RFP #260623-01 MECHANICAL ENGINEERING Page 1 of 12

Centennial School District 28J 18135 SE Brooklyn Street Portland, Oregon 97236

Request for Proposals

RFP No. 260623-01

Engineering Design for Replacement Mechanical System at the Campus of

Parklane Elementary School And Oliver Middle School

In Compliance With Portland Clean Energy Fund (PCEF)

Proposals Due:

Must be received no later than 5:00 PM PST, June 23, 2026.

Late proposals will not be accepted or considered.

Proposals will not be read aloud but will be considered to be public records.

Submit Proposals to:

EMAIL TO: marilee@randcmanagement.com

Make cover letter out to:

Centennial School District 28j 18135 SE Brooklyn Street

Attn: Paul Southerton

Direct Questions to:

Scott Rose R&C Management Group LLC Project Manager scott@randcmanagement.com

Deadline for Questions: June 16, 2026, 5:00 PM

Electronic Responses:

Proposer shall only email proposals as a single PDF under 15 MB. Do NOT send hard copies. Include in subject line : “(company name) Response to RFP 260623-01 for Mechanical System Replacement Design for Centennial School District”

Pre-proposal Conference:

Virtual 3:30 pm on June 10, 2026 at :

https://us02web.zoom.us/j/86441926677?pwd=bBUp9RxOBM2SjhlwwUClUBEqwpnqaO.1 mailto:marilee@randcmanagement.com

RFP #260623-01 MECHANICAL ENGINEERING Page 2 of 12

Centennial SD - Business Office 18135 SE Brooklyn Street

June 3, 2026

Centennial School District #28J is requesting proposals from qualified engineering firms to design (as well as assist during the bidding phase and perform construction administration) the replacement of the existing mechanical systems at the single campus that includes Parklane Elementary School (15811 SE Main St, Portland, OR 97233) and Oliver Middle School (15840 SE Taylor St, Portland, OR 97233). While two buildings and two systems, the intent is to bid it as a single project with similar systems in each. The replacement needs to be in compliance with the Portland Clean Energy Fund (PCEF) grant criteria for energy usage and elimination of natural gas use from the system. The existing electrical services are a new 1200-amp at Parklane and a new 1600 amp at Oliver Middle School, upsized three years ago from 800-amp and 1200-amp services respectively. Ideally, the design will look at how to re-use the new equipment. Both schools have 7-10 rooms served with new mini-split heat pumps.

Both schools have an under-slab tunnel system, but only Parklane uses theirs for de-coupled ventilation. Supplemental services for electrical, structural and architectural design and cost estimating shall be included in the proposal. To be considered, interested firms shall submit a proposal in response to this RFP no later than, and in the format, as stated on the cover sheet.

RFP #260623-01 MECHANICAL ENGINEERING Page 3 of 12

TABLE OF CONTENTS

I. PURPOSE / PROJECT DESCRIPTION

II. PROJECT SCHEDULE

III. SCOPE OF SERVICES

IV. SUBMITTAL FORMAT & SELECTION CRITERIA

V. SCHEDULE OF EVENTS

VI. QUESTIONS

VII. TERMS & CONDITIONS

I. PURPOSE / PROJECT DESCRIPTION:

To design (as well as assist during the bidding phase and perform construction administration) the replacement of the existing mechanical system at the campus that includes Parklane Elementary School (15811 SE Main St, Portland, OR 97233) and Oliver Middle School (15840 SE Taylor St, Portland, OR 97233). The replacement needs to be in compliance with the Portland Clean Energy Fund (PCEF) grant criteria for energy usage and elimination of natural gas use from the system. Supplemental services for electrical, structural and architectural design and cost estimating shall be included in the proposal.

II. PROJECT SCHEDULE

Design shall be completed by February 15, 2027. Bidding will immediately follow.

Construction Administration will start 3/15/27 – 9/4/27 with site work occurring 6/12/27- 9/4/27. An early procurement package for long lead items is likely necessary. Assume post-construction and close out phase extending till 10/15/27.

III. SCOPE OF PROFESSIONAL SERVICES:

1. PURPOSE

The purpose of the services is to provide the District with engineering and other ancillary services for a PCEF mechanical system replacement project at Parklane Elementary School and Oliver Middle School as a single campus project. There is an overall construction budget of roughly $6 million for the two combined.

2. MANAGEMENT OF THE PROJECT

The overall project will be managed by R&C Management Group. Day-to-day contact with the District will be through the District’s construction project manager, R&C Management.

RFP #260623-01 MECHANICAL ENGINEERING Page 4 of 12

3. SCOPE OF SERVICES REQUESTED

It is anticipated that the selected firm will provide a comprehensive menu of planning, design and construction administration services throughout the lifespan of the project. The Scope of Services listed herein is provided to establish a general understanding of the project requirements. The actual scope of service will be finalized during fee/contract negotiations.

The District expects that representative(s) of the management firm, partnership, or individual will develop and maintain a cooperative team approach with all other parties associated with the projects throughout all phases of the work. The successful proposer will be required to produce complete construction documents in accordance with the project timeline.

