EUGENE SCHOOL DISTRICT 4J

INFORMAL REQUEST FOR PROPOSAL (IRFP)

Solicitation #24-420

Audit Preparation and Procedure Enhancement

Proposals due March 29, 2024, 4:00pm local time

Purpose Eugene School District 4J (“District”) seeks written, informal proposals from experienced firms or individuals to provide consulting services for audit preparation and procedure enhancement. It is the intent of the District to enter into a goods and services contract with an individual or firm as a result of this informal request for proposal. As sample goods and services agreement with full terms and conditions is included in this solicitation as ATTACHMENT C: SAMPLE GOODS AND SERVICES CONTRACT.

About Eugene School District 4J is a K–12 public school district in and around Eugene, Oregon. The District spans 155 square miles in Oregon’s southern Willamette Valley. There are about 16,500 K–12 students:

19 elementary schools, eight middle schools, four comprehensive high schools, an alternative high school program, an international high school program on multiple campuses, and a life skills program.

Among these programs are five K–12 language immersion programs in Chinese, French, Japanese, Spanish, and Spanish/English dual immersion. There also are five public charter schools located in the district. The District employs roughly 2,500 individuals.

Proposal Content Address your ability to meet all areas of ATTACHMENT A: SCOPE OF SERVICES. In addition, please include any experience with audit preparation in public school districts or, short of experience working in K-12 education, any experience working in audit preparation with local or state governments. Also include your hourly rate or full project cost to provide the services addressed within the timeline of

ATTACHMENT A: SCOPE OF SERVICES.

Proposal Submission Submissions shall be prepared to include both the proposal content noted above and a fully signed ATTACHMENT B: PROPOSER CERTIFICATIONS AND REPRESENTATIONS, also found in this solicitation. E-mail submissions to purchasing@4j.lane.edu with a subject line of Audit Preparation IRFP: [Proposer’s Name]. Submissions are due by March 29, 2024, at 4:00pm local time.

Solicitation Documents This solicitation consists of this document and the following attachments, which are incorporated into this solicitation as referenced here. There are no other solicitation or contract documents unless specifically referenced herein:

☒ ATTACHMENT A: SCOPE OF SERVICES

☒ ATTACHMENT B: PROPOSER CERTIFICATIONS AND REPRESENTATIONS

☒ ATTACHMENT C: SAMPLE GOODS AND SERVICES CONTRACT

mailto:purchasing@4j.lane.edu

ATTACHMENT A

Scope of Services - Audit Preparation and Procedure Enhancement

1. Introduction & Objective

The Eugene School District is looking to enhance audit preparedness within the financial services office. The primary objective is to ensure that the financial services office is thoroughly prepared for the annual audit, minimizing disruptions and maximizing efficiency. At the end, the district should have a comprehensive list of items, checklists, procedures tailored to the specific requirements of our organization and specific audit requirements and standards.

2. Service Description

• Conduct an initial assessment of the current audit preparation processes and procedures within the financial services office.

• Collaborate with finance personnel to identify strengths, weaknesses, and areas of improvement.

• Develop customized audit preparation procedures and checklists covering all relevant aspects of financial reporting, compliance, transparency, and documentation.

3. Deliverables

Detailed audit preparation checklist. Internally, subject matter experts will produce step-by-step procedures for their specific areas to meet the preparation checklist. This checklist will include pre-audit and final-audit lists covering key areas such as Accounts Payable, Accounts Receivables, payroll, liabilities, reconciliations, any required documentation, and others areas as identified by the consultant.

4. Timeline

• RFP: 3/11/24 through 3/29/24

• Selection: 4/5/24

• Initial Assessment: 4/15 through 4/19

• Development of Procedures and Checklists: 4/22 through 4/26

• Final Deliverables: 4/30

6. Responsibilities

The Financial Services office will provide access to relevant documentation and personnel for the assessment and development phases. The consultant will be responsible for conducting the assessment, development of procedures and checklists, along with final deliverables to the district.

7. Resources

The district will allocate appropriate personnel for each financial specialty (AP, AR, Bank Recons, Budget, Etc.) to assist in providing information and previous documentation to assist in the initial assessment and development of procedures and checklists. Staff in specialty areas will also review the final deliverables to ensure they are understood and internal procedures can be clearly articulated by staff in charge of these processes.

