Yamhill County Security Products RFP 2025.pdf

Yamhill County, Oregon

Request for Proposals

Cybersecurity Product

1/21/2025

POINT OF CONTACT

Refer all questions to:

Shane Hoffman

434 NE Evans Street McMinnville, Oregon 97128

971-517-0970 isrfp@yamhillcounty.gov

PROPOSALS DUE:

February 21, 2025 by

3:00 PM

at

434 NE Evans Street McMinnville, Oregon 97128

SECTION A – TABLE OF CONTENTS

COVER PAGE

A. TABLE OF CONTENTS

B. GENERAL INFORMATION

B.1 Introduction B.2 Schedule B.3 Single Point of Contact B.4 Authority

C. SCOPE OF WORK

C.1 Overview C.2 Work Requirements and Professional Services

D. PROCUREMENT REQUIREMENTS AND EVALUATION

D.1 Pre-Proposal Phone Conference……………………………………………… 3 D.2 Submission Requirements D.3 Procurement Process D.4 Evaluation Process

E. AWARD AND NEGOTIATION

E.1 Award Consideration E.2 Intent-To-Award Announcement E.3 Negotiation E.4 Insurance Required

F. PROTEST PROCEDURES

F.1 Solicitation Protests F.2 Contract Award Protests F.3 Response to Protests

G. MISCELLANEOUS TERMS AND CONDITIONS

G.1 Costs of Proposals G.2 Addendum G.3 Cancellation G.4 Disputes G.5 Publicity G.6 Conflict of Interest G.7 Collusion G.8 Taxpayer Identification Number G.9 Business Registry G.10 Additional Reservations

EXHIBITS

Exhibit A: Functional Requirements Exhibit B: Affidavit of Trade Secret Exhibit C: Sample of Services Contract Exhibit D: Proposer Information and Certification Sheet

SECTION B – GENERAL INFORMATION

B.1 Introduction

The Information Technology Division of Yamhill County is currently accepting proposals from private organizations to provide network detection and response services.

Additional details on the scope of services to be provided is included in Section C - Scope of Work.

The County anticipates the award of one contract from this RFP. The initial term of the contract is anticipated to be three (3) years.

B.2 Schedule The table below represents a tentative schedule of events. All times are listed in Pacific Time. All dates listed are subject to change.

Event Date Time

Closing (Proposals Due) 02/21/2025 3:00PM

Issuance of Notice of Award (approx.) 04/30/2025 5:00PM

B.3 Point of Contact The Point of Contact (POC) for this RFP is identified on the Cover Page of this RFP, along with the POC’s contact information. Proposers shall direct all communications related to any provision of the RFP, whether about the technical requirements of the RFP, contractual requirements, the RFP process, or any other provision only to the POC.

B.4 Authority

The County is issuing this RFP pursuant to its authority under both state law and Yamhill County Code. The County is using the Request for Proposals method of procurement, pursuant to ORS 279C and YCC 3.20.048.

SECTION C – SCOPE OF WORK

C.1. Overview

Yamhill County (referred to herein as “Yamhill County” or “County”) is in the Willamette Valley of Oregon. The County seat is McMinnville, about 35 miles southwest of Portland. The County has a population of about 109,000 residents. Yamhill County is a general law county with three elected Commissioners and five elected department heads. The remainder of the County falls under the supervision of the appointed County Administrator. Yamhill County employs approximately 800 employees and provides a myriad of services, including but not limited to, public health, adult, youth and family behavioral health services, roads, bridges, parks, fairgrounds, law enforcement, juvenile and adult corrections facilities.

In 2025, the County’s current contract for network detection and response services expires. The chosen solution must include monitoring of network traffic as well as monitoring of email for malicious behavior and other 3rd party integrations, all managed by the County Information Technology department. We are seeking a mature, cost-effective network detection and response solution from a vendor with experience partnering with counties or other local municipalities and that meets our functional needs.

C.2 Work Requirements and Technical Services

Project Management & Implementation

The chosen vendor will supply a professional project team to oversee and provide the services needed for a successful implementation of the new solution. The vendor’s project team shall be responsible for developing a comprehensive project management plan to include training, system configuration, outlining methods of communication for implementation, supplying a detailed project timeline, and identifying tasks and deliverables for both County staff and vendor’s staff.

SECTION D – PROCUREMENT REQUIREMENTS AND EVALUATION

D.1 Pre-Proposal Phone Conference

There will be no pre-proposal phone conference for this RFP.

D.2 Proposal Requirements

D.2.1 Submission Requirements. Proposals should follow the format and reference the sections listed below. Responses to each section and subsection should be labeled to indicate the item being addressed. Proposal must describe in detail how requirements of this RFP will be met and may provide additional related information. Proposers shall submit one digital copy of their Proposal via email to the email address of the POC in PDF format only. Proposals shall be addressed to the POC by name.

