RFP for Long-Facility Planning NSSD 2025.pdf

NORTH SANTIAM SCHOOL DISTRICT

1155 North 3rd Avenue

Stayton, OR 97383

Request for Proposal (RFP) for Long-Facility Planning

TABLE OF CONTENTS

I. Introduction and Proposal Overview 3

II. Statement of Work 4

III. Phase 1 - Facility Assessment 5

IV. Phase 2- Long-Range Facility Plan 6

V. Proposal Format, Evaluation, and Award 7

VI. Proposal Submission 8

VII. Contract Terms and Conditions 11

Appendix A - Certification and Representation 12

Appendix B - North Santiam Standard Contract 14

Exhibit 1 - Professional Services Contract 21

Exhibit 2 - Insurance Requirements 22

Exhibit 3 - Certification Statement 24

Exhibit 4 - Workers' Compensation Exemption Certificate 25

I - INTRODUCTION

The North Santiam School District is requesting sealed proposals from qualified firms to update a previous district-wide Facility Assessment and Long Range Facility Plan, which was last completed in 2019. The District will employ a consulting firm (or firms) to integrate owner-provided data on the physical condition of existing school facilities, update, develop, and prioritize options, prepare final documents, and present recommendations to the District.

District Overview The North Santiam School District (“District”), located in Stayton, Oregon, serves communities in eastern Marion and Linn counties, covering approximately 100 square miles. The District provides educational services to approximately 2,100 students and employs over 270 personnel.

The District includes five schools: Stayton Elementary (K-3), Stayton Intermediate/Middle School (4-8), Stayton High School (9-12), Sublimity School (K-8), Mari-Linn School (K-8), and North Santiam Options Academy (K-12). In addition to the schools, the District manages a transportation facility, a maintenance facility, and district office administration building for a total facilities footprint of nearly 400,000 square feet.

The facility assessment will be used to update the current long-range facility plan. This plan will guide the District in effectively maintaining district assets and support the District’s goal of providing high-quality educational services. In addition, the District will utilize the plan for the potential issuance of a School Improvement General Obligation Bond to address facility and instructional needs and district growth.

Term of Contract The District anticipates awarding single or multiple contracts as a result of this RFP. The contract term will be up to, but not greater than twelve (12) months. A timeline of contract deliverables is included in the Statement of Work.

Request for Proposal Calendar

Request for Proposal Issued: September 10, 2025

Deadline for inquiries & clarification requests September 24, 2025

Proposal Due Date October 8, 2025, by 2:00 pm PST

District team RFP evaluation & interviews (if needed) October 10 - October 17, 2025

Notification of Intent to Award October 22, 2025

Board Approval November 4-6, 2025

II - STATEMENT OF WORK

Overview The District is seeking proposals from qualified firm(s) to update the facility assessment previously issued in 2019 for all district buildings and prepare a life-cycle capital renewal forecast covering plant and building mechanical systems expenses to provide a basis for maintenance and operations planning for the next twenty years. A facilities master plan that provides a holistic view of the District’s facilities and offers a plan for achieving the District’s educational goals for all students is required. In addition, the District requests assistance with visioning, facilitation of the process, and reports for presentation to the School Board, staff, and community.

This project includes two phases: Updating the Facility Assessment and updating the Long-Range Facility Plan. The District reserves the right to award both projects to the same firm or multiple firms, depending on expertise, ability to meet deadlines, and coordination with all team members. All proposals should be structured to identify costs for each phase separately.

Scope of Work The Facility Assessment and Long Range Facility Plan will focus on all District campuses. Please present a proposal that will support the work needed to update physical repair type needs, anticipated needs related to building age and replacement, and to allow initial planning decisions to be made, which address the needs mentioned in both Phases 1 and 2. The proposal should reflect the costs for both Phases 1 and 2 in order to provide a bid separation.

