition; source of income; or political affiliation in programs, activities, services, benefits, or employment in connection with this Contract.

3.5 Payment Terms

Unless otherwise agreed upon by the parties in writing, payments shall be made monthly in proportion to the Services performed. The District shall pay Contractor within 30 days after receipt of a properly itemized and accurate invoice with supporting documentation. Any progress payments issued by the District shall not be considered acceptance or approval of any completed Services or waiver of any defects therein.

(1) Contractor shall not submit, and the District shall not be liable for: (1) any invoice(s) that exceed the Contract Price, and (2) any charge that exceeds the unit prices or other rates agreed upon in section 1.3.

3.6 Ownership of Work Product

All work product of Contractor that results from this Contract is the exclusive property of the

District. Contractor hereby irrevocably assigns to the District all of its right, title, and interest in and to any and all of the work product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor waives any and all rights relating to the work product including any and all rights arising under Title 17 USC

§106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or modifications.

3.7 Indemnification and Hold Harmless

To the maximum extent permitted by law, Contractor agrees to indemnify, release, defend and hold harmless District, and its officers, agents, employees, contractors, and sponsors, from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any kind, for harm, injury, or death to Contractor or any other person, or for damage to or theft of property which may arise directly or indirectly from Contractor’s performance under this Contract and, in case of such harm, injury, or death, Contractor waives any and all claims against District, and its officers, agents, employees, contractors, and sponsors.

3.8 Insurance

(a) Insurance Coverages. Contractor shall obtain and maintain throughout the term of this Contract, the following insurance coverages:

(1) General Liability. Commercial general liability insurance (occurrence form), including coverage for bodily injury, property damage, independent contractors, contractual liability (covering Contractor’s indemnification obligations under this Contract), personal injury, products and completed operations, with limits of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate. Contractor’s liability insurance shall be primary and will not seek contribution from any insurance or self-insurance maintained by the District.

(2) Auto Liability. Applicable to any automobile assigned to or used in the performance of the Services, whether owned, hired, or non-owned, with a limit of liability of not less than $1,000,000 combined single limit per accident.

(3) Workers’ Compensation. Statutory Limits. Contractor shall comply with ORS 656.017, unless exempt under ORS 656.126, which requires subject employers to provide Oregon workers’ compensation coverage for all their subject workers including employers’ liability coverage with limits not less than $500,000. No workers’ compensation insurance has been or will be obtained by the District for Contractor or Contractor’s employees and subcontractors.

(b) Additional Insured. Contractor shall name the District, its officers, employees, and agents as additional insureds on all liability policies other than workers’ compensation policies.

(c) Notice. There shall be no cancellation, material change, potential exhaustion of aggregate limits, or non-renewal of insurance coverage(s) without 30-days written notice from Contractor, or

Contractor’s insurer(s), to District. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of this Contract and shall be grounds for immediate termination of this Contract by District.

(d) Contractor shall, within five days after execution of this Contract and prior to commencement of any Services, furnish the District with original certificates of insurance, including the additional insured and all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause), and a copy of the declarations and endorsement page of the commercial general liability policy, listing all policy endorsements. Contractor shall deliver new certificates, endorsements, and declarations and endorsement pages to the District within five days after replacement or renewal of any required insurance policy. The District reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this section 3.8, at any time. Failure to obtain the required documents prior to the Services beginning shall not waive the Contractor’s obligation to provide them. Any failure of Contractor to provide evidence of required insurance shall constitute a material breach of this Contract and shall be grounds for immediate termination of this Contract by District.

(e) Contractor understands that the stated limits of liability are the minimum acceptable by the District, Contractor further understands it is the responsibility of Contractor to determine the appropriate limits of liability in excess of the District’s minimum acceptable limits to meet Contractor’s risk.

(f) If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the District requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the District.

3.9 Independent Contractor

Contractor is an independent contractor, and not an employee, of the District. Contractor is free from direction and control over the means and manner of performing the Services, subject only to the right of the District to specify the desired results, and the District reserves the right to evaluate the quality of the Services. The District will not withhold any taxes from any payments made to Contractor, and Contractor will be responsible for paying all taxes arising out of or resulting from Contractor’s performance of the Services, including, without limitation, income, social security, workers’ compensation, and employment insurance taxes. Contractor is solely responsible for obtaining all licenses, approvals, and certificates necessary or appropriate to perform the Services. This Contract does not create a joint venture, partnership, or agency relationship between the District and Contractor. Contractor does not have the authority to bind the District to any contract or other agreement or represent to any person that Contractor is an agent of the District. Contractor has the authority to hire other persons to assist Contractor in performing the Services (and has the authority to fire such persons). The District shall neither have nor exercise any control or direction over the means or manner by which Contractor or its employees under its control shall perform their work and other functions.