Submissions that are delayed or whose delivery is disrupted due to email security tools from the county or other entities are not considered to have been received by the County. Therefore, it is recommended – but not required – that that steps be taken to confirm receipt of the submission.

D.2.2 Proposal Content Requirements. All Proposals must include the following information:

1. Description of Proposer’s project team

2. Description of Proposer’s experience in the cybersecurity industry

3. Description of Proposer’s project implementation methodology o Project plan example – based on prior projects for an organization our size o Project schedule example - based on prior projects for an organization our size o Describe the steps to implement the system configuration specific to Yamhill County needs o Describe the cutover from current solution to your solution

4. Description of Proposer’s support structure o How are patches/updates applied – customer communication and downtime considerations o Support structure for issues post implementation

5. Description of Proposer’s training during implementation and ongoing

6. Confirmation of the Proper’s uptime over past 5 years, if hosted

7. Completion of the County’s functional requirements list, attached hereto as Exhibit A

D.2.3 Proposer Information and Certification Sheet. In addition to providing the information requested above, Proposals must include a Proposer Information and Certification Sheet, attached hereto as Exhibit D.

D.2.4 Proposed Cost Proposal. Proposers must also submit, preferably in a separately sealed and labeled envelope, the Proposer’s proposed: 1) cost for project implementation, 2) proposed ongoing yearly licensing fee, 3) average annual rate increases over the past five years; 4) expected maintenance cost projections, and 5) an anticipated not-to-exceed amount for a 3-year contract, which shall constitute an offer that is irrevocable for not less than 90 days after the date of the Proposal.

D.2.5 Public Record/Confidential or Proprietary Information. All information submitted by a Proposer shall be a public record and subject to disclosure pursuant to the Oregon Public Records Act (ORS 192.410 et seq.), except such portions of the proposals for which proposer requests exemption from disclosure consistent with Oregon law. If a Proposer believes that any portion of its Proposal contains any information that is a trade secret under ORS Chapter 192.501(2), or otherwise is exempt from disclosure under the Oregon Public Records Law (ORS 192.311 through 192.478), Proposer shall complete and submit the Affidavit of Trade Secret (Exhibit B) and a fully redacted version of its Proposal. If a Proposer fails to identify the portions of its Proposal that Proposer claims are exempt from disclosure, the Proposer has waived any future claim of non-disclosure of that information. Identifying the Proposal, in whole, as exempt from disclosure is not acceptable.

The fact that a Proposer marks and segregates certain information as exempt from disclosure does not mean that the information is necessarily exempt. Any portion of a Proposal that the Proposer claims constitutes a “trade secret” or is “confidential” must meet the requirements of ORS 192.501(2) and ORS 192.502(4). The County will make an independent determination regarding exemptions applicable to information that has been properly marked and redacted. Unless expressly provided otherwise in this RFP or in a separate communication, the County does not agree to withhold from public disclosure any information submitted in confidence by a Proposer unless the information is otherwise exempt under Oregon law.

If the County refuses to release the records, the Proposer agrees to provide information sufficient to sustain its position to the District Attorney of Yamhill County, who currently considers such appeals. If the District Attorney orders that the records be disclosed, the County will notify the Proposer in order for the Proposer to take all appropriate legal action. The Proposer further agrees to hold harmless, defend and indemnify the County for all costs, expenses and attorney fees that may be imposed on the County as a result of appealing any decision regarding the Proposer’s records.

D.2.6 Proposal Submission. Proposer is solely responsible for ensuring its Proposal is received by the County in accordance with the RFP requirements before the closing date and time listed in Schedule B.2. The County is not responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery. Proposal submitted by any means not authorized may be rejected.

D.2.7 Acceptance of Contract Terms. By submitting a Proposal, Proposer shall accept all terms and conditions of the County’s Contract as shown in Exhibit C, attached hereto and incorporated herein by reference.

D.3 Procurement Process.

D.3.1 RFP Availability. This RFP, including all Exhibits and Amendments, are available by contacting the POC described in Section B.3. The POC will email this RFP, including all Exhibits and Amendments, upon request but will not be mailing these documents to prospective Proposers unless requested pursuant to Section D.3.2.

D.3.2 Hard Copy Document Fees & Delivery. Proposers may also request hardcopies of the RFP, Exhibits, and Amendments from the POC. All costs for these documents and any associated delivery fees are at Proposer’s expense.

D.3.3 Amendments. Any amendments to the original solicitation can be viewed by contacting the POC to make arrangements.

Proposers may request automatic notifications of any subsequent amendments to the RFP through the POC described in Section B.3. Except to the extent required by public interest, the County shall not issue an amendment less than 72 hours before the Proposal due date and time unless the amendment also extends the due date and time.

D.3.4 Clarifications, Objections, and Questions. Any Proposer that finds discrepancies in, or omissions from any provision of the RFP or Exhibits, or has doubt as to the meaning, shall make a request for clarification or modification in writing, to the POC described in Section B.3. To be considered, the request for clarification or modification must be received by the County by the date and time described in the Schedule provided in Section B.2. Clarifications, whether verbal or in writing, do not change the RFP, Exhibits, contractual terms, or procurement requirements of this RFP unless a formal amendment has been issued by the County.

If a substantive clarification is in order, a formal amendment will be issued pursuant to Section D.3.3.

D.3.5 Withdrawal of Proposals. If a Proposer wishes to withdraw a submitted Proposal, it shall do so prior to Closing. The Proposer shall submit a written notice signed by an authorized representative of its intent to withdraw its Proposal. The notice must include the RFP number and be submitted to the POC no later than the due date and time identified in Section B.2.

D.3.6 Proposal Due. Proposals and all required submittal items must be received by the POC on or before the closing date and time identified in the Schedule provided in Section B.2, or as amended. Proposals received after the closing date and time are considered LATE and will NOT be accepted for evaluation. Late Proposals will be returned to the respective Proposer or destroyed.

D.3.7 Proposal Rejection. The County may reject a Proposal for any of the following reasons:

• Proposer fails to substantially comply with all prescribed RFP procedures and requirements, including, but not limited to, the requirement that Proposer’s authorized representative sign the Proposer Information and Certification Sheet in ink.

• Proposer fails to meet the responsibility requirements of ORS 279B.110.

• Proposer makes any contact regarding this RFP with County representatives such as County employees or officials other than the POC or those the POC authorizes, or inappropriate contact with the POC.

• Proposer attempts to inappropriately influence a member of the Evaluation Committee.

• Proposal is conditioned on the County’s acceptance of any other terms and conditions or rights to negotiate any alternative terms and conditions that are not reasonably related to those expressly authorized for negotiation in the RFP or Addenda.

D.3.8 Opening of Proposal. There will be no public opening of proposals. Proposals received will not be available for inspection until after the evaluation process has been completed and the Intent-to-Award Notification is issued. However, the County will record and make available the identity of all Proposers after the opening.

D.4 Evaluation Process.

D.4.1 Responsiveness and Responsibility Determination. Proposals received prior to closing will be reviewed for responsiveness to all RFP requirements. If the Proposal is unclear, the POC may request clarification from the Proposer. However, clarifications may not be used to rehabilitate a non-Responsive Proposal. If the POC finds the Proposal non-Responsive, the Proposal may be rejected; however, the County may waive mistakes in accordance with YCC 3.20.047.

At any time prior to award, the County may reject a Proposal found to be not Responsible in accordance with YCC 3.20.047 and ORS 279B. In doing so, the County may investigate the Proposer and request information in addition to that already required in the RFP, when the County, in its sole discretion, considers it necessary or advisable.

D.4.2 Two-phase Evaluation. Proposals that satisfy the Responsiveness and Responsibility Determination shall be evaluated by an Evaluation Committee in two phases. In the initial phase of the evaluation, the Evaluation Committee shall evaluate each Proposal on the basis of the Proposer’s qualifications to perform the services described herein. In the second phase of the evaluation, the County shall evaluate the Hourly Rate and Cost Proposals received from (up to) the top three highest-ranked Proposers in Phase I, which shall be done in accordance with YCC 3.20.048.0280.

D.4.3 Evaluation Criteria. Points possible in the evaluation are as follows:

Evaluation Criteria Maximum Points Reference Section

• Description of project team 5 D.2.2.1

• Description of experience in the cybersecurity industry 10 D.2.2.2

• Description of project implementation methodology 5 D.2.2.3

• Description of support structure 5 D.2.2.4

• Description of training during implementation and ongoing 5 D.2.2.5

• Confirmation of uptime over the previous 5 years 5 D.2.2.6

• Completed functional requirements list 50 D.2.2.7/Exhibit A

• Cost Proposal 15 D.2.4

TOTAL POINTS 100

The POC may request further clarification to assist the Evaluation Committee in gaining additional understanding of a Proposal. A response to a clarification request must be done only to clarify or explain portions of the already submitted Proposal and may not contain new information not included in the original Proposal.

D.4.4 Additional Rounds of Evaluation. The County may conduct additional rounds of evaluation if in the best interest of the County.

Additional rounds of evaluation may consist of, but will not be limited to:

• Presentations/Demonstrations

• Additional Submittal Items

• Interviews

If the County elects to conduct additional round(s), the County shall provide written notice to all Proposers describing the next step.

At any time, the County may dispense with the selected additional round and: (1) proceed to Phase II of the evaluation process;

(2) issue a Notice of Intent to Award to the highest-ranking Proposer; (3) elect to conduct an alternative round of competition; or (4) cancel the solicitation.

SECTION E – AWARD AND NEGOTIATION

E.1 Award Consideration. The County, if it awards a Contract, shall award a Contract to the highest ranking Responsive and Responsible Proposer(s) based upon the scoring methodology and process described herein. The County may award less than the full Scope defined in this RFP.

E.2 Intent-To-Award Announcement. The County will notify all Proposers in writing that the County intends to award a contract to the selected Proposer(s) subject to successful negotiation of any negotiable provisions. The County reserves the right to announce its Intent-to-Award Announcement by letter, email, or fax. The Intent-to-Award Announcement shall serve as notice to all Proposers that the County intends to make an award.

E.3 Negotiations. The County and the selected Proposer(s) shall mutually discuss and refine the scope of services for the project and shall negotiate conditions, including but not limited to compensation level and performance schedule, based on the scope of services requested. The compensation level paid for the services provided must be reasonable and fair to the County as determined solely by the Yamhill County Board of Commissioners.

E.4 Insurance Required. The selected Proposer(s) shall provide all required proofs of insurance to the County within 30 calendar days of notification of intent to award. Failure to present the required documents within the 30 calendar-day period may result in offer rejection. Proposers are encouraged to consult their insurance agent(s) about the insurance requirements as identified in Exhibit C prior to offer submission.

SECTION F – PROTEST PROCEDURES

F.1 Solicitation Protests.

A Proposer may protest terms and conditions of this RFP pursuant to YCC 3.20.048.0240(1). An Offeror must deliver a written protest to the POC provided in Section B.3 not less than seven (7) days prior to the closing date. Each protest and request for change must include the reasons for the protest or request and any proposed changes to the RFP provisions or specifications. The County is not required to consider an Offeror’s request for change or protest after the deadline.

F.2 Contract Award Protests.

F.2.1 Contract Award Protests Generally. An adversely affected or aggrieved Proposer may submit a written protest of the County’s selection of a consultant for award of a contract in accordance with YCC 3.20.048.0240(2). In order to be an adversely affected or aggrieved Proposer, the Proposer must show that they are the actual highest-ranked Proposer because all other higher-ranked Proposers failed to meet the requirements of the RFP, or because the higher-ranked Proposers otherwise are not qualified to perform the services requested under this RFP.

F.2.2 Contract Award Protest Deadline. Proposers will have seven (7) calendar days from the date of the Intent-to-Award Announcement within which to file a written protest. Protests submitted after that date will not be considered. Protests must be addressed to the POC provided in Section B.3. After expiration of the seven (7) calendar-day protest period, and resolution of all protests, the County will proceed with final contract award. (If the County receives only one bid, the County may dispense with the protest period and proceed with award of a contract.)

F.3 Response to Protests.

The County will respond in writing to protests submitted by adversely-affected or aggrieved Proposers within a reasonable time following the County’s receipt of the protest. Once resolved, the County will promptly issue a written decision on the protest to the Proposer who submitted the protest. If the protest results in a change to the RFP, the County shall revise the RFP accordingly and will re-advertise the RFP in accordance with YCC 3.20.048.

SECTION G – MISCELLANEOUS TERMS AND CONDITIONS

G.1 Costs of Proposals. Responses to this RFP do not commit the County to pay any costs incurred by any Proposer in the submission of a Proposal. The Proposer assumes the sole risk and responsibility for all expenses connected with the preparation of its Proposal.

G.2. Addendum. Any change to this RFP shall be made by written addendum. The County is not responsible for any explanation, clarification or approval made or given orally or in any manner other than by addendum. The Proposer agrees to and shall comply with, all requirements, specifications and terms and conditions contained within the RFP, including all Addenda, if any.

G.3 Cancellation. The County reserves the right to cancel this RFP solicitation or award of the contract at any time before execution of the contract by both parties if cancellation is deemed to be in Yamhill County's best interest. In no event shall the County have any liability for the cancellation of award.

G.4 Disputes. In case of any doubt or differences of opinions as to the items or service to be furnished hereunder, or the interpretation of the provisions of the RFP, the decision of the County shall be final and binding upon all parties.

G.5 Publicity. Any publicity giving reference to this project, whether in the form of press releases, brochures, photographic coverage, or verbal announcement, shall be done only after prior approval of the County.

G.6 Conflict of Interest. A Proposer submitting a proposal thereby certifies that no officer, agent or employee of Yamhill County who has a pecuniary interest in this RFP has participated in the contract negotiations on the part of the County, that the proposal is made in good faith without fraud, collusion or connection of any kind with any other proposer of the same call for proposals, and that the proposer is competing solely in its own behalf without connection with or obligation to, any undisclosed person or firm.

G.7 Collusion. A Proposer submitting a proposal hereby certifies that no officer, agent, or employee of Yamhill County has a financial interest in its Proposal; that its Proposal is made in good faith without fraud, collusion, or connection of any kind with any other Proposer; and that the Proposer is competing solely on its own behalf without connection with, or obligation to, any undisclosed person or firm.

