JCLD_FMP_RFP FINAL 052523.pdf

Request for Proposals to

Provide

Facilities Master Planning

Submit proposals to:

Kelda Vath

Assistant Director, Support

Services

Jackson County Library Services

205 S. Central Ave.

Medford, OR 97501

541-734-3973

Date of Issuance: May 25, 2023

Proposals Due: August 4, 2023

I. GENERAL PROJECT DESCRIPTION

A. Introduction

Jackson County Library District, a library district organized under Oregon Revised

Statutes Chapters 198 and 357, operating as Jackson County Library Services (the

“Library”) will consider proposals to provide facility master planning services from qualified firms to prepare an assessment of its facilities and a comprehensive Master Plan to guide facilities planning and improvements for the next 10 years. The plan will address priorities identified in the strategic plan for welcoming, flexible spaces that provide opportunities for the community to discover, learn and share.

1. Library Background

The first Jackson County library system was created in 1919 and has been through many changes over the years. In 2000, voters approved a bond measure to build and/or renovate the existing 15 branch libraries.

The Library has nearly 600,000 visits a year, with a growing digital collection that includes e-books, audiobooks, films, databases, periodicals and much more. In addition to reading and viewing materials, the Library offers public access computers and printing, storytimes for all ages and levels, and a wide variety of educational, enrichment, recreational and entertainment programs for children, teens and adults.

The Library is heavily invested in technology, offering free WiFi in and around the branches, plus WiFi hotspots and Kindles that patrons can check out, and a team of

Digital Services Specialists who assist community members. The Library’s digital resources are available 24/7 from a website or a mobile app.

The Library has a relationship and an IGA with Jackson County to maintain the 15 branch facilities and provide project management for large capital projects.

2. Jurisdiction and Funding

The Library is an independent unit of local government dedicated to library operations in

Jackson County. The Library is governed by an independent, unpaid Board of Directors elected by the local community.

Of the 15 branch libraries, eight are owned by the Library outright, two are owned by their municipalities and the buildings and grounds are leased by the Library, and the remaining five are a combination Library-owned buildings on leased land. All facilities have been renovated or built between 2001 and 2008. Please see Table 1 below for details.

Table 1

B. Objective of this Request for Proposals

1. Project Description

Through this Request for Proposals (“RFP”), the Library seeks competitive proposals for a consultant to develop a Library Facilities Master Plan (the “Plan”), to quantify existing space deficiencies and assets, and to identify how best to address deficiencies and plan for future growth systemwide. The Plan will identify the total number of square feet required for the library system to serve Jackson County residents and visitors through the year 2035. It will serve as a roadmap and defensible guide to the Library’s capital program as it seeks to provide high quality 21st Century library services that meet the growing and evolving needs of Jackson County residents.

The Plan should enable the Library to respond appropriately and effectively to changes in community demographics, technology and telecommunications developments, emerging service expectations, aging facilities, and other future needs. Once complete, the Plan will be a significant asset to the Library’s ongoing planning efforts, and it will serve as a roadmap to guide to the ideal sequence for branch improvements.

Selection of one or more proposals will be made pursuant to the process described below. Upon selection of one or more proposals, the Library will finalize the terms of the contract with each selected proposer, which contract will apply to the services provided to the Library.

The Library also requests that proposals include provisions for written updates to the

Plan for three consecutive years after completion, that is, at 3 years, 6 years and 9 years.

2. Scope of Work and Statement of Requirements

The services required to complete the preparation of a Facilities Master Plan consist of the following:

• Develop a process for community involvement to engage a broad range of stakeholders in assessing facilities and developing the Facilities Master Plan through focus groups, surveys, and interviews.

• Complete an assessment of all Library facilities and identify deficiencies in existing buildings and sites, including service areas, utility systems and infrastructure, telecommunications, and health and safety conditions.

• Identify potential improvements to current level of energy and resources conservation and overall sustainability.

• Identify potential for additional sustainability improvements in the existing buildings, remodeled facilities, and new facilities.

• Develop, in conjunction with staff and other key stakeholders, design principles that will help guide decisions and inspire unified values across the diverse service areas.

• Create a facilities design guide to promote the efficient, consistent, and cost- effective design and construction of all new and modernized buildings.

• Incorporate the Library’s Strategic Plan, current and projected demographic data for Jackson County, as well as state and national standards, peer comparisons, and the latest library trends, innovations, and best practices about effective and sustainable public library service, design, and operations.

