HUMAN RESOURCES AND PAYROLL SERVICES

Request for Proposal (RFP)

RFP #S-C00055-00015810

Date of Issue: January 21, 2026

Closing Date and Time: February 20, 2026, 4:00 pm

Single Point of Contact (SPC):

Name: Carrie Garcia, Human Resources Director Address: 230 Strand Street City, State, Zip St. Helens, Oregon 97051 Phone (voice) 503-397-7264 Email: carrie.garcia@columbiacountyor.gov

Columbia County Mission:

At Columbia County, we serve with integrity and leadership to provide responsible government. We engage by listening and being proactive to community needs. We connect to build partnerships and opportunities. We innovate with resourcefulness to promote a healthy and prosperous Columbia County.

mailto:carrie.garcia@columbiacountyor.gov

SECTION I

REQUEST FOR PROPOSALS (RFP) / PROJECT OVERVIEW

Columbia County, Oregon, is requesting Proposals from qualified firms with significant experience to assist the County with its Human Resources and Payroll services. The Columbia County Human Resources Department is the Project Representative and will oversee all aspects of the selection process subject to review by the Columbia County Board of County Commissioners.

The County expects to select and contract with one firm to provide either all or a selected group of the components described in this Request for Proposals (RFP).

The County may choose not to select any firm to provide the services in the scope of services or may elect to reject all Proposals. The County is an equal opportunity, affirmative action employer, does not discriminate because of race, religion, color, sex, national origin, sexual orientation, gender identity, marital status, age if the individual is 18 years of age or older, or disability, and invites Proposals from minorities, women and emerging small businesses or a business enterprise that is owned or controlled by or that employs a disabled veteran, as defined in ORS 408.225.

The firms responding to this Request for Proposals (RFP) should be prepared to cooperate fully with the County, its staff and the Project Representative throughout the entire selection process.

This RFP is being issued under the authority of the Board of County Commissioners of Columbia County, Oregon. However, coordination of the selection process will be provided by the SPC.

Proposers shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this RFP.

A. SCHEDULE

The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change unless noted with an asterisk.

Event Date Time

Questions / Requests for Clarification Due *January 30, 2026 4:00 PM

Answers to Questions / Requests for Clarification Issued (approx.) February 6, 2026

RFP Protest Period Ends *10 calendar days prior to RFP Closing

RFP Closing (Proposal Due) *February 20, 2026; 4:00 p.m.

Presentations, Demonstrations, or Interviews Week of March 2, 2026

Issuance of Notice of Intent to Award (approx.) March 9, 2026

Award Protest Period Ends *7 calendar days after Notice of Intent to Award

B. SINGLE POINT OF CONTACT (SPC)

The SPC for this RFP is identified on the Cover Page, along with the SPC’s contact information.

Proposer shall direct all communications related to any provision of the RFP only to the SPC, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision.

SECTION II

SCOPE OF SERVICES

The selected firm shall work with and cooperate with the SPC, the County Counsel, the Human Resources Director, the Finance Director and the Board of Commissioners in rendering services pursuant to this RFP. The selected firm will be required to meet the highest standards prevalent in the industry most closely involved in providing the services.

The services solicited in this RFP include the following:

C. AREA OF SERVICE: PAYROLL SERVICES

1. Payroll administration for approximately 210 employees on both semi-monthly and monthly payroll cycles.

2. Ability to manage multiple pay codes, special pays, deductions, taxable benefits, etc.

3. Ability to process state and federal withholding and other tax recordkeeping issuance, Oregon PERS withholding and reporting capability.

4. Ability to manage overtime by FLSA law, union collective bargaining agreements, and FLSA 7(k) for law enforcement.

5. Must be able to provide guidance and reporting under any new IRS reporting state or federal laws.

6. Capability for monthly, quarterly, and yearly reporting as required by state and federal law.

7. Time and attendance tracking with varying methods for electronic timekeeping. Ability to upload electronic timecards from other timekeeping systems.

D. AREA OF SERVICE: HUMAN RESOURCES SERVICES

1. Provide access, management services, and technical support for comprehensive electronic HR platform.

2. HR system must include timekeeping system, employee benefits management, and paid time off management capabilities.

3. Reporting capability for all mandatory legal reports along with custom report writing.

4. Application management, to include job postings, on-line application, candidate communication, and interview scheduling.

