Terms & Conditions of Service

Part One: Definitions

Introduction
These terms define the conditions under which the sole proprietor, Lloyd Rain, hereinafter "Consultant,” shall undertake to provide services to the Client.

Client
The Client is the person or entity which has defined the required services and has agreed to pay the Consultant for the performance of the required services.

Services
The Services, as referenced herein, encompass the totality of the functions which the Consultant has undertaken to perform for the Client.

Agreement
The Agreement shall consist of the originating order from the Client, the proposal upon which it is based, these terms and conditions of service and any other associated documents such as letters of understanding, memoranda of understanding or drawings and specifications which may augment, enhance or modify the aforesaid documents.

Tax Payer Identification
Consultant certifies that its Federal Taxpayer's Identification Number is its Social Security Number, (xxx-xx-xxxx furnished as required) and that the Consultant is doing business as a Sole Proprietorship.

Independent Contractor
The Consultant shall independently perform all services specified in this Agreement, except as may be otherwise provided. The Consultant shall have sole control over the manner and means of providing the services performed under this Agreement including the selection and use of any Sub-Consultants used in the performance of the required services. The Consultant's relationship to the Client under this Agreement shall be that of Independent Contractor. The Consultant shall not act as an agent or employee of the Client for any purpose unless otherwise specified in the Agreement documents. Consultant shall not hire Client’s employees to perform any portion of the services specified herein, including clerical, secretarial, and similar incidental services, except with the prior written approval of the Client.

Part Two: General Conditions

Term of Agreement
The term of this Agreement shall be from the date of purchase order receipt or other authorization to proceed through the date of the final submittal by the Consultant to the Client. Assuming that the final submittal is acceptable, the Agreement shall be deemed to have been fully and successfully executed at that time and the Agreement shall be deemed completed on the date that the Consultant receives final payment from the Client.

Termination
The Consultant or the Client may terminate this Agreement for convenience or cause upon thirty days prior written notice to the other party. In the event of termination for convenience, the Consultant shall be paid for services satisfactorily performed under this Agreement up to the effective date of termination.

Communications
All communications affecting the Agreement shall be in writing and shall be sent by registered or certified mail or by an overnight courier service to Lloyd Rain, 1318 Wimbledon Place, Springfield, Oregon, 97477. A notice shall be deemed to have been given when received at the specified notification address. This paragraph does not apply to general correspondence or incidental communications.

Insurance
The Consultant carries the insurance coverage listed as "General Liability: $500,000 each occurrence," and agrees to maintain such insurance for the duration of the project or the term for which services will be rendered. Evidence of insurance in the form of a certification from the Consultant’s insurer shall be provided upon request.

Part Three: Compensation and Billing

Compensation
The Consultant shall receive compensation at the rate of $100.00 per hour as compensation for all services performed. This fee for service includes all secretarial, clerical, and similar incidental services necessary for the completion of the work. Reasonable expenses, including Client-authorized travel expenses, shall be reimbursed. Reimbursement requires appropriate documentation as determined by the Client. Fees are calculated in quarter hours and are invoiced accordingly. Consulting time is based upon the number of quarter hours or any portion thereof attributed to a given project; i.e., one hour and five minutes is invoiced at 1¼ hours.

Travel time is invoiced at half the standard fee per hour up to a maximum of $800.00 per calendar day.

Method of Billing
To receive payment, the Consultant shall submit an appropriately itemized invoice to the Client for services performed and allowable expenses incurred. The Agreement Number (or Purchase Order Number, if applicable) shall be included on the invoice.

Reimbursables
Reimbursables are invoiced at cost. Examples of reimbursables are:

Client Resources
Unless otherwise stated, it is understood that the Client provides no resources to the Consultant for the performance of the services; that is, such resources as office space, secretarial or clerical services, mailing services, computing services, copying, telephone and other associated services shall not be provided by the Client unless otherwise agreed in the contract or purchase order.

Part Four: Certifications

Intellectual Property
If services are being performed for a publicly funded agency or institution, all such services and associated submittals become the property of the public and no claim is made to ownership of such documents by the Consultant. All such documents may be freely distributed without restriction by both the Client and the Consultant.

If services are being performed for a private entity, Consultant owns all work produced by the Consultant as a result of the activity unless specifically stated otherwise in an associated Agreement. Documentation produced by the Consultant is considered the Consultant’s tools for accomplishing the objective and, as such, much like architectural and engineering drawings, the tools remain the property of the Consultant.

Non-Discrimination and Equal Employment Opportunity
The Consultant shall comply with applicable provisions of the U.S. Civil Rights Act, the Americans with Disabilities Act, and Section 504 of the U.S. Rehabilitation Act. The Consultant shall comply with Executive Order 11246, entitled "Equal Employment Opportunity", as amended by Executive Order 11375, and as supplemented by U.S. Department of Labor regulations (41 C.F.R. Chapter 60).

