Sample Contract for Planetarium.pdf

FORM OF CONTRACT

Medford School District Planetarium Upgrade Project This Contract (“this Contract”) is made by and between Medford School District 549C (hereinafter called “Owner”), and __________________ (hereinafter called “Contractor”), for the provision and installation of certain hardware and software in connection with an upgrade to the North Medford High School planetarium by Contractor, as well as the extraction of the existing A3P star projector and console (“the Project”).

This Contract shall become effective on the date this Contract has been signed by all parties.

The Contract Documents consist of:

(a) this Contract;

(b) the RFP dated TBD issued by Owner for the Project, including but not limited to the Specifications included as part thereof, attached hereto as Exhibit “A” and by this reference incorporated herein (“the RFP”); and

(c) Contractor’s accepted proposal, dated TBD, in response to the RFP attached hereto as Exhibit “B” and by this reference incorporated herein (“Contractor’s Proposal”).

In the event of any conflicts or discrepancies between the Contract Documents, interpretations will be based on the following descending order of preference: (1) any executed amendments to this Contract or executed change orders, with those of later date having precedence over those with an earlier date; (2) this Contract; (3) the RFP; and (4) Contractor’s Proposal.

1. Materials and Services to Be Provided by Contractor. TBD

2. Contract Price; Payment. Owner agrees to pay Contractor for all

Contractor’s work on the Project, including any and all materials incorporated into the Project and any and all labor provided by Contractor and/or its subcontractors, the total sum of TBD, the amount set forth in Contractor’s Proposal attached as Exhibit “B” (the “Contract Price”). The Contract Price is a “not to exceed” amount and may only be changed or amended following the execution of an authorized change order by Owner and Contractor. In consideration for payment of the Contract Price to be paid to Contractor by Owner, Contractor agrees to pay for all labor, materials, equipment, tools, and other services necessary to perform all work described and reasonably inferred from the Contract Documents. Contractor has reviewed the RFP, including but not limited to the Specifications included as a part thereof, for the Project and warrants that the work to be performed by Contractor under this Contract covers all items of work, labor and materials necessary to complete the Project as set forth in the RFP and Specifications. The Contract Price is payable TBD. Contractor shall not submit billings for, and Owner will not pay for, any amount in excess of the Contract Price.

3. Authorized Representatives.

• Contractor has named TBD as its authorized representative to act on its behalf.

• Owner designates TBD as its authorized representative to act on its behalf.

The above-named individuals shall be the initial point of contact for matters related to Contract performance, payment authorization, and to carry out the responsibilities of the Owner.

• Contractor’s Project Manager is TBD.

• Contractor’s Superintendent is TBD.

4. Contract Dates.

• Commencement of onsite work date TBD.

• Substantial completion date TBD.

• Final completion date TBD.

Contractor shall not commence work on the Project or under this Contract until a Notice to Proceed has been issued to Contractor. In the event the Project is not completed on time, Contractor will be responsible for damages incurred by Owner as a result of such failure.

Notwithstanding the Contract Dates set forth above, Contractor will, at all times:

(a) exert its best efforts to complete all work on the Project at the earliest possible time; (b) furnish sufficient labor and materials to assure efficient progress on the Project; and (3) have a competent foreman or superintendent on the Project site at all times.

5. Tax Compliance. Individuals signing on behalf of Contractor hereby affirm under penalty of perjury as provided in ORS 305.385(6) that, to the best of Contractor’s knowledge, the Contractor is not in violation of any of the tax laws described in ORS 305.385(4).

6. Contractor Shall Comply With The Following:

6.1. Identification. Contractors and Subcontractors performing work on

Owner’s property shall be in full uniform at all times. Uniforms shall include shirt with company identification attached. In addition, all such persons shall carry photo identification and will present such to anyone on request. If such identification cannot be produced by Contractor, or is not acceptable to Owner, Owner may provide, at its sole discretion, such identification tags to Contractor.

