Reynolds School District

REQUEST FOR STATEMENT(S) OF INTEREST

TO BE INCLUDED ON CONSULTANT LIST FOR FUTURE DIRECT APPOINTMENT OR INFORMAL SELECTION OF MATERIALS

TESTING/SPECIAL INSPECTIONS, SURVEYING, COMMISSIONING, HAZARDOUS MATERIALS TESTING, AND GEOTECHNICAL/

ENVIRONMENTAL SERVICES FOR UPCOMING PUBLIC IMPROVEMENT PROJECTS

Date Due: October 8, 2015 Time Due: 2:00pm

Bob Collins, Sr. Project Manager, DAY CPM Services Reynolds School District 1204 NE 201st Avenue

Fairview, OR 97024

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Reynolds School District

Request for Statement(s) of Interest to be Included on Consultant List for Future Direct

Appointment or Informal Selection of Materials Testing/Special Inspections, Surveying, Commissioning, Hazardous Materials Testing and Turn-key Abatement, and Geotechnical Engineering Services for Upcoming

Public Improvement Projects

Reynolds School District is soliciting Statements of Interest from “Consultants” to be included on a School District’s list of prospective Consultants for upcoming public improvement projects over a four year period. On May 19, 2015 voters approved a $125 million bond to fund the construction of three new elementary schools, major upgrades to its High School, security and numerous renovations to existing facilities in a 4-year bond program. It is anticipated that the District may use the selected consultant pool for non-bond related services throughout the life of the bond program. Other public agencies may utilize the final selected pool of resources upon the approval of the district in accordance with the terms and conditions outlined in this Statement of Interest. “Consultant” means persons of firms engaged in the lawful practice of their profession and who are interested in providing one or more of the following categories of Consultant Services:

Material Testing/ Special Inspection Services

Materials and testing services for public infrastructure construction and rehabilitation projects, which include roads, potable water, sanitary sewer and surface water systems. A Consultant under this class must have national accreditation per ASTM E 329. Perform special inspections and tests in compliance with the IBC and Oregon Structural Specialty Code Chapter 17 (latest editions) and applicable UL assembly requirements. Additional requirement: The special inspector will be required to attach the load tickets from the plant to all concrete inspections.

Surveying Provide site survey to include boundary and utility and any other survey needs of the District. Commissioning Services Assessment, inspection, and mitigation of Mechanical, Electrical, Plumbing and Low Voltage systems, including security systems.

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Hazardous Material Testing Services To complete testing, remediation, and document preparation for bidding and abatement monitoring to determine lead based paint, asbestos, radon and other environmental hazardous at various project sites throughout the District. It is expected that the selected hazmat firm coordinate all abatement and clearances under contract. Geotechnical Engineering Services & Environmental Consultant Specific and Separate categories in: Geotechnical analysis, including landslides, borings, wall backfill, paving analysis, and Environmental services (such as wetland mitigation, site assessments) *For reference, please refer to Exhibit A – RSD QBS Schedule for scope of work and a site-specific timeline of projects related to the 2015 Reynolds School District 4-year bond program.

Consultants interested in being considered for Direct Appointment or Informal Selection pursuant to ORS 279C.110 and OAR 137-048-0200 and -0210 for future public improvement projects over the next four years with the option to extend an additional year, shall submit a statement describing their qualifications for the classes of Consultant Services listed above. The list of interested Consultants, which may be comprised of more than one consultant from each discipline, will be used, or until a successor Notice is published and a successor list of Consultants is obtained, whichever occurs first (“period of validity”). The School District reserves the right to seek Consultants for public improvement projects by the Formal Selection method.

CONTRACTING INFORMATION

Standard Contract Form:

The form of Contract that a successful Consultant will be expected to execute if awarded a contract is included with this packet (Personal Service Contract). Any objections shall be considered during the negotiation phase. The Project Manager, in consultation with the School District Attorney, shall determine if any proposed modifications to the form of Contract are acceptable to the School District and that they do not present material risk to the School District or increase the School District’s costs. If the final negotiated terms are not acceptable to the Proposer that is negotiating with the School District, the Proposer shall be declared not to be responsive, and the next following ranked Proposer’s shall be considered pursuant to the selection and negotiation phases.

