FM LLC Contract Template.pdf

CONTRACT BETWEEN

CTCLUSI FM, LLC

AND

This Contract outlines terms and conditions for SERVICES between CTCLUSI FM, LLC (FM LLC) and ('CONTRACTOR"). This Contract becomes effective on the date the last party signs the Contract ('EFFECTIVE DATE") and shall expire on _, unless both parties sign a document extending the contract term.

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Scope of Work

Cost of the Work lnsurance Requirements

Change Order Form

1. PARTYREPRESENTATIVES AGREEMENT DOCUMENTS

1.1 CONTRACTOR shall be directly responsible to CTCLUSI Department of Forest Management for all purposes contractual, supervisory, and performance-related under this coNTRACT ('CONTRACT").

SERVICES

1.1.2 CONTRACTOR is responsible for providing, at CONTRACTOR's expense, employer's taxes, applicable worker's compensation and unemployment insurance, appropriate liability insurance, and applicable licenses for CONTRACTOR.

1.1.3 "CONTRACT DOCUMENTS" consist of this written CONTRACT, signed by both parties, and attachments specifically referenced herein.

CONTRACTOR is not subject to the day{o-day supervision of the TRIBE but is contracted independently to complete the project(s) specifically described in the CONTRACT DOCUMENTS.

1.3 CONTRACTOR shall be directly responsible to theFMLLCProjed Manager, _for all purposes contractual, supervisory, and performance related under this Contract.

1.2

EXHIBITS

I

2, TERM

2.1 The term of this Contract shall be until or when the parties mutually agree that the CONTRACTOR has completed the services to be performed under this Contract, as described in Attachment A, whichever comes first.

3. SERVICES TO BE PERFORMED BY CONTRACTOR

3.1 Work to be performed by CONTRACTOR is generally described as ('SERVICES" or ''Work") and set forth in detail in Exhibit A: Scope of Work. CONTRACTOR shall further perform all work which may be reasonably inferable from the CONTRACT DOCUMENTS as being necessary to produce the intended results for the completion of the work. The total CONTRACT sum for the SERVICES is $ 1,000,000,00C.

3.1.2 Tasks that are not specified herein may be performed by the CONTRACTOR if approved by Department of Forest Management personnel before being performed.

3.1.3 CONTRACTOR agrees not to perform work beyond CONTRACTOR'S expertise or the approved Scope of Work of this CONTRACT.

3.1.4 CONTRACTOR agrees to perform all work consistent with the requirements and specifications of Exhibit A: Scope of Work.

CONTRACTOR shall adhere to all laws, regulations, or standards applicable to such work in the performance of this CONTRACT.

3.3 CONTRACTOR shall also be bound to all conditions, requirements, limitations and other provisions of any attachments to the CONTRACT. However, if a conflict arises between this CONTRACT and attachments, the terms and conditions contained in this CONTRACT shall control.

3.4 Contractor shall be responsible for all means and methods utilized in the performance of the Services and shall perform all work in accordance with industry standards for quality, timeliness, and safety.

4. SUBCONTRACTORANDMAT ERIAL SUPPLIER APPROVAL

4.1 CONTRACTOR shall not award, or enter any contract with, any subcontractor or material supplier without the TRIBE's approval of the identity of such subcontractor or material supplier.

3.2

4.2 CONTRACTOR shall furnish to CTCLUSI in writing, the names of the proposed subcontractors and material suppliers (including those who are to furnish materials or equipment fabricated to a special design) anticipated for each of the principal portions of the SERVICES.

4.3 Each subcontract agreement shall allow assignment to FM LLC, at FM LLC's written election, following any termination of this CONTRACT and, in the alternative, shall allow termination without penalty if this CONTRACT is terminated for the TRIBE's convenience.

4.4 CONTRACTOR shall not contract with any proposed person or entity to whom the TRIBE has made reasonable objection.

4.5 CONTRACTOR shall not be required to contract with anyone to whom it has a reasonable objection.

5.1 CONTRACTOR shall be responsible for all means and methods utilized in the performance of the SERVICES and shall perform all SERVICES in accordance with industry standards for quality, timeliness, and safety.

6. COMPENSATION

6.1 Subject to the provisions of this CONTRACT and other CONTRACT OOCUMENTS, and the availability of CTCLUSI funding, CONTRACTOR shall be paid the Contract Sum set forth in Section 3.1 and shown in Exhibit B: Cost of Work.