Contractor shall bear the entire cost of producing and assigning such identification.

Contractors and Subcontractors that do not have specific uniforms for employees shall provide identification tags as described above and/or any other mechanism that Owner, in its sole discretion, determines is required to easily identify Contractors and Subcontractors when on site.

6.2. No Smoking. Smoking or other use of tobacco is prohibited on Owner’s property.

6.3. No Drugs. Owner’s property and schools are drug-free zones.

6.4. No Weapons or Firearms. Weapons and firearms are prohibited on

Owner’s property.

6.5. Safety. Prior to instituting work on Owner’s property, Contractor, its Subcontractors and suppliers shall review the safety and security policies issued by Owner’s Risk Management Department and shall comply with those policies while on Owner’s property.

6.6. No Unsupervised Contact with Students. "Unsupervised contact with students" means contact with students that provide the person opportunity and probability for personal communication or touch when not under direct supervision.

Contractor will ensure that Contractor, any Subcontractors, and their officers, agents, and employees will have no direct unsupervised contact with students while on Owner’s property. Contractor will work with Owner to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, agents, or employees will have direct, unsupervised contact with students in a particular circumstance or circumstances, Contractor shall so notify Owner prior to beginning any work that could result in such contact. Contractor authorizes Owner to obtain information about Contractor and Contractor's history and to conduct a criminal background check, including fingerprinting, of any officer, agent, or employee of Contractor that will have unsupervised contact with students. Contractor also agrees to cause Contractor's employees and/or Subcontractors, if any, to authorize Owner to conduct such background checks.

Contractor shall pay all fees assessed by Oregon Department of Education for processing the background check. Owner may deduct the cost of such fees from a progress or final payment to the Contractor under this Contract, unless the Contractor elects to pay such fees directly.

6.7. Sexual Conduct Training. Owner does not tolerate child abuse or sexual conduct in any form. All employees and contractors, including Contractor, are required to report known or suspected incidents of child abuse and sexual harassment. Contractor acknowledges Owner’s obligations related to child abuse, as defined in ORS 419B.005, and sexual conduct, as defined in ORS 339.370(11).

If there are reports or allegations of sexual conduct or child abuse involving one of Contractor’s employees, officers or agents, Contractor agrees to immediately comply with Owner’s requests for removal of such person. Contractor will cooperate in any investigation being conducted by Owner, law enforcement, Oregon Department of Human Services, Oregon Department of Education, and/or Oregon Teacher Standards and Practices Commission. Each of Contractor’s employees, agents, or subcontractors that will be providing services under this Agreement on Owner’s property will be required to successfully complete sexual misconduct training, in a format to be designated by Owner.

6.8. Site Security. Contractor will keep the site secure so as to avoid unreasonable risk of harm to Owner’s personnel, students, guests and invitees.

7. Employment Standards. Contractor agrees that upon request by Owner, it shall remove from all of Owner’s premises any employee of Contractor and any subcontractor personnel of Contractor who, in the sole opinion of Owner, is guilty of improper conduct or is not qualified to perform the work assigned.

8. Compliance with Applicable Laws. Contractor shall comply with all federal, state, and local laws and ordinances applicable to the work under this Contract, including, without limitation, the provisions of ORS 279C. Without limiting the generality of the foregoing, the Contractor expressly agrees to comply with: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) The Americans with Disabilities Act of 1990 (Pub L No. 101-336), and all regulations and administrative rules established pursuant to those laws; and (iv) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

9. Warranty. In addition to any other warranties provided by Contractor to Owner, Contractor warrants complete installation of all services and equipment to be free from defects and materials and workmanship for a period of no less than two (2) years from the final completion date set forth herein.

10. Independent Contractor. Contractor shall perform the work required by this contract as an independent contractor. Although Owner reserves the right (a) to determine (and modify) the delivery schedule for the work to be performed and (b) to evaluate the quality of the completed performance, Owner cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the work. Contractor represents and warrants to Owner that Contractor: (a) is not an employee of Medford School District 549C; and (b) meets the specific independent contractor standards of ORS 670.600, as certified on the Independent Contractor Certification Statement attached as Exhibit “C” and by this reference made a part hereof.