• Assess and make recommendations as to the appropriate size and location of current branches and identify whether any new facilities or service points are needed and in what areas they should be located.

• Assess and make recommendations for library staff spaces used for administrative and operational functions, including storage capacity based on anticipated future needs.

• Provide a prioritized roadmap for future library building projects.

• Define, in coordination with staff, implementation steps necessary to fulfill the needs identified in 3-year increments, including a 10-year outcome.

• Prepare a draft written Plan and coordinate with Library stakeholders for review and direction.

• Preparation of final written Plan, and presentation to the Library Board no later than June 30, 2024.

• Possible updating of the Plan at 3 years, 6 years, and 9 years.

C. Schedule

The following Schedule applies to this RFP but is subject to change. Except as provided below, changes will be made only by written amendment to this RFP.

DATE EVENT

May 25, 2023 Release of Request for Proposals

June 30, 2023 Proposers’ written questions due by 5:00 p.m. PDT

July 10, 2023 Library’s written responses to questions due by 5:00 p.m. PDT

August 4, 2023 Proposals due by 5:00 p.m. PDT

August 7-11, 2023 Proposals evaluated by Library’s Evaluation Committee

August 14-18, 2023 Interviews conducted

August 28, 2023 Notice of Intent to Award issued

September 20, 2023 Contract presented to District Board for approval

D. Pre-Bid Conference

There will be no pre-bid conference in connection with this RFP.

E. Questions

Proposers may submit written questions regarding this RFP via email, which the Library will respond to in writing via email, based on the dates set forth in the Schedule (above).

The Library’s written email responses will be provided to all proposers who have submitted their email contact information to the Library.

Questions regarding this RFP should be sent via e-mail directly to the Library’s contact person:

Kelda Vath, Assistant Director of Support Services E-Mail: kvath@jcls.org

All questions and responses must be in writing; no verbal communications between a proposer and Library staff regarding the substance of a pending RFP are permitted, and any verbal representations provided by Library staff are not binding on the Library.

If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in this RFP, the proposer shall immediately notify the Library’s contact person of such perceived error. Modifications to this RFP may be made by addenda, which then become part of this RFP.

II. SUBMISSION OF PROPOSALS

A. Proposal Format

The intent of this RFP is to encourage prospective contractors to submit proposals which clearly communicate their understanding of the Library’s project requirements and the services it seeks. Proposals submitted in response to this RFP must follow the format outlined below.

1. Written Proposals

Proposals must be made in writing and signed by the proposer or its authorized representative.

2. Submission Copies and Due Date

Proposers must submit both print and electronic versions of their proposal: six (6) paper copies of their proposal, in a sealed envelope marked “PROPOSAL FOR FACILITIES

MASTER PLAN PROJECT” to:

Kelda Vath, Assistant Director, Support Services

Jackson County Library Services

205 S. Central Avenue

Proposers must also submit an electronic version of their proposal (eg. emailed to kvath@jcls.org or submitted as a PDF on a flash drive included in the physical package).

Proposals must be received by 5:00 p.m. PDT on August 4, 2023.

Proposals received after this time or at any other location will not be accepted.

3. Proposal Contents

For ease of review and to facilitate evaluation, the written proposals for this project should be organized and presented in the following order.

a. Section I - Organizational Information:

In this section, please provide background information regarding you or your organization, including:

i. Your full name (individual, partnership, corporation, etc.), mailing and e-mail addresses, fax and primary telephone numbers;

ii. The name, mailing and e-mail addresses, telephone and fax mailto:kvath@jcls.org numbers of the representative(s) authorized to execute contracts for the proposer;

iii. The name, mailing and e-mail addresses, telephone and fax numbers for the designated primary contact for day-to-day communications;

iv. If applicable, an organizational chart of the office that would provide services for the project;

v. Your business history, the number and types of professional staff you employ or otherwise engage, and the years of experience in fields related to the project; and

vi. Any other information regarding your organization that you believe would be relevant to the project.

b. Section II – Qualifications and Experience:

