On the agenda: Mcminnville meeting — Data Center (Jun 4)

1. Revised Public Comments 6/4
Documents:
060126 PUBLIC COMMENT.PDF
2. Final Agenda
Documents:
060426 AGENDA.PDF
3. Revised Packet 2
Documents:
060426 PACKET.PDF
4. Revised Action List
Documents:
060426 ACTION - REV.PDF

WRITTEN PUBLIC COMMENTS RECEIVED
PRIOR TO THE
BOARD OF COMMISSIONERS’ SESSION
ON
Thursday, June 1, 2026
AT
10:00 A.M.

Questions, concerns or comments about these items can be directed
to staff or the Commissioners by contacting the Commissioners’ office at
(503) 434-7501
OR
[email protected]

From:
To:
Subject:
Date:

Margaret Bowman
BOC Info
Data Center
Tuesday, June 2, 2026 6:50:38 AM

I don’t know of any potential data centers at this time… ( Do you?)
But as we look into the future, I would like to know what thoughts, pro or con..that the Yamhill County
Commissioners might have concerning this “Hot Topic?”
I will share my findings…and concerns for Yamhill County.
Maggie Bowman
971-237-3783
Sent from my iPad

YAMHILL COUNTY BOARD OF COMMISSIONERS
AGENDA
June 4, 2026 10:00 a.m.

Formal Session

Room 32, Courthouse
535 NE Fifth St.
https://us06web.zoom.us/j/81867313185
Webinar ID: 818 6731 3185

Welcome! Thank you for attending today’s meeting. Public participation is encouraged. If you wish to
address the Commissioners on any item not on the agenda, you may do so as part of the public comment
period at the beginning of the meeting. If you desire to speak on any item, please raise your hand to be
recognized after the Chair announces the agenda item. Please fill out a public comment card to indicate your
intent to speak. NEW – Public participation also includes the ability to attend Formal Session via Zoom. For
attendees that are attending the meeting via Zoom, the Chair will ask if any Zoom attendees wish to provide
public comment in same manner as provided above. At that time, attendees will be asked to use the “raise
hand” function in Zoom and staff will unmute the participant. Meetings will also continue to be available for
view via a live stream on the Commissioners’ YouTube channel. Written public comments may be submitted
via email at [email protected] by 5:00p.m. Wednesday.

Notice: The Board of Commissioners will hold an Executive Session at 9:00 a.m.
pursuant to ORS 192.660(2)(d), to conduct deliberations with persons designated by the
governing body to negotiate labor negotiations. The BOC Meeting will begin at 10:00 a.m. or
shortly thereafter.
A.

CALL TO ORDER

B.

FLAG SALUTE

C.
CALENDAR SESSION: This time is reserved for the review of the commissioner’s
joint schedule (if needed).
D.
PUBLIC COMMENT: This time is reserved for public comment on any topic other
than: 1) agenda items, 2) A quasi-judicial land use matter, or 3) a topic scheduled for public
hearing. The Chair may limit the length of individual comments.
E.

DEPARTMENT UPDATES: None.

F.
WORK SESSION: This time is reserved for topics of discussion scheduled for the
Commissioners in advance.
1.
YCOM – Sheriff Sam Elliott.
G.
CONSENT AGENDA:
Minutes
1.
Approval of Formal Session minutes from May 21, 2026.
H.
Agenda
Page 1

OLD BUSINESS: None.
Yamhill County Board of Commissioners
June 4, 2026

10:00 a.m.

Formal Session

I.
OTHER BUSINESS (Add-ons and non-consent items):
1.
Consideration of approval of an Intergovernmental Agreement between Yamhill County
Transit and Confederated Tribes of Grand Ronde for fixed route service effective upon full
execution through June 30, 2030. Oracle #TR25014IA.
2.
Consideration of approval of Amendment #9 to the Provider Services Agreement
between Yamhill County Health and Human Services and Yamhill Community Care
Organization (B.O. 26-099) adding $45,535.17 in funding for Lutheran Community Services
school-based mental health outpatient services, effective July 1, 2026 through December 31,
2026. Oracle #HHS24023GS.
3.
Consideration of approval of a Board Order in the matter of approving a lease with the
JJSS Property LLC and terminating Board Order 22-383. Oracle #HHS26015LA.
J.
PUBLIC HEARINGS: 1. Docket G-01-22: A public hearing to consider a Planning
Commission recommendation to add “Roads, highways and other transportation facilities and
improvements” as a permitted use to the following zoning districts. Parks, Recreation, Open Space
District – Section 405 (PRO) Rural Residential Districts –502 (VLDR), and 503 (LDR) Public
Assembly Institutional District – Sections 801 (PAI) And as a conditional use to the following zoning
districts: Mineral Resource District – Section 404 (MR) Rural Residential District – Section 501
(AF-10) Commercial Districts – Sections 601 (RC), 602 (NC) and 603 (HC) Industrial Districts –
Sections 701 (RI), 702 (LI) and 703 (HI) Public Works/ Safety District – Section 802 (PWS) Public
Airports/ Landing Fields District – Section 803 (PALF). [Public Hearing was previously tabled on
June 22, 2023.] [Continued from May 7, 2026 at the point of Deliberations.]
THE RECORDS FOR PUBLIC HEARINGS CAN BE FOUND AT:
https://www.yamhillcounty.gov/1190/Public-Hearing-Notices
K.
ANNOUNCEMENTS:
1.
For information on county advisory committee vacancies, please refer to the county’s
website, https://www.yamhillcounty.gov/765/Boards-and-Committees, or call the Board of
Commissioners’ office at 503-434-7501 or 503-554-7801 (toll-free from Newberg).
2.
For questions regarding accessibility or to request an accommodation contact the Board
of Commissioners’ office at (503)-434-7501 or (503)-554-7801 (toll-free from Newberg) or
email at [email protected]
3.
Electronic versions of all meeting agendas and meeting information packets can be found
at the county’s website: https://www.yamhillcounty.gov/AgendaCenter

Agenda
Page 2

Yamhill County Board of Commissioners
June 4, 2026

10:00 a.m.

Formal Session

Agenda Item I

TO:

YCTA Board of Directors
Yamhill County Board of Commissioners

FROM:

Cynthia Thompson, Transit Manager

Cc:

Ken Huffer, Kevin Perkins, Bailey Barnhart, Cale George,
Tonya Manley, Kaleb Clint Raever

DATE:

May 29, 2026

Re:

Board Action Items for Yamhill County Transit

Yamhill County Transit Action Items for
Board of Commissioners
Date: June 4, 2026
Project Description:
Intergovernmental agreement between Yamhill County, Yamhill County Transit Area
and Confederated Tribes of Grand Ronde through June 30, 2030, for YCT to provide
fixed route service Monday – Saturday to the Grand Ronde community. YCT will bill
the Tribe monthly based on the current fixed hourly rate being charged to YCT by the
service provider.
Board Action:
Approve IGA TR25014GA agreement between Yamhill County/YCT and the
Confederated Tribes of Grand Ronde through June 30, 2030, for fixed route service to
the Grand Ronde community area.
Background Info:
The Confederated Tribes of Grand Ronde Tribal Council approved the updated
agreement on December 17, 2025.
Since 2017, the Tribe has paid YCTA to provide scheduled transit service between
Willamina and the Grand Ronde community area and that service has been
successful and effective.

1

The Tribe and YCTA want to continue their contractual partnership in order to provide
regular public transit service to the Grand Ronde community area, so the community
members have improved access to public transportation.
This agreement is effective upon a fully executed agreement and will terminate on
June 30 ,2030 unless extended or renewed.
The total annual compensation to YCT from the Tribe will be based on the
contracted service provider’s hourly rate. This agreement indicates it will not exceed
the amounts shown in Exhibit A. If there are substantial changes to service or to the
hourly rate, YCT will prepare an update to Exhibit A and amend the agreement
accordingly.

2

INTERGOVERNMENTAL AGREEMENT
THIS AGREEMENT is made and entered into by and between YAMHILL COUNTY, a political
subdivision of the State of Oregon, acting by and through its Yamhill County Transit Area, hereinafter
referred to as “YCTA”, and the CONFEDERATED TRIBES OF GRAND RONDE, hereinafter referred
to as the “Tribe”.
RECITALS
WHEREAS, Yamhill County formed YCTA as a county service district on March 14, 2007 to
enhance public transportation within Yamhill County; and
WHEREAS, The STF Transit Advisory Committee of the Tribe has determined its greatest
transit need is to link Grand Ronde to the nearest town with existing transit service; and
WHEREAS, Since 2017, the Tribe has paid YCTA to implement scheduled transit service between
Willamina and the Grand Ronde community area, and that service has been successful and effective; and
WHEREAS, The Tribe and YCTA wish to continue their contractual partnership in order to
provide continued regular public bus/transit services to the Grand Ronde community area so that
community members have improved access to public transportation; and
NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions set forth
herein, it is hereby agreed by the parties as follows:
AGREEMENT
1.

TERM. This Agreement shall become effective, and services required hereunder shall
commence, on the date the Contract is executed by both parties and shall terminate on June
30, 2030, unless otherwise terminated or extended as provided herein.