School Buildings Address Square Footage Year Built

Mari-Linn School (K-8) 641 5th Street, Lyons, 97358 34,345 1950’s

North Santiam Options Academy (K-12)

545 W. Locust St, Stayton, 97383 3,085 2022

Stayton Elementary School (K-3) 875 N. Third Ave, Stayton, 97383 61,402 1950’s

Stayton Intermediate School (4-5) 1021 Shaff Rd, Stayton, 97383 24,132 1995

Stayton Middle School (6-8) 1021 Shaff Rd, Stayton, 97383 56,786 1970

Stayton High School (9-12) 757 W. Locust St, Stayton, 97383 157,680 1940’s & 1990’s

Sublimity Elementary School (K-5)

431 E. Main St, Sublimity, 97385 19,043 1950’s

Sublimity Middle School (6-8) 376 E. Main St, Sublimity, 97385 34,891 1940’s

NSSD District Offices - Portables 1155 N. 3rd Ave., Stayton, 97383 6,892 Mid 90’s

III - PHASE 1 FACILITIES ASSESSMENT

The North Santiam School District recently partnered with ODE and Bureau Veritas to perform a complete facilities audit. Through the use of this data, the District will require the Consultant to develop facility needs for improvement, basic structural evaluation from documented conditions, estimation of remaining asset life, estimated cost of needed improvements and/or asset replacement, and a prioritization of those needs. With this information, the Consultant will provide the District with an updated database that will generate an accurate projection of building component lifespans and repair/replacement cost data for up to 20 years. The facility assessment will conform to the requirements set forth in OAR 581-027-0035. The Facility Assessment completion deadline is January 15, 2026.

The assessment should rank the necessity for an item to be completed based on the following:

● Immediate needs (2-5 years)

● Short-term needs (5-10 years)

● Long-term needs (10-20 years)

Itemized list of areas to be included in the final document:

● Interior Systems: walls, doors, flooring, ceiling

● Exterior Systems: foundation, walls, window systems, exterior doors, structural components, siding

● Mechanical systems

● Insulation

● ADA compliance

● Boiler systems

● Plumbing

● Parking lot systems

● Roofing and gutters

● HVAC and ductwork

● Lighting and electrical

● Fire and security alarm systems

● Wells

● Refrigeration

● Safety and security

● Water treatment systems

● Exterior lighting

● Technology upgrades/phone systems

● Classroom spaces and efficiency

IV - PHASE 2 LONG-RANGE FACILITIES PLAN

Using the District’s Facilities Assessment, the Consultant will develop a Long-Range Facility Plan (LRFP) to help inform the District of how its educational facilities will support the District’s educational vision in the next ten years. The LRFP will identify deficiencies in the current facilities that could impair the success of the District’s vision. The report will identify both short- and long-term actions for the District to take to solve the identified issues. The LRFP will take into account District budgetary constraints, as well as District educational priorities. All work will meet requirements identified in OAR 581-027-0040 and OAR 581-027-0043 and be conducted in consultation with the Superintendent, District staff, and School Board members. The Long-Range Facility Plan completion deadline is June 1, 2026.

Vision The Consultant will work with the Superintendent, School Board, staff, and community members to help articulate the district’s vision for facilities and their role in educating our students. They will develop charts, graphs, and other materials to share the outcome of this work.

Facilitation Assist the District Facilities Committee in the development of a facilities plan that can be used as the for a bond proposal; Develop a communications plan for sharing information, exchanging ideas and gathering feedback on all aspects of the facilities plan; Create a calendar for site visits, meetings, and events; Craft media deliverables (all medias); Facilitate community and district meetings; Develop feedback loops from community and staff on the facilities plan and the priorities set by the Committee; Assist the District Facilities Committee in creating a plan that is consistent with the financial resources available to the District as well as a plan to determine a future school improvement bond.

Long-Range Facility Plan Requirements All work must meet requirements as identified in OAR 581-027-0040 and OAR 581-027-0043.

Management of Project The North Santiam School District Superintendent and School Board will provide general overall direction of the project. The District Facilities Committee and assigned staff will be directly involved in the development of the Facilities Master Plan, while the District’s administrative team will coordinate the Community Outreach Services.

V- PROPOSAL FORMAT, FEES, EVALUATION, AND AWARD

Proposal Format All proposals must conform to the following format:

● A cover letter must be included as the first page of the Proposal. The cover letter should address the following matters: (a) a brief explanation of the Proposer’s understanding of the work to be performed, the commitment to perform the work within the time period, including an explanation on why the Proposer’s firm believes itself to be the best qualified to perform the commitment; (b) a statement acknowledging the acceptance of all terms and conditions; © disclosure of any and all judgments, pending or expected litigation, or other real or potential financial reversals that might materially affect the viability or stability of the proposing organization, or warrant that no such condition is known to exist.

