Bookstore RFP - 2025-0004-DOS-TF.docx

Bookstore Management Services Request for Proposals

RFP Number: 2025-0004-DOS-TF

NO ORAL PROPOSALS WILL BE ACCEPTED

NO LATE PROPOSALS WILL BE ACCEPTED

Web Viewers Note: There may be attachments to this RFP that are not available via the webpage. Contact the RFP Administrator listed below to confirm whether or not there are any attachments.

ISSUE DATE: Friday, November 22, 2024 PROPOSAL DUE DATE AND TIME: January 17, 2025 RFP SUBMITTAL LOCATION: Western Oregon University ATTN: Camarie Moreno, Budget Director - RFP Administrator - morenoc@wou.edu

SCHEDULE OF EVENTS

Request for Proposal Issue Date …............................................................. Friday, Nov 22, 2024 Deadline for Protest of Proposal Specifications And

All dates listed above are anticipated and not fixed. WOU may change any dates above, at its sole discretion, if necessary.

Table of Contents

I. Introduction and General Information

II. Minimum Specifications

III. Instructions to Proposers

Attachment A – General Terms and Conditions

Attachment B – Contract Requirements

Attachment C – Evaluation Criteria …

Attachment D – Proposer Certification

Attachment E – RFP Cover Sheet/Signature Block ………………

PART I - INTRODUCTION AND GENERAL INFORMATION

Founded in 1856, Western Oregon University is a public, mid-sized university – committed to changing lives, strengthening communities and transforming our world. Located in Monmouth, the heart of Oregon’s lush Willamette Valley, WOU is about 20 minutes from Salem, the state’s capital and about 75 minutes from Portland, the state’s cultural hub.

WOU currently enrolls approximately 3,300 students and employs nearly 900 individuals on campus. WOU is a vibrant cultural and educational environment with student representatives from across the nation and abroad. WOU students participate in intercollegiate athletics at the National Collegiate Athletic Association Division II level, belonging to the Great Northwest Athletic Conference (“GNAC”) and the Lone Star Conference (football only).

Mission Western Oregon University provides a personalized learning community where individuals experience a deep sense of belonging and empowerment.

Vision Our vision is for Western Oregon University to be a model of intentional inclusion and accessibility. We strive to empower students to meaningfully impact our local community and beyond. Grounded in the principles of a public liberal arts education, we will enhance career and social mobility through a focus on critical thinking and communication skills that are essential for successfully navigating the complexities of life.

Core Values Our core values are the fundamental beliefs and guiding principles that shape the identity, culture, and actions of Western Oregon University. They serve as a foundation for planning, implementing, and evaluating initiatives. Decisions, interactions, and priorities will reflect the deeply held convictions that contribute to the ethical framework and mission of the institution. Our Core Values include: Centering Students, Embracing Diversity, Fostering Accessibility, and Valuing Community

Western Oregon University’s Land Acknowledgement Western Oregon University in Monmouth, OR is located within the traditional homelands of the Luckiamute Band of Kalapuya. Following the Willamette Valley Treaty of 1855 (Kalapuya etc. Treaty), Kalapuya people were forcibly removed to reservations in Western Oregon. Today, living descendants of these people are a part of the Confederated Tribes of Grand Ronde Community of Oregon and the Confederated Tribes of the Siletz Indians.

Western Oregon University is seeking proposals to select a contractor to provide management, equipment, goods and supplies necessary to manage and operate a professional bookstore that will provide the highest caliber of services to the WOU community. The contractor will be entitled to occupy the current bookstore location in the Werner University Center on the Monmouth campus, pursuant to a revocable license provided by WOU.

Project Term The term for the contract awarded pursuant to this Request for Proposal (RFP) shall be for a period effective from the date of contract execution and extending until completion of the project as detailed herein. Western Oregon University, at its sole discretion, may choose to amend any ensuing contract for additional work. The service for this project is anticipated to commence July 01, 2025 or an earlier negotiated date with proposer that does not impact service delivery to students, faculty, staff and other customers.

PART II - MINIMUM SPECIFICATIONS

Statement of Need:

WOU is seeking sealed, electronic proposals from experienced firms in order to establish a contract through competitive negotiation for providing Bookstore Management Services for students, faculty and staff of Western Oregon University.