Please explain your and your staff’s qualifications and experience in this section, including:

i. Your qualifications and experience in the subject areas that are applicable to the project. Be specific in describing the depth of both your and your staff’s knowledge and experience;

ii. The type of services you are particularly qualified to perform;

vi. The names and qualifications of all key personnel who may be part of the team for this project, and their respective roles on the project;

iii. Resumes of the principal(s) and other key personnel who would provide or substantially assist in providing the requested services;

iv. A reference list of at least three (3) current clients, three (3) former clients, and all public sector clients for which you have provided services in the last five (5) years, including the clients’ contact names and telephone numbers;

v. A brief representative listing of similar projects completed in the past three (3) years and your responsibilities for those projects, as well as the responsibilities of other key personnel who would be part of the team on this project;

vi. Provide access to samples of two (2) or more facilities master plans prepared in the last five (5) years, and related client contact information;

vii. Disclose any loss of professional licenses for you or any of your key personnel or sub-contractors, and related details;

viii. Disclose any lawsuit or any other type of proceeding (such as an arbitration) resulting from any job undertaken by you or your sub-contractors which is still pending or has occurred on projects within the last five (5) years, and related details; and

xv. Any other information which might aid the Evaluation Committee in ascertaining your qualifications and experience.

c. Section III - Project Approach and Work Schedule:

In this section, please explain your understanding of the RFP’s requirements and objectives regarding the project, and how you will satisfy them, including the following:

i. Provide an outline of the work plan for accomplishing the specified goals;

ii. Describe your ability to complete the requested services in a timely manner;

iii. Describe information, documents, staff assistance, facilities or other resources you would require from the Library to complete your work, and identify any other critical assumptions upon which your work plan is based;

iv. Describe any challenges that you believe may be encountered and areas of concern that may need to be addressed;

v. In the event of any consulting team turnover, describe the replacement process; and

vi. Provide a statement regarding any conflict or potential conflict you or any of your key staff may have regarding provision of the proposed services to the Library. The statement should include actual conflicts and also any working relationships which may be perceived as a conflict. If no potential conflicts of interest are identified, please provide such an affirmation in your proposal.

d. Section IV - Cost of Service:

In this section, please disclose all charges to be assessed to the Library for the required services. All proposals must identify the following:

i. Hourly rates for each person who may provide services for the project (including whether hourly rates apply to travel time), lump sum project costs, and/or other types of project costs;

ii. Costs for any materials or products, and expenses that consultant will request to be reimbursed;

iii. Hourly rate charges for additional services not included within the scope of routine services outlined in this RFP (such additional services would be undertaken only at the written request and consent of the Library); and

iv. Describe any special services and/or benefits offered at no additional cost to the Library.

The services and project costs must be broken out, and all expenses that would be charged to the Library must be identified, including but not limited to hourly rates for labor, software costs, software maintenance costs, implementation fees, shipping, insurance, communications, documentation reproduction, and all expenses, including travel, meal reimbursement, hotel per diems, taxes, etc.

Failure to clearly identify all charges, costs and expenses associated with your proposal may be cause for its rejection.

e. Section V – Identification of Sub-Contractors:

Identify all sub-contractors you intend to use for the proposed scope of work for the project. For each subcontractor listed, please indicate: (1) what products and/or services are to be supplied by that subcontractor; (2) what percentage of the overall scope of work that subcontractor will perform; and (3) qualifications of each subcontractor to perform the identified scope of work.

f. Section VI – Contract Terms:

Include a statement in the proposal acknowledging your willingness to accept all terms and provisions contained in the Sample Services Contract (see

Attachment A) or identify specific exceptions to the Sample Services

Contract. Any proposer taking exception to any provision in the Sample

Services Contract must also provide alternative language for those provisions.

Please note that any exceptions or changes requested to the provisions of the

Sample Services Contract may constitute sufficient grounds to reject the proposal.

Failure to object to the provisions in the Sample Services Contract in the proposal will be construed as acceptance of all terms and conditions contained therein.

g. Section VII – Additional Information:

Include any additional information you believe is pertinent to consideration of your proposal.

B. Proposal Duration and Contract Timing Requirements

All proposals will remain in effect and shall be legally binding for at least one hundred and twenty

(120) days after the proposal submission due date.

Unless otherwise authorized by the Library, the selected contractor will be required to execute a contract with the Library for the services requested within fifteen (15) days of the Library’s issuance of the notice of intent to award. If agreement on contract terms and conditions acceptable to the Library cannot be achieved within that timeframe, or if it appears that an agreement will not be possible after reasonable negotiations have been conducted (as determined at the sole discretion of the Library), then the Library reserves the right to retract the notice of intent to award and proceed with awards to other consultants, or to withdraw this RFP.