A. Project Assessment/ Preliminary Design Phase - Work may include but is not limited to the following:

a. Meet with District Staff and Representatives, including but not limited to the assigned District Project Manager and school site staff to review specific facility and program needs.

b. Meet with various District departments including but not limited to:

Superintendent, Building Administration and Building Level Departments

c. Review Scope of Work requirements at each school. AutoCAD backgrounds are available for each school. NOTE: Similar work is in construction in the district at Powell Butte Elementary School. Lessons learned from that project will be utilized. ALSO NOTE: Parklane Elementary School has received a seismic rehabilitation grant, and that design and construction schedule will directly overlap with this work.

d. Investigate and review applicable federal, state, local, PCEF criteria, and District standards, codes, and regulations pertaining to the proposed Project and identify design issues relating to functional opportunities, needs, directives and constraints imposed thereby. Such investigations shall include, but not be limited to, energy, historic, and others who may have jurisdiction over or impact on the projects.

e. Thoroughly research and document existing conditions both in the facilities and on the site at all schools.

f. Arrive at an “Agreed-upon” prioritized Scope of Work.

g. Submit the Project Assessment package in a report form that will include schematic level drawings and outline specifications.

h. Reconcile each Construction Cost Estimate with District’s Construction Cost

RFP #260623-01 MECHANICAL ENGINEERING Page 5 of 12

Budget. Consultant shall at its sole expense provide design scenarios with associated costs that will bring the Construction Cost Estimate within the Budget.

B. Schematic Design Development through Construction Documents Phase - Work may include but is not limited to the following:

a. Provide life-cycle cost analysis and other pertinent information as required for the

Owner to make critical decisions on major building systems.

b. Facilitate a collaborative process to gain design input and feedback from project stakeholders.

c. Prepare design phase documents (SD, DD, CD) for submittal and District review in accordance with agreed schedule.

d. Work in close coordination with the District and its Project Manager to keep project within agreed budget. The CD design package submitted to the District shall be a fully coordinated and complete set of contract documents.

e. Closely coordinate with the Portland Clean Energy Fund, Energy Trust of Oregon, Oregon Department of Energy, City of Portland, Multnomah County and any other party as necessary to maximize energy incentives.

f. Participate in review of contract documents with the Project Manager, School District, local Fire Marshall, facilities permit inspector and representatives of other State or Local agencies as needed.

g. Develop the Scope of Work for the District to initiate hazmat surveys (by others) as required.

C. Construction Phase - Work may include but is not limited to the following:

a. Participate in construction administration, including review of submittals, attendance at Weekly on-site meetings, preparation and implementation of District approved change orders, with drawings if applicable, respond to requests for information (RFIs), review of contractor payment requests, and attend construction meetings, as required.

b. Perform the project close-out tasks, which will include the preparation of punch lists, the review of warrantees and guarantees, and the review and approval of final contractor payments.

D. Post Construction and Close Out Phase - Work may include but is not limited to the following:

a. Facilitate an efficient and thorough punch list process.

RFP #260623-01 MECHANICAL ENGINEERING Page 6 of 12

b. Assist as necessary for timely resolution to any warranty issues.

c. Submit to the District a “Record” set of documents. This will include incorporation of any changes during construction.

d. Review contractor’s marked up documents showing changes made through the course of construction and submitting the same in editable “AutoCAD.dwg” and provide specification document (word and pdf) formats

E. Energy Incentives Coordination - Work may include but is not limited to the following:

a. Consultant shall provide analysis and documentation necessary for the District to comply with all criteria of the PCEF program and to obtain the maximum amount of energy incentives available through the State of Oregon, through the Oregon Department of Energy (ODOE), utility incentives available through the City of Portland, and energy incentives available through the Energy Trust of Oregon (ETO).

b. Consultant’s responsibilities shall include but are not limited to: determining requirements for available incentives through cooperation with ODOE, the local utility, and ETO; completing all required documentation for submission; and ensuring that all required documentation is submitted in the required timeline.

c. Consultant shall coordinate with District to resolve any potential issues to ensure that documentation is submitted when required.

F. Other Services - Work may include but is not limited to the following:

a. Assist the District in coordination, research, report preparation, and other tasks required for project execution.

b. Assist the District in communicating with its staff, community, and news media to enhance understanding and develop ongoing support for the projects.

c. Assist the District in all efforts to maximize grant opportunities.

IV. SUBMITTAL FORMAT AND SELECTION CRITERIA

RFP responses shall identify the proposer’s experience and approach in a clear and concise manner. Responses shall be bound into a single PDF. Please limit submittals to 30 pages maximum (not including covers, table of contents, divider tabs, resumes, or letter of interest).

The selection committee will score proposers based on the criteria listed below and the points available per selection criteria for a maximum of 100 total points.

A. Proposed Staff (20 Points)

a. Provide resumes for each key staff member, if applicable, including relevant experience.

b. Provide firm’s current workload, ability, and approach to meet the quick schedule

RFP #260623-01 MECHANICAL ENGINEERING Page 7 of 12 noted in Section III above.

