District Services Contract

DISTRICT SERVICES CONTRACT

This District Services Contract (the "Contract") is entered into as of Effective Date: by and between District Name: , having its principal place of business at ("District"), and Contractor Name: , having its principal place of business at ("Contractor").

RECITALS

WHEREAS, District requires certain services described herein for public operations, maintenance, or program support; and

WHEREAS, Contractor represents that it possesses the qualifications, experience, personnel, and resources necessary to perform such services in accordance with applicable law and industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for District.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the specific tasks and deliverables to be provided by Contractor as described in Section 2 and in the Contract Documents. A general statement of the Services is:

1.2 "Contract Documents" means this Contract, attachments, schedules, statements of work, and written amendments signed by both parties.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the Services in a professional and workmanlike manner in accordance with the standards of the industry and all applicable laws, regulations and District policies. Specific tasks, milestones, and deliverables are described in the Statement of Work below and in attachments.

3. TERM

3.1 Term. The term of this Contract shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

4.1 Compensation. District shall pay Contractor the fees set forth in the Fee Schedule. The total maximum compensation under this Contract shall not exceed $ unless approved in writing by District.

4.2 Payment Terms. Unless otherwise agreed in writing, District shall pay properly submitted invoices within days after receipt. Each invoice shall reference the Contract number and itemize work performed.

5. EXPENSES; TAXES

5.1 Expenses. District shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services. Pre-approval shall be documented in writing. Reimbursable expenses are limited to those set forth in the Fee Schedule or as otherwise agreed in writing.

5.2 Taxes. Contractor is responsible for all federal, state and local taxes arising from compensation paid to Contractor and from Contractor's performance of the Services, including employer payroll taxes where applicable.

6. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, or legal representative of District for any purpose. Contractor shall have sole responsibility for supervision, direction, compensation, and benefits of its personnel, and shall comply with all applicable employment and labor laws.

7. INSURANCE

7.1 Contractor shall maintain, at its own expense, insurance coverages appropriate to the Services, including commercial general liability with limits not less than $ per occurrence, automobile liability, and workers' compensation as required by law. Certificates evidencing such coverage shall be furnished to District upon request.

8. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless District, its officers, directors, employees and agents from and against all claims, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's performance of the Services, including the negligence or willful misconduct of Contractor, its employees, subcontractors or agents.

9. CONFIDENTIALITY

9.1 Contractor shall treat as confidential all non-public information obtained from District and shall not use or disclose such information except as necessary to perform the Services or as required by law. Confidential information shall be returned or destroyed upon request.

10. RECORDS; AUDIT

10.1 Contractor shall maintain complete and accurate records related to the performance of this Contract and District payments. Contractor shall retain such records for a period of years following final payment and shall permit District or its authorized representative to inspect and audit relevant records upon reasonable notice.

11. TERMINATION

11.1 Termination for Convenience. District may terminate this Contract for any reason upon days' prior written notice to Contractor. Contractor shall be paid for Services performed through the effective date of termination, subject to District's rights to set-off.

11.2 Termination for Cause. Either party may terminate this Contract upon written notice if the other party materially breaches any term of this Contract and fails to cure such breach within days after written notice specifying the breach.

12. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered by hand, electronic mail, or certified mail to the addresses set forth below or such other address as a party may designate by written notice. Notice is effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument signed by both parties. No waiver of any provision is effective unless in writing and signed by the party waiving the provision. This Contract may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument.

14. GOVERNING LAW; VENUE

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising under this Contract shall lie exclusively in the state or federal courts located within that state.

15. ENTIRE AGREEMENT; SEVERABILITY

This Contract, together with its Contract Documents, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The parties agree to perform such further acts and execute such further documents as may be necessary to carry out the provisions of this Contract. Headings in this Contract are for convenience only and shall not affect interpretation.

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