RFA FINAL.pdf

C25102-00003002 CS1053 – Administration of Youth Grants for Competitive Soccer Page 1 of 27

MARION COUNTY EXTENSION AND

4-H SERVICE DISTRICT

REQUEST FOR APPLICATIONS CS1053-22

OREGON BUYS #: C25102-00003002

Administration of Youth Grants for Competitive Soccer

Release Date: May 11, 2022

RFA Due Date: 4:00 p.m. (PST) on May 31, 2022

Refer Questions to:

Krista Ulm Phone number: (503) 373-4447 kulm@co.marion.or.us

Submit RFA’s to:

PO_Contracts@co.marion.or.us

Electronic copies of this RFA and attachments, if any, can be obtained from the Oregon Buys website https://oregonbuys.gov and search either of the numbers listed above within Bid Solicitations.

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Table of Contents

REQUEST FOR APPLICATIONS [CS1053-22]

1. INTRODUCTION

2. BACKGROUND

3. CONTRACT TERM

4. SCHEDULE OF EVENTS

5. SCOPE OF WORK

6. PRE-APPLICATION CONFERENCE

7. INSTRUCTIONS TO APPLICANTS

8. CONTRACT FORM

9. EVALUATION

10. AWARD NOTICE AND ACCEPTANCE PERIOD

11. PROTEST AND APPEALS

12. TERMS AND CONDITIONS

13. ATTACHMENTS AND EXHIBITS

14. APPLICATION SUBMISSION CHECKLIST FOR APPLICANTS

Attachment 1 - Proposal Form

Attachment 2 - Trade Secret Form

Attachment 3 - Reference Form

Exhibit 1 - District Contract for Services

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1. INTRODUCTION

Marion County Extension and 4-H Service District (District) is currently seeking organizations who can provide scholarships to youth wanting to participate in competitive soccer. The District is seeking applications from organizations, hereafter called “applicant(s),” with demonstrated experience in bilingual competitive soccer programming, and proposes to engage the successful Applicant for the following services:

The District’s plan is to provide scholarship funding to sports organizations with a competitive soccer program. The first year, up to $50,000 is available to award in multiple contracts with organizations who can provide a sliding fee scale to youth wishing participating in competitive soccer programming. Future funding availability is determined by budget allocations each fiscal year.

All organizations submitting applications are referred to as Applicants in this document; after negotiations, the awarded Applicant(s) will be designated as Contractor.

The District reserves the right to enter into contracts with multiple organizations based on the ability to meet the District’s requirements and needs. Funds shall be proportionally distributed throughout Marion County to organizations meeting the criteria in this RFA.

2. BACKGROUND

The Marion County Extension and 4-H Service District boundary incorporates all of Marion County, which is located in the heart of the Mid-Willamette Valley; Marion County’s population is 347,818 and stretches from the Willamette River to the Cascade Mountains. The Marion County Extension and 4-H Service District is headed by the elected Board of Commissioners of Marion County.

The Marion County Extension and 4-H Service District provides support for extension services to county residents in cooperation with Oregon State University. Extension services are primarily focused on (1) healthy communities and economies, (2) resilient and productive forests and natural ecosystems, (3) sustainable agriculture, food systems, and gardening, and (4) thriving youth, individuals and families.

For the past few years, the District has made financial investments toward accessibility to competitive soccer programs for interested Marion County youth. It is the desire of the District to issue youth scholarships to reduce financial barriers by assisting low-income families through subsidizing costs associated with competitive soccer programs throughout Marion County.

3. CONTRACT TERM

The Contract is anticipated to start in July 2022 and the Contract term shall be for one year. The parties may agree to add additional funding and extend the term of the Contract up to a maximum of 5 years.

4. SCHEDULE OF EVENTS

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EVENT DATE

Questions and Clarifications due to the contact on the cover page of the RFA no later than 5:00 p.m.

May 17, 2022

Answers to questions posted on OREGONBUYS website May 18, 2022

RFA Protests Period Ends May 24, 2022

Applications are due no later than 4:00 p.m. at the email address listed on the cover page of this RFA.

Late submittals will not be accepted.

May 31, 2022

OREGONBUYS Posting of Applications Received June 6, 2022

OREGONBUYS Notice of Intent to Award (approximate) June 6, 2022

Notice of Intent to Award Protest Ends 7 days from Notice of Intent to Award

Contract Execution (approximate) July 1, 2022

The District reserves the right, at its sole discretion, to adjust this schedule as it deems necessary.

