ࡱ> y -bjbj {{DDDDD|&N&!!!!"n$B%liMkMkMkMkMkMkM$LPRJMQD%""%%MDD!!4M(((%FD!D!iM(%iM((5GiJ!Pm'e%QH"UMM0&NsHHS&HSDiJHSDiJ%%(%%%%%MM(%%%&N%%%%HS%%%%%%%%% :  Request for Quotations Personal Services College of Arts and Sciences (CAS) Branding Services Quotations due by:  FORMTEXT July 26, 2012, 5:00 P.M. Contact:  FORMTEXT Lisa Raleigh Phone:  FORMTEXT 541-346-3939 Fax:  FORMTEXT 541-346-1150 Email:  FORMTEXT raleigh@uoregon.edu Department:  FORMTEXT College of Arts and Sciences Dean's Communications Address:  FORMTEXT 1245 University of Oregon, Eugene, OR 97403 Submittal Instructions: Enter the requested information on the Request for Quotations form, print and sign it. Prepare your complete response, including the Request for Quotations form and any additional documents. Submit the complete response via email, facsimile or US mail to the department contact noted above. General Information: Quotations to provide personal services as described below in the Scope of Work, will be received by the State Board of Higher Education acting by and through the University of Oregon (University). Please use this form to submit your response pursuant to the submittal instructions by the date and time shown above. Additional documents may be included as part of the response, please provide all documents in Word format. By providing a quote in response to this Request for Quotations, Contractor agrees to the terms and conditions contained in this Request for Quotations and further agrees to the attached Personal Services Contract Standard Contract Provisions (Attachment A). Any contract resulting from this Request for Quotations will be subject to Attachment A. Responses submitted on other than this form, after the due date and time, not signed or that contain any exceptions or modification to the terms and conditions contained in this Request for Quotations or Attachment A, may be deemed non-responsive by University in its sole discretion.  FORMCHECKBOX  If checked, this quotation is subject to additional University terms and conditions attached and titled: Attachment D Personal Services Contract Insurance Requirements Background: This Request for Quotations (RFQ) is being issued because the College of Arts and Sciences (College) at the University of Oregon (UO) seeks to develop a visual identity system that will advance brand awareness for the College. The intent of this RFQ is to obtain the services of a highly qualified and experienced agency or consultant to build on an existing strategic messaging platform to create a new look and feel for the College that is compatible with the University of Oregon brand guidelines and also establishes a distinctive position for the College within the UO brand universe. The University of Oregon, founded in 1876, is the states flagship institution. Located in Eugene, an energetic college town, the university offers academic excellence and hands-on learning opportunities in a welcoming atmosphere. The UO's student population is 24,447with 14,345 (59%) enrolled in the College of Arts and Sciences. Beyond this enrollment figure, however, the College of Arts and Sciences serves virtually all UO undergraduates, no matter what their eventual major field of study, as the UO requires the completion of a foundational liberal arts curriculum in the College of Arts and Sciences. Essentially, the College of Arts and Sciences is the "heart and soul" of the University of Oregon because it is home to the core academic programs that support the entire university. For those students who wish to pursue a degree in a liberal arts discipline, the College of Arts and Sciences offers 49 degree programs in the  HYPERLINK "http://cas.uoregon.edu/departments-and-programs/humanities/introduction/" Humanities,  HYPERLINK "http://cas.uoregon.edu/departments-and-programs/social-sciences/introduction/" Social Sciences and Natural Sciencesranging from Medieval Studies to Anthropology to Molecular Biology. Students may also choose to earn a degree in one of the UO's professional schoolsbusiness, journalism, education, music and dance, and architecture and allied artsafter completing their core curriculum in the College. (There is also a law school granting post-baccalaureate degrees.) However, the vast majority (2/3) of UO students complete their full course of study in the College, going on to earn their degree in one of the liberal arts and sciences disciplines. In contrast, the total number of students completing their degrees in all of the professional schools combined comprise about 1/3 of the degrees granted by the UO. Besides providing the academic core for all undergraduates, the College of Arts and Sciences also grants nearly 3/4 of the UO's doctoral degrees. Among our faculty, we boast some of most accomplished and best known researchers in the world. The University of Oregon is among the 108 institutions chosen from 4,633 U.S. universities for top-tier designation of "Very High Research Activity" in the 2010 Carnegie Classification of Institutions of Higher Education. The UO also is one of two Pacific Northwest