2.

CONSIDERATION. Except as otherwise agreed to in writing by the parties, the total annual
compensation for the performance of the Services under this Agreement shall not exceed the
amounts shown Exhibit A, attached hereto and incorporated herein, for the services described
herein, including transit service extension Monday thru Saturday to Grand Ronde.

3.

TRANSIT PROVIDER SERVICES. YCTA agrees to subcontract with First Transit or
another QTSP approved by the Tribe (“subcontractor”) to perform services for the Tribe
according to the services described in Exhibit B, attached hereto and incorporated herein (“the
Services”). In addition, YCTA or its subcontractor shall:
a. provide an annual written report to the Tribe;
b. submit quarterly ridership statistics to the Tribe within 40 calendar days of the end of
each quarter;
c. comply with the following statutory requirements unless the Tribe provides specific
written exemption based on the Tribe’s exemption under federal law as an Indian
Tribe:

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Board Order _________

i. Title VI of the Civil Rights Act of 1964 (78 State 252, 42 U.S.C. § 2000d) and
the regulations of the United States Department of Transportation (USDOT)
(49 CFR 21, Subtitle A);
ii. FTA regulations in Title 49 CFR 27 Nondiscrimination on the Basis of
Disability in Programs or Activities Receiving Federal Financial Assistance
which implements the Rehabilitation Act of 1973, as amended;
iii. 49 CFR Parts 37 and 38 implementing the Americans with Disabilities Act of
1990;
iv. FTA requirements on the prevention of alcohol misuse and prohibited drug
use in transit operations in compliance with 49 CFR Part 655;
v. All regulations and administrative rules established pursuant to the foregoing
laws; and
vi. All applicable provisions of ORS 184.751 through 184.766, ORS 659A.142,
and OAR Chapter 732, Divisions 40, 42, and 44, including as they may be
amended throughout the term of this Agreement.
4.

INDEPENDENT CONTRACTOR. The Tribe and YCTA are independent contractors and
not employees of or agents of each other. Neither party shall be responsible for any claims,
demands or causes of action of any kind or character arising in favor of any person, on account
of personal injuries, or death, or damage to property occurring, growing out of, incident to, or
resulting directly or indirectly from the operations or activities of the other party.

5.

REPRESENTATIONS AND WARRANTIES.
a. YCTA Representations and Warranties. YCTA represents and warrants to the Tribe
that:
i. YCTA is a unit of local government duly organized and validly existing under
the laws and jurisdiction of the State of Oregon;
ii. YCTA has the power and authority to enter into and perform this Agreement
pursuant to ORS 190.003 to 190.130;
iii. The making and performance by YCTA of this Agreement: (a) has been duly
authorized by all necessary action of the County; (b) does not and will not
violate any provision of any applicable law, rule, regulation, or order of any
court, regulatory commission, board, or other administrative agency or any
County ordinance or other organizational document; and (c) does not and will
not result in the breach of, or constitute a default or require any consent under
any other agreement or instrument to which YCTA is party or by which
County may be bound or affected;
iv. No authorization, consent, license, approval of, or filing or registration with
or notification to any governmental body or regulatory or supervisory
authority is required for the execution, delivery or performance by County of
this Agreement, other than those that have already been obtained;
v. This Agreement has been duly executed and delivered by YCTA and
constitutes a legal, valid and binding obligation of YCTA enforceable in
accordance with its terms;
vi. YCTA or its subcontractor has the skill and knowledge possessed by wellinformed members of the industry, trade, or profession most closely involved
in providing the services under this Agreement, and YCTA will apply that

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Board Order _________

skill and knowledge with care and diligence to perform its obligations under
this Agreement in a professional manner and in accordance with the highest
standards prevalent in the related industry, trade, or profession; and
vii. YCTA shall, at all times during the term of this Agreement, be qualified,
professionally competent, and duly licensed to perform its obligations under
this Agreement.
b. Tribe Representations and Warranties. The Tribe represents and warrants to YCTA
that:
i. The Tribe has the power and authority to enter into this Agreement;
ii. The making and performance by the Tribe of this Agreement: (a) has been
duly authorized by all necessary action of the Tribe; (b) does not and will not
violate any provision of any applicable law, rule, regulation, or order of any
court, regulatory commission, board, or other administrative agency or any
Tribal ordinance or other organizational document; and (c) does not and will
not result in the breach of, or constitute a default or require any consent under
any other agreement or instrument to which the Tribe is party or by which
YCTA may be bound or affected;
iii. No authorization, consent, license, approval of, or filing or registration with
or notification to any governmental body or regulatory or supervisory
authority is required for the execution, delivery, or performance by the Tribe
of this Agreement, other than those that have already been obtained; and
iv. This Agreement has been duly executed and delivered by the Tribe and
constitutes a legal, valid, and binding obligation of the Tribe enforceable in
accordance with its terms.
6.

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

7.

COMPLIANCE WITH LAWS. Each party agrees to comply with all federal, state, and local
laws, codes, regulations and ordinances applicable to the provision of services under this
Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights
Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with
Disabilities Act of 1990 (Pub L No 101- 336), ORS 659.425, and all amendments of and
regulations and administrative rules established pursuant to those laws; and (iv) all other
applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and
regulations.

8.

INDEMNIFICATION.
a. YCTA shall indemnify and hold harmless the Tribe, its Tribal Council, its STF
advisory Committee members, employees, and agents from and against any and all
claims, demands, damages, liens, liabilities, penalties, fines, lawsuits, and other
proceedings and related costs and expenses (including reasonable attorneys’ and
expert witness’ fees) to the extent arising out of or relating to YCTA’s breach of this
Agreement, or the extent arising out of or relating to the negligence or willful
misconduct, errors or omissions of YCTA, its employees, agents or subcontractors in
the performance of this Agreement, up to limits contained in the Oregon Tort Claims
Act, ORS 30.265 to 30.300.

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Board Order _________

b. The Tribe shall indemnify and hold harmless YCTA, its employees, and agents from
and against any and all claims, demands, damages, liens, liabilities, penalties, fines,
lawsuits, and other proceedings and related costs and expenses (including reasonable
attorneys’ and expert witness’ fees) to the extent arising out of or relating to the Tribe’s
breach of this Agreement, or to the extent arising out of or relating to the negligence
or willful misconduct, errors or omissions of the Tribe, its employees, agents or
subcontractors, up to limits contained in the Tribal Tort Claims Ordinance.
9.

INSURANCE. YCTA shall ensure that its subcontractor shall procure and maintain, at its sole
cost and expense, the following insurance coverage:
a. Workers Compensation. To the extent applicable, YCTA shall maintain in full force
and effect coverage sufficient to meet the requirements of Oregon workers'
compensation law.
b. Commercial General Liability. For the duration of this Agreement, YCTA shall
maintain in full force and effect liability insurance covering activities and operations
described in this Agreement, with limits not less than $1,000,000 and an aggregate
limit of not less than $2,000,000, covering all transit activities and operations required
hereunder.
c. Automobile Liability. For the duration of this Agreement, YCTA shall maintain in
full force and effect automobile liability insurance covering activities and operations
described in this Agreement with a combined single limit for both bodily injury and
property damage of not less than $1,000,000 per each occurrence for all owned, nonowned, and hired vehicles used in the performance of the services required hereunder.

10.

TERMINATION.
a. Termination for Convenience. Either party may terminate this Agreement in whole or
in part without specifying any reason for termination by giving written notice of intent
to terminate, in writing, mailed at least 30 days before the intended termination date
to the party at the party’s address given above. Such termination shall be without
liability or penalty. No such termination shall prejudice any obligations or liabilities
of either party already accrued prior to the effective date of termination.
b. Termination for Cause. It is further agreed that either party may immediately terminate
this Agreement without liability or penalty for any of the following causes:
i. Either party breaches any of the provisions of this Agreement;
ii. A party no longer holds all licenses or certificates that are required to perform
the services required under this Agreement;
iii. A party lacks lawful funding, appropriations, limitations, or other expenditure
authority at levels sufficient to allow either party to perform in accordance
with the provisions of this Agreement; or
iv. Federal, state, or local laws, regulations, or guidelines are modified or
interpreted in such a way that either the services required under this
Agreement are prohibited, or either party is prohibited from paying for such
services from the planned funding source.

11.

FORCE MAJEURE. Neither YCTA nor the Tribe shall be held responsible for delay or
default caused by fire, riot, civil disobedience, acts of God, or war where such cause was
beyond the reasonable control of YCTA or the Tribe. Both parties shall, however, make all

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Board Order _________

reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the
cessation of the cause, diligently pursue performance of its obligations under this Agreement.
12.

ASSIGNMENT; DELEGATION; SUCCESSOR. Neither party shall assign, delegate, nor
transfer any of its rights or obligations under this Agreement without the other party's prior
written consent. A party's written consent does not relieve the other party of any obligations
under this Agreement, and any assignee, transferee, or delegate is considered the agent of that
party. The provisions of this Agreement shall be binding upon and shall inure to the benefit
of the parties to the Agreement and their respective successors and assigns.