5. SCOPE OF WORK

Applicants responding to this RFA must be capable of performing the following tasks and services:

Minimum Qualifications:

Register and maintain membership with Oregon Youth Soccer Association (OYSA) as a competitive soccer program.

Utilize bilingual coaches and can translate online and printed materials.

Secure and maintain appropriate insurance coverage.

Demonstrate prior experience in the successful management and operation of a competitive youth soccer program.

Demonstrate financial stability to complete performance of the scope of work.

Establish participation fees that vary based on household income or family size, such as a sliding scale fee structure, meets free and reduced lunch eligibility, or something similar.

Successful proposals are eligible for up to $250 per participating youth from the Marion County Extension and 4H Service District as long as the organization does not charge more than a total of $750 enrollment. For example, if registration fees for your program are $1,000, and a $250 scholarship from the District is awarded, the remaining balance to the youth enrolling in the program shall not exceed $500.

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Have the infrastructure in place and equipment necessary to operate a spring and fall competitive soccer program.

Reporting Requirements:

Number and total amount of scholarships issued.

Fees charged for competitive soccer program participation.

Aggregate scholarship totals for each recipient by city and age. Only youth living in Marion County cities are eligible.

6. PRE-APPLICATION CONFERENCE

There will be no pre-application conference for this RFA.

7. INSTRUCTIONS TO APPLICANTS

Applications are due at the District no later than the time and date set forth in the Section 4:

Schedule of Events. Applications will be considered time-stamped and received by the District when they are received in the email inbox listed on the cover page. Email subject line shall be clearly marked with the RFA number C25102-00003002-CS1053-22 Administration of Youth Grants for Competitive Soccer.

Applicants must include their name and address and contact information in the body of the email.

It is the Applicant’s responsibility to ensure that applications are received by the District prior to the stated submission deadline and email address. Pursuant to the District’s Contracting Rules 20-0460, The District shall not consider late offers, withdrawals or modifications, except as permitted in sections 20-0470 or 20-0261.

The Application must include information responsive to items (a) through (f) set forth below.

The Application may not exceed a total of 10 single-sided, 8.5” x 11” numbered pages.

Applications shall be Microsoft 2003 compatible or searchable Adobe format and shall not be more than 50MB. The cover letter, resumes, and other required documents are excluded from the total page count. Resumes must be included in an appendix to the application. Applicants must complete and submit Attachment 1: Applicant Form.

Applicants must include the following as part of their application:

a. Cover Letter. The Application must be submitted with a cover letter describing the applicant’s interest and commitment to the proposed project. The letter must include the name, title, address, and telephone number of the individual to whom correspondence and other contacts should be directed during the selection process. The person authorized by the applicant to negotiate a contract with the District must sign the cover letter.

b. Qualifications and Experience. Does your organization currently offer competitive youth soccer programs? Do you offer scholarships or a sliding fee scale or something similar?

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c. Work Plan. Describe how you will perform each task listed in Section 5 Scope of Work.

Include a narrative for completing the requested services. Describe how many competitive games are played per season. How many youth in your program currently receive reduced fees due to scholarships or because they qualify for the free and reduced lunch program (FRLP). The District will not require written proof of free and reduced lunch program participation, only an attestation by the youth.

d. Cost Proposal. Submit your own Cost Proposal form that includes the total fee your organization charges for competitive soccer registration, the administrative cost required to administer the Program (if any) and how much will go toward youth scholarships. Also list any other resources, including in-kind, that will support the proposed project. How many youth in your program currently receive reduced registration fees because they qualify for the free and reduced lunch program.

e. References. Provide at least three (3) references (names, email addresses and current phone numbers) from recent projects similar in scope. Include a brief description of each project associated with the reference. Applicant must submit references using Attachment 3:

Reference Form.

f. Additional Relevant Information. The Applicant may submit additional relevant information that may be helpful in the selection process (not to exceed the equivalent of two

(2) single-sided pages).

