SAMPLE contract.pdf

1409 NE Diamond Lake Blvd Suite 110 | Roseburg, OR 97470 | OFFICE 541.440.4777 | FAX 541.440.4771| www.douglasesd.k12.or.us P a g e 1 | 3

CONTRACT NAME

Select One Select One

Between Vendor Name (“Select One”) --and-- Douglas Education Service District: Dept/Program Name (“Douglas ESD”)

PERFORMANCE OF SERVICES under this agreement begins on 7/1/2026, and shall remain in effect until 6/30/2027.

DESCRIPTION OF SERVICES

The Douglas ESD will:

• Add Responsibilities

The Select One will:

• Add Responsibilities

• Exp. Contract: Email invoices to esd staff email@douglasesd.k12.or.us | cc: addt'l esd staff@douglasesd.k12.or.us

• Rev. Contract: Email current Accounts Payable information and preferred invoice delivery method to ar@douglasesd.k12.or.us

IN CONSIDERATION FOR SERVICES PERFORMED, the Select One will provide the following compensation to the Select One for services outlined in this Agreement, an amount not to exceed $0.00.

INVOICE/PAYMENT SCHEDULE

• Unless otherwise indicated, payments will be made net 30 days.

• Final invoices due no later than 10 business days after contract end date.

• Select One o If Quarterly Invoices selected, invoices will be sent on Sept. 1, Dec. 1, Mar. 1, and May 1 for $0.00 each quarter.

Attachments: Select One

This agreement is made and entered into by the authorized signers of the two parties in this Agreement.

Analicia Nicholson Date Authorized Signer Date Superintendent | Douglas ESD Title | Vendor Name Mailing Address | City ST Zip

ESD Dept Signer Date Signer Date Title| Douglas ESD Title | Vendor Name

1409 NE Diamond Lake Blvd Suite 110 | Roseburg, OR 97470 | OFFICE 541.440.4777 | FAX 541.440.4771| www.douglasesd.k12.or.us P a g e 2 | 3

Terms and Conditions

AUTHORITY FOR INTERAGENCY AND DISTRICT AGREEMENTS is found in ORS 190.003 to 190.110 Intergovernmental-Cooperation, Section

2. This agreement shall be construed and enforced in accordance with the laws of the State of Oregon.

Provision of Services: Such services shall meet all requirements as established by Oregon Revised Statutes (ORS), Oregon Administrative Rules, and federal law. The parties agree to comply with all applicable Federal, State, County, and municipal regulations with respect to the provision of the services described above. If employees are utilized by either party to perform these services, the employer will cover its employees by worker’s compensation insurance and will pay all wages, withholding and benefits as required by Federal and State law.

Defense, Indemnity, and Insurance Provisions: Subject to any and all limitations, exclusions, and notice requirements of the Oregon Tort Claims Act (ORS 30.260 through 30.300) and the constitution of the State of Oregon, each party shall be responsible for their own acts and those of its officers or employees. Each party agrees that it will hold harmless, waive, release, indemnify, defend, and discharge the other party from all liability and claims arising from each party’s own acts and omissions. The parties agree to this defense and indemnification to the fullest extent allowed by law, which includes liability and claims arising from negligent acts or omissions for any and all actions, claims, suits, or threats thereof arising out of property damage or injuries caused by their own Agency, its agents, employees, representatives, or assigns, in performance of this agreement. Both parties agree to have adequate general liability coverage to cover any tort claim that could arise from this agreement including coverage for sexual misconduct, and injuries to the head, brain, neck, and spine. Both parties and their officers or employees are prohibited from having any direct, unsupervised contact with school-aged children without first complying with state fingerprinting requirements.

Fingerprinting and Background Checks: Contractor will provide information necessary for Douglas ESD to perform background checks on any employee who may have direct, unsupervised contact with students, in accordance with state law and Douglas ESD policy. All of Contractor’s employees who may have direct, unsupervised contact with students will complete Douglas ESD’s sexual conduct and child abuse training program prior to having direct, unsupervised contact with students.

Sexual Conduct and Child Abuse: Contractor acknowledges Douglas ESD’s obligations related to abuse and sexual conduct. If there are reports or allegations of sexual conduct or abuse involving one of the Contractor’s employees, Contractor agrees to immediately remove that employee from providing services to the Douglas ESD. Contractor will follow Douglas ESD’s requests for removal of such employees following a report or allegation. Contractor will cooperate in any investigation being conducted by Douglas ESD, law enforcement, DHS, ODE and/or TSPC. Contractor has received information regarding abuse and sexual conduct and Douglas ESD will provide current information to Contractor on an annual basis.

Force Majeure Provisions: Both parties agree to reschedule services at no additional cost due to natural or man-made disasters; weather events rendering participation unsafe for participants and/or employees of either party; war, terrorism, or threats of terrorism, civil disorder or threats of civil disorder, labor strikes or disruptions; fire; disease or medical epidemics/pandemics or outbreaks rendering participation unsafe for participants and/or employees of either party. If services cannot be rescheduled, both parties agree to compensation only for work already completed for services and/or events requiring cancellation. Neither Douglas ESD nor Contractor shall be responsible for delay, default, or termination of contract caused by any contingency beyond their control.

Termination Provision: Either party may terminate this Agreement without cause upon sixty (60) calendar days’ advance written notice. Any such termination of this Agreement shall be without loss or relinquishment to any rights, remedies, obligations, or liabilities of either Party already accrued prior to such termination. Upon late termination of this Agreement by either Party, each Party shall pay all costs accrued by the other Party as of the date of termination, including, without limitation, non-cancelable obligations for the Term (which shall include all appointments of staff incurred prior to the effective date of the termination).

Severability: If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable, and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included.

Attorney Fees: In the event an action, suit, administrative hearing, or other proceeding (including any appeal thereon or proceeding under the U.S. Bankruptcy laws), be instituted to enforce any provision of this agreement, the prevailing party shall be entitled to recover reasonable attorney fees, costs, disbursements, and litigation expenses, as provided by law.

Entire Agreement: This agreement sets forth the entire understanding of the parties and supersedes any and all prior negotiations, discussions, agreements, and understandings between the parties. This agreement may not be modified or amended except by a written agreement executed by both parties.

1409 NE Diamond Lake Blvd Suite 110 | Roseburg, OR 97470 | OFFICE 541.440.4777 | FAX 541.440.4771| www.douglasesd.k12.or.us P a g e 3 | 3

For Douglas ESD Office Use Only GL Acct #: $0.00 Award #: Full Award #-27 $0.00 $0.00 $0.00 $0.00

Contracts Department Date Venice Anderson Date Douglas ESD Chief Financial Officer | Douglas ESD