The current Bookstore is in the Werner University Center. The second-floor bookstore space has roughly 6,668 square feet. The main floor, including some employee work stations, is 6,281 square feet, offices with doors are 298 square feet, as well as an employee storage area that is 89 square feet. The space, itself, is mostly sheet carpeted, with a main walkway that is finished linoleum. There is a bank of floor-to-ceiling windows visible to Monmouth Avenue. The first-floor bookstore warehouse is 2,603 square feet. This is the receiving area for the bookstore directly off the Werner University Center loading dock. There is a work station area for employees that is carpeted, with the rest of the floor being concrete. Blueprints or CAD drawings of all space allocated to the bookstore are available upon request.

Presently, the bookstore utilizes:

· 2 TCx 800 registers

· 3 4818-T10 registers (which will need to be updated next year, as they cannot support Windows 11)

· 2 Verifone MX915 terminals (which will no longer be available to use after 2025 as Verifone is discontinuing their entire line)

· 3 Ingenico Lane 7000 CL terminals

· Student and Third-party billing (manual process).

A. Program Objectives The University is seeking a qualified contractor to furnish management, equipment, goods and supplies necessary to manage and operate a professional bookstore that will provide the highest caliber of services to the University community. The University’s overall goal in soliciting a Contractor to provide bookstore management services is to enhance and improve upon the level of financial effectiveness, services and satisfaction currently being provided on campus. It is essential that the bookstore be managed with maximum sensitivity to the needs and concerns of our students, faculty and staff. Products, prices, and services must promote confidence that the University community is obtaining the best possible combination of quality, customer service, and price.

B. Scope of Work

1. During the term of the Contract between the University and the Contractor, the Contractor will operate the University Bookstore, in accordance with the requirements, terms, specifications, conditions, and provisions hereinafter contained.

2. Contractor will provide the University with the services usually expected of a top-quality University bookstore.

C. Term The Contract is anticipated to commence on July 1, 2025 (or an earlier negotiated date) and continue for a period of five (5) years, ending June 30, 2030. If it is deemed to be of mutual benefit to both parties, the University and the Contractor can mutually agree to renew the Contract beyond the original five-year period. The University is willing to negotiate this term and invites Proposers to include specific information about the term of the contract in their Proposals.

D. Requirements of a Proposal In order to be considered responsive to the University’s RFP, the Contractor must include and or acknowledge, all of the following in their proposal.

1. RFP Cover Sheet Return of the RFP cover sheet, signed and filled out as required.

2. Addenda A written addendum may be issued prior to the bid/proposal opening which may modify, supplement or interpret any portion of this Request. No other information—oral or written-- from other sources are authorized as representing the University.

3. Equal Opportunity Statement The University believes in equal opportunity practices which conform to both the spirit and the letter of all laws against discrimination and is committed to non-discrimination because of race, creed, color, sex, age, national origin, or religion. To be considered for inclusion as a supplier under this agreement, the bidder must include a statement of the Contractor’s commitment to Equal Opportunity Employment.

4. Exceptions Summary of any specifications, requirements, terms, conditions, and provisions in the University’s RFP to which the Contractor will not conform, if the exceptions are submitted by the required time and date on the face of this RFP.

5. Authorization Signature of authorized officer of the Contractor, with names of each person signing typed or printed below the signature.

6. Client List A list of stores where the Contractor is currently operating a college or university bookstore similar in size and scope to Western Oregon University. For each location on a college or university campus, indicate the length of time the Contractor has held the contract for the operation of the bookstore, and provide the name, address, and telephone number of a college or university official with the authority over the bookstore operation who can be contacted concerning the operation of the bookstore while under the management of the Contractor.

7. Financial Statement Audited or Reviewed Financial Statements of the Contractor’s last three years.

8. Internal Systems A description of internal systems of the Contractor for:

· Inventory controls for textbooks, trade books, and general merchandise.

· Recording, checking, and reporting sales.

· Control of cash and refunds.

· Internal audit.

9. Used Textbooks A description of the Contractor’s access to wholesale used books.

10. Management Structure An organizational chart showing the management structure of the Contractor with a description of the qualifications and credentials and the location of both upper-level management and regional management support staff.

11. Corporate Support Description of corporate support services and programs that will be included by the Contractor.

12. Personnel Policies and Training Description of Contractor’s personnel policies and educational or training programs (including DEI training) for managers, supervisors, and employees.

