Addendum 1.pdf

NORTH CLACKAMAS SCHOOL DISTRICT

BUILDING ENVELOPE AND ROOF CONSULTANT SERVICES 2026 BOND PROGRAM

(RFP-2627-123)

ADDENDUM ONE (1) 24 August 2026

PAGE 1 OF 1 (Plus Listed Attachments)

THE FOLLOWING CHANGES, ADDITIONS, AND DELETIONS TO THE CONTRACT DOCUMENTS

POSTED 21 AUGUST 2026 HEREBY BECOME A PART OF THE CONTRACT DOCUMENTS.

NOTIFY ALL SUBCONTRACTORS AFFECTED BY THIS ADDENDUM.

ATTACHMENTS

1. Revised RFP-2627-123 Building Envelope and Roof Consultant Services

CORRECTIONS

On page 11, Section 9.4 Insurance, the insurance requirements have been corrected to:

▪ Commercial General Liability / $1.0 million single limit / $3.0 million annual aggregate

▪ Professional Liability / $1.0 million single limit / $1.0 million annual aggregate

END OF ADDENDUM ONE (1)

North Clackamas School District 12

Request for Proposals

Building Envelope and Roof Consultant Services

Request for Proposal Number: 2627-123

Proposals Due:

Not Later than 2:00 p.m. Pacific Time, September 10, 2026. Late proposals will not be accepted or considered.

Submit Proposals to:

Megan Jelley, North Clackamas

North Clackamas School District

Email: jelleym@nclack.k12.or.us

Direct Questions to:

Procurement Contact: Megan Jelley

Email: jelleym@nclack.k12.or.us

Only emailed written questions.

Deadline for Questions: September 3, 2026

Electronic Responses: All proposals must be submitted by email.

Pre-Proposal Meeting: No Pre-Proposal meeting is schedule.

Request for Proposal (RFP) Availability:

This RFP is available electronically from the OregonBuys website at https://oregonbuys.gov/bso/. Interested parties must be registered with OregonBuys to obtain and download documents. There is no cost to register. All information associated with this solicitation, including solicitation addenda, will be posted to OregonBuys.

Proposal Opening:

Proposals will be opened after 2:00 p.m. Pacific Time on the date proposals are due. The contents of the proposals will not be disclosed to the public until all proposals have been evaluated, negotiations completed if required, and a contract has been finalized.

Table of Contents

1 Introduction

2 Project Description

3 Project Schedule

4 Scope of Work / Services

4.1 General Building Envelope and Roof Consultant Tasks

5 Selection Process

5.1 Method

5.2 Schedule

5.3 Proposal Procedure Requirements

5.4 Request for proposal Questions, Clarifications and Changes

5.5 Addenda

6 Written Proposal Requirements

6.1 Proposal Format

6.2 Evaluation Criteria

7 Information

7.1 Clarification of Responses

7.2 References

7.3 Notice of Intent to Award

7.4 Negotiations

7.5 Reservations of Rights

8 Solicitation Terms and Conditions / Protect of Solicitation or Award

8.1 Submitted Materials are Owner Property

8.2 Proposal Validity

8.3 Solicitation Cancellation, Rejection of a Proposal or All Proposals

8.4 Disputes

8.5 Publicity

8.6 Confidentiality

8.7 Exceptions to a Solicitation

8.8 Protests

8.9 COBID Reporting Requirements

9 Contract Terms and Conditions

9.1 Contract Award and Term

9.2 North Clackamas School District Additional Provisions

9.3 Contract Execution

9.4 Insurance

Attachments:

▪ Attachment A – North Clackamas School District Proposal Certification Form

▪ Attachment B – North Clackamas School District Professional Services Contract Template

1. INTRODUCTION

North Clackamas School District (NCSD) is Oregon's fifth-largest school district and spans more than 40 square miles just southeast of Portland, OR and serves the communities of Milwaukie, Oak

Grove, Happy Valley, and other parts of Clackamas County. The district, with an enrollment of approx. 17,000 students, has 5 high schools, 4 middle schools, 18 elementary schools, 4 charter schools, 1 career technical school (on 3 campuses), and several support buildings.