13.

GOVERNING LAW, JURISDICTION, VENUE, & ATTORNEY FEES. This Agreement
shall be governed and construed in accordance with the laws of the State of Oregon, without
resort to any jurisdiction’s conflict of laws rules or doctrines. Any claim, action, suit, or
proceeding (collectively, “the claim”) between YCTA (and/or any other agency or department
of Yamhill County) and the Tribe that arises from or relates to this Agreement shall be brought
and conducted solely and exclusively within the Circuit Court of Yamhill County for the State
of Oregon. Provided, however, if the claim must be brought in a federal forum, then it shall
be brought and conducted solely and exclusively within the United States District Court for
the District of Oregon. Each party shall be responsible for the party’s attorney fees, costs and
disbursements at all times including appeals. Nothing contained in this section shall be
construed as a waiver of the Tribe’s sovereign immunity.

14.

RECORDS. The Both parties shall maintain all fiscal records relating to this Agreement in
accordance with generally accepted accounting principles. In addition, both parties shall
maintain any other records pertinent to this Agreement in such a manner as to clearly
document both parties' performance hereunder. Parties acknowledge and agrees that County,
the Oregon Secretary of State’s Office, the Federal Government and their duly authorized
representatives shall have access to such fiscal records and all other documents that are
pertinent to this Agreement for the purpose of performing audits and examinations and
making copies, transcripts and excerpts. All such fiscal records and documents shall be
retained by parties for a minimum of six (6) years (except as required longer by law) following
final payment and termination of this Agreement, or until the conclusion of any audit,
controversy, or litigation arising out of or related to this Agreement, whichever date is later.

15.

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

Last updated 9.28.23

Yamhill County Transit Area – Yamhill County
ATTN: Cynthia Thompson, Transit Manager
Location: 11260 SW Durham Lane Bldg. A
Mailing Address: 535 NE Fifth St.
McMinnville, OR 97128
Telefax: (503) 434-7553
Email: [email protected]

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Board Order _________

Tribe:

Confederated Tribes of Grand Ronde
ATTN: John Mercier, Public Works and Tribal Transportation
Program Manager
9615 Grand Ronde Road
Grand Ronde, Oregon 97347
Email: [email protected]
Telefax: (503) 879-2263

16.

WAIVER. The failure of either party to enforce any provision of this Agreement shall not
constitute a waiver by that party of that or any other provision of this Agreement, or the waiver
by that party of the ability to enforce that or any other provision in the event of any subsequent
breach.

17.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties on the subject matter hereof. No waiver, consent, modification or change of terms or
provisions of this agreement shall bind either party unless in writing and signed by both
parties. Such waiver, consent, modification, or change, if made, shall be effective only in the
specific instance and for the specific purpose given. There are no understandings, agreements,
or representations, oral or written, not specified herein regarding this agreement.

18.

COUNTERPARTS. This Agreement and any subsequent amendments may be executed in
any number of counterparts (including by facsimile, PDF, or other electronic transmission),
each of which so executed shall be deemed to be an original, and such counterparts shall
together constitute one agreement binding on all parties.

19.

SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable
by any court or tribunal of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision, and the obligations of the parties shall be construed and
enforced as if the Contract did not contain the particular term or provision held to be invalid.

20.

SURVIVAL. All rights and obligations shall cease upon termination of this Agreement,
except for those rights and obligations that by their nature or express terms survive termination
of this agreement. Termination shall not prejudice any rights or obligations accrued to the
parties prior to termination.

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES.
NO WAIVER, CONSENT, MODIFICATION OR CHANGE IN TERMS OF THIS AGREEMENT
SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES.
SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE
EFFECTIVE ONLY FOR THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE
GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS,
ORAL OR WRITTEN NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. THE
TRIBE, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY
ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT,
AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

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Board Order _________

IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed, this
Agreement on the date indicated by their duly authorized officials.
CONFEDERATED TRIBES OF THE
GRAND RONDE COMMUNITY OF
OREGON

YAMHILL COUNTY TRANSIT AREA

____________________________________
Signature

____________________________________
Chair, KIT JOHNSTON

____________________________________
Name (printed)

____________________________________
Commissioner, MARY STARRETT

____________________________________
Title

____________________________________
Commissioner, (BUBBA) DAVID KING

____________________________________
Date

____________________________________
Date
APPROVED AS TO FORM
By:____________________ _____________
County Counsel

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Board Order _________

Actual Cost

Actual Cost
8

1264

Exhibit A
YCT - Confederated Tribes of Grand Ronde
Hours of Service
Estimated cost from YCT's service provider
Actual Cost from YCT's service provider
Monday - FridaySaturday
Capital
(buses, shelters, etc.) (YCT is placing new
bus stop signs- no charge
Total

Year 2025/26
$96.55

$122,039
$772.40

$122,811

Each budget cycle YCT will send an updated hourly rate for service provided

Estimates based on 5% increase annually

Year 2026/27

28/29

29/30

$148,330.00

27/28

$141,264.00

$938.80

$117.35

$135,540.00

$894.08

$149,268.80

$111.76

$128,144

$851.52

$142,158.08

$106.44

Estimate

$811.04

$136,391.52

$101.38

Estimate

$128,955

Exhibit B

Yamhill County Transit (YCT)
Grand Ronde Route 22 Service
October 30, 2025

SCOPE OF WORK

Background
Since 2017, the Tribe has paid Yamhill County Transit (YCT) to implement scheduled
transit service between Willamina and the Grand Ronde community area, and that service
has been successful and effective. The Tribe and YCT wish to continue their contractual
partnership in order to provide continued regular bus/transit services to the Grand Ronde
community area so that community members have improved access to public
transportation.
Services
Yamhill County Transit Route 22 will provide seven (7) round trips per day of transit bus
service Monday – Friday and three (3) round trips on Saturday each month, between
Grand Ronde and Willamina. Including costs for driver, fuel, vehicle use, administrative
over-head and linkage with the rest of Yamhill County Transit.
Service Rates
Fiscal Year 2025/26 $96.55 per hour
Fiscal Year 2026/27 $101.38 per hour
Subsequent years will increase based on Contracted Service Provider hourly rate

Agenda Item I2

From:
To:
Cc:
Subject:
Date:
Attachments:

Lindsey Manfrin
Ken Huffer; Mary Starrett
Layne Pendleton-Baker; Brittany Zylstra-Stanhope; Amanda Kreder; Jason Henness; Kaleb Clint Raever; Carolina
Rook; Bailey Barnhart; Cale George
Board Consideration: Amendment #9 YCCO Provider Services Agreement
Friday, May 29, 2026 11:25:07 AM
YCHHS MH SUD Provider Agreement_Ninth Amendment_07012026.pdf
image001.png

Hi Mary and Ken,
Attached is amendment 9 to the Provider Services agreement between Yamhill County Health and
Human Services and Yamhill Community Care Organization (YCCO) (BO 20-457). This amendment
adds $45,535.17 in funding for Lutheran Community Services school-based mental health outpatient
services, effective July 1, 2026, through December 31, 2026. While this amount is not specifically
included in our Health and Human Services 2026-2027 Proposed Budget, we have sufficient budget
authority to receive the funds.
Originally YCCO planned to transfer these services internally but have since requested that we
maintain them through the remainder of our current contract.
I recommend approval of this amendment as written. Please let me know if you have any questions.
BOC staff, please place this amendment on next week’s Board Agenda for approval. Suggested Board
Agenda language:
"Approval of amendment #9 to the Provider Services Agreement between Yamhill County Health and
Human Services and Yamhill Community Care Organization effective July 1, 2026. Oracle
#HHS24023GS."

Thank you,

Lindsey Manfrin, DNP, RN
Health and Human Services Director
Public Health Administrator
Pronouns: she/her/hers
Yamhill County Health and Human Services|400 NE Baker St McMinnville, OR 97128
Phone: 503-434-7525|Cell: 971-237-2412|Ext. 4719
Fax: 503-474-4907|[email protected]
Yamhill County Crisis Line (1-844-842-8200)

*****OREGON PUBLIC RECORD*****
Messages to and from this email address may be subject to Oregon Public Records Law.
*****CONFIDENTIALITY NOTICE*****
This electronic mail may contain confidential information that is being transmitted to and only for the use of the recipients named
above. Reading, disclosure, discussion, dissemination, distribution or copying this information by anyone other than the intended
recipients or his or her employees or agents is strictly prohibited. If you have received the electronic mail in error, please immediately
destroy it and contact me at 503-434-7575.