8. CONTRACT FORM

By submitting an application, Applicant agrees to comply with the requirements of the RFA, including the terms and conditions of the Sample Contract for Services (Exhibit 1). Applicant shall review the attached Contract for Services and note exceptions. Unless applicant notes exceptions in its application, the District intends to enter into a Contract for Services with the successful applicant substantially in the form set forth in Contract for Services (Exhibit 1). It may be possible to negotiate some provisions of the final Contract for Services; however, many provisions cannot be changed. Applicant is cautioned that the District believes modifications to the standard provisions constitute increased risk and increased cost to the District. Therefore, the District will consider the scope of requested exceptions in the evaluation of applications.

Any application that is conditioned upon the District’s acceptance of any other terms and conditions may be rejected. Any subsequent negotiated changes are subject to prior approval of the District’s Legal Counsel.

In the event that the parties do not reach mutually agreeable terms, the District may terminate negotiations and commence negotiations with the next highest-ranking applicant.

9. EVALUATION

a. Minimum Responsiveness. In order to be responsive, each application will be reviewed for minimum responsiveness. Failure to meet minimum responsiveness may result in rejection of the application. Each application must comply with Section 7: Instructions to Applicants and include the following to be considered minimally responsive:

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[ ] Cover Letter [ ] Qualifications and Experience [ ] Work Plan [ ] Cost Proposal [ ] References [ ] Cost Proposal [ ] Attachment 3: Reference Form

b. Evaluation Committee. A District Evaluation Committee (DEC) will evaluate all responsive applications. The DEC will be composed of District staff and other parties that may have relevant expertise or experience. The DEC will score and recommend applications in accordance with the evaluation criteria set forth in this RFA. Evaluation of the applications shall be within the sole judgment and discretion of the DEC.

c. Categories. The evaluation criteria and their respective weights are as follows:

CATEGORIES MAXIMUM POINTS POSSIBLE

Qualifications and Experience 40

Work Plan: Scope of Work/Program Description 35

Cost Proposal 25

Total Points Possible 100

Interview/Presentation (optional) 20

Grand Total 120

d. Interviews. Applicants may need to attend an interview. The project manager and any key team members should attend the interview. The determination as to the need for interviews, evaluation criteria, the location, order and schedule of the interviews is at the sole discretion of the District. The interview panel may include representatives from the District and other agencies, but the specific composition of the panel will not be revealed prior to the interviews. The applicant must bear all presentation costs incurred to attend.

e. Best Value. The District will select the applications that presents the best value and is most advantageous to the District and the public. Accordingly, the District may not necessarily award the applicant with the lowest price application if doing so would not be in the overall best interest of the District. The District reserves the right to expand or reduce the proposed scope of work during the contract negotiations based on budget constraints and to award to a single or multiple applicants.

10. AWARD NOTICE AND ACCEPTANCE PERIOD

a. After the evaluation of applications and final consideration of all available pertinent information, the District will either reject all applications or issue a written notice of intent to award the contract. The notice shall identify the apparent best evaluated applications and the notice shall be provided to all applicants submitting a timely application. The notice shall

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b. The apparent best evaluated applicant should be prepared to enter into a contract with the District which shall be substantially the same as the Contract for Services in Exhibit 1 to this RFA. Notwithstanding, the District reserves the right to add terms and conditions, deemed to be in the best interest of the District, during final contract negotiations.

c. If an applicant fails to promptly sign and return the contract drawn pursuant to this RFA and final contract negotiations, the District may cancel the award and award the contract to the next best evaluated applicant.

11. PROTEST AND APPEALS

An applicant may protest the award of a contract or the intent to award a contract, whichever comes first, if the conditions set forth in ORS 279B.410(1) are satisfied. The protest must be submitted via email to the Contracts and Procurement Manager at cschlag@co.marion.or.us within seven (7) days after issuance of the notice of intent to award the contract. Please mark the email subject line “Protest for C25102-00003002-CS1053-22 Administration of Youth Grants for Competitive Soccer”.

All letters of protest shall clearly identity the reasons and basis for the protest. The Contracts and Procurement Manager will issue a written disposition in a timely manner as set forth in ORS 279B.410(4), which shall include the reason for the action taken and the process for appealing the decision. An applicant must file a written protest with the District and exhaust all administrative remedies before seeking judicial review of the District’s contract award decision.