CONTRACTOR shall also be bound to all conditions, requirements, limitations and other provisions of the attachments. However, if a conflict arises between this CONTRACT and its attachments the terms and conditions contained in this CONTRACT shall control.

6.4

5, MEANSAND METHODS

6.2 No later than one calendar month after the SERVICES are performed and in any event within the same fiscal year, CONTRACTOR shall submit for approval monthly statements in the form of invoices to FM LLC Payment of compensation and reimbursement of expenses shall be made within 30 days from the date of receipt of CONTRACTOR's invoice. CONTRACTORS's invoice shall be itemized, and shall set out, at a minimum, (i) the date upon which the services were performed, (ii) a description of the services performed, (iii) copies of receipts for all reimbursable materials and supplies expenses, (iv) a valid purchase order number assigned to this CONTRACT by FM LLC and (v) other details as required by FM LLC. All invoices shall be itemized and verified by CONTRACTOR and shall also be approved by the President or her designee. FM LLC will not make advance payments under this CONTRACT.

6.3 Advanced written approval shall be obtained from FM LLC for additional amounts for fees and expenses.

7.1 lntegration. This CONTRACT expresses the complete understanding of the parties, and supersedes any and all other CONTRACTS, either oral or in writing, between the parties with respect to the terms of this CONTRACT.

Each party to this CONTRACT acknowledges that no representation, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone dealing on behalf of any party, which are not embodied herein; and that no other agreement, statement, or promise not contained in this CONTRACT shall be valid or binding on either party, except that any other written contract dated concurrent with or after this CONTRACT shall be valid as between the signing parties.

7.2 Modifications. Any modification of this CONTRACT will be effective only if it is in writing and signed by both parties.

7.3 Waiver

7.3.1 The failure of either party to insist on strict compliance with any terms, covenants, or conditions of this CONTRACT by the other party shall not be deemed waiver of that term, covenant, or condition; nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power of all and or any other times.

7.3.2 Nothing in this CONTRACT shall be construed to waive the TRIBE's sovereign immunity from suit.

Severability. lf any word, phrase, or provision in this CONTRACT is held by the Tribal Court of the Coos, Lower Umpqua and Siuslaw lndians to be invalid, void, or unenforceable, the remaining provisions shall continue in full force without being impaired or invalidated in any way.

7.5 Governing Law. The laws of the Confederated Tribes of Coos, Lower Umpqua and Siuslaw lndians and federal laws shall govern this CONTRACT, without reference to conflicts of law rules. To the extent the laws of the Confederated Tribes of Coos, Lower Umpqua and Siuslaw lndians and federal laws do not address the relevant issues, the laws of the state of Oregon shall apply. The parties agree that the Tribal Court of the Confederated Tribes of Coos, Lower Umpqua and Siuslaw lndians shall be the proper forum and venue.

7.6 lndemnification

CONTRACTOR shall, at its own expense, promptly reimburse FM LLCf or the defense of, and hold the CTCLUSI FM LLC and its officers and employees, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and 4

7.6.1

7. GENERAL PROVISIONS

expenses (including reasonable attomey's fees) arising out of injury or death to persons, or damage to property but only to the extent caused by the negligence or misconduct of CONTP.ACTOR and its principals, officers, employees, agents, assigns, and subcontractors in the performance of obligations arising under this CONTRACT, provided FM LLC promptly notifies CONTRACTOR in writing of any such claim, provided that CONTRACTOR shall have the exclusive right to control the defense, and the amount does not exceed and is otherwise covered by the CONTRACTOR's liability insurance.

7.6.2 FM LLC shall promptly reimburse CONTRACTOR for the defense ol and hold the CONTRACTOR and its officers and employees harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses (including reasonable attorney's fees) arising out of injury or death to persons, or damage to property but only to the extent caused by the negligence or misconduct of CTCLUSI and its officials, employees, agents, and subcontractors in the performance of obligations arising under this CONTRACT, provided: (i)the CONTRACTOR promptly notifies FM LLC in writing of any such claim; (ii) FM LLC shall have the exclusive right to control the defense; and (iii) the amount does not exceed and is otherwise covered by FM LLC's liability insurance.

7.7 lnsurance

7.7.1 CONTRACTOR shall maintain, during the term and each renewal or extension of this CONTRACT, at its own expense, insurance meeting the requirements of Exhibit C.