C. Withdrawal and Submission of Modified Proposals

A proposer may withdraw a proposal at any time prior to the submission deadline by submitting a written notification of withdrawal signed by the proposer or its authorized agent. Another proposal may be submitted prior to the deadline. A proposal may not be changed after the designated deadline for submission of proposals.

D. Confidentiality of Information Contained in Proposals

Upon submission, all proposals shall be treated as confidential documents until the selection and negotiation process has been completed. Once the Library has issued its notice of intent to award and the contract negotiations have been completed, all submitted proposals shall be deemed public records and become subject to public disclosure.

Notwithstanding any requirements to make proposals open to public inspection, the Library may withhold information exempt or conditionally exempt from disclosure under Oregon Public Records law on the following conditions:

1) If the proposer reasonably believes there are any grounds for exempting information for disclosure under such law, they shall mark the information accordingly;

2) Many exemptions are conditioned upon official or judicial determinations. It shall be the proposer’s obligation to establish that the information is exempt from disclosure;

3) The proposer shall defend, indemnify, and hold the Library harmless from any claim or administrative appeal, including costs, expenses and any attorney’s fees, related to a request to disclose information which proposer has labeled as confidential.

The Library will not keep confidential information about cost, price, and delivery, which may be open to public inspection. Generally, any resulting contract is a public record. The Library shall be entitled to use information which the proposer has labeled as confidential, in whole or in part, for proposal evaluation and may make copies for this purpose. Any restrictions related to the information marked confidential do not apply, if the Library has the right to or has obtained the information from another source.

E. Disqualification or Rejection of Proposal

The Library may, at its sole discretion, disqualify or reject a proposal if it fails to furnish all information requested in this RFP, fails to follow the format requested in this RFP, or contains false, incomplete, misleading or unresponsive statements.

III. SELECTION PROCESS

A. Evaluation Committee to Review Proposals

The Library shall form an Evaluation Committee to review the content of all proposals submitted in response to this RFP. The Evaluation Committee may be comprised of Library employees or officers, Board members, or persons outside of the Library. The Evaluation Committee shall review and evaluate all eligible proposals based on the terms of this RFP and shall make a recommendation for selection of a contractor to the District Board. The District Board is ultimately responsible for approving any contract to be awarded under this RFP, in its sole discretion.

Those Library employees who have a relationship with a person or business entity submitting a proposal shall not participate in the review or selection process. Any person or business entity submitting a proposal who has such a relationship with a Library employee or board member who may be involved in the selection process shall advise the Library of the name of the relation in the proposal.

The Evaluation Committee may reject any or all proposals, or portions thereof, if it determines that it is in the Library’s best interests to do so.

B. Evaluation Criteria

Proposals will be evaluated using the following criteria.

In addition, the Evaluation Committee will consider the proposers willingness to accept the Library contract terms in the Sample Services Contract (Attachment A), as well as the business location(s) of the proposer. Furthermore, the Evaluation Committee may also assess any other factors that they deem relevant. (When such additional criteria are used for evaluation purposes, the basis for scoring will be clearly documented and will become part of the public record.)

C. Defects in Proposals

An error in a proposal may cause the Evaluation Committee to reject that proposal; however, the

Evaluation Committee may, in its sole discretion, retain the proposal and make certain corrections if the proposer’s intent is clearly established based on review of the complete proposal submitted. The Evaluation Committee may also correct obvious clerical errors.

D. Additional or Supplemental Information

The Evaluation Committee may, during the evaluation process, request any proposer to provide additional information which the Evaluation Committee deems necessary to evaluate the proposer’s ability to perform the required services. Such information shall be required to be provided in writing, and shall become part of the proposal on record.

E. Interviews

After initial screening, the Evaluation Committee may select those proposers deemed most qualified for this project for further evaluation. Interviews of those selected proposers may be conducted as part of the final selection process. Interviews may or may not have their own separate scoring during the evaluation process.

F. Selection of Proposals

The Library reserves the right to select the proposal(s) which in its sole judgment best meets its needs, and to award a contract to one or multiple qualified submittals. The lowest proposed cost is not the sole criterion for recommending contract award.