12. TERMS AND CONDITIONS

a. The Marion County Extension and 4-H Service District Public Contracting Rules govern this RFA.

b. RFA Amendment, Cancellation and Right of Rejection.

i. The District reserves the unilateral right to amend this RFA in writing at any time by posting the addendum on the OREGONBUYS website. The District may extend the deadline for submission of applications by written addendum. Applicants are responsible to view the website periodically for any addendum to the RFA. Applicants shall respond to the final written RFA, its exhibits and attachments, and all addenda. The District also reserves the right, in its sole discretion, to reject any and all applications or to cancel or reissue the RFA.

ii. The District reserves the right, in its sole discretion, to waive minor informalities in applications provided such action is in the best interest of the District. Where the District waives minor informalities in applications, such waiver does not modify the RFA requirements or excuse the applicant from full compliance with the RFA.

Notwithstanding any minor variance, the District may hold any application to strict compliance with the RFA.

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c. Confidentiality. The District will retain a master copy of each application response to this RFA, which becomes public record after the notice of intent to award unless the application or specific parts of the application can be shown to be exempt by law under ORS Chapter

192. If an applicant believes that any portion of its application contains any information that is a trade secret under ORS 192.311-431 or otherwise is exempt from disclosure under the Oregon Public Records Law, that applicant shall complete and submit the Attachment 2:

Trade Secret Form and a fully redacted version of its application.

Applicant is cautioned that cost information generally is not considered a trade secret under Oregon Public Records Law and identifying the application as confidential, in whole or in part, as exempt from disclosure is not acceptable. District advises each applicant to consult with its own legal counsel regarding disclosure issues. If Applicant fails to identify the portions of the application that applicant claims are exempt from disclosure, applicant has waived any future claim of non-disclosure of that information.

d. Applicant Responsible for Incurred Costs. The District shall not be liable for any expenses incurred by applicant in both preparing and submitting its application or contract negotiation process, if any.

e. Cooperative Purchasing. Pursuant to ORS 279A.205 thru 279A.215, other public agencies within the State of Oregon may use the purchase agreement resulting from this Request for Applications unless the Applicant expressly notes in their application that the prices quoted are available to the District only. The condition of such use by other agencies is that any such agency must make and pursue contact, purchase order, delivery arrangements, and all contractual remedies directly with the successful Applicant; the District accepts no responsibility for performance by either the successful Applicant or such other agency using this agreement. With such condition, the District consents to such use by any other public agency within the State of Oregon.

13. ATTACHMENTS AND EXHIBITS

Attachment 1: Proposal Form Attachment 2: Trade Secret Form Attachment 3: Reference Form Exhibit 1: District Contract for Services

14. APPLICATION SUBMISSION CHECKLIST FOR APPLICANTS

[ ] Cover Letter [ ] Qualifications and Experience [ ] Work Plan [ ] Cost Proposal [ ] Additional Relevant Information (optional) [ ] Attachment 1: Proposal Form [ ] Attachment 2: Trade Secret Form (optional) [ ] Attachment 3: Reference Form

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Attachment 1 - Proposal Form

OFFEROR NAME: _______________________________________________________________________________________

ADDRESS: _____________________________________________________________________________________________

TELEPHONE NUMBER: _________________ EMAIL: ______________________ WEB SITE: ____________________

TAXPAYER ID NUMBER: _______________ DATE/STATE OF INCORPORATION: _____________________________

BUSINESS DESIGNATION: Corporation Sole Proprietor Partnership S Corporation Non-Profit Government Other: __________________________________________________

CERTIFICATION/LICENSE NUMBER: __________________________________________________

The undersigned further acknowledges, attests and certifies individually and on behalf of the Applicant that:

1. That this application is, in all respects, fair and without fraud; that it is made without collusion with any official of the District; and that the application is made without any collusion with any person making another application on this Contract.

2. Information and prices included in this application shall remain valid for ninety (90) days after the application due date or until a Contract is approved, whichever comes first.

3. The Applicant acknowledges receipt of all Addenda issued under the RFA.

4. The Applicant certifies that it does not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, handicap, financial ability, age or other non-job-related factors as per ORS 659 and USC 42 2000e.

5. The Applicant, acting through its authorized representative, has read and understands all RFA instructions, specifications, and terms and conditions contained within the RFA and all Addenda, if any;

6. The Applicant agrees to and shall comply with, all requirements, specifications and terms and conditions contained within the RFA, including all Addenda, if any;

7. The application submitted is in response to the specific language contained in the RFA, and Applicant has made no assumptions based upon either (a) verbal or written statements not contained in the RFA, or (b) any previously-issued RFA, if any.