B. Relevant Experience (20 Points)

a. Provide a description of the history and capabilities of your firm.

b. Provide project and program profiles of three (3) successfully completed or ongoing professional services similar in scope and complexity to those outlined in Section IV above.

c. Experience in compliance with grant programs shall be emphasized.

C. Local Experience (20 Points)

a. Describe your experience working with local jurisdiction in the city of Portland.

b. Though the PCEF program is relatively new, any experience working with this program shall be included here.

D. References (20 Points)

a. Provide three (3) owner, three (3) design team, and three (3) contractor references for review. Provide the name, firm, and current contact number. We may contact all or some of the references provided.

E. Hourly Rates (20 Points)

a. Provide hourly rates of key personnel and all additional charges including mileage, printing, and consumables.

F. Fee Proposal (0 Points)

a. The district cannot evaluate fee proposals as part of the RFP process but is asking for a brief summary of a fee range that they can expect, assuming $6 million construction budget.

V. SCHEDULE OF EVENTS

DATE: EVENT:

June 3, 2026 Advertisements and RFP Available

June 10 2026 A non-mandatory Zoom style pre-proposal conference will be held at 3:30 pm.

The link is here::

https://us02web.zoom.us/j/86441926677?pwd=bBUp9RxOBM2SjhlwwUClUBEqw pnqaO.1

June 16, 2026 Last Day for Questions (2 pm)

June 23, 2026 RFP DUE at 5:00 PM (See cover page for delivery methods)

July 14, 2026 Interviews (if needed)

July 15, 2026 Notice of Intention to Award

RFP #260623-01 MECHANICAL ENGINEERING Page 8 of 12

VI. QUESTIONS

All questions related to this RFP shall be submitted via email no later than noted above in Section VI.

Schedule of Events and addressed to:

Scott Rose R&C Management Group LLC Project Assistant scott@randcmanagement.com

VII. TERMS & CONDITIONS

1. Independent Contractor/Partnerships

Nothing in this RFP shall be construed to create a partnership, joint venture or employment relationship between the parties. Consultant will not be, nor hold itself out to be, an officer, employee, agent of the District and will not make any such representations to third parties. Consultant acknowledges that Consultant's employees have no right to participate in District's employee benefit plans. Consultant further acknowledges that District is not responsible for the tax or other withholding of Consultant's employees.

2. Recycled Material

Pursuant to ORS 279A.125, notwithstanding provisions of law requiring a contracting agency to award a Contract to the lowest responsible Proposer or best Proposer or provider of a quotation, a contracting agency charged with the procurement of goods for any public use shall give preference to the procurement of goods manufactured from recycled materials if all the following conditions are met:

a. The recycled product is available;

b. The recycled product meets applicable standards;

c. The recycled products can be substituted for a comparable non-recycled product;

d. Recycled product costs do not exceed the costs of non-recycled products by more than five (5) percent or a higher percentage if a written determination is made by the contracting agency.

e. At its discretion, the District may give preference to the purchase of materials and supplies manufactured from recycled materials, even if the cost differential exceeds the five percent preference set forth above. At its discretion, the District may give preference to the suppliers of recycled products and recycled paper or to products that reduce the amount of waste generated. The District may determine the amount of this preference.

3. Licenses

Consultant and its consultants shall demonstrate possession of any license necessary for performance of the work described under this RFP.

RFP #260623-01 MECHANICAL ENGINEERING Page 9 of 12

If not licensed to do business in the State of Oregon, the Successful Proposer will register as a foreign corporation with the State of Oregon Department of Commerce prior to the Award of the Contract.

4. Minority-owned, Women-owned, Service-Disabled Veteran-owned, and Emerging Small Business

It is the practice of the District to achieve race and gender equity and to foster opportunity for service-disabled veteran-owned businesses and small businesses in the award and implementation of contracts and subcontracts. The mission is to build a diverse and prosperous group of community contractors and trained employees who can effectively compete in business, while obtaining quality goods and services in a competitive, efficient, and non-discriminatory manner.

Proposer will certify in its offer that Proposer has not and will not discriminate against a consultant in awarding a contract because the consultant is a minority, women, service-disabled veteran, or emerging small business enterprise certified under ORS 200.055.

5. Immigration Reform and Control Act

All Proposers shall comply with the provisions of the Immigration Reform and Control Act of

1986 regarding the verification of employment eligibility.

6. Cost of Proposal

The District will not be responsible for any costs associated with the development or submission of Proposals.

7. Design Services Agreement

The contents of the Proposal of the Successful Proposer, along with this RFP and Agreement

Provisions (similar in form to those attached) and any clarifications and Addenda issued by the District, will become contractual obligations if the District accepts a Proposer's offer. The order of precedence for the Contract documents shall be the Agreement, Addenda, this RFP and its attachments, and the Proposal of the Successful Proposer, unless otherwise indicated in the Agreement.

If a Proposer has objections to the RFP documents, terms or conditions, or Agreement terms or conditions, but fails to follow the RFP Protest procedure described above, the only options available to the Proposer are to either accept all obligations, or to withdraw by the Deadline to Withdraw as indicated in the RFP Timetable.