members of the Association of American Universities. These prestigious research designations owe in large part to the research activity of the faculty in the College of Arts and Sciences. These dual strengthsliberal arts core + internationally recognized research enterprisegive the College of Arts and Sciences its unique value proposition within the UO brand promise. University of Oregons brand promise As described in the UO Style Manual: Research tells us that the UO offers something special to everyone who comes into contact with it. Stakeholders consistently describe the UOs open environment, which embraces diverse beliefs, cultures and values, as an important theme that distinguishes the UO from other universities. Beyond that, research tells us that the UO's beautiful campus is also an important asset because Eugene is considered by all of our target audiences to be a true college town where people genuinely care about one another. It is also a fun, vibrant and comfortable place to live, study and work. With this in mind, the UO's promise to its stakeholders is simple, but powerful: The University of Oregon delivers open, welcoming opportunities for academic excellence and personal exploration in a progressive, ideal college town. Our institutional personality has been described by stakeholders as: Independent Individualistic Goal-oriented Unconventional Adventurous Progressive Inclusive Friendly Fun Helpful Proud Smart Outgoing Active Experimental Key themes of the UO brand Academic excellenceThe UO is a remarkable university with a reputation for academic excellence that attracts the brightest students from Oregon and elsewhere in the world. Welcoming atmosphereThe UO ensures that students as well as faculty and staff members feel involved and welcome. Human scaleThe UO offers its students, faculty, and staff a compelling blend of teaching and research that can be described as discovery on a human scale. This approach results in an ideal blend of uncrowded classrooms, accessible teachers, and an optimum learning and lifestyle balance. Open to diversityThe UO is open to diverse ideas and lifestyles. Peoples differences are welcomed and encouraged here. Supportive communityThe on- and off-campus community cares about UO students and supports university initiatives. Unique sense of placeThe UO campus is beautiful year-round and is located in the Pacific Northwest, a naturally stunning region of the U.S. World-class athleticsThe UOs participation in Pac-12 athletics creates a distinctive energy on campus. Environmental DNAThe UO is committed to making environmentally conscious choices in how we live and work on campus. Behaving as conscientious environmental stewards and making sustainable choices are part of our DNA. The College of Arts and Sciences brand promise The #1 theme above academic excellence is at the heart of the College of Arts and Sciences brand initiative. Through our branding efforts, supported by compelling storytelling that demonstrates and articulates exactly what we mean by academic excellence, we aim to promote our brand promise: In a world of rapid change, students are preparing for careers that might not even exist today, and the College of Arts and Sciences is committed to setting students on the path to inventing their own future, with the relevant knowledge, skills and resources they gain from the liberal arts core and direct interaction with research faculty who will inspire and guide them. Essentially, the College of Arts and Sciences brand promise goes deep in terms of realizing the emphasis on academic excellence in the UO's brand promise. Attributes of the College of Arts and Sciences personality echo and expand upon the overall UO brand: Confident Smart Creative Spirited Curious As do our brand values: Courageous Community Open-minded Dedicated Passionate Audiences Prior to this branding initiative, the College of Arts and Sciences considered its primary audience for outward-facing messaging to be alumni and donors. However, we came to realize that alumni actually have little connection with the College itself because they had no identification with it when they were students. Unlike students in, say, the business school, who might think of themselves as business school students and then graduates of that school, College of Arts and Sciences students (and alumni) don't think of themselves as being part of the College but identify instead with their home department (e.g., "I'm a political science grad") and with the University of Oregon overall ("I'm a Duck"). We therefore are refocusing our emphasis on students as our primary audience. Secondary audiences include: Alumni Donors Graduate students (prospective and current) Prospective faculty Press We have developed a messaging matrix focused on a strategic subset of these audiencesprospective students, current students, alumni, donors and ideal donorsand this will serve as a basis for a visual brand system. Because of the wide range of demographics among these audiences, a key component of this project will be flexibility of design