2. PROJECT DESCRIPTION

North Clackamas School District (“Owner”) seeks Building Envelope and Roof Consultant services for the planned November 2026 Bond Levy’s bond projects estimated to exceed $245 million.

The scope of the 2026 bond projects includes updates and improvements building throughout the

District including roof replacements, siding replacement, window replacement and other renovation projects related to building envelope and roofing systems. More information can be found on the district website via the About North Clackamas Schools Capital Construction link at https://www.nclack.k12.or.us/about-ncsd/bond2026.

The successful proposing firm must (1) Provide a history of successfully completing projects of similar size, with an emphasis on K -12 projects and 2) Possess the firm capacity to provide the services required for multiple projects and 3) Provide staff with similar project experience.

3. PROJECT SCHEDULE

The anticipated start of design phase services is September 2026 and the anticipated start of construction phase services is June 2027, with additional, phased projects occurring through 2032.

4. SCOPE OF WORK / SERVICES FOR EACH AWARDED PROJECT

4.1 General Building Envelope and Roof Consultant Tasks

A. Perform the tasks and functions in the specifications ascribed to the Building Envelope and Roof Consultant Firm.

B. The general scope of work will include, including but not limited to all noted items below in regard to the Building Envelope and Roof systems:

a. Initial review and report on existing site conditions.

b. Initial review and comment of Schematic and/or Design Development Documents.

c. Initial review and comment on design details and project specifications.

d. Review and comment of Construction Documents.

e. Review and comment of General Contractor submittal and design documents.

f. In field inspections of installation requirements.

g. In field testing of installations.

h. In field mockup review and reporting.

i. In field window testing review and reporting.

j. Punchlist inspections and reporting.

k. Closeout documentation review and comment.

C. Building Envelope and Roof Systems will include but not be limited to:

a. Roofing systems including roofing, insulation, sheet metal flashings and trim and coping, skylights, through-roof penetrations

b. Exterior wall weather barrier, window, door systems, wall cladding systems, rain screen, sheet metal flashings and trim

c. Brick and masonry and associated flashing and drain details

d. Below grade building waterproof systems

5. SELECTION PROCESS

5.1 Method

The Owner will select Building Envelope and Roof Consultant Firm(s) through the written proposal process described in this RFP. The RFP will be evaluated by a Building Envelope and Roof Consultant Firm Selection Committee. Each Selection Committee member will independently score the proposals in accordance with the Proposal Criteria. Each Selection

Committee Member Evaluator’s score will be utilized to arrive at a total score for each

Building Envelope and Roof Consultant Firm. The Building Envelope and Roof Consultant

Firm with the highest score for the proposal submission phase will be ranked highest. The

Building Envelope and Roof Consultant Firm with the second highest score will be ranked second highest

The Owner reserves the right to conduct interviews if the Owner determines the interview process is in the Owner’s best interests. Interviews, if required, will be scored by Selection

Committee Members who will assign a numerical point total for each firm according to a criterion and point system similar to the process used to evaluate the written proposals. The points awarded for the written proposal requirements and the interview will not be added for a cumulative score.

The Selection Committee is comprised of the following individuals:

▪ Bond Program Manager

▪ Director of Facility Operations

▪ Facility Operations Supervisor

The composition of the Selection Committee may vary from the information reflected in the

RFP.

The District will select the most qualified firm(s) based on the RFP criteria and the highest score proposal (plus optional interview). The District may select up to three (3) Building

Envelope and Roof Consultant firms based on qualifications.