A Proposer that fails to object by the Inquiries Deadline and to withdraw its Proposal by the

Deadline to Withdraw will be deemed to agree that, if chosen as the Successful Proposer, it will accept said obligations in a contract, purchase agreement, purchase order, delivery order, or similar acquisition. Failure to do so may result in cancellation of the Award of the Contract, and may, at the sole discretion of the District, result in liability to the Proposer for whatever damages the District sustains as a result thereof.

RFP #260623-01 MECHANICAL ENGINEERING Page 10 of 12

The formation of the Agreement shall not be complete and the District shall not be liable under it until it has been executed both by the Successful Proposer and by the District.

This Agreement shall be for one (1) year and may be renewed for additional period(s), subject to agreement by the Parties prior to the expiration of the current term. The Agreement term shall not exceed five (5) years.

8. Financial Interest, Fraud, and Collusion

A Proposer filing a Proposal thereby certifies that, with regard to this RFP, no officer, agent, or employee of the District who has a pecuniary interest in this RFP or Proposal has participated in the Agreement negotiations on the part of the District, and that the Proposal is made in good faith without fraud, collusion, or connection of any kind with any other Proposer to this RFP. Further, the Proposer certifies that with regard to this RFP, the Proposer is competing solely on the Proposer's own behalf without connection with, or obligation to, any undisclosed individual, partnership, company, or Limited Liability Entity.

9. Duration of Offer

Proposal Provisions shall remain firm for thirty (30) calendar days after the Submission Deadline indicated above. The Successful Proposer shall not alter the terms of their Proposal if said Proposal is accepted within thirty (30) days of the Submission Deadline indicated above.

Changes in terms by others after the acceptance will not be considered. An Award of the Contract to any Proposer shall not constitute a rejection of any other Proposal and the District will remain free to accept other Proposals.

10. Risk of Loss and Damage

The Proposer will be liable for all damages arising out of the Proposer's negligence or fault in connection with this RFP.

The District will not be responsible for the loss or damage of any items during the RFP process, unless negligence on the part of the District has been established in a court of law.

11. Publicity

News releases by any Proposer pertaining to this RFP or any Award of the Contract or other issue resulting from or related to it will be made only with prior written approval from the Issuing Office of the District.

12. Reservations

The District expressly reserves the following rights:

a. To reject all Proposals.

b. To reject any Proposal not in compliance with all prescribed public bidding procedures and

RFP #260623-01 MECHANICAL ENGINEERING Page 11 of 12 requirements.

c. To reject any Proposal not meeting any Provisions set forth herein.

d. To waive any or all irregularities in Proposals submitted.

e. To award any or all items or services contained in the Proposal.

f. To award to more than one Proposer.

g. To consider the competency and responsibility of Proposers in making any Award of the Agreement.

h. To re-award the Agreement to another Proposer in the event any Proposer who is chosen by the District as the Successful Proposer defaults in executing the Agreement within the time and in the manner specified in the RFP documents.

i. To obtain clarification of any point in a Proposer's Proposal. The failure of a Proposer to make additional information available could result in the rejection of the Proposal.

In addition, Proposers must be prepared to make presentations about their products and/or services at the District.

j. To negotiate a final Agreement with the Consultant that is in the best interest of the District.

k. To obtain Proposals from other Proposers for specific jobs.

13. Cost and Ownership of Proposal Documents

All Proposers responding to the RFP do so solely at their own expense, and the District is not responsible for any Proposer expenses associated with the RFP. All Proposals developed specifically for the District shall be the property of the District and all title and interest therein shall vest to the District. All Proposers, at their own expense, may and should retain a copy of their Proposal.

14. Sufficient Information

a. All Proposers represent and warrant that by responding to this RFP they have been sufficiently informed in all matters relating to the performance of services required by this RFP and its attachments. Prior to submitting a Proposal, all Proposers shall make a careful examination of the RFP Provisions, including but not limited to terms and conditions, including any specifications. Failure to take these precautions will not release the Successful Proposer from performing the services in strict accordance with the terms of the Agreement.

b. Proposers are welcome and encouraged to make visits during the normal operating hours. Prior arrangements must be made with the person listed as the Contact on the front page of the RFP.

c. The District will not be responsible for any loss or for any unanticipated costs that may

RFP #260623-01 MECHANICAL ENGINEERING Page 12 of 12 be suffered by the Successful Proposer as a result of the Proposer's failure to fully inform themselves in advance in regard to all conditions pertaining to the services required. No statement made by any officer, agent, or employee of the District will be binding on the District.

d. Additionally, Proposers warrant that they have checked their Proposal for errors and omissions and that the terms stated in the Proposal are correct and as intended and are a complete and correct statement of terms for performing the duties specified herein.

15. Separate Design Services Agreements

The District reserves the right to enter into other contracts in connection with this RFP. The

Consultant shall afford those other Limited Liability Entities contracting with the District a reasonable opportunity for the introduction and execution of their work, and shall properly coordinate all work efforts.

16. Headings

The Headings in this RFP and all attached documents are for convenience only and do not establish any other meaning or interpretation.