******************************

NINTH AMENDMENT TO MENTAL HEALTH AND SUBSTANCE
ABUSE DISORDER SERVICES AGREEMENT
THIS NINTH AMENDMENT TO THE MENTAL HEALTH AND SUBSTANCE ABUSE
DISORDER AGREEMENT dated this 1st day of July 2026, is entered into by and between
Yamhill County Care Organization, Inc., an Oregon nonprofit public benefit corporation dba
Yamhill Community Care Organization (“YCCO”) and Yamhill County, a political subdivision
of the State of Oregon, acting by and through Yamhill County Health and Human Services
Department (“Provider”).
RECITALS
A. YCCO and Provider entered into a Mental Health and Substance Abuse Disorder
Agreement dated January 1st, 2021 (the "Underlying Agreement”). The Underlying
Agreement is memorialized in Yamhill County records as Board Order No. 20-457.
B. The Underlying Agreement was first amended on September 2nd, 2021, memorialized as
Board Order No. 21-313 (the “First Amendment”). The Underlying Agreement has been
amended on March 15th, 2022, memorialized as Board Order No. 22-48 (the “Second
Amendment”), on March 23rd, 2023, memorialized as Board Order No. 23-56 (the “Third
Amendment”), amended on July 11th, 2023, memorialized as Board Order No. 23-257 (the
“Fourth Amendment”), amended on February 1st, 2024, memorialized as Board Order No.
23-460 (the “Fifth Amendment”), amended on December 19th, 2024, memorialized as
Board Order No. 24-367 (the “Sixth Amendment”), amended on January 15th, 2026,
memorialized as Board Order No. 26-012 (the “Seventh Amendment”), and amended on
April 16th, 2026, memorialized as Board Order No. 26-099 (the “Eighth Amendment”).
C. The primary purpose of this Ninth Amendment is to further amend the Underlying
Agreement to reflect changes in compensation effective July 1st, 2026, listed herein as
Exhibit A, Compensation.
D. Capitalized terms used in this Ninth Amendment but not otherwise defined in this Ninth
Amendment shall have the same meaning as those in the original Administrative Services
Agreement (and corresponding amendments) and the CCO Contract, in that order of
priority.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Effective Date. The Effective Date of this Ninth Amendment shall be July 1st, 2026.

Page 1 –Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

2. Term. The Term of the Underlying Agreement, as amended by this Ninth Amendment,
shall begin on the Effective Date and shall, unless extended or terminated earlier in
accordance with its terms, continue in effect until it expires on December 31st, 2026.
3. Exhibit A of the Underlying Agreement, as amended by the First, Second, Third, Fourth,
Fifth, Sixth, Seventh and Eighth Amendments, is hereby deleted in its entirety and replaced
with the new Exhibit A, attached hereto, and incorporated herein by this reference.
4. Ratification. Except as otherwise expressly modified by the terms of this Ninth
Amendment, the Underlying Agreement, as amended, shall remain unchanged and
continue in full force and effect. All terms, covenants, and conditions of the Underlying
Agreement, as amended, not expressly modified herein are hereby confirmed and ratified
and remain in full force and effect and constitute valid and binding obligations of YCCO
and Provider enforceable according to the terms thereof.
5. Authority. YCCO and Provider and each of the persons executing this Ninth Amendment
on behalf of YCCO and Provider hereby covenants and warrants that: (i) such party has
full right and authority to enter into this Ninth Amendment and has taken all action required
to authorize such party (and each person executing this Ninth Amendment on behalf of
such party) to enter into this Ninth Amendment, and (ii) the person signing on behalf of
such party is authorized to do so on behalf of such entity.
6. Binding Effect. All of the covenants contained in this Ninth Amendment shall be binding
upon and shall ensure the benefit of the parties hereto and their respective heirs, legal
representatives and permitted successors and assigns.
7. Counterparts. This Ninth Amendment may be executed in multiple counterparts, each of
which shall be an original, but all of which shall constitute one and the same Ninth
Amendment.
8. Recitals. The foregoing recitals are intended to be a material part of this Ninth Amendment
and are incorporated herein by this reference.

Page 2 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

NOW, THEREFORE, the Parties hereto have caused this Ninth Amendment to be executed on
the dates indicated below:
Yamhill County, Oregon

Yamhill Community Care Organization, Inc.

By: __________________________

By: ________________________________

Name (printed) __________________

Name (printed) ______________________

Title: ______________________

Title: ___________________________

Dated: ___________________

Dated: _________________________

By: ___________________________________
Name (printed) _________________________
Title: _________________________
Dated: ______________________
FORM APPROVED BY
By: _________________________
Name Printed: ________________
Title: _______________________
Dated: ______________________

Page 3 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

Exhibit A
Compensation
Part 1: PMPM Rates (Effective 01/01/2026)
Direct Member Services
Mental Health Non-Inpatient
Substance Abuse Disorder
Outpatient
Physician Services

OHP Per
Member Per
Month
$28.74

HOP Per
Member Per
Month
$4.63

BHP Per
Member Per
Month
$4.99

$7.92

$3.10

$0.68

$1.58

$0.06

$0.15

System of Care Wraparound
$1.81
$0.01
$0.37
ACT/SE
$4.25
$0.34
$2.29
LMHA Care Coordination
$0.85
Total PMPM
$45.15
$8.14
$8.49
Mental Health Non-Inpatient services include those services provided by Provider and the local
YCCO network which only includes Oregon Crisis Management, Oregon Family Support
Network. Other Fee-For-Service payments are the responsibility of YCCO.
Substance Use Disorder Outpatient services include those services provided by Provider and the
local YCCO network which only includes Provoking Hope. Other Fee-For-Service payments are
the responsibility of YCCO.
Physician Services include any other mental health non-inpatient services encountered through
claims that are not included above including labs, supplies, etc.
System of Care Wraparound is a planning process that follows a series of steps to support youth,
and their families accomplish the goals needed in order to reach their vision. Wraparound is a
trauma-informed practice that begins with getting to know the youth and family to learn about
their strengths, needs, and culture.
ACT/SE is an evidence-based service model that provides community-based treatment to persons
with severe and persistent mental illnesses (SPMI). The ACT program targets individuals who
have a history of psychiatric hospitalizations (three visits in the last year or one visit in the last six
months, or currently reside in the Oregon State Hospital), are at risk for re-hospitalization, and
have an SPMI diagnosis and would appear to benefit from an outreach program. The ACT team is
made up of a Therapist/Case Manager, Substance Abuse Specialist, Peer Support Specialist,
Supportive Employment Specialist, Medical Provider (MD or PMHNP), Registered Nurse (RN),
1915i Tech, and ACT Supervisor.
LMHA Care Coordination services includes working with YCCO staff to ensure YCCO members
can appropriately access or transition in/out of specific behavioral health services including safety
net services, crisis services, mental health and addictions residential services, detoxification or
state hospital services, care coordination of residential behavioral health services, specific
community-based services (such as ACT and IPS), specialized services to promote re-integration
and reduce recidivism in the criminal justice system, children’s Wraparound, IIBHT, and foster
care placement stability.

Page 4 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

Membership counts to be calculated by the Provider based on membership for the 15th of the
service month. YCCO to be responsible for verification of membership counts. YCCO will pay
invoiced amounts within 30 days after Provider has invoiced YCCO. In the event YCCO
identifies a discrepancy between Provider Membership count and YCCO’s Membership count,
YCCO shall notify Provider and the parties shall use all reasonable efforts to resolve the
discrepancy and make applicable invoice adjustments within 30 days from the notice to Provider
of the discrepancy.
Group Code
I
E
J
Q
R
S
T
A
F
M
B
O
C
1
HI
2
3
HM
X
H8
HB
H3
H1
HJ
HG
H2
H4
H5
H7
H6
HA
H9
HF

Category of Aid
TANF/PCR
PLMA/PWO
PLMA/PWO
CHILD 00-01
CHILD 00-01
CHILD 01-05
CHILD 06-18
DUAL-MEDS
DUAL-MEDS
DUAL-MEDS
ABAD & OAA
ABAD & OAA
CAF/Foster
ACA 19-34
ACA 35-44
ACA 45-54
ACA 55-64
YSHCN
BCCP
HOP(CAK) 0-1
HOP(CAK) 1-5
HOP(CAK) 6-18
HOP 19-34
HOP 35-44
HOP 45-54
HOP 55-64
HOP OAA
HOP PCR
HOP Postpartum 0-365 Days
HOP Pregnant
HOP Postpartum 0-365 Days
HOP Pregnant
HOP ACS/BH

Line of Business
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
OHP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP
HOP

Page 5 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

Group Code
HC
HD
HE
HL
HO
DV
DC
P1
P2
P3
P4
B1
B2
B3
B4

Category of Aid
HOP ACS/BH
HOP EPD
HOP LTC
HOP YSHCN
HOP OSIPM
CCO-F Vets
CCO-F COFA
Bridge Medicaid 19-34
Bridge Medicaid 35-44
Bridge Medicaid 45-54
Bridge Medicaid 55-64
Bridge BHP 19-34
Bridge BHP 35-44
Bridge BHP 45-54
Bridge BHP 55-64

Line of Business
HOP
HOP
HOP
HOP
HOP
Non-Medicaid
Non-Medicaid
OHP
OHP
OHP
OHP
BHP
BHP
BHP
BHP

Part 2: Monthly Capacity Rates (Effective 01/01/2026)
January 2026 –
June 2026

July 2026 –
December 2026

CY2026

Per Month

Per Month

Annual

$45,535.17

$45,535.17

$546,422.04

$81,387.66

$81,387.66

$976,651.92

$11,475.00

$11,475.00

$137,700.00

$41,559.67

$41,559.67

$498,716.04

Health Related Services

Per Month

Per Month

Annual

Dual Diagnosis Anonymous
Warmline
Lines for Life
YHHS Flex Purchases
Total Capacity