Public Contract Rules:

Except as modified by the terms of a specific contract or Request for Proposal, the terms and procedures of Reynolds School District Public Procurement Rules shall apply, except that OAR 137-048 shall apply to the procedure for solicitation of this RFP and selection of a Consultant. A copy of Reynolds School District’s Procurement rules may be obtained by contacting the Project Manager or at Reynolds School District via

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this URL http://www.reynolds.k12.or.us/reynoldsbond. A copy of OAR 137-048 may be obtained at: http://arcweb.sos.state.or.us/pages/rules/oars_100/oar_137/137_048.html

QUESTIONS

Questions to clarify this Request may be submitted in writing to the Project Manager by October 2nd, 2015: Bob Collins, Sr. Project Manager DAY CPM Services (Owner’s Representative for Reynolds School District) 12745 SW Beaverdam Rd. Ste. #120 Beaverton, OR 97005 Email: rcollins@daycpm.com

SUBMITTING STATEMENT OF INTERESTS

Statements of Interest: (1) One Statement of Interest form for Consultant Services shall contain, at a minimum, the following information:

Company name and contact information (mailing address, email contact, main telephone number, etc.)

A Completed “Statement of Interest Category Form” checking all categories of Consultant services that apply, as provided with this advertisement. (This does not count towards the maximum page limit)

Principal office address and all office addresses in the State of Oregon. Office location category will be scored based on relative distance from the District.

Qualifications and last five years’ experience of Lead Personnel that would be providing services in the category of Consultant Services submitted.

Qualifications and last five years’ experience of Firm in the category of Consultant Services, if different than Lead Personnel.

A Resource chart that contains information on other qualified personnel within the firm.

Professional educational background of Lead Personnel relating to the category of Consultant Service submitted.

If a professional licensed by the State of Oregon is required to provide the Consultant Service submitted, provide the Lead Personnel’s license number or proof of license to practice in the category of Consultant Service.

Three references of Lead Personnel and Firm, if different than Lead Personnel, in the category of Consultant Service submitted, and respective contact information.

Provide a list of hourly rates, estimated fees and or unit rates for the work that is being proposed on. Please also provide, if applicable, any discount associated to travel time within your hourly rates. Please provide a fee range for the type of service being submitted on based upon the scope and timeframes provided. All contract fees will be negotiated at the time of selection for services. The District will evaluate this subsection in the Methodology category.

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Submittal Packet Parameters:

1. The Statement of Interest must be a maximum of 15 pages (the “Statement of Interest Category Form” does not count towards this maximum); and should be formatted for 8.5” x 11” paper, where double-sided pages count as two pages and no smaller than 10 pt. font. For firms proposing on more than one category listed under ‘Consultant Category Form’, an addition of (3) three pages per category will be allowed.

2. No confidential or proprietary information should be included in the Statement of Interest; all Statements are public records.

3. One Statement of Interest Category Form and Packet shall be submitted, checking all categories of Consultant services that apply, and providing relevant information on personnel, previous experience, and references in that category.

4. Proposers responding to the Request for Statement of Interest do so solely at their expense, and the District is not responsible for any Proposer expenses associated with the Request for Statement of Interest.

DEADLINES AND SUBMITTAL OPTIONS

Date for Submission and Submittal Requirements: PROCUREMENT TIMETABLE

Activity Scheduled Date/Time

Date Issued September 25, 2015

Questions or protests of specifications due in writing

October 2 , 2015

Response to written questions October 6, 2015

Proposal submittal deadline October 8, 2015 2 P.M.

Proposal evaluation period October 8 – October 13,, 2015

Proposed optional oral evaluation October 15 , 2015 if necessary

Consultant selection; Protest period October 19th – October 26th , 2015

Pool created October 27, 2015

Reynolds School District reserves the right to deviate from this schedule.

Statement(s) of Interest shall be submitted by October 8, 2015 at 2:00pm local time, to the Reynolds School District by:

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IN PERSON or BY MAIL:

Submit (4) four paper copies and one electronic copy in pdf form on a USB drive of the Statement of Interest for Consultant Services to:

Bob Collins, Sr. Project Manager, DAY CPM Reynolds School District 1204 NE 201st Avenue

Fairview, OR 97024 The Statement(s) of Interest shall be contained in a sealed envelope marked “Consultant Statement of Interest; Attn: Bob Collins, Sr. Project Manager”,

o Include your Category Form (1 page) and Statement of Interest package

Insurance Policy Requirements

Required Type of Insurance Minimum Coverage School District and DAY CPM named as Additional Insured

Yes Commercial general liability

$2,000,000 per occurrence $3,000,000 in the aggregate $3,000,000 Product/Comp. Ops $2,000,000 Personal & Adv. Injury

Yes

No Protection and Indemnity

$2 million per accident

$2 million per person per accident

Yes Automobile liability $2,000,000 Combined Single Limit

Yes Professional liability $2,000,000 per claim Correct $3,000,000 Annual Aggregate

Unspecified

Yes Workers Compensation Employer’s Liability

Statutory Coverage Correct

* The amounts may be achieved by a combination of base coverage and umbrella coverage.