8. The Applicant agrees that if awarded the Contract, Applicant shall be authorized to do business in the State of Oregon at the time of the award;

9. The signatory of this Proposal Form is a duly authorized representative of the Applicant, has been authorized by Applicant to make all representations, attestations, and certifications contained in this proposal document and all Addenda, if any, issued, and to execute this application document on behalf of Applicant.

10. By signature below, the undersigned Authorized Representative hereby certifies on behalf of Applicant that all contents of this Proposal Form and the submitted proposal are truthful, complete and accurate. Failure to provide information required by the RFA may ultimately result in rejection of the proposal.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS - The Offeror certifies to the best of its knowledge and belief that neither it nor any of its principals:

1. Are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from submitting bids or proposals by any federal, state or local entity, department or agency;

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2. Have within a five-year period preceding the date of this certification been convicted of fraud or any other criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are presently indicted for or otherwise criminally charged with commission of any of the offenses enumerated in item number 2 of this certification;

4. Have, within a five-year period preceding the date of this certification had a judgment entered against contractor or its principals arising out of the performance of a public or private contract;

5. Have pending in any state or federal court any litigation in which there is a claim against contractor or any of its principals arising out of the performance of a public or private contract; and

6. Have within a five-year period preceding the date of this certification had one or more public contracts (federal, state, or local) terminated for any reason related to contract performance.

Where Offeror is unable to certify to any of the statements in this certification, Offeror shall attach an explanation to their offer. The inability to certify to all of the statements may not necessarily preclude Offeror from award of a contract under this procurement.

IF THE APPLICATION IS MADE BY A JOINT VENTURE, IT SHALL BE EXECUTED BY EACH PARTICIPANT OF THE

JOINT VENTURE.

THIS OFFER SHALL BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE APPLICANT; ANY

ALTERATIONS OR ERASURES TO THE OFFER SHALL BE INITIALED IN INK BY THE UNDERSIGNED

AUTHORIZED REPRESENTATIVE.

SIGNATURE OF APPLICANT’S DULY AUTHORIZED REPRESENTATIVE FOR ALL SECTIONS:

Authorized Signature: __________________________________________________________

Print Name: __________________________________________________________________

Title: _______________________________________________________________________

Contact Person (Type or Print): ___________________________________________________

Telephone Number: (___) _____________________

Email: __________________________

The Offeror will notify the District representative on the cover page of this RFA within 30 days of any change in the information provided on this form.

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Attachment 2 - Trade Secret Form

1. I am an authorized representative of the Applicant, I have knowledge of the Request for Applications referenced herein, and I have full authority from the Applicant to submit this Trade Secret Form and accept the responsibilities stated herein.

2. I am aware that the Proposer has submitted an Application, dated on or about May 31, 2022 (the “Application”), to Marion County in response to Request for Applications C25102- 00003002-CS1053-22, for the administration of youth grants for competitive soccer services and I am familiar with the contents of the RFA and Application.

3. I have read and am familiar with the provisions of Oregon’s Public Records Law, Oregon Revised Statutes (“ORS”) 192.311 through 192.431, and the Uniform Trade Secrets Act as adopted by the State of Oregon, which is set forth in ORS 646.461 through ORS 646.475. I understand that the Application is a public record held by a public body and is subject to disclosure under the Oregon Public Records Law unless specifically exempt from disclosure under that law.

4. I have reviewed the information contained in the Application. The Proposer believes the information listed in Exhibit A is exempt from public disclosure (collectively, the “Exempt Information”), which is incorporated herein by this reference. It is my opinion that the Exempt Information constitutes “Trade Secrets” under either the Oregon Public Records Law or the Uniform Trade Secrets Act as adopted in Oregon because that information is either:

A. A formula, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information that:

i. is not patented,

ii. is known only to certain individuals within the Proposer’s organization and that is used in a business the Proposer conducts,

iii. has actual or potential commercial value, and

iv. gives its user an opportunity to obtain a business advantage over competitors who do not know or use it.

or

B. Information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that:

i. Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and

ii. Is the subject of efforts by the Proposer that are reasonable under the circumstances to maintain its secrecy.

5. I understand that disclosure of the information referenced in Exhibit A may depend on official or judicial determinations made in accordance with the Public Records Law.

Authorized Representative Signature

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Proposer identifies the following information as exempt from public disclosure:

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Attachment 3 - Reference Form

Applicant must provide references that can be contacted regarding the quality of workmanship and service provided to current and past customers.