that helps us optimally communicate with different audiences, depending on their age range and relationship to the College. Summary of current status The College of Arts and Sciences has been engaged in this branding initiative for the past eighteen months, working with an outside consultant to guide us toward identifying our new primary audience (students) and developing both a creative brief for the work that lies ahead and the messaging matrix mentioned above. These will serve as a strategic foundation for the visual identity system. An additional potential resource: A preliminary survey of undergraduates will be conducted over the summer to determine their current perceptions of the College of Arts and Sciences, and the results of this survey may be useful to consider as this project progresses. Scope of Work: This project will involve the following deliverables: The development of a wordmark for the College that complements the UO style guidelines while also establishing a distinctive look for the College, and the delivery of a complete set of electronic assets related to the wordmark. The development of a set of visual identity guidelines for the College that build on University of Oregon brand standardsand potentially the Admissions guidelinesto serve as a scalable framework for future projects such as: redesign of the College website redesign of the College magazine College-related collateral iPad presentations PowerPoint templates print and electronic newsletters print/web ads t-shirts events (signage, invitations, nametags, etc.) environmental graphics other print and electronic implementations of the College brand These guidelines should include (but not be limited to): type treatment(s) color palette (potentially variations for different audiences) graphical elements/themes/motifs photography guidelines Creative visualization of how the proposed tagline"The Duck Starts Here"might be used. The treatment of this tagline can incorporate photos or other images of the Duck, as appropriate and consistent with UO rules around Duck mascot imagery. Timeline: Our goal is for the above deliverables to be completed by October 1, 2012. Qualifications: Ability to meet stated timeline. Demonstrated experience in performing projects similar to the content of this RFQ. Submittals: Qualifications of the Contractor to perform the contract, including providing a firm resume, as well as a description of the resources available to Contractor to perform the project. A description of the Contractors experience performing projects similar in type and magnitude to the subject of this RFQ. Contractors must include a minimum of three examples. Responses must also include work samples of similar projects (e.g. photographs, literature, schematics, report samples, etc.). A list of three clients and contact information for whom similar projects have been completed by the Contractor. These clients may be contacted by University for an evaluation and assessment of the Contractors performance. A full description of how Contractor would approach this project and fully address all deliverables listed above. An itemized budget of cost estimates for Work to be performed to complete the Project. The itemized budget must set forth a total price. A proposed timeline with breakdown of time allocated for implementation and delivery of all deliverables identified above with anticipated milestones. College of Arts and Sciences (CAS) Branding Services Quote for Requested Scope of Work to be Completed by Contractor Check all items applicable to this Request for Quotation:  FORMCHECKBOX  Response/Informal Proposal included with submittal addresses the following:  FORMCHECKBOX   FORMTEXT [INSERT TYPE OF SUBMITTAL, IE. REFERENCES, QUALIFICATIONS]  FORMCHECKBOX   FORMTEXT [INSERT TYPE OF SUBMITTAL, IE. REFERENCES, QUALIFICATIONS] Price Quote for Services:  FORMCHECKBOX  Fixed Fee:  FORMTEXT        FORMCHECKBOX  Variable Fee  Define Structure (ie. Rate per hour or per deliverable):  FORMTEXT       Prices shall be firm for three months Contractor agrees to furnish the above according to University s terms, conditions, and specifications. Contractor:  FORMTEXT       Signature:  FORMTEXT       Print Name:  FORMTEXT       Date:  FORMTEXT       Address:  FORMTEXT       Email:  FORMTEXT       Phone:  FORMTEXT       Fax:  FORMTEXT        FORMCHECKBOX  No Quote. Date Contacted:  FORMTEXT      Reason:  FORMTEXT       ATTACHMENT A PERSONAL SERVICES CONTRACT STANDARD CONTRACT PROVISIONS ACCESS TO RECORDS. Contractor will maintain records, sufficient to accurately document its performance of this Contract. University will have access to such records of Contractor for the purpose of determining compliance with this Contract. Contractor will retain all such records, for a minimum of six years following final payment under or termination of this Contract, or such longer period as may be required by applicable law or to conclude any audit, review, or controversy. INDEMNITY FOR INFRINGEMENT CLAIMS. EXCEPT TO THE EXTENT ARISING FROM MATERIALS PROVIDED TO CONTRACTOR BY