$2,326.70
$2,666.64
$9,137,84
$6,095.11
$200,183.79

$2,666.64
$9,137.84
$191,761.98

$13,960.20
$31,999.68
$109,654.08
$36,570.66
$2,351,674.62

Direct Member Services
Mental Health Outpatient –
LCS - School-based mental
health outpatient services
Transitional Treatment
Recovery Services
Peers/Crisis Services PAC
House
Mental Health Respite

Page 6 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

Scopes of Services
School-Based Mental Health Outpatient Services partners with local school districts to provide
mental health services for all students in each district that they serve, regardless of insurance
status. In addition, they also offer limited drug/alcohol prevention and treatment when requested
by youth, parents, or schools. Some schools also offer medical care, behavioral health services,
and preventive health services through School-Based Health Centers (SBHCs) in Willamina,
Newberg, and McMinnville.
Transitional Treatment Recovery Services (TTRS) through LCSNW and Provoking Hope
provides drug and alcohol-free housing along with intensive substance use treatment, and other
supportive and family stabilization services in a structured, supervised environment for parents
and their children. This program is designed to promote the return of children to their parent's
care sooner or eliminate the need to place children in foster care by providing treatment, support,
and guidance.
Peers/Crisis Services PAC House through Project Able provides 24-hour support in a voluntary
setting for eligible individuals experiencing psychiatric crises in Yamhill County. PAC offers a
comfortable, non-institutional, recovery-focused environment to support individuals in achieving
psychiatric stabilization within the community as an alternative to the emergency department,
acute care, or jail. The program is also intended for individuals stepping down from acute care or
state hospitalization who require additional support for a successful transition back to the
community.
Mental Health Respite provides short-term, voluntary supports to help a person stabilize, resolve
problems, and connect with additional supports after experiencing a mental health-related crisis.
Respite services are a community-based alternative to psychiatric hospitalization, or as a stepdown from higher levels of care. Respite occurs in a supportive environment, away from
everyday stressors that may impact an individuals' road to recovery and wellness.
Dual Diagnosis Anonymous are services provided by Dual Diagnosis Anonymous of Oregon to a
fellowship of persons who share their experiences, strengths, weaknesses, feelings, fears, and
hopes with one another to resolve our dual diagnosis and/or learn to live at peace with
unresolved problems. The only requirement for membership in DDA is a desire to develop
healthy, addiction-free lifestyles.
Warmline provides phone, chat, or text lines that provide empathetic listening and peer support
to individuals who may be experiencing distress or loneliness, or those seeking validation from a
peer with lived experience who identifies with their concerns and can offer a confidential and
non-judgmental space for connection and self-directed exploration of possible solutions and
alternatives.
Lines for Life provides mental health and suicide crisis intervention services, treatment referral
and drug prevention education through crisis lines services, substance abuse prevention in
schools, community coalition building and policy work.
In the event the costs to the Provider exceed the capitated compensation received for the services
above, the YCCO will negotiate an additional payment to the Provider to offset the difference.
Provider will be required to provide supplemental financial statements (Exhibit L) for the
reconciliation of payments as well as to support required OHA filings by YCCO.

Page 7 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

BH QDP Payments: Retroactive Settlements
• CLSS Claims Submissions (upon attestation)
22% for Non-Rural/27% for Rural supplemental payment for applicable State Plan rate
on service date for qualifying claims submitted with modifier
• ICOD Claims Submissions (upon attestation)
10% for QMHAs and Peers/20% for QMHPs, LHCPs, MH Interns supplemental payment
of applicable State Plan rate on service date for qualifying claims submitted with
modifier.
Note that Healthier Oregon Program (HOP) members are excluded from the increased payments
listed above.
All Other Physical Health Services
Code

Description

Rate

Unit

Q9991

Injection, buprenorphine extended release
(Sublocade), less than or equal to 100 mg

$2,202.03

Per Service

Q9992

Injection, buprenorphine extended release
(Sublocade), greater than 100 mg

$2,202.03

Per Service

Reimbursement for encountered services not listed above or on behavioral health DMAP fee
schedule will be reimbursed from the medical DMAP fee schedule at one hundred percent (100%)
of the current Oregon Medicaid Fee-for-Service (FFS) Schedule.

Page 8 – Ninth Amendment to the Mental Health and Substance Abuse Disorder Services Agreement

Agenda Item I3

From:
To:
Cc:
Subject:
Date:
Attachments:

Lindsey Manfrin
Ken Huffer; Mary Starrett
Layne Pendleton-Baker; Brittany Zylstra-Stanhope; Amanda Kreder; Kaleb Clint Raever; Carolina Rook; Bailey
Barnhart; Cale George
Board Consideration: JJSS Property LLC Lease Agreement 2026-2030
Friday, May 29, 2026 7:55:43 AM
JJSS Property 310 Kirby Lease Agreement 2026-2030.pdf
Board Order to replace agreements.docx
image001.png

Hi Mary and Ken,
Attached is a lease agreement between Yamhill County and JJSS Property LLC for 310 NE Kirby Street
in McMinnville. The monthly lease amount is $7,042.00, with annual 5% increases. This lease is
retroactively effective April 1, 2026, through December 31, 2030, with options to renew. These
changes fall within our Health and Human Services 2026-2027 proposed budget and will inform the
budget building process for future fiscal years.
This lease replaces the previous lease agreement for 310 and 330-340 NE Kirby Street in
McMinnville, approved under BO #22-383, Oracle #22-383.
I recommend the Board approve this lease as written. Please let me know if you have any questions.
BOC staff, please place this lease agreement on the next Board Agenda for approval. Suggested
Board Agenda language:
"Approval of a lease agreement between Yamhill County and JJSS Property LLC for property located
at 310 NE Kirby Street, McMinnville, OR. Lease amount, $7,042.00 per month, with an annual 5%
increase, retroactively effective April 1, 2026, through December 31, 2030, with options to renew.
Oracle # HHS26015LA.”

Thank you,

Lindsey Manfrin, DNP, RN
Health and Human Services Director
Public Health Administrator
Pronouns: she/her/hers
Yamhill County Health and Human Services|400 NE Baker St McMinnville, OR 97128
Phone: 503-434-7525|Cell: 971-237-2412|Ext. 4719
Fax: 503-474-4907|[email protected]
Yamhill County Crisis Line (1-844-842-8200)

*****OREGON PUBLIC RECORD*****
Messages to and from this email address may be subject to Oregon Public Records Law.
*****CONFIDENTIALITY NOTICE*****
This electronic mail may contain confidential information that is being transmitted to and only for the use of the recipients named
above. Reading, disclosure, discussion, dissemination, distribution or copying this information by anyone other than the intended
recipients or his or her employees or agents is strictly prohibited. If you have received the electronic mail in error, please immediately
destroy it and contact me at 503-434-7575.

******************************

IN THE BOARD OF COMMISSIONERS OF THE STATE OF OREGON
FOR THE COUNTY OF YAMHILL
SITTING FOR THE TRANSACTION OF COUNTY BUSINESS
In the Matter of Approving a lease with the
JJSS Property LLC and Terminating Board
Order 22-383

BOARD ORDER 26-______

THE BOARD OF COMMISSIONERS OF YAMHILL COUNTY, OREGON (the Board) sat for
the transaction of county business on __________________________________________, 2026,
Commissioners Kit Johnston, Mary Starrett, and David “Bubba” King being present.
IT APPEARING BEFORE THE BOARD AS FOLLOWS:
WHEREAS, The County leases real property located at 310, 330-340 NE Kirby in
McMinnville, Oregon (the “Property”) for its Health and Human Services Department, as further
described in Board Order No. 22-383; and
WHEREAS, The County is vacating the building located at 330-340 NE Kirby,
McMinnville, Oregon; and
WHEREAS, The County now wishes to enter into a new lease agreement with JJSS
Property LLC for 310 NE Kirby as provided in the attached Exhibit A; and now, therefore
IT IS HEREBY ORDERED BY THE BOARD AS FOLLOWS:
Section 1. The lease agreement provided in the attached Exhibit A, and incorporated
herein, is hereby approved.
Section 2. The lease agreement approved under Board Order No. 22-383 is hereafter
terminated.
//
//

DATED this_________ day of June, 2026, at McMinnville, Oregon.
ATTEST

YAMHILL COUNTY BOARD OF
COMMISSIONERS

KERI HINTON
County Clerk

________________________________________
Chair KIT JOHNSTON

By:________________________
Deputy CAROLINA ROOK

________________________________________
Commissioner MARY STARRETT

FORM APPROVED BY:
___________________________
KALEB RAEVER
Assistant Yamhill County Counsel

________________________________________
Commissioner DAVID “BUBBA” KING

COMMERCIAL LEASE OF OFFICE SPACE
For Yamhill County
(Pursuant to Yamhill County Board Order No. 26-____)