3.10 Force Majeure

Neither party shall be responsible for any nonperformance or delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, government-imposed restrictions, or any other cause which is beyond the party’s reasonable control (each a

“Force Majeure Event”). Such party shall, however, promptly notify the other party of any Force

Majeure Event and shall make all reasonable efforts to perform such obligation as soon as reasonably possible after the end of such cause for delay or nonperformance. No Force Majeure

Event shall commence or be deemed to have occurred unless, within ten days of the event constituting the Force Majeure Event, the party claiming such delay has provided written notice to the other specifying the circumstances that the claiming party contends constitutes a Force

Majeure Event. Notwithstanding the foregoing, the District may terminate this Contract upon written notice to Contractor after reasonably determining that the Force Majeure Event will likely prevent successful performance of this Contract.

3.11 Termination

(a) Mutual Consent. This Contract may be terminated at any time by mutual written agreement of the parties.

(b) Termination for Convenience. The District may, at its sole discretion, terminate this Contract, in whole or in part, upon 30 days’ written notice to Contractor.

(c) Termination by District. The District may, at its sole discretion, terminate this Contract, immediately upon written notice to Contractor, or on such later date as the District may establish in its notice, upon the occurrence of any of the following events:

(1) the District fails to receive funding, appropriations, limitations, allotments, or other expenditure authority at levels sufficient to pay for the Services;

(2) federal, state, or local laws, rules, regulations, ordinances, or guidelines are modified or interpreted in a way that either the purchase of the Services by the District under this Contract, or the District’s payment for the Services from the planned funding source, is prohibited;

(3) Contractor is in default of this Contract beyond all applicable notice and cure periods; or

(4) as otherwise provided in this Contract.

(d) Termination by Contractor. Contractor may terminate this Contract if the District fails to make any payment to Contractor within 30 days of written notice from Contractor that such payment is past due.

(e) Effect of Termination. Upon receipt of written notice of termination: (1) Contractor shall stop all performance under this Contract as directed by the District, (2) the District shall pay Contractor the fees and expenses for the Services reasonably incurred prior to such termination (but shall not be responsible for any lost profit or other consequential damages), and (3) Contractor shall deliver to the District all documents, information, works-in-progress, and other property that are or would be the property of the District had the Contract been completed.

3.12 Events of Default

The occurrence of any of the following events shall constitute a default by Contractor under this

Contract:

(1) Contractor no longer holds any license or certificate that is required for Contractor to perform its obligations under this Contract and Contractor has not obtained a replacement license or certificate within 14-days after receipt of notice of the default from the District; or

(2) Contractor fails to perform any covenant, warranty, or other obligation under this Contract, including failure to perform any obligation within the time specified or any extension of that time, and Contractor fails to cure such nonperformance within 14 days after receipt of written notice from the District; provided, however, if the default is of such a nature that it cannot be completely remedied within the 14-day cure period, Contractor shall not be in default if Contractor begins correction of the default within such 14-day period and diligently proceeds in good faith to effect the remedy as soon as practicable.

3.13 Notices

All notices or other communications required or permitted by this Contract must be in writing, delivered to the parties at the addresses set forth above, or such other address as a party may designate by written notice to the other party. Notices are considered delivered upon actual receipt if delivered personally, by fax (with electronic confirmation of delivery), by email (with hard copy delivered within two business days), or by a nationally recognized overnight delivery service; or at the end of the third business day after the date deposited in the United States mail, postage pre-paid, certified, return receipt requested.

3.14 Warranty

(a) Contractor shall perform the Services to the best of Contractor’s ability, diligently, and without delay, in good faith, in a professional manner in accordance with the highest professional standards of the industry, free from any material errors, omissions, or defects, and in strict compliance with the terms and conditions of this Contract.

(b) For goods and materials, Contractor agrees to the following: Contractor (1) warrants that Contractor has title to the goods and materials, free and clear of all liens, mortgages, pledges, security interests, reservations, restrictions, conditions, claims, and/or any other encumbrances (collectively, “Encumbrances”); (2) will sell, transfer, convey, and assign the goods and materials to the District free and clear of all Encumbrances; (3) the goods and materials are new, unblemished, fit for the District’s intended use, in good repair and operating condition, and free from all defects; (4) will assign any manufacturer’s warranties to District; and (5) if there is no manufacturer’s warranty, Contractor will warrant the goods and materials against all defects for a period of one-year from date of delivery to the District.