5.2 Schedule

The Owner anticipates the following schedule for the Building Envelope and Roof Consultant

Firm selection process:

Activity Date

Request for Proposal Released August 21, 2026

Deadline for Questions September 3, 2026

Proposals Due September 10, 2026

Notice of Intent to Award September 17, 2026

Award September 24, 2026

Anticipated Start of Services September 28, 2026

Completion Date of Services September 30, 2032

Note: No Pre-Proposal meeting is scheduled.

5.3 Proposal Procedure Requirements

A. Proposal Submission

It is the Proposer’s sole responsibility to ensure that its proposal is electronically delivered and time-stamped, prior to the Request for Proposal closing date and time.

Proposals not received by 2:00 p.m. PST shall be considered late. Owner shall deem such proposals ineligible for award consideration.

Email electronic proposal submission in PDF format to: Megan Jelley at jelleym@nclack.k12.or.us.

5.4 Request for Proposal Questions, Clarifications and Changes

Any Proposer requiring clarification of the information provided in this solicitation must submit questions in writing to the Procurement Contact shown on Page 1 of this Request for

Proposal. E mail is the only accepted form of written communication. The deadline for submitting such questions is shown on page 1 of this Request for Proposal.

5.5 Addenda

If the Owner determines that additional information or interpretation is necessary, such information or interpretation will be supplied in addenda, posted on OregonBuys. Those who have registered their interest in the solicitation through OregonBuys will be notified of addenda via email. Addenda shall have the same binding effect as though contained in this

RFP. The Director of Business Operations or designee shall issue all addenda not less than three (3) days prior to the submission deadline. Statements made by the Owner’s representatives are not binding on the Owner unless confirmed by written addendum.

6. WRITTEN PROPOSAL REQUIREMENTS

6.1 Proposal Format

Reponses must provide the following information in the order presented below:

A. Proposal must include one page cover letter.

B. Proposal must include signed Attachment A / Proposal Certification Form.

C. Proposal must address all evaluation criteria in the order presented in in the Evaluation

Criteria section of the RFP.

D. Proposal must not exceed 12 - 8.5” x 11” pages with a minimum 11 point font, excluding resumes, items identified in the RFP to be located in the appendix and attachments identified in the RFP.

E. Proposal must be presented on single sided sheets (Double sided sheets are considered two pages).

6.2 Evaluation Criteria

Address each of the following Evaluation Criteria in the order presented:

Written Evaluation Criteria

Proposer Information and Certifications

• Provide a brief description of your firm. List the projects your firm is currently contracted for, completion dates and the key personnel assigned to the project(s).

Maximum Points Available: 5

Firm Experience

• Describe your firm’s experience working with K-12 clients and/or educational facilities

• Describe your experience over the past five (5) years providing building envelope and roof consultant services. Specifically describe:

• At least three projects that are comparable to the scope of work described in this RFP. Include information about the services your firm provided for each project and the dates the projects were started and completed, and the time span required to complete building envelope and roof consultant phase tasks

• Include resumes of proposed key personnel as an appendix, including their past project experience that is directly applicable to the needs of this Project and anticipated time commitment for this Project, and proposed duties for this Project.

Maximum Points Available: 50

Project Understanding & Approach

• Describe your approach for these Projects, specifically address:

• Building Envelope and Roof Consultant approach to be used in this project, and cite examples where this has been used in the past.

• Describe ability to respond to projects’ schedules.

Maximum Points Available: 20

Fees

• The Owner will issue a separate contract for each specific project a firm is asked to provide services for. District contracts are hourly not to exceed. Provide a comprehensive schedule of hourly rates for all personnel classifications anticipated to perform services under a contract for building envelope and roof consulting services, including and anticipated reimbursable expenses and annual rate increases. Actual billing amounts will be the hourly rates for billable hours with a total billable amount not to exceed the proposed total fee.

Maximum Points Available: 15

References

• Provide the names, addresses and phone numbers of three Owners to be used as references. Please verify that the individuals identified had direct contact with the referenced project, and the phone number is current. The Owner may check with these references and/or may check with other references associated with past work of your firm.