8. Communication

Regular communication channels will be established between the Director and Associate Director of Financial Services to ensure effective collaboration and timely resolution of any issues or concerns. Progress updates and milestones will be communicated throughout the engagement period.

ATTACHMENT B

PROPOSER CERTIFICATIONS AND REPRESENTATIONS

The undersigned proposes to furnish all supplies or perform all work as listed in the Statement of Work, for the price(s) stated; and that all articles supplied under any resultant contract will conform to the specifications herein, to be fit and sufficient for the purpose manufactured, merchantable, of good material, workmanship, and free from defect.

The undersigned agrees to be bound by all applicable laws and regulations, the accompanying specifications, and by the District policies and regulations.

The undersigned, by submitting a proposal, represents that:

• The Proposer has read and understands the specifications and any drawings or attachments and the Proposer is made in accordance herewith.

• The proposal is based upon the materials, equipment, and systems required by the specifications unless otherwise noted. Failure to comply with the specification or any terms of this Request for Proposal may disqualify the Vendor as being non-responsive.

The undersigned certifies that the proposal has been arrived at by Vendor independently and has been submitted without any collusion designed to limit independent competition.

NON-DISCRIMINATION CLAUSE

The Proposer agrees not to discriminate against any client, employee or applicant for employment or for services, because of race, color, religion, sex, national origin, physical or mental handicap, sexual orientation or age unless based upon bona fide occupational qualifications with regard to, but not limited to, the following: employment upgrading; demotion or transfer; recruitment or recruitment advertising;

layoffs or termination; rates of pay or other forms of compensation; selection for training; and/or rendition of services. It is further understood that any vendor who is in violation of this clause shall be barred from receiving awards of any purchase order from the District, unless a satisfactory showing is made that discriminatory practices have terminated and that a recurrence of such acts is unlikely.

RESIDENT CERTIFICATE

The Bidder, pursuant to ORS 279A.120(1), (check one) is ____ or is not ____ a resident Bidder. If not, indicate State of residency: ______________________ .

PAY EQUITY CERTIFICATE

This certificate is required if Proposer employs 50 or more full-time workers and the prospective contract price is estimated to exceed $500,000. [This requirement does not apply to architectural, engineering, photogrammetric mapping, transportation planning or land surveying and related services contracts.] Does a current authorized representative of Proposer possess an unexpired Pay Equity

Certificate issued by the Department of Administrative Services? YES / NO / N/A . [If the certificate was provided with the Bid or Proposal submitted for a solicitation related to the prospective contract, then it is not necessary to resubmit it. Otherwise, if applicable, submit a copy of the certificate with this form.]

We therefore offer and make this proposal on furnishing the requested product and services at the prices indicated herein in fulfillment of the specifications of Eugene School District 4J.

Vendor Organization Legal Name: ________________________________________________________

Address: ____________________________________________________________________________

City:__________________________________________ State: ____________ Zip: ______________

Signer Name/Title: ____________________________________________________________________

Phone Number: ( ) ____________________________ Email: _______________________________

SIGNATURE: ________________________________________ DATE: __________________________

ATTACHMENT C

SAMPLE GOODS AND SERVICES CONTRACT

(begins next page)

SAMPLE GOODS AND SERVICES CONTRACT #23-XXX

THIS AGREEMENT SHALL BE BINDING ON THE DISTRICT ONLY IF SIGNED BY AUTHORIZED DESIGNEE

AND A PURCHASING REPRESENTATIVE

This Goods and Services Contract (“Contract”) is entered into between Eugene School District 4J (“District 4J”) and XXXXXXXX (“Contractor”), referred to collectively in this Contract as “the Parties.” District 4J and Contractor agree as follows:

1. TERM

This Contract shall become effective upon signature of authorized personnel and a member of the District 4J Purchasing Department, and shall remain in effect until June 30, 2024 unless terminated by District 4J or Contractor under the terms of this Contract. No party shall perform work under this Contract before the effective date.