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Proposal Evaluation and Scoring: Evaluation process for written response and optional oral evaluation: There will be a multi-step evaluation process for this SOI. First, each evaluator shall independently assign a score to each evaluation criterion based on the written proposals. Then the evaluators shall meet at a Proposal Evaluation Session and share their key findings from the proposals. After sharing their findings, each evaluator shall be given an independent opportunity to revise their draft scores and to finalize them. Final scoring by each evaluator will then be summed. The three (3) Proposers with the highest scores for each category of service may, at the District’s discretion, be invited to an oral evaluation with the evaluation committee. The District reserves the right to offer oral evaluations to more or fewer Proposers. The same criteria used to evaluate the written proposals will be used to evaluate the oral evaluation. No additions, deletions or substitutions may be made to proposals during the oral evaluations. After the oral evaluation, each evaluator shall independently assign a draft score to each evaluation criterion based on the oral presentation. Then the evaluators shall meet during a Proposal Evaluation Session and share their key findings from each Provider’s oral presentation. After sharing their findings, each evaluator shall be given an independent opportunity to revise their draft scores and to finalize them. Final oral presentation scoring by each evaluator will then be summed. The oral evaluation scores and the written evaluation scores will then be combined resulting in a final total score, with the maximum potential score for any Proposer being 200 points. If oral evaluations are conducted, the District intends for the award to be made to the responsible proposer(s) having the highest combined score(s). If oral evaluations are not conducted, award will be based on the highest scoring responsible proposer for the written portion. The District will then select up to three consulting firms per category to be included in the pool for each category. After successful award the District can call up any firm for each category at its sole discretion using whatever method the District chooses. Being part of the District consultant pool does not guarantee service.

Scoring Summary Maximum Points

Evaluation Criteria Written Optional Oral

Qualifications/ Experience 40 40

Resource pool 10 10

Office Location 10 10

Methodology 20 20

References 20 20

Total 100 100

STATEMENT OF INTEREST

CONSULTANT CATEGORY FORM (Fill out one Form checking all categories that apply)

Date: Consultant: Authorized by:

(Print name) (Signature)

Category of Interest: Material Testing/Special Inspections

Surveying

Commissioning

Hazardous Material Testing Services and Abatement Coordination

Geotechnical Services / Environmental

Personal Services Contract – 1

PERSONAL SERVICES CONTRACT

This contract is between REYNOLDS SCHOOL DISTRICT hereinafter called “DISTRICT”, and , hereinafter called

“Contractor”. The parties agree as follows:

1. Contractor's information:

NAME (tax filing):

ADDR

ESS:

CITIZENSHIP, if

applicable:

Non-resident alien Yes No

BUSINESS DESIGNATION (check one):

Corporation General Partnership

Limited Partnership Governmental/Non-Profit

Limited Liability Company Limited Liability Partnership Sole Proprietorship

Federal Tax ID#:

SSN#:

(Contractor must provide Contractor's Social Security Number unless it

provides a federal TID number).

Oregon Business

License#:

This information herein will be reported to the Internal Revenue Service (IRS) under the

name and taxpayer I.D. number submitted, (See IRS 1099 for additional instructions

regarding taxpayer ID numbers.) Information not matching IRS records could subject

Contractor to 31% backup withholding.

2. Description of Contractor’s Services and Delivery Schedule:

Exhibit A Scope of Work

3. Compensation by District: Payment for all work performed under

this contract shall be made as set forth below from available and

authorized District funds, and shall not exceed the maximum sum of

$0.00. Travel and other expenses of the Contractor shall not be reimbursed by District unless specifically provided herein as a

supplementary condition.

a. Interim payments shall be made to Contractor following District’s

review and approval of billings submitted by Contractor. Contractor will also submit copies of other billings for work performed under the contract

when such bills are to be paid by other parties. These other billings are

not subject to the maximum compensation amount of this contract.

b. Contractor shall not submit billings for, and District will not pay, any amount in excess of the maximum compensation amount of this contract,

including any travel and other expense when noted below. If the maximum

compensation amount is increased by amendment of this contract, the

amendment must be fully effective before Contractor performs work subject to the amendment. Contractor shall notify District’s supervising

representative in writing 30 calendar days before this contract expires of the

upcoming expiration of the contract. No payment will be made for any

services performed before the beginning date or after the expiration date of

this contract. This contract will not be amended after the expiration date.