Maximum Points Available: 10

Total

7. INFORMATION

7.1 Clarification of Responses

In the event that a proposal requires clarification, the Owner will request such clarification in writing and will afford the Proposer an opportunity to respond in kind.

7.2 References

The Owner reserves the right to contact references, including entities other than those listed in the response to the RFP.

This contact may include without limitation, the past performance of any Building Envelope and Roof Consultant Firm with respect to the successful performance of similar projects, compliance with bid documents, completion of a project on schedule, payment of employees and subcontractors and any other topic associated with the performance.

7.3 Notice of Intent to Award

If the Owner awards a contract pursuant to this RFP it will award a contract to the responsible

Proposer(s) whose proposal the Owner determines in writing is the most advantageous to the

Owner based on the evaluation process and criteria described in this RFP, applicable preferences, and the outcome of any negotiations authorized by this RFP.

The Owner shall notify Proposers of an Intent to Award by posting a notification on

OregonBuys.

7.4 Negotiations

A. After the Owner has issued the Notice of Intent to Award and the statuary time has expired, the Owner will release a Notice of Award.

B. The Owner may terminate the award with the highest ranked Building Envelope and Roof

Consultant Firm if the Owner believes the Building Envelope and Roof Consultant Firm is not fulfilling the award requirements reflected in the RFP. If the Owner terminates negotiations with an eligible Building Envelope and Roof Consultant Firm, the Owner may then commence negotiations with the next highest-ranked eligible Building Envelope and

Roof Consultant Firm.

C. The Owner reserves the right to negotiate final contract terms and condition with the selected Building Envelope and Roof Consultant Firm to the fullest extent permitted by law and as in the best interest of the Owner.

7.5 Reservation of Rights

The Owner may reject any Proposal not in compliance with all prescribed Public Contracting procedures and requirements, including the requirement to demonstrate the Proposer's responsibility under ORS 279C.375(3)(b).

8. SOLICITATION TERMS AND CONDITIONS / PROTEST OF SOLICITATION OR AWARD

8.1 Submitted Materials are Owner Property

All information submitted for any element of this RFP will become the property of the Owner and will not be returned to proposers.

8.2 Proposal Validity

Proposals will remain valid for a period of 60 calendar days following the Proposal submission deadline.

8.3 Solicitation Cancellation, Rejection of a Proposal or All Proposals

The Owner may cancel this Solicitation or reject any or all Proposals in accordance with ORS

279C.395. The Owner is not liable to any Proposer for any loss or expense caused by, or resulting from the cancellation of this solicitation or rejection of a Proposal.

8.4 Disputes

In case of any doubt or difference of opinion as to:

A. The items or service to be furnished under this RFP, or

B. The interpretation of the provisions of this RFP, or conflicting information within this RFP, the provision or requirement most favorable to the Owner will apply. The decision of the

Owner will be final and binding upon all parties.

8.5 Publicity

Press, publication, promotion, etc. releases relating to this RFP will not be made without prior approval by the Owner.

8.6 Confidentiality

The Owner is subject to the Oregon Revised Statutes Public Records Law (ORS 192.311 to 192.478), which requires the Owner to disclose all records generated or received in the transaction of Owner business, except as expressly exempted in ORS 192.345, 192.355, or other applicable law. Examples of such exemptions are: trade secrets (ORS 192.345 (2)) and computer programs (ORS 192.355 (15)).

The Owner will not disclose records submitted by a proposer that are exempt from disclosure under the Oregon Public Records Law, subject to the following procedures and limitations.

The Building Envelope and Roof Consultant Firm will mark all proposal pages containing the records it has determined as confidential under Oregon Public Records Law and shall segregate those pages in the following manner:

A. Such pages will be clearly marked Confidential on each page of the confidential document.

B. Proposers will separate confidential pages from other Proposal pages providing the confidential pages to the Owner in a separate envelope or package.