13. Customer Service Methods the Contractor will utilize to ensure customer satisfaction with the bookstore services provided.

14. Financial Aid Prospective Contractors must include an option for student financial aid in Proposal.

15. Policies / Programs / Procedures Indicate the policies / programs / procedures proposed for use in the operation of the bookstore in the areas listed below:

a. Buy-back of books

b. Refunds

c. Faculty/staff discounts

d. Special orders (e.g., caps/gowns, rings, commencement invitations)

e. Maintenance of all required course books in stock

f. Methods for securing titles, publishers, and quantities from University faculty

g. New categories of merchandise, if any, to be added for sale

h. Pricing

i. General book selections (include printed, digital, and open educational resources)

j. Inventory purchase terms

16. Other Other such information as the Contractor deems pertinent for consideration by the University.

WOU invites qualified vendors to propose solutions that will aid us in our procurement of Bookstore Management Services. WOU requires proposals from companies with a minimum of five (5) years of direct experience providing college or university bookstore management services. In addition to providing a response to the general and specific requirements in this solicitation, respondents should provide a detailed description of their specific solution, and all associated costs for services required to implement, maintain, update, and upgrade the solution as specifically outlined later in this RFP successfully. Vendors must also demonstrate a proven track record of Bookstore Management Services success for clients in a four-year college or university environment.

WOU’s Stakeholders for the Bookstore Management Services Contract:

The key stakeholders to the Bookstore Management Services Contract include but are not limited to: students (and the recognized student government), faculty (and Faculty Senate), staff (and Staff Senate), Student Affairs, and Marketing and Communications (who oversees the University’s licensing contracts for trademarks).

WOU holds the partnerships of the above-referenced stakeholders to be of greatest importance. Therefore, it is WOU’s expectation that any resulting Bookstore Management Services proposal and contract emphasize the collaboration and cooperation necessary among these, and other, stakeholders.

PART III—WESTERN OREGON UNIVERSITY INSTRUCTIONS TO PROPOSERS

This and other RFPs may be viewed at https://oregonbuys.gov/bso All proposals are subject to the provisions and requirements of the applicable Oregon Revised Statutes and the policies and procedures of Western Oregon University.

Right to Reject: WOU reserves the right, for good and just cause, to reject any or all proposals received as a result of this RFP, or upon a finding that it is in the public interest to do so.

Feasibility Study: WOU will conduct a feasibility study in accordance with Article 13 of the SEIU Collective Bargaining Agreement (CBA) prior to making a final decision relative to the awarding of a contract.

Questions and Request for Clarification/Change: All clarifications or requests for changes regarding technical information, procedural or contractual requirements or other issues related to this RFP must be submitted, electronically, in writing, no later than the date and time listed in the Schedule of Events to the name and email address listed below in “Submittal Location.” All requests for change must be received in writing electronically. No information obtained in any conversation with WOU personnel will serve to change the requirements and/or scope of the RFP.

Proposers must note that WOU may choose not to consider exceptions to the specifications or Contract terms and conditions that are not raised during the pre-closing protest period. If you have an exception or concern with anything in this RFP, including any of the Contract terms and conditions, it is important to raise that issue, electronically, in writing, by the deadline for Requests for Change, listed in the RFP Schedule of Events listed in this RFP. By doing so, you afford yourself the maximum opportunity to discuss and potentially change the language.

The purpose of the pre-closing protest period is to permit WOU to correct, prior to the opening of proposals, technical or contractual requirements that may be unlawful, improvident, or which unjustifiably may restrict competition. This will allow WOU to make needed corrections through the issuance of an addendum, prior to the opening of proposals. This will help eliminate the waste of time which is inherent in protests and in the possible rejection of all proposals. In order to have their complaints considered, Proposers must submit them within the time established in the RFP.

WOU will consider all changes and, if appropriate, amend the RFP.

Electronic communications containing requests for change, protest of the specifications or Contract provisions will state, in the Subject Line, the following information:

“Request for Solicitation Specification” (or “Request for Contract Provisions”); “Request for Change” (or “Protest”); and include the Solicitation Document RFP Number (2025-0004-DOS-TF).