2. SCOPE OF WORK

This Contract covers the Scope of Work as described in the Contractor’s Proposal, attached and hereby incorporated by reference as Exhibit A. Work shall be performed in accordance with a schedule approved by District 4J. Contractor shall meet the highest standards prevalent in the industry or business most closely involved in providing the appropriate goods or services. District 4J’s Representative for this Contract is:

[Name, Title] [Phone] [E-Mail]

3. COMPENSATION

3.1 PAYMENT. Compensation is $000.00/hour, if hourly rate is applicable. Total payments for goods or services will not exceed $000.00; District 4J will not pay more than this amount unless specifically agreed to in an amendment executed by both parties. Contractor shall invoice District 4J, and District 4J shall pay the Contractor within 30 days of invoice approval and work acceptance and shall be subject to ORS 293.462.

3.2 TRAVEL EXPENSE REIMBURSEMENT. Authorized: ☐ Yes ☐ No

If travel expense reimbursement is authorized in this Contract, unless specifically stated and agreed upon, all travel-related expenses will be reimbursed at actual cost and not to exceed the GSA Per Diem Rates (https://www.gsa.gov/travel/plan-book/per-diem-rates).

4. CONTRACT DOCUMENTS

4.1 THE CONTRACT. The Contract consists of this document and the following listed exhibits, which are incorporated into this Contract as referenced here. In the event of a conflict between the requirements of this document and Exhibit B, the requirements in this document prevail. There are no other Contract documents unless specifically referenced in this contract.

4.2 THE EXHIBITS. With this document, the following Exhibits are incorporated into the Contract:

☐ Exhibit A Contract Provisions ☐ Exhibit B Scope of Work ☐ Exhibit C Insurance Requirements ☐ Exhibit D Fingerprint and Background Check Requirements ☐ Exhibit E Federal Terms and Conditions ☐ Exhibit F Contractor W-9

5. SIGNATURES

CONTRACTOR’S CERTIFICATIONS:

BY EXECUTION OF THIS CONTRACT, THE UNDERSIGNED CERTIFIES TO DISTRICT 4J THAT:

https://www.gsa.gov/travel/plan-book/per-diem-rates

• The undersigned person has authority to execute this Contract on behalf of the Contractor, and to bind Contractor to its terms;

• Contractor has not discriminated against minority, women, or small business enterprises or a business that is owned or controlled by or that employs a disabled veteran as defined in ORS 408.225;

• Contractor has, to the best of its knowledge, complied with Oregon tax laws in the period prior to the execution of this Contract, and will continue to comply with such laws during the entire term of this Contract.

EACH PARTY, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

DISTRICT 4J CONTRACTOR

Name Name

Title Title

Date Date

Eugene School District 4J ____________________________________ 200 North Monroe St Address Eugene, OR 97402 City, State, Zip

DISTRICT 4J PURCHASING DEPARTMENT

Name

Date

EXHIBIT A

CONTRACT PROVISIONS

1. Contractor’s Personnel.

1.1 Key Persons. Contractor acknowledges and agrees that District selected Contractor, and is entering into this Agreement, because of the special qualifications of Contractor's key persons identified in the Statement of Work (each a “Key Person” and, together, “Key Persons”). Neither Contractor nor a Key Person may delegate performance of the powers and responsibilities that a Key Person is required to provide under this Agreement to another Contractor employee, subcontractor or agent without first obtaining the written consent of District. Further, Contractor may not re-assign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide the District with the required expertise, experience, judgment, and personal attention, without first obtaining District's written consent to such re-assignment or transfer, which District will not unreasonably withhold or delay. Notwithstanding the foregoing, Contractor may replace a Key Person in the event the Key Person is no longer available due to circumstances beyond Contractor’s reasonable control, such as death, illness, or termination of employment with Contractor. In the event Contractor requests that District approve a re-assignment or transfer of a Key Person, or if Contractor must replace a Key Person, District may interview, review the qualifications of, and approve or reject the proposed replacement for the Key Person. Any such replacement must have substantially equivalent or better qualifications than the Key Person being replaced. Any replacement personnel approved by District in writing (email acceptable) will thereafter be deemed a Key Person for purposes of this Agreement, and the Statement of Work will be deemed amended to include such Key Person.

1.2 Payment for Replacement Key Personnel. If District is paying Contractor on an hourly or other periodic basis, then Contractor will not charge District, and District will not pay, for a replacement Key Person while such replacement acquires the project knowledge and skills necessary to perform the Services. Such period of non-charge will be agreed upon by the parties.