● Proposals must include a signed Proposer Certification sheet (Appendix A). Appendix A must immediately follow the cover letter.

● Proposals must include a profile of the experience for the person that Proposer is proposing to lead this effort and any other of Proposer’s staff that will be involved.

● Proposals must address evaluation criteria in the same order as presented in this RFP.

● Describe three projects similar to the work scope described in this RFP. Include relevant data such as the number of buildings assessed and project dates.

● Provide references and contact information from all three projects.

● Additionally, the proposer, at their discretion, may submit samples of prior assessment deliverables similar to those requested in this RFP. A single copy of these materials may be submitted.

Fees Facility Assessment – Proposers are asked to provide a cost for each listed building.

Long-range Facility Plan – Proposers are asked to provide a lump sum cost for the District Plan.

Proposal Evaluation and Scoring The Evaluation Committee, consisting of not less than three (3) knowledgeable individuals (“evaluators”) shall evaluate the proposals. The proposal which, in the District’s sole and absolute judgment, best meets the needs of the District will be awarded.

The following scoring will be used to evaluate the proposals (100 points maximum):

1. Relevant Oregon experience with school facility projects. (30 pts)

2. Experience with facility planning and long-range committee facilitation. (15 pts)

3. Fee Structure. (20 pts)

4. Experience and expertise of key staff. (10 pts)

5. References from previous projects from the last 10 years. (15 pts)

6. Ability to work within a compact time period. (10 pts)

VI - PROPOSAL SUBMISSION

Proposers must submit (1) original and (2) complete copies of the proposal to: North Santiam School District, 1155 North 3rd Avenue, Stayton, OR 97383, no later than 2:00 p.m., October 8, 2025.

Proposals shall be submitted in a sealed, opaque envelope appropriately marked with the Proposal title, and the name and address of the Proposer. Electronic or faxed submissions will not be accepted. Failure to respond to any or all of the requested information may result in disqualification of the proposal by the District.

Cost of Preparation of Response Costs incurred by any Proposer in preparation of a response to this Request for Proposal shall be the responsibility of the Proposer.

Clarification or Protest of Specifications Any Proposer requiring clarification of the information or protesting any provision herein must submit specific questions/protests or comments in writing or by email to:

Rhonda Allen

Director of Business and Fiscal Services North Santiam School District

Phone: 503-769-4187 Email: rhona.allen@nsantiam.k12.or.us

The deadline for submitting questions and/or protests is October 31, 2025. If the District determines that additional information or interpretation is necessary, such information or interpretation will be supplied in Addenda and emailed to all persons or firms that have received this Request for Proposal. All such Addenda shall have the same binding effect as though contained in the main body of the Request for Proposal. Oral instructions or information concerning the specifications of the project from District managers, employees, or agents to prospective Proposers shall not bind the District. The Director of Business and Fiscal Services shall issue all addenda not less than five (5) working days prior to the proposal deadline.

Reservation of District Rights District reserves all rights regarding this RFP, including, without limitation, the following:

● The right to amend, delay, or cancel this RFP at any time if deemed to be in the District’s best interest.

In no event shall the District have any liability for any amendment, delay, or cancellation. The Proposer assumes the sole risk and responsibility for all expenses connected with the preparation of its proposal.

● The right to accept or reject any or all responses to this Request for Proposal, and to waive any informalities and/or irregularities in such proposals.

● The right to request clarification of any item in a firm’s proposal or to request additional information necessary to properly evaluate a particular proposal. All requests for clarification and responses shall be in writing. Except for requests and responses related to a clarification necessary to evaluate whether a proposal has met minimum requirements, all requests for clarification and responses shall be provided to each evaluation committee member.

● The right to negotiate a Statement of Services based on the Scope of Services described in the RFP and to negotiate separately in any manner necessary to serve the best interest of the District.

● The right to amend any Contracts that are a result of the RFP.

● The right to engage consultants by selection or procurement, independent of the RFP process or any Contracts or agreements under it to perform the same or similar services.

● The right to extend any Contracts that result from the RFP without an additional RFP process.