The Library also makes no guarantee of any or equal amounts of work for the project which is the subject of this RFP. Further, the Library is not responsible for any costs incurred in the preparation or submission of a proposal or any work performed prior to the execution of a contract.

G. Ownership of Documents

Any material submitted by proposer shall become the property of the Library. Materials submitted after a contract is signed will be subject to the ownership provision of the executed contract.

H. Confidentiality of Information

All information and data furnished to the proposer by the Library and all other documents to which the proposer’s employees have access during the preparation and submittal of the proposal shall be treated as confidential to the Library. Any oral or written disclosure to unauthorized individuals is prohibited.

IV. CONTRACT AWARD

A. Notice of Intent to Award Contract

Upon selecting a proposal, the Library will enter into contract negotiations with the chosen contractor. If such negotiations are unsuccessful, the Library will proceed to negotiate with the proposer who scored next highest in rank.

Upon successful completion of contract negotiations, all proposers who have submitted proposals in response to this RFP will be provided with notice as to the successful contractor(s) through a notice of intent to award contract.

B. Contract Award

The Evaluation Committee will make a recommendation on awarding a contract to the District Board.

No contract will be in effect until approved by the District Board.

This RFP does not commit the Library to award a contract. The Library has absolute discretion in awarding a contract and reserves the right to waive informalities and irregularities in this RFP and/or the proposals received. The Library reserves the right to accept or reject any or all proposals or to modify or cancel this RFP in part or its entirety.

C. Protest Process

Any proposer who has submitted a proposal to the Library and who is adversely affected by the

Library’s awarding of the contract to another proposer has 14 days after issuance of the Notice of Intent to award the contract, to submit a written protest of award to the Library. Such right to protest shall conform to the requirements of OAR 137-049-0450(4), including specifying the grounds upon which the protest is based.

An adversely affected proposer must exhaust all avenues of administrative review and relief before seeking judicial review of the Library’s contract selection.

Attachments: Attachment A: Sample Services Contract

JACKSON COUNTY LIBRARY DISTRICT

CONTRACT FOR PERSONAL SERVICES – CONSULTING SERVICES

This contract is between JACKSON COUNTY LIBRARY DISTRICT, a library district organized under

Chapters 198 and 357, hereinafter called “District”, and ____________, hereinafter called “Contractor”.

The parties agree as follows:

CONTRACTOR’S INFORMATION

NAME:

ADDRESS:

CITIZENSHIP:

Non-resident alien: Yes No

Federal Tax ID Number:

Oregon Business License #:

DESCRIPTION OF CONTRACTOR’S SERVICES AND DELIVERY SCHEDULE

Exhibit A – Scope of Work

COMPENSATION

Payment for all work performed under this contract shall be made as set forth below from available and authorized District funds, at the following rates: ________ per hour for consulting services.

Payment for all work performed under this contract SHALL NOT EXCEED THE MAXIMUM SUM of

$___00.00.

a. Interim payments shall be made to Contractor following District’s review and approval of billings submitted by Contractor. Contractor will also submit copies of other billings for work performed under the contract when such bills are to be paid by other parties. These other billings are not subject to the maximum compensation amount of this contract.

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

If the maximum compensation amount is increased by amendment of this contract, the amendment must be fully effective before Contractor performs work subject to the amendment.

Contractor shall notify District’s Director or her designee in writing 30 calendar days before this contract expires of the upcoming expiration of the contract. No payment will be made for any services performed before the beginning date or after the expiration date of this contract. This

This information herein will be reported to the Internal Revenue Services (IRS) under the name and taxpayer ID number submitted. (See IRS 1099 for additional instructions regarding taxpayer ID numbers.) Information not matching IRS records could subject Contractor to 31% backup withholding.

contract will not be amended after the expiration date.

c. Contractor shall submit monthly billings for work performed. Billing statements will include fees and costs from the first of the month to the end of the month. The billings shall describe all work performed with particularity, by whom and on the date it was performed, the number of hours spent performing such work, and shall itemize and explain all expenses for which reimbursement is claimed. Billings shall be sent to: Jackson County Library District, Attention: Accounts Payable, 205 S. Central Ave., Medford, OR 97501.

d. Payment and any protest shall be made within 30 days of receipt of the billing statement.

EFFECTIVE DATE AND DURATION

This Contract shall become effective on April 19, 2021 and approved as required by applicable law.