C. In the proposal, Proposers will cite the specific statutory exemption in Oregon Records

Law exempting such pages from disclosure.

D. Proposers may not mark an entire Proposal confidential. Should a proposal be submitted in this manner, the Owner will hold no portion of the proposal as confidential, unless such a portion is segregated as per 8.6 B. and is determined exempt from

Oregon Public Records Law.

Notwithstanding the above procedures, the Owner reserves the right to disclose information that the Owner determines, in its sole discretion, is not exempt from disclosure or that the

Owner is directed to disclose by the Clackamas County Owner Attorney or a court of competent jurisdiction.

Prior to disclosing such information, the Owner will make reasonable attempts to notify the

Proposer of the pending disclosure.

8.7 Exceptions/Protests to a Solicitation

Any Proposer wishing to protest this RFP or any provision, specification or contract term herein, must submit such questions, comments or protests in writing no later than seven calendar days prior to the date and time proposals are due. Each request must include the reasons for the request and the proposed changes.

Requests must be submitted by e-mail to Megan Jelley, Senior Purchasing Specialist, jelleym@nclack.k12.or.us. No proposed modifications to the language in the RFP or referenced in the RFP will be considered after the deadline (seven calendar days prior to the date and time proposals are due).

8.8 Protest of Award

Adversely affected Proposers may protest the award of the contract, including rejection of their proposal for being non-responsive or not responsible:

A. The Proposer is adversely affected because the Proposer would be eligible to be awarded the contract in the event that the protest is successful; and

B. The reason for the protest is:

i. All higher-ranked proposals are non-responsive.

ii. The Owner has failed to conduct the evaluation of Proposals in accordance with the criteria or processes described in the RFP.

iii. The Owner has abused its discretion in rejecting the Proposer’s

Proposal as non- responsive or not responsible; and/or

iv. The Owner’s evaluation of Proposals or the Owner’s subsequent determination of award is otherwise in violation of North Clackamas

Schools Public Contracting Rules or Public Contracting Code.

C. An issue that could have been raised by request for clarification as provided in Section 5.4, or protest/exception to the solicitation as provided in Section 8.7 is not a ground for protest.

D. All protests must be provided in writing and physically received by the Director of Business

Operations or designee no later than 5:00 p.m. Pacific Standard Time on the seventh (7th) calendar day after the posted Notice of Intent to Award or postmarked rejection.

E. Address Protest To: Protest of Award: Request for Proposal Building Envelope and Roof

Consultant Services. Attention: Chief of Staff, North Clackamas School District Number 12, Oregon 12400 Southeast Freeman Way, Milwaukie, Oregon 97222

F. Protests must specify the rationale for the protest including the specific citation of law, rule, regulation, or procedure upon which the protest is based. The judgment used in scoring by individual evaluators is not a rationale for protest.

G. Protests not filed within the time specified in 8.8 above, or which fail to cite the specific law, rule, regulation, or procedure upon which the protest is based shall be dismissed.

8.9 Certification Office for Business Inclusion and Diversity Reporting (COBID) Requirements

North Clackamas School District has set goals to undertake good faith efforts to engage and track utilization of firms that are certified by the State of Oregon Certification Office for

Business Inclusion and Diversity ("COBID") as Minority Business Enterprise Program (MBE);

Women Business Enterprise Program (WBE); Emerging Small Business Program (ESB);

Service-Disabled Veteran Business Enterprise (SDVBE); Disadvantaged Business Enterprise

(DBE) or that self-identify as one of these firms.

The successful proposer will be required to submit a NCSD COBID Utilization form for themselves and all 1st tier subcontractors or consultants.

9. CONTRACT TERMS AND CONDITIONS

9.1 Contract Award and Term

The Owner intends to award a single contract at the conclusion of this RFP process. The contract term will be through completion and final acceptance of the last project under construction.

9.2 North Clackamas Schools Contract and Additional Provisions

Proposers are advised to thoroughly review and familiarize themselves with all Attachments.