1.3 Work Performed on District Property. Contractor and Contractor staff shall comply with all policies, rules, procedures, and regulations established by District for access to and activities in and around premises controlled by District, including but not limited to:

1.3.1 When performing work on District property, Contractor and Contractor’s employees shall be in appropriate work attire (or uniform, if applicable) at all times. Contractor attire must meet the guidelines for non-offensive, derogatory, or other requirements similar to District staff.

1.3.2 Each day Contractor or Contractor’s employees are present on District property, they must sign in at the location’s main office and obtain an identification/visitor tag. Contractor and Contractor’s employees must display this tag on their person at all times while on District property.

1.3.3 All District properties are tobacco-free zones; Contractor and/or Contractor’s employees are prohibited from using any tobacco product on District property.

1.3.4 All District properties are also drug-free, weapons-free and firearms-free zones; Contractor and/or Contractor’s employees are prohibited from possessing on their persons or in their vehicles any drug, weapon or firearm while on District property.

1.4 Employee Removal: At District’s request, Contractor shall immediately remove any contractor employee, agent, representative or subcontractor from all district properties in cases where District in its sole discretion determines that removal of that individual is in the district’s best interests.

1.5 Obligation to report abuse. Contractor acknowledges District’s obligations related to child abuse and sexual conduct. If there are reports or allegations of sexual conduct or child abuse involving one of Contractor’s employees, Contractor agrees to immediately comply with the District’s request for removal of the employee. Contractor will cooperate in any investigation being conducted by District, law enforcement, DHS, ODE and/or TSPC. Contractor has received information from District related to the prevention and identification of child abuse and sexual conduct, the obligations of school employees to report abuse and sexual conduct, and appropriate electronic communications with students and agrees to provide this information to any employee having direct, unsupervised contact with students. Contractor has reviewed and will comply with the following ORS statutes:

https://www.oregonlegislature.gov/bills_laws/ors/ors419B.html.

1.6 Hazardous Materials. Contractor shall notify District before using any products containing hazardous materials to which district employees, students, or the general public may be exposed. Products containing hazardous materials are those products defined by Oregon Administrative Rules, Chapter 437. Upon District request, Contractor must immediately provide Material Safety Data Sheets to District for all materials subject to this provision.

2. Independent Contractor; Responsibility for Taxes and Withholding

2.1 Independent Contractor. Contractor shall perform all Services as an independent contractor. District reserves the right (i) to determine and modify the delivery schedule for the Services and (ii) to evaluate the quality of the Services; however, District may not 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 Services.

2.2 No Conflicts. Contractor, by signature to this Agreement, represents and warrants that Contractor’s performance of the Services under this Agreement creates no potential or actual conflict of interest as defined by ORS 244; and no statutes, rules or regulations of any District, State of Oregon or Federal Agency for which Contractor currently performs work would prohibit Contractor from performing the Services under this Agreement.

2.3 Affiliation. Contractor understands and agrees that it is not an "officer," "employee," or "agent" of the District, as those terms are used in ORS 174.109, ORS 244.020 or otherwise.

2.4 Taxes and Benefits. Contractor is responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Agreement and, unless required by applicable law, District will not withhold from such compensation or payments any amount to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Agreement, except as a self-employed individual.

3. Subcontracts, Successors, And Assignments

3.1 Subcontracts. Contractor shall not enter into any subcontracts for any of the Services required by this Agreement without District's prior written consent. In addition to any other provisions District may require, Contractor shall include in any permitted subcontract under this Agreement provisions to ensure that District will receive the benefit of subcontractor’s performance as if the subcontractor were Contractor. District’s consent to any subcontract does not relieve Contractor of any of its duties or obligations under this Agreement.

3.2 Successors and Assigns. The provisions of this Agreement are binding upon and inure to the benefit of the parties to this Agreement, their respective successors, and permitted assigns, if any.

3.3 No Assignment. Contractor shall not assign or transfer any of its rights or delegate its obligations under this Agreement without District’s prior written consent.