CENTENNIAL SCHOOL DISTRICT

Agreement for Consulting Services Page 1 181873731.1

AGREEMENT FOR CONSULTING SERVICES

CENTENNIAL SCHOOL DISTRICT

THIS AGREEMENT is entered into as of __________________, 20 __ by and between the Centennial School District, 18135 SE Brooklyn Street, Portland, Oregon 97236 (“Owner”) and ___________________ (“Consultant”) for the following Project:

A. The Owner desires to engage the Consultant to perform certain technical, professional, and/or other services described in this Agreement (“Services”), including the Services described in Exhibit A.

B. The Consultant represents that it is in all respects qualified and capable of performing the Services, and has an established record of providing the type of services covered by this Agreement.

C. The employees of the Consultant assigned to this Project who will be responsible for the Services are ___________. The employee of the Consultant who represents the Consultant on this Project, who has authority to bind the Consultant, and who shall not be changed without the Owner’s written consent, is______________.

D. The Owner’s Project representative is R&C Management Group, LLC. All communications from the Consultant to the Owner shall be through this Project representative.

E. The Owner agrees to pay the Consultant a fee (“Fee”) as described in Section 5 for the Services under this Agreement. Any Services beyond those described in this Agreement will only be performed as a Change in Services.

F. The Services will be completed by ___________, 20__ (“Completion Date”), which represents a range of time in which the Services will be needed.

G. The Consultant warrants that it has secured and will maintain for the duration of this Agreement, plus one year, insurance in the minimum amounts specified as follows:

Type of Insurance Each Occurrence Aggregate Worker’s Compensation (Statutory) (Statutory) Comprehensive General Liability $2,000,000 $3,000,000 Comprehensive Automobile Liability $2,000,000 $3,000,000 Errors and Omissions $2,000,000 $3,000,000 Employers Liability $2,000,000 $3,000,000

Agreement for Consulting Services Page 2 181873731.1

AGREEMENT

1. Contractual Relationship

a. Independent Contractor. The Consultant shall be and operate as an independent contractor and shall have exclusive control over and responsibility for the conduct of all personnel performing the Services. By its signature on this Agreement, the Consultant certifies that the services to be performed under this Agreement are those of an independent contractor as defined in O.R.S. 670.600, and that the Consultant is solely responsible for the work performed under this Agreement. The Consultant represents and warrants that the Consultant, its subconsultants, employees, and agents are not “officers,” “agents,” or “employees” of the Owner within the meaning of the Oregon Tort Claims Act (O.R.S. 30.260 through 30.300). The Consultant shall perform the Services in accordance with its own methods and in an orderly and professional manner. The Consultant is not authorized on behalf of the Owner to enter into any agreements, to waive or modify any provisions of the Owner’s contracts with third parties, to receive or accept contractual notice, to authorize payment, or to accept or approve any change in the Contract Sum or Contract Time as set forth in the construction Contract Documents. Any such actions by the Consultant are on its own behalf, and not on the behalf of the Owner. This Agreement does not preclude the Consultant from undertaking work or assignments from other school districts, agencies or individuals.

b. Benefits. The Owner shall not be responsible for fringe benefits, withholding, paying of any taxes on behalf of Consultant or Consultant’s employees or agents, or remuneration above the amount stipulated in this Agreement. The Consultant shall be responsible for all federal, state, and local taxes, including any and all gross receipts taxes, and any and all fees applicable to payments for services under this Agreement.

2. Scope of Service

a. Services. The Consultant shall perform Services pursuant this Agreement as more fully described in Exhibit A hereto. The timing for performing the Services is of the essence. Any terms in any of the Exhibits that are inconsistent with this Agreement, any of the Consultant’s standard terms that are not specific to this Agreement, and any limitations or extensions of liability therein are void unless each such term is initialed by both parties.

b. Performance. All of the Services will be performed by or through the Consultant in a satisfactory, proper and professional manner, and with skill and diligence subject to the applicable standard of care. None of the Services shall be subcontracted without prior written approval of the Owner. At the time of performance, the Consultant shall be properly licensed, equipped, organized and financed to perform the Services. The Consultant shall be familiar with the Project requirements, such as the program, Project site work area, Contract Time, and other information affecting the Consultant’s services.

c. Correction. The Consultant shall, at no cost to the Owner, promptly and satisfactorily correct and/or complete any Services found to be defective, incomplete, or not in

Agreement for Consulting Services Page 3 181873731.1 conformity with the requirements of this Agreement. If the Consultant fails to initiate corrections within fifteen days of receipt of written notice from the Owner, the Owner may do so, by contract or otherwise, and recover (e.g., by offset against the compensation otherwise payable under this Agreement) from the Consultant the reasonable costs it incurred. The obligations of the Consultant to correct nonconforming Services shall not in any way limit any other obligations of the Consultant. The Owner’s right to make corrections and charge the Consultant for them is in addition to any other rights and remedies available to the Owner under this Agreement or otherwise by law and shall in no event be construed or interpreted as obligating the Owner to make any correction of defective or nonconforming Services.

d. Compliance. The Consultant shall comply, and shall contractually require that the Services of all its subconsultants to comply, with all applicable federal, state, and local laws, regulations, codes, orders, ordinances, and Oregon Occupational Safety and Health (OSHA) laws, codes, regulations, and administrative orders.

e. Conflicts. The Consultant has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner with the performance of the Services.