By signing Attachment A – Proposal Certification Statement Form, proposers agree to the terms and conditions in these documents.

9.3 Contract Execution

No work shall be performed until the Contract is fully executed.

9.4 Insurance

The successful proposing firm will be required to provide the following insurance coverage

▪ The coverage delineated in the District’s Standard Terms and Conditions (See Attachment B)

▪ Commercial General Liability / $1.0 million single limit / $3.0 million annual aggregate

▪ Professional Liability / $1.0 million single limit / $1.0 million annual aggregate

North Clackamas School District Request for Proposal (RFP) Number: 2627-123 Building Envelope and Roof Consultant Services RFP Release Date: August 21, 2026

Attachment A Proposal Certification Form

To: Tiffany Shireman, Chief of Staff

The undersigned provider hereby certifies as follows: That he / she has read the North Clackamas School District's Request for Proposal Number: 2627-123 and the following Addenda and to the best of his / her knowledge has complied with the requirements stated herein:

Addenda Number:

One: ____________

Two: ____________

Three: ____________

Four: ____________

Dated, this _____ of _______________2026

Firm Name

Firm Address

Person Signing Contract (Print or Type Name) Title

Signature Date

Telephone Number

E Mail Address

This agreement is between the North Clackamas School District 12, hereafter called “District”, and

XXXXXXX, hereafter called “Contractor”.

Administrators of this agreement are:

Contractor North Clackamas School District 12 (NCSD)

Administrator: Administrator:

Title: Title:

Organization: Unit: NCSD Address: Address:

Milwaukie, OR 97222

Phone: Phone: 503-353- Email: Email: @nclack.k12.or.us

1. Purpose The purpose of this agreement is to provide the contractual details between the Contractor and District regarding XXXXXXXX.

2. Effective Date and Duration This agreement shall become effective on the date all required signatures are obtained. Unless earlier terminated, amended or extended, this agreement shall expire when Contractor’s completed performance has been accepted by District or XXXXXX, whichever is sooner

3. Statement of Work Contractor shall provide engineering services necessary to complete a seismic study of all district facilities including an assessment and related reporting. The Statement of Work, including the delivery schedule for the work, is contained in Exhibit A attached hereto and by this reference made a part hereof.

4. Consideration A. District shall pay Contractor, from available and authorized funds as provided in paragraph 8, the sum of up to $XXXXXXX for accomplishing the work required by this agreement as detailed in the attached Exhibits. This maximum, not-to-exceed compensation payable to Contractor includes all allowable expenses and reimbursement and may only be exceeded upon prior written and properly executed contract amendment. If there is no change in Statement of Work, the Contractor shall complete all identified Work within the not-to-exceed amount.

B. Contractor shall send the District an invoice setting forth the fee due each month and include a summary of the work performed in a format agreed to by the District. District shall review all submitted invoices promptly and shall pay all undisputed amounts within 30 days of the District’s receipt of the invoice.

C. Invoices shall be directed to the District Contract Administrator with a copy to accountspayable@nclack.k12.or.us and XXXX@nclack.k12.or.us. If an invoice is delivered on a non-business day, the invoices shall be considered received on the next day the District’s Business Services Department is open for business.

5. Standard of Care Contractor will provide services with the degree of skill and diligence normally employed by professionals performing the same or similar services at the time the services are performed. Contractor shall, at all times during the term of this agreement, be duly licensed to perform the work, and if there is no licensing requirement for the profession or work, be duly qualified and competent.

Attachment B - NCSD Professional Services Contract Template

6. Subcontracts 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. District’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, if any.

7. Amendments The terms of this Agreement shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written amendment signed by the parties. The amendment shall be effective as of the date on which every party has signed the amendment and all requisite approvals are obtained. All amendments to this Agreement shall comply with applicable statutes and administrative rules.