● Although price is a consideration in determining the apparent successful Proposer, the intent of the

RFP is to identify a Proposer with the specialized skill, knowledge, and resources to perform the Services as described in the RFP. The Proposer with the lowest Price proposal may not necessarily be awarded a Contract. The District reserves the sole right to determine the best Proposal.

Disputes In case of any doubt or differences of opinion as to the items or service to be furnished hereunder, or the interpretation of the provisions of the RFP, the decision of the District shall be final and binding upon all parties.

References District reserves the right to investigate references, including customers other than those listed in the proposer’s submission. Investigation may include past performance of any proposer with respect to its successful performance of similar projects, compliance with specifications and contractual obligations, its completion or delivery of a project on schedule, and its lawful payment of employees and workers.

Collusion A Proposer submitting a Proposal hereby certifies that no officer, agent, or employee of District has a pecuniary interest in this Proposal; that the Proposal is made in good faith without fraud, collusion, or connection of any kind with any other Proposer and that the Proposer is competing solely in its own behalf without connection with, or obligation to, any undisclosed person or firm.

Confidentiality The District is subject to the Oregon Public Records Law (ORS 192.410 to 192.505), which requires the District to disclose all records generated or received in the transaction of District business, except as expressly exempted in ORS 192.501, 192.502, or other applicable law. Examples of exemptions that could be relevant include trade secrets (ORS 192.501 (2)) and computer programs (ORS 192.501915). The District will not disclose records submitted by a Proposer that are exempt from disclosure under the Public Records Law.

In general, all submittals in response to this RFP are public records and available for inspection upon request.

Proposers who desire that information included as part of their submittal be treated as confidential must mark those pages as “confidential”, cite a specific statutory basis for the exemption, and the reasons why the public interest would be served by the confidentiality. The entire RFP cannot be marked confidential, nor, shall any pricing. Should an RFP be submitted in this manner, no portion of it can be held as confidential unless that portion is segregated in the above manner and meets the above criteria.

Notwithstanding the above procedures, the District reserves the right to disclose information that the District determines, in its sole discretion, is not exempt from disclosure or that the District is directed to disclose by the District Attorney or a court of competent jurisdiction. Prior to disclosing such information, the District will notify the Proposer. If the Proposer disagrees with the District’s decision, the District may, but is not required to enter into an agreement not to disclose the information so long as the Proposer bears the entire cost, including reasonable attorney’s fees, of any legal action, including any appeals, necessary to defend or support a no-disclosure decision.

Withdrawal of Proposal; Proposal Validity Period Proposals may be withdrawn before the RFP submittal deadline by submitting a written request to Rhonda Allen, Director of Business and Fiscal Services. Proposals that are not so withdrawn shall remain valid for ninety (90) days following the deadline set for receiving proposals.

Submitted Materials Property of District All material submitted for any portion of this solicitation shall become the property of the District and will not be returned to proposers.

Sufficient Appropriation Any contract awarded as a result of this RFP process may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the Proposer. The District’s decision as to whether sufficient appropriations and authorization are available will be accepted by the Proposer as final. If the determination is made that there is insufficient funding to continue or finalize the proposal, the successful Proposer will be compensated to the level of effort performed, as authorized by the District prior to that determination.

VII - CONTRACT TERMS AND CONDITIONS

North Santiam School District Proposers are advised to thoroughly review and familiarize themselves with the standard contract incorporated as Appendix B.

● If a Proposer takes exception to any of these terms, it is advised to contact the Accounting Manager, per Section VI of this RFP.

● At minimum, the proposal must reflect in writing any exceptions to specific terms and conditions. District may reject a proposal with significant exceptions to terms and conditions.

● If a successful Proposer does not take either of the two steps above, he or she will be expected to sign a contract that includes all standard terms and conditions contained in the sample contract.

● Certain contract terms reflect state statute and may not be altered.

● The district reserves the right to negotiate final contract terms with the awarded Proposer to the fullest extent allowed by law and as in the district's best interests.

Insurance Proposers are advised to review the insurance requirements contained in the sample contract. Before entering into the contract, the successful Proposer shall furnish to the District certificates of insurance verifying all such coverages are in place with the District named as an additional insured. District will not agree to changes that unreasonably increase District’s risk.

