IRFP Final.pdf

IRFP - Fair Ticketing Services 2023-2027 CS1075-22 Page 1 of 31

MARION COUNTY

INTERMEDIATE REQUEST FOR

PROPOSALS CS1075-22

OregonBuys #C25102-00004926 for Marion County Fair Ticketing Services

Release Date: 12/13/2022 12:00:00 AM

Proposals Due Date: 12/28/2022 4:00 PM

Refer Questions to:

Krista Ulm

(503) 373-4447 kulm@co.marion.or.us

Submit Proposals to:

PO_Contracts@co.marion.or.us

Electronic copies of this IRFP and attachments, if any, can be obtained from the OregonBuys website https://Oregonbuys.gov and view the Marion County Opportunity Number listed above.

1. INTRODUCTION

Marion County Community Services Department (County) on behalf of the Marion County Fair Board (Board) is currently seeking ticketing services for the Marion County Fair (Fair). The County is seeking proposals from individuals, firms, teams or consultants, hereafter called “proposer(s),” with demonstrated experience in providing a turnkey ticketing system, and proposes to engage the successful Proposer for the following services:

Online and point of sale ticketing system, including but not limited to all services, software, equipment, and technical support both virtually and in person during the Fair.

All firms submitting proposals are referred to as proposers in this document; after negotiations, the awarded Proposer will be designated as Contractor.

2. BACKGROUND

Located in the heart of the Mid-Willamette Valley, Marion County has a population of 333,950, stretches from the Willamette River to the Cascade Mountains and encompasses nearly 1,200 square miles. Marion County has 20 cities, including the Oregon’s capital, Salem. The Marion County government organization is headed by an elected Board of Commissioners and has 16 departments, seven departments of which are headed by elected officials.

https://oregonbuys.gov/ http://www.co.marion.or.us/BOC/about.htm#cities

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The Marion County Fair has been a proud tradition since 1860. The mission of the Fair is to promote the diverse agricultural and cultural heritage of Marion County through active participation of its citizens. The annual Fair is held on the second Thursday through Sunday of July at the Oregon State Fairgrounds in Salem, Oregon. The 2023 Fair will be held July 6-9, 2023. Over the last few years, the fair’s annual attendance has ranged from 22,000 to 28,000 for the four-day event. The Fair is a showcase for livestock, floriculture, llamas, pygmy goats, hobbies, and crafts ranging from photography to table settings. 4-H youth and Future Farmers of America (FFA) actively participate in competitions. Additionally, the event hosts a carnival, concerts, local entertainment, hands-on activities, and much more.

The Marion County Fair Board is charged with the responsibility of organizing, promoting, and overseeing the fair. The Board is an advisory body of Marion County existing under the provisions of ORS 565.210-565.330 and 565.610-650 and consists of seven members appointed to three (3) year terms by the Marion County Board of Commissioners. In 2015 the Fair Board implemented electronic ticketing services through an independent contractor with the goal of providing pre-sale online ticketing, reducing lost admission revenues by improving gate monitoring and the ability to accurately capture event attendance. To continue to improve controls and maximize ticket revenues, Marion County seeks to award a contract to provide electronic ticketing for the Fair.

The County is seeking qualified firms with demonstrated experience in providing ticketing services and must comply with the services identified in the scope of work.

3. CONTRACT TERM

The Contract is anticipated to start in January 2023 for the 2023 Fair. The Contract term shall be through December 31, 2027. The parties may agree to extend the term of the Contract through December 31, 2028.

4. SCOPE OF WORK

Proposers responding to this IRFP must be capable of performing services that allow point of sale (POS) ticket sales, and equipment necessary for onsite pre-sales, box office tickets sales, and gate entry recording. This includes:

a. Installing a POS ticketing system at the OSU Extension 4-H office in May each year;

b. Providing a minimum of seven Box Office Systems, complete with Wi-Fi access, card processer, stand, automated cash box, ticket printer and printing paper, and necessary cords for use including one complete system in the Fair office to be installed from mid-June through Fair and a minimum of six complete systems for use during the fair;

c. Providing at least five handheld scanners with Wi-Fi access, cell access, card processor, scanner with Bluetooth;

d. Wi Fi and cellular processing options with optional hotspots provided as backup if needed.