Project Reference #1

Name of Project: ______________________________________________________________

Project Location: ______________________________________________________________

Project Date: _________________________________________________________________

Firm Name for Contact Person #1: ________________________________________________

Name of Contact Person #1: _____________________________________________________

Telephone Number for Contact Person #1: __________________________________________

Email Address for Contact Person #1: ______________________________________________

Project Reference #2

Name of Project: ______________________________________________________________

Project Location: ______________________________________________________________

Project Date: _________________________________________________________________

Firm Name for Contact Person #1: ________________________________________________

Name of Contact Person #1: _____________________________________________________

Telephone Number for Contact Person #1: __________________________________________

Email Address for Contact Person #1: ______________________________________________

Project Reference #3

Name of Project: ______________________________________________________________

Project Location: ______________________________________________________________

Project Date: _________________________________________________________________

Firm Name for Contact Person #1: ________________________________________________

Name of Contact Person #1: _____________________________________________________

Telephone Number for Contact Person #1: __________________________________________

Email Address for Contact Person #1: ______________________________________________

The references will be used to confirm the selection rather than as an evaluation criterion.

However, if several applicants are close in the final evaluation, references may be used to select the best evaluated applicant.

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Exhibit 1 - District Contract for Services

The Contract for Services (provided in the following pages) contains capitalized and bracketed items that shall be replaced with appropriate information in the final contract.

[District Contract for Services on Next Page]

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MARION COUNTY EXTENSION & 4-H SERVICE DISTRICT

CONTRACT FOR SERVICES

This contract is between Marion County Extension & 4-H Service District (a political subdivision of the State of Oregon) hereinafter called District, and [Insert Name], [a/an

Corporation, non-profit, etc.] hereinafter called Contractor.

Contractor agrees to perform, and District agrees to pay for, the services and deliverables described in Exhibit A (the “Work”).

1. TERM. This Contract is effective on the date it has been signed by all parties and all required District approvals have been obtained. This Contract expires on [OPTION 1: [insert date].] [OPTION 2: the later of [insert date], the date all warranties have expired or the date Contractor has completed all Services in accordance with the requirements of this Contract, as determined by District.] The parties may extend the term of this Contract provided that the total Contract term does not extend beyond [insert date or event],

2. CONSIDERATION.

A. The maximum, not-to-exceed compensation payable to Contractor under this Contract, which includes any allowable expenses, is $[Insert amount]. District will not pay Contractor any amount in excess of the not-to-exceed compensation of this Contract for completing the Work, and will not pay for Work performed before the date this Contract becomes effective or after the termination of this Contract. If the maximum compensation is increased by amendment of this Contract, the amendment must be fully effective before Contractor performs Work subject to the amendment.

A.

B. B. Interim payments to Contractor shall be made in accordance with the payment schedule and requirements in Exhibit A.

3. COMPLIANCE WITH STATUTES AND RULES.

A. District and the Contractor agree to comply with the provisions of this contract and all applicable federal, state, and local statutes and rules.

Unless otherwise specified, responsibility for all taxes, assessment, and any other charges imposed by law upon employers shall be the sole responsibility of the Contractor. Failure of the Contractor or the District to comply with the provisions of this contract and all applicable federal, state, and local statutes and rules shall be cause for termination of this contract as specified in sections concerning recovery of funds and termination.

District’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230 and 279B.235 (if applicable to this Contract), which are incorporated by reference herein.

B. Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. For the purposes of this Section, “tax laws” includes all the provisions described in subsection 27. C. (i) through (iv) of this Contract.

i. Any violation of subsection B of this section shall constitute a material breach of this Contract. Further, any violation of Contractor’s warranty, in subsection 27.3 of this Contract, that Contractor has complied with the tax laws of this state and the applicable tax laws of any political

CS1053 – Administration of Youth Grants for Competitive Soccer Page 17 of 27 subdivision of this state also shall constitute a material breach of this Contract. Any violation shall entitle the District to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to:

a. Termination of this Contract, in whole or in part;

b. Exercise of the right of setoff, and withholding of amounts otherwise due and owing to Contractor, in an amount equal to State’s setoff right, without penalty; and

c. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. The District shall be entitled to recover any and all damages suffered as the result of Contractor's breach of this Contract, including but not limited to direct, indirect, incidental and consequential damages, costs of cure, and costs incurred in securing [replacement Services/replacement Goods/ a replacement contractor].