8. Termination A. This agreement may be terminated by mutual consent of both parties, or by either party upon thirty (30) calendar day’s written notice.

B. The District may terminate this agreement effective upon delivery of written notice to the Contractor, or at such other date as may be established by the District under any of the following conditions:

1. If District funding is not obtained and continued at levels sufficient to allow for purchase of the specified services. When possible, and when agreed upon, the agreement may be modified to accommodate a reduction in funds.

2. 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 agreement, or are no longer eligible for the funding proposed for payments authorized by this agreement.

3. If the Contractor fails to perform the work specified herein, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from the District, fails to correct such failures within ten (10) days or such longer period as the

District may authorize.

9. Funds Available and Authorized The District certifies at the time the agreement is written that sufficient funds are available and authorized for expenditure to finance costs of this agreement within the District’s current appropriation and limitation.

Contractor understands and agrees that District’s payment of amounts under this agreement attributable to work performed after the last date of the current biennium is contingent on District receiving appropriations, limitations, or other expenditure authority sufficient to allow District, in the exercise of its reasonable administrative discretion, to continue to make payments under this agreement. In the event the District fails to have sufficient appropriations, limitations, or other expenditure authority, District may terminate this agreement without penalty or liability to the District, effective upon the delivery of written notice to the Contractor, with no further liability to Contractor.

10. Access to Records The District, and its duly authorized representatives shall have access to the books, documents, papers and records otherwise privileged under law of the Contractor which are directly pertinent to the specific agreement for the purpose of making audit, examination, excerpts, and transcript.

11. Compliance with Applicable Law A. Contractor will comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Work under this Contract.

B. 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 or the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990 and ORS 659.425; (iv) the Fair Labor Standards Act; (v) the Occupational Safety and Health Act of 1970; (vi) all regulations and administrative rules established pursuant to the foregoing laws; and (vii) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

C. Contractor represents and warrants that Contractor has complied with the tax laws of this state and political subdivisions of this state including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318.

Contractor agrees to continue to comply with the tax laws of this state and political subdivisions of this state during the term of this agreement. Failure of the Contractor to comply with the tax laws of this state or a political subdivision of this state before the Contractor executes the agreement or during the term of the agreement, shall be considered a default for which the District may terminate the agreement and seek damages and other relief available under this agreement or under applicable law.

12. Sensitive Information Except for information that is already a matter of public record, Contractor shall not publish or otherwise disclose, except to District or as otherwise required by law, any information or data obtained hereunder from private individuals, organizations, or public agencies in a publication wherein the information or data furnished by or about any particular person or establishment can be identified, except with the written consent of such person or establishment. Information concerning the business of the District, its financial affairs, and its relations with its clients and employees, as well as any other information that may be specifically classified as confidential by the District, shall be kept confidential. Contractor shall instruct its employees and subcontractors to keep such information confidential by using the same care and discretion that they use with similar information that the Contractor designates as confidential.

13. Alcohol/Drug/Firearm Policy District prohibits the use of drugs, tobacco, alcohol, or firearms on District property and District events.

14. Insurance As evidence of the insurance coverage required by this contract, the Contractor shall furnish Certificate(s) of insurance to the District before final award can be authorized. The insurance coverage required under this contract shall be obtained from acceptable insurance companies or entities. The contractor shall be financially responsible for all deductibles, self-insured retention and/or self-insurance included hereunder. Contractor shall obtain, at Contractor's expense, and keep in effect during the term of this contract:

X Commercial General Liability Insurance covering bodily injury and property damage. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $3,000,000.

X Automobile Liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $1,000,000.

X Professional Liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $1,000,000.

Abuse & Molestation. Contractor will obtain or update policy to have endorsement for abuse and molestation to the general liability insurance to the amount of $1,000,000 with aggregate limit of $2,000,000.

Data Security & Privacy “Cyber” Liability. Combined single limit per occurrence shall not be less than $1,000,000. Each annual aggregate limit shall not be less than $1,000,000.