4. Representations and Warranties.

https://www.oregonlegislature.gov/bills_laws/ors/ors419B.html

4.1 Contractor’s General Representations and Warranties. Contractor represents and warrants to District that:

4.1.1 Contractor has the power and authority to enter into and perform this Agreement;

4.1.2 This Agreement, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms;

4.1.3 Contractor shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the Services;

4.1.4 Contractor prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and

4.1.5 Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the Effective Date, faithfully has complied with:

4.1.5.1 All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

4.1.5.2 Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

4.1.5.3 Any tax provisions imposed by a political subdivision of this State that applied to Contractor, or to goods, services, or property, whether tangible or intangible, provided by Contractor;

4.1.5.4 Any rules, regulations, charter provisions, or ordinances that implemented or enforced any of the foregoing tax laws or provisions; and

4.1.5.5 Contractor has no undisclosed liquidated and delinquent debt owed to the District.

4.2 Contractor’s Performance Warranties.

4.2.1 Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor shall apply that skill and knowledge with care and diligence to perform the Services in a professional manner and in accordance with the highest standards prevalent in Contractor’s industry, trade or profession;

4.2.2 The Services and each Deliverables delivered by Contractor pursuant to the Services will materially comply with any service descriptions, specifications, standards or requirements set forth in this Agreement;

4.2.3 Except as otherwise provided in this Agreement (including Section 5, Ownership of Work Product), Contractor shall transfer all Deliverables to District free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind; and

4.2.4 Except as otherwise set forth in this Agreement, any subcontractors performing work for Contractor under this Agreement have assigned all of their rights in the Deliverables to Contractor or District and no third party has any right, title or interest in any Deliverables supplied to District under this Agreement.

4.3 Warranties cumulative. The warranties set forth in Section 8 are in addition to, and not in lieu of, any other warranties set forth elsewhere in this Agreement.

5. Ownership of Work Product.

5.1 Definitions. As used in this Section 5, and elsewhere in this Agreement, the following terms have the meanings set forth below:

5.1.1 “Contractor Intellectual Property” means any intellectual property owned by Contractor and developed independently from the Services.

5.1.2 “Third Party Intellectual Property” means any intellectual property owned by parties other than District or Contractor.

5.1.3 “Work Product” means everything that is originally made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to this Agreement, including every invention, modification, discovery, design, development, customization, configuration, improvement, process, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registerable under copyright or similar statutes or subject to analogous protection).

5.2 Original Works. District claims no right to any pre-existing work product of Contractor provided to District by Contractor in the performance of this Contract, except to copy, use, or re-use any such work product for District use only. All Work Product created by Contractor pursuant to the Services, including derivative works and compilations of Work Product, and whether or not such Work Product is considered a work made for hire or an employment to invent, is the exclusive property of District. District and Contractor agree that such Work Product is “work made for hire” of which District is the author within the meaning of the United States Copyright Act. If for any reason the Work Product is not “work made for hire,” Contractor hereby irrevocably assigns to District any and all of its rights, title, and interest in all Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon District’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in District. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

5.3 License in Contractor Intellectual Property. In the event that a Deliverables delivered by Contractor under this Agreement is or is a derivative work based on Contractor Intellectual Property, or is a compilation that includes Contractor Intellectual Property, Contractor hereby grants to District an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Contractor Intellectual Property employed in the Deliverables, and to authorize others to do the same on District’s behalf.

5.4 License in Third Party Intellectual Property. In the event that a Deliverables delivered by Contractor under this Agreement is or is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on the District’s behalf and in the name of the District an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Deliverables, and to authorize others to do the same on District’s behalf.

5.5 No Rights. Except as expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to or conferring upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by District. Except as expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to or conferring upon District any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor.

5.6 Marks. Neither party grants the other the right to use its trademarks, trade names, service marks or other designations in any promotion or publication without prior written consent. Each party grants only the licenses and rights specified in this Agreement. Contractor agrees to follow District Policy KJ for Commercial Activities.

5.7 Competing Services. Subject to the provisions of this Section 9, and Contractor’s obligations with respect to Confidential Information, including as defined in Section 10, nothing in this Agreement precludes or limits in any way the right of Contractor to: (i) provide services similar to those contemplated in this Agreement, or consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, Deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables delivered pursuant to this Agreement. Each party is free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Agreement free of any use restriction or payment obligation to the other.