UNIVERSITY, WHICH MATERIALS ARE UTILIZED BY CONTRACTOR IN THEIR UNALTERED FORM AND WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION CLAUSE REFERENCED IN THE HOLD HARMELSS SECTION BELOW, CONTRACTOR EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS UNIVERSITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE DELIVERABLES INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. The indemnity under this Section will not apply to the extent such alleged or actual infringement arises as a result of (i) modifications of such work made by University which were not approved by Contractor, or (ii) Contractors compliance with any of Universitys designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, nonappealable order that the work is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this Section, Contractor will, at its option, either (1) procure for University the right to continue using such infringing work; (2) replace the infringing work with a non-infringing item of like form, fit or function; or (3) modify the work so that it no longer infringes. HOLD HARMLESS. Contractor will be responsible for all damage to property, injury to persons, and loss, expense, inconvenience, and delay which may be caused by, or result from any act or omission of Contractor, its subcontractors, agents, or employees. Contractor will indemnify and hold harmless University and its governing board and their directors, officers, agents, employees, and members from all claims, suits, and actions of any nature resulting from or arising out of the acts or omissions of Contractor or its subcontractors, officers, agents, or employees. INSURANCE. Contractor will secure insurance at Contractors expense and keep that insurance in effect during the term of this Contract as indicated on Attachment D, if attached. INDEPENDENT CONTRACTOR STATUS. The service(s) to be rendered under this Contract are those of an independent contractor. Contractor is not to be considered an agent or employee of University for any purpose, and neither Contractor nor any of Contractor's agents or employees are entitled to any of the benefits that University provides for its employees. Nothing in this Contract will be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the Parties. OWNERSHIP OF WORK PRODUCT. All work product of Contractor that results from this Contract (Work Product) is the exclusive property of University. University and Contractor intend that such Work Product be deemed "work made for hire" of which University will be deemed the author. If for any reason the Work Product is not deemed "work made for hire," Contractor by this Contract irrevocably assigns to University all its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor will execute such further documents and instruments as University may reasonably request in order to fully vest such rights in University. Contractor forever waives any and all rights relating to the Work Product, including without limitation, any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants that (1) Contractor has the power and authority to enter into and perform this Contract; (2) The individual signing for Contractor is authorized to execute this Contract on behalf of Contractor; (3) This Contract, when executed and delivered, will be a valid and binding obligation of Contractor, enforceable in accordance with its terms; (4) The work under this Contract will be performed in a good and workmanlike manner and in accordance with the highest professional standards; (5) Contractor will, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the work; and (6) Contractors name, as it appears in this Contract, is Contractors legal name, as it will appear in the Contractors W-9, and if Contractor is an entity rather than an individual that the entity named in this Contract is validly existing and in good standing. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided; SUBCONTRACTS AND ASSIGNMENTS. Contractor will not subcontract, assign, or transfer any of its interest in this Contract without obtaining prior written approval from University, which consent may be withheld by University in its sole discretion. As a condition to requesting prior written approval, Contractor must provide a written copy of any such proposed assignment or subcontract to University. University's consent to any assignment or subcontract will not relieve Contractor of any of its duties or obligations under this Contract. Any assignment or subcontract in contravention of this Section will be null and void. TERMINATION. (a) This Contract may be terminated at any time by mutual written consent of both Parties. (b) University may at its sole discretion terminate this Contract in whole or in part upon thirty 30-days written notice to Contractor. (c) University may terminate this Contract effective upon delivery of written notice to Contractor, or at such later date as may be established by University, if (i) federal or state regulations or guidelines are modified, changed, or interpreted in such a way that either the work under this Contract