7.8 Termination

7.8.1 Either party may terminate this CONTRACT at any time by providing the other party written notice, or by mutual agreement. Any written notice of termination shall be de vered to the party representative via electronic transmission, with a copy to follow by first class mall.

7.8.2 ln the event of the death or disability of CONTRACTOR, this CONTRACT may be terminated by FM LLC and FM LLC shall pay to the administrator or personal representative of CONTRACTOR's estate any compensation due CONTRACTOR hereunder.

7.9 Third Party Beneficiary. No third party shall be a beneficiary of a party's rights or benefits under this CONTRACT.

7.10 Time is of the Essence. Time is of the essence for all purposes of this

CONTRACT.

7 .11.1 It shall be a breach of ethical standards for any person, business or Organization to offer, give or agree to give any cunent or former offcer, agent, or employee, or for any cunent or former officer, agent, or employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in mnnection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing or in any other advisory capacity in any proceeding or application, or any other particular matter, pertaining to any program requirement, contract, subcontract, or to any solicitation or proposal for a mntract or subcontract.

7.11.211shall be a breach of ethical standards for any payment, gratuity or offer of employment (kickback) to be made by or on behalf of a vendor, contractor or subcontractor to a higher level of contractor as an inducement for the award of a subcontract or order for procurement.

7.12 Force Majeure. ln the event of a Force Majeure, the parties shall be relieved of their respective obligations affected by such Force Majeure (other than an obligation to pay any fees or other amounts accruing prior to the occurrence of the Force Majeure) to the extent that and for so long as, such parties are prevented, hindered or delayed in the performance of such obligations by such Force Majeure, but only if the party so affected gives prompt notice to the other party upon discovery of such act or condition and promptly exercises commercially reasonable efiorts to overcome or cure such act or condition to the extent it is within its power to effect such cure.

7.13 No Representations. Each party acknowledges and agrees that it has not relied upon any statements, representations, contracts, agreements or warranties except such as are expressed in this CONTRACT.

7.14 Good Faith and Fair Dealing. Each party agrees to act in good faith in dealing with one another pursuant to this CONTRACT, and each party hereby covenants to the other that it shall not undermine the rights of the other Party hereto with respect to the CONTRACT.

7.15 Counterparts. This Contract may be executed in counterparts, including facsimile counterparts, each of which, when executed and delivered, shall be deemed an original, and such counterparts together shall constitute one and the same instrument.

8. DEBARMENTANDSUSPENSIO NCE TIFICATION

By signing this CONTRACT, CONTRACTOR certifies that, to the best of its knowledge and belief, it and its principals or subcontractors:

8."1

7.11 Gratuities and Kickbacks.

8.1.'1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

8.1.1.1 CONTRACTOR is responsible for verifying that all

subcontractors are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

8.1.2 Have not, within a three-year period preceding this CONTRACT, been convicted of or had a civil judgment rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

8.1.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local)with commission of any of the offenses enumerated in paragraph '1.2 of this certification;

and

8.1.4 Have not, within a three-year period preceding this CONTRACT, had one or more public transactions (federal, state, or local) terminated for cause or default.

8.1.5 The contractor agrees to provide immediate written notice to FM LLC if, at any time, it learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

8.1.6 The contractor further agrees that it will include this clause titled "Debarment and Suspension Certification" without modification in all lower-tier covered transactions (subcontracts, sub-awards, and other contractual instruments).

8. 1 .7 ln the event of a breach of this certification, FM LLC may pursue any available remedies, including suspension, termination, and debarment.

9. FM LLD INITIAITED CHANGE ORDERS

FM LLC may order additions, deletions or other modifications in the Work by giving Contractor written notice of said change or modification pursuant to a change order, in the form as set forth on Exhibit D, attached hereto and incorporated herein, stating with particularity the changes involved, the adjustments to the Schedule or other provisions

9.1 of the Contract Documents relating to time and other pertinent information.

9.2 A change order signed by FM LLC and the Contractor shall constitute the final agreement on all matters relating to the change in the Work which is the subject of the change order, including all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and the Schedule. When a change order is issued by FM LLC the Contract Sum shall be adjusted as follows:

9.3 Additions

9.3.1 lf Contractor performs the additional Work, Contractor shall be allowed an increase in the Contract Sum amounting to the actual cost of performing the additional Work without a change in general conditions items unless agreed to in writing and in advance by FM LLC.