THIS LEASE AGREEMENT is made on the 1st day of April 2026 by and between JJSS Property
LLC, hereinafter referred to as “Lessor”, and YAMHILL COUNTY, a political subdivision of
the State of Oregon, for its Department of Planning, herein referred to as “Lessee”.
RECITALS:
1) Lessor is the owner of the premises described below, which consists of a building
containing office space.
2) Lessee provides services for individuals throughout Yamhill County and it desires to
lease property from Lessor to provide adequate facilities for these programs.
NOW THEREFORE, in consideration of the following covenants, agreements, and stipulations,
Lessor leases to Lessee, and Lessee leases from Lessor, the Property described herein:
Article 1: DESCRIPTION OF PROPERTY
Lessor leases, demises, and lets to Lessee the premises located in the city of McMinnville,
Yamhill County, Oregon known and described as follows (herein referred to as “the Property”):
A portion of tax lot #R4421BD07201, aka
310 NE Kirby Street
McMinnville, OR 97128
Approximately 6,083 rentable square feet
The Property shall be used by Lessee for the provision of Yamhill County Health and Human
Services/Public Health services. The parties agree to assume that this use is allowed by the
zoning currently applicable to the Property, and that assumption is a basis for and condition
of this Lease; an error in this assumption or change in zoning laws or regulations affecting
the use of the Property shall be a basis for termination of the Lease without liability to either
party. In addition, Lessee will have the nonexclusive right (in common with the other tenants
of the building, Lessor, and any other person granted use by the Lessor) to use the common
areas of the building, including the entrance area, corridors, fire vestibules, foyer, mechanical
and service rooms, loading docks, and other similar areas. During the term of this Lease,
Lessor shall make available to Lessee (up to 37.91% of the total parking spaces on the
property) adequate parking spaces in the parking areas servicing the building.
Article 2: LEASE TERMS
2.1
Initial Term of Lease. The initial term of the Lease is as follows:
• Lease Commencement Date: April 1, 2026
• Lease Expiration Date: December 31, 2030
2.2
Option to Renew. As long as Lessee is not in default under this Lease, Lessor
grants Lessee the option to extend the Initial Term of Lease for an additional period of
either two-year or five-year options (the “Options”) on the same terms, covenants,
and conditions of this Lease, except that the Rent will be determined as stated later in
this section 2.7. Lessee will exercise an Option, if at all, by giving Lessor written notice
at least 60 days before the expiration of the Initial Term or Option period then in effect.
2.3
Property’s Leasable Area. The Property’s leased area is approximately 6,083
square feet.

2.4
Parking. Lessor shall provide allocated parking spaces proportional to its CAM
percentage for the exclusive use of Lessee and their respective employees, guests,
and invitees if there parking availability becomes an issue.
2.5
Common Areas. Lessee shall make available to Lessor all areas and facilities
outside the Property, but within the domain of the Lessor, that are available for the
nonexclusive use of Lessor, Lessee, and other Lessees of the building and their
respective employees, guests, and invitees. Common Areas shall include, but are not
limited to, lobby areas, building corridors, fire vestibules, elevators, foyers, common
restrooms, and other similar facilities.
2.6
Base Rent. The initial base rent for the Lease is $1.16 per square foot per year,
$7,042.00 per month, through December 31, 2026. Rent shall be payable in advance
in equal monthly payments due on the first (1st) day of each month that Lessee will
occupy the premises under the terms of this Lease or its extension, with payment to
be made to Lessor by check mailed to the address set forth below in section 12.1.
2.7

Adjustment of Base Rent.

Effective Date of Rent Increase

New Base Rent/Month

January 1, 2027 through December 31, 2027:
January 1, 2028 through December 31, 2028:
January 1, 2029 through December 31, 2029:
January 1, 2030 through December 31, 2030:

$7,394.00
$7,764.00
$8,152.00
$8,560.00

2.8
Security Deposit. To secure Lessee's compliance with all terms of this lease,
Lessee paid Lessor the sum of $20,000 as a deposit. The deposit will be refunded to
Tenant within 30 days after expiration of the lease term or other termination not
caused by Tenant's default. Lessor may apply the Security Deposit to pay the cost of
performing any obligation that Lessee fails to perform within the time required by this
Lease, but such application by Lessor will not waive Lessor’s other remedies nor be
the exclusive remedy for Lessee’s default. If Lessee is not in default of this Lease at
the expiration or termination hereof, Lessor will return the unapplied portion of the
Security Deposit to Lessee, except for any amount necessary to return the Property to
the condition set forth in Article 19. Lessor will not be obligated to pay interest on the
Security Deposit.
2.9
Additional Rent. Tenant, during the term of this lease, shall pay up to, but not
in excess of, $4,000 for any 12-month period toward the cost of Landlord’s building
hazard insurance to insure the Premises. Landlord’s building hazard insurance shall
provide (i) comprehensive liability insurance covering the Premises and all operations
of Tenant in or about the Premises for bodily injury and property damage liability for
the Premises, in amounts not less than $1,000,000 each occurrence, $2,000,000
general aggregate, and (ii) insurance on the insurable improvements comprising the
Premises against damage by fire and related perils in an amount equal to one-hundred
percent (100%) of the replacement cost of the insurable improvements with
guaranteed full replacements costs (including coverage for rent loss in the event of
damage or destruction). Landlord shall provide Tenant with written proof of payment
and coverage certificate(s) for the Premises prior to Tenant’s payment. If the actual
cost of building hazard insurance for the Premises as described above for a particular
12-month period is less than $4,000.00, Tenant shall only be required to pay the actual

cost of building hazard insurance for that 12-month period. Tenant shall have 30 days
from review and approval of building hazard insurance documentation to make
payment. If Landlord fails to purchase and keep in force any of the insurance described
herein, Tenant may, but shall not be required to, purchase and keep in force the same,
and Landlord shall reimburse Tenant the full amount of Tenant’s expense with respect
thereto.
2.10 Common Area Maintenance (CAM) Adjustment. Tenant shall pay to Landlord,
as additional rent, Tenant’s Proportionate Share of the amount by which CAM expenses
for the building of which the Premises forms a part. The Tenant’s share of CAM
expenses are based on Tenant’s square footage. The square footage of the entire
building of which the Premises forms a part is 16,045 and the Tenant’s square footage
is 6,083 thus, Tenants share of the CAM expenses shall be 37.91%
(6,083/16,045=37.91%). Landlord shall bill Tenant for Tenant’s share of CAM
expenses monthly. “CAM” expenses shall be limited to expenses for repair and
maintenance of the parking lot, parking lot lighting and landscaping.
Article 3: DELIVERY OF POSSESSION AND COMMENCEMENT OF LEASE
3.1
Failure to Deliver Within Reasonable Time Period. If Lessor fails to deliver
possession of the Property to Lessee within 90 days of the Lease Commencement Date
due to a Lessor-caused delay, then Lessee, as its sole remedy, may, by delivering
written notice to Lessor within 10 days of the expiration of the 90-day period,
terminate this Lease. If Lessor is unable to deliver possession of the substantially
complete Property within 180 days for reasons beyond the reasonable control of either
Lessor or Lessee, then either party as its sole remedy may terminate this Lease by
delivering written notice to the other party within 10 days of the expiration of the 180day period.
3.2
Acceptance by Lessee. By acceptance of possession of the Property hereunder,
but subject to the completion of all improvements to be performed by Lessor in
accordance with Exhibit C hereto, Lessee acknowledges (i) that Lessee accepts the
Property “AS IS, WHERE IS” and as suitable for Lessee’s intended use, in good and
sanitary operating order, condition, and repair, and without representation or warranty
by Lessor of the condition, use, or occupancy that may be made thereof; and (ii) that
the area of the Property is as set forth in section 2.
Article 4: OPERATING EXPENSES AND TAX STATUS
4.1
Operating Expenses. During the Initial Term of the Lease, Lessee shall pay, as
additional rent, Lessee’s proportionate share of its Operating Expenses. For purposes
of this Lease, the term “Operating Expenses” means all expenses paid or incurred by
Lessor (or on Lessor’s behalf) as reasonably determined by Lessor as necessary or
appropriate for the operation, maintenance, and repair of, and to insure, the Property
and all Common Areas. Operating Expenses may also include any improvements to
the Property done at the request of Lessee and installed or paid for by Lessor.
4.2
Payment of Operating Expenses. Lessor shall invoice Lessee periodically for
Lessee’s Proportionate Share of Operating Expenses actually incurred. Each invoice
shall include an itemized accounting of the Operating Expenses charged, together with
reasonable supporting documentation upon request. Lessee shall pay each undisputed
invoice within thirty (30) days after receipt. Lessee shall not be required to make
advance payments or monthly estimated payments of Operating Expenses.

