COOPERATIVE AGREEMENT BETWEEN

COMMUNITY SERVICES CONSORTIUM AND

THE REGION 4 WORKFORCE INVESTMENT BOARD

This cooperative agreement is made and entered into between the Region 4 Workforce

Investment Board (hereinafter, "WIB") and Community Services Consortium (CSC) (hereinafter, "Fiscal Agent") under the authority of ORS 411.920 through 411.935.

I Purpose

It is the purpose of this Agreement to establish the working relationship between Fiscal Agent and the WIB. As Fiscal Agent, CSC will assist the WIB in performing its responsibilities pursuant to state statute and federal rules for the workforce investment system, and provide the necessary level of staff and technical assistance to enable it to perform its duties.

II Term of Agreement

This Agreement shall begin on July 1, 2006, and shall expire on June 30, 2008.

III Responsibilities of Fiscal Agent

The Fiscal Agent shall have the following duties and responsibilities:

To provide, consistent with the budget, all necessary support and technical assistance to the WIB to enable it to perform the duties and responsibilities as described in the Workforce Investment Act of 1998, (hereinafter, "WIA") including, but not limited to:

A. Prepare and update as necessary community and economic assessments, trend analyses, summaries of community needs and priorities of Linn, Benton, and Lincoln counties, and any other analyses or assessments needed to enable the WIB to perform its work.

B. Help prepare and revise as necessary the Local Unified Plan, adopted July 1, 2000.

C. Receive all Workforce Investment Funds from the State.

D. Prepare, at least quarterly, program performance and fiscal reports.

E. Prepare an annual budget.

F. Maintain separate accounts or segregated funds for all revenues, and maintain discrete accounting records for expenditures, revenues and cash balances as required by the State. Maintain accounting policies, practices and procedures that are consistent with generally accepted accounting principles and in accordance with applicable statutes and regulations, including the delivery of an annual audit.

G. Recommend to the WIB only those expenditures that are consistent with applicable statutes and the adopted plans that are necessary for the operation and implementation of the workforce investment system.

H. Recommend to the WIB for inclusion in the appropriate plan, reasonable levels of expenses for technical assistance and support staff for administration and for expenses of WIB operations.

I. Prepare and facilitate a competitive selection process which complies with the public contract laws in order to present a list of potential contractors for consideration by the WIB to implement the prioritized projects and activities. Facilitate the fund award process for the contractors. After the funds have been awarded by the State to the WIB, Fiscal Agent shall:

1. Prepare and execute all appropriate documents to implement the awards, including providing appropriate legal review.

2. Monitor the contracts for compliance and inform the WIB and the Local Elected Officials (LEO's) with respect to events of default. Take all appropriate actions to remedy the defaults.

J. Act as staff for the WIB for its meetings, including arranging facilities, providing appropriate notice under public meetings laws, preparing agendas and other supplemental meeting materials, and recording the minutes of all public meetings.

K. Comply with all applicable laws and regulations, including but not limited to: ORS 285B.230.285B.269, OAR 123.044.0000 through 123.44.0090, OAR 123.045.0000 through 123.045.0060, public contract laws, public meetings laws, public records laws, and government standards and practices laws. Fiscal Agent shall also comply with all terms and conditions established in any contract with the State regarding the Workforce Investment Funds. Fiscal Agent shall provide appropriate advice to the WIB regarding these laws, regulations, terms and conditions.

L. Hire necessary employees and purchase necessary equipment and supplies to undertake the activities described in this Agreement. Fiscal Agent shall pay and be responsible for any and all taxes, social security, unemployment compensation, and any other benefits for its employees who may perform work under this Agreement.

M. File, retain, dispose of, or allow inspection of public records as required by the State of Oregon public records laws.

N. Obtain and, at all times during the duration of this Agreement, keep in effect comprehensive liability insurance and property damage insurance covering the contract activities. Said insurance shall at a minimum provide for coverage at the Oregon Tort Claims Act limits.

O. Provide Certificates of Insurance to the WIB upon request.

P. Secure legal counsel regarding any legal issues or legal proceedings taken against Fiscal Agent or any employees of Fiscal Agent relating to their activities pursuant to the performance of this Agreement.

IV Duties and Responsibilities for the Local Elected Officials

The LEOs shall have the following duties and responsibilities:

A. Make timely appointments to the WIB, consistent with the applicable statutes.

B. Review and consider for approval all planning documents required by the State and recommended for approval by the WIB, including but not limited to the Local Unified Plan. The LEOs shall resolve disputes regarding the plans.

C. Come to agreement with the WIB on local performance measures.

D. Coordinate the workforce investment activities carried out in the local area with economic development strategies and develop other linkages.

V Compensation

The amount of compensation shall be an annual allocation, awarded by agreement between the WIB and Fiscal Agent. The awarded amount is $6,000 annually for two years, or a total of $12,000.

VI Termination

A. This Agreement may be terminated by written mutual consent of all parties, which specifies the termination date. If this Agreement is terminated prior to the end of the Agreement period, Fiscal Agent shall be reimbursed on a pro-rated basis for each month of services provided.

B. This Agreement shall terminate on June 30, 2008, unless extended by written mutual consent of all parties.

C. Upon termination, any debts, liabilities, and obligations relating to this agreement shall inure to Fiscal Agent.

D. Upon termination, any assets shall be disposed of as follows:

1. Any non-cash assets acquired as a result of the foreclosure of Fiscal Agent's interests in accordance with contracts shall be liquidated within 90 days of termination and returned pursuant to state statute, administrative rule or contractual obligation.

2. Any other cash or funds in possession of Fiscal Agent shall be handled in the same manner as non-cash assets, in that it will be returned pursuant to state statute, administrative rule or contractual obligation action.

VII Dispute Resolution

Unless otherwise provided in this Agreement, all claims, counterclaims, disputes and other matters in question between the WIB and Fiscal Agent arising out of, or relating to this Agreement or the breach of it, will be decided, if the parties mutually agree, by mediation, or if they fail to agree, by arbitration.

VIII Workers’ Compensation

Fiscal Agent and its subcontractors, if any, are subject employers under the Oregon Workers’ Compensation laws and shall comply with ORS 656.017, which requires them to provide Workers’ Compensation coverage for all their subject workers.

IX Indemnity

Fiscal Agent shall hold harmless, indemnify and defend the WIB up to the limits of the Oregon Tort Claims Act, from any and all liability, actions, claims, losses, damages, or other costs including attorney fees and witness costs (at both trial and appeal level, whether or not a trial or appeal ever takes place) that may be asserted by any person or entity arising from, during, or in connection with the performance of its duties described in this Agreement, except liability arising out of the sole negligence of the WIB. If any aspect of this indemnification shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the indemnification action.

X Amendments

No amendment to this Agreement shall be effective unless made in writing and signed by all parties. There are no understandings, agreements or representations, oral or written regarding this Agreement except as specified or referenced herein.

XI Severibility

If any court of competent jurisdiction shall hold any provisions of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof.

XII Entire Agreement

This Agreement constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement.

XIII Execution

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same agreement. Fiscal Agent shall provide each party with a set of all executed counterparts. By signature of their authorized representatives below, the parties to this agreement acknowledge that they have read this Agreement, understand it, and agree to be bound.

By:_________________________________

CSC Governing Board Chair

By:_________________________________

CSC Executive Director

By:_________________________________

Workforce Investment Board Chair