4. Effective Date and Duration: This Contract shall become effective

on , , 20 , or the date this Contract is fully executed and approved as required by applicable law. Unless earlier terminated or

extended, this contract shall expire on or when

Contractor's completed performance has been accepted by the District,

whichever event occurs first. However, such expiration shall not

extinguish or prejudice District’s right to enforce this contract with

respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in Contractor's performance that has not been cured.

5. Contract Documents: This contract between the parties consists

of this Personal Services Contract, Scope of Work (Exhibit A), General Conditions (Exhibit B) Compliance with Applicable Laws (Exhibit C)

and the following attached documents, if checked, which contain all the

terms and conditions of the contract and are incorporated by this

reference: Exhibit D Supplementary Terms and Conditions

Exhibit E Acceptable Document Types

6. Amendments: The terms of this contract shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever,

except by written instrument signed by the parties.

IN WITNESS WHEREOF, THE PARTIES OR THEIR DULY

AUTHORIZED REPRESENTATIVES HAVE SIGNED THIS

CONTRACT:

___________________________________________________________

Contractor (Date)

Title: ______________________________________________________

_________________________________________________________

__

Rachel Hopper, CFO/COO Reynolds School District 1204 NE 201st Avenue

Fairview, OR 97024

CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown

on this form is its correct taxpayer ID (or is waiting for the number to be issued to it) and (b) Contractor is not subject to backup withholding

because (i) it is exempt from backup withholding or (ii) it has not been

notified by the Internal Revenue Service (IRS) that it is subject to backup

withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup

withholding. Contractor further represents and warrants to the District

that (a) it has the power and authority to enter into and perform the work,

(b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its

terms, (c) the work under the Contract shall be performed in accordance

with the highest professional standards, and (d) Contractor is qualified,

professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not

in violation of any Oregon tax laws, and it is a corporation authorized to

act on behalf of the entity designated above and authorized to do business

in Oregon or is an independent contractor as defined in the contract documents, and has checked four or more of the following criteria:

(1) I carry out the labor or services at a location separate from my

residence or is in a specific portion of my residence, set aside as the location of the business.

(2) Commercial advertising or business cards or a trade association

membership are purchased for the business.

(3) Telephone listing is used for the business separate from the

personal residence listing.

Personal Services Contract – 1

(4) Labor or services are performed only pursuant to written

contracts. (5) Labor or services are performed for two or more different

persons within a period of one year.

(6) I assume financial responsibility for defective workmanship or

for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance

relating to the labor or services to be provided.

_________________________________________________________

Contractor (Date)

EXHIBIT A - SCOPE OF PROJECT - 1

Exhibit A SCOPE OF WORK Description of Contractor's Services and Delivery Schedule:

1. Contractor shall perform the following work: See attached Exhibits D and E.

2. District Services. District shall provide Contractor, at District’s

expense, with material and services described as follows: See attached Exhibits D and E.

3. Consideration. District shall pay Contractor on a fee-for-service

basis at the rate of $0.

4. The maximum compensation.

a. The maximum compensation under this contract, including allowable expenses, is $0.

b. Contractor shall not submit invoices for, and District shall not pay for any amount in excess of the maximum

compensation amount set forth above.

1) If this maximum compensation amount is increased by amendment of this contract, the

amendment shall be fully effective before

contractor performs work subject to the

amendment.

2) Contractor shall notify District in writing of

the impending expiration of this Contract

thirty (30) calendar days prior to the expiration date.