6. Confidential Information.

6.1 Confidential Information. Contractor acknowledges that it and its employees, officers, directors, agents or subcontractors (collectively, “Contractor Staff”) may, in the course of performing the Services under this Agreement, be exposed to or acquire information that is confidential to District or District’s clients. Any and all information of any form (including but not limited to records, files, papers, materials, documents, and communications in written, verbal, oral and electronic form) that Contractor or any Contractor Staff may come into contact with or that is obtained by Contractor or Contractor Staff in the performance of this Agreement shall be considered for the purposes of this Agreement the confidential information of District (“Confidential Information”). Contractor shall, and shall cause Contractor Staff to treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not include information that (i) is or becomes (other than by disclosure by Contractor or Contractor Staff acquiring such information) publicly known or is contained in a publicly available document except to the extent applicable law still restricts disclosure; (ii) is furnished by District to others without restrictions similar to those imposed by this Agreement; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Agreement; (iv) is obtained from a source other than District without the obligation of confidentiality, (v) is disclosed with the written consent of District, or; (vi) is independently developed by Contractor or Contractor Staff who can be shown to have had no access to the Confidential Information.

6.2 FERPA Re-Disclosure. Family Education Rights and Privacy Act (“FERPA”) Prohibits the Re-Disclosure of Confidential Student Information: Except in very specific circumstances and as agreed in writing, Contractor shall not disclose to any other party without prior consent of the parent/guardian any information or records regarding students or their families that Contractor may learn or obtain in the course and scope of its performance of this Agreement. Any re-disclosure of confidential student information must comply with the re-disclosure laws of FERPA.

Contractor is not to re-disclose information without prior written notification to and written permission of District.

If District grants permission, Contractor is solely responsible for compliance with the re-disclosure under 34 CFR §99.32(b). Consistent with FERPA’s requirements, personally identifiable information obtained by Contractor in the performance of this Agreement must be used only for the purposes identified in this Agreement.

6.3 Security. Any disclosure or removal of any district matter or property by Contractor without the express written permission of District shall be cause for immediate termination of this agreement. Contractor shall bear sole responsibility for any liability including, but not limited to attorney fees, resulting from any action or suit brought against district because of Contractor’s willful or negligent release of information, documents, or property contained in or on district property. District hereby deems all information, documents, and property contained in or on district property privileged and confidential.

6.4 Non-Disclosure. Contractor shall hold, and shall cause Contractor Staff to hold, all Confidential Information in confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer, distribute, or otherwise dispose of, give, make available or disclose, in whole or in part, directly or indirectly, Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to District hereunder, and shall advise Contractor Staff of their obligations to keep Confidential Information confidential. Contractor shall assist District in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise District immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and Contractor will at its expense cooperate with District in seeking injunctive or other equitable relief in the name of District or Contractor against any such person. Contractor shall not at any time during or after the term of this Agreement, except as directed by District, disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Agreement. Upon expiration or termination of this Agreement or at District’s request, Contractor shall deliver to District all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Agreement, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

6.5 Confidentiality Policies. Contractor shall, upon District’s request, provide its policies and procedures for safeguarding Confidential Information to District for District’s review and consent. Such policies must address information conveyed in oral, written, and electronic format and include procedures for how Contractor will respond when a violation or possible violation occurs.

6.6 Injunctive Relief. Contractor acknowledges that breach of this Section 6, including disclosure of any Confidential Information, will cause irreparable injury to District that is inadequately compensable in damages. Accordingly, District may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of District and are reasonable in scope and content.

6.7 Publicity. Contractor agrees that it will not disclose the form, content or existence of this Agreement or any Deliverables in any advertising, press releases or other materials distributed to prospective customers, or otherwise attempt to obtain publicity from its association with District, whether or not such disclosure, publicity or association implies an endorsement by District of Contractor’s services, without the prior written consent of District.

7. Indemnity by Contractor.

7.1 Claims. Contractor shall defend, save, hold harmless, and indemnify District and its officers, employees, and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Agreement, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Agreement.