is prohibited or University is prohibited from paying for such work from the planned funding source; or (ii) any license or certificate required by law or regulation to be held by Contractor to provide the services required by this Contract is for any reason denied, revoked, or not renewed. (d) University may terminate this Contract for default (including breach of contract) if (i) Contractor fails to provide services or deliverables called for by this Contract within the time specified in this Contract or any extension of this Contract; or (ii) Contractor fails to perform any of the other provisions of this Contract, or so fails to pursue the work as to endanger performance of this Contract in accordance with its terms, and after receipt of notice from University, fails to correct such failures within ten business days. (e) Contractor may terminate this Contract upon 30-days written notice to University if University fails to pay Contractor pursuant to the terms of this Contract and University does not cure such failure to pay within 30 business days after receipt of Contractor's written notice, or such longer period as Contractor may specify. TERMINATION DUE TO NONAPPROPRIATION OF FUNDS. University may terminate this Contract upon written notice to Contractor if University has not: (a) Received from the Oregon Legislative Assembly appropriations, limitations or other expenditure authority, or (ii) Received allotments pursuant ORS Chapter 291 sufficient to allow University, in the exercise of its reasonable administrative discretion, to pay the amounts of this Contract. REMEDIES. (a) In the event of termination pursuant to Section 9(b), 9(c)(i), or 10, Contractor's sole remedy will be a claim for the sum designated for accomplishing the work multiplied by the percentage of work completed and accepted by University, less previous amounts paid and any claim(s) which University has against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this subsection, Contractor will pay any excess to University upon demand. (b) In the event of termination pursuant to Sections 9(c)(ii) or (d), University will have any remedy available to it in law or equity. If it is determined for any reason that Contractor was not in default under these subsections, the rights and obligations of the Parties will be the same as if the Contract was terminated pursuant to Section 9(b). (c) Upon receiving a notice of termination of this Contract, Contractor will immediately cease all activities under this Contract, unless University expressly directs otherwise in writing. Upon termination of this Contract, Contractor will deliver to University all Work Product, documents, information, works-in-progress and other materials that are or would be deliverables or otherwise the property of University had the Contract been completed. Upon University's request, Contractor will surrender to anyone University designates, all documents, research or objects or other tangible things needed to complete the work. CONFLICT OF INTEREST. Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner with or prohibit Contractors full performance of this Contract. Contractor also covenants that in the performance of this Contract no person having any such interest will be employed. Contractor further covenants that its performance of this Contract will not cause any employee or volunteer of University to violate ORS Chapter 244. NON-RESIDENT FOREIGN CONTRACTORS. For non-resident foreign Contractors with U.S. sourced income, University will withhold Federal Tax at the applicable tax rate from Contractor's fee unless Contractor is eligible for tax treaty benefits, or qualifies for exemption under other areas of the tax code. Contractor must provide a completed and signed US Internal Revenue Service (IRS) Form to claim tax treaty benefits (8233 or appropriate W8 form). Contractor must have a U.S. reporting Identification Number, a Social Security Number (SSN), IRS Tax Identification Number (ITIN), or Employer Identification Number (EIN) to be eligible for tax treaty benefits. If applicable, Contractor will enter the US in a legal status allowing Contractor to work for University as evidenced by the US Citizenship and Immigration Services (USCIS) I-94 stamped or attached to Contractors passport or this Contract is void. LIMITATION OF LIABILITIES. UNIVERSITY WILL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES UNDER THIS CONTRACT, OR (ii) ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS CONTRACT IN ACCORDANCE WITH ITS TERMS. NOTICES. Except as otherwise expressly provided in this Contract, any communications between the Parties or notices to be given under this Contract will be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or University at the address or number set forth on the signature page of this Contract, or to such other addresses or numbers as the Parties may from time to time direct in writing. Any communication or notice so addressed and mailed will be deemed to be given five days after mailing. Any communication or notice delivered by facsimile