5. District will only pay for completed work that conforms to the

terms of the Contract.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

EXHIBIT B – GENERAL CONDITIONS -1

Exhibit B GENERAL CONDITIONS 1. Independent Contractor; Responsibility for Taxes and Withholding; Retirement System Status: a. Contractor shall perform the work required by this contract as an independent contractor. Although the District reserves the right (i) to determine (and modify) the delivery schedule for the work to be performed and (ii) to evaluate the quality of the completed performance, the District cannot and will not control the means or manner of the Contractor’s performance. The Contractor is responsible for determining the appropriate means and manner of performing the work. b. The Contractor represents and warrants that Contractor (i) is not an employee of the District, (ii) is not currently employed by the Federal Government, and (iii) meets the specific independent contractor standards of ORS 670.600, as certified on the foregoing Certification Statement for Corporation or Independent Contractor. Contractor is not an “officer”, “employee”, or “agent” of the District, as those terms are used in ORS 30.265. c. Contractor shall be responsible for all federal or state taxes applicable to any compensation or payments paid to Contractor under this contract and, unless Contractor is subject to backup withholding, the District will not withhold from such compensation or payments any amounts(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any federal Social Security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to Contractor under this contract, except as a self-employed individual. 2. Subcontracts and Assignment: 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 District’s prior written consent. Any proposed use of a subcontractor which is located outside the United States or use of subcontract labor or facilities located outside the United States must be called to the specific attention of District. District’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract. 3. Successors and Assigns: Neither party shall subcontract, assign or transfer its interest in this Contract without the express written consent of the other party, and such consent shall not be unreasonably withheld. In addition to any other provisions, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound to the same provisions herein as if the subcontractor were the Contractor. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. Consent of the District given to a subcontractor does not relieve the Contractor of any obligations and responsibilities under this Contract, including Contractor’s responsibility for any goods and services to be provided by any subcontractor. 4. No Third Party Beneficiaries: The 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. 5. Funds Available and Authorized: The District has sufficient

funds currently available and authorized for expenditure to finance the

costs of this contract within the District’s fiscal year budget. Contractor understands and agrees that District’s payment of amounts under this

contract attributable to work performed after the last day of the current

fiscal year is contingent on District appropriations, or other expenditure

authority sufficient to allow District, in the exercise of its reasonable administrative discretion, to continue to make payments under this

contract. In the event the District has insufficient appropriations,

limitations or other expenditure authority, District may terminate this

contract without penalty or liability to the District, effective upon the delivery of written notice to Contractor, with no further liability to

Contractor.

6. Termination: a. Mutual Consent. This contract may be terminated at any time by

mutual consent of both parties.

b. District’s Convenience. This contract may be terminated at any time by District upon 30 days’ notice in writing and delivered by

certified mail or in person.

c. For Cause. District may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor,

or at such later date as may be established by District, under any of the

following conditions:

i. If the District funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for the

purchase of the indicated quantity of services;

ii. If federal or state regulations or guidelines are modified, changed,

or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no

longer eligible for the funding proposed for payments authorized

by this contract; or

iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is

for any reason denied, revoked, suspended, or not renewed.

d. For Default or Breach.

i. Either District or Contractor may terminate this contract in the event

of a breach of the contract by the other. Prior to such termination

the party seeking termination shall give to the other party written

notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15

days of the date of the notice, or within such other period as the

party giving the notice may authorize or require, then the contract

may be terminated at any time thereafter by a written notice of termination by the party giving notice.

ii. Time is of the essence for Contractor’s performance of each and

every obligation and duty under this contract. District, by written

notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails

to provide services called for by this contract within the time

specified herein or in any extension thereof.

iii. The rights and remedies of District provided in this subsection d are

not exclusive and are in addition to any other rights and remedies

provided by law or under this contract.

e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b or c above 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 (regardless whether such notice is given pursuant to subsections a, b, c or d of this section 6 Contractor shall immediately

cease all activities under this contract, unless expressly directed

otherwise by District in the notice of termination. Further, upon

termination, Contractor shall deliver to District all contract documents, information, works-in-progress and other property that are or would be

deliverables had the contract been completed. District shall pay

Contractor for work performed prior to the termination date if such work

was performed in accordance with the Contract.

7. Records Maintenance; Access; Ownership of Work Product;

License: a. Records Maintenance; Access. Contractor shall maintain all fiscal records relating to this contract in accordance with generally accepted accounting principles, and federal circulars (as applicable). 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 District and its duly authorized representatives shall have access to such fiscal records and to all other books, documents, electronic files, papers, plans and writings of Contractor that are pertinent to this contract for the purpose of performing examinations and audits, and making excerpts and transcripts. Contractor further acknowledges records generated as a result of this Contract may be subject to disclosure pursuant to the Oregon Public Records Act. b. Ownership of Work Product; License. All work products of the Contractor that result from this contract (“the work products”) are the exclusive property of the District. In addition, if any of the work products contain intellectual property of the Contractor that is or could be protected by federal copyright, patent, or trademark laws, or state trade secret laws, Contractor hereby grants District a perpetual, royalty-free, fully paid-up,

EXHIBIT B – GENERAL CONDITIONS -2

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 any information, designs, plans or works provided or delivered to the District or produced by the Contractor under this contract. 8. Compliance with Applicable Law: 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 279B.220, 279B.230, and 279B.235, and as well as other statutes as set forth in the attached Compliance With Applicable Law, which is by this reference made a part hereof. Without limiting the generality of the foregoing, 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), ORS 659A.142, and all regulations and administrative rules established pursuant to those laws; and (iv) all other applicable requirements of federal, state and local civil rights and rehabilitation statues, rules and regulations.