Please note that Wi-Fi at the State Fairgrounds is not available in all areas of the fairgrounds;

e. Integration with marketing software and social media (Mail Chimp and Constant Contact preferred)

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f. Set up and management of a web-based ticketing software management tool to provide online and electronic ticket sales. Customer data to be collected includes name, email address, phone number, and geographic location;

g. Have evaluation tools necessary to determine hourly sales, regional or sales by type;

h. Ability to set up and track ticket and merchandise inventory;

i. Have a print/scan option for ticket sales so that a printed ticket is not necessary. This includes electronic delivery of tickets to customers;

j. Process debit/credit card payments, including pre-event online sales and box office sales;

k. Track and report redeemed admission tickets by customized categories provided by County.

This includes real time sales reporting, including inventory and geographic purchase reports;

l. Maintain maximum security of customer information and provide County with confirmation that all software and merchant services are Payment Card Industry Data Security Standard (PCI) compliant. Proposer shall maintain PCI compliance for the duration of the contract.

m. Provide training on software and equipment for staff at the box office and gate and provide a quick reference guide for FAQ’s on box office system.

n. Have a representative onsite at the Fair to provide technical assistance and support from approximately 6:00 am to 12:00 am each day of the Fair.

o. Have the ability to retain customer lists and historical reporting for prior fairs;

p. Preference will be given to proposers who have a POS system that is designed for parking systems, and reserved seating systems for the amphitheater or sell reserved seats..

5. PRE-PROPOSAL CONFERENCE

There will be no pre-proposal conference for this IRFP.

6. INSTRUCTIONS TO PROPOSERS

Proposals are due at the County no later than the time and date set forth on the cover page of this IRFP. Proposals will be considered time-stamped and received by the County when they are received in the email inbox listed on the cover page. To assure that your Proposal receives priority treatment, please mark the email subject line as follows:

CS1075-22 Fair Ticketing Services 2023-2027

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

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

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The proposal must include information responsive to items (a) through (e) set forth below. The proposal may not exceed a total of 12 single-sided, 8.5” x 11” numbered pages. Proposals shall be Microsoft 2003 compatible or searchable Adobe format and shall not be more than 50MB.

The executive summary, resumes, and other required documents are excluded from the total page count. Resumes must be included in an appendix to the proposal. Proposers must complete and submit Attachment 1: Proposal Form.

Proposers must include the following as part of their proposal:

a. Approach and Management Plan. Describe the approach and management plan for providing the services. Include an organizational chart showing the proposed relationships among proposer staff, County staff and any other parties that may have a significant role in the delivery of this program.

b. Qualifications and Experience. Describe background and history, including number of years providing ticketing services to clients, particularly government entities. Provide the qualifications and experience of the key team member(s) who will work on the project including any special professional certifications. Emphasize the specific qualifications and experience from projects similar to this project for the key team members. Key team members are expected to be committed for the duration of the project. Replacement of key team members will not be permitted without prior consultation with and approval of the County.

c. Work Plan and Schedule. Describe how you will perform each task of the project, identify deliverables for each task and provide a schedule. The work plan should be in sufficient detail to demonstrate a clear understanding of the project. Discuss the approach for completing the requested services for the project deadlines. The schedule should show the expected sequence of tasks and include durations for the performance of each task, milestones, submittal dates and review periods for each submittal. The project is expected to commence no later than January 2022 for the 2023 Fair.

d. Cost Proposal. The Cost Proposal must be inclusive of all services, expenses and fees and shall include: (a) the total dollar amount requested to complete the project, (b) any other resources, including in-kind, that will support the proposed project, (c) the number of anticipated hours and rate of the project manager and key team members inclusive of all services, expenses and fees (i.e., Payroll expenses – hours/rate/title, Admin, Overhead, etc.).

The estimated level of hours for other staff can be summarized in general categories. Also include the total five-year cost to provide services broken down for each year and a budget narrative summary.

e. References. Provide at least three (3) references (names, email addresses and current phone numbers) from recent projects similar in scope and size. Include a brief description of each project associated with the reference, and the role of the respective team member(s) who would be assigned to the project. Proposer must submit references using Attachment 3:

Reference Form.