4.3
Lessee’s Tax Status & Rental Adjustment. As a governmental agency, Lessee’s
tenancy in the Property is expected to result in a reduction of property taxes assessed
thereon. It is expressly agreed that the rent payable by the Lessee and stated in
section 2.6 will be reduced to reflect the savings resulting from the exemption from
taxation of the Property. If an exemption is approved, Lessor will promptly reimburse
or credit Lessee for rent payments that do not reflect the exemption.
Article 5: USE OF PREMISES
5.1
Permitted Use. Lessee shall use the Property for the purpose of providing
services on behalf of Yamhill County, Oregon, and shall not use or permit the premises’
use for any other purpose without the written consent of Lessor. Lessee shall not
undertake or permit any act or storage on the premise that may be prohibited under
standard forms of fire and/or property insurance. In addition, no use of the premises
shall be made that shall result in (1) waste on the premises, (2) a finding by a court
of competent jurisdiction that a public or private nuisance exists on the premises, (3)
improper, unlawful, or objectionable use of the property including the use or sale of
alcohol or controlled substances thereon, or (4) the creation of odors, noises or
vibrations which unreasonably disturb adjacent property holders. Lessee shall comply
with all governmental regulations and statutes affecting the premises either now or in
the future.
5.2
Compliance with Laws. Lessor warrants that to the best of its knowledge, as of
the Lease Commencement Date, the Property and the Building comply with all
applicable laws, statutes, ordinances, rules, and regulations of any public authority
(the “Laws”). As of the Lease Commencement Date, Lessee will at its expense promptly
comply and cause the Property to comply with all Laws applicable to Lessee’s particular
use of the Property (as opposed to those Laws applicable generally to office uses).
5.3
ADA Compliance. Lessor represents and warrants that as of the date of the
lease commencement, the Property and Common Areas in or around the building,
including sidewalks and walkways and the like, together with all entrances, lobbies,
elevators, common restrooms, and the other areas of the building, comply with the
Title III of the ADA and all comparable state or local laws, or any rules, regulations or
guidelines implementing the foregoing (collectively, the "Accessibility Laws"). In the
event a determination is made that the exterior of the building and the land including
sidewalks and walkways and the like, together with all entrances, lobbies, elevators,
common restrooms, and the other common areas of the building are not in compliance
with applicable provisions of the ADA, Lessor shall be responsible for making any
alterations to achieve compliance. Lessee shall be responsible for compliance with the
applicable provisions of the ADA with respect to all permissible improvements within
the premises made to the premises by Lessee during the term of this lease, including
any option periods. Neither Lessor nor Lessee is obligated to supervise, monitor, or
otherwise review the compliance activities of the other.
5.4
Rules and Regulations. Lessor may make and Lessee shall comply with all rules
and regulations of the Property and Common Areas (the “Rules”) as Lessor may revise
and enforce from time to time. The Rules are in addition to and will not be construed
to modify or amend this Lease in any way, and in the event of any conflict between
the terms of this Lease and any Rule, the terms of the Lease will govern.
Article 6: ALTERATIONS, MODIFICATIONS, AND REPAIR
6.1
Current Condition & Procedure for Changes to Property. Lessee has inspected
the premises, and the premises are now in a tenantable and good condition. Lessee

shall take good care of the premises and shall not alter, repair, or change the premises
without the written consent of Lessor, and shall, before making any improvements,
major repairs or alterations, submit plans and designs therefore to Lessor for approval.
6.2

Lessee’s Obligations. Lessee shall be responsible for:
• Repair of interior walls, ceilings, doors and windows and related
hardware, light fixtures, switches, and wiring and plumbing from the
point of entry to the Premises;
• Ordinary maintenance of the HVAC system and any repairs necessary
because of improper maintenance, repair, maintenance and
replacement of roof, roofing materials in an among not to exceed $4,000
per each 12-month period of the term of this lease;
• Periodic landscaping of the Premises and the property of which the
Premises are a part (as part of its CAM obligations), cleaning of gutters,
and as necessary moss removal from the roof;
• Routine maintenance and cleaning of the parking areas on the property
of which the Premises are a part (as part of its CAM obligations) and
including snow removal, sweeping, and garbage removal.
• Any repairs necessitated by the negligence of the Lessee, its employees,
agents and invitees;
• Any repairs or alterations required under the Lessee’s obligation to
comply with laws and regulations;
• All other repairs to the premises which the Lessor is not required to
make by this agreement; and
• Ordinary maintenance of the yard and grounds around the leased
premises in good condition and for the removal of ice, snow, debris and
obstruction from the property to the extent necessary to provide
reasonably safe access to the premises.
• All other repairs to the Premises which Landlord is not required to make
under Section 6.3.

6.3

Lessor’s Obligations. Lessor shall be responsible for:
• Repairs and maintenance of the roof and gutters, exterior walls
(including painting), bearing walls, structural members and foundation;
• Structural repairs and maintenance and repair necessitated by structural
disrepair or defect;
• Repair of sidewalks;
• Repair and maintenance of wiring and plumbing, up to the point of entry
to the Premises;
• Ordinary maintenance of the HVAC system and any repairs necessary
after Lessee’s expenses reach its limit as provided under Section 6.2.
Lessor hereby consents to Tenant's right, but not obligation, to contract
with a service company for the ordinary maintenance of the foregoing.

6.3
Costs of Repair. If either party fails or refuses to make repairs which are
required by this section, the other party may make the repairs and charge the actual
cost of those repairs to the first party. The Lessor shall be reimbursed by Lessee for
such repairs by payment of the appropriate sum with the next rental payment due
after completion of the repair and provision of notice of the cost of that repair. Lessee
may deduct the cost of the repair from the next rental payment due after completion
of the repair and provision of notice and proof of the cost of that repair. Except in an
emergency creating an immediate risk of personal injury, property damage, or creation
of untenantable premises, neither party may perform repairs which are the obligation

of the other party unless the defaulting party is given notice in writing at least 30 days
before work is commenced outlining with reasonable particularity the repairs required,
and such party fails within that time to initiate such repairs in good faith.
6.4
Alterations by Lessor. Lessor shall at all times have the right to alter, repair, or
improve the Property and/or Common Areas and may at any time, for that purpose,
erect scaffolding and all other necessary structures about or upon the demised
premises. The Lessor and its representatives, contractors, and workmen may work in
and about the Leased Area with such materials as Lessor may deem necessary to alter,
repair, or improve the Leased Area and/or Common Areas, provided that such actions
are done in a manner calculated to interfere as little as is reasonably possible with
Lessee’s use of the premises. Lessee shall have no right to an abatement of rent nor
any claim against Lessor for disturbance resulting from activities performed in
accordance with this provision.
Article 7: UTILITIES, SERVICES; TAXES
7.1
General. Lessor will furnish water and electricity to the Property at all times and
will furnish heat, ventilation, and air conditioning (if the Property is air conditioned),
at standard levels consistent with general office use, during the normal office hours as
reasonably established by Lessor.
7.2
Internet and Network Connection. Lessee shall install, utilize, and pay for a
separate internet connection to the leased portion of the Property to support Lessee’s
operations. The connection between the and Lessee’s equipment located within the
Property’s server room shall be made by and at the expense of the Lessee. Access to
Lessee’s equipment in the Property’s server room shall be unrestricted and accessible
to only Lessee staff preapproved by Lessor.
7.3
Payment. Lessee shall pay directly to vendors for heat, light, water, sewer,
power, internet, garbage collection, and other services or utilities used in the Property
during the term of this Lease and any extensions thereof.
7.3
Interruption of Service. Unless caused by the negligence or intentional
misconduct of Lessor, interruption of any service or utility will not render Lessor liable
to Lessee for damages, relieve Lessee from performance of Lessee’s obligations under
this Lease, or be deemed an eviction or disturbance of Lessee’s use and possession of
the Property.
7.4
Property Taxes. Lessee will pay as due all taxes on its personal property located
on the Premises. Lessee will pay as due all real property taxes and special assessments
levied against the Premises. As used herein, “real property taxes” includes any fee or
charge relating to the ownership, use, or rental of the Premises, other than taxes on
the net income of Lessor or Lessee. Lessee may apply for a real property tax exemption
for the Premises. Lessor agrees and acknowledges that if, as a result of such
application, the Premises becomes partially or fully exempt from taxes, Lessee will be
allocated the entirety of the taxes saved by virtue of Lessee’s exemption from some
or all such taxes. If requested by Lessee, Lessor agrees to submit or sign any
paperwork required of the owner for Lessee’s application for real property tax
exemption. Only for purposes of ORS 307.112(1)(b), the parties agree that the rent
payable under this Lease has been established to reflect the savings of below market
rent resulting from exemption from taxation.