5. Tracking for all types of leaves of absences, including, FMLA, OFLA, Paid Leave Oregon, and Workers Compensation.

6. Workflow management for employee transactions such as pay increases, job changes, hiring, and termination.

E. AREA OF SERVICE: BENEFIT MANAGEMENT SERVICES

1. Ability to manage multiple health plans and voluntary benefits.

2. Ability to self-enroll for new hires and open enrollment.

3. Ability to establish carrier feeds for all benefit vendors.

4. Provide for ACA tracking and other required reporting as needed.

F. AREA OF SERVICE: GENERAL AREAS OF SERVICE AND TRANSITION

1. Provide for continuity of service with existing HR services and payroll administration, including data migration as needed.

2. Data Security – provide information about your security standards, to include web-based communications, electronic payments, data encryption, multi-factor authentication, data storage, and contingency for continuity of service for payroll processing.

3. Support for payroll and HR issues as needed.

4. Provide updates and system changes as new state and federal laws come into effect.

SECTION III

GENERAL INSTRUCTIONS

A. ADMINISTRATIVE INFORMATION

1. This RFP is issued under the authority of:

Board of County Commissioners Columbia County 230 Strand Street St. Helens, OR 97051

All inquiries concerning the intent of this request, contract information, or site access shall be directed in writing to the SPC.

2. This Request for Proposals consists of the following items:

Section I. Request for Proposals / Project Overview

Section II. Scope of Services

Section III. General Instructions

Section IV. Proposal Response

Section V. Evaluation and Selection

Section VI. Contract

It is suggested that this package be checked to ensure that all listed information is included. Any missing portions can be obtained by contacting the SPC.

3. It is extremely important that all portions of this Request for Proposals be completed as professionally as possible. An incomplete or uncoordinated submission will demonstrate the Proposer's capability and professionalism. If there are any deviations from the RFP requirements, please indicate the reason for such deviation in writing.

4. Proposers requesting clarification or interpretation of the RFP should contact the SPC at the email address provided on the cover page. Proposers who find any ambiguity, inconsistency, or error in the RFP shall notify the SPC in writing. Any such request or notice shall be made no later than 5:00 pm, Friday, January 30, 2026. Any supplement, interpretation, correction or changes to the RFP will be made by written Addendum and will be posted on the County’s website at https://www.columbiacountyor.gov/bids.

5. The County may make changes to this RFP by written addenda. Supplements, interpretations, corrections or changes to the RFP made in any other manner will not be binding, and Proposers shall not rely upon such supplements, interpretations, corrections or changes. The County will not mail notice of addenda but will publish notice of any addenda on its web site. Proposers are responsible for regularly checking the County’s website until Closing, i.e. at least once weekly until the week of Closing and at least daily the week of Closing at https://www.columbiacountyor.gov/bids for any addenda.

Proposers shall provide written acknowledgment of receipt of all issued addenda with its Proposal. A request for change or protest to an addendum may be made in accordance with OAR 137-047-0730 by the close of the next business day after issuance of the addendum, or up to the last day allowed to submit a submit a request for change or protest under OAR 137-047-0730, whichever date is later.

6. A list of all solicited Proposers will be provided to any Proposer upon receipt of a written request.

B. PROPOSAL SUBMITTAL

Three copies shall be provided in a sealed envelope, which shall be clearly marked:

“HUMAN RESOURCES AND PAYROLL SERVICES PROPOSAL

Columbia County Human Resources Department Attn: Carrie Garcia 230 Strand Street St. Helens, OR 97051

Electronic submissions will also be received by email at carrie.garcia@columbiacountyor.gov. Electronic submissions should be sent with a Subject Line that reads, “HUMAN RESOURCES AND PAYROLL SERVICES PROPOSAL”. Proposers who submit electronically bear the risk of premature opening due to submission in unsealed form.

C. SUBMITTAL DEADLINE

https://www.columbiacountyor.gov/bids https://www.columbiacountyor.gov/bids mailto:carrie.garcia@columbiacountyor.gov

Proposals must be received by Friday, February 20, 2026, by 4:00 p.m. either by hard copy or email in order to be considered for evaluation and contract award.