Record Retention and Audits
The Consultant shall maintain, for a period of three years after the date of completion of this Agreement or the date of final payment, all books and records relating to the performance of the services and necessary to support amounts charged by the Consultant for the execution of the services. The Agreement and all books and records related to the Agreement shall be available for review and audit by any entity desiring access to same.

State-Appropriated Funds
If the referenced services are funded from State-appropriated funds, the Consultant understands that this Agreement is subject to termination and cancellation without any penalty, accelerated payment, or other recoupment mechanism in any fiscal year for which the state fails to make an appropriation to the Client for continuation of this Agreement. In the event of termination for lack of appropriation, the Consultant shall be paid for services performed under this Agreement up to the effective date of termination.

Federal Funding
If the referenced services are federally funded, the Consultant certifies that Consultant is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency.

The Consultant has never been convicted of or had a civil judgment rendered against him for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or Local) transaction or Agreement in violation of Federal or State Antitrust Statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement or receiving stolen property.

The Consultant is not presently indicted or criminally or civilly charged by any government entity with commission of any criminal offenses.

The Consultant has never had any public transactions terminated for cause or default.

No funds have been paid or will be paid by the Consultant to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any agreement, the making of any grant, the making of any loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any agreement, grant, loan or cooperative agreement (“lobbying”).

International Boycott
The Consultant certifies that he has never and shall not participate in an international boycott in violation of the provisions of the U.S. Export Administration Act of 1979 or the regulations of the U.S. Department of Commerce promulgated under that Act (Public Act 88-671).

Warranties
The services provided by the Consultant shall conform to all applicable specifications and Client's requirements. For ninety days following Client’s acceptance of the services, Consultant shall correct and repair, at no cost to the Client, any defect, malfunction or non-conformity that prevents such services from conforming and/or performing as warranted.

Compliance, Licenses and Permits
The Consultant agrees to comply with all laws, statutes, regulations, rulings, or enactments of all governmental authorities. The Consultant shall obtain (at his own expense) from third parties, including state and local governments, all licenses and permissions necessary for the performance of the services.

Covenant Against Contingent Fees
The Consultant warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement based upon a commission, percentage, brokerage, or contingency fee.

Force Majeure
Neither party hereto shall be liable in damages for any delay or default in performing its respective obligations under this Agreement if such delay or default is caused by conditions beyond its control. Such conditions include but are not limited to, acts of God, government restrictions, strikes, fires, floods, or services stoppages, physical incapacity, acts of the public enemy, terrorist actions, or acts or failures to act of third parties. So long as any such delay or default continues, the party affected by the conditions beyond its control shall keep the other party at all times fully informed concerning the matters causing the delay or default and the prospects of their ending to the best of its ability.

Confidentiality
Any information furnished by the Client shall be treated as confidential if identified as such in writing. The Consultant shall not disclose such information unless specifically authorized to do so or required to do so by law. The Client is hereby advised that any part of this Agreement or any materials provided by the Client and marked as confidential, proprietary, or trade secret, can only be protected to the extent permitted by law.

Conflict of Interest
The Consultant affirms that, to the best of its knowledge, there exists no actual or potential conflict between the Consultant's family, business, or financial interests and the Client’s family, employees, board members or financial interest other than those disclosed in the Agreement documents. If no such disclosures are made, then no conflict of interest exists. In the event of change in either its private interests or services under this Agreement, the Consultant will raise with the Client any questions regarding possible conflict of interest which may arise as a result of such change.

Discrepancies and Omissions
Should anything that is necessary for a clear understanding of the services be omitted from the Agreement documents, or should it appear that various instructions are in conflict, the Consultant shall secure written instructions from the Client before proceeding with the services affected by such omissions or discrepancies.

Governing Laws
This Agreement shall be governed and construed in accordance with the laws of the State of Oregon. For venue purposes, it is deemed that all obligations of the parties created hereunder are performed in Lane County, Oregon.

Part Five: Closure

Waiver
The failure of either party hereto at any time to enforce any provision of this Agreement shall not be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof, or the right of either party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

Assignment
This Agreement may not be assigned, in whole or in part, by either party without the prior written approval of the other party.

Amendments
This Agreement shall not be amended, modified, altered or changed except by mutual Agreement confirmed in writing by each party to this Agreement.

Entire Agreement
This Agreement, attachments, purchase order, letter of understanding and /or memorandum of understanding and incorporated references shall constitute the entire Agreement between the parties with respect to the subject matter herein and supersedes all prior communications and writings with respect to the content of said Agreement. In case of any conflict between this Agreement and any attachments or incorporated references, the terms of this document shall prevail. No modification, renewal, extension, or waiver of this Agreement or of any of the provisions of this Agreement, shall be binding upon either the Consultant or the Client unless reduced to writing and duly executed by both parties.

End

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