3.15 Continuing Obligation

Notwithstanding the expiration date of this Contract, Contractor is obligated to fulfill its responsibilities until warranty, guarantee, maintenance, and parts availability requirements have completely expired.

3.16 Identification of Employees

While on District property, Contractor shall ensure that its employees wear identifying uniforms or other designation of identity (e.g. identification badge, hat, and/or coat with Contractor’s logo and/or name).

3.17 Safety

The Contractor shall take all necessary precautions for the safety of its employees, its subcontractors, the District’s employees, and the public.

Article 4

MISCELLANEOUS

4.1 Entire agreement; Signatures

The Contract Documents contain the entire understanding of the parties regarding the subject matter of this Contract and supersede all prior and contemporaneous negotiations and agreements between the parties, whether written or oral, with respect to the subject matter of this Contract. This Contract may be signed in counterparts. An electronically transmitted signature page will be considered an original signature page. At the request of a party, the other party will confirm an electronically transmitted signature page by delivering an original signature page to the requesting party.

4.2 Severability

If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, in any respect or circumstance, the validity of the provision in any other respect or circumstance, and the validity of the other provisions of this Agreement, shall not be impaired. It is the intent that this Agreement be enforced to the maximum extent permitted by applicable law.

4.3 Waiver

Failure of either party to enforce any provision of this Contract shall not constitute waiver of the right to require such performance in the future nor of the right to enforce any other provision of this Contract. Payment by the District shall not constitute the District’s waiver of any rights under this Contract.

4.4 Time

Time is of the essence in the performance of all obligations under this Contract. Contractor shall at all times carry on the Services diligently, without delay and punctually fulfill all requirements of the Services.

4.5 Amendments

This Contract may only be amended by written instrument, signed by both parties.

4.6 Assignment

Except for portions of the Services performed by Contractor’s employees or subcontractors approved by the District, this Contract is not assignable or transferable by Contractor without the District’s prior written consent, which may be withheld in the District’s sole discretion, and any purported assignment or transfer without the District’s consent shall be void.

4.7 Further Assurances; Survival

The parties will sign such other documents and take such other actions as are reasonably necessary to further effect and evidence this Contract. The termination of this Contract, regardless of how it occurs, will not relieve a party of obligations that have accrued before the termination. All Contractor representations, warranties, covenants, and obligations contained in this Contract (including, without limitation, Contractor’s indemnity obligations) will survive the termination of this Contract.

4.8 Governing Law; Venue

This Contract shall be interpreted and administered under the laws of the State of Oregon without regard to conflict of laws principles. Any claim or dispute that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of

Deschutes County for the State of Oregon; provided, however, if a claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United

States District Court for the District of Oregon.

4.9 Attorney’s Fees

If any arbitration or litigation is instituted to interpret, enforce, or rescind this Contract, including, without limitation, any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs, and expenses of every kind, including, without limitation, the costs and disbursements specified in ORCP (Oregon Rules of Civil Procedure) 68 A(2), incurred in connection with the arbitration, the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

4.10 Interpretation

As used in this Contract, the term “person” means any natural person, corporation, limited liability company, partnership, joint venture, firm, association, trust, unincorporated organization, governmental agency, political subdivision, or any other entity, as context may require. All pronouns, and any variations, will be deemed to refer to the masculine, feminine, or neutral, as the identity of the person may require. The singular includes the plural and the plural includes the singular. The word “or” is not exclusive. The words “include,” “includes,” and

“including” are not limiting. The word “days” means calendar days unless expressly provided otherwise. The titles, captions, or headings of the articles and sections in this Contract are inserted for convenience of reference only and are not intended to be a part, or to affect the meaning or interpretation, of this Contract.

4.11 Effectiveness and Date

This Contract will become effective when all parties have signed it. The date of this Contract will be the date this Contract is signed by the last party to sign it (as indicated by the date associated with that party’s signature) (the “Effective Date”). If a party signs this Contract but fails to date their signature, the date the other party receives the signing party’s signature will be deemed to be the date the signing party signed this Contract.

<(signatures on following page)/(signatures to immediately follow)>

The parties are signing this Contract on the date stated below that party’s signature. The signatures of the parties authorized representatives below acknowledge that they have read and understood this

Contract, represent that they have authority to execute this Contract, and agree that the applicable party will be bound by the terms and conditions of this Contract once fully executed.

CONTRACTOR

By:

Name:

Title:

Date:

BEND PARK AND RECREATION DISTRICT

By:

Name:

Title:

Date: