Digitization and Microfilm Services Issue Date: July 13, 2018

INVITATION TO BID

Bid No: 4000006921

Bid Title: Digitization and Microfilm Services

Issue Date: July 13, 2018 Bids Due: August 14, 2018 Not Later Than 2:00 PM LATE BIDS SHALL NOT BE CONSIDERED Bid opening on the same day at 2:15 PM

Refer Questions to: Submit Bids to: Anna Hathorne, Procurement Analyst Multnomah County Purchasing Phone: (503) 988-8193 501 SE Hawthorne Blvd, Suite 125 Email: [email protected] Portland, OR 97214

Pre-Bid Conference: There will be an optional pre-bid conference for this Solicitation on July 19, 2018 at 11:00 am at the Yeon Annex Building, 1600 SE190th Avenue, Columbia Conference Room, Portland, OR 97223. Attendance is: Optional.

This ITB is issued under the provisions of the Oregon Revised Statutes Chapters 279 A and 279 B and Multnomah County PCRB public contracting rules. All bidders are charged with presumptive knowledge of the cited authorities. Submission of a valid executed proposal by any bidder shall constitute admission of such knowledge on the part of such bidder.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION. PLEASE REVIEW ALL BIDDING INSTRUCTIONS AS WELL AS THE CONTRACT TERMS AND CONDITIONS.

Electronic copies of this ITB and attachments, if any, can be obtained from the Multnomah County Purchasing Website at: http://www.multcopurch.org.

All Proposal documents shall be submitted in hard copy. Electronic or facsimile submissions shall be rejected.

4000006921 Digitization and Microfilm Services Page 1 of 82 I N V I T A T I O N TO B I D

Notice is hereby given that sealed bids for Bid Number: 4000006921. for: Digitization and Microfilm Services shall be received by the Purchasing Manager, Multnomah County, 501 SE Hawthorne, Suite 125 (mail)/Suite 125 (in person), Portland OR 97214 until the date and time listed on the cover page of this Invitation To Bid (ITB). All bids received in proper form shall be publicly opened and read aloud during the bid opening as noted on the cover page of this ITB.

It is the sole responsibility of the bidder to ensure that Multnomah County receives the bid by the specified time. ALL BIDS SHALL BE TIME STAMPED AT THE BID WINDOW BY THE STATED DEADLINE. All late bids shall be rejected.

The outside of the sealed envelope must be clearly marked with the bidder's name, address, bid name and number, and the due date. Bidder must submit one (1) original and one (1) complete copy of the bid response. Please retain a copy for your records.

Pre-Bid Conference: July 19, 2018 at 11:00 am at the Yeon Annex Building, 1600 SE 190th Avenue, Columbia Conference Room, Portland, OR 97233 Conference Attendance Optional is:

Interested parties may register at www.multcopurch.org to receive bid notices and addenda, if issued.

The bid documents may be obtained or examined at: Multnomah County Purchasing, 501 SE Hawthorne Blvd., Suite 125, Portland OR 97214. Requests to receive the bid document may be made in person, by mail or by telephone by calling (503) 988-5111. PLEASE REVIEW ALL BIDDING INSTRUCTIONS AND CONTRACT TERMS AND CONDITIONS.

Publication Date: July 13, 2018

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INSTRUCTIONS TO BIDDERS

BID RESPONSE - PROVISIONS AND CONDITIONS

BID FORMAT: Bid must be typewritten or prepared in ink and must be submitted on the form provided (Bid Form Response Packet – Attachment 1) in the Invitation to Bid. Bidders shall return all information and forms as required on the bidder's response sheet. If Specifications include a "Meet or Exceed" column, then the specification sheets shall be completed and included with the bid to Multnomah County. Failure to return all required information and forms may result in the bid being considered non-responsive and rejected from further consideration. Each bid must contain a statement as to whether the bidder is a resident bidder, as defined in ORS 279A.120 (1) (b). Bidder must submit one (1) original and one (1) complete copy of the Bid Response Packet. Please retain a copy for your records.

In support of the County’s sustainability goals regarding environmental impact and the disposal of paper, it is the County’s preference that Proposals be stapled in the left upper corner. Do not use spiral bindings, glue or place in notebooks or use other methods of binding the proposal. If the document is too thick to be held with a single staple, secure the document with a metal clip that can be easily removed for copying purposes.

NO BID: If bid documents allow partial bids and bidder does not wish to bid a certain item(s), enter "NO BID" in that section and leave the page in the proper sequence. Your comments indicating any requirements of this Invitation to Bid that may have influenced your decision to "NO BID" are invited. If you believe that the bid documents require clarification or if you object to the form of the bid documents please follow the instructions below concerning clarification and protest.

CONFORMANCE TO BID REQUIREMENTS: The company name and the signature of an authorized person are to be inserted in the designated spaces. ALL BIDS MUST BE SIGNED by an individual of the company who is authorized to legally obligate the company. No oral, telegraphic, telephone or facsimile bids or signatures will be accepted. Bid prices are to exclude Federal Excise Tax. Federal exemption certificates will be furnished to successful bidders upon written request. BID PRICE(S) MUST BE F.O.B. DESTINATION.

TERMS OF PAYMENT: Bidder shall indicate terms of payment where indicated in the bid documents. The County shall only apply discounts that allow a minimum of 20 days to provide payment.

BID WITHDRAWAL: Any bid may be withdrawn at any time prior to the time fixed for receipt of bids, by providing written request to the Purchasing Manager. The bidder or a duly authorized representative must execute the request. Withdrawal of a bid will not prejudice the right of the bidder to file a new bid. All bids shall be irrevocable for thirty (30) calendar days from the day of opening.

CLARIFICATION/PROTEST: Any bidder requiring clarification or protesting any of the Specifications must submit specific questions in writing and received by Purchasing at least ten (10) calendar days prior to the bid opening date. Submit request in writing either by email, fax, or delivery with envelope marked as follows, to the procurement analyst named on the cover page:

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Clarification/Protest, Bid No. 4000006921 Multnomah County Purchasing 501 SE Hawthorne, Suite 125 Portland, OR 97214 (503) 988-5111, Fax (503) 988-8193 E-Mail Address: [email protected]

A written response will be provided to those questions that are deemed appropriate. A copy of all written responses will be sent by mail or e-mail to all vendors known to have received this Invitation to Bid from County Purchasing or registered on the County Purchasing website for this solicitation. Oral instructions of information concerning the Specifications provided by County officers, employees, or agents to prospective bidders shall not bind the County.

ADDENDA: The County Purchasing Manager, no later than five (5) calendar days prior to the bid opening, shall issue any addendum. After bid closing date, any claims or misunderstanding in regard to the nature, quality or description of the item(s) to be supplied by this Invitation to Bid will be considered waived.

DOCUMENTS ARE PUBLIC RECORDS: All documents, reports, bids, submittals, working papers or other material submitted to the County, from the bidder, shall become the sole and exclusive property of the County, in the public domain, and not the property of the bidder. The bidder shall not copyright, or cause to be copyrighted, any portion of any said documents submitted to the County as a result of this Invitation to Bid.

TABULATION OF BIDS: Bidders may request a Tabulation of Bid Results.

REJECTION OR ACCEPTANCE OF BIDS

REJECTION/ACCEPTANCE: The County reserves the right to waive technical defects, discrepancies and minor irregularities, or not to award a contract when it finds such action to be in the public interest. Bids may be rejected if they show any alteration of form, additions not called for, conditional bids, incomplete bids, erasures, or irregularities of any kind. ALL UNSIGNED BIDS MAY BE REJECTED.

PUBLIC INTEREST: The County reserve the right to reject any bid not in compliance with the bid documents, or all prescribed public bidding procedures and requirements, and the right to reject any or all bids when it is in the public interest to do so per ORS 279B.100(1). Written notice of rejection of all bids shall be sent to all bidders.

COLLUSION: Upon evidence that collusion exists among bidders, none of the bids of participants in such collusion will be considered. All involved bids shall be rejected. Bids in which prices are obviously unbalanced may be rejected.

DELIVERY DATE: If a delivery date is specified below and, in the opinion of the County, the bidder's proposed delivery date is such that it will inconvenience or cause hardship to the County, the County may, at its discretion, reject the bid.

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POWER OF ATTORNEY: When bids are signed by an agent, other than the officer(s) of a corporation authorized to sign contracts on its behalf, or a member of a partnership, a Power of Attorney must be submitted with the bid. Failure to submit said Power of Attorney shall result in the bid being rejected as non-responsive.

AWARD AND CONTRACT

CONTRACT AWARD: Award will be made to the lowest bidder(s) who is determined to be responsive and responsible per category. A supplier may be awarded more than one category and there may be more than one supplier(s) awarded per category. The award per category will be based on the first and second lowest bidder(s). The delivery or furnishing of any of the bid items cannot commence until a contract is properly executed. At the discretion of the County, the County may elect to request a product service listing of all ancillary services and prices from the bidder(s) that have been awarded per category.

This contract shall renew on the contract anniversary each year for four (4) years unless the County mails or delivers to supplier not less than 30 days prior to such date a notice of termination. The supplier will hold firm for 365 days (first year of contract) from the effective date of the contract the pricing submitted and category or categories awarded. All contract terms shall apply during any renewal period unless supplier shall have submitted in writing to County not less than 60 days prior to the contract anniversary a list of price adjustments that will apply to the upcoming renewal period. County shall be deemed to have accepted such price adjustments if the contract is renewed. The first contract anniversary shall be one year from the effective date of the contract.

CANCELLATION OF AWARD: The County reserves the right to cancel award of the contract at any time before execution of the contract(s) by both parties if cancellation is deemed to be the County’s best interest. In no event shall the County have any liability for the cancellation of award. The bidder assumes the sole risk and responsibility for all expenses connected with the preparation of its bid.

CONTRACT EXTENSION: In the event more than thirty (30) calendar days lapse between the bid opening date and the date the contract is submitted to the bidder, the County may grant an extension of time to the bidder for fulfillment of the contract to offset any delay in the contract actually occasioned by the delay.

PROTEST OF AWARD:

1. All protests must be in writing and physically received by the Purchasing Manager no later than 4:00 P.M. on the fifth (5th) working day after the postmarked notice of intent to award or disqualification. Address protests to:

PROTEST OF AWARD OR DISQUALIFICATION TO BID NO. 4000006921 ATTN: Purchasing Manager Multnomah County Purchasing 501 SE Hawthorne Blvd, Suite 125 Portland, OR 97214

2. Proposers may protest only deviations from laws, rules, regulations, or procedures. Protests

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must specify the grounds for the protest including the specific citation of law, rule, regulation, or procedure upon which the protest is based.

Protests not filed within the time specified in paragraph 1, above, or which fail to cite the specific law, rule, regulation, or procedure upon which the protest is based shall be dismissed.

EEO AND ADA REQUIREMENTS: All bidders shall be required to comply with applicable provisions of ORS Chapter 279A-C, the Equal Opportunity Act of 1972 and the Civil Rights Act of 1962, as amended. Bidders must comply with all applicable provisions of Executive Order #11246 as amended by Executive Order #11375 of the President of the United States dated September 24, 1965, Title VI, of the Civil Rights Act of 1964 (43 U.S.C. 2000[d]) and Section 504 of the Rehabilitation Act of 1973 as implemented by 45 C.F.R. 84.4 and the Americans With Disabilities Act of 1990, Public Law #101-336 and all enacting regulations of the EEOC and Department of Justice.

PRE-AWARD RISK ASSESSMENT: Successful proposers whose contract award includes federal funding (as identified by a Catalog of Federal Domestic Assistance number) will be subject to a Pre-Award Risk Assessment (which includes an evaluation of financial stability, quality of financial /management systems, experience with federal funds, reports and findings from audits) completed by Multnomah County (if one has not been submitted in the last year) prior to the issuance of a contract. Contractors who fail to submit the required documents will not be eligible for a contract from the County.

GENERAL PROVISIONS

TERM: The contract term shall not exceed five years. County may at its discretion re-bid the work before the end of the contract period.

STANDARDS: The items purchased by the County shall conform to the Specifications attached hereto as a part of the Invitation to Bid. The bidder must include any required descriptive literature and warranty of the item(s) being bid.

The apparent silence of the general provisions and Specifications as to any detail or the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only best commercial practice is to prevail and that only material and workmanship of first quality are to be used.

It is understood that if any manufacturers' names, trade names, make, model or catalog numbers are used in the Specifications, they are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Bids for equivalent items will be considered provided that such items are identified as to manufacturers' name, trade name, make, model, and catalog number.

Samples must be presented for inspection if requested by the County. Samples of items must be furnished free of expense to the County. If not destroyed or mutilated in testing, samples will, upon request, be returned at bidder's expense.

Items shall be new, current models of standard production, unless otherwise called for in the Specifications or noted in the bid as a deviation or alternative bid, and shall be completely prepared for customer delivery and use through service by a factory franchised agent or dealer prior to

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delivery.

Item delivery shall include all pre-delivery inspection sheets, coupons, certificates, and warranty identification cards furnished to the trade in general and all shall be properly completed and signed in accordance with industry standards.

All items offered of an electrical nature shall indicate the current UL listing, if any. In addition, any goods such as fire protection equipment, etc., for which there is a UL testing procedure shall also include the UL listing, if any. Any other certification such as Factory Mutual, etc., shall be noted in the offer.

SUSTAINABLE PURCHASING: Multnomah County staff is firmly rooted in the work of protecting the most vulnerable in our community. This mission shapes the way we approach sustainability. Our approach is based on achieving positive environmental, equitable, and economic impacts in our business operations and service delivery. In 2010, Multnomah County initiated a new Sustainable Purchasing and Social Equity Policy that demonstrates support for our sustainability goals. By integrating the three impact areas of environment, social equity, and economy, the County seeks more positive outcomes through our supply chain. The County wants to partner with suppliers who demonstrate a commitment to addressing disparate impacts in our supply chain. The County recognizes that suppliers can take multiple paths supporting sustainability, ranging from simple to complex. The information below is meant to guide Proposers/Bidders as they describe their sustainable practices within their solicitation responses.

Multnomah County has adopted the Triple Bottom Line because it brings in considerations that have positive impacts and assist us in achieving more sustainable outcomes.

The Triple Bottom Line consists of three areas of consideration that will, with proper planning, work together for maximum positive benefits.

1. Environmental: The purchasing products or services that “have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose.” This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance or disposal of the product or service that mitigates or reduces Greenhouse Gas (GHG) emissions.  Healthy Purchasing/Less Toxic processes/ingredients in products  Water Conservation  Energy Conservation  Waste Reduction Strategies  Food Justice

2. Social Equity: The pursuit to create full and equal access to opportunities for all people that enable them to attain their full potential. Social Equity factors ensure that everyone in the supply chain is treated fairly, disparities are not created, but alleviated, and provide the resources for success.  Culturally Responsive and Specific Services  Contracting with State of Oregon COBID Certified  Fair Trade  Living Wage

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3. Economy: The system through which a society answers the three (3) economic questions: How wealth is created, distributed and retained.

We want our procurement of good and services to have an empowering impact on communities who face the most inequities. Outcomes will demonstrate how individuals are able to contribute and fully participate in our communities.  Community Engagement  Support for underserved populations  Benefits that go beyond fair trade

HAZARDOUS MATERIALS: All materials that include solvents, paints, cleaning agents, chemicals, reagents or other hazardous materials shall be labeled in accordance with Oregon Administrative Rule (OAR) 437-155-020 with the name(s) of the hazardous ingredient(s), the hazard(s) of the material(s) and the appropriate precautions. Those materials for which toxicological or hazard data are unavailable shall carry a label stating: "Toxicological and other hazards unknown. Handle as extremely hazardous.”

USE OF RECYCLED MATERIALS: Contractors shall use recyclable products and products which contain recycled content to the maximum extent economically feasible in the performance of the contract work set forth in this document.

Any bidder, by written notification of the time of the bid opening, may decline to extend prices and terms of this bid to any, and/or all other public agencies. Contractor shall provide information regarding total usage of Contract upon the request of the County.

LOCAL PURCHASING PREFERENCE: The County desires to employ local businesses in the purchase or lease of any personal property, public improvements or services to support the local economy in the State of Oregon so that residents benefit from local employment opportunities that are generated. Therefore, the County shall prefer goods or services that have been manufactured or produced by an Oregon business if price, fitness, availability, and quality are otherwise identical.

CONTRACT REQUIREMENTS

EEO CERTIFICATION REQUIREMENT: Multnomah County PCRB Rule 60-0040 requires that all contractors furnishing goods and services to the County in excess of $75,000 must be certified as an Equal Opportunity Employer. Contracts in excess of $75,000 which originate from this ITB are subject to the County’s Equal Employment Opportunity (EEO) requirements, and will include vendor certification as indicated in the attached Multnomah County Sample Contract.

CONTRACT FORM AND INSURANCE: In order to deliver services to the County, bidder(s) shall be required to execute a contract with the County. Goods may be delivered either under contract or purchase order. No goods or services shall be provided without a signed contract or purchase order. Contractor shall be required to provide the insurance coverage described in the attached Sample Contract.

CERTIFICATE OF INSURANCE: The successful Bidder shall be required to submit a standard insurance certificate with additional insured endorsement as evidence of compliance with the insurance requirements set forth in the attached Sample Contract. This shall be sent to the County with the contract before execution by the County.

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CONTRACTOR GENERAL RESPONSIBILITIES:  Comply with all Federal, State and County laws, ordinances, and rules.  Comply fully with specifications as attached for the agreed bid and/or contract, especially where materials and work are involved.  Meet any and all registration requirements where required for contractors as set forth in the Oregon Revised Statutes.

CONTRACT CHANGES: The Contractor shall not make any changes in the specifications, method of fabrication or other requirements without the express prior written consent of the County. Any proposed changes shall be presented in writing to the assigned County point of contact not less than ten business days prior to the proposed effective date of said change.

Any claims made for adjustment hereunder shall be served within 30 calendar days of completion of delivery or service.

Nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

PERFORMANCE: Contractor shall perform all services required by this solicitation within the time specified. All services shall be performed in the most highly professional manner, and in accordance with the highest industry standards. Unless the means or methods of performing a task are specified elsewhere in the Contract, Contractor shall employ methods that are generally accepted and used by the industry.

Any performance that is found unacceptable will be documented and the Contractor will be given written notice to correct the problem within a specified period. If the problem continues beyond the specified period the Contractor may be found in breach of this Contract, and the Contract may be terminated.

CONTRACTOR'S RESPONSIBILITY: It is understood that the specifications and other contract documents do not purport to control the manner of performing the work, but only the requirements as to the completed work or product standard(s). The contractor assumes the entire responsibility for the manner of performing the work. Suggestions as to the manner included in the contract documents shall be deemed advisory only and the feasibility of such methods or the lack thereof, shall not affect the contractor's liability, or status as an independent contractor under this contract.

In the performance of work under this contract, trade-related contractors are to include the cost of all small incidental materials and supplies in their invoiced hourly rate. These incidental supplies and materials include such items as fasteners, adhesives, hardware and other small expense items which are difficult to track or bill through any other process.

NON-PERFORMANCE: In the event of nonperformance under the resulting contract or purchase order the County will have the right to obtain from other sources such equipment, supplies, and/or services as may be required to fulfill the contract. It is agreed that the difference in cost, if any, for said equipment, supplies and/or services shall be borne by the contractor.

OREGON REVISED STATUTES INCORPORATED: The provisions of Oregon Revised Statutes 279.310 through 279.430, Public Contracts, as applicable are incorporated herein by reference. Any

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bidder accepting a purchase order from County and/or executing a Contract with County for the delivery of materials and/or services agrees to comply with said provisions.

OSHA: During the performance of this Contract, the Contractor is required to comply with the conditions of the Federal Occupational Safety and Health Act of 1972 (OSHA) and the standards and regulations issued thereunder. The Contractor shall further agree to hold the County, it’s employees, agents, commissioners, and assigns harmless and free from liability for failure to comply with said standards and regulations by the Contractor. It shall be the sole responsibility of the Contractor to remain familiar with applicable standards and regulations and maintain their enforcement.

4000006921 Digitization and Microfilm Services Page 10 of 82 SPECIFICATIONS AND ADDITIONAL REQUIREMENTS

A. Introduction: Multnomah County (MultCo) Records Management and Archives, a division within the Department of County Assets, is seeking digitization and microfilm services to support the core mission of the program.

This program’s role is to facilitate compliant information management across all county departments, programs and units, including elected officials (County Commissioners, Sheriff's Office, County Auditor), and non-departmental offices (e.g. Diversity and Equity; Sustainability). The program facilitates compliance to Federal, State and Local statutes and legislation and to international standards and best practices for information management and information governance.

Responsibilities include but are not limited to:  Information lifecycle management, including advising and developing policies and procedures for records creation, digital preservation, document management, inactive records storage and retrieval, retention schedule administration, and secure destruction;  Managing storage and internal access to approx. 35,000 boxes of physical records through the MultCo Records Center;  Facilitation of department-level projects requiring scanning, conversion, storage, and destruction of information in support of paperless workflows;  Preservation, maintenance, storage, and provision of access to archival records, in electronic and physical formats;  Providing research access to materials preserved in the Archives and assistance in locating records stored in other jurisdictions.

B. Digitization: Typical examples of records and materials that require digitization include: standard office paper, case files containing photographs and small notes, and oversized technical drawings. Less typical records include records stored on optical media or magnetic media, fragile or rare documents, microforms, and bound materials. These lists are provided as examples and are not exhaustive. Over the next three to five years MultCo anticipates an increased need for digitization services as county agencies move toward paperless workflows, downsize office space dedicated to storage, and improve processes for responding to public records requests.

C. Microfilm: Typical microfilm services currently include frequent creation of new film, occasional duplication of existing film, and occasional polysulfide stabilization. MultCo is currently phasing out the regular creation of new film and anticipates that beginning in 2019 this will be required as a low-volume, occasional service.

D. Terminology and Definitions: The following terms are used commonly throughout this document. For additional definitions specific to this program and services, refer to Attachment 3, Digitization & Microfilm Services, Terminology & Definitions.

4000006921 Digitization and Microfilm Services Page 11 of 82 1. MultCo: Any County agency or office, or workforce member of any MultCo agency or office. 2. MultCo authorized representative: A MultCo workforce member acting as the single point of contact for contract administration and project communications. This is a designated role and personnel changes will be communicated to supplier in writing via email. 3. Materials: The original analog documents, maps, photographs, film, and other materials requiring digitization or microfilm services. 4. Output: The digital deliverables (text, image, sound, and video files) resulting from digitization of original materials, or the analog deliverables resulting from microfilm services. 5. Workspace: Any space where the supplier is performing digitization or microfilm services, or any physical or virtual space where MultCo materials are being stored, staged, serviced, or transported.

E. Supplier Location: Supplier headquarters must be based in the United States, in a state approved by the MultCo Attorney’s Office pending analysis of local privacy laws. After review from MultCo Attorney’s office, if Supplier state laws do not comply with Oregon state laws the supplier will be deemed non- responsive.

1. Service Area: Local services must be provided in a facility located within a 30-mile radius of 501 SE Hawthorne Blvd., Portland, OR, 97214. 2. Any work that is restricted as “local” must be performed in a supplier facility within the Service Area described above. 3. Any work not restricted as “local” may be provided in a supplier facility outside the Service Area but within United States borders. 4. Supplier must supply a list of address(es) (not PO Box addresses) where:  Your organization’s headquarters are located.  All facilities where digitization and microfilm services are carried out and completed. 5. Supplier must indicate for each location whether it is “local or not local”.

F. General Specifications: For any digitization or microfilm services rendered, Supplier must meet the requirements addressed below:

1. Meet the standards and technical specifications for equipment, procedures, output, and records management set by the following:  Oregon Administrative Rule - Chapter 166, Divisions 17, 20, and 25 https://secure.sos.state.or.us/oard/displayChapterRules.action?selectedChapter=17 5 2. Responsibly and entirely dispose of output stored on supplier’s equipment, networks, systems, devices, or in supplier’s facility within 30 days of project close. Supplier must follow and apply the standards for data sanitation and secure destruction to all output:  Oregon Administrative Rule - Chapter 166, Division 17, Part 90 https://secure.sos.state.or.us/oard/viewSingleRule.action?ruleVrsnRsn=25710  NIST SP 800-88, Guidelines for Media Sanitization https://ws680.nist.gov/publication/get_pdf.cfm?pub_id=50819

4000006921 Digitization and Microfilm Services Page 12 of 82 Regardless of type of services rendered, Supplier must NEVER: • Sell, distribute, or duplicate for distribution any output resulting from digitization or microfilm services. • Alter images or audio/video, except as necessary for quality control or at the direction of MultCo authorized representative. • Retain output longer than is required to perform quality control activities. • Subcontract any work.

G. Security: 1. Supplier must meet all requirements (as they pertain to supplier staff, facilities, equipment, vehicles, or any other component related to the collection, safeguarding, and storage of MultCo materials or to perform work for MultCo) as stipulated by: a. Oregon Administrative Rules Chapter (OAR) Chapter 166 i. Division 17 Electronic Records ii. Division 20 The Protection and Storage of Public Records b. Federal Bureau of Investigation’s Criminal Justice Information Services (FBI CJIS) Security Policy https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center c. The Health Insurance Portability and Accountability Act (HIPAA) Security Rule (45 CFR Part 160 and Subparts A and C of Part 164). https://www.hhs.gov/hipaa/for- professionals/security/index.html 2. Supplier must maintain chain of custody information for the movement of analog materials and storage devices (solid-state drives) between MultCo Facilities, supplier vehicles, and supplier facilities (see Pick-up and Delivery below). 3. Supplier must record and at the request of MultCo present an audit log for information technology systems used by supplier staff to complete digitization and microfilm services, and audit log information for secure access systems protecting workspaces.

H. Facilities: 1. Environment: Supplier workspace in which original materials are to be digitized must be a stable environment free of food, drink, and smoke at all times. Workspaces should allow for the control, monitoring, and minimization of light and UV radiation exposure, relative humidity (not to exceed 50%), air quality (adequate filtration and ventilation system in use), and temperature (55 - 75 degrees Fahrenheit). 2. Regulatory: Workspaces must meet additional requirements as described in Oregon Administrative Rules, Chapter 166 Division 17 Section 75, Division 20 Section 15 and Division 25. 3. Security: Workspaces must meet the physical security requirements as described in section Security above. 4. At MultCo’s request, supplier must provide documentation of the maintenance and monitoring of any facility’s environmental, regulatory, and security conditions. 5. Supplier must provide available hours for MultCo staff/program to conduct a site visit to the location(s) where digitization and microfilm services are to be completed.

4000006921 Digitization and Microfilm Services Page 13 of 82 I. Project Plan Workflow: 1. Initiation: MultCo authorized representative will provide to supplier in writing the details of the proposed project, including but not limited to approximate number of materials (pages, reels, slides, etc.), output requirements, metadata and file naming requirements, and timing details. 2. Price Appraisal: Prior to the development of the project plan, a MultCo authorized representative may request from the supplier an appraisal of materials in order to determine the level of preparation required, potential project duration, and discuss any details requested on behalf of the owner of the materials. If such a request is made, supplier will appraise materials at a MultCo location (for local service) and via other communication methods (email, telephone, etc) for Not Local services. a. The price appraisal will be based on the pricing the supplier submitted and awarded per category/categories (Attachments A- G) from Attachment 1, Bid Form Response Packet. b. The Per Unit Cost must be inclusive of any rates for standard document prep (such as staple and fastener removal), reassembly, file format conversion, Optical Character Recognition, and quality control. c. If the price appraisal identifies any charges other than what was awarded from category/ categories (Attachments A-G) of Attachment 1, Bid Form Response, it will be at the discretion of the MultCo authorized representative to allow these changes. d. Any deviation from the standard document preparation inclusion must be quoted from the approved list of ancillary services and pricing the supplier provided at the time of contract negotiations. Any ancillary service charges not identified in the contract will be denied. e. The Supplier will submit an itemized price appraisal, in writing, for approval by an MultCo authorized representative before commencement of the project plan. 3. Project Plan: A MultCo authorized representative and supplier will develop and agree upon a project plan. After the project commences, any changes will be documented in writing and approved by the MultCo authorized representative. Typical details in the project plan may include but, are not limited to: • Line item detail description of proposed services, including a line for each discrete activity that results in a charge. Any work defined as “prep” must be written with line item detail and a clear description ( e.g. staple removal, page smoothing) and with corresponding number of hours and rates. • Unit of measure (UOM). • Estimated unit price/rate. • Estimated number of hours. • Estimated total cost, date and timing details including, but not limited to start date, proposed end date, schedule of quality checkpoints and milestones • Output type and format requirements with appropriate and relevant standards, targets, and quality control specifications. • Metadata and naming convention requirements. • Delivery and pick up location(s), date(s) and logistics. • Reporting requirements.

4000006921 Digitization and Microfilm Services Page 14 of 82 4. Sample Set: Supplier must provide a sample set of output to the MultCo authorized representative for review and receive written approval from MultCo authorized representative before proceeding with the project. 5. Close: Final project close activities include but are not limited to final quality control, reporting, and determination of close date.

J. Communications: 1. A MultCo authorized representative will be the sole point of contact for all digitization and microfilm services performed by the supplier. 2. Any requests by the supplier for changes to services in general must be provided to the MultCo authorized representative in writing and must be approved in writing before proceeding with any further work. 3. Any requests by the supplier for changes to services pertaining to a specific project must be provided to the MultCo authorized representative in writing via Change Order and must be approved in writing and incorporated into the project plan before proceeding with any further work. 4. Any notifications of activities that affect access to materials or impact a project that do not arise from the project itself must be communicated in writing to the MultCo authorized representative not less than 72 hours in advance.

K. Pick-up and Delivery: 1. Materials to be digitized or serviced must be picked up from and delivered to any MultCo facility. Please refer to Attachment 4, Digitization & Microfilm Services, MultCo Location List for a complete list of facilities. This document is subject to change without notice as new locations arise or old locations are no longer in use. 2. Supplier must pick up and deliver materials free of service charges or fuel surcharges. 3. Location, date, and time must be confirmed in writing with MultCo authorized representative prior to the delivery or pick-up of any materials. 4. Supplier must notify MultCo authorized representative of changes to agreed-upon location, date, or time, no less than 24 hours in advance. 5. Materials will be prepared by MultCo workforce member and must be returned in the same order, orientation, and condition as they were received. If shipped, materials must be returned in their original packaging unless otherwise instructed by MultCo authorized representative. 6. Supplier will maintain chain of custody documentation. The chain of custody documentation must include the date, name and signature of the MultCo workforce member delivering or receiving materials to/from supplier driver, and the date, name and signature of supplier driver during pick-up and delivery of materials to/from MultCo. 7. The cost of pick-up and delivery is included in the price for each item unless otherwise quoted for Not Local service locations. County may, without additional compensation to supplier, add or delete delivery locations within Multnomah County, Oregon.

4000006921 Digitization and Microfilm Services Page 15 of 82 L. Materials Handling: 1. Supplier personnel must handle materials in a way that avoids and prevents damage (including loss, tearing, breaking and alteration of content). Such damage may be caused by excessive light and heat, rough or excessive handling, inadequate handling, or exposure to factors such as water, dust, smoke, or chemicals. 2. When damage occurs or may occur, supplier personnel must immediately cease digitization and microfilm services activity. 3. If it is determined that digitization or microfilm services activities cannot be performed without causing damage or if damage has occurred, supplier will consult the MultCo authorized representative for instructions on how to proceed. 4. Prior to the commencement of services some materials may be additionally insured by MultCo, and known special handling requirements will be incorporated in the project plan.

M. Quality Control: 1. Prior to Supplier returning original materials to MultCo, one hundred percent (100%) of all output will be inspected and assessed for:  Completeness - All materials have been captured, all content has been captured for each piece of material, and content is not repeated.  Quality - Images are not skewed, blurred, or indistinct and meet resolution requirements established by the project plan.  Metadata and File Names - All metadata has been accurately captured and file naming conforms to the convention established by the project plan. 2. MultCo reserves the right to determine if any or all output is sub-standard and requires repeat digitization or microfilm services. 3. Supplier will repeat digitization or microfilm services to replace sub-standard output that does not meet the requirements at no additional cost to MultCo. Deadline to complete and deliver repeat digitization or microfilm services will be established at the start of the project and included in the project plan. 4. A project plan may have additional quality control requirements that exceed minimums.

N. Reporting: Supplier must make the following reports available upon request by MultCo authorized representative: 1. Issues Log 2. Quality Control Log 3. Quality Control Methods 4. Completed Projects Log 5. Personnel currently cleared/approved to work on-site at a MultCo location 6. Equipment Maintenance and Calibration Logs and Reports

O. Invoicing: MultCo shall pay the supplier invoice within 30 calendar days after MultCo’s verification and acceptance that all project items have been completed satisfactory by supplier unless otherwise provided in Exhibit 1 of the finalized contract. The supplier will provide invoices that include the following information and format.

4000006921 Digitization and Microfilm Services Page 16 of 82 Invoice format:

1. The invoice header must include:  Supplier Name  Supplier Address  Supplier remit to address  Supplier City, State, Zip Code  Supplier Phone  Supplier Email address 2. The bill to must include:  Multnomah County Oregon  Attention: DCA Finance Hub  501 SE Hawthorne Blvd., Suite 400  Portland, OR 97214 3. The body must include:  Invoice Period (e.g. Feb 01, 2018 - June 30, 2018)  Contract Number  Project Number, per Project Plan  Line item detail of services rendered, matching quote format, including: - Unit of Measure - Price/Rate per Unit - Total Units and/or Total Hours

P. Performance Measures: 1. Annual Business Reviews: Supplier and MultCo authorized representative will meet, at a minimum, on an annual basis to review past performance and discuss corrections and/or improvements that may be necessary from the supplier. 2. Regulations: Supplier recognizes that the MultCo Records Officer has final determination of how Federal and State of Oregon records management regulations are interpreted and applied at the County. Changes made in response to changes in regulation must be approved by the MultCo Records Officer. 3. Business Hours: Supplier shall perform work during normal business hours 8:00am to 5:00 pm on Business Days (defined as any day other than Saturday, Sunday, or any legal holiday in the State of Oregon pursuant to ORS 187.010 and ORS 187.202), except where otherwise authorized by the Contract Administrator. 4. MultCo Facilities:  Security: Adhere to posted building notices, become acquainted and do not interfere with existing building security systems, protocols, and egress except as required to pick up or deliver materials.  Contact: Except where otherwise defined in the project plan, supplier personnel shall have no direct or indirect contact with MultCo workforce members during any activity associated with performing services while on MultCo premises to collect or deliver materials or perform digitization activities, nor may they photograph or record workforce members, residents, or services provided to them.

4000006921 Digitization and Microfilm Services Page 17 of 82

 Identification: Supplier will provide one standard identification badge, card, or name tag system to be worn in a clearly visible manner at all times while on MultCo premises by supplier personnel. 5. Supplier Personnel: Supplier will immediately notify MultCo authorized representative by phone upon occurrence of event, and will follow up in writing by the end of the business day following the day supplier is made aware of any of the following personnel changes:  The full name of any supplier employee that terminates employment during the contract period, and the date of termination.  The full name of any supplier employee arrested (even if that arrest does not result in a conviction) and the date of arrest.  The full name of any supplier employee that has a change in security clearance status, the date of the change, and the new status. 6. Notification: Supplier will notify MultCo authorized representative immediately of any contamination of, limitations of access to, or loss of materials. If initial notification is not written, supplier will provide additional written notification. 7. MultCo Property: Adhere to all MultCo guidelines and official rules. 8. Supplier shall forward to the MultCo authorized representative:  Copies of accident, injury, or incident reports arising out of the Work and services under this contract.  Inspection reports by authorities having jurisdiction. 9. HIPAA Business Associate: As a Business Associate, Supplier shall conform to all Business Associate Compliance Requirements. 10. Inspection of Facilities, Equipment, and Vehicles: MultCo reserves the right to inspect the local facilities, equipment used to complete services for MultCo, and vehicles at any time before awarding contract, and at any time during the duration of the contract. 11. Emergency, Disaster Recovery, and Continuity of Operations Planning: The supplier shall deliver to MultCo a copy of its Emergency and Disaster Recovery Plan (EDR) ensuring that all critical business needs are met in the event of an emergency or disaster, and shall maintain, update, and deliver copies of any updated or revised EDR Plan as necessary. EDR Plan provisions include (but are not limited to) backup servers, fully redundant systems, staffing plans, emergency systems, fire detection, and restoration procedures. 12. Fees: Any and all fees associated with a project or services must be listed by supplier prior to any project commencement. MultCo will not accept the following types of fees (this list is a representative example and is not all-inclusive):  Transfer including Load  Shipping and Handling for local Supplier service locations  IT Dept Computer Time for Conversion  Transportation Surcharges  Delivery or Pick Up Fees  Handling/Transfer Fees  File Conversion Fees  Minimum Order Fees  Fuel Surcharge

4000006921 Digitization and Microfilm Services Page 18 of 82 Q. Access to Materials: MultCo requires that supplier provide MultCo with access to MultCo materials stored at the supplier’s facility after a project has commenced. Such requirements include to fulfill a public records request, provide services to the community, or respond to a subpoena.

1. MultCo authorized representative will contact supplier via email to inform them that access is needed to a MultCo material located at the supplier’s facility, contact information (name and phone number) of all MultCo staff involved in pending retrieval of materials, and shipping method (if applicable). 2. Supplier must acknowledge receipt of request via email within 24 hours of receiving the request (or 72 hours if request is received on a Friday). 3. For local facilities, if the original material is requested, supplier will have the material ready for pick up by MultCo authorized representative:  Within 48 hours of request for requests made on Monday, Tuesday, or Wednesday.  Within 96 hours of request for requests made on Thursday or Friday. 4. Supplier location that are not local, if the original material is requested, supplier will prepare and ship materials, at MultCo’s expense and per MultCo’s chosen method:  Within 48 hours of request for requests made on Monday, Tuesday, or Wednesday.  Within 96 hours of request for requests made on Thursday or Friday. 5. If the material has already been digitized, and the digitized output is acceptable for purposes of retrieval, supplier will provide the output to MultCo authorized representative via a secure method of transfer such as solid state drive, email, or FTP:  Within 48 hours of request for requests made on Monday, Tuesday, or Wednesday.  Within 96 hours of request for requests made on Thursday or Friday.

R. References and Services Examples: 1. Upon request by MultCo authorized representative, after contract negotiation, supplier must provide contact information for 3-5 current clients for whom digitization and microfilm services were completed. 2. Upon request by MultCo authorized representative, after contract negotiation, supplier must provide a list of public entities for whom Supplier completed digitization and/or microfilm services within the last three years.

S. Sustainability: 1. Supplier will disposal of chemicals used in microfilm processing in accordance with all applicable environmental requirements, standards, and industry best practices, in a manner that minimizes impact to the environment. 2. Supplier will not leave vehicles idling while parked for pickup and delivery of items, in accordance with County Vehicle Idling Reduction Policy. 3. Supplier is encouraged to collaborate with the County and other entities utilizing contract through cooperative purchasing arrangements on ways to reduce fossil fuel usage when providing pickup and delivery services. Steps to improve fuel efficiency may include use of alternative fuels, use of vehicles with higher fuel efficiency, and optimization of schedules to maximize fuel efficiency.

4000006921 Digitization and Microfilm Services Page 19 of 82 T. Bid Form Response Packet, Attachment 1: 1. Services required are separated into six digitization categories and one microfilm category. Please refer to Attachment 5, Digitization & Microfilm Services Category Matrix for all requirements and current volume specifications for each category. Supplier will review the information for each category as outlined in Attachment 5 to use as a guide to provide pricing for each category outlined on Attachments A-G.

2. The Per Unit Cost must be inclusive of any rates for standard document preparation (such as staple and fastener removal), reassembly, file format conversion, Optical Character Recognition, and quality control. Any deviation from the inclusive standard document preparation rate must be provided in detail on a separate page for each category. The components of the pricing structure for the different levels of complexities must be listed. The ancillary service pricing identified will NOT be included in the bid total for that category but, will be reviewed at the time of contract negotiations (refer to section I.2.a-e).

U. Insurance Requirements: Below are the insurance coverages as required by MultCo Risk Management. At the time of award, the supplier must submit all certificate of insurance with MultCo Risk Management named as an additional insured by endorsement on any General Liability policy on a primary and non- contributory basis. Please refer to Sample Contract, Exhibit 2 (page 55).

1. Professional Liability insurance covering any damages caused by error, omission or any negligent acts of the Contractor, its sub-contractors, agents, officers, or employees performance under this Contract. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000. 2. Commercial General Liability insurance with coverages satisfactory to the County, on an occurrence basis, with a combined single limit of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $2,000,000. Coverage may be written in combination with Automobile Liability Insurance (with separate limits). 3. Commercial Automobile Liability covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits). Combined single limit per occurrence shall not be less than $1,000,000. 4. Cyber Liability: This errors and omissions insurance shall include coverage for third party claims and losses including with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information (such as computers, paper files and records, or voice recorded tapes), covering collection, use, access, etc. of personally identifiable information., direct liability, as well as contractual liability for violation of privacy policy, civil suits and sublimit for regulatory defense/indemnity for payment of fines and penalties. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000.

4000006921 Digitization and Microfilm Services Page 20 of 82 ATTACHMENT 1

BID FORM RESPONSE PACKET

Bid No: 4000006921 Bid Title: Digitization and Microfilm Services

Please indicate which category you are bidding to perform services. You may bid on any one or all of the seven categories represented in the Bid Form Response Packet. In order to be a responsive bidder, you MUST bid on all items listed in the category. If not all items are bid in the category, you will be considered non-responsive. You must submit each complete Bid Form Response Packet (Attachments A-G) in a separate envelope for each category you bid. The outside of each envelope must clearly identify the category.

▭ Category 1- On-Site, Standard Office Records, Local only (Attachment A) ▭ Category 2- Off-Site, Standard Office Records, Local only (Attachment B) ▭ Category 3- Off-Site, Oversized Records, Local Only (Attachment C) ▭ Category 4- Media, Static, Local or not local (Attachment D) ▭ Category 5- Media, Time-Based, Local or not local (Attachment E) ▭ Category 6- Text-based Materials Requiring Special Handling, Local or not local (Attachment F) ▭ Category 7- Microfilm Services, Local only (Attachment G)

BIDDER NAME: BIDDER ADDRESS: BIDDER CONTACT: CONTACT PHONE:

CONTACT EMAIL:

YOUR BID MUST BE SUBMITTED IN THIS BID FORM PACKET

The outside of the sealed envelope must be clearly marked with the bidder's name, address, bid name and solicitation number, and the due date. Bidder must submit the following:  One (1) original of Attachment 1, Bid Form Response Packet  One (1) separate envelope for each category including a separate Attachment 1 identifying that category.  Addresses (not P.O. Boxes) where: - Your organizations headquarters are located. - All facilities where digitization and microfilm services are carried out and completed. - Indicate for each location whether it is “local or not local”.

4000006921 Digitization and Microfilm Services Page 21 of 82 BID FORM

BID NUMBER: 4000006921 BID TITLE: Digitization and Microfilm Services

Bid Form Response Packet is labeled as Attachment 1. Submit with Bid.

Company Certification Information

Oregon Certified MBE, WBE, or ESB Number (if applicable):

1. The undersigned Bidder proposes and agrees if this bid is accepted, to enter into an Agreement with the County in the form included in the Bid Documents (Bidding Pages; Contract Terms, Conditions) to complete all Work as specified or indicated in the Bid Documents for the Contract Price, within the Contract Time indicated in this Bid, and in accordance with the Bid Documents.

2. Bidder is a Resident Bidder, Non-Resident bidder as defined in ORS 279A.120. If a Non-resident Bidder, enter state of residency:

ORS 279A.120 (2)(b) states that a public contracting agency shall, for the purpose of awarding the contract, “add a percent increase on the bid of a nonresident bidder equal to the percent, if any, of the preference given to the bidder in the state in which the bidder resides.”

“Resident bidder” means a bidder that has paid unemployment taxes or income taxes in this state during the 12 calendar months immediately preceding submission of the bid, has a business address in this state and has stated in the bid whether the bidder is a “resident bidder”. ORS 279A.120 (1)(b)

“Non-resident bidder” means a bidder who is not a “resident bidder” as defined above. ORS 279A.120 (1)(a)

3. In submitting this Bid, the Bidder represents that:

a. Bidder accepts all of the terms and conditions of the Instructions to Bidders. Bidder will sign the Contract and submit other documents required by the Bid Documents upon signing of the Contract.

b. Bidder has not discriminated against minority, women, or emerging small business enterprises in obtaining any required subcontracts in accordance with ORS 279A.110.

c. Bidder has examined the Bid Documents and the following addenda, receipt of which is

4000006921 Digitization and Microfilm Services Page 22 of 82 hereby acknowledged:

(1) Addendum No: Date:

(2) Addendum No: Date:

(3) Addendum No: Date:

(4) Addendum No: Date:

d. Bidder has examined the legal requirements (federal, state and local laws, ordinances, rules and regulations) and the conditions affecting cost, progress or performance of the Work and has made such independent investigations as Bidder deems necessary.

e. This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; bidder has not solicited or induced any person, firm or a corporation to refrain from bidding; and Bidder has not sought by collusion to obtain for Bidder any advantage over any other Bidder or over Multnomah County.

f. Bidder is not disqualified as a bidder on public contracts by any public contracting agency.

4. Bidder will perform the work in accordance with the Bid Documents, and will comply in all respects with the terms of the resulting Contract upon award.

5. Business Designation (check one):

Sole Proprietorship Partnership Corporation Limited Liability Co. Other:

6. Bidder Name: Bidder Mailing Address: Bidder Telephone Number: Bidder Email Address: If Incorporated, State of Incorporation:

7. Bidder certifies to the best of its knowledge and belief that neither it nor any of its principals:

a. 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; b. 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; c. Are presently indicted for or otherwise criminally charged with commission of any of the offenses enumerated in the previous paragraph of this certification;

4000006921 Digitization and Microfilm Services Page 23 of 82 d. 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; e. 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; or f. 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. g. Compliance with Tax Law. Contractor shall pay all taxes owed to a public body, as defined in ORS 174.109, and attests to compliance with the tax laws of this state or a political subdivision of this state including, but not limited to ORS 305.620, and ORS chapters 316, 317, and 318. Contractor will continue to comply with the tax laws of this state or a political subdivision of this state during the term of this contract. Failure to comply with this contract term is a default for which County may terminate the contract and seek damages and other relief available. 8. CERTIFICATION REGARDING CONFLICT OF INTEREST “Organizational conflict of interest” means that, because of other activities or relationships with other persons or firms, a Contractor’s or Vendor’s (including its principal participants, directors, proposed consultants or subcontractors) objectivity in performing the Work would or might be otherwise impaired. The Bidder certifies to the best of its knowledge and believes that neither it nor any of its principal participants and agents:

a. Have any relationships with any firms or individuals that are or appear to be an organizational conflict of interest.

b. Has or has had the following relationships with the specific firm(s)/individual(s), identified below, which may be determined to be an organizational conflict of interest. I understand that based on the information provided by Bidder, Multnomah County may exclude the Bidder from further consideration and may withdraw its selection if the real or apparent organizational conflict of interest cannot be avoided or mitigated. Bidder further certifies that the degree and extent of the relationship of the Bidder with these named firm(s)/individual(s) have been fully disclosed below. ______

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

Signature of Bidder: Name (printed): Title: Date:

FAILURE TO COMPLETE AND SIGN THIS FORM MAY RESULT IN REJECTION OF THE BID.

4000006921 Digitization and Microfilm Services Page 24 of 82 ATTACHMENT A

NOTE: Per Unit Cost must be inclusive of any rates for standard document prep (such as staple and fastener removal), reassembly, file format conversion, Optical Character Recognition, and quality control.

Category 1: On-Site, Standard Office Records, Local Only

Item Service Description Unit of Measure Per Unit Cost <25,000 pages Per image Scanning - Documents, up to 8.5 x 14", 25,000 - 100,000 1.1 Per image B&W, 300dpi, output to PDF. pages >100,000 pages Per image

<25,000 pages Per image Scanning - Documents, up to 8.5 x 14", 25,000 - 100,000 1.2 Per image Grayscale, 300dpi, output to PDF. pages >100,000 pages Per image

<25,000 pages Per image Scanning - Documents, up to 8.5 x 14", 25,000 - 100,000 1.3 Per image Color, 300dpi, output to PDF or TIFF. pages >100,000 pages Per image

Scanning - Mixed-sized materials up to <25,000 pages Per image 8.5 x 14". Includes documents, 25,000 - 100,000 1.4 notebooks, photographs, sticky notes, Per image pages and similar non-standard items. Color, 300dpi, output to PDF or TIFF. >100,000 pages Per image

1.5 Filenaming Per keystroke

1.6 Metadata Indexing Per field

1.7 Equipment Set-up and Testing Rate Per hour

1.8 Production Rate, On-site Supplier Staff Per hour

1.9 Rush Retrieval, Original Material Per request

1.10 Rush Retrieval, Scan on Demand Per request

Total for Category 1 TOTAL:

4000006921 Digitization and Microfilm Services Page 25 of 82 ATTACHMENT B

Category 2: Off-Site, Standard Office Records, Local Only

Item Service Description Unit of Measure Per Unit Cost <25,000 pages Per image

Scanning - Documents, up to 8.5 x 14", B&W, 25,000 - 100,000 2.1 Per image 300dpi, output to PDF. pages

>100,000 pages Per image

<25,000 pages Per image

Scanning - Documents, up to 8.5 x 14", Grayscale, 25,000 - 100,000 2.2 Per image 300dpi, output to PDF. pages

>100,000 pages Per image

<25,000 pages Per image

Scanning - Documents, up to 8.5 x 14", Color, 25,000 - 100,000 2.3 Per image 300dpi, output to PDF or TIFF. pages

>100,000 pages Per image

<25,000 pages Per image Scanning - Mixed-sized materials up to 8.5 x 14". Includes documents, notebooks, photographs, 25,000 - 100,000 2.4 Per image sticky notes, and similar non-standard items. pages Color, 300dpi, output to PDF or TIFF. >100,000 pages Per image

2.5 Filenaming Per keystroke

2.6 Metadata Indexing Per field

2.7 Rush Retrieval, Original Material Per request

2.8 Rush Retrieval, Scan on Demand Per request

Total for Category 2 TOTAL:

4000006921 Digitization and Microfilm Services Page 26 of 82 ATTACHMENT C

Category 3: Off-Site, Oversized Records, Local Only

Item Service Description Unit of Measure Per Unit Cost <1,000 pages Per image Scanning - Documents and drawings, up to 1,000 - 10,000 3.1 Per image 11 x 17", B&W, 300dpi, output to PDF. pages >10,000 pages Per image <1,000 pages Per image Scanning - Documents and drawings, up to 1,000 - 10,000 3.2 11 x 17", Grayscale, 300-600dpi, output to Per image pages PDF. >10,000 pages Per image <1,000 pages Per image Scanning - Documents and drawings, up to 1,000 - 10,000 3.3 11 x 17", Color, 300-600dpi, output to PDF Per image pages or TIFF. >10,000 pages Per image <1,000 pages Per image Scanning - Drawings, Maps, Plans, Posters, 1,000 - 10,000 3.4 11x17" to 36x48", B&W, 300-600dpi, output Per image pages to PDF or TIFF. >10,000 pages Per image <1,000 pages Per image Scanning - Drawings, Maps, Plans, Posters, 1,000 - 10,000 3.5 11x17" to 36x48", Grayscale, 300-600dpi, Per image pages output to PDF or TIFF. >10,000 pages Per image <1,000 pages Per image Scanning - Drawings, Maps, Plans, Posters, 1,000 - 10,000 3.6 17x22" to 36x48", Color, 300-600dpi, output Per image pages to PDF or TIFF. >10,000 pages Per image <1,000 pages Per image Scanning - Drawings, Maps, Plans, Posters, 1,000 - 10,000 3.7 greater than 36x48", B&W, 300-600dpi, Per image pages output to PDF or TIFF. >10,000 pages Per image <1,000 pages Per image Scanning - Drawings, Maps, Plans, Posters, 1,000 - 10,000 3.8 greater than 36x48", Grayscale, 300- Per image pages 600dpi, output to PDF or TIFF. >10,000 pages Per image Per image Scanning - Drawings, Maps, Plans, Posters, <1,000 pages 1,000 - 10,000 3.9 greater than 36x48", Color, 300-600dpi, Per image pages output to PDF or TIFF. >10,000 pages Per image <1,000 pages Per image 1,000 - 10,000 Per image 3.10 Scanning at resolution higher than 600dpi pages >10,000 pages Per image

3.11 Filenaming Per keystroke 3.12 Metadata Indexing Per field 3.13 Rush Retrieval, Original Material Per request 3.14 Rush Retrieval, Scan on Demand Per request

Total for Category 3 TOTAL:

4000006921 Digitization and Microfilm Services Page 27 of 82 ATTACHMENT D

Category 4: Media, Static, Local or Not Local

Item Service Description Unit of Measure Per Unit Cost

Scanning - Photographs up to 8x10", 400-600ppi, Color, 4.1 output to TIFF Per image

Scanning - Photographs, posters, prints larger than 8x10", 4.2 400-600ppi, Color, output to TIFF Per image

Scanning - Photographic slides, 2000-4000ppi, Color, output 4.3 to TIFF Per image

Scanning - Photographic negatives, 2000-4000ppi, Color, 4.4 output to TIFF Per image

4.5 Scanning - Microfilm - 16mm Per image

4.6 Scanning - Microfilm - 35mm Per image

4.7 Scanning - Microfiche Per sheet

4.8 Scanning - Aperture card Per image 4.9 Filenaming Per keystroke 4.10 Metadata Indexing Per field 4.11 Rush Retrieval, Original Material Per request 4.12 Rush Retrieval, Scan on Demand Per request 4.13 Freight - Only for Not Local Per lot

Total for Category 4 TOTAL:

4000006921 Digitization and Microfilm Services Page 28 of 82 ATTACHMENT E

Category 5: Media, Time-Based, Local or Not Local

Item Service Description Unit of Measure Per Unit Cost Conversion - 8mm film, Output to MP3, MP4, AIFF, 5.1 Per foot or WAV

Conversion - 16mm film, Output to MP3, MP4, AIFF, 5.2 Per foot or WAV

Conversion - 35mm film, Output to MP3, MP4, AIFF, 5.3 Per foot or WAV

Conversion - Magnetic tape, Output to MP3, MP4, 5.4 Per foot AIFF, or WAV

Conversion - VHS tape, Output to MP3, MP4, AIFF, 5.5 Per tape or WAV

Conversion - Casette tape, Output to MP3, MP4, 5.6 Per tape AIFF, or WAV

Conversion - DVD, Output to MP3, MP4, AIFF, or 5.7 Per disc WAV

5.8 Filenaming Per keystroke

5.9 Metadata Indexing Per field

5.10 Rush Retrieval, Original Material Per request

5.11 Rush Retrieval, Scan on Demand Per request

5.12 Freight - Only for Not Local Per lot

Total Bid for Category 5 TOTAL:

4000006921 Digitization and Microfilm Services Page 29 of 82 ATTACHMENT F

Category 6: Text-Based Materials Requiring Special Handling, Local or Not Local Item Service Description Unit of Measure Per Unit Cost <1,000 pages Per image Scanning - Bound material up to 8.5 x 6.1 14", Color, 300dpi, output to PDF or 1,000 - 10,000 Per image TIFF. pages >10,000 pages Per image

<1,000 pages Per image Scanning - Flatbed scanning of material 1,000 - 10,000 6.2 up to 36"x48", Color, 300-1200dpi, output Per image pages to PDF or TIFF >10,000 pages Per image

<1,000 pages Per image Scanning - Flatbed scanning of material 1,000 - 10,000 6.3 greater than 36"x48", Color, 300-1200dpi, Per image pages output to PDF or TIFF >10,000 pages Per image

6.4 Filenaming Per keystroke

6.5 Metadata Indexing Per field

6.6 Rush Retrieval, Original Material Per request

6.7 Rush Retrieval, Scan on Demand Per request

6.8 Freight - Only for Not Local Per lot

Total for Category 6 TOTAL:

4000006921 Digitization and Microfilm Services Page 30 of 82 ATTACHMENT G

Category 7: Microfilm Services, Local Only

Item Service Description Unit of Measure Per Unit Cost 7.1 Microfilm Creation - 16mm, silver halide, from analog source Per image

7.2 Microfilm Creation - 35mm, silver halide, from analog source Per image

7.3 Microfilm Creation - 16mm, silver halide, from digital source Per image

7.4 Microfilm Creation - 35mm, silver halide, from digital source Per image

7.5 Microfilm Duplication - 16mm, silver Per foot

7.6 Microfilm Duplication - 35mm, silver Per foot

7.7 Microfilm Duplication - 16mm, diazo Per foot

7.8 Microfilm Duplication - 35mm, diazo Per foot

7.9 Microfilm Splicing - 16mm or 35mm Per splice

7.10 Microfilm Polysulfide Treatment Per foot

7.11 Aperture Card Duplication Per card

7.12 Filenaming Per keystroke

7.13 Metadata Indexing Per field

7.14 Rush Retrieval, Original Material Per request

7.15 Rush Retrieval, Scan on Demand Per request

Total for Category 7 TOTAL:

4000006921 Digitization and Microfilm Services Page 31 of 82 Attachment 2 SAMPLE CONTRACT MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number]

This MULTNOMAH COUNTY CONTRACT (“Contract”) is between MULTNOMAH COUNTY (“County”) and [insert party legal name] (“Contractor”), each of whom is a “Party” and collectively they are the “Parties.” The effective date of the Contract will be ______or the date on which all Parties have signed the Contract, whichever is later (“Effective Date”). Unless earlier terminated as provided below, the termination date will be ______. Capitalized terms are defined in Schedule A.

CONTRACTOR COUNTY Representative: ______Representative: ______Address: ______Address: 501 SE Hawthorne Blvd. City, State, Zip: ______City, State, Zip: Portland, OR 97214 Email: ______Email: ______Phone: ______Phone: ______Fax: ______Fax: ______

The Contract governs the rights and responsibilities between the Parties with regard to the transaction described in Exhibit 1. The Contract includes this cover page (“Cover Page”), the Standard Terms and Conditions, below, and the terms and conditions contained in the following schedules and exhibits:

SCHEDULES EXHIBITS

SCHEDULE DESCRIPTION EXHIBIT DESCRIPTION Statement of Deliverables and Technical A Definitions 1 Statement of Work B Consulting and Implementation 2 Insurance Requirements C Ownership, Subscription, and Licensing 3 Business Associate Agreement D Maintenance, Support, and Service Levels 3a Qualified Service Organization Rider E Warranties, Indemnities, Disputes, Remedies 4 Cooperative Procurements F Confidentiality, Data Sharing, Privacy, and 5 Accounts Payable Electronic Payment Security Authorization G Compliance 6 Criminal History Record Check Authorization Certification Statement for Corporation or H Additional Terms 7 Independent Contractor I Post Federal Award Requirements Standards 8 Workers’ Compensation Exemption Certificate

The information contained in the following attachments are not incorporated into the Contract but are offered as guidance relevant to the Parties standards and expectations regarding performances under the Contract.

ATTACHMENTS

ATTACHMENT DESCRIPTION I Invoice/Budget Forms II Solicitation/RFP and Accepted Proposal III Electronic Protected Health Information Guidance IV Multnomah CountySAMPLE Code of Business Conduct

Order of Precedence. In the event of any inconsistency between any of the documents constituting the Contract, the following order of precedence will apply: (a) Cover Page; (b) Standard Terms and Conditions and Schedule A; (c) Exhibit 1; (d) Schedules B through G and I, and Exhibit 3; (e) Schedule H; and (g) the terms and conditions of all other exhibits and documents incorporated into the Contract. No additional or conflicting terms stated on any order form, invoice, packing slip or similar documentation, website, or published or provided materials will apply unless expressly agreed to in writing. The Contract may only be amended or supplemented by a writing that is signed by a duly authorized representative of each Party, clearly recites the Parties’ understanding and intent to amend the Contract, and clearly and with specificity describes the terms to be amended or supplemented.

Notice. The contact information provided above will be used for any notice or other communication required or permitted in the Contract, except as otherwise provided. Such notices will be in writing by any means effective and deemed received three days after the date sent based on verified date-stamp.

4000006921 Digitization and Microfilm Services Page 32 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number]

The Contract may be executed in multiple counterparts and may be electronically signed. Any verified electronic signatures appearing on the Contract are the same as handwritten signatures for the purposes of validity, admissibility, and enforceability. Any reproduction of the Contract made by reliable means is considered an original.

CONTRACTOR SIGNATURE

I have read this Contract including the attached schedules and exhibits. I understand the Contract and agree to be bound by its terms.

Signature: Title:

Name (print): Date:

MULTNOMAH COUNTY SIGNATURE

This Contract is not binding on County until signed by the Chair or the Chair’s designee.

County Chair or Designee: ______Date:

Department Director Review (optional):

Director or Designee: ___ Date:

County Attorney Review: Reviewed: JENNY M. MADKOUR, COUNTY ATTORNEY FOR MULTNOMAH COUNTY, OREGON

By Assistant County Attorney: ___ Date: _____

SAMPLE

4000006921 Digitization and Microfilm Services Page 33 of 82 MULTNOMAH COUNTY CONTRACT STANDARD TERMS AND CONDITIONS

These STANDARD TERMS AND CONDITIONS (“T&Cs”) set forth the general terms between the Parties to the MULTNOMAH COUNTY CONTRACT (“Contract”).

1. Statement of Performance. Contractor will provide the Term it and the Deliverables will materially comply with all Deliverables described in Exhibit 1. Neither Party will relevant laws and standards, including those set forth in subcontract any performance under the Contract without the Schedule G, and it will hold in good standing any registration, prior written consent of the other Party. license, permit or certificate, required by law or the Contract. A breach of this Section 8 is a Material Default. 2. Performance Terms; Default. Time is of the essence in the performance of the Contract. The failure of either Party to 9. No Assignment, Third-Party Beneficiaries. Neither enforce any Contract provision will not constitute a waiver by Party may assign its interest in the Contract to a third-party that Party of that or any other provision. Waiver of any default without the other’s prior written consent. The Contract binds and under this Contract by either Party will not be deemed to be a inures to the benefit of the Parties and their successors and waiver of any subsequent default or a Contract modification. assigns. Nothing in this Contract gives or provides any benefit Unless a Material Default, a Party has 15 business days after or right to any non-party unless such third-persons are receiving written notice thereof to cure a Contract breach. individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. 3. Payment and Taxes. Except as otherwise provided in the Contract, County agrees to pay Contractor all sums set forth in 10. Public Records Law. The Contract and all disclosures Exhibit 1. Contractor will invoice County for all sums owed not under its terms are Records and subject to application of the less than 60 days prior to the due date. County will make Public Records Law. payment on undisputed, sufficiently detailed invoices by check or EFT. Late payments on undisputed and invoiced amounts 11. Parties’ Relationship; Non-exclusivity. The Parties accrue interest at 1% per year. If any payment under the acknowledge and agree that their relationship is that of Contract extends into County’s next fiscal year, County’s independent contracting entities. This Contract does not create obligation to make such payment is subject to approval of future any form of legal association that would impose liability upon appropriations to fund this Contract by the Board of County one Party for any act or omission of the other, nor does it Commissioners of Multnomah County, Oregon. preclude either Party from conducting similar business with other parties. 4. Term and Termination. The Contract’s Term will be as described in Exhibit 1. The Contract may be terminated: (a) at 12. Access to Records. The Parties will retain, maintain, and any time by mutual written agreement of the Parties; (b) at any keep accessible all Records for a minimum of seven years time after a Party has failed to cure a breach of the Contract after following Contract termination, unless a longer period of time is receiving 15 days written notice from the non-breaching Party; required under law. The Parties will maintain financial Records (c) by a Party immediately after providing written notice to the in accordance with generally accepted accounting principles. other of a Material Default by the other Party; and (d) by County Contractor will permit County’s authorized representatives after providing 30 days written notice to Contractor. access to all Records not exempt from the Public Records Law at reasonable times and places for purposes of examination and 5. Effect of Termination, Remedies. Upon termination copying. pursuant to Section 4, County will pay Contractor such amounts owed under Exhibit 1 for performance rendered prior to the 13. Governing Law, Venue. The Contract will be interpreted termination date if such performance was in accordance with the and enforced according to the laws of the State of Oregon and Contract, less any setoff to which County is entitled. Termination the ordinances of Multnomah County, Oregon. Any Proceeding will not result in a waiver of any remedy, legal or equitable, to arising under the Contract must be brought in Multnomah which a Party may be entitled, or any claim a Party may have County, Oregon. against the other. 14. Federal Funds Subrecipient. If the Cover Page indicates 6. Limitation of Liability. Except as otherwise provided, states that Schedule I is a part of the Contract then Contractor neither Party will be liable for special,SAMPLE incidental, indirect, or is a subrecipient of a federal funds subaward under the Contract. consequential damages arising under the Contract. In such event, Contractor will comply with the terms and standards set forth in Schedule I. A breach of this Section 14 is 7. Insurance. Except as otherwise required, Contractor will a Material Default. procure and maintain for the Term insurance coverages in accordance with Exhibit 2. 15. General. The Contract sets forth the entire agreement of the Parties, and supersedes all prior communications, oral or 8. Authority to Contract, Perform. Each Party represents written. The invalidity of any term or provision will not affect the and warrants that: (a) it has the power and authority to enter into validity of any other provision. The doctrine of contra and perform the Contract; and (b) the Contract, when executed proferentem may not be applied to the Contract. All provisions and delivered, will be a valid and binding obligation, enforceable that by their nature should survive Contract termination or in accordance with its terms. Contractor warrants that during the expiration of the Term will so survive.

4000006921 Digitization and Microfilm Services Page 34 of 82 MULTNOMAH COUNTY CONTRACT Schedule A: Definitions

This SCHEDULE 1: DEFINITIONS is attached and made a part of the Multnomah County Contract (“Contract”), and unless otherwise expressly provided will take precedence over all other documents in the event of conflicting terms.

1. “Authorized Representatives” are employees designated by each Party on the Cover Page or Exhibit 1 as their respective 15. “Protected Data” is information whose use, exchange, authorized agents for communications. transmission, and storage, is restricted under state or federal law, administrative rule, or policy. Protected Data includes, 2. “Business Associate” is defined under 45 CFR 160.103. without limitation, PII, PHI, information protected under 42 CFR Part 2, criminal justice information and criminal history record 3. “Contract” means the Cover Page, the Standard Terms information (defined in the FBI Criminal Justice Information and Conditions, and all schedules and exhibits incorporated by Services (CJIS) Security Policy, version 5.6), information reference. protected under the Family Rights and Privacy Act (FERPA), and financial information. 4. “Covered Entity” is defined under 45 CFR 160.103. 16. “Protected Health Information” or “PHI” is defined in 5. “Deliverables” refers, collectively, to the Goods, SaaS, 45 CFR 160.103 and applies to the original data and to any Services, and Works to be provided under the Contract. health data derived or extracted from the original data that has not been de-identified. PHI does not include information of an 6. “Effective Date” is the date on which the Contract is individual that has been deceased for more than 50 years. enforceable. 17. “Public Records Law” means the Oregon Public Records 7. “Exhibit 1” refers to each Statement of Deliverables and Law, including ORS 192.311 to 192.475, the provisions for the Change Order, as described in Schedule B, signed between the Custody and Maintenance of Public Records, ORS 192.005 to Parties and incorporated into the Contract. 192.170, and laws incorporated by reference.

8. “Good” means the tangible or intangible assets to which 18. “Record” means information prepared, owned, used, or County will receive certain rights, title, and interest from retained by either Party, and pertaining to their respective Contractor, and that Contractor will otherwise sell or license to operations and business related to the Contract, that is inscribed County under the Contract and as set forth in Exhibit 1. on a tangible medium, commonly a document, or that is stored in an electronic or other medium and is retrievable in perceivable 9. “Information System” is an electronic system for storing, form. processing, and exchanging information. Information System includes, without limitation, smartphones, computers, servers, 19. “SaaS” means software-as-a-service and refers to the and the software, services, and data existing thereon. software services, including data storage, hosted on Information Systems controlled by Contractor that County accesses via 10. “Loss” and “Losses” means any claim, damage, loss, rights granted by Contractor, and otherwise set forth in Exhibit 1. liability or expense including, without limitation, attorney fees and legal costs suffered directly or by reason of any act, 20. “Services” means the professional, technical, creative, omission, claim, suit or judgment. technology and/or other services that Contractor will provide to County under the Contract as set forth in Exhibit 1. 11. “Malicious Code” is computer code or script introduced into an Information System that is intended to alter, harm, or 21. “Taxes” means taxes, levies, duties or similar damage, or otherwise cause undesired changes to the system governmental assessments of any nature, including, for or data on the system. Examples of Malicious Code include example, value-added, sales, use or withholding taxes, computer viruses, worms, Trojan horses, time bombs, time assessable by any jurisdiction whatsoever. locks, trap door devices, or any other similar harmful, malicious, or hidden procedures, routines, or mechanisms. 22. “Term” begins on the Effective Date and means the period of time during which the Contract is in effect and as set forth in 12. “Material Default” means a breachSAMPLE of a Contract provision the Contract at Exhibit 1. for which the Contract provides no right to cure. A Material 23. “Users” are individuals or entities authorized by County to Default vests in the non-breaching Party the right to immediately access and use a Good, SaaS, Service, or Work. The classes terminate the Contract and seek any remedies and relief of Users under the Contract are: available as a result of the breach. a. “End-Users” are Users who employ a Good, SaaS, 13. “Personally Identifiable Information” or “PII” is defined in Service, or Work’s functionality for County’s benefit and not for ORS 646A.602 (for “Personal Information”). further distribution.

14. “Proceeding” means any actual, threatened, pending or b. “IT-Users” are Users responsible for providing completed dispute, investigation, or inquiry, whether civil, technical services related to the Good(s), SaaS, Service(s), or criminal, administrative or investigative, implicating a matter Work(s), and otherwise supporting End-Users. arising under or related to the Contract and brought by a third- party.

4000006921 Digitization and Microfilm Services Page 35 of 82 24. “Works” means the custom tangible or intangible deliverables that Contractor will develop for and provide to County under the Contract and as set forth in Exhibit 1.

SAMPLE

4000006921 Digitization and Microfilm Services Page 36 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule B: Consulting and Implementation

This SCHEDULE B: CONSULTING AND IMPLEMENTATION is attached and incorporated into the Multnomah County Contract (“Contract”).

1. Deliverables. Contractor will deliver the Deliverables to reasonable times and at locations where performance occurs. County according to the schedule outlined in Exhibit 1. Except County’s inspection or testing hereunder will not relieve as otherwise provided in Exhibit 1, Contractor will furnish all Contractor from its responsibility to furnish the Deliverables in labor, equipment, and tangible and intangible materials accordance with Exhibit 1, nor affect any of County’s rights necessary for delivery of the Deliverables. Terms governing under the Contract or law. ownership and use of the Deliverables are set forth in Schedule C. 8. Completion of Services; Delivery of Works. Exhibit 1 will set forth the criteria agreed between the Parties for 2. Representatives. Communications between the Parties evaluating whether the Services and Works provided are will be channeled through the Authorized Representatives. acceptable to County. In the event no criteria is specified, the Parties will use the procedures outlined below for evaluating 3. Change Control. The Deliverables to be provided whether the Services completed and the Works delivered meet pursuant to Exhibit 1 may be amended from time to time, as County’s specifications. mutually agreed by the Parties. Any such amendment will use the change control procedures set forth in Exhibit 1. a. Contractor will give County written notice of its: (i) completion of the Services, and (ii) delivery of the finished 4. Assignment of Personnel. Contractor represents and Works. Within 30 days after receiving such notice, County will warrants that its personnel providing Services or Works will be perform acceptance tests to determine whether the Services authorized to work in the United States and have the training, and Works meet County’s specifications and performance screening, competence, and interpersonal skills necessary to standards. At County’s request, Contractor will provide provide the Services or Works. If County notifies Contractor that reasonable assistance with its acceptance testing. it believes any Contractor personnel providing Services or Works lacks the necessary training, screening, competence, or b. If the testing establishes that the Services and Works interpersonal skills to provide the Services or meet County’s specifications and performance standards, Works (“Nonqualified Personnel”), Contractor will replace the County will notify Contractor of its acceptance of the Services identified Nonqualified Personnel with new personnel within and Works. If County fails to notify Contractor of its acceptance three business days of such notification. County will not be or nonacceptance within 30 days of Contractor’s notice provided required to pay Contractor for work performed by Nonqualified above, County will be deemed to have accepted the Services Personnel if Contractor fails to replace same within seven and Works. business days of receiving County’s notification. Contractor’s failure for more than seven business days to replace c. County will notify Contractor if its acceptance tests Nonqualified Personnel or assign qualified personnel will be a establish that the Services and Works do not meet County’s Material Default. specifications and performance standards. On receiving notice of nonacceptance, Contractor will, within 30 days and at its 5. Periodic Meetings, Reports. The Parties’ respective expense, modify or improve the nonconforming Services and Authorized Representative or their delegates shall periodically Works to meet County’s specifications and performance review Exhibit 1, their performance relative to milestones or standards. County will thereafter reconduct the acceptance tests benchmarks provided in Exhibit 1, the project scope, and within 30 days. The failure of the Services and Works to meet Contractor’s progress on the project. County may request that County’s specifications and performance standards after the Contractor provide a report, no more than once per month, second set of acceptance tests will constitute a Material Default describing its progress relative to milestones or benchmarks in by Contractor. Upon such default, Contractor will refund to Exhibit 1. County all amounts paid under the Contract. The refund will be in addition to, and not in lieu of, any other remedies that County 6. County Collaboration. County understandsSAMPLE and agrees may have for the default. that Contractor’s ability to provide certain Deliverables may rely on collaboration with County personnel. Exhibit 1 will describe 9. Ability to Perform. Each Party represents to the other that such collaboration if it is required. no other commitment prevents or restricts it from fulfilling its obligations under the Contract. 7. Inspection. During the Term, work performed under this Contract will be subject to County inspection and testing at

4000006921 Digitization and Microfilm Services Page 37 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule C: Ownership, Subscription, and Licensing

This SCHEDULE C: OWNERSHIP, SUBSCRIPTION, AND LICENSING is attached and incorporated into the Multnomah County Contract (“Contract”).

1. Ownership of Deliverables. Unless otherwise provided in permitted Users is described in Exhibit 1. Where Contractor Exhibit 1, the ownership of Deliverables is as follows. increases the SaaS’ functionality, such functionality will be provided to County without any increase in its fees. a. SaaS, Software. Deliverables that are SaaS or Goods that are commercial software are licensed, not sold, by If Contractor will host County data, County grants to Contractor Contractor to County. Contractor retains ownership of the a limited license to collect, process, store, generate, and display copyright, title and ownership of such SaaS and commercial County data only to the extent necessary to provide the SaaS. software and any accompanying written materials, including all Contractor will: (i) keep and maintain County data in strict intellectual property (IP) rights therein, regardless of the form or confidence, using such degree of care as is appropriate and media in or on which the original and other copies may exist. consistent with its obligations described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or b. Goods, Services. Deliverables that are Services or loss; (ii) use and disclose County data solely and exclusively for Goods that are not software become the property of County. the purpose of providing the SaaS, such use and disclosure being in accordance with this Contract and applicable law; and c. Works. All Works created by Contractor hereunder (iii) not use, sell, rent, transfer, distribute, or otherwise disclose are the exclusive property of County and are “works made for or make available County data for Contractor’s own purposes or hire” to the extent permitted by the United States Copyright Act. for the benefit of anyone other than County without County’s Contractor forever waives any and all rights relating to such prior written consent. Works created under this Contract, including without limitation, any and all rights arising under 17 USC § 106A or any other c. Subscription Level. County is entitled to increase or rights of identification of authorship or rights of approval, decrease the number of Users on an as-requested basis; restriction or limitation on use or subsequent modifications. provided, however, that County will maintain such minimum number of Users stated in Exhibit 1. Contractor agrees to adjust If this Contract is terminated prior to completion, County, in the number of Users, and proportionately adjust related fees it addition to any other rights available under this Contract, may charges to County, within five business days of County’s written require Contractor to transfer and deliver all partially completed request to change the number of Users. During the Term, Works, reports or documentation that Contractor has specifically Contractor will not reduce or eliminate or otherwise diminish the developed or acquired for the performance of this Contract. SaaS’ functionality. Upon County’s reasonable request, Contractor will execute such further documents and instruments reasonably necessary to d. Control and Location of SaaS. The method and carry out the intent of this Section 1(c) of Schedule C. means of providing the SaaS is under Contractor’s exclusive control, management, and supervision, giving due consideration Prior to the Effective Date, County will have no rights in any to County’s requests. Except as otherwise specified in Exhibit 1, Contractor or third-party IP incorporated in any Works. If the the SaaS will be provided solely from within the continental Works require such Contractor or third-party IP for their United States and on Information Systems residing therein. performance, Contractor grants to County a fully paid, irrevocable, non-exclusive, perpetual, royalty-free license to e. Backup and Storage. The SaaS will include any use, make, reproduce, prepare derivative works based upon, applicable allocation of base data storage described in Exhibit 1 distribute copies of, perform and display such Contractor and at no additional cost. Contractor will immediately notify County third-party IP, and to authorize others to do the same on when County has reached 80% of its then-current data storage County’s behalf. maximum. Within five calendar days of County’s request, Contractor will make additional data storage available to County 2. Subscription to SaaS. This Section 2 of Schedule C sets at the rates provided in Exhibit 1, or Contractor’s then going rate, forth the general terms under which ContractorSAMPLE licenses SaaS whichever is lower. Contractor will maintain a backup of County to County. County’s access to SaaS will continue through the data for an orderly and timely recovery of such data in the event Term. the SaaS are interrupted. Backups of County data will not be considered in calculating storage used by County. a. Access. County is solely responsible for any other charges or expenses it incurs to access or use the SaaS, f. Reserved. including without limitation, carrier line and equipment charges, and fees charged by vendors of third-party products. g. Documentation. The documentation for the SaaS will accurately and completely describe the SaaS’ functions and b. License(s). Unless otherwise provided in Exhibit 1, features, including all subsequent revisions thereto. The Contractor grants County a renewable, nonexclusive, and documentation will be understandable by a typical End User or worldwide right for Users to access and use the SaaS. Other IT-User, as applicable, and will provide Users with sufficient than those limitations described in Exhibit 1, Users will have instruction such that a User can become self-reliant with respect unrestricted access to and use of the SaaS. The number of to access and use of the SaaS. County will have the right to

4000006921 Digitization and Microfilm Services Page 38 of 82 make any number of additional copies of the documentation at no additional charge for its internal business use, only, and not i. Data Integrity. Contractor will take commercially for further distribution. reasonable measures, including regular data integrity audits, to protect County data against deterioration or degradation of data h. No Effect of Click-Through Terms. Where Users quality and authenticity. are required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using j. Data Transfer on Termination. Upon termination or the SaaS, such terms and conditions are not binding and will expiration of the Contract, Contractor will ensure that all County have no force or effect. To avoid ambiguity, this Contract is data stored in the SaaS is securely transferred to County, or a between Contractor and County only. The Parties acknowledge third-party designated by County, within a reasonable period of and agree that it is not their intent that the Contract, or any of its time, and without significant interruption in service. Contractor related documents, directly or indirectly foster or create a will ensure that such migration uses facilities and methods that contract between a Party, or a third-party, and any of either of are compatible with the relevant systems of the transferee, and the Parties’ elected officials, executives, employees, or other to the extent technologically feasible, that County will have agents or representatives. Contractor will look solely to County reasonable access to its data during the transition. to enforce any violation or breach of any Contractor agreement by such individuals when they are acting on behalf of County, 3. Reserved. subject to federal law.

SAMPLE

4000006921 Digitization and Microfilm Services Page 39 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule D: Maintenance & Support and Service Levels

This SCHEDULE D: MAINTENANCE & SUPPORT AND SERVICE LEVELS is attached and incorporated into the Multnomah County Contract (“Contract”).

1. Maintenance & Support. Unless otherwise provided in use, functionality, accessibility, and benefits, from a Deliverable. Exhibit 1, all maintenance and support services provided under The Support services offered under the Contract are as follows: the Contract will be provided consistent with the terms of this Schedule D. A. “Level 1” Support is provided to End- Users to address basic usability issues and questions, such as: a. Definitions. As used in this Schedule D, the operator errors; account creation, setup or access; and workflow following capitalized terms are defined as follows. questions. Level 1 Support includes issue analysis; assistance with service or product issues; issue resolution; and preventive i. “Essential Functionality” means any operational or corrective service information. Level 1 Support may be aspect of a Deliverable that is required for immediate and provided by machine-based resources, such as online ongoing business continuity by one or more Users and which, if knowledge bases and by automated telephone-based services, interrupted, adversely impacts County business. as well as “live” (i.e., human) Support personnel.

ii. “Maintenance” refers to: (A) periodic or routine B. “Level 2” Support is provided primarily to modifications Contractor makes to a Deliverable that are IT-Users to address more advanced or technical support issues, intended to improve or maintain the product or service’s existing including administrator-level setup, configuration, and functionality, such as bug fixes and work-arounds, and administration questions; efforts to identify, analyze, or compatibility with subsequent other products or services; and reproduce Problems; and documenting issues or Problems for (B) the work product from such modifications. Maintenance the purposes of escalating same for Level 3 Support response. includes providing installation software, instruction for use, and Level 2 Support may be provided by “intelligent” machine-based other installation and configuration assistance, to IT-Users. assistants such as wizards, but otherwise must be provided by Maintenance does not include new versions of a Deliverable that “live” support personnel via telephone or online “live” chat contains new or significantly enhanced functions, and session. significantly improved performance, achieved through changes in design, coding, manufacture, materials, or delivery. C. “Level 3” Support is provided exclusively to IT-Users to address technical and developer-level issues, iii. “Problems” are instances caused by errors, such as Problems. This includes attempts to provide Problem bugs, defects, interruptions, or other deficiency with a non- correction or circumvention or notification that no correction or County technology resource, where a Deliverable fails to circumvention is available. Level 3 Support must be provided by function in an expected or prescribed manner. The classes of “live” support personnel via telephone, online “live” chat, or on- Problems recognized under the Contract are as follows: premises service visit.

A. “Minor” Problems cause only minor b. Scope of Maintenance Services. Unless otherwise inconvenience that do not materially affect County’s ability to provided in Exhibit 1, and during the Term, Contractor will use a Deliverable, and do not render the product or service non- provide Maintenance to County at no additional charge. conforming with the Contract. Examples of Minor Problems Contractor will provide County with not less than 60 days include formatting errors, misspellings, and bugs affecting non- advanced written notice if Maintenance will require County to Essential Functionality for which a reasonable workaround or install or implement software owned or licensed by a third-party. circumvention is immediately available. c. Scope of Support Services. Unless otherwise B. “Significant” Problems repeatedly disrupt provided in Exhibit 1, Contractor will provide Support services to the Essential Functionality of a Deliverable, and may render the County at no additional charge and as follows. product or service non-conforming with the Contract. Significant Problems frustrate or prevent one SAMPLE or more Users from i. Level 1 Support. During the Term, Contractor performing their respective County tasks. Examples of will provide Level 1 Support to Users. Contractor may elect to Significant Problems are errors causing products or services to provide Level 1 Support via a machine-based resource directly be unavailable or available only at a reduced performance level, to End-Users or through a limited number of “super” End-Users or the loss or corruption of non-mission-critical data. identified by County.

C. “Critical” Problems repeatedly disrupt the ii. Level 2 Support. For a period of six months Essential Functionality of a Deliverable, rendering the product or following the Effective Date, Contractor will provide Level 2 service non-conforming with the Contract, and causing the Support to Users. complete failure or unavailability of a mission-critical function or resource. iii. Level 3 Support. For a period of six months following the Effective Date, Contractor will provide Level 3 iv. “Support” services are assistance Contractor Support to IT-Users. provides to resolve issues preventing Users from realizing full

4000006921 Digitization and Microfilm Services Page 40 of 82 d. Excluded Services. Unless otherwise provided in Exhibit 1, Maintenance and Support services do not include iv. Documenting Problems. County will ensure development, consulting, or technical training. Contractor will Users document a Problem in writing with sufficient information provide County with a written quote for any additional tasks to reasonably recreate the Problem or otherwise clearly and derived from a Support request not specified hereunder. County convincingly document its occurrence; including, but not limited may request Support services in addition to those provided to, the operating environment, data set, user, or any other such herein by preparing a Change Order as set forth in Exhibit 1. pertinent information that Contractor may reasonably request. County will deliver such information to Contractor concurrently e. Contractor Support Obligations. with its notification of a Problem.

i. Support Access and Tracking. Consistent 2. Service Levels. Unless otherwise provided in Exhibit 1, with the requirements of a particular Support level, Users may Contractor will ensure Maintenance and Support services meet solicit Support services either by contacting Contractor via its the following service levels with regard to the Deliverables. machine-based or “live” Support resources, or by submitting a Support ticket to an online platform Contractor will offer during a. Services Uptime. SaaS will be available to Users for the Term. Such online platform will, without limitation, allow normal use of their full scope of functions and resources not less Users to submit and track Support issues, access any Support than 99.5% of County’s regular business hours during the Term. knowledge database(s), and access training resources for Users. Contractor will provide County with procedures for b. Availability and Response Times. contacting Contractor Support personnel as required in Section 2(c)(ii) of Schedule D. i. Maintenance. Maintenance will be available to County within five business days of the date on which Contractor ii. Support Level Determination. Contractor in releases a routine modification for use by any of its users or its sole and reasonable discretion will determine whether a customers. support ticket submitted by County raises a Level 1, Level 2, or Level 3 Support issue. Notwithstanding the foregoing, and at a ii. Support Services. During the periods of the minimum, reports of, and tickets describing, a Significant Term Support is offered, the availability of Support levels and Problem will be supported as Level 2 Support incident, and Contractor’s response time to a ticket reporting an issue or Critical Problems will be supported as a Level 3 Support Problem will be as follows. incident. A. Level 1 Support and Minor Problems. iii. Emergency Support. For periods during the Machine-based Level 1 Support resources will be available on a Term when Contractor provides Level 3 Support to County, 24-hours a day, seven-days a week basis. “Live” Level 1 Contractor will provide County with procedures for contacting Support will be available during Contractor’s regular business Contractor support staff on a 24-hours a day, seven-days a hours. Contractor will provide an initial response to Support week basis, to receive Level 3 Support to address Significant tickets reporting a Level 1 Support issue or a Minor Problem and Critical Problems. within one business day of when the ticket was submitted.

iv. Adequate Support Staffing. Contractor will B. Level 2 Support and Significant ensure its “live” Support obligations hereunder are supported by Problems. Machine-based Level 2 Support resources will be an appropriate number of qualified and resourced personnel available on a 24-hours a day, seven-days a week basis. “Live” who are adequately trained to respond within the service level Level 2 Support will be available during Contractor’s regular times set forth in the Contract, diagnose, and correct issues and business hours. Contractor will provide an initial response to Problems, and where appropriate, identify ways to circumvent Support tickets reporting a Level 2 Support issue or a Significant issues and Problems. Problem within three business hours of when the ticket was submitted. Contractor will use commercially reasonable efforts f. County Support Obligations. to resolve Level 2 Support issues and Significant Problems or provide a circumvention procedure within two business days. i. Internal Helpdesk. County will establish and maintain an internal helpdesk to be the first and primary point of C. Level 3 Support and Critical Problems. contact and communication for End-Users for Level 1 and “Live” Level 3 Support will be available during Contractor’s Level 2 Support issues. regular business hours. Contractor will provide an initial SAMPLEresponse to Support tickets reporting a Level 3 Support issue or ii. Training. County will provide training on using a Critical Problem within one business hour of when the ticket the relevant Good(s), SaaS, Service(s), and Work(s) to its End- was submitted. Contractor will use commercially reasonable Users. efforts to resolve Level 3 Support issues and Critical Problems or provide a circumvention procedure within one business day. iii. VPN Access. County will allow reasonable and Contractor’s responsibility for lost or corrupted data is limited to necessary remote access by Contractor to County’s servers and assisting County in restoring its database to a known, accurate data via a Microsoft VPN connection or CISCO VPN client or state. other mutually agreeable protocol.

4000006921 Digitization and Microfilm Services Page 41 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule E: Warranties, Indemnities, Disputes, Remedies

This SCHEDULE E: WARRANTIES, INDEMNITIES, REMEDIES is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of any provision in this Schedule E is a Material Default.

1. Warranties. In addition to the other warranties and f. Pricing. Contractor agrees that all prices, fees, representations in the Contract, Contractor makes the following terms, warranties, and benefits provided in the Contract are warranties and representations. comparable to or better than the terms presently offered by Contractor to any other governmental entity purchasing the a. Quality of Services. Contractor warrants that the same quantity or volume under similar terms. If during a Term Services will be: (i) performed and completed according to all Contractor enters into an agreement with another governmental applicable specifications, including those set forth in Exhibit 1 entity providing greater benefits or more favorable terms than and published materials; and (ii) performed in a good and those provided under the Contract, Contractor will extend the workmanlike manner, consistent with all applicable industry same pricing, terms, and benefits to County. If Contractor standards. reduces its prices for any of the Services during a Term, County will have the immediate benefit of such lower prices. Contractor b. Quality of Other Deliverables. Contractor warrants will provide County with written notice of such price decrease that the Goods, SaaS, and Works: (i) are of the quality, quantity, within 15 days of the reduction taking effect. and description outlined in Exhibit 1; (ii) will comply with all applicable specifications; (iii) will be new and free from defects 2. Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN in materials and workmanship for a period of one year from the THE CONTRACT, THE DELIVERABLES ARE PROVIDED ON original delivery date or for the period set forth in Exhibit 1, AN “AS IS” BASIS. WITHOUT IN ANY WAY LIMITING THE whichever is longer; (iv) are fit for the ordinary purposes for GENERALITY OF THE FOREGOING, CONTRACTOR DOES which they will be used; and (v) will be free of Malicious Code. NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF ANY PERSON OR Unless otherwise provided in Exhibit 1, Contractor agrees to WILL OPERATE ERROR-FREE OR CONTINUOUSLY, AND transfer to County the benefits of any warranties offered by third- MAKES NO OTHER REPRESENTATIONS OR WARRANTIES parties that apply to a Good or Work received by County OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THOSE hereunder. EXPRESSLY MADE IN THE CONTRACT.

c. Service Level. Contractor represents and warrants 3. Mutual Indemnity. The Parties’ intend that during the that: (i) County is relying on its representation of its experience, Term each Party will be responsible for their own actions and skill, and expert knowledge, and that any substantial the actions they direct or control. Except as prohibited by law, misrepresentation may result in damage to County; (ii) it will each Party (the “Indemnitor”) will defend, indemnify and hold maintain resources, equipment, including as applicable a staff harmless the other Party, including its officials, affiliates, of qualified personnel, sufficient to perform its obligations under officers, directors, agents, employees, and representatives the Contract in accordance with Exhibit 1; and (iii) the (jointly and severally, the “Indemnitees”), from and against Deliverables will meet the service levels provided in Schedule D Proceedings and Losses resulting from or arising out of: (a) the at Section 2 or Exhibit 1, as applicable. acts or omissions of the Indemnitor or its agents, employees, contractors, or subcontractors, except to the extent such Losses d. Non-Infringement. Contractor warrants that the result from the gross negligence or willful misconduct of the Deliverables, in whole and in part, will not infringe any Indemnitee or its agents; (b) any inaccuracy in or breach of any copyrights, patents, trade secrets, or any other proprietary or representation or warranty of the Indemnitor contained in this ownership rights of any third-parties. Contractor warrants that it Contract; or (c) any breach of any covenant or obligation to be has received no claims or charges of such infringement by any performed by the Indemnitor under this Contract. In the event Deliverables, or any portion thereof, and Contractor warrants any claim is brought against a Party that may give rise to an that it has no reason to believe that any Deliverables, in whole indemnifiable Loss, that Party will provide the other Party with or in part, may infringe the copyrights, patents, trade secrets, or prompt notice of such claim and reasonably cooperate in any other proprietary or ownership rightsSAMPLE of any third-parties. connection with such claim; provided, however, a Party’s obligation to defend the other Party against Proceedings and e. Sufficient Rights; Standing. Contractor represents Losses does not extend to Proceedings between the Parties. and warrants that: (i) it has not granted any rights or licenses to Neither Party, nor any attorney engaged by a Party, shall defend any third-parties in any Deliverables that are inconsistent with or the claim in the name of the other Party, nor purport to act as preclusive of the rights granted hereunder; (ii) it is an entity duly legal representative of the other Party, without first receiving incorporated or organized, validly existing, in good standing from its appointed attorney-at-law authority to act as legal under the laws of its state of incorporation or organization, counsel for that Party. Neither Party shall settle any claim on authorized to do business in the state of Oregon; and (iii) it has behalf of the other Party without the approval of such counsel. all requisite financial capacity, and authority to execute, deliver, An Indemnitor with complete control over the defense of a and perform its obligations and grant the licenses in this Proceeding acknowledges and agrees that the Indemnitee will Contract. bear no liability related to related Losses, including no future obligation or duty. Otherwise, the Indemnitee will control the defense of any Proceeding, through its chosen counsel;

4000006921 Digitization and Microfilm Services Page 42 of 82 provided, however, in such instance, the Indemnitee will allow product. If Contractor chooses to replace a nonconforming the Indemnitor to participate in the settlement or defense of any product or service, the proposed replacement must be Proceeding, at the Indemnitor’s own expense. County’s reasonably acceptable to County. Contractor’s inability within a obligation to indemnify and defend under this section is subject reasonably time to correct the nonconformity or replace the to the limits of the Oregon Tort Claims Act and the Oregon software or SaaS with a different, substantially comparable, Constitution. product is a Material Default.

4. Dispute Resolution. Contractor will, in good faith, c. Unmet Service Level. If the Event arises because cooperate with County to assure that all disputes between the Contractor fails to provide a Deliverable whose accessibility, Parties which might otherwise impair the quality of a Deliverable uptime, functionality, or availability does not meet certain of the will be resolved as expeditiously as possible. The process for standards set forth, as applicable, in Schedule D at Section 2 or resolving disputes shall be as follows: Exhibit 1, Contractor will: (i) owe to County a credit, as liquidated damages and not as a penalty, equal to 1.5 times the a. Any dispute between the Parties shall be submitted payment(s) attributable to the Deliverable for the period of time for resolution to the Parties respective Authorized which the Deliverable did not meet Contract standards; and Representatives. (ii) use its best efforts to ensure that any unmet standard is subsequently met. Notwithstanding the foregoing, Contractor b. If the Authorized Representatives are unable to will use its best efforts to minimize the impact or duration of any resolve the dispute within five business days, the dispute shall outage, interruption, or degradation of the Deliverable. It is a be escalated for resolution by the Parties’ respective executives. Material Default if the Deliverable does not meet Contract standards, as described in Schedule E at Section 5(c), for more c. If the Parties’ executives are unable to resolve the than .5% of a calendar year during the Term. dispute within two weeks, the matter shall be submitted to non- binding mediation in Portland, Oregon, by a mediator mutually d. Malicious Code. Contractor will be fully liable to acceptable to the Parties. County for all Losses, including, but not limited to, County staff time, arising from Contractor introducing Malicious Code into Nothing in this Schedule E at Section 4 is intended to impair County’s Information System(s) as a direct or indirect result of either Party’s right to seek an injunction or other available relief any use of or access to such system(s) by Contractor’s as provided herein. Furthermore, nothing in this Section 4 shall employees, agents, and permitted subcontractors, including via be construed as precluding legal action to enforce this Contract a Deliverable. In the event of such an introduction into immediately upon a Material Default. Information System(s), Contractor will fully cooperate, at its sole expense, with County’s subsequent efforts to mitigate the effect 5. Limited Remedies. The Parties’ intend that the Contract of any such introduction. To avoid ambiguity, Contractor will not provide for limited remedies. In the event of an uncured breach be liable for Malicious Code originating from or within County. or a Material Default (collectively, an “Event”), the non- breaching Party may seek economic compensation equal to the e. Nonconformity Based on County Alteration. measure of damages needed to put the non-breaching Party in Unless otherwise stated in Exhibit 1, Contractor will have no the position they would have been in had the Contract not obligation for claims by County related to an Event resulting from occurred, excluding incidental and consequential damages. a breach of a warranty contained in this Schedule E at Section 1 Notwithstanding the foregoing, depending on the circumstances to the extent the claim arose from: of the Event, the availability to a non-breaching Party of certain remedies is limited or augmented as set forth in this Schedule E i. modifications or alterations of a Deliverable at Section 6. In the event that an Event could cause a Party provided by Contractor to or for County where the Deliverable irreparable harm, the non-breaching Party will be entitled to first provided to County conformed with the warranties in this enjoin and restrain the breaching Party from any continued Schedule E at Section 1 and the applicable Exhibit 1; the violation of the Contract. modification or alteration rendered the Deliverable nonconforming; and the modification or alteration was not provided, 6. Qualified Right to Certain Remedies. In addition to any directly by or through a representative of, Contractor or remedies provided in Exhibit 1, the Parties will be entitled to authorized by Contractor in writing; seek the following remedies upon the occurrence of the described circumstances. ii. use of a Deliverable that was outside the scope of the license granted under the Contract; a. Infringement. If any EventSAMPLE arises because a Deliverable is found to infringe a third-party’s intellectual iii. use of the Deliverable in combination with any property rights, impairing County’s use of such Deliverable, other software or hardware product(s) not supplied by Contractor will, at its option and expense: (i) modify the Contractor or used at Contractor’s direction; or infringing Deliverable so that it is non-infringing; (ii) procure for County the right to continue to use the infringing Deliverable; or iv. nonconformance, based on specifications in (iii) replace said Deliverable with a suitable, non-infringing Exhibit 1, resulting from County’s accident, abuse, negligence, analog. misapplication, or improper installation or use of a Deliverable.

b. Nonconforming Software or SaaS. If the Event 7. Remedies Cumulative. No remedy provided for under this results from the nonconformity of a software product or SaaS Contract is exclusive of any other available remedy. All remedies provided by Contractor to County, Contractor at its sole option are cumulative and in addition to every other remedy not and expense will either correct the nonconformity or replace the precluded by the Contract and available under the Contract, at software or SaaS with a different, substantially comparable, law, in equity, or by statute.

4000006921 Digitization and Microfilm Services Page 43 of 82 disaster, acts of God, flood, fire, sabotage, fluctuations or non- 8. Force Majeure. Neither Party shall be in default of the availability of electrical power, heat, light, air conditioning or Contract by reason of any failure or delay in the performance of equipment, loss and destruction of property or any other its obligations hereunder where such failure or delay is due to, circumstances or causes beyond a Party’s reasonable control. without limitation, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural

SAMPLE

4000006921 Digitization and Microfilm Services Page 44 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule F: Confidentiality, Data Sharing, Privacy, and Security

This SCHEDULE F: CONFIDENTIALITY, PRIVACY, AND SECURITY is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Schedule F is a Material Default.

1. Public Records Law. As a custodian of Records under Party’s Confidential Information and Protected Data on the ORS 192.311(2), and the public body responsible under expiration or termination of the Contract, unless prohibited by ORS 192.318(2) and ORS 192.411(2) with responding to public law or otherwise provided in the Contract. As requested, a Party records requests, County must respond to public records shall certify to the other the destruction of any of the other’s requests concerning Records – which includes the Contract and Confidential Information or Protected Data, as applicable, within related documentation. If Contractor asserts that any Records, its possession or control. including some or all of the Contract, disclosed hereunder meets the statutory requirements under the Public Records Law for c. The Contract does not require the Parties to protect one or more exemptions and wishes that an exemption be information that: (i) was known or readily ascertainable by asserted to prevent public disclosure of any Record, it will: proper means before being disclosed; (ii) is or becomes (i) notify County of its assertion; (ii) identify with adequate available to the general public without fault or action of either specificity the Records to which it asserts an exemption applies Party; (iii) is disclosed to either Party by a third-party that and the basis for such assertion; and (iii) as commercially breaches no confidentiality obligation through that disclosure; practical, mark with the words “DISCLOSURE EXEMPT” all (iv) is developed independently by either Party without reference Records containing information that it desires not be publicly to or use of Confidential Information; or (v) is required to be disclosed. In the event of a Proceeding that occurs at disclosed by law or to a government authority. Contractor’s request or seeks disclosure of a Record which Contractor believes is exempt, County will have complete d. Disclosure by either Party of Confidential Information control over the defense of the application of the exemption and or Protected Data to its professional advisors, employees, Contractor will bear the legal fees and costs associated with agents, affiliates, subsidiaries, subcontractors, and consultants such defense. In such event, Contractor acknowledges and is authorized only to the extent: (i) such disclosure is necessary agrees that County will bear no liability related to any disclosure to enable the performance of its obligations under the Contract; pursuant to the Public Records Law or Loss associated with and (ii) such parties receiving Confidential Information are such defense. Any disclosure by either Party of a Record, in comparably bound to safeguard and keep confidential such whole or in part, will not be a breach of the Contract if such information. disclosure was pursuant to a request under the Public Records Law that is required based on court order, reasonable 3. Data Sharing. Except as otherwise provided in interpretation of the Public Records Law, related case law, Schedule C at Section 2(b), as applicable, or Exhibit 1 at public record orders of the Oregon Attorney General, or the Section 3, the following terms govern the Parties’ use of data Attorney General’s then current edition of the Public Records exchanged under the Contract. and Meetings Manual. a. Data to be Shared. The Parties 2. Confidentiality. agree to share the data identified in Exhibit 1 at Section 3, subject to the terms and a. “Confidential Information” means the non-public conditions in the Contract. information of either Party relating to its business activities, operations, financial affairs, technology, marketing or sales b. Data Controls. Unless otherwise plans, or other information marked “PROPRIETARY” or provided in the Contract, the Parties agree to “CONFIDENTIAL” or “DISCLOSURE EXEMPT”, that is disclose to the other only the minimum data disclosed to, and received by, the other Party under this necessary to accomplish the receiving Party’s Contract. “Confidential Information” does not include Protected identified purpose, and only as permitted Data. under the Contract and relevant laws. b. The Parties acknowledge andSAMPLE agree: (i) to exercise c. Data License and Ownership. the same degree of care and protection, but no less than a reasonable degree of care and protection, over the other Party’s i. License. Except Confidential Information and Protected Data as each Party for Confidential Information and exercises with respect to its own similar information; (ii) that all Protected Data and as otherwise Confidential Information disclosed pursuant to the Contract provided in the Contract, each should be considered confidential and proprietary; (iii) not to use Party grants to the other a non- any Confidential Information or Protected Data during the Term transferrable, fully paid, for any purpose other than as permitted under the Contract; revocable, non-exclusive license (iv) not to disclose or provide any Confidential Information or to access the data identified in Protected Data to any third-party, except as expressly Exhibit 1 at Section 3 for the authorized in writing or required by law; (v) not to remove or purposes described in Exhibit 1. destroy any proprietary markings on the Confidential Information Use of Confidential Information is or Protected data; and (vi) to return or destroy all of the other addressed in this Schedule F at

4000006921 Digitization and Microfilm Services Page 45 of 82 Section 2, as applicable. Use of Protected Data is addressed in i. Audit by Contractor. No more than annually, Exhibit 1, as applicable. Contractor, at its own expense, will conduct a SSAE 16 or equivalent audit of Contractor’s information security program ii. Ownership. All and provide such audit findings to County upon formal written data exchanged hereunder will request. remain the property of the disclosing Party. Except for the ii. Audit Findings. As commercially reasonable, uses expressly permitted herein, Contractor will implement any required safeguards as identified nothing contained in this Contract by County or any information security program audits. will be construed as a grant of any right or license or an offer to grant iii. Access to County Data. Contractor will log any right or license by either Party access to all County data by County and non-County Users and to the other with respect to the periodically review such logs. Access reports will be made data exchanged hereunder, or available to County upon request. any derivative works thereof. iv. Admin Console Event Logging. Contractor 4. Information Security. Each Party acknowledges and will log all admin console events and periodically review such agrees it has implemented appropriate risk management logs. Admin console event reports will be made available to techniques, including administrative, technical, and physical County upon request. safeguards, to protect and ensure the security of and continuity of access to Information Systems and Records. Without 5. Service Continuity. Contractor must have a business limitation, the technical safeguards employed will incorporate continuity plan in place and must evaluate the IT disaster industry recognized system hardening techniques and will recovery portion of such plan at least annually. The plan must reflect a risk-based assessment of the data protected relative to address procedures for response to emergencies and other the likely harm from unauthorized access to Information business interruptions. Specifically, the plan must demonstrate Systems and Records. The Parties will at least annually audit that, in the event of a disaster or other service or business their safeguards to ensure all Information Systems within their interruption, Contractor has provided for: (i) backing up and respective control and involved in storing, using, or transmitting storing data at a location sufficiently remote from the facilities at Protected Data, are secure and protect the data from which Information System(s) are hosted in case of loss of that unauthorized disclosure, modification, or destruction. Where a data at the primary site; (ii) rapid restoration, relocation, or Party, or their employees, agents, third-party processors, or replacement of resources associated with County Information permitted subcontractors, have access to the other Party’s System(s); (iii) short and long-term restoration, relocation, or Information System(s), Records, or facilities, the Party with such replacement of resources that will ensure the smooth access will comply with the following: continuation of operations related to County Information System(s); and (iv) reviewing, testing, and adjusting the plan a. Security Undertaking. Without limiting the based on its at least annual evaluation. obligation of confidentiality described in this Schedule F at Section 2, the Parties will be responsible for establishing and 6. Access to Protected Data. In the event Contractor will maintaining an information security program that is compliant have access to County Protected Data, whether in electronic or with all relevant federal and state laws and otherwise designed paper form, Contractor agrees to institute and maintain to: (i) ensure the security and confidentiality of the Information safeguards or restrictions that effectively: System(s); (ii) protect against any anticipated threats or hazards to the security or integrity of the Information System(s); a. restricts and controls access to facilities housing (iii) protect against unauthorized access, modification, or use of County Information Systems or paper documents containing the Information System(s); (iv) ensure the proper disposal of Protected Data, or hosting SaaS used to process Protected data stored or exchanged on the Information System(s); and Data, including establishing and observing effective procedures (v) ensure that all of a Party’s employees, agents, permitted for tracking access and chain of custody thereof; subcontractors, and third-party processors, if any, comply with all of the foregoing. b. limits the access, use, disclosure, and dissemination of data to authorized purposes and to those authorized b. Access Controls. Each Party will take necessary individuals that need access to Protected Data; and reasonable precautions to appropriatelySAMPLE limit access by their respective employees, agents, affiliates, subcontractors, and c. requires that all individuals prior to receiving access other representatives to the other Party’s Information Systems. to Protected Data: (i) submit to and pass, based on the process If Contractor will have access to County premises, Contractor and criteria set forth in Section 5.12.1 of version 5.6 of the CJIS will employ such precautions to also limit access to County Security Policy, a criminal history records check, or a premises, including immediately notifying County in the event a substantively similar background check, that includes a state of representative assigned to a County project has been residency and national fingerprint based record check; and terminated, and assisting County with the recovery of any data, (ii) otherwise comply with the criteria set forth in DOJ Order 0904 access credentials, or technology in a Contractor – Cybersecurity Program (September 15, 2016); representative’s possession following termination or completion of the services. d. prevents Protected Data from being loaded onto portable computing devices or portable storage components or c. SaaS Hosting Protected Data. The following media unless necessary under the Contract and adequate provisions apply if the SaaS will or may host Protected Data. security measures are in place to ensure the integrity and

4000006921 Digitization and Microfilm Services Page 46 of 82 security of the data, including without limitation: (i) a policy on persons, then Contractor shall confirm in writing its reasons for physical security for such devices to minimize the risks of theft allowing such individual to have access to Protected Data. and unauthorized access; (ii) a policy prohibiting viewing Protected Data in public or common areas; (iii) ensuring all such 7. Security Breach. In the event of an actual or suspected portable computing devices have anti-virus software, personal Security Breach, defined below, Contractor will immediately firewalls, and system password protection; (iv) ensuring the notify County of the breach or suspected breach and will comply Protected Data stored on portable computing or storage device with all applicable breach notification laws. Contractor agrees to or media is encrypted while stored on such device; and cooperate with County in the investigation and remedy of any (v) creating and maintaining an accurate inventory of all such such breach, including, without limitation, complying with any devices and the individuals to whom they are assigned; and law concerning unauthorized access or disclosure, as may be reasonably requested by County. Contractor will promptly e. ensures Protected Data is encrypted at rest and in reimburse County for the costs of any breach notifications, transit as follows: expenses, or other fees, including any state or federal fines associated with a breach of Protected Data while in Contractor’s i. “At rest” Protected possession or control. Contractor will send any applicable Data stored in electronic form notifications regarding a Security Breach to the following shall be encrypted at the file level notification email address: [email protected]. using a symmetric cipher that is FIPS 197 certified (AES) and at As used herein, a “Security Breach” is the unauthorized access least 256 bit strength. Multiple files of an Information System controlled by Contractor that results in maintained in the same the: (a) unauthorized access of Protected Data; (b) introduction unencrypted folder shall have of Malicious Code; (c) exfiltration of data; or (d) unauthorized separate and distinct access of security or access credentials. passphrases. A single passphrase may be used to 8. Right of Audit by County. County will have the right to encrypt an entire folder or disk review Contractor’s information security program prior to the containing multiple files. Effective Date and from time to time during the Term, including to perform audits at Contractor’s work site. In lieu of an onsite ii. “In transit” audit, Contractor may complete an audit questionnaire provided Protected Data shall be encrypted by County, which must be returned to County within 45 days of using a cryptographic module that the date Contractor received the questionnaire. is FIPS 140-2 certified and a symmetric cipher key strength of 9. Response to Orders and Requests for Data. If either at least 128 bit strength. Party receives a subpoena, warrant, or other legal order, demand or request (collectively, a “Request”) seeking Records If Contractor must comply with the criminal history record check or any data of the other Party, the Party receiving the Request requirement provided in this Section 6, it shall retain for the Term will promptly provide a copy of the Request to the other Party and for seven years thereafter Records related to such checks. along with copies of Records or data in their possession that the If Contractor allows Protected Data access to an individual who Party believes are responsive to the Request. In the event of a has been convicted of one or more felonies or law violations Request the Parties agree to consult, cooperate, and involving acts of dishonesty or criminal behavior that could more collaborate with each other in their responses. likely than not pose a risk to County, its clients, or vulnerable SAMPLE

4000006921 Digitization and Microfilm Services Page 47 of 82 MULTNOMAH COUNTY CONTRACT Schedule G: Compliance

This SCHEDULE G: COMPLIANCE is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Schedule G is a Material Default.

1. Taxes. Contractor will pay all taxes owed to a public body, in any one week when the work week is four consecutive days, as defined in ORS 174.109, and attests to compliance with the Monday through Friday; and (iii) work is performed on Saturday tax laws of this state and its political subdivisions. and any legal holiday specified in a collective bargaining agreement or ORS 279B.020. The requirement to pay at least 2. Anti-discrimination. Contractor will not discriminate time and a half for all overtime worked in excess of 40 hours in based on race, religion, color, sex, marital status, familial status, any one week, will not apply to individuals who are excluded national origin, age, mental or physical disability, sexual under ORS 653.010 to 653.261 or under 29 USC sections 201 orientation, gender identity, source of income, or political to 219 from receiving overtime. affiliation in programs, activities, services, benefits or employment. Contractor will not discriminate against minority- 4. EEO Compliance. Contractor agrees that if, at any time owned, women-owned or emerging small businesses. under the Term, it has employees and will earn more than Contractor will include a provision in each subcontract requiring $75,000 as a result of this Contract, Contractor will not: subcontractors to comply with the requirements of this clause. a. Solicit or consider employment recommendations 3. Compliance with Applicable Law. Contractor will comply based on factors other than personal knowledge or records of with all federal, state, and local laws applicable to the job-related abilities or characteristics; Deliverables to be provided under this Contract, and all regulations and administrative rules established pursuant to b. Coerce the political activity of any person; those laws, including, without limitation ORS 279B.020 and, as applicable, the following: c. Deceive or willfully obstruct anyone from competing for employment; a. Pursuant to ORS 279B.220, Contractor will: (i) make payment promptly, as due, to all persons supplying labor or d. Influence anyone to withdraw from competition for material to Contractor for the performance of the Work provided any position so as to improve or injure the employment for in the Contract; (ii) pay all contributions or amounts due the prospects of any other person; Industrial Accident Fund from Contractor or subcontractor incurred in the performance of the Contract; (iii) not permit any e. Give improper preference or advantage to anyone so lien or claim to be filed or prosecuted against the state or a as to improve or injure the employment prospects of that person county, school district, municipality, municipal corporation or or any other employee or applicant. subdivision thereof, on account of any labor or material furnished; and (iv) pay to the Department of Revenue all sums 5. Disbarment. Contractor represents that Contractor, its withheld from employees under ORS 316.167. employees, agents, and subcontractors, are not, as of the Effective Date: (a) excluded in any fashion for any reason from b. Pursuant to ORS 279B.225, Contractor will, if participation in federally-funded programs or any other type of providing lawn and landscape maintenance services, salvage, programs or awards relating to public entities; nor (b) controlled recycle, compost or mulch yard waste material at an approved by a person or entity that is so excluded. Contractor will notify site, if feasible and cost-effective. County within 24 hours if it receives written notice from a federal or other agency with proper authority, or otherwise becomes c. In accordance with ORS 279B.230, Contractor will aware, that it or a controlling person or entity is so excluded, promptly, as due, make payment to any person, copartnership, regardless of whether such a determination is subject to appeal association or corporation furnishing medical, surgical and by Contractor or such controlling person or entity. Any such hospital care services or other needed care and attention, exclusion will be a Material Default. incident to sickness or injury, to the employees of Contractor, of all sums that Contractor agrees to pay for the services and all 6. Code of Business Conduct. County has adopted and moneys and sums that Contractor collected or deducted from enforces administrative procedures, personnel rules, and the wages of employees under any law,SAMPLE contract or agreement executive rules (hereinafter collectively referred to as the for the purpose of providing or paying for the services. All subject “Code”) to govern the conduct of its employees, officers, and employers working under the Contract warrant they are either agents. The Code requires compliance with laws, avoidance of employers that will comply with ORS 656.017 or employers that conflicts of interest, and performance of duties according to the are exempt under ORS 656.126. highest ethical standards of honesty, fair dealing, and integrity. Some of the areas addressed by the Code are prohibitions d. Pursuant to ORS 279B.235, Contractor will not against personal gain, misuse of assets, sexual harassment, employ any person for more than 10 hours in any one day, or 40 discrimination against protected classes of persons, and use or hours in any one week, except in cases of necessity, possession of drugs, alcohol, or firearms on County premises or emergency, or where the public policy absolutely requires it. The while on duty or representing County. While on County laborer will be paid at least time and a half pay when: (i) overtime premises, Contractor agrees to act, at all times, in substantial is in excess of eight hours a day or 40 hours in any one week compliance with the Code. At all other times, except as the Code when the work week is five consecutive days, Monday through is specifically limited to job performance of County employees Friday; (ii) overtime is in excess of 10 hours a day or 40 hours on behalf of County, Contractor agrees to perform, and to

4000006921 Digitization and Microfilm Services Page 48 of 82 require its personnel to perform, its duties under the Contract in for County. Contractor agrees to comply with the QSO rider to material compliance with the Code, a copy of which is available County’s Business Associate Agreement, attached to and to Contractor on request. incorporated into the Contract as Exhibit 3a.

7. Business Associates. Under Exhibit 1, Contractor will 9. Workers’ Compensation Insurance. Contractor create, receive, maintain or transmit PHI on County’s behalf. As represents and warrants that prior to the Effective Date either it: a result, Contractor will be a Business Associate of County. (a) procured, and for the Term will maintain workers’ Contractor agrees to comply with County’s Business Associate compensation insurance as set forth in Exhibit 2; or Agreement, attached to and incorporated into the Contract as (b) completed and received an applicable exemption certificate Exhibit 3. The enumerated uses of County PHI are stated in as set forth in Exhibit 8. Section 3 of Exhibit 1. 10. Net Neutrality. This section applies if Contractor is a 8. Qualified Services Organization. Under Exhibit 1 “broadband Internet access service” provider as that phrase is Contractor’s responsibilities include: (a) creating, receiving, defined in Oregon Laws 2018, chapter 88, section 1(1). maintaining, or transmitting information about individuals in a Contractor represents and warrants that as of the Effective Date program subject to 42 CFR Part 2, or (b) operating one or more it shall not engage in any of the activities set forth in Oregon federally-funded substance abuse treatment programs subject Laws 2018, chapter 88, sections 1(3)(a) through (e). to 42 CFR Part 2. As a result, Contractor will be a Qualified Services Organization (QSO), as defined under 42 CFR 2.11,

SAMPLE

4000006921 Digitization and Microfilm Services Page 49 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Schedule H: Additional Terms And Conditions

This SCHEDULE H: ADDITIONAL TERMS AND CONDITIONS is attached and incorporated into the Multnomah County Contract (“Contract”).

1. Data Delivery Requirements. Contractor will comply with the guidelines below when providing County with electronic information.

a. Electronic information may be submitted on an external hard drive that connects via USB 2.0 or 3.0, such as a USB "Flash" drive.

b. File names must be succinct, descriptive, not longer than 128 characters, and must not contain special characters (e.g., -% ( ) # @ . , * &[ ] / \).

c. All file names must include the appropriate extension associated with the file's format or file type.

d. File names must be unique, complete, and interpretable outside of the file structure.

Contractor is responsible for ensuring that all submitted electronic information is accessible by County personnel at the time of receipt.

2. Publicity; Use of County’s Name and Marks. Contractor will not issue any press release, make any public announcement, or make any other forms of public disclosure related to the subject matter of this Contract, except as may be required by law or applicable government regulation, without the prior written approval of the Director of Communications. Contractor shall obtain the Director of Communications’ prior written approval for each instance of such press releases, public announcements, or other forms of public disclosure related to the subject matter of this Contract. Further, Contractor shall not use publicly or for publicity, promotion, or otherwise, any name or logo of County or its affiliates, without the prior written approval of the Director of Communications for each use of said name or logo.

SAMPLE

4000006921 Digitization and Microfilm Services Page 50 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 1: Statement Of Deliverables

This EXHIBIT 1: STATEMENT OF DELIVERABLES is attached and incorporated into the Multnomah County Contract (“Contract”) and sets forth the Deliverables and other professional, technical, creative, and/or other services that Contractor will provide to County under the Contract.

1. Contract Term. The Term begins on the Effective Date and continues until terminated as provided herein.

2. Deliverables. Contractor will provide the following Deliverables to County.

a. Goods.

b. SaaS.

i. Base Data Storage.

c. Services.

i. Timeline.

ii. Milestones.

iii. Personnel.

d. Works.

i. Specifications.

ii. Milestones.

iii. Acceptance and Testing Process and Criteria.

e. Support and MaintenanceSAMPLE.

3. Data Sharing.

a. Data to be Shared.

b. Data Classifications.

c. Prohibited Data.

4000006921 Digitization and Microfilm Services Page 51 of 82 d. Protected Data. If either Party will share with the other any Protected Data under the Contract, the permitted and required uses of the Protected Data are described in this Section 3 of Exhibit 1. The Party receiving Protected Data from the other is prohibited from using or further disclosing Protected Data other than as permitted or required by the Contract, below, or as required by law.

i. Enumerated Disclosures.

ii. Permitted Uses.

iii. Data Subject to 42 CFR Part 2. If the Work(s) or Services involve payment and/or health care operations activities and require that Contractor receive from County data protected under 42 CFR Part 2, the following terms shall apply.

A. Contractor acknowledges and agrees that it shall be fully bound by the provisions of 42 CFR Part 2.

B. Contractor will only redisclose data subject to 42 CFR Part 2 when the redisclosure recipient: (I) is a contract agent or subcontractor of Contractor that is assisting Contractor to provide Services described in the Contract; and (II) agrees by contract to only further disclose the County's data subject to 42 CFR Part 2 to the Parties.

e. Data License. Each Party grants to the other a fully paid, irrevocable, non-exclusive, perpetual, royalty-free license to access the data shared under the Contract, including to make, reproduce, and prepare derivative works based thereon, and to perform, display, and distribute copies of such data or derivative works thereof, and to authorize others to do the same on their behalf, as permitted by law and as consistent with the Contract.

i. Cross License for Anonymized Data. Each Party grants to the other a fully paid, irrevocable, non-exclusive, perpetual, royalty-free license to use Anonymized Data, defined below, including to make, reproduce, and prepare derivative works based thereon, and to perform, display, and distribute copies of such Anonymized Data or derivative works thereof, and to authorize others to do the same on their behalf. Provided, however, use of Anonymized Data shall be consistent with the policies set forth in the Contract.

As used herein, “Anonymized Data” means data, including Protected Data but excluding Confidential Information, from which all PII has been removed. Anonymized Data is not Protected Data.

4. Security Requirements. 5. Authorized Representatives.SAMPLE The Parties respective Authorized Representatives are: COUNTY CONTRACTOR ______

6. Payments. Contractor will invoice County for all payments owed and based on the schedule provided below. All invoices will be sent to County’s address on the Cover Page to the attention of “Accounts Payable,” identify “Multnomah County” as the payor and Contractor’s legal name as the payee, include the invoice number and invoice date, reference the Multnomah County Contract Number for this Contract, and include a detailed description of the Deliverables for which payment is requested. Payments from County will be due 45 days from the invoice date. Contractor must complete the form attached to the Contract as Exhibit 5 to receive payment(s) by EFT.

a. Fees and Charges. The total payment under the Contract is ______, comprising the following fees and charges.

4000006921 Digitization and Microfilm Services Page 52 of 82 b. Expenses and Reimbursements.

c. Maximum Payments.

d. Schedule.

e. Right to Enforce Performance. County will have the right to withhold from payments due Contractor such sums as are necessary in County’s sole opinion to protect County from any loss, damage, or claim which may result from Contractor’s failure to perform in accordance with the terms of the Contract or failure to make proper payment to suppliers or subcontractors. County will not be obligated to pay Contractor until it has inspected and affirmatively accepted the applicable Deliverable.

7. Change Control. The Deliverables to be provided pursuant to this Exhibit 1 may be amended from time to time, as mutually agreed by the Parties. Any such amendment will use the change control procedure outlined below.

a. When a Party desires a change to Exhibit 1, that Party will prepare a written document (a “Change Order”) describing in reasonable detail its proposed changes, to include, at a minimum, any changes in cost, schedule, and impact, if any, to the Deliverable, and will submit the proposed Change Order to the other Party for approval.

b. A Change Order will only become effective, thereby amending Exhibit 1, when signed by the Parties.

8. Termination and Remedies. Termination of the Contract will cause each associated Exhibit 1 to likewise terminate. Unless otherwise provided in the Contract, either Party may terminate an Exhibit 1 with 30 days written notice to the other without causing the Contract to terminate, as follows. Any obligations or duties that by their nature extend beyond the termination of an Exhibit 1 will survive termination.

a. For Cause. If County terminates Exhibit 1 due to a Contractor breach or Material Default, County may complete the Work or Services either itself, by agreement with another contractor, or by a combination thereof. If the cost of completing the Work or Services exceeds the remaining unpaid balance of the total compensation provided under this Contract, then Contractor will pay to County the amount of the reasonable excess. If Contractor terminates Exhibit 1 due to a County breach or Material Default, County will be obligated to pay Contractor for Work or Services provided through the termination date if such Work or Services conform to Contract specifications.

b. Without Cause. If either Party terminates Exhibit 1 without cause, County will pay Contractor for Work or Services provided through the termination date, provided the Work(s) delivered must be usable and conform to Contract specifications. Payments under this Section 10(b) of Exhibit 1 will be less any setoff to which the non-terminating Party is entitled. 9. Federal Funds Subrecipient.SAMPLE Contractor is not a federal funds subrecipient under the Contract.

4000006921 Digitization and Microfilm Services Page 53 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 1: Statement Of Deliverables

Signature Page

I have read and understand this Exhibit 1 and the rest of the Contract, agree to be bound by their terms, and am authorized to sign on behalf of the Party I represent. This Exhibit 1 may be executed in multiple counterparts and may be electronically signed. Any verified electronic signatures appearing on the Exhibit 1 are the same as handwritten signatures for the purposes of validity, admissibility, and enforceability. Any reproduction of the Exhibit 1 made by reliable means is considered an original.

COUNTY CONTRACTOR

By: ______By: ______

Name: ______Name: ______

Title: ______Title: ______

Date: ______Date: ______

SAMPLE

4000006921 Digitization and Microfilm Services Page 54 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 2: Insurance Requirements

This EXHIBIT 2: INSURANCE REQUIREMENTS is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Exhibit 2 is a Material Default.

Contractor shall at all times maintain in force at Contractor’s expense, each insurance noted below: **

Workers’ Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers’ compensation coverage in accordance with ORS Chapter 656 or CCB (Construction Contractors Board) for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027(See Exhibit 4).

Employer’s Liability Insurance with coverage limits of not less than $500,000 must be included.

THIS COVERAGE IS REQUIRED. If Contractor does not have coverage, and claims to be exempt, attach Exhibit 4 in lieu of Certificate. Out-of-state Contractors with one or more employees working in Oregon in relation to this contract must have Workers’ Compensation coverage from a state with extraterritorial reciprocity, or they must obtain Oregon specific Workers’ Compensation coverage. ORS 656.126.

Professional Liability insurance covering any damages caused by error, omission or any negligent acts of the Contractor, its sub-contractors, agents, officers, or employees performance under this Contract. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000.

If this box is checked the limits shall be $X,000,000 per occurrence and $X,000,000 in annual aggregate

Required by County Not required by County (Needs Risk Manager’s Approval)

Commercial General Liability insurance with coverages satisfactory to the County, on an occurrence basis, with a combined single limit of not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, with an annual aggregate limit of $2,000,000. Coverage may be written in combination with Automobile Liability Insurance (with separate limits).

If this box is checked the limits shall be $X,000,000 per occurrence and $X,000,000 in annual aggregate.

If this box is checked the State of Oregon shall also be named as an Additional Insured.

Required by County Not required by County (Needs Risk Manager’s Approval)

Commercial Automobile Liability covering all owned, non-owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits). Combined single limit per occurrence shall not be less than $1,000,000.

If this box is checked the limits shall be $X,000,000 per occurrence. If this box is checked the State of Oregon shall also be named as an Additional Insured.

Required by County Not required by County (Required if vendor is transporting and/or driving as part of performing the duties specified in the contract)

Cyber Liability This errors and omissions insurance shall include coverage for third party claims and losses including with respect to network risks (such as data breaches, transmission of virus/malicious code; unauthorized access or criminal use of third party, ID/data theft) and invasion of privacy regardless of the type of media involved in the loss of private information (such as computers, paper files and records, or voice recorded tapes), covering collection, use, access, etc. of personally identifiable information., direct liability, as well as contractual liability for violation of privacy policy, civil suits and sublimit for regulatory defense/indemnity for payment of fines and penalties. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000,000.

The retroactive coverage date shall be no later than the effective date of this contract. Contractor shall maintain an extended reporting SAMPLEperiod for not less than two (2) years after termination of this contract. Required by County

Employee Dishonesty, Third Party Fidelity Bond, and (when applicable) Money and Securities Contractor shall obtain, at Contractor’s expense, and keep in effect during the term of the Contract, Employee Dishonesty, Third Party Fidelity Bond, and (when applicable) Inside/Outside Money and Securities coverages for county-owned property in the care, custody, or control of the Contractor. Coverage limits shall not be less than $ ______.

Required by County

Excess/Umbrella Liability insurance with a combined single limit of not less than $1,000,000 each claim, incident, or occurrence, with an annual aggregate limit of $2,000,000.

Required by County

4000006921 Digitization and Microfilm Services Page 55 of 82 Additional Requirements: Coverage must be provided by an insurance company authorized to do business in Oregon or rated A- or better by Best’s Insurance Rating. Contractor shall pay all deductibles and retentions. Contractor’s coverage will be primary in the event of loss.

Tail Coverage - If any of the liability insurance coverages shown are on a "claims made" basis, "tail" coverage will be required at the completion of the Contract for a duration of 24 months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of "tail" coverage as described or continuous "claims made" liability coverage for 24 months following Contract completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage provided its retroactive date is on or before the effective date of the Contract. If continuous "claims made" coverage is used, Contractor shall keep the coverage in effect for duration of not less than 24 months from the end of the Contract. This will be a condition of Final Acceptance.

Certificate of Insurance Required: Contractor shall furnish a current Certificate of Insurance to the County. Contractor shall provide renewal Certificates of Insurance upon expiration of any of the required insurance coverages. Contractor shall immediately notify the County of any change in insurance coverage. The Certificate shall also state the deductible or retention level.

The County must be listed as an Additional Insured by Endorsement on any General Liability Policy on a primary and non-contributory basis. Such coverage will specifically include products and completed operations coverage. The Certificate shall state the following in the description of operations: “Additional Insured Form (include form number) attached. This form is subject to policy terms, conditions and exclusions.” A copy of the additional insured endorsement shall be attached to the certificate of insurance required by this contract. If requested, complete copies of insurance policies shall be provided to the County. Certificate holder should be: Multnomah County Risk Management, 501 SE Hawthorne Ave. Suite 400, Portland, OR 97214.

Where in the County to send your Certificate of Insurance. Risk Management has an email address that all insurance certificates should be sent to: [email protected]. Additional originals, hard copies, or faxes are not necessary. **Note to Contract Originator: Additional insurance may be required for certain types of contracts. Refer to the Contract Insurance and Indemnification Manual or contact Risk Management/Property & Liability Programs. Coverage limits may be modified to higher levels, based upon the needs of the contract without Risk Management review but any lower levels of coverage must be approved by Risk Management.

Completed by: Kate James Contract Originator

SAMPLE

4000006921 Digitization and Microfilm Services Page 56 of 82 MULTNOMAH COUNTY CONTRACT Exhibit 3: Business Associate Agreement

This EXHIBIT 3: BUSINESS ASSOCIATE AGREEMENT is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Exhibit 3 is a Material Default.

1. General. For purposes of this Contract, Contractor is as Required by Law. Contractor further agrees to use County’s Business Associate and will comply with the or disclose PHI only on behalf of, or to provide services obligations set forth below and under HIPAA. to, County in fulfilling Contractor’s obligations under Contractor and County agree to amend this Contract if this Contract, and to not make uses or disclosures that necessary to allow County to comply with the would violate the Privacy Rule if done by County or requirements of HIPAA and its implementing violate the minimum necessary standard as described regulations. below.

2. Definitions. Terms used, but not otherwise defined in b. When using, disclosing, or requesting PHI, this section or Schedule A, will have the same meaning Contractor agrees to make reasonable efforts to limit as those terms in 45 CFR 160.103, 164.103, 164.402 the PHI disclosed to the minimum necessary to and 164.501. A reference to a regulation means the accomplish the intended purpose of the use, disclosure section as in effect or as amended, and for which or request, in accordance with 45 CFR 164.514(d), compliance is required. with the following exceptions:

a. “Breach” is defined in 45 CFR 164.402 and i. disclosures to or requests by a includes the unauthorized acquisition, access, use, or health care provider for treatment; disclosure of PHI that compromises the security or privacy of such information. ii. disclosures made to the Individual about his or her own PHI; b. “Designated Record Set” is defined in 45 CFR 164.501. iii. uses or disclosures authorized by the Individual; c. “Individual” is defined in 45 CFR 160.103 and includes a person who qualifies as a personal iv. disclosures made to the Secretary in representative in accordance with 45 CFR 164.502(g). accordance with the Privacy Rule;

d. “Privacy Rule” means the standards for v. uses or disclosures that are privacy at 45 CFR Part 160 and Subparts A and E of Required by Law; and Part 164. vi. uses or disclosures that are required e. “Required by Law” is defined in 45 CFR for compliance with the Transaction Rule. 164.103. c. Contractor is directly responsible for full f. “Secretary” means the Secretary of the U.S. compliance with the requirements of the Privacy Rule Department of Health and Human Services (HHS) or and Security Rule to the same extent as County. designee. d. Contractor agrees to use appropriate g. “Security Rule” means the Standards for safeguards to prevent use or disclosure of the PHI Security of Individually Identifiable Health Information other than as provided for by this Contract. at 45 CFR Part 160 and Subparts A and C of Part 164. e. Contractor agrees to implement h. “Transaction Rule” means the standards and administrative, physical, and technical safeguards that rules regarding electronic data interchangeSAMPLE (EDI) found reasonably and appropriately protect the in 45 CFR Part 162 that require Covered Entities and confidentiality, integrity, and availability of the Business Associates that electronically transmit data to electronic PHI that it creates, receives, maintains, or use certain data transmission protocol standard transmits on behalf of County as required by 45 CFR formats. 164 Subpart C.

i. “Unsecured PHI” means PHI that is not f. Contractor agrees to notify County as soon as secured through the use of a technology or practicable but not later than within five days of any methodology specified by the Secretary in guidance or known or suspected incident or complaint involving as otherwise defined in 45 CFR 164.402. PHI, including use or disclosure of PHI in violation of or not provided for by this Contract of which it becomes 3. Contractor’s Obligations. aware.

a. Contractor agrees to not use or disclose PHI Notwithstanding the foregoing, the Parties other than as permitted or required by this Contract or acknowledge and agree that this section constitutes notice by 4000006921 Digitization and Microfilm Services Page 57 of 82 Contractor to County of the ongoing existence and occurrence in Individual’s or County’s request as necessary to of security incidents that are “unsuccessful” and do not satisfy County’s obligations under 45 CFR 164.524. If represent risks to PHI, such as “pings” on a firewall. an Individual requests access to information directly from Contractor, Contractor agrees to forward the g. Contractor will immediately notify County of a request to County within two working days of receipt. Breach of Unsecured PHI of which Contractor (or County will be responsible for any denials of requested Contractor’s employee, subcontractor, officer or agent) PHI. knows or should have known of through the exercise of reasonable diligence. Contractor’s notification to k. Contractor agrees to make any amendments County must: to PHI in a Designated Record Set that County directs or agrees to pursuant to 45 CFR 164.526 within the i. Be in writing and provide an time and manner specified in County’s request. individual’s contact information if needed for County’s Contractor will not respond directly to requests from follow up communications. Individuals for amendments to their PHI in a Designated Record Set. Contractor agrees to forward ii. Be made to County without the request to County within two business days of unreasonable delay and no later than 30 calendar days receipt. after discovery of the Breach. A Breach is considered discovered as of the first day on which the Breach is l. Contractor agrees to make internal practices, known, or reasonably should have been known, to books and records, including policies and procedures Contractor, subcontractor of Contractor, or any and PHI, relating to the use and disclosure of PHI employee, officer or agent of Contractor, other than the received from, or created, maintained or received by individual committing the Breach. Contractor on behalf of County available to County or Secretary upon request of County or Secretary, in a iii. Include the Individuals whose time and manner designated by County or the Unsecured PHI has been, or is reasonably believed to Secretary for purposes of the Secretary determining have been, the subject of a Breach and the types of County’s compliance with HIPAA. PHI involved. m. Contractor agrees to document disclosures of iv. Include the date of the Breach and PHI and information related to such disclosures as date of discovery of the Breach. required for County to respond to a request by an Individual for an accounting of disclosure of PHI in v. Include description of what accordance with 45 CFR 164.528. Contractor will Contractor is doing to investigate the Breach, to make available, at a minimum, the following mitigate loss, and to protect against any further or information: (i) the date of the disclosure; (ii) the name future Breaches. of the entity or person who received the PHI, and if known, the address of such entity or person; (iii) a brief vi. Provide all information necessary for description of the PHI disclosed; and (iv) a brief County to notify impacted Individuals under 45 CFR statement of the purpose of such disclosure which 164.404 without unreasonable delay after Contractor’s includes an explanation of the basis for such discovery of the Breach. disclosure. Contractor agrees to implement an appropriate record keeping process to comply with this vii. Provide any and all information, section. including preparation of reports or notices, needed for County to provide notification required under 45 CFR n. Contractor agrees to provide County or an 164.406 and 164.408, as required or requested by Individual, as applicable and within the time and County. manner specified in the request from County or Individual, information under Section 3(m) of this h. Contractor agrees to mitigate, to the extent Exhibit 5, to permit County to respond to a request by practicable and without unreasonable delay, any an Individual for an accounting of disclosure of PHI in harmful effect that is known to Contractor of a use or accordance with 45 CFR 164.528. disclosure of PHI or Breach of Unsecured PHI by Contractor in violation of theSAMPLE requirements of this o. Contractor must forward to County within two Contract or HIPAA. working days of receipt any request for restricted or confidential communications as described under i. Contractor agrees to ensure that any agent, 45 CFR 164.522 received from an Individual. including a subcontractor, to whom it provides PHI Contractor must process such request in the time and received from, or created or received by Contractor on manner directed by County. behalf of County, agrees in writing to the same restrictions and conditions that apply through this p. If Contractor conducts in whole or part Contract to Contractor with respect to such information electronic transactions on behalf of County for which in accordance with 45 CFR 164.502(e)(1)(ii) and HHS has established standards, Contractor will comply 164.308(b)(2). and require its subcontractors and agents to comply, with each applicable requirement of the Transactions j. Contractor agrees to provide access to PHI Rule and of any operating rules adopted by HHS with about an Individual contained in a Designated Record respect to the standard transactions. Set within the time, manner, form and format specified 4000006921 Digitization and Microfilm Services Page 58 of 82 4. Termination. return or destroy PHI as agreed upon by County, protections are extended to such information, in a. Upon termination of this Contract for any accordance with the termination provisions in this reason, Contractor will extend the protections of this section. Contract to any PHI that Contractor is required to retain under any provision of this Contract. The terms of this b. To avoid ambiguity, the obligations of Contract will remain in effect until all of the PHI Contractor under this Section 4 of Exhibit 5 will survive provided by County to Contractor, or created or termination of the Contract. received by Contractor on behalf of County, is destroyed or returned to County; or, if it is infeasible to

SAMPLE

4000006921 Digitization and Microfilm Services Page 59 of 82 MULTNOMAH COUNTY CONTRACT Exhibit 3a: Qualified Services Organization Rider

This EXHIBIT 3a: QUALIFIED SERVICE ORGANIZATION RIDER is attached and incorporated into the Multnomah County Contract (“Contract”). A breach of this Exhibit 3a is a Material Default.

Pursuant to the Contract, Contractor will provide one or create, receive, process, store, use or disclose more Deliverables to County that require receiving, storing, Information in violation of 42 CFR Part 2 or any more processing or using information protected by 42 CFR Part stringent state law provisions. 2 (“Information”). As a result, Contractor will meet the definition of Qualified Services Organization (“QSO”) under 42 CFR 2.11. b. Within five days of discovery, Contractor must This Qualified Services Organization Rider (“Rider”) sets forth notify County in writing of any known or suspected use the terms and conditions pursuant to which Information will be or disclosure of Information in violation of or not handled between County and Contractor during the Term and provided for by this Rider. Notification must include: after termination of the Contract. i. the Individuals whose Information 1. Definitions. Terms used, but otherwise not defined, in has been, or is reasonably believed to have been, the the Rider shall have the same meaning as those terms subject of the unpermitted use or disclosure; in 42 CFR Part 2 and as amended. ii. the type of Information 2. Contractor Obligations as a QSO. Contractor will: used/disclosed;

a. Not create, receive, store, process, use, or iii. the date of the unpermitted disclose Information other than as permitted or use/disclosure; required by this Rider or as provided by law. QSO shall create, receive, store, process, use, or disclose only iv. the date of discovery; and the minimum necessary Information to fulfill its obligations to County or as otherwise imposed by law. v. a description of what Contractor is doing to investigate the unpermitted use/disclosure, to b. Implement and use appropriate mitigate loss, and to protect against any further or administrative, technical and physical safeguards with future unpermitted uses/disclosures. respect to Information, to prevent use or disclosure of the Information other than as provided for by this Rider. 4. Termination.

c. Mitigate, to the extent practicable and without a. Except as provided in this section, upon unreasonable delay, any harmful effect that is known termination of this Rider, for any reason, Contractor or suspected to Contractor of a use or disclosure of shall return or destroy all Information received from Information in violation of this Rider or 42 CFR Part 2. County, or created or received by Contractor on behalf of County. This provision shall apply to Information that d. Not re-disclose any Information, except as is in the possession of subcontractors or agents of otherwise permitted by 42 CFR Part 2. Contractor. Contractor shall retain no copies of the Information. e. Be fully bound by the provisions of the federal regulations governing confidentiality of alcohol and b. In the event that Contractor determines that drug abuse patient records, 42 CFR Part 2, when returning or destroying the Information is infeasible, receiving, storing, processing, or otherwise using any and County agrees, Contractor shall extend the Information or other information about the Individual protections of this Rider to such Information and limit subject to 42 CFR Part 2. further uses and disclosures of such Information to those purposes that make the return or destruction f. Resist any effort in a judicial proceeding to infeasible, for so long as Contractor maintains such obtain access to Information or other information Information. pertaining to Individuals exceptSAMPLE as expressly provided for in 42 CFR Part 2. Contractor will immediately notify 5. Changes Required By Law; Interpretation. The County if such request is received. Parties will take such action as is necessary to amend this Rider from time to time as is necessary for the 3. Permitted Uses and Disclosures by Contractor. Parties to comply with the requirements of 42 CFR Part 2. Any ambiguity in this Rider shall be resolved to a. Contractor is authorized to create, receive, permit compliance with 42 CFR Part 2. store, process, use or disclose Information for the express purpose(s) described in Exhibit 1, provided that nothing in this Rider authorizes Contractor to

4000006921 Digitization and Microfilm Services Page 60 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 4: Cooperative Procurements

This EXHIBIT 4: COOPERATIVE PROCUREMENTS is attached and incorporated into the Multnomah County Contract (“Contract”).

1. Relationship to Other Entities. Contractor hereby expressly acknowledges its understanding that the 3. Separate Transactions. Contractor acknowledges Contract constitutes a contract between Contractor and agrees that any subsequent transactions with and County, and that County is a political subdivision Other Entities under the Contract will not affect either of the state of Oregon. Pursuant to ORS 279A and Party’s obligations to the other under the Contract. County’s rules regarding public contracting, County Neither Party’s obligations hereunder are contingent from time to time participates in one or more on this Contract supporting cooperative procurements. cooperative procurement groups, as that term is Contractor further acknowledges and agrees that it has defined at ORS 279A.200(1)(c), through which other not entered into the Contract based upon federal, state and local government, agencies, representations by any person other than County and municipalities, and programs (hereinafter known as that no person, entity, or organization other than “Other Entities”) may establish contracts or price County will be held accountable or liable to Contractor contracts directly with Contractor under the terms, for any of County’s obligations to Contractor created conditions, and prices of the Contract pursuant to under the Contract. This section will not create any ORS 279A.215. additional obligations whatsoever on the part of County other than those obligations created under other provisions of the Contract. 2. Permissive Cooperative Procurements. By signing below, Contractor acknowledges its election to use the Contract as the basis for cooperative procurements by 4. No Obligation. Unless otherwise provided in the and with Other Entities. Other Entities may use the Contract, or in the Attachment II, Contractor is under Contract to contract with Contractor for substantially no obligation to extend the terms of the Contract to the same Deliverables as provided in ORS 279A.215 Other Entities or to participate in a cooperative via an “Implementation Statement” whose terms and procurement hereunder. conditions are not materially different from those in the Contract. In the event of any inconsistency between the terms of the Contract and an Implementation Statement, the terms of the Contract will control.

COUNTY CONTRACTOR

By: ______By: ______

Name: ______Name: ______

Title: ______Title: ______Date: ______SAMPLEDate: ______

4000006921 Digitization and Microfilm Services Page 61 of 82 EXHIBIT 6 MICHAEL REESE MULTNOMAH COUNTY SHERIFF’S OFFICE SHERIFF 501 SE HAWTHORNE BLVD., Suite 350 • Portland, OR 97214 www.mcso.us

Exemplary service for a safe, livable community

RECORDS CHECK AUTHORIZATION

TYPE OR PRINT LEGIBLY: Fill in all fields - Incomplete forms WILL NOT be processed. NO ABBREVIATIONS!

LAST NAME FIRST NAME MIDDLE NAME

OTHER NAMES USED (AKA’s, SURNAMES, MAIDEN NAME, ETC.) ______CURRENT ADDRESS CITY STATE ZIP CODE ______(______)______E-MAIL ADDRESS PHONE NUMBER

______DRIVER’S LICENSE: ______/ ______/ ______SOCIAL SECURITY NUMBER STATE LICENCE NO. EXP.

HEIGHT: ______WEIGHT: ______EYE COLOR: ______HAIR COLOR: ______SEX (CHECK ONE): MALE / FEMALE

RACE: ______A – Asian/Pacific Islander B – Black H – Latin American I – American Indian/Native Alaskan O – Other W - White

______DATE OF BIRTH PLACE OF BIRTH (CITY) (STATE) (COUNTRY)

______(______)______EMPLOYER NAME EMPLOYER TELEPHONE NUMBER EMPLOYEE JOB TITLE ______REASON FOR REQUESTED ACCESS / WORK BEING PERFORMED

DO YOU HAVE ANY CRIMINAL CONVICTION’S OR INCARCERATION’S? (MARK ONE) YES or NO IF YES, LIST BELOW: Use additional page if needed

CHARGE DATE CHARGE DATE

I hereby authorize the Multnomah County Sheriff's Office to conduct a criminal history records check prior to consideration for employment or association with this agency for official business. I understand and agree that a record of convictions, pending criminal court actions, and/or submitting false information may exclude me from employment consideration or association with the Multnomah County Sheriff's Office. Also, I agree to report any criminal conviction occurring after the submission of this authorization. I further understand that I will be held accountable to the zero-tolerance standardSAMPLE set in the Prison Rape Elimination Act 2003 (PREA). I HEREBY AFFIRM THE ABOVE INFORMATION IS TRUE: ______SIGNATURE DATE MUST BE COMPLETED BY MULTNOMAH COUNTY MANAGER/SUPERVISOR REQUESTING ACCESS

PRINT NAME: ______DEPARTMENT/TITLE: ______

SIGNATURE: ______CONTACT NUMBER: ______

REQUESTING MCSO ID ( CJIS REQUIRED ) MCSO ID LIMITED DURATION (SPECIAL PROJECT – INTERN) OTHER

CJIS ONLY MCSO SPECIFIC CONTRACTOR (JAIL SIDE - ESCORT ONLY)

Rev SEP2016 4000006921 Digitization and Microfilm Services Page 62 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 7: Certification Statements for Corporation or Independent Contractor

NOTE: Contractor Must Complete A or B below:

A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY, OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a (check one): Corporation Limited Liability Company Partnership Non-Profit Corporation authorized to do business in the State of Oregon

Signature:

Title: Date:

B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury, that the following statements are true: 1. If CONTRACTOR is providing services under this Contract for which registration is required under ORS Chapter 671 (architects and landscape contractors) or 701 (construction contractors), CONTRACTOR has registered as required by law. 2. CONTRACTOR is free to determine and exercise control over the means and manner of providing the service, subject to the right of the County to specify the desired results. 3. CONTRACTOR is responsible for obtaining all licenses or certifications necessary to provide the services. 4. CONTRACTOR is customarily engaged in providing services as an independent business. CONTRACTOR is customarily engaged as an independent contractor if at least three of the following statements are true. NOTE: Check all that apply. You must check at least three (3) to establish that you are an independent contractor. A. CONTRACTOR’s services are primarily carried out at a location that is separate from CONTRACTOR’s residence or primarily carried out in a specific portion of the residence which is set aside as the location of the business. B. CONTRACTOR bears the risk of loss related to the services provided under this Contract. C. CONTRACTOR provides services to two or more persons within a 12-month period or Contractor routinely engages in business advertising solicitation or other marketing efforts reasonably calculated to obtain new contracts for similar services. D. CONTRACTOR makes a significant financial investment in the business. CONTRACTOR SAMPLEhas authority to hire additional persons to provide the services and has authority to fire such persons. Contractor Signature: Date:

4000006921 Digitization and Microfilm Services Page 63 of 82 MULTNOMAH COUNTY CONTRACT Contract Number: [insert contract number] Exhibit 8: Workers’ Compensation Exemption Certificate

(To be used only when Contractor claims to be exempt from Workers’ Compensation coverage requirements)

Contractor is exempt from the requirement to obtain workers’ compensation insurance under ORS Chapter 656 for the following reason (check the appropriate box): SOLE PROPRIETOR  Contractor is a sole proprietor, and  Contractor has no employees, and  Contractor will not hire employees to perform this Contract. CORPORATION – FOR PROFIT  Contractor’s business is incorporated, and  All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and  All Work will be performed by the officers and directors; Contractor will not hire other employees to perform this Contract. CORPORATION – NONPROFIT  Contractor’s business is incorporated as a nonprofit corporation, and  Contractor has no employees; all Work is performed by volunteers, and  Contractors will not hire employees to perform this Contract. PARTNERSHIP  Contractor is a partnership, and  Contractor has no employees, and  All Work will be performed by the partners; Contractor will not hire employees to perform this Contract, and  Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.** LIMITED LIABILITY COMPANY  Contractor is a limited liability company, and  Contractor has no employees, and  All Work will be performed by the members; Contractor will not hire employees to perform this Contract, and  If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto.** *NOTE: Under OAR436-50-0005 a shareholder has a “substantial ownership” interest if the shareholder owns 10% of the corporation, or if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption request is accepted from a Contractor who will perform construction work.SAMPLE Contractor Contractor Printed Name: Signature:

Contractor Title: Date:

4000006921 Digitization and Microfilm Services Page 64 of 82 MULTNOMAH COUNTY CONTRACT Attachment III: Electronic Protected Health Information Guidance

Pursuant to the Business Associate Agreement, Contractor shall i. Each employee accessing electronic have systems, procedures and safeguards to protect Protected PHI must have a unique account and password. Health Information from unpermitted access or disclosure. This Schedule applies to PHI in electronic and hard copy/paper form. ii. Contractor prohibits guest accounts Contractor shall review the HIPAA Security Rule and the which are shared or not tied to an employee. guidance and framework of NIST Special Publication 800-53 Rev.4 to implement controls, practices and procedures that will safeguard the PHI created, maintained, received or transmitted iii. Employees shall be advised that by Contractor on behalf of County or to provide a service to County. accounts and passwords cannot be shared under any circumstances. In the event it assists Contractor, the following describes some of County’s suggested best practices that Contractor may wish to consider. It is not an exhaustive list of all controls, practices iv. Employees must be locked out of and procedures that Contractor should consider and implement. their accounts after multiple unsuccessful attempts.

1. Access to PHI. v. Contractor must require employees to have complex passwords and not permit passwords a. General. Access to PHI, in all forms and that are solely words found in the dictionary. formats, equipment, systems, networks, applications, and media is limited to only those employees of Contractor and permitted subcontractors performing vi. Contractor must force an employee services on behalf of, or to, County. to change their password at a reasonable interval.

i. Process is defined for granting and vii. Contractor periodically reviews terminating access. accounts and disables them when access is no longer required to perform tasks on behalf of County.

ii. The list of approved employees and permitted subcontractors is reviewed and updated at d. Personal Devices. least once per quarter.

i. Employees must use passwords on b. Physical Access. all personal devices that access PHI.

i. PHI is stored in a secure facility or ii. Employees must employ anti-virus area which has appropriate physical controls to limit software and operating system service packs as they access (e.g. locks or access cards). are released on such personal devices.

ii. Physical access to such areas is iii. Employees must never store PHI on granted only to those employeesSAMPLE of Contractor and personal device, even if password protected. permitted subcontractors performing tasks on behalf of County and is monitored 24 hours per day/7 days per week by Contractor. iv. Deploy mobile device management on personal devices to allow Contractor to remotely wipe any access to PHI in the event the device is lost iii. Guests and visitors are escorted in or stolen. secure areas.

2. Restrictions for electronic PHI on Uses of Portable c. Electronic Access. Devices or Media.

4000006921 Digitization and Microfilm Services Page 65 of 82 a. PHI is not stored, processed, or downloaded on any portable device or storage media without b. Require employees to immediately report encryption. Portable devices include without limitation known or suspected incidents, breaches and laptops, notebooks, smartphones, USB/jump drives. complaints involving PHI to Contractor’s privacy and/or security officer.

b. Laptops are deployed with full disk encryption. c. Periodically review activity logs, investigate and resolve incidents identified.

3. Transportation and Transmission of PHI. 7. Disposal of Files or Media Which Contain PHI.

a. All data containing PHI must be encrypted when transmitted, such as through VPN, a. Hard Copy/Paper Format. Physically encrypted/secured FTP, TLS, SSL, or HTTPS. destroyed such that the PHI is rendered essentially unreadable, indecipherable, and otherwise cannot be reconstructed via shredding, burning, or pulverizing. b. All access and communication to or from the Internet must occur through an actively managed Internet firewall. b. Electronic Format. Fully remove PHI from electronic media prior to reuse or disposal by clearing (using software or hardware products to overwrite c. PHI transported in hard copy/paper format media with non-sensitive data) or purging (degaussing must be carried in locked bags and never left or exposing the media to a strong magnetic field in unattended, such as in cars. order to disrupt the recorded magnetic domains) the PHI.

4. Software Controls. 8. Risk Assessment and Risk Management Plan (see also NIST Special Publication 800-300 Rev.1 and/or a. Employ virus protection on systems or ONC Security Assessment Tool). networks which store, process or transmit PHI.

a. Prior to creating, receiving, maintaining or b. Perform real time or periodic scans on all transmitting PHI on behalf of County or to provide a systems or networks which store, process or transmit service to County, conduct an accurate and thorough PHI. enterprise-wide assessment of the potential risks and vulnerabilities to confidentiality, integrity, and 5. Security Training, Awareness, and Sanctions. availability of PHI. Ensure all employees that access PHI receive training on their obligations under this Contract and the HIPAA b. Update the assessment as reasonably Security Rule. Contractor should consider sanctions for necessary in response to environmental and any employee that violates Contractor’s policies, operational changes affecting the security of PHI not procedures or obligations under this Contract or less than once every two years. HIPAA.

SAMPLEc. Maintain and implement an ongoing risk 6. Violations and Audit. management plan to reduce the identified risks pursuant to the assessment to reasonable and a. Implement technical features or controls to appropriate levels. record security-relevant activity.

4000006921 Digitization and Microfilm Services Page 66 of 82 ATTACHMENT 3 4000006921 - Digitization & Microfilm Services - Terminology & Definitions

Term Definition Notes, References AIFF Audio Interchange File Format (AIFF): an uncompressed audio file format standard used for storing sound data. Is the primary organization for fostering the development of technology standards in the United States. ANSI works American National Standards Institute (ANSI) with industry groups and is the U.S. member of the International Organization for Standardization (ISO) and the http://searchdatacenter.techtarget.com/definition/ANSI International Electrotechnical Commission (IEC). Asset: a valuable resource that does not fall under the definition of Public Record. Asset Records: See definition for Public Record below. AIIM was founded in 1943 as the National Microfilm Association. As microfilm fell into disuse, the association changed its name to the Association for Information and Image Management, or "AIIM" for short, in 1982, and then to Association of Intelligent Information Management in 2018. The name change demonstrated a broadening of focus Association for Intelligent Information for the association. In 2000, AIIM created the term Enterprise Content Management (ECM), which referred to the http://www.aiim.org/ Management (AIIM) strategies, methods, and tools used throughout the lifecycle of an organization's documents, and other content, that relate to the organization's processes. -- The industry trade association that includes Micrographics, Optical Disc, and Electronic Image management markets, In 1996 the name was changed to AIIM International. A record that allows a sequence of activities and their effects on an electronic record to be identified, reviewed, and Audit Log reconstructed. Continuity of Operations Plans to ensure that agencies are able to continue performance of essential functions under a A Supplier COOP plan must include safeguards for County Continuity of Operations (COOP) Plans broad range of circumstances. materials. The mission of CJIS is to equip law enforcement, national security, and intelligence community partners with the Directly impact to/with MultCo County Sheriff's Office Criminal Justice Information (CJI), Criminal criminal justice information they need to protect the United States while preserving civil liberties. CJIS Security (MCSO), Department of Criminal Justice (DCJ), and County Justice Information Services (CJIS), and Security policies provide guidance for the creation, viewing, modification, transmission, dissemination, storage, and District Attorney's Office (DA). destruction of Criminal Justice Information (CJI). Degree of darkness on the image. The amount of data that can be stored or the ability of an object to stop or absorb Density light. The less the light is reflected or transmitted by an object, the higher its density. Refers to the amount of information stored in a specific amount of space on the surface of a disk or memory chip De-Skewing Software ability to straighten or adjust an image that has been scanned or filmed in crooked. De-Speckle The process for removing specks from an image. A film used to make microfilm or microfiche copies. It is exposed to the original film under ultraviolet light and is Diazo Film developed into identical copies using an anhydrous (gas) ammonia for processing. It creates a negative image on the film.

Use of a scanner to convert documents (on paper or microforms) to digitally coded electronic images suitable for magnetic or optical storage. The process of converting analog information into digital format for use by a computer. Digitization -- The conversion of analog material into a digital format through digital photography or scanning. For example scanning a paper document to create a digital copy.

Disaster Recovery The procedures necessary to resume operations after an atypical disruption of routine activities. See "COOP Plans" Generally a per hour charge. May include but is not limited to The work done in order to prepare materials before sending to the Supplier, AND/OR the work done by the Supplier paperclip and staple removal, cleaning. Fragile and damaged Document Prep to prepare materials for scanning. documents and bound materials require additional specialized preparation and scanning techniques.

4000006921 Digitization and Microfilm Services Page 67 of 82 ATTACHMENT 3 4000006921 - Digitization & Microfilm Services - Terminology & Definitions

Term Definition Notes, References Measure of output device resolution and quality such as the number of pixels per inch on a display device or printer. Measures the number of dots horizontally and vertically. A 600 dpi printer can print 360,000 (600 x 600) dots on one Dots Per Inch (DPI) square inch of paper. Resolutions of 100 or 200 DPI are common in check imaging. A resolution of 300 DPI is common for document management systems involving graphics. Encryption The rendering of electronic data or documents unintelligible to unauthorized users. Documents and/or materials that are frail, delicate, brittle, highly vunerable and may be easily damaged without Fragile required special handling and protective conditions.

A standard (RFC 959) establishing rules for copying files from one system to another. The FTP protocol negotiates File Transfer Protocol (FTP) the exchange of data between the systems and manages any differences in data structures on the systems. An Electronic Document and Records Management Software system, used at the county for access, organization, and Administered by MultCo Records Management and Archives HPE Content Manager storage of records. This is the county's official solution for document management, and has been certified by the State division Archivist for storage of permanent, electronic-only records. A method by which a series of attributes are used to uniquely define an imaged document so that it can be identified and retrieved at a later date. Indexing -- In the context of digitization "indexing" is a term often used by people to describe the process or service or See "Metadata" capturing metadata from the original records that is then used in the file naming and management of the resulting digital records. This allows users to manage their digital records after scanning has been completed. Local Within 30 miles of 501 SE Hawthorne Blvd. Portland, OR 97214 The original analog documents, maps, photographs, film, and other materials requiring digitization or microfilm Materials services.

"Metadata is frequently used to locate or manage information resources by abstracting or classifying those resources or by capturing information not inherent in the resource. Typically metadata is organized into distinct categories and relies on A) Data about data, or information known about the image in order to provide access to the image. Usually includes conventions to establish the values for each category. For information about the intellectual content of the image, digital representation data, and security or rights management example: Metadata information. - Administrative Metadata may include the date and source of B) From ISO 23081‑2:2007, 3.7:structured or semi-structured information, which enables the creation, management, acquisition, disposal date, and disposal method. and use of records through time and within and across domains - Descriptive Metadata may include information about the content and form of the materials. - Preservation Metadata may record activities to protect or extend the life of the resource, such as reformatting. - Structural Metadata may indicate the interrelationships between discrete information resources, such as page numbers." A 4″ x 6″ piece of film that has reduced images of up to 700 pages of documents in a grid format for indexing. Microfiche Microfiche generally refers to COM (computer output microfiche) a technology that stores computer reports on the film instead of paper. A storage media for images that has been used since 1800’s. The standard is 16mm film but 35mm film is used Microfilm similarly for engineering applications.

4000006921 Digitization and Microfilm Services Page 68 of 82 ATTACHMENT 3 4000006921 - Digitization & Microfilm Services - Terminology & Definitions

Term Definition Notes, References See ISO/IEC 11172 – Information technology—Coding of moving pictures and associated audio for digital storage media MP3 MPEG-1 Audio Layer III audio compression format. at up to about 1.5 Mbit/s. MP4 MPEG-4 Part 14 digital multimedia container format most commonly used to store video and audio. See MPEG-4 Part 14 standard.

This program’s role is to facilitate compliant information management across all County departments, programs and units, including elected officials (County Commissioners, Sheriff's Office, County Auditor), and non-departmental offices (i.e. Diversity and Equity; Sustainability). The program facilitates compliance to Federal, State and Local statutes and legislations and to international best practices for information management and information governance.

MultCo Records Management and Archives Unit Responsibilities include but are not limited to: For more information contact MultCo Records Administrator. * Information lifecycle analysis, including advising and developing policies and procedures for record-generating software, digital preservation, document management, inactive records storage and retrieval, retention scheduling, and secure destruction; * Managing storage and internal access to approx. 35,000 boxes of physical records through the County Records Center; * Facilitation of department level projects related to imaging (i.e. scanning, digitization, microfilm), conversion and storage, in support of paper-less workflows; * Preservation, maintenance, storage, and provision of access to archival records, in electronic and physical formats. Not Local More than 30 miles from 501 SE Hawthorne Blvd., Portland, OR 97214

Scanning that is completed away from MultCo property, at a Supplier's facility. Requires the Supplier to comply with Offsite Scanning contracted requirements for transfer, storage, and handling of records and their digitized versions.

General Scenarios: 1) MultCo purchases or uses existing scanner(s), utilize MultCo staff for scanning. Maintenance resides w/MultCo. Scanning that is completed on MultCo property. May be used to comply with security/confidentiality requirements or 2) Rent and/or lease scanner from Supplier, utilize MultCo staff Onsite Scanning to accommodate business workflow requirements when files cannot be absent/offsite for any period of time. for scanning. Maintenance resides w/Supplier. 3) Utilize Supplier staff for scanning, Supplier would provide scanning equipment & related materials. Maintenance resides w/Supplier.

Is the mechanical or electronic conversion of images of typed, handwritten or printed text into machine-encoded text, whether from a scanned document, a photo of a document, a scene-photo (for example the text on signs and billboards in a landscape photo) or from subtitle text superimposed on an image (for example from a television broadcast).[1] It is widely used as a form of information entry from printed paper data records, whether passport documents, invoices, bank statements, computerised receipts, business cards, mail, printouts of static-data, or any Optical Character Recognition/Reader (OCR) suitable documentation. It is a common method of digitising printed texts so that they can be electronically edited, https://en.wikipedia.org/wiki/Optical_character_recognition searched, stored more compactly, displayed on-line, and used in machine processes such as cognitive computing, machine translation, (extracted) text-to-speech, key data and text mining. -- A technique for recognizing a font optically. Refers to the process by which scanned images are electronically “read” to convert them into editable text. This conversion is performed during or after scanning, and may output formatted text or text-only files (flat ASCII4000006921 files). Text Digitization generated andby OCRMicrofilm is often Services input into text search databases, Page 69 of 82 allowing retrieval of the original scanned image based on its content. ATTACHMENT 3 4000006291 - Digitization & Microfilm Services - Terminology & Definitions

Term Definition Notes, References The digital deliverables (text, image, sound, and video files) resulting from digitization of original materials, or the Output analog deliverables resulting from microfilm services.

Output File Formats File formats are the means by which digital data is translated for output. To be translated there must be some common format. Frequently used file formats in the imaging industry include TIFF, CCITT Group III & IV, PDF, and JPEG. Typically defined by Suppliers as records with dimensions that exceed 11"x17." These records require a different Oversize Materials type of scanner than smaller records. E.g. maps, engineering drawings The HIPAA Privacy Rule protects all "individually identifiable health information" held or transmitted by a covered entity or its business associate, in any form or media, whether electronic, paper, or oral. The Privacy Rule calls this information "protected health information (PHI)."“Individually identifiable health information” is information, including demographic data, that relates to: the individual’s past, present or future physical or mental health or condition, the provision of health care to the individual, or the past, present, or future payment for the provision of health care to the individual, and that identifies the individual or for which there is a reasonable basis to believe it can See "HIPAA Term and Definition" Personal Health Information (PHI) be used to identify the individual.13 Individually identifiable health information includes many common identifiers (e.g., name, address, birth date, Social Security Number).

The Privacy Rule excludes from protected health information employment records that a covered entity maintains in its capacity as an employer and education and certain other records subject to, or defined in, the Family Educational Rights and Privacy Act, 20 U.S.C. §1232g. MultCo Administrative Procedures for further reference From NIST SP 800-122: Any information about an individual maintained by an agency, including (1) any * PII-0: PII Definitions information that can be used to distinguish or trace an individual‘s identity, such as name, social security number, * PII-1: Collection, Safeguarding, Disposition of PII Personnally Identifable Information (PII) date and place of birth, mother‘s maiden name, or biometric records; and (2) any other information that is linked or * PII-2: Breach Notification Requirements for Unauthorized linkable to an individual, such as medical, educational, financial, and employment information. Acquisition of PII * PII-3: Visitor Access to Restricted Areas Pixel A single dot in an image. It can be black and white, grayscale or color. This treatment was developed to combat the formation of redox spots or rings on silver microfilm, which are a result of poor environmental conditions and exposure to pollutants. Polysulfide treatment (which converts the silver to a Polysulfide Stabilization form that better resists oxidation) can be used during initial processing, it can be provided for the master and duplicate negatives after all quality control inspections have been done, or it can be applied to older film, as long as it is not yet deteriorated. A file format developed by Adobe Systems that can be used to distribute formatted output, including text and Portable Document Format (PDF) graphics, from a variety of applications to users working on a variety of platforms. Any information that is prepared, owned, used or retained by the ; related to an activity, transaction or fuction of the ; From ORS 192 (Chapter 192 — Records; Public Reports and and is necessary to satisfy the fiscal, legal, administrative or historical policies, requirements or needs of the . Meetings) Public Record Excludes library books and materials acquired for patron use, extra copies of a document used for reference or https://www.oregonlegislature.gov/bills_laws/ors/ors192.html convenience, publications from outside agencies or organizations used for reference, and voicemail messages that are not transcribed. Describes techniques ensuring that high quality is maintained through various stages of a process. For example, Quality Control: (QC/QA) quality control during image capture might include comparing the scanned image to the original and then adjusting colors or tonal values, or checking for defects.

4000006921 Digitization and Microfilm Services Page 70 of 82 ATTACHMENT 3 4000006921 - Digitization & Microfilm Services - Terminology & Definitions

Term Definition Notes, References Record Types The nature or genre of the resource, such as text, still image, moving image, or sound.

Higher resolutions mean more detail in an image, but it also The ability of a scanning device to reproduce the details of an image. Usually defined in dpi (dots per inch). Also results in larger image files. Refers to the ‘image-sharpness’ of a used in micrographics, as the ability of a photographic system to record fine detail. The higher the resolution, the document, usually measured In dots (or pixels) per inch (dpi). Resolution greater the amount of detail will be shown. Measure of image readability, usually expressed in dots per inch (dpi). Documents can be scanned at various resolutions depending on The sharpness of an image on a video display or printed output is measured in dots per inch or pixels. The higher the your particular needs. The higher the resolution of a document, number of dots per inch or pixels, the higher the resolution of the image. the greater the image-sharpness, and the larger the file size will be. Resolution also refers to the image-sharpness that printers and monitors are capable of reproducing. Services that are requested under a time constraint. A time constraint may be either a) service that is needed immediately or by a deadline, b) service that needs to occur during a compressed timeframe, or c) a combination of Rush Services (a) and (b). A rush service is distinguished by the need for Supplier to prioritize the service and schedule differently than would have occurred if there were no communicated time restraints. Services with a time constraint that are scheduled as they would have been without the constraint do not qualify as a rush service.

KODAK Duplicating Microfilms are micro-fine grain, silver reverse image films used for making contact prints from Silver Duplication camera microfilms and duplicate microfilms in microfiche and roll-film applications. Silver duplicating films have a life expectancy of 500 years (LE-500) when processed and stored properly. In imaging system when document is scanned in crooked. Some software has a deskewing feature that corrects this problem. The amount of variation from vertical of a MICR character with respect to the bottom edge of the Skew document, measured, in degrees. The maximum allowable Skew is 1.5 degrees. The misalignment or slant of a character, bar, line of characters or barcode with respect to the bottom edge of the document. A type of non-volatile storage that uses integrated circuit assemblies and no moving parts for longterm persistent Cotnrast with hard disk drives, which use spinning and moving Solid State Drive storage of data. parts. A standard (ISO 12234-2) for storing a raster graphic and metadata that describes the image content and characteristics. TIFF is a proprietary format and trademark owned by Adobe, although the specifications are Tagged Image File Format (TIFF) published and freely available. It is platform independent and widely supported. Undersized Materials Those materials that are smaller than a standard sized document or similar material of 8" x 11". Example include post-it notes WAV or WAVE Waveform Audio File Format - an uncompressed audio file format standard used for storing sound data. Any space where the Supplier is performing digitization or microfilm services, or any physical or virtual space where Workspace MultCo materials are being stored, staged, serviced, or transported.

4000006921 Digitization and Microfilm Services Page 71 of 82 ATTACHMENT 4 4000006921 - Digitization & Microfilm Services - MultCo Locations List (2018) - including but not limited to: Secured Access Name (Alphabetical Order) Location Comments (CJIS related) Albina Library - 602 3605 NE 15th, Portland, OR 97212

Arcoa Building - 678 1006 SE Grand Ave, Ste 200, Portland OR 97214-2330

Baltizar F Ortiz Community Center - 338 6736 NE Killingsworth St, Portland, OR 97218 Belmont Library - 603 1038 SE Cesar Chavez, Portland, OR 97214

Billi Odegaard Dental Clinic - 146 33 NW Broadway, Portland, OR 97209

Blanchard Building, Facilities Mgmt - 274 401 N Dixon St, Portland, OR 97227

Capitol Hill Library - 605 10723 SW Capitol Hwy, Portland, OR 97219

Centennial High School, Health Clinic - 387 3505 SE 182nd Ave, Bldg 3, Gresham, OR 97030

Central Library-601 801 SW 10th Ave, Portland, OR 97205

X Central Office - 481 421 SE 10th Ave, Portland, OR 97214

Cesar Chavez K-8 School, Health Clinic - 383 5103 N Willis Blvd, Portland, OR 97203

Cherry Blossom Plaza - 377 10615 SE Cherry Blossom Dr, Portland, OR 97216

Cleveland High School, Health Clinic - 429 3400 SE 26th Ave, Portland, OR 97202 Columbia Gorge Corp Center, MCSO X Training/Warehouse Facility - 490 2955 NE 172nd Place, Portland, OR 97230

X Congress Center, MultCo District Attorney - 108 1001 SW 5th Ave, Ste 2175, Portland OR 97204

David Douglas Modular, Health Clinic - 294 1034 SE 130th Ave, Portland, OR 97233

Duniway-Lovejoy Elections Building - 414 1040 SW Morrison St, Portland, OR 97214

X East County Courts - 488 18480 SE Stark St, Portland, OR 97233

X Fairview City Hall, MCSO - 530 1300 NE Village St, Fairview, OR 97024-3817

Fairview Library - 624 1520 NE Village St, Fairview, OR 97204

Franklin High School, Health Clinic - 388 5405 SE Woodward St, Portland, OR 97206

X Gateway Childrens Center MDT Building - 439 10225 E Burnside St, Portland, OR 97216

X Gateway Childrens Center Service Bldg - 448 10317 E Burnside St, Portland, OR 97216

George Middle School, Health Clinic - 373 10000 N Burr Ave, Portland, OR, 97203

Gladys McCoy Building - 160 4000006921426 Digitization SW Stark and St, Microfilm Portland, Services OR 97204 Page 72 of 82 ATTACHMENT 4 4000006921 - Digitization & Microfilm Services - MultCo Locations List (2018) - including but not limited to:

Secured Access Name (Alphabetical Order) Location Comments (CJIS related)

Gladys McCoy Building - 160 426 SW Stark St, Portland, OR 97204

Gregory Heights Library - 606 7921 NE Sandy, Portland, OR 97213

Gresham Library - 607 385 NW Miller, Portland, OR 97030

X Gresham Probation - 407 495 NE Beech Ave, Gresham, OR 97030

Harrison Park School, Health Clinic - 441 2225 SE 87th Ave, Portland, OR 97216

Hillsdale Library - 623 1525 SW Sunset Blvd, Portland, OR 97239

Holgate Library - 609 7905 SE Holgate, Portland, OR 97206

Hollywood Library - 622 4040 NE Tillamook, Portland, OR 97212

I-84 Corp Center, MultCo Animal Services - 528 1020 NW Corporate Dr, Troutdale, OR 97060

ISD/Kelly Building - 327 4735 E Burnside, Portland, OR 97215

ISOM Bldg, Library Administration - 317 205 NE Russell St, Portland, OR 97212

Jefferson High School, Health Clinic - 251 5210 N Kerby Ave, Portland, OR 97217 John B Yeon Annex - 455 1600 SE 190th Ave, Portland OR 97233

John B Yeon Facility, Records & Archives - 425 1620 SE 190th Ave, Portland, OR 97233

X Justice Center - 119 1120 SW 3rd Ave, Portland, OR 97204

X Juvenile Justice Complex - 311 1401 NE 68th Ave, Portland, OR 97213

Kenton Library - 628 8226 N Denver Portland, OR 97217

Lane Middle School, Health Clinic - 461 7200 SE 60th Ave, Portland, OR, 97206

Lincoln Building - 167 421 SW Oak St, Portland, OR 97204

Lloyd Corp Plaza, Environmental Health - 231 847 NE 19th Ave, Ste 350, Portland, OR 97232

Lloyd Corp Plaza, Library Admin HQ - 232 919 NE 19th Ave, Ste 250, Portland, OR 97232

Madison High School, Health Clinic - 306 2735 NE 82nd Ave, Portland, OR 97220

X Mead Building - 161 421 SW 5th Ave, Portland, OR 97204

X Mid-County District Office - 304 1415 SE 122nd Ave, Ste B, Portland, OR 97233

Mid-County Health Center - 430 400000692112710 Digitization SE Division and Microfilm St, Portland, Services OR 97236 Page 73 of 82 ATTACHMENT 4 4000006921 - Digitization & Microfilm Services - MultCo Locations List (2018) - including but not limited to:

Secured Access Name (Alphabetical Order) Location Comments (CJIS related)

Midland Library - 611 805 SE 122nd, Portland, OR 97233 Secured Access 3rd Floor, X Multnomah Building - 503 501 SE Hawthorne, Portland, OR 97214 MultCo Sheriff's Office Includes Animal Services Multnomah County Animal Services - 324 1700 W Historic Columbia River Hwy, Troutdale OR 97060 Modular location (Bldg# 382)

Multnomah County Bridge Shop - 446 1403 SE Water Ave, Portland, OR 97214

X Multnomah County Court House - 101 1021 SW 4th Ave, Portland, OR 97204

Multnomah County East - 437 600 NE 8th St, Gresham, OR 97030

X Multnomah County Inverness Jail - 314 11540 NE Inverness Dr, Portland, OR 97220

North Portland Health Clinic - 325 9000 N Lombard St, Portland, OR 97203

North Portland Library - 612 512 N Killingsworth, Portland, OR 97217

Northwest Library - 619 2300 NW Thurman, Portland, OR 97210

Parkrose High School, Health Clinic - 305 12003 NE Shaver St, Portland, OR 97220

Professional Plaza 102 - 397 131 NE 102nd Ave, Portland, OR 97220

Rockwood Community Health Center - 398 2020 SE 182nd Ave, Portland, OR 97233

Rockwood Library - 614 17917 SE Stark, Portland, OR 97233

Roosevelt High School, Health Clinic - 261 6941 N Central St, Portland, OR 97203

Sellwood Library - 625 7860 SE 13th, Portland, OR 97202

Southeast Health Center - 420 3653 SE 34th Ave, Portland, OR 97202

St Johns Library - 615 7510 N Charleston, Portland, OR 97203

Tabor Square Office Building - 409 4610 SE Belmont St, Portland, OR 97215

Troutdale Library - 629 2451 SW Cherry Park Rd, Troutdale, OR 97060

X Troutdale Police Community Center, MCSO - 526 234 SW Kendall Ct, Troutdale OR 97060

Walnut Park Complex - 322 5329 NE MLK Jr Blvd, Portland, OR 97211

West Gresham Plaza, 2nd Floor - 527 2951 NW Division, Gresham, OR 97030 4000006921 Digitization and Microfilm Services Page 74 of 82 Woodstock Library - 618 6008 SE 49th, Portland, OR 97206 ATTACHMENT 5 4000006921 - Digitization & Microfilm Services - Categories Matrix

Definitions

Local Work must be completed in a facility within 30 miles of 501 SE Hawthorne Blvd., Portland, OR 97214.

Headquarters must be based in the United States, in a state approved by the County Attorney’s Office pending analysis of local privacy laws.

Not Local Does not need to be located near Multnomah County (but may be). Facilities must be based in the United States.

Headquarters must be based in the United States, in a state approved by the County Attorney’s Office pending analysis of local privacy laws.

Must adhere to shipping requirements (as outlined in the Bid document).

Fragile Cannot go through a sheet-feed scanner or book scanner.

Current Annual Volume The volume represented is for estimate purposes only and MultCo will not be held to the volume stated for each category as the volume may increase or decrease without notice.

References Oregon Administrative Rules Chapter https://secure.sos.state.or.us/oard/displayChapterRules.action?selectedChapter=175 166 Archives Division Division 17 https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=559 Division 20 https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=560 Division 25 https://secure.sos.state.or.us/oard/displayDivisionRules.action?selectedDivision=561

Federal Agencies Digital Guidelines Initiative http://www.digitizationguidelines.gov/

Association for Library Collections & Technical Services http://www.ala.org/alcts/resources/preserv/minimum-digitization-capture-recommendations

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Category 1: On-Site, Standard Office Records, Local Only GENERAL DESCRIPTION Paper records up to and including 8.5” x 14” in size. Records are not fragile and may be fed through a sheet-feed scanner. Includes client case files which may contain sticky notes, photographs, notebooks, and other non-standard sizes, and may require prep. On-site digitization is required for projects that include active or potentially active files that may require immediate access by the record owners. Services must be provided in a MultCo facility and may require leased or purchased scanning equipment and supplier staff to perform services. MultCo computers and/or external storage media will be provided by the county and supplier will configure software for use with supplier-provided scanning equipment.

REQUIREMENTS Location MultCo Facility

Types of Materials Paper (not exhaustive) Other text-based materials (such as sticky notes, carbon copies, thermal paper) Photographs Notebooks Up to 8.5"x14"

Output TIFF PDF (single and multi-page) with OCR

May contain fragile items? No

Specifications Minimum 300dpi black and white, 8-bit grayscale, 24-bit color

Supplier staff will use supplier equipment for scanning and Multco computers, external storage Additional Considerations media, servers, and other county-owned information technology equipment for storage and workflow.

Multco IT equipment will not be removed from Multco location. May include leased equipment or purchased equipment.

Standards that must apply OAR Chapter 166, Divisions 17 & 20

Standards that may apply Federal Agencies Digital Guidelines Initiative

CURRENT ANNUAL VOLUME Continuous scanning of approximately 100 case files per day, each case file containing 5-50 pages. Individual projects to digitize case files, up to 5000 files, containing 5-50 pages.

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Category 2: Off-Site, Standard Office Records, Local Only GENERAL DESCRIPTION Paper records up to and including 8.5” x 14” in size. Records are not fragile and may be fed through a sheet-feed scanner. Includes client case files which may contain sticky notes, photographs, notebooks, and other non-standard sizes, and may require prep. On- site digitization is required for projects that include active or potentially active files that may require immediate access by the record owners.

REQUIREMENTS Location Supplier Facility

Local? Yes

Types of Materials Paper (not exhaustive) Other text-based materials (such as sticky notes, carbon copies, thermal paper) Photographs Notebooks Up to 8.5"x14"

Output TIFF PDF (single and multi-page) with OCR

May contain fragile items? No

Specifications Minimum 300dpi black and white, 8-bit grayscale, 24-bit color

Additional Considerations None

Standards that must apply OAR Chapter 166, Divisions 17 & 20

Standards that may apply Federal Agencies Digital Guidelines Initiative

CURRENT ANNUAL VOLUME Typical projects are for large-scale conversions of office files as part of a transition to digital workflow and the use of Electronic Records and Document Management Systems. Five projects per year of up to 500 boxes of office records, each box containing a mix of 2000 single- and double-sided documents. Many projects include case files, which are stored in files with metal fasteners.

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Category 3: Off-Site, Oversized Records, Local Only GENERAL DESCRIPTION Materials contain a combination of text and image and are too large to be digitized using a sheet-feed scanner. Such materials require the use of a flatbed scanner or other photography. Typical materials include technical drawings (such as bridge engineering drawings), maps, and posters. Many drawings exceed 24"x36" in size.

REQUIREMENTS Location Supplier Facility

Local? Yes

Types of Materials Paper, vellum (not exhaustive) Dimensions greater than 8.5"x14" Technical Drawings Maps Posters

Output TIFF PDF (single and multi-page) with OCR

May contain fragile items? Yes

Specifications Minimum 300dpi black and white, 8-bit grayscale, 24-bit color

Additional Considerations Materials may have been stored flat, rolled, or folded and may need additional prep.

Standards that must apply OAR Chapter 166, Divisions 17 & 20

Standards that may apply Federal Agencies Digital Guidelines Initiative, Association for Library Collections & Technical Services

CURRENT ANNUAL VOLUME Three projects per year, with a project consisting of up to 20,000 drawings, each 24"x36" or larger.

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Category 4: Media, Static, Local or Not Local GENERAL DESCRIPTION Static media that result in a digital image file. Typical materials requiring digitization include photographs and transparencies such as microforms (both microfilm and microfiche), positive and negative slides, and positive and negative film. Materials in this category will require special equipment beyond a sheet-feed scanner, and expertise in photography, using targets, and image adjustment tools.

REQUIREMENTS Location Supplier Facility

Local? No

Types of Materials Photographs (not exhaustive) Transparencies (microfilm, microfiche, positive and negative film and slides on various media) Small posters Prints Newspapers

Output TIFF PDF (single and multi-page) with OCR

May contain fragile items? Yes

Specifications Minimum 300 dpi black and white, 8-bit grayscale, 24-bit color

Additional Considerations None

Standards that must apply OAR Chapter 166, Divisions 17, 20, & 25

Standards that may apply Federal Agencies Digital Guidelines Initiative, Association for Library Collections & Technical Services

CURRENT ANNUAL VOLUME 10 carousels of slides, 50-100 rolls of microfilm, 200 photographs, 50 posters and prints.

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Category 5: Media, Time-Based, Local or Not Local GENERAL DESCRIPTION Time-based media have an audio and/or visual component. Digitization services are required for sound, video, and film recordings.

REQUIREMENTS Location Supplier Facility

Local? No

Types of Materials Film (8mm, 16mm, 35mm) (not exhaustive) Cassettes CDs DVDs VHS tapes Betamax tapes Magnetic tape

Output MP3 MP4 AIFF of WAV

May contain fragile items? Yes

Specifications See Association for Library Collections & Technical Services Minimum Digitization Capture Recommendations http://www.ala.org/alcts/resources/preserv/minimum-digitization-capture-recommendations

Materials may be in poor condition and require additional prep, or may need to be sent to a conservator. Supplier staff Additional Considerations must be able to handle media appropriately without causing damage, and must be able to accurately assess the condition of all materials.

Standards that must apply OAR Chapter 166, Divisions 17, 20, & 25

Standards that may apply Federal Agencies Digital Guidelines Initiative, Association for Library Collections & Technical Services

CURRENT ANNUAL VOLUME 30 VHS tapes, 5 Betamax tapes, 100 CDs, 50 DVDs, 10 cassettes, 1 reel of 8mm, 16mm, 35mm film or magnetic tape.

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Category 6: Text-based Materials Requiring Special Handling, Local or Not Local GENERAL DESCRIPTION This category of services is for materials that are too fragile to go through a sheet-feed scanner, require more specialized equipment and expertise, or need to be digitized at a higher minimum standard (e.g. for publishing) than what is required for Categories 1 and 2. Materials may also be in this category because they are rare or valuable, in which case MultCo will have items appraised and insured prior to providing them to Supplier.

REQUIREMENTS Location Vendor Facility

Local? No

Types of Materials May be any of the types of materials listed in Category 1 or Category 2, listed here due to: (not exhaustive) - Being bound - Being rare - Possessing a non-standard size (length or width) or thickness - Composition (e.g. onion skin)

Output PDF (single and multi-page) with OCR TIFF

May contain fragile items? Yes

Specifications Minimum 300 dpi (but must be able to handle up to 1200 dpi), 8-bit grayscale, 24-bit color

Materials may be in poor condition and require additional prep. Materials require specialized photography Additional Considerations and lighting, and specialized expertise in imaging adjustment and the use of targets.

Standards that must apply OAR Chapter 166, Divisions 17, 20, & 25

Standards that may apply Federal Agencies Digital Guidelines Initiative, Association for Library Collections & Technical Services

CURRENT ANNUAL VOLUME This is a low-volume category with few annual projects. Examples of a typical project include digitization of: a rare book for public access, a collection of 20 historic photos for a book publication, a photo to create a large-scale poster, or a collection of 20 handwritten bound registers that include photographs.

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Category 7:Microfilm Services, Local Only GENERAL DESCRIPTION Creation of new security and access microfilm, duplication of security and access microfilm, polysulfide treatment for stabilization, and splicing. One required service, the filming of Book of Records, must occur daily, however most microfilm services are on an as-needed basis. Note that MultCo is phasing out the creation of daily microfilm with the intent to stop daily activities beginning in 2019.

REQUIREMENTS Location Supplier Facility

Local? Yes

Types of Services 16mm and 35mm microfilming from digital and hard copy sources Polysulfide treatment of new and existing film. Silver and diazo duplication of 16mm and 35mm microfilm. Aperture card duplication. 16mm and 35mm splicing.

May contain fragile items? Yes

Specifications Per the standards provided in OAR Chapter 66 Division 25.

Materials may be in poor condition and require additional prep, or may need to be sent to a conservator. Additional Considerations Supplier staff must be able to handle media appropriately without causing damage, and must be able to accurately assess the condition of all materials.

Standards that must apply OAR Chapter 166, Divisions 17, 20, & 25

Standards that may apply Federal Agencies Digital Guidelines Initiative, Association for Library Collections & Technical Services

CURRENT ANNUAL VOLUME 215' 16mm silver microfilm, Book of Records filmed and delivered daily for an annual total of approximately 250 rolls. 100' 16mm silver microfilm, Security Book of Records, approximately 300 rolls. 16mm filming, 1-2 million images. 35mm filming, up to 1000 images. 16mm diazo duplicates, up to 250 rolls. 35mm diazo duplicates, up to 10 rolls. 16mm silver duplication, up to 50 rolls. 16mm silver microfilm polysulfide treatment, approximately 1100 rolls. 16mm and 35mm splicing, up to 100 splices. 35mm aperture card duplication, up to 50 cards.

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