D. PROPOSAL OPENING

Proposals received in compliance with the instructions of this RFP will be reviewed by the Review Committee the week of February 23, 2026.

Proposals, late withdrawals and late modifications received after the date and time specified in this RFP are late and will not be considered except as permitted in OAR 137-047-0470 or 137-047-0261. Proposals which are not prepared and filed in substantial compliance with the terms and conditions of this RFP will not be considered for evaluation or award of a contract.

E. MODIFICATION OR WITHDRAWAL OF PROPOSAL

Prior to the time and date designated for receipt of Proposals, Proposals submitted early may be modified or withdrawn only by notice to the County at the place designated for receipt of Proposals.

Modifications. Notice of a modification shall be in writing and signed by the authorized representative. Any modification must include the proposer’s statement that the modification amends and supersedes the prior proposal. A proposer shall mark the submitted modification as follows:

“Proposal Modification – Human Resources and Payroll Services”

Withdrawals. A proposer may withdraw its proposal by written notice submitted on proposer’s letterhead, signed by an authorized representative of the proposer, and delivered to the SPC prior to closing. The County may release an unopened proposal to the proposer or its authorized representative, after voiding any date and time stamp mark. A proposer shall mark a submitted withdrawal as follows:

“Proposal Withdrawal - Human Resources and Payroll Services”

Withdrawn proposals may be resubmitted up to the time designated for the receipt of proposals, provided that they are then fully in compliance with the RFP.

Notice of modification or withdrawal must be actually received by the SPC on or before 4:00 p.m. on the Proposal due date.

F. BINDING OFFER

A proposal is a firm offer, irrevocable, valid and binding on the proposer for not less than 90 day following closing.

G. PROTEST PROCEDURES

Consistent with the County's Public Contracting Rules, all protests of solicitation or selection processes are limited to the following issues and filing times:

1. Solicitation protest: A prospective proposer may protest the procurement process or the RFP under ORS 279B.060 and ORS 279B.85 as set forth in ORS 279B.405(2). Before seeking judicial review, a prospective proposer must file a written protest with the SPC. A written protest must be received by the SPC not less than ten (10) days prior to Closing. A written protest must include a statement of the desired changes to the procurement process or the RFP that the prospective proposer believes will remedy the conditions upon which the prospective proposer based its protest. No protests of the solicitation process or RFP will be considered after the deadline for receipt.

2. Selection protest: A proposer may protest the award of a contract, or the intent to award of a contract, whichever occurs first, if the conditions set forth in ORS 279B.410(1) are satisfied. A proposer must file a written protest with the SPC and exhaust all administrative remedies before seeking judicial review of the decision. A written protest must be delivered to the SPC within seven

(7) days after the award of a contract, or issuance of the notice of intent to award a contract, whichever occurs first and must specify the grounds for the protest pursuant to ORS 279B.410(2). Judicial

H. PUBLICITY

No proposer shall issue any news release or otherwise seek publicity regarding this Request for Proposals unless or until prior approval in writing is obtained from the

SPC.

I. SUBMITTAL COSTS

The cost of submittals and any other expenses related to this RFP, including travel for interviews or inspections, shall entirely be the responsibility of the Proposer.

SECTION IV

PROPOSAL RESPONSE

A proposal must utilize the following format and content detail. Three (3) hard copies or one

(1) electronic copy of the Proposal will be initially required. Proposals shall be prepared so that responses are specifically identified in the same order as the requested information identified below.

A. TITLE PAGE (Mandatory)

1. The name and signature of the proposing firm’s authorized representative as well as his/her address and telephone number must be provided. The Proposal must be dated on this page. The authorized representative is to signify the Proposer’s agreement and compliance with all requirements set forth in the RFP. In addition, the signature will certify the Proposer’s acceptance of and responsibility for the following (note that the following language must be reproduced above Proposer’s signature):

2. All data presented in the Proposal is accurate and complete.

3. Acknowledgement that the Proposer has read and understood the RFP and the

Proposal is made in accordance with the contents of the RFP unless otherwise noted in the Proposal.

4. The Proposal shall be valid for 90 days after submission of the Proposal.

5. The cost of submittals and any related expenses, including travel for interviews or inspections, shall be entirely the responsibility of the Proposer.

6. The discovery of any significant inaccuracy in information submitted by the

Proposer shall constitute good and sufficient cause for rejection of the Proposal.

7. Acknowledgement that the Proposer has reviewed all addenda.

B. PROPOSED SERVICES (25 Points)

Provide a statement of the services proposed to be provided to include (at a minimum) how your firm will provide what is identified in the Scope of Services mentioned above. Be specific regarding each area of service.

C. STATEMENT OF QUALIFICATIONS (20 Points)

Provide a brief explanation of why your firm is qualified to provide Human Resources and Payroll Services to Columbia County. Describe the experience of your firm in providing human resources and payroll processing services for public and private sector clients.

D. STAFFING (10 Points)

Identify the specific personnel who will be assigned to provide services pursuant to this RFP. For each of these persons, please provide a resume as an exhibit.

E. TECHNOLOGY (10 Points)

Provide information on your data security as well as software and hardware requirements for the County.

F. RESPONSE SERVICE (15 Points)

Explain how your firm will be able to provide the immediacy of response and personal quality of service needed for a small, general purpose local government.

G. CLIENTS/REFERENCES (5 Points)

Provide a list of clients for whom you have provided payroll and human resources services during the past three years. Include names and telephone numbers of at least three references with the types of services noted. Ideally references are public sector organizations with at least on a member of the PERS retirement system.

H. COST OF SERVICES (10 Points)

Provide comprehensive price information for the areas of services above. Please note any additional costs for additional modules and include implementation fees.

I. AVAILABLE OPTIONAL SERVICES (5 Points)

Describe the associated services your firm will be able to offer the County to assist it in maximizing the use of scarce county resources, both direct cost and staff time, that are directed towards payroll and benefits processing as well as data-intensive human resources processes. Pricing models and estimates for these additional services is helpful but not required information for this item.

J. STATEMENT OF ASSURANCE (Mandatory)

Provide a statement of assurance that your firm is not currently in violation of any regulatory agency rules, or, if in violation, the violation does not have a material adverse effect on your ability to perform under the proposed contract.

K. INSURANCE (Mandatory)

Certify that your firm will purchase and maintain for the duration of the contract the following levels of insurance.

$2,000,000 commercial general liability $2,000,000 professional liability

___/100

L. INTERVIEWS

Interviews may be conducted with the companies presenting proposals with the highest scores. Interviews will be scored based on information presented during interviews, and overall quality of the service proposed.

SECTION V

EVALUATION AND SELECTION

Proposals will be evaluated based on the quality of responses to specific items outlined in the PROPOSAL RESEPONSE section of this RFP. Each valid proposal will be reviewed by the Review Committee. Additional clarifying material may be requested by the County. The Review Committee will develop a shortlist of firms. The Review Committee may or may not interview the firms. The Review Committee will then send a report to the Board of County Commissioners, making a recommendation. The Board may or may not request a personal interview and/or presentation, depending on the Review Committee’s recommendation.

Subject to the approval of the Board, the contract will be awarded to the firm whose qualifications best meets the needs of the County. Proposals which are incomplete or non-responsive to the RFP may be rejected. The County does not accept responsibility for the return of successful or unsuccessful proposals.

Before awarding a contract, the County will determine that the selected proposer is Responsible, using the standards set forth in ORS 279B.110 and OAR 137-047- 0640(1)(c)(F).

If awarded, the County will award a contract to the Responsible proposer submitting the most advantageous, responsive proposal.

The County reserves the right in its sole discretion to:

1. Amend this RFP at any time prior to the Submittal Deadline. Notice will be given of such amendments on the County’s website at www.columbiacountyor.gov/bids so it should be checked regularly by potential Proposers.

2. Reject any Proposal not in compliance with all prescribed RFP procedures and requirements.

3. For good cause reject any or all Proposals upon a finding it is in the public interest to do so.

4. Waive minor irregularities in the Proposals received.

http://www.columbiacountyor.gov/bids

5. Accept all or any part of a Proposal in principle subject to negotiation of the final details. In particular, the County reserves the right to negotiate fees.

6. Cancel the RFP or reject any and all Proposals in accordance with ORS

279B.100.