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The County reserves the right to request additional references, to investigate any references whether or not furnished by the Proposer, and to investigate the past performance of any Proposer. County may investigate the qualifications of a Proposer, including but not limited to: successful performance of similar services; compliance with specifications and contractual obligations; completion or delivery of services on schedule; and its lawful payment of suppliers, subcontractors, and workers. County may postpone the award or execution of the Contract after the announcement of the apparent successful Proposer in order to complete its investigation.

7. CONTRACT FORM

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

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

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

8. EVALUATION

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

[ ] Approach and Management Plan [ ] Qualifications and Experience [ ] Work Plan and Schedule [ ] Cost Proposal [ ] Attachment 1: Proposal Form [ ] Attachment 3: Reference Form

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

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

CATEGORIES MAXIMUM POINTS POSSIBLE

General Qualifications and Experience 30

Scope of Work/Program Description 30

Cost Proposal 20

Total Points Possible 80

Interview/Presentation/Demonstration (optional) 20

Grand Total 100

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

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

9. AWARD NOTICE AND ACCEPTANCE PERIOD

a. After the evaluation of proposals and final consideration of all available pertinent information, the County will either reject all proposals or issue a written notice of intent to award the contract. The notice shall identify the apparent best evaluated proposal and the notice shall be provided to all proposers submitting a timely proposal. The notice shall not create any rights, interests, or claims of entitlement in the apparent best evaluated proposer.

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

c. If a proposer fails to promptly sign and return the contract drawn pursuant to this IRFP and final contract negotiations, the County may cancel the award and award the contract to the next best evaluated proposer.

10. TERMS AND CONDITIONS

a. The Marion County Fair Board Contracting Rules govern this IRFP.

b. IRFP Amendment, Cancellation and Right of Rejection.

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

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

Notwithstanding any minor variance, the County may hold any proposal to strict compliance with the IRFP.

c. Confidentiality. The County will retain a master copy of each proposal to this IRFP, which becomes public record after the notice of intent to award unless the proposal or specific parts of the proposal can be shown to be exempt by law under ORS Chapter 192. If a proposer believes that any portion of its proposal contains any information that is a trade secret under ORS 192.501(2) or otherwise is exempt from disclosure under the Oregon Public Records Law, that proposer shall complete and submit the Attachment 2: Trade Secret Form and a fully redacted version of its proposal.

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

d. Proposer Responsible for Incurred Costs. The County shall not be liable for any expenses incurred by proposer in both preparing and submitting its proposal or contract negotiation process, if any.

11. ATTACHMENTS AND EXHIBITS

Attachment 1: Proposal Form Attachment 2: Trade Secret Form (Optional) Attachment 3: Reference Form Exhibit 1: County Contract for Services

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Attachment 1. Proposal Form

OFFEROR NAME: _______________________________________________________________________________________

ADDRESS: _____________________________________________________________________________________________

TELEPHONE NUMBER: _________________ FAX NUMBER: ________________ WEB SITE: ____________________

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

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

CERTIFICATION/LICENSE NUMBER: __________________________________________________

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

1. That this proposal is, in all respects, fair and without fraud; that it is made without collusion with any official of the county;

and that the proposal is made without any collusion with any person making another proposal on this Contract.

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

3. The Proposer acknowledges receipt of all Addenda issued under the RFP.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

JOINT VENTURE.

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

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

AUTHORIZED REPRESENTATIVE.

SIGNATURE OF PROPOSER'S DULY AUTHORIZED REPRESENTATIVE FOR ALL SECTIONS:

Authorized Signature: __________________________________________________________

Print Name: __________________________________________________________________

Title: _______________________________________________________________________

Contact Person (Type or Print): ___________________________________________________

Telephone Number: (___) _____________________

Fax Number: (___) __________________________

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

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Attachment 2: Trade Secret Form

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

2. I am aware that the Proposer has submitted a Proposal, dated on or about December 28, 2022 (the “Proposal”), to Marion County in response to Request for Proposals for Fair Ticketing Services and I am familiar with the contents of the RFP and Proposal.