C. These remedies are cumulative to the extent the remedies are not inconsistent, and the District may pursue any remedy or remedies singly, collectively, successively, or in any order whatsoever.

4. CIVIL RIGHTS, REHABILITATION ACT, AMERICANS WITH DISABILITIES ACT and TITLE VI OF THE CIVIL RIGHTS ACT. Contractor agrees to comply with the Civil Rights Act of 1964, and 1991, Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84 which states in part, No qualified person shall on the basis of disability, race, color, or national origin be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from federal financial assistance.

5. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence in the performance of this Contract.

6. FORCE MAJEURE. Neither District nor Contractor shall be responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate the cause of Contractor’s delay or breach and shall, upon the cessation of the cause, continue performing under this Contract. District may terminate this Contract upon written notice to Contractor after reasonably determining that the delay or breach will likely prevent successful performance of this Contract.

7. FUNDING MODIFICATION.

A. District may reduce or terminate this contract when state or federal funds are reduced or eliminated by providing written notice to the respective parties.

B. In the event the Board of Commissioners, acting in the capacity of the District, reduces, changes, eliminates, or otherwise modifies the funding for any of the services identified, the Contractor agrees to abide by any such decision including termination of service.

8. RECOVERY OF FUNDS.

Expenditures of the Contractor may be charged to this contract only if they (1) are in payment of services performed under this contract, (2) conform to applicable state and federal regulations and statutes, and (3) are in payment of an obligation incurred during the contract period.

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Any District funds spent for purposes not authorized by this contract and payments by the District in excess of authorized expenditures shall be deducted from future payments or refunded to the District no later than thirty (30) days after notice of unauthorized expenditure or notice of excess payment.

Contractor shall be responsible to repay for prior contract period excess payments and un-recovered advanced payments provided by the District. Repayment of prior period obligations shall be made to the District in a manner agreed on.

9. ACCESS TO RECORDS.

A. Contractor shall permit authorized representatives of the District, State of Oregon, or the applicable audit agencies of the U.S. Government to review the records of the Contractor as they relate to the contract services in order to satisfy audit or program evaluation purposes deemed necessary by the District and permitted by law.

B. Contractor agrees to establish and maintain financial records, which indicate the number of hours of work provided, and other appropriate records pertinent to this contract shall be retained for a minimum of three (3) years after the end of the contract period. If there are unresolved audit questions at the end of the three-year period, the records must be maintained until the questions are resolved.

10. REPORTING REQUIREMENTS. Contractor shall provide District with periodic reports at the frequency and with the information prescribed by District. Further, at any time, District has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by the Contractor shall be supported by documentation in Contractor’s possession from third parties to the extent as applicable.

11. CONFIDENTIALITY OF RECORDS.

A. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the District for any purpose not directly connected with the administration of District’s or the Contractor’s responsibilities under this Contract except upon written consent of the District, and if applicable, the employee, client, applicant or person.

B. Contractor shall ensure that its agents, employees, officers and subcontractors with access to District and Contractor records understand and comply with this confidential provision.

C. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with District, which shall become part of this Contract, if attached hereto.

D. Client records shall be kept confidential in accordance with ORS 179.505, OAR 309-11-020, 45 CFR 205.50 and 42 CFR Part 2 as applicable.

12. INDEMNIFICATION AND INSURANCE.

A. Contractor shall defend, save, indemnify, and hold harmless the District, its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorney fees, resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract. Contractor shall have control of the defense and settlement of any claim that is subject to this section. However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of either District or any department of District, nor purport to act as legal representative of either District or any of its departments, without first receiving from District Legal Counsel authority to act as legal counsel for the District, nor shall Contractor settle any claim on behalf of District without the approval of District Legal Counsel. District may, at its election and expense, assume its own defense and settlement.

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B. Contractor shall obtain the insurance required under section 23 prior to performing under this Contract and shall maintain the required insurance throughout the duration of this Contract and all warranty periods.

C. District, pursuant to applicable provisions of ORS 30.260 to 30.300, maintains a self-insurance program that provides property damage and personal injury coverage.