9. Foreign Contractor: If the 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. The Contractor shall demonstrate its legal capacity to perform these services in the State of Oregon prior to entering into this contract. 10. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction’s conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, “the claim”) between the District and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Union County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Union County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by District of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction.

11. Indemnity; Insurance: a. Indemnity. Insurance provided by contractor will be primary and non-contributory over any other insurance provided to the Additional Insured. Contractor shall defend, save, hold harmless, and indemnify the District, and its officers, employees, agents, and members, from all claims, suits, or actions of whatever nature resulting from or arising out of the activities of Contractor or its officers, employees, subcontractors, or agents under this contract, including without limitation, any claims against the District for receiving and/or accepting for filing and recordation the information electronically transmitted to the District by or through Contractor, and any claims that the work, the work product or any other tangible or intangible items delivered to the District by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the District’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Insurance. Contractor shall at its own expense provide the

following insurance: i Worker’s Compensation insurance in compliance with ORS

656.017, which requires subject employers to provide Oregon workers’ compensation coverage for all their subject workers.

ii Professional Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

iii General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 for each claim, incident or occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract.

iv Automobile Liability insurance with a combined single limit, or the

equivalent, of not less than $2,000,000 for each accident for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. v. Umbrella/Excess Liability insurance with combined single limits/ annual aggregate of not less than for Bodily Injury and Property Damage.

c. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days’ written notice from the Contractor or its insurer(s) to the County. d. Certificates of Insurance. In respect to general and Automobile Liability, and Professional Liability, and as evidence of the insurance coverage required by this contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. Contractor shall name the District, and its elected officials, officers, volunteers, agents and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor’s services to be provided under this Contract. A copy of the Additional Insured Endorsement must be provided to the County with the Certificate of Insurance. The certificate will specify all of the parties who are Additionally Insured. Insuring companies or entities are subject to County acceptance. If requested, complete copies of insurance policies, trust agreements, etc. shall be provided to the District. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance.

12. Time is of the Essence. Contractor agrees that time is of the essence in completing the work. 13. Force Majeure: Neither District 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, District’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. 14. 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. 15. Survival: The terms, conditions, representations and all warranties contained in this Contract shall survive the termination or expiration of this Contract. 16. Waiver: The failure of District to enforce any provision of this contract shall not constitute a waiver by the District of that or any other provision. 17. Execution and Counterparts: This contract may be exercised in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument. 18. Prior Approval Required: Approval by the District is required before any work may begin under this contract. 19. Notice: Notices required by this contract must be given in writing by personal delivery or mail at the addresses given by the parties on the first page of this contract, unless some other means or method of notice is required by law. Each party will notify the other of any change of address. 20. Confidentiality: Contractor acknowledges and agrees it is responsible for ensuring compliance with all applicable confidentiality laws, including but not limited to the Health Insurance Portability Accountability Act (HIPAA) and Family Educational Rights and Privacy Act (FERPA). 21. Merger Clause: THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF

EXHIBIT B – GENERAL CONDITIONS -3

MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

EXHIBIT C - COMPLIANCE WITH APPLICABLE LAW - 1

Exhibit C COMPLIANCE WITH APPLICABLE LAW

ORS 279B.220 Conditions of public contracts concerning payment of laborers and materialmen, contributions to Industrial

Accident Fund, liens and withholding taxes. Every public contract shall contain a condition that the Contractor shall: 1. Make payments promptly, as due, to all persons supplying to such contractor labor or material for the prosecution of the work

provided for in such contract.

2 Pay all contributions or amounts due the Industrial Accident Fund from such contractor or subcontractor incurred in the

performance of the contract. 3. Not permit any lien or claim to be filed or prosecuted against the state, county, school district, municipality, municipal corporation

or subdivision thereof, on account of labor or material furnished.

4. Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167.