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

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

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

i. is not patented,

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

iii. has actual or potential commercial value, and

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

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

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

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

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

Authorized Representative Signature

Proposer identifies the following information as exempt from public disclosure:

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Attachment 3: Reference Form

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

Project Reference #1

Name of Project: ______________________________________________________________ Project Location: ______________________________________________________________ Project Date: _________________________________________________________________ Firm Name for Contact Person #1: ________________________________________________ Name of Contact Person #1: _____________________________________________________ Telephone Number for Contact Person #1: __________________________________________ Email Address for Contact Person #1: ______________________________________________ Project Reference #2

Name of Project: ______________________________________________________________ Project Location: ______________________________________________________________ Project Date: _________________________________________________________________ Firm Name for Contact Person #1: ________________________________________________ Name of Contact Person #1: _____________________________________________________ Telephone Number for Contact Person #1: __________________________________________ Email Address for Contact Person #1: ______________________________________________ Project Reference #3

Name of Project: ______________________________________________________________ Project Location: ______________________________________________________________ Project Date: _________________________________________________________________ Firm Name for Contact Person #1: ________________________________________________ Name of Contact Person #1: _____________________________________________________ Telephone Number for Contact Person #1: __________________________________________ Email Address for Contact Person #1: ______________________________________________ The references will be used to confirm the selection rather than as an evaluation criterion.

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

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Exhibit 1: County Contract for Services

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

[County Contract for Services on Next Page]

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MARION COUNTY

CONTRACT FOR SERVICES

[CMS #]

This contract is between Marion County (a political subdivision of the State of Oregon) hereinafter called County, and [Insert Name], [a/an [INSERT STATE] Corporation, non-profit, etc.] hereinafter called Contractor.

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

1. TERM

This Contract is effective on the date it has been signed by all parties and all required County approvals have been obtained. This Contract expires on [OPTION 1: [insert date].] [OPTION 2:

the later of [insert date], the date all warranties have expired, or the date Contractor has completed all Services in accordance with the requirements of this Contract, as determined by County.] The parties may extend the term of this Contract provided that the total Contract term does not extend beyond [insert date or event],

2. CONSIDERATION

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

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

C. If specified below, county’s payments to Contractor under this agreement will be paid in whole or in part with federal funds. If so specified, by signing this agreement, Contractor certifies neither it nor its employees, contractors, subcontractors or subgrantees who will perform the Project activities are currently employed by an agency or department of the federal government. If applicable, Contractor shall comply with Exhibit B: Appendix II To Part 200—Contract Provisions For Non-Federal Entity Contracts Under Federal Awards

In accordance with 2 CFR 200.331, Contractor has been designated:

Subrecipient Contractor/Vendor Not applicable – (there are no federal funds tied to the contract)

[DELETE the following if “Not Applicable” is marked above] Assistance Listing Number (ALN) #(s) of federal funds to be paid through this Grant: [XX.XXX]

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3. COMPLIANCE WITH STATUTES AND RULES

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

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

County’s performance under this Contract is conditioned upon Contractor's compliance with the obligations intended for contractors under ORS 279B.220, 279B.225 (if applicable to this Contract), 279B.230, 279B.235 (if applicable to this Contract) and ORS 652, which are incorporated by reference herein.

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

Any violation of subsection B of this section shall constitute a material breach of this Contract. Further, any violation of Contractor’s warranty, in subsection 27.3 of this Contract, that Contractor has complied with the tax laws of this state and the applicable tax laws of any political subdivision of this state also shall constitute a material breach of this Contract. Any violation shall entitle the County to terminate this Contract, to pursue and recover any and all damages that arise from the breach and the termination of this Contract, and to pursue any or all of the remedies available under this Contract, at law, or in equity, including but not limited to:

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

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

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

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

4. CIVIL RIGHTS, REHABILITATION ACT, AMERICANS WITH DISABILITIES ACT

AND TITLE VI OF THE CIVIL RIGHTS ACT

Contractor agrees to comply with the Civil Rights Act of 1964, and 1991, Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973, and Title VI as implemented by 45 CFR 80 and 84 which states in part, No qualified person shall on the basis of

[CMS#] Page 15 of 31 disability, race, color, or national origin be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity which received or benefits from federal financial assistance.