Submittal Location: Requests submitted to anyone other than the person listed below will not be considered. WOU will not be held responsible for any requests to change the content of a response to an RFP that is not submitted by the due date and time. Requests for change must be submitted electronically via email. Submit requests for change or clarification to:

Camarie Moreno, Budget Director, Western Oregon University via email to morenoc@wou.edu Change or Modification/Addenda: Any change or modification to the specifications or the procurement process will be in the form of an addendum to the RFP and will be made available to Proposers via email or posting to https://oregonbuys.gov/bso. Only documents issued as addenda by the RFP Administrator will serve to change the RFP in any way. No other directions received by the Proposer, written or oral, serve to change the RFP document. If you have received an RFP, you should consult with the RFP Administrator or refer to https://oregonbuys.gov/bso to assure that you have not missed any addenda announcements. Proposers are not required to return addenda with their proposal; however, Proposers are responsible to make themselves aware of, obtain and incorporate any changes made in any addenda issued, and to incorporate any changes made by an addendum into their final proposal. Failure to do so may, in effect, make the Proposer’s proposal non-responsive, which would cause the Proposer’s proposal to be rejected.

WOU wants to provide each Proposer an opportunity to independently collect, review and verify data and information provided by or on behalf of WOU. WOU assumes no responsibility or liability of the adequacy, accuracy or completeness of any information provided in the RFP or otherwise, by WOU, its agents, employees, or representatives. The Proposer agrees to waive any claim or defense to any claim relating to the adequacy or sufficiency of any information provided prior to the execution of the Bookstore Management Services contract.

It is critical that WOU receives high-quality, creative and comprehensive responses in order to make the best-informed decision. Toward that end, through written questions, site visits, and this RFP process, all Proposers are encouraged to ask questions and seek whatever information is necessary to accomplish this goal.

Proposal Preparation and Submission: Responses to the requirements for this RFP will be of sufficient length and detail to demonstrate that the Proposers understands the WOU environment and the needs of the campus as it relates to a Bookstore Management Services Contract.

In a joint effort to save costs, reduce waste, and produce energy savings, Proposers must submit an electronic, PDF copy of the proposal response.

Prior to submission, Proposers must reach out to the Contract Administrator for a Google Folder link to upload the Proposers proposal. The proposal must be submitted as a PDF response and should bear an original signature.

No hardcopy, oral, telegraphic, telephonic, or facsimile proposals will be accepted.

Pages should be numbered consecutively and a set of tabs inserted to identify each section of the proposal, such as: "A.1 Cover Letter", "A.2 Contractual Acceptance", etc. Alternatively, proposals should include a Table of Contents identifying page numbers corresponding with the beginning of important segments.

Proposals must be received in an electronic fashion capable of identifying the time of receipt by the RFP Administrator at the location listed within the Submittal Location section above prior to scheduled RFP closing date(s) listed in the Schedule of Events. It is the Proposer's responsibility to submit proposals in a timely manner. Proposals will be considered submitted when they are received. WOU will not be held responsible for late RFP delivery due to the courier's inability to deliver the proposal in a timely manner. Under no circumstances will late proposals and/or modifications be considered regardless of obstacles to delivery.

Information Submitted: The Proposer is cautioned that it is the Proposer's sole responsibility to submit information related to the evaluation categories, and that WOU is under no obligation to solicit such information if it is not included within the Proposer's proposal. Failure by the Proposer to submit such information may cause an adverse impact on the evaluation of the Proposer's proposal.

Proposers must complete all applicable information and provide all information requested in the RFP. Failure to comply may be grounds for proposal rejection.

Proposer should also name its Contract Administrator, the individual's name, title and phone number, who is assigned the responsibility of answering questions and resolving problems related to the proposal.

In addition, Proposers must be aware that with the exception of trade secrets, all information submitted by them in response to this RFP is subject to open review by the public under the Oregon Public Records Law.

If a proposal contains any information that is considered a "trade secret" under ORS 192.501(2), the Proposer must mark each sheet of such information with the following legend for those pages, and those pages alone:

This data constitutes a trade secret under ORS 192.501(2), and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS Chapter 192.

The Oregon Public Records law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies "unless the public interest requires disclosure in the particular instance." ORS 192.501(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a proposal may depend upon official or judicial determinations made pursuant to the Public Records Law.