will be deemed to be given when receipt of the transmission is generated by the transmitting machine. To be effective against University, such facsimile transmission must be confirmed by telephone notice to University's supervising representative. Any communication or notice by personal delivery will be deemed to be given when actually delivered. CAPTIONS. The captions or headings in this Contract are for convenience only and in no way affect the meaning or interpretation of this Contract. COMPLIANCE WITH APPLICABLE LAW. Contractor will comply with all applicable federal, state, county, and local laws, ordinances, and regulations. Contractor also agrees to comply with all applicable laws prohibiting discrimination on the basis of race, sex, national origin, religion, age, sexual orientation, status as a veteran, or handicap. GOVERNING LAW; JURISDICTION; VENUE. This Contract will be governed and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, or suit between University and Contractor will be brought and conducted solely and exclusively within a Circuit Court for the State of Oregon. However, if any claim, action, or suit must be brought in a federal forum, it will be brought and conducted exclusively in the United States District Court for the District of Oregon. In no event will any part of this Contract be construed as a waiver by University of its sovereign and governmental immunities. BY EXECUTION OF THIS CONTRACT, CONTRACTOR CONSENTS TO IN PERSONAM JURISDICTION OF SUCH COURTS. RECYCLED PRODUCTS. Unless expressly otherwise provided for in this Contract, all paper products will be sourced from mills using elemental chlorine-free processes and contain a minimum of 30% post-consumer waste. HAZARD COMMUNICATION. Contractor will notify University prior to using products containing hazardous chemicals to which University employees may be exposed. Products containing hazardous chemicals are those products defined by Oregon Administrative Rules Chapter 437. SURVIVAL. All provisions of this Contract that would reasonably be expected to survive the termination of this Contract will do so. 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 will not be affected. The Parties agree to attempt to substitute for any illegal or unenforceable provision a valid or enforceable one that achieves the economic, legal and commercial objectives of the illegal and unenforceable provision to the greatest extent possible. SUCCESSORS IN INTEREST. This Contract will be binding upon and will inure to the benefit of the Parties, and their respective successors and assigns. ECONOMIC OPPORTUNITIES. Contractor will, when applicable, have made good faith efforts to work with or obtain materials to be used in performing the Contract from minority-owned, women-owned, and emerging small business enterprises. FEDERAL PROVISIONS. If this Contract is federally funded in whole or in part, Contractor must comply with all applicable provisions of OMB Circular A-110. Further, if this Contract is funded with American Recovery and Reinvestment Act (ARRA) funds or if Federal Funding Accountability and Transparency Act (FFATA) applies, Contractor is required to submit certain information to University. If Contractor fails to timely submit such required information, University reserves the right to cancel this Contract or, if work has been performed, withhold payment until such required submittals have been received. EXCLUSIVITY. University is not bound by exclusivity provisions. DUAL PAYMENT. Contractor will not be compensated by any other party for work performed under this Contract. NO THIRD PARTY BENEFICIARIES. University and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives, is intended to give, or will be construed to give any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name and expressly described in this Contract as intended beneficiaries. TIME IS OF THE ESSENCE. Contractor agrees that time is of the essence under this Contract. OVERDUE ACCOUNT CHARGES. Payment of overdue account charges by University will be subject to OAR 580-061-0050. FOREIGN CONTRACTOR. If Contractor is not domiciled or registered to do business in the State of Oregon, Contractor will promptly provide to the Oregon Department of Revenue and the Secretary of State, Corporation Division, all information required by those agencies relative to this Contract. Contractor will demonstrate its legal capacity to perform these services in the State of Oregon prior to entering into this Contract. FORCE MAJEURE. Neither University nor Contractor will be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond, respectively, University or Contractor's reasonable control. Contractor will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligation under this Contract. WAIVER. The failure of University to enforce any provision of this Contract will not constitute a waiver by University of that or any other provision. ATTACHMENTS. All attachments, addenda, schedules and exhibits which are referred to in this Contract are incorporated in this