5. TIME IS OF THE ESSENCE

Contractor agrees that time is of the essence in the performance of this Contract.

6. FORCE MAJEURE

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

7. FUNDING MODIFICATION

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

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

8. RECOVERY OF FUNDS

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

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

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

9. ACCESS TO RECORDS.

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

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

[CMS#] Page 16 of 31 questions at the end of the three-year period, the records must be maintained until the questions are resolved.

10. REPORTING REQUIREMENTS

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

11. CONFIDENTIALITY OF RECORDS

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

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

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

D. Client records shall be kept confidential in accordance with ORS 179.505, OAR 309-11-020, 45 CFR

205.50 and 42 CFR Part 2 as applicable.

12. INDEMNIFICATION AND INSURANCE.

A. Contractor shall defend, save, indemnify, and hold harmless the County, its officers, agents, and employees from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever, including attorney fees, resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Contract.

Contractor shall have control of the defense and settlement of any claim that is subject to this section.

However, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of either County or any department of County, nor purport to act as legal representative of either County or any of its departments, without first receiving from County Legal Counsel authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of County without the approval of County Legal Counsel. County may, at its election and expense, assume its own defense and settlement.

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

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

13. EARLY TERMINATION

This Contract may be terminated as follows:

[CMS#] Page 17 of 31

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

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

C. Either County or Contractor may terminate this Contract in the event of a breach of the Contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, then the party giving the notice may terminate the Contract at any time thereafter by giving a written notice of termination.

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

14. PAYMENT ON EARLY TERMINATION

Upon termination pursuant to section 13, payment shall be made as follows:

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

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

C. If terminated under 13C or 13D by the County due to a breach by the Contractor, then the County 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 County is entitled.

15. INDEPENDENT CONTRACTOR

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

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

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16. GOVERNING LAW AND VENUE

This Contract shall be governed by the laws of the State of Oregon. Any action commenced in connection with this Contract shall be in the Circuit Court of Marion County. All rights and remedies of the County shall be cumulative and may be exercised successively or concurrently.

The foregoing is without limitation to or waiver of any other rights or remedies of the County according to law.

17. OWNERSHIP AND USE OF DOCUMENTS

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

18. NO THIRD-PARTY BENEFICIARIES

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

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

19. SUCCESSORS IN INTEREST

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

20. MERGER CLAUSE

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

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

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

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

21. WAIVER

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

22. REMEDIES

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

A. If terminated under 13C by County due to a breach by the Contractor, the County may complete the Work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of

[CMS#] Page 19 of 31 completing the Work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess.

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

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

23. INSURANCE

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

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

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

Required by County Not required by County.

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

iii. CYBER LIABILITY. Covering network security, breach of data, and coverage for regulatory fines and fees imposed against County due to failures in products and services provided under this Contract. Cyber Liability coverage must include errors, omissions, negligent acts, denial of service, media liability (including software copyright), dishonesty, fraudulent or criminal acts by a person or persons whether identified or not, intellectual property infringement, computer system attacks, unauthorized access and use of computer system, regulatory actions, and contractual liability.

Required by County Not required by County.

$2,000,000 Per occurrence limit for any single claimant; and $5,000,000 Per occurrence limit for multiple claimants Exclusion Approved by Information Technology Director and Risk Manager

iv. COMMERCIAL GENERAL LIABILITY. Covering bodily injury, death, and property damage in a form and with coverages that are satisfactory to the County. This insurance shall include

[CMS#] Page 20 of 31 personal injury liability, products and completed operations. Coverage shall be written on an occurrence basis. Contractor shall provide proof of insurance of not less than the following amounts as determined by the County:

Required by County Not required by County.

Minimum Limits:

$1,000,000 Per occurrence limit for any single claimant; and $2,000,000 Per occurrence limit for multiple claimants Exclusion Approved by Risk Manager $500,000 Per occurrence limit for any single claimant $1,000,000 Per occurrence limit for multiple claimant

v. AUTOMOBILE LIABILITY INSURANCE. Covering all owned, non-owned, or hired vehicles.

This coverage may be written in combination with the Commercial General…