Negotiation with Awarded Contractor The District reserves the right to negotiate final contract terms with the awarded contractor to the fullest extent allowed by law and as in the best interest of the District.

Personnel Substitution If a Contractor must substitute personnel included in the original proposal, the following conditions shall apply:

Written District approval of substituted personnel is required, prior to the substitution.

APPENDIX A - Proposers Certifications and Representations

The undersigned hereby certifies that Proposer:

1. Has the authority and/or responsibility to submit a proposal and to represent the organization in all phases of this RFP process.

2. The information is true and accurate to the best of their knowledge.

3. Shall furnish, within the time specified, the Proposer’s Submittal, the items/services as indicated in the

RFP and the Resultant Contract.

4. Is a ☐ Resident Proposer, ☐ Non-Resident Proposer, as defined in ORS 279A.120, of the State of

Oregon, and has not discriminated against any minority, women, or emerging small business enterprises in obtaining any required subcontracts, in accordance with ORS 279A.110.ORS 279A.120

(2) states "For the purposes of awarding a public contract, a contracting agency shall:

a. Give preference to goods or services that have been manufactured or produced in this state if price, fitness, availability, and quality are otherwise equal; and

b. Add a percent increase to the bid of a nonresident bidder equal to the percent, if any, of the preference given to the bidder in the state in which the bidder resides.” "Resident bidder" means a bidder that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid, has a business address in this state and has stated in the bid whether the bidder is a "resident bidder". (ORS 279A.120)

c. "Non-resident bidder" means a bidder who is not a "resident bidder" as defined above. (ORS 279A.120 (a))

5. Understands any false statement may disqualify this proposal from further consideration or be cause for contract termination.

6. Understands by submitting this RFP Proposal, the undersigned certifies conformance to the applicable Federal Acts, Executive Orders and Oregon Statutes and Regulations concerning Affirmative Action toward equal employment opportunities. All information and reports required by the federal or Oregon state governments that are responsible for the enforcement of such laws shall be supplied to the district upon request for purposes of investigation to ascertain compliance with such acts, regulations, and orders.

7. Has not discriminated and will not discriminate against minority, women, or emerging small business enterprises in obtaining any required subcontracts, and the Proposer is not in violation of any discrimination laws.

8. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY

MATTERS - The Proposer certifies to the best of its knowledge and belief that neither it nor any of its principals:

a. 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;

b. 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;

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

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

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

and

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

9. Acknowledges Receipt of Addenda No's. _____________ through __________________ inclusive.

Proposer’s Federal Tax ID # (EIN) ___________________ or Social Security # _____________________

FAILURE TO SIGN AND SUBMIT THIS FORM MAY BE CAUSE FOR PROPOSAL REJECTION

Company Name: _______________________________________________

Street Address: ________________________________________________

City: ________________________ State: _______ Zip: __________

Phone: _______________________ Fax: _____________________

Email: _________________________________________________

Webpage: ______________________________________________

Name: _________________________________________________ (Printed)

Signature: ______________________________________________ Date: ____________________

Title: __________________________________________________

APPENDIX B - NORTH SANTIAM SCHOOL DISTRICT PROFESSIONAL SERVICES

CONTRACT

This Contract is between North Santiam School District (the "District") and INSERT CONTRACTOR NAME ("Contractor").

The parties agree as follows:

Effective Date and Termination Date. The effective date of this Contract shall be November 7, 2025, or the date on which each party has signed this Contract, whichever is later. Unless earlier terminated as provided below, the termination date shall be June 15, 2026.

Contractor's Agreement to Sell Services. Contractor agrees to sell to or provide the District with the Professional Services described in Exhibit 1.

Statement of Work. Contractor shall perform the work described in Exhibit 1.

Contract Price. The Maximum not-to-exceed compensation payable to Contractor under this Contract, which includes authorized expenses, is $________________, and is payable in accordance with Exhibit 1.

Contract Documents. The Contract Documents consist of the following documents which are listed in descending order of precedence: this Contract; exhibits to this Contract, including Exhibit 1 (Statement of Work, Compensation, Payment, and Renewal Terms); Exhibit 2 (Insurance Requirements); Exhibit 3 (Certification Statement for Corporation or Independent Contractor); and Exhibit 4 (Workers' Compensation Exemption Certificate).