G.8. Taxpayer Identification Number. The apparent successful Proposer shall provide its Taxpayer Identification Number (TIN) and backup withholding status on a completed W-9 form if either of the following applies:

• When requested by the County (normally in an intent to award notice), or

• When the backup withholding status or any other information of Proposer has changed since the last submitted W-

9 form, if any.

The County will not make any payment until the County has a properly completed W-9.

G.9 Business Registry. If selected for award, the Proposer must be duly authorized by the State of Oregon to transact business in the State of Oregon before executing the Contract. The selected Proposer shall be required to submit a current Oregon Secretary of State Business Registry number, or an explanation if not applicable.

All Corporations and other business entities (domestic and foreign) must have a Registered Agent in Oregon. See requirements and exceptions regarding Registered Agents. For more information, see Oregon Business Guide, How to Start a Business in Oregon and Laws and Rules. The titles in this subsection are available at the following Internet site:

http://www.filinginoregon.com/index.htm.

G.10 Additional Reservations. The County reserves the right to:

• Waive any irregularities of informalities in any Proposals

• Extend the deadline for submission of Proposals

• Accept the proposal deemed to be the most beneficial to the public and Yamhill County

• Negotiate and accept, without advertising the RFP, the proposal of any other offer in the event that an agreement cannot be successfully negotiated with the selected Proposer.

ATTACHED EXHIBITS

Exhibit A: Functional Requirements Exhibit B: Affidavit of Trade Secret Exhibit C: Sample of Services Contract Exhibit D: Proposer Information and Certification Sheet http://www.filinginoregon.com/index.htm

EXHIBIT A – Functional Requirements

EXHIBIT A – FUNCTIONAL REQUIREMENTS

Number Feature Offered

(Indicate:

Yes/No)

Vendor Comment

1 Realtime dashboard with auto-refresh

2 Threat Models that can be customized or disabled

Threat detection that is sophisticated (ie heuristics, AI, Machine learning)

4 Able to establish baseline behavior and alert on anomalies

5 Alerts/Notifications that are high-confidence

6 Out of the box reports with ability to create custom reports

7 Mobile app that can notify of threats

8 GUI that facilitates threat hunting tasks

9 Ability to add users to the system with different levels of access

10 2FA capability for all authentication into the system

Capable of integrate with MS Entra ID or Active Directory for authentication

12 Ability to support/monitor ipv6 traffic

13 Ability to export logs to a SIEM

14 Ability to ingestion of 3rd party feeds for threats, IOCs, etc.

Integration with Bitdefender EDR (Basic level, or describe to what extent integration can occur)

Monitor and alert on O365 authentications, with ability to take automatic actions in response to malicious authentication attempts

17 Monitor and alert on authentications from Duo

18 [Email] Inspect incoming and outgoing emails for malicious urls

19 [Email] Inspect incoming and outgoing emails for malicious files

20 [Email] Inspect incoming and outgoing emails for data exfiltration

21 [Email] Able to rewrite questionable urls

[Email] Able to create exceptions for known good email addresses and learn from manual intervention

[Email] Able to release an original email or otherwise reverse the action taken

Able to stop an attack automatically if confidence is high, within any human intervention

Able to monitor inter-VM traffic in virtual environments (compatible with Nutanix AHV)

Able to search the system to locate network activity between two devices, and capable of producing packet captures of that traffic afterward

Able to export search results or other threat hunting outcomes from the system

Robust customer service/support (phone, email options, including references)

Ability to monitor devices that are outside county buildings (ie employees working remotely)

EXHIBIT B – Affidavit of Trade Secret

EXHIBIT B

Affidavit of Trade Secret

____________________ (Affiant), being first duly sworn under oath, and representing [insert Proposer Name] (hereafter “Proposer”), hereby deposes and swears or affirms under penalty of perjury that:

1. I am an employee of the Proposer, I have knowledge of the Request for Proposals referenced herein, and I have full authority from the Proposer to submit this affidavit and accept the responsibilities stated herein.

2. I am aware that the Proposer has submitted a Proposal, dated on or about [insert date] (the “Proposal”), to Yamhill County in response to Request for Proposals XXX for [INSERT 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”) 192.410 through 192.505, 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 [insert] 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 have and read and understand the provisions provided in Section D.2.5 of the RFP, and I agree to be bound by those terms. I further understand that disclosure of the information referenced in [insert] may depend on official or judicial determinations made in accordance with the Public Records Law.

Affiant’s Signature

State of ___________) ) ss:

County of ________) Signed and sworn to before me on ___________ (date) by ______________________ (Affiant’s name).

Notary Public for the State of _________________ My Commission Expires: _________

EXHIBIT C – Sample of Services Contract

EXHIBIT C

PERSONAL SERVICES CONTRACT

THIS CONTRACT is made and entered into by and between YAMHILL COUNTY, a political subdivision of the State of Oregon, acting by and through its [DEPARTMENT], hereinafter referred to as the “County”, and [CONTRACTOR], an Oregon corporation whose Federal Employer

Identification No. is [INSERT FEIN], hereinafter referred to as the “Contractor”.