7.2 Legal Counsel. If Contractor is required to defend District or their officers, employees or agents under Section 7.1, then Contractor shall select legal counsel reasonably acceptable to District to act in the name of, or represent the interests of the District or their officers, employees and agents. Further, District may assume its own defense, including that of its officers, employees and agents, at any time when in the District’s sole discretion it determines that (i) proposed counsel is prohibited from the particular representation contemplated; (ii) counsel is not adequately defending the interests of the District or its officers, employees and agents; (iii) important governmental interests are at stake; or (iv) the best interests of the District are served thereby. Contractor's obligation to pay for all costs and expenses includes those incurred by the District in assuming its own defense or that of its officers, employees, and agents under (i) and (ii) above.

7.3 Damages to District Property and Employees. Contractor is liable for all Claims for personal injury, including death, damage to real property and damage to tangible and intangible personal property of District or any of its employees, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of Contractor or its officers, employees, subcontractors, or agents under this Agreement.

7.4 CONTRACTOR IS NOT AUTHORIZED TO SETTLE OR COMPROMISE ANY CLAIM REFERENCED IN THIS SECTION

WITHOUT THE EXPRESS WRITTEN CONSENT OF DISTRICT.

8. Limitation of Liabilities.

8.1 EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION 6, OR (ii) SECTION 7, CONTRACTOR’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO ONE AND ONE HALF TIMES THE

MAXIMUM-NOT-TO-EXCEED AMOUNT OF THIS CONTRACT.

8.2 EXCEPT FOR LIABILITY TO THIRD PERSONS ARISING OUT OF OR RELATED TO (i) SECTION 6, OR (ii) SECTION 7, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

9. Insurance. Contractor shall maintain insurance as set forth in Exhibit D.

10. Default; Remedies; Termination.

10.1 Default by Contractor. Contractor will be in default under this Agreement if:

10.1.1 Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

10.1.2 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Agreement and Contractor has not obtained such license or certificate within 14 calendar days after District’s notice or such longer period as District may specify in such notice; or

10.1.3 Contractor commits any material breach or default of any covenant, warranty, obligation, certification, or agreement under this Agreement, fails to perform the Services under this Agreement within the time specified herein or any extension thereof, or so fails to pursue the Services as to endanger Contractor's performance under this Agreement in accordance with its terms, and such breach, default or failure is not cured within 14 calendar days after District's notice, or such longer period as District may specify in such notice; or

10.1.4 Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or Agency of the State.

10.2 District’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 10.1, District may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including, but not limited to:

10.2.1 Termination of this Agreement under Section 10.6.2; or

10.2.2 Withholding all monies due for Services and Deliverables that Contractor has failed to deliver within any scheduled completion dates or has performed inadequately or defectively; or

10.2.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; or

10.2.4 Exercise of its right of setoff, and withholding of amounts otherwise due and owing to Contractor, without penalty; or

10.2.5 Undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Services and Deliverables to recover liquidated and delinquent debt owed to the District. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law.

10.3 Remedies Cumulative. The remedies set forth in Section 10.2 are cumulative to the extent the remedies are not inconsistent, and District may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that Contractor was not in default under Sections 10.1, then Contractor will be entitled to the same remedies as if this Agreement was terminated pursuant to Section 10.6.1.

10.4 Default by District. District will be in default under this Agreement if:

10.4.1 District fails to pay Contractor any amount pursuant to the terms of this Agreement, and District fails to cure such failure within 30 calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice; or

10.4.2 District commits any material breach or default of any covenant, warranty, or obligation under this Agreement, and such breach or default is not cured within 30 calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

10.5 Contractor’s Remedies. In the event District terminates this Agreement under Section 10.6.1, or is in default under Section 10.4, and whether or not Contractor elects to exercise its right to terminate the Agreement under Section 10.6.3, Contractor’s sole monetary remedy will be (i) with respect to Services compensable at a stated rate, a claim for unpaid invoices, time worked within any limits set forth in this Agreement but not yet invoiced and authorized expenses incurred and interest, subject to ORS 293.462, and (ii) with respect to Deliverables-based Services, a claim for the sum designated for completing the Deliverables multiplied by the percentage of Services completed and accepted by District, less previous amounts paid and any claim(s) that District has against Contractor.

In no event will District be liable to Contractor for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 10.5, Contractor shall pay immediately any excess to District upon written demand.