Unless earlier terminated or extended, this contract shall expire on June 30, 2021, or when Contractor's completed performance has been accepted by District, whichever event occurs first. However, such expiration shall not extinguish or prejudice District's right to enforce this contract with respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in Contractor's performance that has not been cured. This Contract may be extended, if agreed upon by both parties in writing.

CONTRACT DOCUMENTS

This contract between the parties consists of this Contract for Services and Scope of Work (Exhibit A) which contain all the terms and conditions of the contract.

AMENDMENTS

The terms of this contract shall not be waived, altered, modified, supplemented or amended, in any manner whatsoever, except by written instrument signed by the parties.

INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND WITHHOLDING;

RETIREMENT SYSTEM STATUS

a. Contractor shall perform the work required by this contract as an independent contractor.

Although the District reserves the right (i) to determine (and modify) the delivery schedule for the work to be performed and (ii) to evaluate the quality of the completed performance, the

District cannot and will not control the means or manner of the Contractor’s performance. The

Contractor is responsible for determining the appropriate means and manner of performing the work.

b. Contractor represents and warrants that Contractor (i) is not an employee of Jackson County

Library District (ii) is not currently employed by the Federal Government, and (iii) meets the specific independent contractor standards of ORS 670.600, as certified below in paragraph 24.

c. Contractor shall be responsible for all federal or state taxes applicable to any compensation or payments paid to Contractor under this contract and, unless Contractor is subject to backup withholding, District will not withhold from such compensation or payments any amounts(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any federal

Social Security, unemployment insurance, or workers’ compensation benefits from compensation or payments paid to Contractor under this contract, except as a self-employed individual.

SUBCONTRACTS AND ASSIGNMENT

Contractor shall not enter into any subcontracts for any of the Work required by this Contract or assign or transfer any of its interest in this Contract without District’s prior written consent. Any proposed use of a subcontractor which is located outside the United States or use of subcontract labor or facilities located outside the United States must be called to the specific attention of District. District’s consent to any subcontract shall not relieve Contractor of any of its duties or obligations under this Contract.

SUCCESSORS AND ASSIGNS

Neither party shall subcontract, assign or transfer its interest in this Contract without the express written consent of the other party, and such consent shall not be unreasonably withheld. In addition to any other provisions, Contractor shall include in any permitted subcontract under this Contract a requirement that the subcontractor be bound to the same provisions herein as if the subcontractor were the Contractor.

The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. Consent of District given to a subcontractor does not relieve the Contractor of any obligations and responsibilities under this Contract, including Contractor’s responsibility for any goods and services to be provided by any subcontractor.

NO THIRD-PARTY BENEFICIARIES

District and Contractor are the only parties to this contract and are the only parties entitled to enforce its terms. Nothing in this contract gives, is intended to give, or shall be construed to give or provide, any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this contract.

FUNDS AVAILABLE AND AUTHORIZED

District has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the District’s fiscal year budget. Contractor understands and agrees that District’s payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on District appropriations, or other expenditure authority sufficient to allow

District, in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event the District has insufficient appropriations, limitations or other expenditure authority, District may terminate this contract without penalty or liability to the District, effective upon the delivery of written notice to Contractor, with no further liability to Contractor.

TERMINATION

a. Mutual Consent or No-Cause. This contract may be terminated at any time by mutual consent of both parties or upon 30 days’ written notice by either party.

b. For Cause. District may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as may be established by District, under any of the following conditions:

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

ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or

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

c. For Default or Breach.

i. Either District or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice.

ii. The rights and remedies of District provided in this subsection c are not exclusive and are in addition to any other rights and remedies provided by law or under this contract.

d. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a or b above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by District in the notice of termination. Further, upon termination and District’s request, Contractor shall deliver to District all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. District shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract.