The Consultant will not employ any person in the performance of this Agreement having any such interest.

3. Personnel

a. The Consultant will secure at its own expense all personnel, material and equipment required to perform the Services. These personnel shall not be employees of, or have any contractual relationship with, the Owner or its contractors, and they shall be experienced, fully qualified and authorized under applicable law to perform their portion(s) of the Services.

b. The Consultant may designate and appoint subconsultants after conferring with the Owner regarding their selection. The Consultant shall not appoint a subconsultant to which the Owner has a reasonable objection. The Consultant shall incorporate the provisions of this Agreement and a scope of Services consistent with the requirements of the Project into the contracts with subconsultants. Any subcontracting of any of the Services shall not relieve the Consultant from its responsibility for the performance of the Services in accordance with the terms of this Agreement.

4. Time of Performance

Time is of the essence. The Services shall be undertaken so as to assure their expeditious completion. The Services shall be completed by, and the Agreement shall remain in effect until, the Completion Date unless cancelled prior to that date pursuant to this Agreement.

Agreement for Consulting Services Page 4 181873731.1

5. Compensation

a. Fee. The Owner agrees to pay the Fee for Services satisfactorily rendered. Any costs incurred by the Consultant in excess of the Fee are the responsibility of the Consultant unless approved in writing by the Owner prior to being incurred.

(Check one):

� A fixed, lump sum Fee of $__________ as full and complete compensation for the Services and as further described in Exhibit A. Any costs incurred by the Consultant in excess of the Fee are the responsibility of Consultant unless approved in writing by the Owner prior to being incurred.

or

� Compensation for Services of the Consultant shall be on an hourly basis at the rates listed in Exhibit B. The Compensation for Services, including any subconsultants, shall not exceed $__________, without the prior written approval of the Owner.

b. Reimbursable Expenses. In addition to the Fee, the Owner agrees to pay the Consultant a multiple of 1.1 times the following Reimbursable Expenses to the extent paid by the Consultant in the interest of the Project and shall not exceed (check as appropriate, if any)

� Expenses in connection with pre-authorized travel and mileage costs;

� Transportation, including mileage at the current IRS rate of reimbursement;

� Expenses of reproduction, except for reproduction for the internal use of the Consultant and its subconsultants; and

� Other:

c. Changes in Services. Additional compensation for a pre-authorized Change in Services shall be paid as agreed in writing prior to commencement of the Services.

The Consultant will not, however, be entitled to additional compensation for Services incurred because of the fault of the Consultant. Failure of the Consultant to obtain the Owner’s prior written agreement to pay for additional services shall be a waiver of any claim thereto.

d. The Consultant will submit a detailed monthly written request for payment and a progress report certifying that it has performed the designated Services under the Agreement, and that it is entitled to receive the amount requested. Payment will be made on the basis of the actual Services approved as completed. All invoices shall be on a form provided or approved by the Owner. The Owner will pay the Consultant within thirty days of receipt of the request and report. Payments due and owing but

Agreement for Consulting Services Page 5 181873731.1 unpaid shall bear interest at the Bank of America Prime Rate plus 2% after thirty days. Acceptance of final payment of the Fee by the Consultant shall release, waive, and forever discharge the Owner from any and all claims, liens, demands, and liabilities arising from or in any way connected to the Project or this Agreement, unless the Consultant identifies such controversy or claim, with specificity and in writing, on Consultant’s final request for payment.

6. Changes in Services

The Owner may, at any time, require changes in the scope of the Services. A Change in Services, including any increase or decrease in the Consultant’s compensation and/or time of performance, will be incorporated in written amendments to this Agreement when mutually agreed upon in advance by both parties.

7. Indemnification

a. To the fullest extent permitted by law, including O.R.S. 30.140, the Consultant hereby agrees to reimburse, indemnify, and hold harmless the Owner, its successors and assigns and the directors, officers, managers, members, employees, and agents of each of the foregoing (“Indemnified Parties”), from, for, and against any and all claims of third parties and losses, harm, costs, liabilities, damages, and expenses (including, but not limited to, reasonable attorneys’ fees incurred on such claims or in proving the right to indemnification) arising or resulting from such claims of third parties in any way arising out of or in connection with any negligence in or intentional misconduct regarding the performance of the services or obligations of the Consultant or any of its subconsultants of any tier, the respective successors and assigns of the Consultant or any such subconsultants, the directors, officers, managers, members, employees, and agents of each of the foregoing, or anyone acting on the Consultant’s behalf in connection with this Agreement or its performance; PROVIDED, however, that the Consultant shall not be required to so reimburse, indemnify, and hold harmless, any of such Indemnified Parties against liability for damages caused by or resulting from the sole negligence of the Indemnified Parties; PROVIDED FURTHER that if such damages are caused by or result from the concurrent negligence of the Indemnified Parties or third parties and of the Consultant or its agents, consultants, or employees, then the Consultant’s obligation to reimburse, indemnify, and hold harmless, hereunder shall be limited to the extent of the negligence of the Consultant or its agents, subconsultants or employees; PROVIDED FURTHER that, to the extent allowed under Oregon Law, the Consultant agrees to waive its immunity under Oregon Workers’ Compensation Law as to the Indemnified Parties only. The Consultant acknowledges and agrees that the Owner’s obligations under this Agreement are subject to the limitations of the Oregon Tort Claims Act (O.R.S. 30.260-30.300).