A conflict in the Contract Documents shall be resolved in the priority listed above with this Contract taking precedence over all other documents. The Contract Documents are the entire contract between the parties and shall supersede any prior representations, written or oral.

Warranty. Contractor warrants to the District that all work shall be performed in accordance with the applicable professional standard of care, free of defects in design, and in accordance with all applicable laws, regulations, and ordinances.

STANDARD TERMS AND CONDITIONS

1. Time is of the Essence. Time is of the essence in the performance of this Contract.

2. Subcontracts and Assignment. Contractor shall not subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of the District, which may be withheld without cause.

3. Other Contractors. The District may undertake or award other contracts for additional or related work, and the Contractor shall fully cooperate with such other contractors and with any District employees concerned with such additional or related work and shall coordinate its performance under this Contract with such additional or related work. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by District employees.

4. Independent Contractor Status. Contractor shall certify status as an independent contractor in accordance with Exhibit 3.

5. No Third-Party Beneficiaries. The District and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives 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.

6. 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, if any.

7. Nonperformance. In the event of nonperformance under this Contract, the District, after seven (7) days' written notice, shall have the right to obtain from other sources such products and/or services as may be required to accomplish the work not performed, and it is agreed that the difference in cost, if any, for said work or goods shall be borne by the Contractor. For purposes of this section, nonperformance shall be defined as failure to appear and perform work and/or deliver work product as specified and scheduled.

8. Early Termination. This Contract may be terminated as follows unless otherwise specified herein:

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

b. The District in its sole discretion may terminate this Contract at will on 10 days' written notice to

Contractor.

c. Either the 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 paragraph 8(c), the 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.

9. Payment of Invoices

a. Method of Payment. Contractor shall bill the District monthly as services are performed.

Payment shall be made as provided in Exhibit 1.

b. Payment on Early Termination. Upon termination pursuant to paragraph 8, payment shall be made as follows:

i. If terminated under 8(a) or 8(b) 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. The District shall not be liable for direct, indirect, or consequential damages. Termination shall not result in a waiver of any other claim the District may have against Contractor.

ii. If terminated under 8(c) 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.

iii. If terminated under 8(c) or 8(d) 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.

10.Payment for Medical Care and Workers' Compensation (Required by 279B.230)

a. Contractor shall promptly, as due, make payment to any person, co-partnership, association, or corporation furnishing medical, surgical, and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the Contractor, of all sums that the Contractor agrees to pay for the services and all moneys and sums that the Contractor collected or deducted from the wages of employees under any law, contract, or agreement for the purpose of providing or paying for the services.

b. All subject employers working under the Contract are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126. See Contractor Exemption Certification – Exhibit 4 if you believe you may be exempt from this requirement.

11.Non-Appropriation/Adequate Funding

a. If payment for work under this Contract extends into the District's next fiscal year, the District's obligation to pay for such work is subject to approval of future appropriations to fund this Contract by the School Board.

b. Continuation of this Contract, at specified levels, is conditioned on adequate funding under the District's budget adopted in June of each year. The District reserves the right to adjust the level of services in accordance with funding levels adopted.

12.Remedies. In the event of breach of this Contract, the parties shall have the following remedies:

a. If terminated under subsection 8(c) by the District due to a breach by the Contractor, the District may complete the work 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.

b. In addition to the remedies in paragraphs 8 and 9 for a breach by the Contractor, the District shall also be entitled to any other equitable and legal remedies that are available.

c. If the 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.

13.Hazardous Chemicals. Contractor shall notify the District prior to using products containing hazardous chemicals to which the District's students or employees may be exposed. Products containing hazardous chemicals are those products as defined in OAR Chapter 437. Upon the District's request, Contractor shall immediately provide Materials Safety Data Sheets in conformance with the requirements of OAR 437-004-9800.

14.Errors. The Contractor shall perform such additional work as may be necessary to correct errors in the work required under this Contract without undue delays and without additional cost.

15.Access to Records. The Contractor agrees that the District and its authorized representatives shall have access to the books, documents, papers, and records of the Contractor which are directly pertinent to the specific Contract for the purpose of making audit, examination, excerpts, and transcripts. Contractor shall maintain all fiscal records directly relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document Contractor's performance.

