Personal Services Contract Template.doc

PROFESSIONAL SERVICES CONTRACT

BETWEEN

THE CONFEDERATED TRIBES OF COOS, LOWER UMPQUA & SIUSLAW INDIANS

AND

XXXXXXXXXXX

This Contract, effective as of 1 Jan 2024 (the “Effective Date”), is entered into in Coos Bay, Oregon, between the Confederated Tribes of Coos, Lower Umpqua & Siuslaw Indians (“Tribe”) and Sunflower Grant Writers (“CONTRACTOR”), for the provision of certain professional consulting services, as specifically set forth herein.

1.

PARTY REPRESENTATIVES AND CONTRACT DOCUMENTS

1.1 The Tribe’s Party representative for purposes of this Contract shall be the CTCLUSI Tribal Chief Executive Officer (“CEO”). CONTRACTOR’s party representative for purposes of this Contract shall be XXXXXXXXXXX.

1.2 CONTRACTOR enters this Contract and remains throughout the term of this Contract an independent CONTRACTOR and not an employee.

1.2.1 CONTRACTOR is not subject to the day-to-day supervision of the Tribe, but is contracted independently to complete the project(s) specifically described herein.

1.2.2 CONTRACTOR shall be directly responsible to the Tribal Council for all purposes contractual, supervisory, and performance-related under this Contract.

1.2.3 CONTRACTOR is not entitled to the rights of benefits afforded to Tribal employees, including, but not limited to, disability or unemployment insurance, workers’ compensation, medical insurance, annual or sick leave, or any other employment benefit accorded to Tribal employees.

1.2.4 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.

1.3 Contract documents consist solely of this written Contract signed by both parties, and any attachments specifically referenced herein.

2.

TERM The term of this Contract shall be until one-year from the effective date of this contract” 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 Services to be performed by CONTRACTOR are assisting CTCLUSI departments in preparing compelling grant proposals. Contractor will assist departments in writing grant proposals, aiming to align with the organizational needs and the grantor’s objectives. This role requires a skillful blend of communication, research, and project management skills to increase the chance of receiving grants.

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

3.4

STANDARD OF PERFORMANCE:

3.4.1 All Services generated under this Contract by CONTRACTOR, outside consultants, or subcontractors, shall be based upon CONTRACTOR’s knowledge, experience, and professional judgment and shall be performed with the standard degree of skill and care exercised by members of the same profession currently practicing on similar projects and under similar circumstances.

3.4.2 CONTRACTOR shall provide the services set forth herein consistent with the standard of skill and care ordinarily provided by like professionals within this geographic region.

3.4.3 CONTRACTOR shall ensure all Services generated under this Contract are performed in compliance with all applicable national, federal, state, municipal laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction, and the CONTRACTOR shall be fully responsible for providing Services that are complete and adequate for the purposes intended by the Tribe.

4.

COMPENSATION

4.1 The Tribe shall compensate CONTRACTOR as set forth in the Compensation Schedule, marked as Attachment B and incorporated herein by this reference determined by the Scope of Work (Attachment A). However, if a conflict should arise between this Contract and (Attachment B) the terms and conditions contained in this Contract shall control.

4.2 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 the Tribe. Payment of compensation and reimbursement of expenses shall be made within 60 days from the date of receipt of CONTRACTOR’s invoice. CONTRACTORS’s invoice shall include copies of receipts for all reimbursable expenses. All invoices shall be itemized and verified by CONTRACTOR and shall also be approved by the CEO or her designee.

4.3 Compensation to CONTRACTOR shall be made in accordance with standard CTCLUSI operating procedures.

4.4 In the event that this Contract is terminated before completion of the Contract term, CONTRACTOR shall receive such compensation as is due under this Contract to the date of termination set forth in such notice, so long as the CONTRACTOR is performing in conformity with the terms of this Contract and all Tribal property is returned to the Tribe.

4.5 Advanced written approval shall be obtained from the Tribe for additional amounts for fees and expenses.

5.

GENERAL PROVISIONS

5.1 Integration. This Contract expresses the complete understanding of the parties, and supersedes 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 of after this Contract shall be valid as between the signing parties.

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

5.3 Property of the Parties 5.3.1 All records, of any nature, whether existing at the time of this Contract, produced through the efforts of the CONTRACTOR in furtherance of the services provided under this Contract, or obtained by CONTRACTOR from any other source in furtherance of services provided under this Contract, and whether prepared by the CONTRACTOR or otherwise, shall remain the exclusive property of the Tribe.

5.3.2 All Tribal equipment, books, and files/records utilized by CONTRACTOR in performing CONTRACTOR’s duties under this Contract shall be returned immediately to the Tribe by CONTRACTOR upon the expiration or termination of this Contract, regardless of whether any dispute exists between the Tribe and CONTRACTOR at and/or following the expiration or termination of this Contract.

5.3.3 Intellectual Property.

5.3.3.1 CONTRACTOR agrees that ownership of all materials developed under this Contract shall be in the Tribe.

5.3.3.2 CONTRACTOR may retain all personal notes relating to work under this Contract and may retain copies of documents generated by CONTRACTOR pursuant to this Contract; provided, however, that copies of all notes and ORIGINAL copies of all documents created in the performance of this Contract, shall be provided to the Tribe.

5.4 Waiver 5.4.1 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.

5.4.2 Nothing in this Contract shall be construed to waive the Tribe’s sovereign immunity from suit.

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

5.6 Governing Law. The laws of the Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians 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 Indians 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 Indians shall be the proper forum and venue.

5.7 Indemnification.

5.7.1 CONTRACTOR shall at its own expense, promptly reimburse the Tribe for the defense of, and hold the Tribe 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 CONTRACTOR and its principals, officers, employees, agents, assigns, and subcontractors in the performance of obligations arising under this Contract, provided the Tribe 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 required pursuant to section 5.9.

5.7.2 The Tribe shall promptly reimburse CONTRACTOR for the defense of, 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 the Tribe and its officials, employees, agents, and subcontractors in the performance of obligations arising under this Contract, provided: (i) the Contractor promptly notifies the Tribe in writing of any such claim; (ii) the Tribe shall have the exclusive right to control the defense; and (iii) the amount does not exceed and is otherwise covered by the Tribe’s liability insurance.

5.8 Insurance 5.8.1 CONTRACTOR shall maintain, during the term and each renewal or extension of this Contract, at its own expense, the following insurance: (i) professional liability insurance with limits of at least $1 million per claim and $1 million in the aggregate; (ii) statutory workers’ compensation insurance or equivalent industrial accident insurance covering all employees as required by law; (iii) commercial automobile liability coverage (if the use of automobiles is required) for all owned, hired, borrowed, leased, or non-owned automobiles, providing bodily injury and property damage liability coverage with a combined single limit of $1,000,000; (iv) employer’s liability insurance with limits of at least $1 million per claim and in the aggregate; and (v) commercial general liability insurance (including, but not limited to, premises operations, property damage, products/completed operations, contractual liability, and personal injury) with limits of at least $1,000,000 per occurrence/ $2,000,000 annual aggregate.

5.8.2 The Tribe shall maintain, during the term and each renewal or extension of this Contract, at its own expense, the following insurance: (i) statutory workers’ compensation insurance or equivalent industrial accident insurance covering all employees as required by law; (ii) commercial automobile liability coverage (if the use of automobiles is required) for all owned, hired, borrowed, leased, or non-owned automobiles, providing bodily injury and property damage liability coverage with a combined single limit of $1,000,000; and (iii) commercial general liability insurance (including, but not limited to, premises operations, property damage, products/completed operations, contractual liability, and personal injury) with limits of at least $1,000,000 per occurrence/ $2,000,000 annual aggregate.

5.8.3 Insuring carriers for each Party shall be rated at least A‑VIII by AM Best. Within thirty (30) days of the execution of this Contract, CONTRACTOR shall furnish to the other a certificate evidencing the insurance required above. Each Party shall provide the other Party with thirty (30) days prior written notice of cancellation or non-renewal.

5.9 Termination.

5.9.1 Either party may terminate this Contract at any time with or without cause upon providing the other party written notice or by mutual agreement. Any written notice of termination shall be delivered to the party representative via electronic transmission, with a copy to follow by first class mail.

5.9.2 In the event of the death or disability of CONTRACTOR, this Contract may be terminated by the Tribe, and the Tribe shall pay to the administrator or personal representative of CONTRACTOR's estate any compensation due CONTRACTOR hereunder.

5.10 Third Party Beneficiary. No third party shall be a beneficiary of a party’s rights or benefits under this Contract.

5.11 Time is of the Essence. Time is of the essence for all purposes of this Contract.

5.12 Force Majeure. In 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 efforts to overcome or cure such act or condition to the extent it is within its power to effect such cure.

5.13 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.

5.14 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.

5.15 Counterparts This Contract may be signed in counterparts, each of which may be deemed an original, and all of which together constitute one and the same agreement. Digitized or electronic signatures that are duly affixed with the knowledge and consent of the individual whose signature is represented will be deemed valid for all purposes. Delivery of a signed counterpart in any digitized or electronic format (e.g., PDF) by electronic mail or other electronic means, or delivery of a signed counterpart by facsimile, will be deemed effective delivery for all purposes.

IN WITNESS HEREOF, we the undersigned have executed this Contract:

THE CONFEDERATED TRIBES OF COOS,

LOWER UMPQUA AND SIUSLAW INDIANS

CONTRACTOR

By: ____________________________

Lee Ann Wander

Chief Executive Officer Date: ____________________________ By: ____________________________

Katie LeDoux Sunflower Grant Writers Date: ____________________________

ATTACHMENT A – SCOPE OF WORK

ATTACHMENT B – COMPENSATION

Professional Services Agreement