13. EARLY TERMINATION. This Contract may be terminated as follows:

A. District and Contractor, by mutual written agreement, may terminate this Contract at any time.

B. District in its sole discretion may terminate this Contract for any reason on 30 days written notice to Contractor.

C. 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, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

D. Notwithstanding section 13C, District may terminate this Contract immediately by written notice to Contractor upon denial, suspension, revocation or non-renewal of any license, permit or certificate that Contractor must hold to provide services under this Contract.

14. PAYMENT ON EARLY TERMINATION. Upon termination pursuant to section 13, payment shall be made as follows:

A. If terminated under 13A or 13B for the convenience of the District, the District shall pay Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract. District shall not be liable for direct, indirect or consequential damages. Termination shall not result in a waiver of any other claim District may have against Contractor.

B. If terminated under 13C by the Contractor due to a breach by the District, then the District shall pay the Contractor for Work performed prior to the termination date if such Work was performed in accordance with the Contract.

C. If terminated under 13C or 13D by the District due to a breach by the Contractor, then the District shall pay the Contractor for Work performed prior to the termination date provided such Work was performed in accordance with the Contract less any setoff to which the District is entitled.

15. INDEPENDENT CONTRACTOR.

A. The Contractor is a separate and independently established business, retains sole and absolute discretion over the manner and means of carrying out the Contractor’s activities and responsibilities for the purpose of implementing the provisions of this contract, and maintains the appropriate license/certifications, if required under Oregon Law. This contract shall not be construed as creating an agency, partnership, joint venture, employment relationship or any other relationship between the parties other than that of independent parties. The Contractor is acting as an “independent contractor” and is not an employee of District, and accepts full responsibility for taxes or other obligations associated with payment for services under this contract. As an “independent contractor”, Contractor will not receive any

CS1053 – Administration of Youth Grants for Competitive Soccer Page 20 of 27 benefits normally accruing to District employees unless required by applicable law. Furthermore, Contractor is free to contract with other parties for the duration of the contract.

B. SUBCONTRACTING/NONASSIGNMENT. No portion of the Contract may be contracted or assigned to any other individual, firm or entity without the express and prior approval of the District.

16. GOVERNING LAW AND VENUE. This Contract shall be governed by the laws of the State of Oregon. Any action commenced in connection with this Contract shall be in the Circuit Court of Marion County. All rights and remedies of the District shall be cumulative and may be exercised successively or concurrently. The foregoing is without limitation to or waiver of any other rights or remedies of the District according to law.

17. OWNERSHIP AND USE OF DOCUMENTS. All documents, or other material submitted to the District by Contractor shall become the sole and exclusive property of the District. All material prepared by Contractor under this Contract may be subject to Oregon’s Public Records Laws.

18. NO THIRD PARTY BENEFICIARIES.

A. District and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms.

B. Nothing in this contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract.

19. SUCCESSORS IN INTEREST. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns.

20. MERGER CLAUSE. This Contract and the attached exhibits constitute the entire agreement between the parties.

A. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract.

B. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties.

C. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

21. WAIVER. The failure of any Party to enforce any provision of this Contract shall not constitute a waiver by that Party or any other provision. Waiver of any default under this Contract by any Party shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

22. REMEDIES. In the event of breach of this Contract, the Parties shall have the following remedies:

A. If terminated under 13C by District due to a breach by the Contractor, the District may complete the Work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the Work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the District the amount of the reasonable excess.

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B. In addition to the remedies in sections 13 and 14 for a breach by the Contractor, District also shall be entitled to any other equitable and legal remedies that are available.

C. If District breaches this Contract, Contractor’s remedy shall be limited to termination of the Contract and receipt of Contract payments to which Contractor is entitled.

23. INSURANCE.

A. REQUIRED INSURANCE. Contractor shall obtain at Contractor’s expense the insurance specified in this section prior to performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract and all warranty periods. Contractor shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in Oregon and that are acceptable to District:

i. WORKERS COMPENSATION. All employers, including Contractor, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements.

ii. PROFESSIONAL LIABILITY. Covering any damages caused by an error, omission or any negligent acts related to the services to be provided under this Contract. Contractor shall provide proof of insurance of not less than the following amounts as determined by the District:

Required by District Not required by District.

$1,000,000 Per occurrence limit for any single claimant; and $2,000,000 Per occurrence limit for multiple claimants Exclusion Approved by Risk Manager

iii. CYBER LIABILITY. Covering network security, breach of data, and coverage for regulatory fines and fees imposed against District due to failures in products and services provided under this Contract.