Contractor acknowledges and agrees that the District's duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of Contractor that are pertinent to this Contract to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of three (3) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy, or litigation arising out of or related to this Contract, whichever date is later.

16.Ownership of Work. All work products created by the Contractor as part of Contractor's performance of this Contract, including background data, documentation, and staff work that is preliminary to final reports, shall be the exclusive property of the District. If any such work products contain intellectual property of the Contractor that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants the District a perpetual, royalty-free, fully paid-up, non-exclusive and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, use, re-use, in whole or in part, and to authorize others to do so, all such work products. The District shall have no rights in any pre-existing work product of Contractor provided to the District by Contractor in the performance of this Contract except to copy, use, and re-use any such work product for District use only. If this Contract is terminated by either party or by default, the District, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver such partially completed work products, reports, or other documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract.

17.When Work is Performed on District Property, Contractor shall comply with the following:

a. Identification. Contractors performing work on District property or for the District shall be in full uniform at all times. Uniforms shall include shirt with company identification attached. In addition, all such persons shall carry photo identification and will present such to anyone on request. If such identification cannot be produced by Contractor, or is not acceptable to the District, the District may provide at its sole discretion, such identification tags to Contractor.

Contractor shall bear the entire cost of producing and assigning such identification. Contractors that do not have specific uniforms for employees shall provide identification tags as described above, and/or any other mechanism, that the District in its sole discretion determines is required to easily identify Contractors. As required by schools served by the District, on each day of work Contractor's employees shall sign into the Main Office to receive an in-school identification/visitor tag to be displayed on the person at all times they are in the school or other location.

b. No Smoking. Smoking or other use of tobacco is prohibited on District property.

c. No Drugs. District property sites and schools served by the District are drug-free zones.

d. No Weapons or Firearms. Except as provided by Oregon statutes and District policy, weapons and firearms are prohibited on District property.

e. Safety. Prior to instituting work on District property, Contractor, its subcontractors, and suppliers shall review the safety and security policies issued by the District's Risk Management Department and shall comply with those policies while on District property.

f. Confidentiality. Contractor will not disclose any information or records regarding students or their families that Contractor may learn or obtain in the course and scope of Contractor's performance of this Contract.

g. No Unsupervised Contact with Students. "Unsupervised contact with students" means contact with students that provide the person opportunity and probability for personal communication or touch when not under direct supervision. Contractor will ensure that Contractor, any subcontractors, and their officers, agents, and employees will have no direct unsupervised contact with students while on District property. Contractor will work with the District to ensure compliance with this requirement. If Contractor is unable to ensure through a security plan that none of its officers, agents, or employees will have direct, unsupervised contact with students in a particular circumstance or circumstances, Contractor shall notify the District prior to beginning any work that could result in such contact. Contractor authorizes the District to obtain information about Contractor and Contractor's history and to conduct a criminal background check, including fingerprinting, of any officer, agent, or employee of Contractor that will have unsupervised contact with students. Contractor also agrees to cause Contractor's employees and/or subcontractors, if any, to authorize the District to conduct such background checks.

Contractor shall pay all fees assessed by the Oregon Department of Education for processing the background check. The District may deduct the cost of such fees from a progress or final payment to the Contractor under this Contract unless the Contractor elects to pay such fees directly.

18.Employment Standards. The Contractor agrees that upon request by the District, it shall remove from all District premises any Contractor's employee who, in the sole opinion of the District, is guilty of improper conduct, bringing any unauthorized personnel (including their own children) into a facility, or is not qualified to perform the work assigned.

19.Security. Any disclosure or removal of any matter and/or property on the part of the Contractor or Contractor's employees shall be cause for immediate cancellation of the Contract. Any liability, including but not limited to, attorney fees, resulting from any action or suit brought against the District as a result of the Contractor's or Contractor's employees' willful or negligent release of information, documents, or property contained in or on District property shall be borne by the Contractor. All information, documents, and property contained within these facilities shall be considered privileged and confidential.

20.Compliance with Applicable Law. Contractor shall comply with all federal, state, and local laws applicable to public contracts and to the work done under this Contract, and all regulations and administrative rules established pursuant to those laws.