ORS 279B.230 Condition concerning payment for medical care and providing workers’ compensation. (1) Every public

contract shall also contain a condition that the contractor shall promptly, as due, make payment to any person, co-partnership,

association or corporation, furnishing medical, surgical and hospital care or other needed care and attention, incident to sickness or

injury, to the employees of such contractor, of all sums which the contractor agrees to pay for such services and all moneys and sums which the contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose

of providing or paying for such service.

(2) Every public contract also shall contain a clause or condition that all employers working under the contract are subject employers

that will comply with ORS 656.017 or are exempt under ORS

ORS 279B.235 Condition concerning hours of labor. Every public contract, other than a contract for services at a county fair or for

other events authorized by a county fair board, must contain a condition that the contractor shall pay employees for overtime work

performed under the public contract in accordance with ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

(2) In the case of a contract for services at a county fair or for other events authorized by a county fair board, the contract must contain

a provision that employees must be paid at least time and a half for work in excess of 10 hours in any one day or 40 hours in any one week. An employer shall give notice in writing to employees who work on such a contract, either at the time of hire or before

commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day

and days per week that employees may be required to work.

ORS 279C.505 Conditions concerning payment, contributions, liens, withholding, drug testing. (1) Every public contract shall

contain a condition that the contractor shall:

(a) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work

provided for in the contract. (b) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance

of the contract.

(c) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal

corporation or subdivision thereof, on account of any labor or material furnished. (d) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

(2) In addition to the conditions specified in subsection (1) of this section, every public improvement contract shall contain a condition

that the contractor shall demonstrate that an employee drug testing program is in place.

ORS 279C.515(1) Condition concerning payment of claims by public officers. Every public contract shall also contain a clause

or condition that, if the contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to

the contractor or a subcontractor by any person in connection with the public contract as such claim becomes due, the proper officer

or officers representing the state, county, school district, municipality, municipal, corporation or subdivision thereof, as the case may be, may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to

become due the contractor by reason of The payment of a claim in the manner authorized in this section shall not relieve the contractor

or the contractor’s surety from obligation with respect to any unpaid claims.

ORS 279C.520 Condition concerning hours of labor. (1) Every public contract subject to this chapter must contain a condition

that a person may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity,

emergency or when the public policy absolutely requires it, and in such cases, except in cases of contracts for personal services

designated under ORS 279A.055, the employee shall be paid at least time and a half pay: (a)(A) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive

days, Monday through Friday; or

(B) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days,

Monday through Friday; and (b) For all work performed on Saturday and on any legal holiday specified in ORS 279C.540.

(2) An employer must give notice in writing to employees who work on a public contract, either at the time of hire or before

commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day

and days per week that the employees may be required to work. (3) In the case of contracts for personal services as described in ORS 279A.055, the contract shall contain a provision that the employee

shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under

personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.

(4) In the case of a contract for services at a county fair or for other events authorized by a county fair board, the contract must contain a provision that employees must be paid at least time and a half for work in excess of 10 hours in any one day or 40 hours in any one

EXHIBIT C, COMPLIANCE WITH APPLICABLE LAW -2

week. An employer shall give notice in writing to employees who work on such a contract, either at the time of hire or before

commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that employees may be required to work.

(5)(a) Except as provided in subsection (4) of this section, contracts for services must contain a provision that requires that persons

employed under the contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective

bargaining agreement or in ORS 279C.540 (1)(b)(B) to (G) and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater.

(b) An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before

commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day

and days per week that the employees may be required to work.

ORS 279C.530 Condition concerning payment for medical care and providing workers’ compensation. (1) Every public contract

shall contain a condition that the contractor shall promptly, as due, make payment to any person, copartnership, association or

corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor

collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for

the services.

(2) Every public contract shall contain a clause or condition that all subject employers working under the contract are either employers

that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

ORS 279C.540 Maximum hours of labor on public contracts; holidays; exceptions; liability to workers; rules. (1) When labor

is employed by the state or a county, school district, municipality, municipal corporation or subdivision thereof through a contractor, a person may not be required or permitted to labor more than 10 hours in any one day, or 40 hours in any one week, except in cases of

necessity or emergency or when the public policy absolutely requires it, in which event, the person so employed for excessive hours

shall receive at least time and a half pay:

(a)(A) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or

(B) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days,

Monday through Friday; and(b) For all work performed on Saturday and on the following legal holidays:

(A) Each Sunday. (B) New Year’s Day on January 1.

(C) Memorial Day on the last Monday in May.

(D) Independence Day on July 4.

(E) Labor Day on the first Monday in September. (F) Thanksgiving Day on the fourth Thursday in November.