All subject employers working under this contract are either employers that will comply with ORS 656.017 which requires them to provide Oregon workers' compensation coverage that satisfies Oregon law for all their subject workers, or employers that are exempt under ORS 656.126. [2003 c.794 §76c] In addition, Contractor will obtain, at contractor's expense, and keep in effect during the term of this contract, Employers Liability insurance with a limit of not less than $1,000,000 per each occupational accident/disease. The Commercial General Liability and Automobile Liability insurance coverage required for performance of the contract shall include North Clackamas School District, its divisions, officers, and employees as Additional Insured but only with respect to the Contractor's activities to be performed under this contract.

15. Indemnification

A. Indemnification for General Liability Claims. Contractor shall defend, indemnify, and hold District, its officers, agents, and employees harmless against all liability, loss, costs, or expenses, including attorney’s fees, and against all claims, actions, or judgments based upon or arising out of damage or injury (including death) to persons or property caused by any act or omission of an act sustained in any way in connection with the performance of this agreement or by conditions created thereby, or based upon violation of any statute, ordinance, or regulation. This contractual indemnity provision does not abrogate common law or statutory law liability and indemnification to District, but is in addition to such common law or statutory law provisions.

B. Indemnification for Professional Liability Claims. Contractor shall defend, indemnify, and hold the District, its officers, agents, and employees harmless against all liability, loss, costs, or expenses, including attorney’s fees based upon or arising out of damages caused by or resulting from professional negligence in connection with the performance of this agreement by conditions created thereby or based upon violation of any statute, ordinance, or regulation (collectively known as “Professional Negligence Claims”). This indemnification required shall not apply to Professional Negligence Claims caused by the sole negligence or willful misconduct of the District, its officers, agents, and employees. This contractual indemnity provision does not abrogate common law or statutory law liability and indemnification to District, but is in addition to such common law or statutory law provisions. Contractor’s duty to defend a Professional Negligence Claim shall not apply except to the extent that Contractor’s liability or fault is determined by adjudication or alternative dispute resolution or its otherwise resolved by settlement agreement, and not to exceed the proportionate fault of

Contractor.

16. Independent Contractor Status This Contract is not intended and nothing contained herein shall be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association between District and Contractor, but is rather an agreement between independent parties, these being District and Contractor.

17. Background Check Certification Contractor shall ensure that employees and agents with the opportunity for direct, unsupervised contact with students have successfully passed a nationwide background check. Employees or agents convicted, or arrested without resolution, of the crimes listed in ORS 342.143(3)(a), constitutes failure of the background check. Contractor must comply with all Senate Bill 155 requirements, including, but not limited to, providing District requested information for any of Contractor’s employees, volunteers, or agents, who have the potential for unsupervised contact with District students, and providing requested information for new employees, volunteers, or agents to be cleared by District before they begin work with District.

18. Key Personnel Contractor acknowledges and agrees that the District selected Contractor for award of this Contract due to the special qualifications of Contractor’s key personnel. Contractor shall not reassign or transfer key personnel to other duties or positions such that they are no longer available to provide District with the expertise, experience, judgment, and personal attention at the level proposed without first obtaining the District’s prior written consent to such reassignment or transfer. The District shall have the right to interview, review the qualification of, and approve or disapprove any proposed change in key personnel.

19. Merger Clause This agreement constitutes the entire agreement between the parties. No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements or representations, oral or written, not specified herein regarding this agreement. Both parties, by the signature below of its authorized representative, hereby acknowledges that s/he has read this agreement, understands it and agrees to be bound by its terms and conditions.

SIGNATURES

North Clackamas School District XXXXXX

Name: Gwen Chapman Name:

Title: Director of Business Operations Title:

Signature: Signature:

Date: Date:

EXHIBIT A – Statement of Work

The attached Proposal dated XXXXXX is included as Exhibit A and incorporated as part of the agreement.