The above restriction may not include cost or price information, which must be open to public inspection. An entire proposal marked as proprietary ("trade secret") is unacceptable. The Proposer will be requested to mark only specific pages or text and return the proposal prior to closing.

Delinquent Oregon Taxes: Proposers must certify, under penalty of perjury, that they are not in violation of any Oregon tax laws. No contract for the purchase of goods and/or services will be awarded to a Proposer who cannot so certify.

RFP Preparation Costs. WOU is not liable for any costs incurred in the preparation and presentation of proposals.

Alternate Proposals. Proposers may submit more than one proposal. All proposals must comply with the requirements of the RFP except that additional proposals may incorporate, by reference, repetitive information which is provided in the complete proposal.

Proposal Opening Procedure. All proposals received in response to this RFP will be opened at the scheduled time and date. Proposers who attend the opening will be informed only of the names of Proposers submitting proposals. No other information will be available.

Evaluation of Proposals. Proposals will be evaluated by a committee consisting of at least three (3) representatives of the University and possibly others as deemed necessary by WOU.

The evaluation will determine if the proposal meets the Bookstore Management Services specifications relative to the needs of WOU. The following process will be used:

Proposals will be evaluated for completeness and compliance with the requirements of this RFP. Those proposals that are incomplete will be rejected. WOU reserves the right to waive what are, in WOU's sole opinion, minor informalities.

Proposals considered complete will be evaluated to determine if they comply with the administrative, contractual and technical requirements of the RFP. If the proposal is unclear, Proposers may be asked to provide written clarification. Those proposals that do not meet all mandatory requirements will be rejected.

Proposals that meet all requirements will be evaluated by an Evaluation Committee on their value to WOU in meeting its needs and assigned points within specific categories to a maximum of 100 total points awarded. Each category will be weighted to reflect their relative value to WOU. The weightings are given in this RFP. At the option of WOU, Proposers may be asked to provide written clarification and/or to provide a presentation to clarify their proposal to aid the Evaluation Committee in awarding desirable points to the proposal.

The findings of the Evaluation Committee will be summarized and a summary created and provided to the RFP Administrator.

If necessary due to receiving proposals from more than seven (7) Proposers, these findings may be used to establish a subset of "finalists" which will be established by removing from consideration all but two (2) of the proposals based on aggregate score. The remaining proposals may be invited to enter into negotiations with the University to discuss details and finalized requirements/offerings. This step in the evaluation process is not a requirement of the Evaluation Committee.

WOU reserves the right to conduct negotiations with multiple Proposers/finalists at the same time as well as to terminate negotiations with any of the finalists when WOU deems further negotiations to be not in the interest of WOU.

WOU reserves the right not to enter into negotiations with Proposers/finalists but to simply select the Contract with the highest aggregate score as the best proposal for WOU.

If negotiations between WOU and multiple finalists takes place, the Contract Administrator will review the results of the negotiations and select for contract award the Proposer with the overall best final proposal for WOU.

If there is a tie in aggregate score between highest aggregate scoring proposals, the University reserves the right to and may request that the tied Proposers provide their best offer. Such requests will come from the RFP Administrator, who will provide a submission date for the best offer. Best offers must be submitted in a timely fashion to be considered. Once the best offers are received, they will be scored again.

Prior Acceptance of Defective Proposals. Due to limited resources, WOU generally will not completely review or analyze proposals which on their face fail to comply with the requirements of the RFP or which clearly are not the best proposals, nor will WOU generally investigate the references or qualifications of those who submit such proposals if they are not to be fully considered due to a deficiency. Therefore, neither the return of a proposal, nor acknowledgment that the selection is complete operates as a representation by WOU that an unsuccessful proposal was complete, sufficient, or lawful in any respect.

Investigation of References. WOU reserves the right to investigate the references and the past performance of any Proposer with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of contractors, subcontractors, and workers. WOU may postpone the award or execution of the Contract after the announcement of the apparent successful Proposer in order to complete its investigation. WOU reserves the right to reject any proposal or to reject all proposals at any time prior to WOU's execution of a Contract if it is determined to be in the best interest of WOU to do so.

WOU reserves the right to consider past performance, historical information and facts, whether gained from the Proposer's proposal, question and answer conference, references, WOU or any other source in the evaluation process.

Negotiations. WOU may enter into negotiations with one or more Proposers concurrently. The resulting Bookstore Management Services Contract(s) will be based on the submitted proposal and the negotiations concerning the proposal. Should negotiations between WOU and any Proposer reach an impasse, WOU reserves the right at its sole discretion to break off the negotiations.

Post-Selection Review. After completion of negotiations, WOU will name an apparent successful Proposer. Identification of the "apparent successful Proposer" is procedural only and creates no right in the named Proposer to award of the Contract. Competing Proposers will be notified in writing of the identity of the apparent successful Proposer and will be given five (5) calendar days to review the RFP file and evaluation report. Any questions or concerns about, or protests of, the evaluation process must be in writing and must be delivered to the RFP Administrator within five (5) calendar days after the date of the letter identifying the apparent successful Proposer.

Within a reasonable time following the end of this five (5) day protest period, WOU will consider all protests received, if any, and:

1. Reject all protests and proceed with final evaluation of the apparent successful Proposer and, pending the satisfactory outcome of this final evaluation, enter into a Contract with the named Proposer; or

2. Sustain a meritorious protest(s) and reject the apparent successful Proposer as non-responsive, if such Proposer is unable to demonstrate that its proposal complied with all material requirements of the solicitation; thereafter, WOU may name a new apparent successful Proposer; or

3. Reject all proposals and cancel the procurement.

ATTACHMENT A - GENERAL TERMS AND CONDITIONS OF CONTRACT DEFINITIONS

DEFINITIONS (apply to the entire RFP, not just Part IV):

"Campus" means the area inside WOU's campus plan boundaries in Monmouth, Oregon as it now exists or may be amended from time to time during the term of this Contract. It does not include extension sites, experiment stations, or other campuses.

"Contract" means the entire written agreement between the parties, including but not limited to the Request for Proposal ("RFP") and its specifications, terms and conditions; solicitation addenda and contract amendments, if any; and the resulting Bookstore Management Services Contract.

"Contractor" means a person or organization with whom WOU has contracted for the provision of services and receipt of rights pursuant to this Contract.

"ORS" means the Oregon Revised Statutes.

"Proposer" means any respondent to this RFP. The successful Proposer becomes the Contractor. Statements referring to using "Proposer" generally indicate requirements which must be included with the Proposal. Statements referring to "Contractor" generally indicate requirements that will become Contractual obligations.

"Proposal" means Proposer's response to the RFP.

"RFP" means Western Oregon University Request for Proposal numbered 2025-0004-DOS-TF for Bookstore Management Services.

"Stakeholder" or "Stakeholder Organization" means any individual or combination of, including, but not limited to the following: faculty (and Faculty Senate), staff (and Staff Senate), students (and the recognized student government), Student Affairs, and Strategic Marketing and Communications (who oversees the University’s licensing contracts for trademarks).

"Bookstore Management Services Contract" means the contract or contracts which will result from this RFP and all of its facets.

STANDARD CONTRACTUAL TERMS AND CONDITIONS:

1. ACCESS TO RECORDS. Contractor shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to properly reflect all costs of whatever nature claimed to have been incurred and anticipated to be incurred in the performance of this contract. The Oregon Department of Higher Education, Oregon Secretary of State, Federal Government, and their duly authorized representatives shall have access to the books, documents, papers, and records of Contractor which are directly pertinent to this contract for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by Contractor for a minimum of three (3) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

2. AVAILABILITY OF FUNDS. University certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract within its current biennial appropriation or expenditure limitation, provided, however, that continuation of the contract, or any extension, after the end of the fiscal period in which it is written, is contingent upon a new appropriation or limitation for each succeeding fiscal period sufficient in amount, in the exercise of the University's reasonable administrative discretion, to continue to make payments under this Contract.

3. CAPTIONS. The captions or headings in this contract are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of this contract.

4. COMPLIANCE WITH APPLICABLE LAW. Contractor shall comply with all federal, state, county, and local laws, ordinances, and regulations applicable to the work to be done under this contract. Contractor specifically agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations. Contractor also shall comply with the Americans with Disabilities Act of 1990 (Pub L No. 101-336), Title VI of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. Contractor further agrees to make payments promptly when due, to all persons supplying to such Contractor, labor or materials for the prosecution of the work provided in this contract; pay all contributions or amounts due the Industrial Accident Fund from such contractor incurred in the performance of this contract; not permit any lien or claim to be filed or prosecuted against the state on account of any labor or material furnished; pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. If the Contractor fails or refuses to make any such payments required herein, the appropriate University official may pay such claim. Any payment of a claim in the manner authorized in this section shall not relieve the Contractor or Contractor's surety from obligation with respect to any unpaid claims. Contractor shall promptly pay any person or entity that furnishes medical care to Contractor's employees those sums which Contractor agreed to pay for such services and all money Contractor collected or deducted from employee's wages to provide such services.

5. DISCLOSURE OF SOCIAL SECURITY NUMBER OR FEDERAL TAX ID NUMBER. Contractor must provide Contractor's Social Security number or Federal Tax ID number. This number is requested pursuant to ORS 305.385 and OAR 150-305.100. Social Security numbers provided pursuant to this authority will be used for the administration of state, federal and local tax laws.

6. EXECUTION AND COUNTERPARTS. This contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.

7. GOVERNING LAW. This contract shall be governed and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, or suit between University and Contractor that arises out of or relates to performance of this contract shall be brought and conducted solely and exclusively within the Circuit Court for Polk County, for the State of Oregon. Provided, however, that if any such claim, action, or suit may be brought only in a federal forum, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

8. HAZARD COMMUNICATION. Contractor shall notify the University prior to using products containing hazardous chemicals to which University employees may be exposed. Products containing hazardous chemicals are those products defined by Oregon Administrative Rules, Chapter 437. Upon University's request, the Contractor shall immediately provide Material Safety Data Sheets, as required by OAR 437-155-025, for the products subject to this provision.

9. INDEMNITY, RESPONSIBILITY FOR DAMAGES. Contractor shall be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from, the conduct of work under this contract, or from any act, omission, or neglect of Contractor, its subcontractors, or employees. Contractor shall save, defend, indemnify, and hold harmless the Western Oregon University and its officers, agents, employees, and members from all claims, suits, and actions of any nature resulting from or arising out of the activities or omissions of Contractor or its subcontractors, officers, agents, or employees acting under this contract.

10. INDEPENDENT CONTRACTOR STATUS. The service(s) to be rendered under this contract are those of an independent contractor. Although the University 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, University cannot 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 Work. Contractor is not to be considered an agent or employee of University for any purpose, and neither Contractor nor any of Contractor's agents or employees are entitled to any of the benefits that University provides for its employees. Contractor will be solely and entirely responsible for its acts and for the acts of its agents or employees during the performance of this contract.

If Contractor is providing personal services as an individual, Contractor:

a. Is engaged as an independent contractor and will be responsible for any Federal or State taxes applicable to this payment;

a. Will not be eligible for any Federal Social Security, State Workers' Compensation, unemployment insurance, or Public Employees Retirement System benefits from this contract payment;

a. Is not an officer, employee, or agent of the State as these terms are used in ORS 30.265 and will not be under the direction and control of University;

a. Is not currently employed by the Federal Government and the amount charged does not exceed the normal charge for the type of service provided if payment is to be charged against Federal funds; and

a. Must furnish Form 8233 in duplicate with this contract if Contractor is a non-resident alien and claims exemption from Federal Withholding tax.

i. The University will report the total amount of all payments to the Contractor, including any expenses, in accordance with Federal Internal Revenue Service and State of Oregon Department of Revenue regulations.

2. INSURANCE. Contractor shall provide insurance as indicated on Exhibit B, attached hereto and by this reference made a part hereof. Insurance policies, which cannot be excess to a self-insurance program, are to be issued by an insurance company authorized to do business in the State of Oregon. The Western Oregon University and its officers and employees shall be included as an additional insured in said insurance policy. If any of the liability insurance is arranged on a "claims made" basis, "tail" coverage will be required at the completion of this contract for a duration of 24 months.

3. LIMITATION OF LIABILITIES. EXCEPT FOR LIABILITY ARISING UNDER OR RELATED TO SECTIONS 15(a) or 23(b), NEITHER PARTY SHALL BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER THIS CONTRACT OR (ii) ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS CONTRACT IN ACCORDANCE WITH ITS TERMS.