SECTION VI

CONTRACT

The selected firm will be required to sign a Public Services Contract with will be prepared by the Office of County Counsel. A copy of the County’s standard for Public Goods and Services Contract (ORS 279B) is attached. Terms and conditions of the Standard Public Goods and Services Contract are subject to the solicitation protest process. Any proposed changes to the terms and conditions of the Standard Public Goods and Services Contract must be stated in a proposal.

PUBLIC GOODS/SERVICES CONTRACT (ORS Chapter 279B) by and between Columbia County and

This Agreement is made and entered into by and between COLUMBIA COUNTY, a political subdivision of the State of Oregon, hereinafter referred to as "County", and ____________________________, hereinafter referred to as "Contractor".

WITNESSETH:

IT IS HEREBY AGREED by and between the parties above-mentioned, in consideration of the mutual promises hereinafter stated, as follows:

1. Effective Date. This Agreement is effective on the date last signed, below.

2. Completion Date. The completion date for this Agreement shall be no later than three

(3) years from the effective date, unless sooner terminated as provided herein. In the County’s discretion, the County may extend this Agreement for three (3) additional one

(1) year terms.

3. Contractor's Services. Contractor agrees to provide the services described in the following documents, attached hereto and incorporated herein by this reference:

A. The Request for Proposals, which is attached hereto as Attachment 1.

B. Contractor's Proposal, which is attached hereto as Attachment 2.

C. Special Terms and Conditions, which are attached hereto as Attachment 3.

In case of conflict between Contractor's Proposal, Terms and Conditions, the Request for Proposals and this Agreement, this Agreement shall control, followed by the Request for Proposals and Contractor’s Proposal and Terms and Conditions, in that order.

4. Consideration. County shall pay Contractor according to the fee set forth in Attachment

4, attached hereto and incorporated herein by this reference, said amount to be the complete compensation to Contractor for the services performed. This Agreement is subject to the appropriation of funds by County, and/or the receipt of funds from state and federal sources. In the event sufficient funds shall not be appropriated, and/or received, by County for the payment of consideration required to be paid under this Agreement, then County may terminate this Agreement in accordance with Section 16 of this Agreement.

5. Contract Representatives. Contract representatives for this Agreement shall be:

FOR COUNTY FOR CONTRACTOR

Carrie Garcia Human Resources Director 230 Strand Street St. Helens, Oregon 97051 503-397-7264 Carrie.garcia@columbiacountyor.gov mailto:Carrie.garcia@columbiacountyor.gov

All correspondence shall be sent to the above addressees when written notification is necessary. Contract representatives can be changed by providing written notice to the other party at the address listed.

6. Permits - Licenses. Unless otherwise specified, Contractor shall procure all permits and licenses, pay all charges and fees and give all notices necessary for performance of this Agreement prior to commencement of work.

7. Compliance with Codes and Standards. It shall be the Contractor's responsibility to demonstrate compliance with all applicable building, health and sanitation laws and codes, and with all other applicable Federal, State and local acts, statutes, ordinances, regulations, provisions and rules. Contractor shall engage in no activity which creates an actual conflict of interest or violates the Code of Ethics as provided by ORS Chapter 244, or which would create a conflict or violation if Contractor were a public official as defined in ORS 244.020.

8. Reports. Contractor shall provide County with periodic reports about the progress of the project at the frequency and with the information as prescribed by the County.

9. Independent Contractor. Contractor is engaged hereby as an independent contractor and shall not be considered an employee, agent, partner, joint venturer or representative of County for any purpose whatsoever. County does not have the right of direction or control over the manner in which Contractor delivers services under this Agreement and does not exercise any control over the activities of the Contractor, except the services must be performed in a manner that is consistent with the terms of this Agreement.

County shall have no obligation with respect to Contractor’s debts or any other liabilities of Contractor. Contractor shall be responsible for furnishing all equipment necessary for the performance of the services required herein. In addition:

A. Contractor will be solely responsible for payment of any Federal or State taxes required as a result of this Agreement.

B. This Agreement is not intended to entitle Contractor to any benefits generally granted to County employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Agreement to the Contractor are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, social security, workers' compensation, unemployment compensation, or retirement benefits (except insofar as benefits are otherwise required by law if the Contractor is presently a member of the Public Employees Retirement System).