RECORDS MAINTENANCE; ACCESS; OWNERSHIP OF WORK PRODUCT; LICENSE

a. Records Maintenance; Access. Contractor shall maintain all fiscal records relating to this contract in accordance with generally accepted accounting principles, and federal circulars (as applicable). In addition, Contractor shall maintain any other records pertinent to this contract in such a manner as to clearly document Contractor’s performance hereunder. Contractor acknowledges and agrees that District and its duly authorized representatives shall have access to such fiscal records and to all other books, documents, electronic files, papers, plans and writings of Contractor that are pertinent to this contract for the purpose of performing examinations and audits, and making excerpts and transcripts. Contractor further acknowledges records generated as a result of this Contract may be subject to disclosure pursuant to the Oregon Public Records Act.

b. Ownership of Work Product; License. All work products of the Contractor that result from this contract (“the work products”) are the exclusive property of the District. In addition, if any of the work products contain intellectual property of the Contractor that is or could be protected by federal copyright, patent, or trademark laws, or state trade secret laws, Contractor hereby grants District a perpetual, royalty-free, fully paid-up, nonexclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use and re-use, in whole or in part, and to authorize others to do so, all such work products, including but not limited to any information, designs, plans or works provided or delivered to the District or produced by the

Contractor under this contract.

COMPLIANCE WITH APPLICABLE LAW

Contractor shall comply with all federal, state and local laws and ordinances as applicable to the work under this contract. Failure to comply with such requirements shall constitute a breach of Contract and shall be grounds for Contract termination. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following as applicable: (i) Title VI and VII of Civil Rights Act of

1964, as amended; (ii) Section 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) The

Health Insurance Portability and Accountability Act of 1996; (iv) The Americans with Disabilities Act of 1990, as amended; (v) ORS Chapter 659A; as amended (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.

GOVERNING LAW; JURISDICTION; VENUE

This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction’s conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, “the claim”) between the District (and/or any other entity or department of the

State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon.

If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson

County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by

District of any form of defense or immunity, based on the Eleventh Amendment to the United States

Constitution, or otherwise, from any claim or from the jurisdiction.

INDEMNITY

Contractor hereby agrees to indemnify, defend, and hold harmless District, its officers, agents, and employees, from and against any and all liability, including but no limited to claims, damages, demands, expenses, fees, fines, penalties, suits, proceedings, actions, an costs of actions including but not limited to, attorneys’ fees for trial and on appeal, and for the preparation of same arising out of the

Contractor’s, its officers’, agents’, and employees’ acts or omissions while performing services or actions associated with this contract. Provided, however, that Contractor shall not be required to indemnify District against liability for damages arising out of death or bodily injury to persons or damage to property caused solely by the negligence of District.

INSURANCE

Contractor shall at its own expense provide the following insurance:

Contractor shall at its own expense provide the following insurance:

a. Worker’s Compensation insurance in compliance with ORS 656.017.

b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than

$1,000,000 for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract.

c. General Liability insurance including Products & Completed Operations coverage with a combined single limit, or the equivalent, of not less than $1,000,000/$3,000,000 Aggregate for

Bodily Injury and Property Damage.

d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than

$1,000,000 for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable.

Notice of cancellation or change. There shall be no cancellation, reduction of limits, or intent not to renew the insurance coverage(s) without 30 days’ written notice from the Contractor or its insurer(s) to the District.

FORCE MAJEURE

Neither District nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of

God, or war where such cause was beyond, respectively, District’s or Contractor’s reasonable control.

Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this contract.

SEVERABILITY

The parties agree that if any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid.

WAIVER

The failure of District to enforce any provision of this contract shall not constitute a waiver by District of that or any other provision.

EXECUTION AND COUNTERPARTS

This contract may be exercised in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.

NOTICE

Notices required by this contract must be given in writing by personal delivery or mail, at the following addresses, unless some other means or method of notice is required by law.

Jackson County Library District __________________

205 S Central Ave

Each party will notify the other of any change of address.

MERGER CLAUSE

THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT

BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF

TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND

SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF

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

CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,

HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS

IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

CERTIFICATIONS/REPRESENTATIONS:

Contractor, under penalty of perjury, certifies that (a) the number shown on this form is its correct taxpayer ID and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to District that (a) it has the power and authority to enter into and perform the work, (b) the

Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the contract documents, and has checked four or more of the following criteria:

(1) I carry out the labor or services at a location separate from my residence or in a specific portion of my residence, set aside as the location of the business.

(2) Commercial advertising or business cards or a trade association membership are purchased for the business.

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

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

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

(6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided.

Contractor (Date)

IN WITNESS WHEREOF, THE PARTIES OR THEIR DULY AUTHORIZED

REPRESENTATIVES HAVE SIGNED THIS CONTRACT:

Contractor (Date)

By:

Its:

Jackson County Library District (Date)

By:

Its:

Approved as to legal sufficiency