Exhibit F - Sample Agreement.pdf

PERSONAL SERVICES CONTRACT

{01917577-01569401;1}

This Personal Services Contract (“Contract”) is between:

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

799 SW Columbia Street

Bend, OR 97702 and

<contractor legal name> (“Contractor”)

<street address>

<city, state zip code>

<Drafter should select the appropriate language for the competitive procurement process utilized, or remove if directly appointed.> <District issued <a/an> <informal> Request for Proposals dated <Month

DD, YYYY> seeking proposals for <project/solicitation name> (“<I->RFP”). Contractor submitted a

<proposal> dated <Month DD, YYYY> in response to District’s <I->RFP offering to provide District with the Services (as defined in section 1.1) (“Proposal”). Contractor is <one of> the successful proposer<s>.

District and Contractor now desire to memorialize the terms and conditions pursuant to which

Contractor will provide, and District will pay for, the Services <Drafter should remove this reference if recital one (above) is kept (as defined in section 1.1)>.

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 (as defined in Article 2) (the “Services”):

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

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

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

1.2 Contract Term

This Contract shall be effective upon the Effective Date (as defined in section 4.11) and the term shall continue through <Month DD, YYYY>.

{01917577-01569401;1} PERSONAL SERVICES CONTRACT

Template 03.29.2023

1.3 Contract Price

<Drafter should choose the most appropriate of the following two options.>

<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>.>

<or>

<Contractor’s total compensation for successful performance of the Services shall not exceed

<$XX,XXX.XX><, as more particularly described in the attached Contractor’s <Proposal/quote>

(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 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) <District’s <I->RFP, including all addenda,> incorporated by reference as Exhibit A;< and>

(3) <Contractor’s Proposal incorporated by reference as Exhibit B;> <and

(4) <document name> attached as Exhibit C>.

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 <insert title>

<insert language>

Article 3

TERMS AND CONDITIONS

3.1 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.

3.2 Payment Terms

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

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

3.3 Subcontractors

This Contract was awarded on the basis of the unique abilities and experience of Contractor, Contractor shall not utilize subcontractors without the prior written consent of District. If permitted, Contractor shall require all subcontractors, if any, to agree in writing 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.

3.4 Ownership of Work Product

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

District. Contractor hereby irrevocably assigns to 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.

3.5 Indemnification and Hold Harmless

Contractor agrees to hold harmless, indemnify, and defend District, and its officers, directors, employees, agents, volunteers, and contractors, from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature (including, without limitation, reasonable attorneys’ fees, and settlement costs) resulting from, arising out of, or related to:

(1) any misrepresentation, breach, or alleged breach of any representation, warranty, agreement, or obligation under this Contract by Contractor or its affiliates or subcontractors;

(2) any actual or alleged performance or nonperformance of the Services;

(3) any claim or liability arising from any contract between Contractor and any third party, whether or not made to effectuate the purposes of this Contract, and regardless of whether Contractor enters into such contracts as District’s agent or as principal;

(4) any actual or alleged violation of any applicable law by Contractor or its affiliates or subcontractors or their respective officers, directors, employees, suppliers, subcontractors, agents, successors, or affiliates;

(5) taxes, together with interest and penalties, that are Contractor’s responsibility under this Contract;

(6) infringement or alleged infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other personal or proprietary right of a third party in connection with the Services; and

(7) any other claim related to the Services and due to any act, negligence, willful misconduct, or omission by Contractor or its affiliates or subcontractors or their respective officers, directors, employees, suppliers, subcontractors, agents, successors, or affiliates.

3.6 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 District.

(2) Professional Liability. Professional liability insurance covering the errors and omissions of Contractor with limits of not less than $1,000,000.

(3) 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.

(4) Workers’ Compensation. Statutory Limits. Contractor shall comply with Oregon Revised Statutes (“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 District for Contractor or Contractor’s employees and subcontractors.

(b) Additional Insured. Contractor shall name District, its officers, employees, and agents as additional insureds on all liability policies other than professional liability and 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 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 section 3.6), 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 District within five days after replacement or renewal of any required insurance policy. District reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by this section 3.6, 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 District, Contractor further understands it is Contractor’s sole responsibility to determine the appropriate limits of liability in excess of District’s minimum acceptable limits to meet Contractor’s risk.

(f) If Contractor maintains broader coverage and/or higher limits than the minimums required by this section 3.6, District requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to District.

3.7 Independent Contractor

Contractor is an independent contractor, and not an employee, of District. Contractor is free from direction and control over the means and manner of performing the Services, subject only to the right of District to specify the desired results, and District reserves the right to evaluate the quality of the Services. District will not provide any benefits to Contractor and will not withhold any taxes from any payments made to Contractor. Contractor will be responsible for providing all benefits and paying all taxes arising out of or resulting from Contractor’s performance of the Services, including, without limitation, retirement plans, sick leave, income tax, corporate activity taxes, social security taxes, 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 District and Contractor. Contractor does not have the authority to bind District to any contract or other agreement or represent to any person that Contractor is an agent of District. Contractor has the authority to hire other persons to assist Contractor in performing the Services (and has the authority to fire such persons). 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.

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

3.9 Termination

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

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

(1) 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 District under this Contract, or 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 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 District, (2) 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 District all documents, information, works-in-progress, and other property that are or would be the property of District had the Contract been completed.

3.10 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 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 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.

3.11 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.

3.12 Warranty

(a) Contractor will perform the Services to the best of Contractor’s ability, 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 District free and clear of all Encumbrances; (3) the goods and materials are new, unblemished, fit for 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 District.

3.13 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.

3.14 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).

3.15 Safety

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

3.16 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 the following:

(1) Contractor, by signature of its authorized representative below, hereby certifies under penalty of perjury, that Contractor is, to the best of Contractor’s knowledge, not in violation of any tax laws described in ORS 305.380(4).

(2) Contractor represents and warranties that Contractor has, and will throughout the duration of this Contract, comply with the tax laws of Oregon or a political subdivision of Oregon, including, without limitation, ORS 305.620, and ORS chapters 316, 317, and

318. Contractor’s failure to comply with the tax laws of Oregon or a political subdivision of Oregon before Contractor executed 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 under applicable law.

(3) Contractor shall: (A) make payment promptly, as due, to all persons supplying to the Contractor labor or material for the performance of the Services provided for in this Contract, (B) pay all contributions or amounts due the Industrial Accident Fund from Contractor or Contractor’s subcontractor(s), if any, 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.

(4) Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation furnishing medical, surgical, and hospital care services, or other needed care and attention, incident to sickness or injury, to the employees of 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.

(5) Contractor shall comply with the prohibition set forth in ORS 652.220. Contractor’s compliance with ORS 652.220 is a material element of this Contract, Contractor’s failure to comply is a breach that entitles District to terminate this Contract for cause.

(6) Contractor shall 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 Contractor shall not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits, or other compensation with another employee or another person.

(7) Contractor shall give notice in writing to employees who perform any work in relation to this Contract, either at the time of hire or before work begins on this Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that Contractor may require the employees to work.

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

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 Contract 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 Contract, shall not be impaired. It is the intent that this Contract 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 District shall not constitute 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 District, this Contract is not assignable or transferable by Contractor without

District’s prior written consent, which may be withheld in District’s sole discretion, and any purported assignment or transfer without 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. All references to a time of day are references to the time in Bend, Oregon. 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 and agree to be bound by its terms and conditions:

<INSERT CONTRACTOR’S LEGAL NAME> BEND PARK AND RECREATION DISTRICT

By: By:

Name: Name:

Title: Title:

Date: Date: