Sample Contract.docx

SAMPLE CONTRACT BETWEEN

THE CONFEDERATED TRIBES OF COOS, LOWER UMPQUA AND SIUSLAW INDIANS

AND

The terms of this Contract between the Confederated Tribes of Coos, Lower Umpqua & Siuslaw Indians (“CTCLUSI” or “Tribe”) and ______________________________ (“CONTRACTOR”), for all labor and materials required to complete the work generally described as ___________________ specifically set forth herein, shall become effective on the date of the last signature and shall expire on ____________ unless both parties sign a document extending this contract term.

EXHIBITS

1. PARTY REPRESENTATIVES, CONTRACT DOCUMENTS, AND ASSIGNMENTS

1.1 CONTRACTOR shall be directly responsible to Department of Forest Management (Forestry) personnel for all purposes contractual, supervisory, and performance-related under this Contract.

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 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.

1.1.4 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.

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

2. TERM

2.1 The term of this Contract shall be from the Effective Date to ________________ or until the parties mutually agree in writing that the CONTRACTOR has completed the services to be performed under this Contract, whichever occurs sooner.

3. SERVICES TO BE PERFORMED BY CONTRACTOR

3.1 Work to be performed by CONTRACTOR is generally described as _______________________________ 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.

3.1.2 Tasks that are not specified herein may be performed by the CONTRACTOR if approved by Forestry staff before being performed.

3.1.3 Contractor agrees not to perform work beyond Contractor’s expertise or the approved Scope of Work of this Agreement.

3.2 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, if applicable. 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 Work, and shall perform all Work in accordance with industry standards for quality, timeliness, and safety.

4. SUBCONTRACTOR AND MATERIAL SUPPLIER APPROVAL

4.1 Contractor shall not award or enter into any contract with any subcontractor or material supplier without Tribe’s approval of the identity of such subcontractor or material supplier.

4.2 Contractor shall furnish to Tribe 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 Work.

4.3 Each subcontract agreement shall allow assignment to Tribe, at Tribe’s written election, following any termination of this Agreement and, in the alternative, shall allow termination without penalty if this Agreement is terminated for Tribe’s convenience.

4.4 Contractor shall not contract with any such proposed person or entity to whom Tribe has made reasonable objection.

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

5. MEANS AND METHODS

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

4. COMPENSATION

4.1 Subject to the provisions of this Agreement and the availability of Tribal funding, Contractor shall be paid at the rate shown in Exhibit B: Cost of Work.

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 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 the Tribe, and (v) other details as required by the Tibe. All invoices shall be itemized and verified by CONTRACTOR and shall also be approved by the CEO or her designee. The Tribe will not make advance payments under this Contract.

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

4.4 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.

5. GENERAL PROVISIONS

5.1 Integration. 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.

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

5.3 Waiver.

5.3.1 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.

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

5.4 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.

5.5 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.

5.6 Indemnification.

5.6.1 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.

5.6.2 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.

5.9 Insurance

5.9.1 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.

5.10 Termination.

5.10.1 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 delivered to the party representative via electronic transmission, with a copy to follow by first class mail.

5.10.2 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.

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

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

5.13 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.

5.14 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.

5.15 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.

5.16 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.

6. DEBARMENT AND SUSPENSION

6.1 By signing this contract, the contractor certifies that, to the best of its knowledge and belief, it and its principals:

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

6.1.2 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;

6.1.3 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

6.1.4 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.

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

6.3 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).

6.4 In the event of a breach of this certification, CTCLUSI may pursue any available remedies, including suspension, termination, and debarment.

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

SIGNATURES

For the Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians

Date

For ___________________ (Contractor):

Date

CTCLUSI Department of Forest Management Contract Exhibit A: Scope of Work

[Insert Scope of Work]

Exhibit B: Cost of Work [Insert Cost]

Exhibit C: Insurance Requirements

Contractor shall, at its own cost and expense, obtain and keep in full force and effect the insurance described in this Exhibit C with coverage amounts that are no less than the minimum coverage amounts described therein. In addition to the terms and conditions described in the attached schedule, Contractor’s insurance shall be subject to the following terms and conditions.

(a) Contractor’s insurance shall cover the activities of Contractor, any subcontractor and anyone directly or indirectly employed by the Contractor or any subcontractor (including anyone for whose acts any of them are liable). Such insurance shall be continuously maintained during the entire course of Work.

(b) Contractor shall not commence the Work until Contractor has furnished a certificate of insurance in a form satisfactory to Tribe evidencing that Contractor has obtained insurance in accordance with this Section. If a certificate expires, a renewal certificate is required before any employee is allowed on the Property. Delivery of any certificate of insurance to Tribe shall not constitute Tribe’s approval or agreement that Contractor’s insurance requirements have been met or that the insurance policies shown in the certificates of insurance are in compliance with these requirements.

(c) Tribe makes no representation that the insurance required herein will necessarily be adequate to protect the Contractor. Contractor’s insurance obligations will not reduce or limit the Contractor’s obligation to indemnify Tribe pursuant to the terms of this Agreement.

(d) To the extent commercially available, with the exception of Contractor’s worker’s or worker’s compensation insurance, Contractor’s insurance policies will include the obligation to defend and include CTCLUSI as Additionally Insured.

(e) The Contractor will cause each subcontractor employed by Contractor to purchase and maintain insurance of the types and in the amounts specified below. When requested by the Tribe, the Contractor will furnish copies of certificates of insurance evidencing coverage for each subcontractor pursuant to the requirements described herein.

(f) Insuring carriers for the Contractor shall be rated at least A VIII by AM Best.

INSURANCE AMOUNTS

Confederated Tribes of Coos, Lower Umpqua & Siuslaw Indians

INSURANCE REQUIREMENTS FOR CONTRACTORS

Contractors Liability Insurance:

I. Workers Compensation

Contingent Employers Liability with minimum limits of:

· $1,000,000 Each accident

· $1,000,000 Disease Policy Limit

· $1,000,000 Disease Each Employee

Contractor shall secure its liability for industrial injury to its employees in accordance with the provisions of Oregon state law. Contractor shall be responsible for confirming compliance with this provision through the appropriate state agency or insurance agent.

II. Commercial General Liability

Combined single limits Bodily Injury and Property Damage:

· $1,000,000 Each Occurrence

· $1,000,000 Personal & Advertising Injury Limit

· $2,000,000 Products/Completed Operations Limit

· $2,000,000 General Aggregate Limit

Umbrella Liability Insurance Required:

· $1,000,000 Each Occurrence

· $1,000,000 Aggregate

· $10,000 Maximum Self-Insurance Retention

III. Loggers Broad Form Property Damage Liability

· $1,000,000 Each Occurrence

· $1,000,000 Policy Aggregate

IV. Automobile

· $1,000,000 Combined Single Limit

No items will be awarded until these insurance requirements have been met. All questions regarding insurance coverage should be directed in writing to CTCLUSI Forestry staff listed in the advertisement. If any insurance requirements are allowed to lapse, the contract will be terminated immediately and Contractor's holdback will be used to pay any additional expenses incurred by the Tribes to measure the remaining contracted stands.

Exhibit D -- Sample Contract 2