Agreement for Consulting Services Page 6 181873731.1

8. Insurance

a. Certificates and Endorsements. The Consultant shall, at its own cost, maintain in full force and effect, with limits no less than the amounts set forth in the Agreement, a policy of comprehensive/commercial general liability insurance on an occurrence form. The Consultant shall not commence performance of Services under this Agreement until all required insurance has been obtained and a certificate and endorsements have been submitted to the Owner. A certificate of insurance and endorsement shall be submitted upon execution of this Agreement that reflects the insurance required in this Agreement, identifies the Owner as additional insured (to the extent allowed by Oregon law) and indicates that the insurance is primary and non-contributing. The insurance policy shall bear an endorsement that the policy shall not be cancelled or the policy limits reduced by endorsement below the coverage required by this Agreement for any reason other than nonpayment of premiums except upon thirty days’ prior notice to the Owner and only after ten days’ prior written notice for non-payment of premiums. All insurance is to be provided by insurance companies licensed in the State of Oregon with an A.M. Best’s rating of not less than A VIII. The insurance requirement shall not reduce the obligations of the indemnification agreement set out in Section 7. Lapse of coverage or failure to furnish satisfactory evidence of insurance is cause for termination of this Agreement.

b. The Owner’s specification or approval of the insurance in this Agreement or of its amount shall not relieve, limit or decrease the liability of the Consultant under the Agreement or otherwise. Coverages are the minimum to be provided and are not limitations of liability under the Agreement, indemnification, or applicable law provisions. The Consultant may, at its expense, purchase larger coverage amounts or additional insurance.

c. Failure of the Consultant to secure and maintain insurance with the coverages and limits required by this Agreement will be a material breach of the Agreement entitling the Owner, at its discretion and without waiving any other remedies, to

(a) withhold payments or recoup payments already made to the Consultant for services on the Project, (b) terminate the Consultant for cause, and (c) purchase any additional insurance it deems reasonable necessary to protect itself at the expense of the Consultant. The Consultant consents to the Owner procuring replacement insurance in Consultant’s name and will cooperate in all respects with Owner’s efforts in procuring additional or replacement insurance. The Owner will have the discretion to purchase an Owner’s protective policy or other similar policy that affords to Owner coverages and limits providing reasonably equivalent protections as Owner would have received if Consultant and its subconsultants maintained the insurance required by this Agreement. The Owner’s costs incurred in finding replacement insurance or an Owner’s protective policy will either be reimbursed directly by the Consultant or may be offset against amounts owed by the Owner to the Consultant on the Project or other projects. This requirement will remain enforceable for the duration of the applicable statute of repose or for ten years after

Agreement for Consulting Services Page 7 181873731.1

Final Completion, whichever is longer. The insurance requirements under this Agreement can only be waived or modified by the Owner by an express written instrument signed by the Owner acknowledging the reduced coverages or limits. No other act or omission by the Owner or its agents, including but not limited to

(a) implicit or verbal acceptance or approval of reduced coverages or limits or

(b) failure to require proof of compliant insurance, will amount to the Owner’s waiver of the insurance requirements of this Agreement.

9. Dispute Resolution

a. Mediation. Any dispute arising out of or relating to this Agreement, or the breach thereof, shall first be subject to mediation using the Construction Mediation Rules of the American Arbitration Association (“AAA”). To initiate the mediation process, a party shall submit a written mediation request to the other party. If the parties are unable to agree to a mediator within thirty days after the receipt of the written request for mediation, either party may submit a request for mediation to the AAA.

b. Mediation Procedure. A principal of the Consultant and the Superintendent or designee of the Owner, both having full authority to settle the claim (subject to ratification by the Owner’s Board of Directors), must attend the mediation session.

To the extent there are other parties in interest, such as subconsultants, contractors, and/or designers, their representatives, with full authority to settle the claim, shall also attend the mediation session. Each party shall share the costs of mediation equally. Unless the Owner and Consultant mutually agree in writing otherwise, all unresolved Claims in the Project shall be considered at a single mediation session which shall occur after Substantial Completion but prior to Final Acceptance of the Project by Owner.

c. Litigation. The Consultant may not bring litigation unless it has been properly addressed in the above dispute resolution procedure.

d. No Waiver. The requirements of this Section cannot be waived except by an explicit written waiver signed by the Owner’s Superintendent.

e. Maintenance of Responsibilities. The parties shall diligently carry on their respective obligations and responsibilities and maintain the schedule of this Agreement during any dispute resolution proceedings, unless otherwise agreed by both parties in writing.

f. Waiver of Consequential Damages. The Consultant and the Owner waive consequential damages against one another for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement. This waiver does not, however, extend to third-party claims under Section 7.