11. Subcontracts and Assignments; Successors in Interest – Contractor shall not enter into any subcontracts for any of the work required by this Contract, or assign or transfer any of its interest in this Contract, without the prior written consent of Owner. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their permitted successors and assigns, if any.

12. Merger Clause. The Contract Documents constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in the Contract Documents. No waiver, consent, modification, or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given.

13. Attorneys’ Fees. If a suit or action is filed to enforce any of the terms of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum which a court, including any appellate court, may adjudge reasonable as attorneys’ fees.

14. Rule of Construction. The rule of construction that a contract is construed against the drafter shall not apply to any dispute over the interpretation or application of this Contract.

15. No Third Party Beneficiaries. District and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

16. Termination. This contract may be terminated at any time by mutual consent of both parties, or by Owner upon 30 days’ notice, in writing and delivered by certified mail or in person. In addition, Owner may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such latter date as may be established by Owner, under any of the following conditions: (a) if any license or certificate required by law or regulation to be held by Contractor to perform the work described in this Contract is for any reason denied, revoked, suspended or not renewed; (b) if Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from Owner, fails to correct such failures within 10 business days or such other period as Owner may authorize or require. The rights and remedies of Owner provided in this paragraph are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract. Termination or modification of this Contract as provided herein shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination Contractor shall immediately cease all activities under this Contract, unless expressly directed otherwise by Owner in the notice of termination. Further, upon termination, Contractor shall deliver to Owner all Contract documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed.

17. Records Maintenance; Access. Contractor shall maintain full fiscal records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor’s performance hereunder. Contractor acknowledges and agrees that Owner and its duly authorized representatives shall have access to such fiscal records and to all other books, documents, papers, plans and writing of Contractor that are pertinent to this Contract for the purpose of performing examinations and audits, and making excerpts and transcripts. All such fiscal records, books, documents, papers, plans, and writings shall be retained by Contractor and kept accessible for a minimum of three (3) years, except as required longer by law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

18. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly provide to the Oregon Department of Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. Contractor shall demonstrate its legal capacity to perform these services in the State of Oregon prior to entering into this Contract.

19. Governing Law; Venue. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon. Any claim, action, or suit between Owner and Contractor that arises out of or relates to performance of this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. Provided however, that if any such claim, action, action, or suit may be brought only in a federal forum, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon located in Medford, Oregon.

20. Indemnity. Contractor shall defend, save, hold harmless, and indemnify Owner, its directors, officers, employees, and agents, from all claims, suits, or actions of whatsoever nature resulting from or arising out of the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract.

21. Insurance. Contractor shall provide insurance as indicated on Exhibit D, attached hereto and by this reference made a part hereof.

22. Ownership of Work Product. All work products of Contractor that result from this Contract (“the work products”) are the exclusive property of Owner. In addition, if any of the work products contain intellectual property of Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants to Owner a perpetual, royalty-free fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use and re-use, in whole or in part, and to authorize others to do so, all such work products, including but not limited to databases, templates, materials, training manuals and other training materials and any other information, designs, plans, or works provided or delivered to Owner or produced by Contractor under this Contract.

23. Force Majeure. Neither Owner nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond, respectively, Owner’s or Contractor’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

24. Severability. The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

25. Waiver. The failure of Owner to enforce any provision of this Contract shall not constitute a waiver by Owner of that or any other provision.

26. Execution and Counterparts. This Contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF Owner and Contractor execute this Contract effective as of the date last set forth below.