21.Printing, Binding, and Stationery Work (Required by ORS 282.210). If this solicitation is for the purpose of obtaining printing, binding, or stationery work, work awarded under this solicitation shall be performed within this state, unless subject to exception under ORS 282.210(2).

22.Public Employee Retirement System. Contractor represents and warrants that

a. Contractor is not active as an employee in the Public Employee Retirement System

b. Contractor has not received wages from the District or any other public entity during this calendar or fiscal year.

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

24.Insurance. Contractor shall provide insurance in accordance with Exhibit 2.

25.Waiver. Waiver of any default under this Contract by the District shall not be deemed to be a waiver of any subsequent default or a modification of the provisions of this Contract.

26.Governing Law. The provisions of this Contract shall be construed in accordance with the laws of the State of Oregon and rules of the District as they appear at the time of signing or any subsequent addenda. Any legal action involving any question arising under this Contract must be brought in Jackson County Circuit Court. If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the State of Oregon.

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

28.Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification, or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given.

29.Anti-discrimination Clause. Contractor must comply with all applicable requirements of federal and state civil rights law and rehabilitation statutes and shall not discriminate based on race, religion, color, sex, marital status, familial status, national origin, age, mental or physical disability, sexual orientation, source of income, or political affiliation in programs, activities, services, benefits, or employment.

Contractor shall not discriminate against minority-owned, women-owned, or emerging small businesses.

30.Attorney Fees. If a suit or action is filed to enforce any of the terms of this Contract, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum which a court, including any appellate court, may adjudge reasonable as attorney's fees. In the event the prevailing party is represented by "in-house" counsel, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based upon the reasonable time incurred and the attorney fee rates and charges reasonably and generally accepted in Jackson County, Oregon for the type of legal services performed.

31.Rule of Construction. The rule of construction that a contract is construed against the drafter shall not apply to any dispute over the interpretation of application of the Contract.

32.Notices. All notices or demands of any kind required or desired to be given by District or Contractor must be in writing and shall be deemed delivered upon depositing the notice or demand in the United States mail, certified or registered, postage prepaid, addressed to the respective party at the addresses here:

District Contractor

Name: North Santiam School District Name:

Attn: Rhonda Allen Attn:

Address: 1155 N 3rd Ave.

Stayton, OR 97383

Address:

EXHIBIT 1

Professional Services Contract

STATEMENT OF WORK, COMPENSATION, PAYMENT, and RENEWAL TERMS**

1. Contractor shall perform the following work: DESCRIBE OR REFERENCE EXHIBIT, SUCH AS

CONTRACTOR'S PROPOSAL OR THE RFP

2. The maximum total payment under this Contract, including expenses: DESCRIBE OR REFERENCE

EXHIBIT, SUCH AS CONTRACTOR'S PROPOSAL OR THE RFP

This amount includes any allowable expenses. The District will not pay Contractor any amount in excess of the maximum total payment 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 to this Contract, the amendment must be in writing and fully executed before the Contractor performs work subject to the amendment.

3. The District shall pay Contractor on the following basis (include any expenses and the terms and conditions of such expenses): DESCRIBE OR REFERENCE EXHIBIT, SUCH AS CONTRACTOR'S

PROPOSAL

4. The District will pay expenses on the following terms and conditions: DESCRIBE OR REFERENCE

EXHIBIT, SUCH AS CONTRACTOR'S PROPOSAL OR THE RFP

5. This Contract may be renewed on the following basis: This Contract will terminate on completion of the work.

**The District shall have the right to withhold from payments due Contractor such sums as are necessary in the District's sole opinion to protect the District from any loss, damage, or claim which may result from Contractor's failure to perform in accordance with the terms of the Contract or failure to make proper payment to suppliers or subcontractors.

EXHIBIT 2

INSURANCE REQUIREMENTS

Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below:

Workers' Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage in accordance with ORS Chapter 656 for all subject workers.

Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027 (See Exhibit 4).

THIS COVERAGE IS REQUIRED. Attach Certificate of Insurance. If the Contractor does not have coverage and claims to be exempt, attach Exhibit 4 in lieu of Certificate.

Additional Requirements. Coverage must be provided by an insurance company admitted to do business in Oregon or rated A- or better by Best's Insurance Rating. Contractor shall pay all deductibles and retentions.

A cross-liability clause or separation of insureds condition must be included in all…