Contract. MERGER. THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED IN THIS CONTRACT REGARDING THIS CONTRACT. NO AMENDMENT, CONSENT, OR WAIVER OF TERMS OF THIS CONTRACT WILL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER WILL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. CONTRACTOR, BY THE SIGNATURE TO THIS CONTRACT OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE CONTRACT AND CONTRACTOR AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. COMMUNICATIONS STANDARDS AND GRAMMAR AND STYLE GUIDELINES. Contractor will conform to all applicable University Communications Standards and University Grammar and Style Guidelines as set forth in the UO Style Guide available at:  HYPERLINK "http://des.uoregon.edu/stylemanual.pdf" http://des.uoregon.edu/stylemanual.pdf. EXECUTION AND COUNTERPARTS. This Contract may be executed in counterparts, and via facsimile or electronically transmitted signature (i.e. emailed scanned true and correct copy of the signed Contract), each of which will be considered an original and all of which together will constitute one and the same Contract. At the request of a Party, the other Party will confirm facsimile or electronically transmitted signature page by delivering an original signature page to the requesting Party. ATTACHMENT D PERSONAL SERVICES CONTRACT INSURANCE REQUIREMENTS (Only complete when insurance is required) During the term of this Contract, Contractor will maintain in full force at Contractors own expense the insurance indicated below and fulfill the following requirements: 1. General Liability Insurance  FORMCHECKBOX  Required by University  FORMCHECKBOX  Not Required by University Contractor will obtain comprehensive general liability insurance with a broad form CGL endorsement or broad form commercial general liability insurance, with a minimum combined single limit of not less than  FORMCHECKBOX  $1,000,000 for each occurrence and $2,000,000 aggregate or  FORMCHECKBOX  $2,000,000 for each occurrence and $5,000,000 aggregate covering bodily injury and property damage, and will include personal and advertising injury liability, products liability, and contractual liability coverage for the indemnity provided under this Contract. It will provide that University and officers and employees are additional insureds but only with respect to the Contractor's services to be provided under this Contract (See Paragraph #4 of this Attachment). 2. Commercial Auto Liability Insurance:  FORMCHECKBOX  Required by University  FORMCHECKBOX  Not Required by University Commercial automobile liability insurance with a minimum combined single limit of $1,000,000 for each accident and $2,000,000 aggregate for bodily injury and property damage, including coverage for owned, hired and non-owned vehicles, as applicable. 3. Professional Liability Insurance: FORMCHECKBOX  Required by University  FORMCHECKBOX  Not Required by University Examples to consider: attorney, physician, dentist, counselor, architects, etc. Professional Liability insurance with a combined single limit, or the equivalent, of not less than  FORMCHECKBOX  $1,000,000 per occurrence and $2,000,000 aggregate or  FORMCHECKBOX  $2,000,000 per occurrence and $5,000,000 aggregate. This is to cover damages caused by error, omission, or negligent acts related to the professional services to be provided under this Contract. If this insurance is arranged on a claims made basis, tail coverage will be required at the completion of this Contract for a duration of 24 months. Only a certificate is required. If in the presence of minors:  FORMCHECKBOX  Required by University  FORMCHECKBOX  Not required by University In addition to the above professional liability insurance requirements, above, Contractors professional liability insurance policy will contain provisions for coverage of allegations of corporal punishment, sexual abuse, and molestation. 4. Insurance; Certificates of Insurance and Endorsements. Contractor will obtain insurance policies issued by an insurance company authorized to do business in the State of Oregon with a minimum financial rating of an AM Best rating of A- or higher. Contractors liability insurance, except for professional liability insurance, will be arranged on an occurrence basis. The Contractor will be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. Upon request by University, Contractor must provide to University a Certificate of Insurance from the insuring company evidencing insurance coverage required by this Contract. The Description of Operations must include (using the following exact language) the State Board of Higher Education acting by and through the University of Oregon, their officers and employees as additional insured. The certificate will provide that the insurance company will give a 30-days written notice to University if the insurance is cancelled or materially changed. 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If requested, complete copies of insurance policies will be provided to University. 5. Notice of cancellation or change. 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