RECITALS

1. WHEREAS, The County requires the services of a [type of provider] to provide [summary of services]; and

2.

3. WHEREAS, The County procured the services of the Contractor through a [SELECT ONE:

Small Procurement OR Intermediate Procurement OR Competitive Sealed Procurement OR Sole-

Source Procurement OR Emergency Procurement OR Special Procurement] pursuant to the relevant provisions of ORS 279B and YCC 3.20.047; and

4.

5. WHEREAS, The Contractor was selected because they possess the particular training, abilities, knowledge, qualifications, and experience the County requires as set forth herein; and

1.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed by the parties as follows:

6.

AGREEMENT

1. TERM. This Contract shall become effective, and services required hereunder shall commence, on the date the Contract is executed by both parties, or on [DATE], whichever is sooner, and shall terminate on [DATE], unless otherwise terminated or extended as provided herein. [INSERT THE FOLLOWING IF APPLICABLE: Upon mutual agreement of the parties, the Contract term may be renewed and extended in accordance with Section 7.]

7.

2. CONSIDERATION. As consideration for the performance of all terms and conditions set forth in this Contract, the County shall pay the Contractor a sum not to exceed $[NTE]. The

County shall make payment upon receipt and acceptance of the services as invoiced by the

Contractor. The County shall pay invoices within thirty (30) days after an invoice has been received and approved by the authorized a County representative.

a. [INSERT SPECIFIC PAYMENT SCHEDULE AS NEEDED]

b. The compensation provided herein shall be exclusive, and the County shall neither pay nor provide Contractor with any fringe benefits, including, but not limited to, retirement, health insurance, workers’ compensation insurance, unemployment insurance, or sick leave. No additional compensation or alternate form thereof shall be payable by the County to the Contractor for any purpose whatsoever unless otherwise agreed in writing. The Contractor shall be responsible for paying all income taxes, Social Security or self-employment taxes and any other taxes or assessments imposed by any governmental body incurred by reason of the County’s payment of compensation hereunder to Contractor.

8.

3. SERVICES. The Contractor shall provide to the County services as specified in Exhibit A, attached hereto and by reference incorporated herein.

a. [INSERT IF SERVICES PROCURED THROUGH A COMPETITIVE BID] In addition to abiding by the terms and conditions stated herein, the Contractor shall abide by and conform to all obligations asserted by the Contractor in their bid, quote, or proposal, attached hereto as Exhibit X and incorporated herein. If any discrepancy exists between a provision in this Contract and a provision in Exhibit X, the provisions of this Contract shall prevail.

9.

4. [INSERT IF HEALTH CONTRACT] BUSINESS ASSOCIATE AGREEMENT. In accordance with Exhibit X, the terms of this Contract create the relationship of “Covered

Entity” and “Business Associate” between the County and the Contractor. HIPAA and the

Privacy and Security Rule, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act), require “Covered Entities” and “Business

Associates” to enter into a Business Associate Agreement to protect certain health information. The Business Associate Agreement between the County (the Covered Entity) and the Contractor (the Business Associate) is set forth in the attached Exhibit X and is incorporated herein by this reference.

10.

5. WARRANTY OF SERVICES. The County has relied upon the professional ability, qualifications, and training of the Contractor as a material inducement to enter into this

Contract. Accordingly, the Contractor represents and warrants that: (i) the Contractor shall perform all services set forth herein in a good and workmanlike manner, in conformance with the terms, conditions, and requirements of this Contract, and in accordance with the highest applicable professional and/or industry standards; (ii) the Contractor warrants that each of the

Contractor’s employees assigned to perform services under this Contract has the proper skill, training, and background to be able to perform the services in a competent, timely, and professional manner and that all services shall be so performed; and (iii) the Contractor shall at all times maintain and keep current all professional licenses, certifications, and professional liability insurance required to perform the work set forth in this Contract.

2.

6. INDEPENDENT CONTRACTOR. This agreement is not a contract of employment. The

County does not seek to hire Contractor as an employee(s) of the County nor does the

Contractor desire to be an employee(s) of the County for performance of the services described herein. The parties intend that the Contractor, in performing the services specified herein, shall be and act as an independent contractor and shall have professional control of the work and the manner in which it is performed. The Contractor shall have the sole authority to determine the manner and means of performing the services described herein, and the County shall not interfere with, control, or direct the manner or method in which such services are performed; provided, the County shall direct Contractor as to the work to be assigned and shall have the right to direct the required results to the extent such direction may be consistent with the nature of the Contractor’s services. The Contractor shall not be considered an agent of the County, and the County shall not be responsible for any claims, demands, or causes of action of any kind or character arising in favor of any person, on account of personal injuries, or death, or damage to property occurring, growing out of, incident to, or resulting directly or indirectly from the operations or activities of the Contractor.

11.

7. AMENDMENT. This Contract may be amended to the extent permitted by applicable statutes, administrative rules, ordinances, and local ordinances. No amendment shall bind either party unless in writing and signed by both parties.

3.

8. COMPLIANCE WITH ORS 279B.220. For all services provided under this Contract, the

Contractor shall: (i) pay promptly, as due, all persons supplying labor or material; (ii) pay all contributions or amounts due the Industrial Accident Fund from the Contractor or any subcontractor; (iii) not permit any lien or claim to be filed or prosecuted against the County or any subdivision thereof; and (iv) pay to the State of Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.167. If the Contractor does not pay promptly any claim that is due for the services furnished to the Contractor by any subcontractor in connection with this Contract, the County may pay such claim and charge that payment against any payment due to the Contractor under this Contract. The County’s payment of a claim does not relieve the Contractor or its surety, if any, from their obligations for any unpaid claims.

12.

9. HOURS OF LABOR; COMPLIANCE WITH PAY EQUITY PROVISIONS.

a. Pursuant to ORS 279B.235(3), the Contractor shall pay the Contractor’s employees who perform work under this Contract at least time and a half for all overtime in excess of 40 hours a week, and for work performed on any legal holiday as specified in ORS

279B.020, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime.

b. Pursuant to ORS 279B.235(1)(b), the Contractor shall comply with the prohibition set forth in ORS 652.220. Such compliance is a material element of this Contract and failure to comply is a breach that entitles the County to terminate the Contract for cause.

c. Pursuant to ORS 279B.235(1)(c), the Contractor shall not prohibit any of the

Contractor’s employees from discussing the employee’s rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee’s rate of wage, salary, benefits or other compensation with another employee or another person.

d. Pursuant to ORS 279B.235(5)(b), the Contractor shall notify, in writing, any person employed by the Contractor under this Contract, either at the time of hire or before work begins on the Contract, 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.

10. WORKERS’ COMPENSATION. If the Contractor is a subject employer for workers’ compensation or unemployment insurance purposes, Contractor shall provide such workers’ compensation and unemployment coverage benefits at its sole cost and expense and shall provide proof of such insurance and benefits at the County’s request. The parties hereto specifically agree that this Contract will render the Contractor and the Contractor’s employees, if any, ineligible for benefits under ORS 656.029 and that the County shall not be liable for, responsible for, or in any way or manner be required to provide, workers’ compensation benefits for the Contractor or the Contractor’s employees.

13.

11. COMPLIANCE WITH LAWS. The Contractor shall comply with all federal, state, and local laws, codes, regulations and ordinances applicable to the provision of services under this

Contract, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities

Act of 1990 (Pub L No 101- 336), ORS 659.425, and all amendments of and regulations and administrative rules established pursuant to those laws; and (iv) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

Any violation by Contractor of any applicable law required in the provision of services hereunder shall constitute breach of this Contract, and Contractor shall be solely liable for any and all claims arising out of, connected with, or as a result of the violation.

4.

12. INDEMNIFICATION. The Contractor shall defend, indemnify, and hold harmless the

County, its officers, agents, and employees from any claims, liabilities, demands, damages, actions, or proceedings arising from or relating to the acts or omissions of the Contractor in connection with the performance of any services required hereunder. The Contractor shall be responsible for any damage to property, injury to persons, and any loss, expense, inconvenience, and/or delay that may be caused by, or result from, the carrying out of services under this Contract.

14.

13. INSURANCE. The Contractor shall, at its expense, obtain the following insurance coverage and keep them in effect during the entire term of this Contract:

a. Comprehensive General Liability Insurance (including contractual liability and completed operations coverage) with a per occurrence limit of not less than

$2,000,000 and an aggregate limit of not less than $4,000,000, covering all activities and operations of the Contractor;

b. Commercial Automobile Liability Insurance, with a per occurrence limit of not less than $2,000,000 and an aggregate limit of not less than $4,000,000, for all owned, non-owned, and hired vehicles used in the performance of the services required hereunder; and

c. [IF APPLICABLE] Professional Liability Insurance, including Errors and Omissions coverage, with a per occurrence limit of not less than $2,000,000 and an aggregate limit of not less than $4,000,000, to protect against all loss suffered by the County or third parties, including financial and consequential loss, caused by error, omission, or negligent acts related to the work or services provided under this Contract.

d. Additional Insurance Requirements:

i. All insurance policies shall be written on an occurrence basis and be in effect for the term of this Contract. Written authorization from the County is required for any insurance policy written on a claims-made basis. Any insurance policy authorized to be written on a claims-made basis shall be in effect for the term of this Contract plus for three (3) years after the termination of this Contract.

ii. Insurance coverage shall apply on a primary and non-contributory basis.

iii. Prior to commencing services, the Contractor shall furnish current

Certificate(s) of Insurance for all required insurance to the County. The insurance must be provided by an insurance company or entity that is authorized to transact the business of insurance and issue coverage in the State of Oregon, with an AM best rating of at least A-. The Certificate shall provide, by policy endorsement, if necessary, that the County, it’s officers, employees, agents, and volunteers are additional insureds with respect to the Contractor’s services provided under this Contract and that there shall be no cancellation, termination, non-renewal, material change to, potential exhaustion of aggregate limits, or reduction of limits of the required insurance without at least 30 days written notice from the Contractor or its insurer to the County. If requested, the Contractor shall provide complete copies of insurance policies to the County.