CONTRACTOR OWNER

______________________________ MEDFORD SCHOOL DISTRICT

549C

By: _______________________ Date By: ________________________ Date

TITLE TITLE

EXHIBIT A

REQUEST FOR PROPOSALS

To Be Added Upon Contract Execution

EXHIBIT B

CONTRACTOR’S PROPOSAL

To Be Added Upon Contract Execution

EXHIBIT C

CONTRACTOR DATA

Business Name: __________________________________________ Business Address: __________________________________________ Contractor Phone: _________________ Contractor Email____________________________ Federal Tax I.D.# _____________ Contractor License #______________ Exp. Date: ______

Payment information will be reported to the Internal Revenue Service under the name and tax payer I.D.

number provided above. Information not matching the Internal Revenue Service’s records could subject

Contractor to a 31% backup withholding.

CERTIFICATION STATEMENT FOR CORPORATION

OR INDEPENDENT CONTRACTOR

NOTE: Contractor Must Complete EITHER A OR B below (do NOT sign both):

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A

PARTNERSHIP.

I certify under penalty of perjury that Contractor is a [check one]:

Corporation Limited Liability Company Partnership authorized to do business in the State of Oregon.

Signature Title Date

OR

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT

CONTRACTOR.

Contractor certifies under penalty of perjury that the following statements are true:

1. If Contractor is providing labor or services under this Contract for which registration is required under

ORS Chapter 701, Contractor has registered as required by law, and

2. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and

3. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business, and

4. All of the statements checked below are true.

NOTE: Check all that apply. You must check at least four (4) to establish that you are an

Independent Contractor.

A. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence that is set-aside as the location of the business.

B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association.

C. My business telephone listing is separate from my personal residence telephone listing.

D. I perform labor or services only under written contracts.

E. Each year I perform labor or services for at least two different persons or entities.

F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide.

Signature Date

EXHIBIT D

INSURANCE REQUIREMENTS

A. Commercial General Liability Insurance on an "occurrence" policy form covering Bodily Injury and Property Damage, Products/Completed Operations, Personal & Advertising Injury, and blanket Contractual Liability. Such insurance shall be primary and non-contributory, and provide limits of at least $1,000,000 per Occurrence and a General Aggregate of at least $2,000,000. "Medford School District 549C and its officers, employees and agents while acting within the scope of their duties as such" shall be named an Additional Insured by endorsement.

B. Commercial Automobile Liability Insurance for Bodily Injury and Property Damage covering owned, non-owned, rented, and hired autos. Such insurance shall provide a combined single limit per accident of at least $1,000,000.

C. Workers Compensation Insurance meeting statutory requirements of Oregon Workers Compensation Law must be provided by Contractor (and any sub-contractor Contractor may use) for any subject workers, as well as Employers Liability Insurance with limit of at least $500,000.

D. Professional Liability Insurance (also known as "Errors and Omissions" or

"malpractice liability" insurance for professionally trained, licensed, or certified service providers) with a limit of at least $1,000,000. Such coverage may be on a "claims made" policy form. Should the Professional Liability Insurance policy be terminated for any reason, satisfactory "tail" coverage of an extended claims reporting period of at least two

(2) years shall be required and provided at the sole expense of Contractor.

Contractor shall submit to District certificates of insurance, along with any endorsements required above, for all policies listed above at time of this Agreement, and at any subsequent insurance renewal for the life of this Agreement. If Professional Liability Insurance is a requirement of this Agreement, because it is a claims-made coverage certificates of insurance for current coverage or activated tail coverage shall continue to be submitted to District for two (2) years following the effective term of this Agreement.

Notwithstanding insurance requirements stated or any modifications made thereto, in no case shall the presence or absence of any insurance coverage, or any insurance policy limit, provision, term, or condition reduce the obligations of Contractor for liability granted generally by law or specifically in the terms of this Agreement. In no case shall District be responsible for any amount of Contractor self-insurance, or any retention, deductible, or coinsurance amount required by Contractor's insurance policies.

Exhibits:

Exhibit A --- RFP Exhibit B --- Contractor’s Proposal Exhibit C --- Contractor Data and Certification Exhibit D --- Insurance Requirement