10.6 Termination.

10.6.1 District’s Right to Terminate at its Discretion. District may terminate this Agreement:

10.6.1.1 Upon 30 calendar days’ prior written notice by District to Contractor;

10.6.1.2 Immediately upon written notice by District to Contractor if District fails to receive funding, appropriations, limitations, allotments or other expenditure authority at levels sufficient to pay for the Services or Work Products;

or

10.6.1.3 Immediately upon written notice by District to Contractor if federal or state laws, regulations, or guidelines are modified or interpreted in such a way that the District’s purchase of the Services or Work Products under this Agreement is prohibited or District is prohibited from paying for such Services or Work Products from the planned funding source.

10.6.1.4 District reserves the right to terminate or otherwise suspend this Agreement if District's Board determines that funding is insufficient to remain fully open and calls for a District-wide furlough or similar temporary District reduction in operations. Any temporary closure shall not affect amounts due to Contractor under this Agreement, subject to a prorated adjustment for reduction in services or need for goods during the furlough.

10.6.2 District’s Right to Terminate for Cause. In addition to any other rights and remedies District may have under this Agreement, District may terminate this Agreement immediately upon written notice by District to Contractor, or at such later date as District may establish in such notice, if Contractor is in default under Section 10.1.

10.6.3 Contractor’s Right to Terminate for Cause. Contractor may terminate this Agreement immediately upon written notice to District, or at such later date as Contractor may establish in such notice, if District is in default under Section 10.4.

10.7 Return of Property. Upon termination of this Agreement for any reason whatsoever, Contractor shall immediately deliver to District all of District’s property (including without limitation any Services or Work Products for which District has made payment in whole or in part) that is in the possession or under the control of Contractor in whatever stage of development and form of recordation such District property is expressed or embodied at that time.

10.8 Effect of Termination. Upon receiving a notice of termination of this Agreement, Contractor shall immediately cease all activities under this Agreement, unless District expressly directs otherwise in such notice of termination.

Upon District's request, Contractor shall surrender to anyone District designates, all documents, research or objects or other tangible things needed to complete the Services and the Deliverables.

11. Compliance with Law.

11.1 Compliance with Law Generally. Contractor shall comply, and cause all subcontractors to comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to this Agreement and the performance of the Services. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to this Agreement: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Title V and Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990 and ORS 659A.142, as amended; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act portion of the American Recovery and Reinvestment Act of 2009 (ARRA), including the Privacy and Security Rules found at 45 CFR Parts 160 and 164, as the law and its implementing regulations may be updated from time to time; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; (viii) Section 188 of the Workforce Investment Act (WIA) of 1998, as amended; (ix) ORS Chapter 659, as amended; (x) all regulations and administrative rules established pursuant to the foregoing laws; and (xi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated.

District’s performance under the Agreement is conditioned upon Contractor's compliance with the provisions of ORS 279B.220, 279B.225, 279B.230, 279B.235 and 279B.270 which are incorporated by reference herein. Contractor shall, to the maximum extent economically feasible in the performance of this Agreement, use recycled paper (as defined in ORS 279A.010(1)(gg)), recycled PETE products (as defined in ORS 279A.010(1)(hh)), and other recycled products (as “recycled product” is defined in ORS 279A.010(1)(ii)).

11.2 Compliance with Oregon Tax Laws.

11.2.1 Contractor shall, throughout the duration of this Agreement, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this section, “tax laws” includes the tax laws described in Section 4.1.5.1 through 4.1.5.4.

11.2.2 Any violation of Section 11.2.1 constitutes a material breach of this Agreement. Further, any violation of Contractor’s warranty in Section 4.1.5 of this Agreement that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state also constitutes a material breach of this Agreement. Any violation entitles District to terminate this Agreement, to pursue and recover any and all damages that arise from the breach and the termination of this Agreement, and to pursue any or all of the remedies available under this Agreement, at law, or in equity, including but not limited to:

11.2.2.1 Termination of this Agreement, in whole or in part;

11.2.2.2 Exercise of the right of setoff, or garnishment if applicable, and withholding of amounts otherwise due and owing to Contractor without penalty; and

11.2.2.3 Initiation of an action or proceeding for damages,…