9.3.2 lf a subcontractor performs the additional Work, Contractor will be allowed an increase in the Contract Sum amounting to the subcontractor's actual cost of performing the additional Work together.

9.3.3 ln no event, however, shall FM LLC pay Contractor more than the sum of the actual cost of the additional Work paid to subcontractors.

9.4.'l Where FM LLC decreases the Work resulting in a decrease in

Contractor's cost of performing the Work, without a change in general conditions items unless agreed to in writing and in advance by FM LLC, FM LLC shall be allowed a decrease in the Contract Sum amounting to the estimated cost of performing the deleted Work.

9.5 Allowances.

9.5.1 The Contract Sum may include items which are considered to be allowances.

9.5.2 lf the cost of these items is increased or decreased, the Contract sum shall be altered by the increase or decrease of said allowance.

9.4 Deletions

9.4.2 lf a subcontractor had been engaged to perform the deleted Work, FM LLC shall be allowed a decrease in the Contract Sum amounting to the estimated cost of performing the deleted Work.

9.6 Acceptance.

9.6.1 Contractor shall not receive any compensation or any

adjustment under this Contract Sum or the time for performance under this Contract for any alterations or additions in connection with any work, services or other activities of Contractor pertaining to the Project unless such work, services or other activities is authorized in a change order, as more specifically described under Section 3.1 above.

9.6.2 No course of conduct or dealing between the parties, no express or implied acceptance of alterations or additions to the Work and no claim that FM LLC has been unjustly enriched by any alteration or addition to the Work, whether there is any unjust enrichment, shall be the basis of any claim for adjustment in compensation due Contractor in connection with the Project or for adjustment in any time period provided for under this Contract.

9.6.3 Contractor hereby waives and forfeits all claims that any work, services or other activities were performed pursuant to an oral contract or other oral agreement separate from the Contract Documents.

9.7 Calculation of Changes in Work.

9.7.1 lf the adjustment to the Contract Sum set forth in Section 3.1 is not agreed upon by FM LLC and Contractor in advance, FM LLC may nevertheless give Contractor written direction to proceed with the Work in question, in which event Contractor shall promptly proceed to perform the Work as directed.

9.7.2 The cost of such Work shall then be determined by FM LLC or its designee on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change'

9.7.3 ln such case, Contractor shall keep and present, in such form as FM LLC may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a change order within twenty (20) days of request for change.

9.7.4 Unless otherwise provided in the Contract Documents, the cost of the Work with respect to any change in the Work shall be limited to the following items to the extent attributable to such change in the Work: cost of materials, including sales tax and cost of delivery (notwithstanding the preceding clause, for any materials relating to Work which is being paid for by FM LLC on a unit price basis, such materials shall only constitute a "cost" when and to the extent fully incorporated into the Work); cost of labor, including social security, and unemployment insurance, and fringe benefits required by agreement or custom; worker's or workmen's compensation insurance; bond premiums; general liability insurance; and rental value of equipment and machinery.

9.7.6 The amount of credit to be allowed by Contractor to FM LLC for any deletion or change which results in a net decrease in the Contract Sum will be the amount ofthe actual net cost as confirmed by FM LLC.

9.7.7 When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit, if any, shall be computed on the basis of the net increase, if any, with respect to that change.

9.7 Significant Changes to the Scope of Work.

9.8.1 lf unit prices are stated in the Contract Documents, or are subsequently agreed upon, and if the quantities originally contemplated are changed in a proposed change order so that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to FM LLC or Contractor, the unit prices shall be equitably adjusted.

9.9

9.8.2 Labor and materials costs related to any items covered by unit prices shall be paid for by only (i) on such unit price basis and (ii) shall constitute a "cost" when and only to the extent fully incorporated into the Work.

Execution of Change Order. The Contract Sum and the contract time may be changed only by a change order signed by FM LLC.

10. 1 A criminal background check will not - be required of the CONTRACTOR for services performed under this contract. The CONTRACTOR shall comply with all background screening requirements when notified in writing by the TRIBE. Failure to successfully complete any required background screening may result in suspension of work, modiflcation of scope, or termination of this contract.

t0

9.7.5 Pending final determination of cost to FM LLC no payments on account shall be made.

10. CRIMINAL BACKGROUND CHECK

lN WITNESS HEREOF, we the undersigned have executed this CONTRACT:

AUTHORIZED SIGNATURES

For FM LLC

Lee Ann Wander, President Date

For Contractor

Date ll