C. The Contractor is an independent contractor for purposes of the Oregon workers' compensation law (ORS Chapter 656) and is solely liable for any workers' compensation coverage under this Agreement. If the Contractor has the assistance of other persons in the performance of the Agreement, the Contractor shall qualify and remain qualified for the term of this Agreement as a carrier-insured or self-insured employer under ORS 656.407. If the Contractor performs this Agreement without the assistance of any other person, unless otherwise agreed to by the parties, Contractor shall apply for and obtain workers' compensation insurance for himself or herself as a sole proprietor under ORS 656.128.

10. Statutory Provisions. Pursuant to the requirements of ORS 279B.220 through 279B.235 and Article XI, Section 10 of the Oregon Constitution, the following terms and conditions are made a part of this Agreement:

A. Contractor shall:

(1) Make payment promptly, as due, to all persons supplying to Contractor labor or material for the performance of the work provided for in this Agreement. [ORS 279B.220 (1)]

(2) Pay all contributions or amounts due the Industrial Accident Fund from the Contractor or any subcontractor incurred in the performance of this Agreement. [ORS 279B.220 (2)]

(3) Not permit any lien or claim to be filed or prosecuted against County on account of any labor or material furnished. [ORS 279B.220 (3)]

(4) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. [ORS 279.220 (4)]

B. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness and injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all moneys and sums that Contractor collects or deducts from the wages of employees under any law, contract or agreement for the purpose of providing or paying for such services. [ORS 279B.230 (1)]

C. Contractor shall pay employees at least time and a half pay for work the employees perform under this Agreement on the legal holidays specified in a collective bargaining agreement or in ORS 279B.020 (1)(b)(B) to (G) and for all time the employee works in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. [ORS 279B.235 (5)(a)]

D. Contractor shall notify employees in writing, who work under this Agreement, either at the time of hire or before work begins on this Agreement, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the contractor may require the employees to work. [ORS 279A.235 (5)(b)]

E. All subject employers working under this Agreement are either employers that will comply with ORS 656.017 or employers that are exempt under ORS 656.126.

[ORS 279B.230 (2)]

F. This Agreement is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10 of the Oregon Constitution, and is contingent upon funds being appropriated therefor. Any provisions herein which would conflict with law are deemed inoperative to that extent.

11. Non-Discrimination. Contractor agrees that no person shall, on the grounds of race, color, creed, national origin, sex, marital status, handicap or age, suffer discrimination in the performance of this Agreement when employed by Contractor. Contractor certifies that it has not discriminated and will not discriminate, in violation of ORS 279A.110, against a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise that is certified under ORS 200.055 in awarding a subcontract.

12. Tax Compliance. As required by ORS 279B.045, Contractor represents and warrants that Contractor has complied with the tax laws of this state and all political subdivisions of this state, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and

318. Contractor shall continue to comply with the tax laws of this state and all political subdivisions of this state during the term of the public contract. Contractor’s failure to comply with the tax laws of this state or a political subdivision of this state before the Contractor executes this Agreement or during the term of this Agreement is a default for which County may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or under applicable law. Contractor hereby certifies, under penalty of perjury, as provided in ORS 305.385(6), that to Contractor’s knowledge, Contractor is not in violation of any of the tax laws of this state or political subdivision of this state, including but not limited to ORS 305.380(4).

12. Nonassignment; Subcontracts. Contractor shall not assign, subcontract or delegate the responsibility for providing services hereunder to any other person, firm or corporation without the express written permission of the County, except as provided in Contractor's Proposal.

13. Nonwaiver. The failure of the County to enforce any provision of this Agreement shall not constitute a waiver by the County of that or any other provision of the Agreement.

14. Indemnity. Contractor shall indemnify, defend, save, and hold harmless the County, its officers, agents and employees, from any and all claims, suits or actions of any nature, including claims of injury to any person or persons or of damage to property, caused directly or indirectly by reason any error, omission, negligence, or wrongful act by Contractor, its officers, agents and/or employees arising out the performance of this agreement. This indemnity does not apply to claims, suits or actions arising solely out of the negligent acts or omissions of the County, its officers, agents or employees.