(G) Christmas Day on December 25.

(2) An employer shall give notice in writing to employees who perform work under subsection (1) of this section, either at the time of

hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of

hours per day and days per week that employees may be required to work.

(3) For the purpose of this section, each time a legal holiday, other than Sunday, listed in subsection (1) of this section falls on Sunday,

the succeeding Monday shall be recognized as a legal holiday. Each time a legal holiday listed in subsection (1) of this section falls on

Saturday, the preceding Friday shall be recognized as a legal holiday. (4) Subsections (1) and (2) of this section do not apply to a public improvement contract or a contract for services if the contractor is a

party to a collective bargaining agreement in effect with any labor organization.

(5) When specifically agreed to under a written labor-management negotiated labor agreement, an employee may be paid at least time

and a half pay for work performed on any legal holiday specified in ORS 187.010 and 187.020 that is not listed in subsection (1) of this section.

(6) This section does not apply to labor performed in the prevention or suppression of fire under contracts and agreements made under

the authority of the State Forester or the State Board of Forestry, under ORS 477.406.

(7) This section does not apply to contracts for personal services designated under ORS 279A.055, provided that persons employed under such contracts shall receive at least time and a half pay for work performed on the legal holidays specified in subsection (1)(b)(B)

to (G) of this section and for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services

contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.

(8) Subsections (1) and (2) of this section do not apply to contracts for services at a county fair or for other events authorized by a county fair board if persons employed under the contract receive at least time and a half for work in excess of 10 hours in any one day

or 40 hours in any one week.

(9)(a) Subsections (1) and (2) of this section do not apply to contracts for services. However, persons employed under such contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement or in

subsection (1)(b)(B) to (G) of this section and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any

one week, whichever is greater.

(b) An employer shall give notice in writing to employees who work on a contract for services, either at the time of hire or before commencement of work on the contract, or by posting a notice in a location frequented by employees, of the number of hours per day

EXHIBIT C, COMPLIANCE WITH APPLICABLE LAW -3

and days per week that the employees may be required to work.

(10) Any contractor or subcontractor or contractor’s or subcontractor’s surety that violates the provisions of this section is liable to the affected employees in the amount of their unpaid overtime wages and in an additional amount equal to the unpaid overtime wages as

liquidated damages. If the violation results from willful falsification of payroll records, the contractor or subcontractor or contractor’s

or subcontractor’s surety is liable to the affected employees in the amount of their unpaid overtime wages and an additional amount

equal to twice the unpaid overtime wages as liquidated damages. (11) An action to enforce liability to employees under subsection (10) of this section may be brought as an action on the contractor’s

payment bond as provided for in ORS 279C.610.

(12) This section does not apply to financial institutions as defined in ORS 706.008.

(13) In accordance with ORS chapter 183, the Commissioner of the Bureau of Labor and Industries may adopt rules to carry out the provisions of this section.

ORS Chapter 244. Contractor shall not provide or offer to provide any appreciable pecuniary or material benefit to any officer,

employee or agent of the County in connection with this contract in violation of ORS Chapter 244 or County's personnel rules.

ORS 670.600 provides in part: “As used in various provisions of ORS Chapters 316, 448, 656, 657, 671 and 701, an individual or

business entity that performs labor or services for remuneration shall be considered to perform the labor or services as an ‘independent

contractor’ if the standards of this section are met.” ORS 670.600 also provides standards for satisfying the designation of an

independent contractor:

1. Free from direction and control over means and manner of providing labor or service.

2. Responsible for obtaining all necessary business registrations and professional occupation licenses.

3. Furnishes its own tools and equipment for the work. 4. Has the authority to hire and fire employees to perform the work.

5. Registered under ORS Chapter 701.

6. Filed federal and state income tax returns in the name of its business or a business Schedule “C” as part of the personal income

tax return, for the previous year, for labor or services performed as an independent contractor in the previous year. 7. Represents to the public that the labor or services are to be provided by an independently established business.

8. The labor or services are primarily carried out at a location that is separate from my residence, or is primarily carried out in a

specific portion of my residence, which is set aside as the location of the business.

9. The business has purchased business cards or commercial advertising. 10. A telephone listing and service is used for the business that is separate from the personal residence listing and service.

11. Labor or services are performed only pursuant to written contracts.

Labor or services are performed for two or more different persons within a period of one year.

12. Assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of

performance bonds, warranties, errors and omission insurance or liability relating to the labor or services to be provided.