4. NOTICES. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or University at the address or number set forth on the signature page of this Contract, or to such other addresses or numbers as either party may hereafter indicate. Any communication or notice so addressed and mailed shall be deemed to be given five (5) days after mailing. Any communication or notice delivered by facsimile shall be deemed to be given when receipt of the transmission is generated by the transmitting machine. To be effective against the University, such facsimile transmission must be confirmed by telephone notice to University's supervising representative. Any communication or notice by personal delivery shall be deemed to be given when actually delivered.

5. OWNERSHIP OF WORK PRODUCT. All work product of Contractor that results from this Contract (the "Work Product") is the exclusive property of the University. University and Contractor intend that such Work Product be deemed "work made for hire" of which University shall be deemed the author. If for any reason the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to University all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as University may reasonably request in order to fully vest such rights in University. Contractor forever waives any and all rights relating to the 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.

6. REPRESENTATIONS AND WARRANTIES.

a. Contractor's Representations and Warranties. Contractor represents and warrants to University that:

i. Contractor has the power and authority to enter into and perform this Contract,

i. This Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms,

i. The Work under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards, and

i. Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work.

a. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided.

2. SURVIVAL. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in the Section titled "Effective Date and Duration," and Sections 1, 7, 9, 12, 14, 15, 16, 21, and 22.

3. SEVERABILITY. 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.

4. SUBCONTRACTS AND ASSIGNMENTS. 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 obtaining prior written approval from the University. In addition to any provisions the University may require, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound by this section and Sections 1, 9, 14 and 27 as if the subcontractor were the Contractor. University's consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

5. SUCCESSORS IN INTEREST. 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.

6. TAX COMPLIANCE CERTIFICATION. Contractor hereby affirms, under penalty of perjury, as provided in ORS 305.385(6), that to the best of Contractor's knowledge Contractor is not in violation of any of the tax laws described in ORS 305.380(4).

7. TERMINATIONS.

a. This contract may be terminated at any time by mutual consent of the parties, or by either party upon thirty (30) days' notice to the other party.

a. In addition, the University may terminate this contract effective upon delivery of notice to Contractor, or at such later date as may be established by the University, if

i. Federal or state laws, regulations or guidelines are modified, changed, or interpreted in such a way that either the Work under this Contract is prohibited or University is prohibited from paying for such Work from the planned funding source; or

i. Any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this contract is for any reason denied, revoked, or not renewed.

a. This contract may also be terminated by University for default (including breach of contract) if:

i. Contractor fails to provide services or materials called for by this contract within the time specified herein or any extension thereof; or

i. Contractor fails to perform any of the other provisions of this contract, or so fails to pursue the work as to endanger performance of this contract in accordance with its terms, and after receipt of notice from University, fails to correct such failures within ten business days.

2. TERMINATION DUE TO NON APPROPRIATION OF FUNDS. If sufficient funds are not provided in future legislatively approved budgets of University (or from applicable Federal, state, or other sources) to permit University in the exercise of its reasonable administrative discretion to continue this contract, or if University or program for which this contract was executed is abolished, the University may terminate this contract without further liability by giving Contractor not less than thirty (30) days’ notice. In determining the availability of funds from the Oregon Legislature for this contract, University may use the budget adopted for it by the Joint Ways and Means Committee of the Oregon Legislative Assembly.

3. REMEDIES.

a. In the event of termination pursuant to Sections 21(a) and (b)(i) and 22, Contractor's sole remedy shall be a claim for the sum designated for accomplishing the Work multiplied by the percentage of Work completed and accepted by the University, less previous amounts paid and any claim(s) which the University has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor shall pay any excess to University upon demand.

a. In the event of termination pursuant to Sections 21(b)(ii) or (c), University shall have any remedy available to it in law or equity. If it is determined for any reason that the Contractor was not in default under these subsections, the rights and obligations of the parties shall be the same as if the Contract was terminated pursuant to Section 21(a).

a. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract, unless University expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to University all documents, information, works-in-progress and other property that are or would be deliverables had the Contract been completed. Upon University's request, Contractor shall surrender to anyone University designates, all documents, research or objects or other tangible things needed to complete the Work.

2. NO THIRD-PARTY BENEFICIARIES. University 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.

3. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence under this Contract.

4. 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.

5. FORCE MAJEURE. Neither University 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, University's or Contractor's reasonable control.