15.

14. TERMINATION.

a. County’s Termination for Convenience. The County may terminate this Contract in whole or in part whenever the County determines that termination of the Contract is in the best interest of the County. The County will provide the Contractor with written notice of a termination for convenience at least thirty (30) calendar days before the intended termination date. By the termination date, the Contractor shall provide the

County with immediate and peaceful possession of the Project site. Such termination shall be without liability or penalty, and in no circumstance shall Contractor be entitled to lost profits for work not performed due to termination. No termination for convenience shall prejudice any obligations or liabilities of either party already accrued prior to the effective date of termination.

b. County’s Termination for Cause. The County may immediately terminate this

Contract without liability or penalty for either of the following causes by the mailing of written notice to the Contractor at the Contractor’s address provided herein, specifying the cause:

i. The Contractor breaches any of the provisions of this Contract;

ii. The Contractor no longer holds all licenses or certificates that are required to perform the services required under this Contract;

iii. The County lacks lawful funding, appropriations, limitations, or other expenditure authority at levels sufficient to allow the County, in the exercise of its reasonable discretion, to pay for the Contractor’s services; or

iv. Federal, state, or local laws, regulations, or guidelines are modified or interpreted in such a way that either the services under this Contract are prohibited, or the County is prohibited from paying for such services from the planned funding source.

c. Contractor’s Termination for Cause. The Contractor may terminate this Contract for cause if the County fails to pay the Contractor pursuant to this Contract. The

Contractor may also terminate this Contract for cause if the County commits any material breach or default of any covenant, warranty, obligation, or agreement under this Contract and such breach or failure is not cured within thirty (30) calendar days after delivery of the Contractor’s notice, or such longer period as the Contractor may specify in such notice.

16.

15. FORCE MAJEURE. Neither the County nor the Contractor shall be held responsible for delay or default caused by fire, riot, civil disobedience, acts of God, or war where such cause was beyond the reasonable control of the County or the Contractor. The Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this

Contract. The risk of loss or damage to the subject matter of this agreement shall be upon the

Contractor until such time as the County has accepted the services required hereunder.

17.

16. ASSIGNMENT; DELEGATION; SUCCESSOR. The Contractor shall not assign, delegate, nor transfer any of its rights or obligations under this Contract without the County’s prior written consent. The County’s written consent does not relieve the Contractor of any obligations under this Contract, and any assignee, transferee, or delegate is considered the

Contractor’s agent. The provisions of this Contract shall be binding upon and shall inure to the benefit of the parties to the Contract and their respective successors and assigns.

5.

17. GOVERNING LAW, JURISDICTION, VENUE, & ATTORNEY FEES. This Contract shall be governed and construed in accordance with the laws of the State of Oregon, without resort to any jurisdiction’s conflict of laws rules or doctrines. Any claim, action, suit, or proceeding

(collectively, “the claim”) between the County (and/or any other agency or department of

Yamhill County) and the Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Yamhill County for the State of Oregon. Provided, however, if the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. The Contractor hereby consents to the in personam jurisdiction of said courts. Each party shall be responsible for the party’s attorney fees, costs and disbursements at all times including appeals.

18.

18. RECORDS. The Contractor shall maintain all fiscal records relating to this Contract in accordance with generally accepted accounting principles. In addition, the Contractor shall maintain any other records pertinent to this Contract in such a manner as to clearly document the Contractor’s performance hereunder. The Contractor acknowledges and agrees that the

County, the Oregon Secretary of State’s Office, the Federal Government, and their duly authorized representatives shall have access to such fiscal records and all other documents that are pertinent to this Contract for the purpose of performing audits and examinations and making transcripts and excerpts. All such fiscal records and pertinent documents shall be retained by the Contractor for a minimum of six (6) years (except as required longer by law) following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

6.

19. NOTICES. All notices, bills, and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills, and payments sent by mail should be addressed as follows:

7.

County: [DEPARTMENT]

ATTN: [NAME]

535 NE 5th Street

McMinnville, Oregon 97128

[EMAIL]

Contractor: [CONTRACTOR]

ATTN: [NAME]

[ADDRESS]

[EMAIL]

20. FOREIGN CONTRACTOR. If the Contractor is not domiciled in or registered to do business in the State of Oregon, the Contractor shall promptly provide to the Oregon Department of

Revenue and the Secretary of State Corporation Division all information required by those agencies relative to this Contract. The County shall withhold final payment under this

Contract until the…