15. Insurance. Contractor shall maintain commercial general liability and property damage insurance in an amount of not less than $2,000,000 per occurrence to protect County, its officers, agents, and employees. Contractor shall provide County a certificate or certificates of insurance in the amounts described above which names County, its officers, agents and employees as additional insureds. Such certificate or certificates shall be accompanied by an additional insured endorsement. Contractor agrees to notify County immediately upon notification to Contractor that any insurance coverage required by this paragraph will be canceled, not renewed or modified in any material way, or changed to make the coverage no longer meet the minimum requirements of this Contract.

16. Termination. This Agreement may be terminated at any time in whole or in part by mutual consent of both parties, or by the County, with or without cause, upon thirty (30) days advance written notice delivered by registered or certified mail, or in person, to the Contractor. The County may terminate this Agreement, effective upon delivery of written notice to Contractor, or at such later date as may be established by the County under the following conditions:

A. If Contractor fails to perform the work in a manner satisfactory to County.

B. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

C. If funding becomes inadequate to allow the work to continue in accordance with the project schedule.

In case of termination, Contractor shall be required to repay to County the amount of any funds advanced to Contractor which Contractor has not earned or expended through the provision of services in accordance with this Agreement. However, Contractor shall be entitled to retain all costs incurred and fees earned by Contractor prior to that termination date, and any amounts remaining due shall be paid by County not to exceed the maximum amount stated above and decreased by any additional costs incurred by County to correct the work performed. The rights and remedies of the County related to any breach of this Agreement by Contractor shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Agreement. Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued before such termination.

17. Time of the Essence. The parties agree that time is of the essence in this Agreement.

18. Ownership of Documents. All documents of any nature and/or electronic data including, but not limited to, working papers, reports, material necessary to understand the documents and/or data, drawings, works of art and photographs, produced, prepared and/or compiled by Contractor pursuant to this Agreement are the property of County, and it is agreed by the parties that such documents are works made for hire. Contractor hereby conveys, transfers, and grants to County all rights of reproduction and the copyright to all such documents.

19. Mediation. In the event of a dispute between the parties arising out of or relating to this

Contract, the parties agree to submit such dispute to a mediator agreed to by both parties as soon as practicable after the dispute arises, and preferably before commencement of litigation of any permitted arbitration. The parties agree to exercise their best efforts in good faith to resolve all disputes in mediation.

20. Choice of Law. This Agreement shall be governed by the laws of the State of Oregon.

21. Venue. Venue relating to this Agreement shall be in the Circuit Court of the State of

Oregon for Columbia County, located in St. Helens, Oregon.

22. Attorneys Fees. In the event an action, suit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for its own attorneys fees, expenses, costs and disbursements for said action, suit, proceeding or appeal.

23. Severability. If any provision of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holdings shall not affect the validity of the remaining portions hereof.

24. No Third-Party Rights. This Agreement is solely for the benefit of the parties to this

Agreement. Rights and obligations established under this Agreement are not intended to benefit any person or entity not a signatory hereto.

25. Counterparts. This Agreement may be executed in several counterparts (facsimile or otherwise) all of which when taken together shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart.

Each copy of this Agreement so executed shall constitute an original.

26. Electronic Signatures. The Parties agree that signatures showing on PDF documents, including but not limited to PDF copies of the Agreement and amendments, submitted or exchanged via email are “Electronic Signatures” under ORS Chapter 84 and bind the signing Party and are intended to be and can be relied upon by the Parties. The County reserves the right at any time to require the submission of the hard copy originals of any documents.

27. ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE CONTRACTOR'S

PROPOSAL) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS

AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY

BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF

MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE

SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS,

OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN

REGARDING THIS AGREEMENT. CONTRACTOR, BY THE SIGNATURE OF ITS

AUTHORIZED REPRESENTATIVE(S) BELOW, HEREBY ACKNOWLEDGES THAT IT

HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY

ITS TERMS AND CONDITIONS.

CONTRACTOR BOARD OF COUNTY COMMISSIONERS

FOR COLUMBIA COUNTY, OREGON

Name: By:______________________________

Kellie Jo Smith, Chair

By: By:______________________________

Casey Garrett, Commissioner

Title: By:______________________________

Margaret Magruder, Commissioner Date:_______________________ Date:______________________

Approved as to form

By:___________________________ Office of County Counsel Attachment 1- Request for Proposals

Attachment 2- Contractor’s Proposal Attachment 3- Special Terms and Conditions to be Negotiated Attachment 4- Fee Structure