Agreement for Consulting Services Page 8 181873731.1

10. Suspension and Termination

a. Suspension by the Consultant. If any undisputed amount remains due and owing after a period of ninety days from the date the Consultant submits a monthly invoice, the Consultant may cease performing Services on the Project until all undisputed monies due are paid in full. The Consultant will not incur any liability for damages due to delay as a result of stopping performance of Services due to the Owner’s failure to pay undisputed amounts for Services rendered.

b. Suspension by the Owner. The Owner may, at its option, suspend all or a portion of the Services by notifying the Consultant in writing, and the Consultant shall be compensated for Services performed prior to notice of the suspension. When the Services are resumed more than thirty days after suspension, the Consultant shall be compensated for expenses incurred in the interruption and resumption of the Consultant’s Services, and the Consultant’s Fee for the remaining Services and the time schedules shall be equitably adjusted.

c. Termination by Consultant. Should the Owner fail materially to perform in accordance with the terms of this Agreement through no fault of the Consultant, the Consultant may terminate this Agreement by giving written notice and specifying the effective date of the termination at least twenty-one days after notice, during which period the Owner shall have the right to cure.

d. Termination by Owner. The Owner may, at its option, terminate all or a portion of the Services not then performed under this Agreement at any time with or without cause by notifying the Consultant in writing. All finished or unfinished documents, reports, information, data, drawings, maps, models, photographs, studies, and other work product given to, prepared or assembled by or for the benefit of the Consultant under this Agreement shall, at the option of the Owner, thereupon become the Owner’s property.

e. Compensation. The Owner shall be liable to the Consultant for the Consultant’s just and equitable compensation for all Services to the extent satisfactorily completed prior to termination, but this compensation shall not exceed the percentage of total Services satisfactorily completed at the time of termination times the total compensation payable under this Agreement. In no event shall the Owner be liable for any consequential or incidental damages, including but not limited to loss of profit on this or other projects or of reputation incurred by the Consultant as a result of such termination.

11. Miscellaneous

a. Assignment. The Consultant shall not let, assign or transfer this Agreement, or any interest in it or part of it including claims hereunder, without the prior written consent of the Owner.

Agreement for Consulting Services Page 9 181873731.1

b. Governing Law. This Agreement shall be governed by the internal laws of the State of Oregon, without regard to its choice-of-law provisions. The exclusive venue for any litigation shall be in Multnomah County, Oregon.

c. Nondiscrimination. The Consultant assures the Owner that it endeavors to comply with all state and federal guidelines and/or regulations and does not discriminate on the basis of race, creed, color, national origin, sex, sexual orientation, marital status, age, veteran status, or disability. This is in accordance with Title VI of the 1964 Civil Rights Act; Section 504 of the Rehabilitation Act, 1973, as amended; Americans with Disabilities Act, July 26, 1990, P.L. 101-336. Pursuant to O.R.S. 279A.110, discrimination in subcontracting is prohibited. In the awarding of contracts, the Consultant shall not discriminate against minority, women, emerging small business enterprises certified under O.R.S. 200.055, or a business enterprise that is owned or controlled by or that employs a disabled veteran, as defined in O.R.S. 408.225. The Owner and the Consultant agree that no person shall be subject to unlawful discrimination based on race; national or ethnic origin; color; sex; religion; age;

sexual orientation; gender expression or identity; pregnancy; marital status; familial status; economic status or source of income; mental or physical disability or perceived disability; or military service in programs, activities, services, benefits, or employment in connection with this Agreement. The Owner and the Consultant further agree not to discriminate in their employment or personnel policies.

d. “Unsupervised contact” with students means contact that provides the person opportunity and probability for personal communication or touch with students when not under direct supervision of the Owner. As required by O.R.S 326.603, the Consultant shall ensure that the Consultant, its subconsultants, and their officers, employees, and agents will have no direct, unsupervised contact with students while on the Owner’s property. The Consultant shall work with the Owner to ensure compliance with this requirement. If (1) the work site is not a closed site and (2) the Consultant is unable to ensure through a security plan that none of its officers, employees, or agents or those of its subconsultants will have direct, unsupervised contact with students in a particular circumstance or circumstances, then the Consultant shall notify the Owner before beginning any services that could result in such contact. The Consultant authorizes the Owner to obtain information about the Consultant and its history and to conduct a criminal background check, including fingerprinting, of any the Consultant’s officers, employees, or agents who may have unsupervised contact with students. The Consultant shall cause its employees and/or consultants, if any, to authorize the Owner to conduct these background checks. The Consultant shall pay all fees assessed by Oregon Department of Education for processing the background check. The Owner may deduct the cost of such fees from a progress or final payment to the Consultant under this Agreement, unless the Consultant elects to pay such fees directly. All the Consultant’s employees, whether full time or part time working at closed sites, must undergo a criminal history verification for disqualifying convictions per O.R.S 342.143. Criminal history verification checks will be conducted at the Consultant’s expense.