7.5 Contest of Taxes or Assessments. Lessee will be permitted to contest the amount
of any tax or assessment, provided that such contest is conducted in a manner that
does not create any risk that Lessor’s interest in the Premises will be foreclosed for
nonpayment.
7.6 Proration of Taxes. Lessee’s share of real property taxes and assessments for the
years in which this Lease commences or terminates will be prorated based on the
portion of the tax year that this Lease is in effect.
Article 9: RISK OF LOSS, INSURANCE, AND INDEMNITY
9.1
Risk of Loss. Lessor bears the risk of loss from fire or other casualty to the
building and any furnishings or appliances left or located by Lessor therein. The Lessee
shall bear the risk of loss for the remaining contents of the premises and any
improvements, alterations or fixtures it installs thereon.
9.2
Insurance Generally. Lessor shall keep the Property insured in an amount equal
to or greater than the full insurable value of the premises at Lessor’s expense against
fire and other risks covered by a standard fire insurance policy with an endorsement
for extended coverage. Lessee shall provide for coverage of the property of Lessee
located on the premises through the provisions of its blanket property insurance
maintained by Yamhill County but shall not be required to insure or furnish proof of
such insurance.
9.3
Major Damage. In case of Major Damage to the Property, Lessor or Lessee may
elect to terminate this Lease by notice in writing to the other party within 30 days after
the date of the Major Damage. “Major Damage” means damage by fire or other
casualty to the Property or Common Areas (a) that causes the Property or any
substantial portion of the Property to be unusable, (b) the repair of which will cost
more than 25 percent of the replacement value of the building, or (c) that is not
required under this Lease to be covered by insurance. If neither Lessor nor Lessee
terminates this Lease after any Major Damage, or if damage occurs to the Property
that is not Major Damage, Lessor will promptly restore the Property to the condition
existing immediately before the damage, and this Lease will continue in full force and
effect. In the event of any damage to the Property from a fire or other casualty, Lessee
shall promptly repair and restore all Lessee improvements or alterations installed or
paid for by Lessee or pay the cost of the restoration to Lessor if Lessor performs the
restoration. If the Property are damaged by any casualty, rent will be reduced in
proportion to the unusable portion of the Property from the date of damage until the
date restoration work to the Property is substantially complete.
9.4

Liability Insurance Required.
9.4.1 Lessee. As a political subdivision of the State of Oregon, Lessee has
limited liability under the terms of the Oregon Tort Claims Act, ORS 30.260 et
seq, and maintains insurance coverage with City-County Insurance Services to
the extent of its potential liability thereunder. This coverage includes all risks
arising directly or indirectly out of Lessee’s activities in or about said leased
premises and protects Lessee on account of obligations assumed by Lessee
under this lease, protecting the Lessor to the extent thereof from claims by
third parties. Lessee agrees to maintain this or comparable coverage
throughout the term of this lease and any extensions thereof. Lessee will
provide Lessor 10 day’s written notice of any change in coverage or insurer. At
Lessor’s request and expense, Lessee shall provide Lessor with certification of

coverage or add Lessor as a named insured under the terms of the above
described policy.
9.4.2 Lessor. Lessor shall at all times keep in effect commercial general
liability insurance, or similar liability insurance, covering its activities and
operations and covering bodily injury, death, and property damage, and shall
include personal injury liability, products and completed operations insurance.
The insurance, whatever its form, shall carry at least liability coverage sufficient
to meet the following minimum limits:
• $1,000,000 and an aggregate limit of not less than $2,000,000
9.5
Waiver of Subrogation. Neither party shall be liable to the other (or to the
other’s successors or assigns) for loss arising out of damage to or destruction of the
leased premises, or the building or improvement of which the leased premises are a
part or with which they are connected, or the contents thereof, when such loss is
caused by any of the perils which are or could be included within or insured against by
a standard form of fire insurance policy with an extended coverage endorsement
including sprinkler leakage insurance, if any. All such claim or claims for any and all
such loss, however caused, hereby are waived. Such absence of liability shall exist
whether or not the damage and destruction is caused by the negligence of either Lessor
or Lessee or by any of their respective agents, servants or employees. It is the
intention and agreement of Lessor and Lessee that the rentals reserved by the lease
have been fixed in contemplation, that each party shall fully provide its own insurance
protection at its own expense, and that the insurance carriers involved shall not be
entitled to subrogation under any circumstances against any party to this lease.
Neither Lessor nor Lessee shall have any interest or claim in the other’s insurance
policy or policies, or the proceeds thereof, unless specifically covered therein as a joint
assured.
9.6
Reciprocal Indemnification. Each party will indemnify, defend, and hold
harmless the other party and its respective partners, directors, officers, agents, and
employees from and against any and all third-party claims for bodily injury or property
damage arising from or in connection with any accident, injury, or damage, even if
caused in part by the negligence of the indemnitee or its partners, directors, officers,
agents, and employees occurring in, at, or on an area under the care, custody, and
control of the indemnitor, together with all costs, expenses, and liabilities incurred or
in connection with each such claim, action, or proceeding brought thereon, including,
without limitation, all attorney fees and expenses at trial and on appeal. The foregoing
indemnity obligations of each of the parties will be limited to a maximum dollar limit
of liability equal to the minimum dollar amount of liability insurance coverage required
of the Lessee under this Lease, it being intended that this section 9.6 function as a nofault allocation of the risks to be covered by each party’s liability insurance carriers for
the minimum required coverage. The foregoing indemnities will have no effect beyond
the required insurance coverage. The provisions of this section 9.6 shall survive the
termination of this Lease.
Article 10: EMINENT DOMAIN; ASSIGNMENT & SUBLEASE
10.1 Eminent Doman. If any portion of the Property is permanently taken under any
right of eminent domain, or any transfer in lieu thereof, and the taking renders the
Property unsuitable for Lessee’s use, then either party may terminate this Lease by
giving 30 days’ prior written notice to the other party, and the termination will be
effective on the date possession of the Property is delivered to the condemning
authority. If this Lease is not so terminated, Lessor will repair and restore the Property,

and this Lease will continue, but, commencing with the date on which Lessee is
deprived of the use of any portion of the Property or of any rights under this Lease,
rent will be proportionately abated or reduced, based on the extent to which Lessee’s
use of the Property is impaired. Any and all awards payable by the condemning
authority in connection with a taking will be the sole property of Lessor; however,
nothing contained herein will prevent Lessee from prosecuting a separate claim for the
value of its interest, as long as that award does not diminish the award that Lessor
would otherwise be entitled to as a result of the taking.
10.2 Assignment & Subletting. Lessee will not assign, transfer, or encumber its
interest under this Lease or sublet all or any portion of the Property without having
first obtained Lessor’s written consent (which Lessor shall not unreasonably withhold),
nor shall it allow any other governmental agency or county department to use the
Property for any purpose without prior written notification to and consent of Lessor. A
consent to any one assignment and sublease or lack of objection to a different use or
occupation by a governmental agency shall not be construed as a consent to or
acceptance of any subsequent assignment, sublease, or occupation or use by another
person, entity, agency or department. This Lease shall not be assignable, as to the
interest of Lessee, by operation of law, without the written consent of the Lessor.
Lessor shall not unreasonably withhold consent to an assignment or sublease or object
to a change in agency or use of the demised premises by Lessee provided that:
1) In the case of an assignment or sublease, the proposed assignee or
sublessee provides evidence of financial responsibility sufficient to meet the
obligations of the Lease, or
2) In the case of a change of governmental use or department, the Lessor shall
not have grounds to object if the proposed use or agency is fully funded for
the lease obligation during the applicable year and constitutes an
administrative reorganization resulting in the provision of substantially
similar services; and
3) The assignee, sublessee, transferee or new user must in writing assume all
obligations under the lease; and, if the assignee, sublessee, transferee or
new user is an entity that does not receive the exemption from taxation
referred to in section 4.3 will be adjusted.
Article 11: DEFAULT
11.1 Events of Default.
11.1.1 Default by Lessee. Lessee shall have breached this lease and shall be
considered in default hereunder if:
1) Lessee files a petition in bankruptcy or insolvency or for reorganization
under any bankruptcy act, or makes an assignment for the benefit of
creditors;
2) involuntary proceedings are instituted against the Lessee under any
bankruptcy act;
3) Lessee fails to pay rent when due and does not make the delinquent
payment within 10 days after receipt of notice thereof issued by the
Lessor; or
4) Lessee fails to perform or comply with any of the covenants or conditions
of this lease and such failure continues for a period of twenty days after
receipt of notice thereof from Lessor.
11.1.2 Default by Lessor. Lessor will not be deemed to be in default of the
performance of any obligation required to be performed by Lessor hereunder
unless and until Lessor fails to perform the obligation within 20 days after

written notice by Lessee to Lessor specifying the nature of Lessor’s alleged
default; however, if the nature of Lessor’s alleged default is such that more
than 20 days are required for its cure, then Lessor will not be deemed to be in
default if Lessor commences performance within the 20-day period and
thereafter diligently prosecutes the same to completion. In the event of any
default by Lessor, Lessee may exercise any and all rights and remedies
available at law or in equity.
11.2 Remedies for Default. Upon the occurrence of an Event of Default described in
section 11.1, the non-defaulting party may exercise the following remedies, as well as
any other remedies at law or in equity, by statute, or as set forth in this Lease.
11.2.1 Termination. In the event of a default, this Lease may be terminated at
the option of the non-defaulting party by notice in writing to the defaulting
party. If the lease is not terminated by election of the non-defaulting party, the
non-defaulting party shall be entitled to recover damages from the defaulting
party for default. If the lease is terminated, the defaulting party’s liability to
the non-defaulting party for damages shall survive such termination. If the
Lessor is the non-defaulting party, the Lessor may reenter, take possession of
the premises, and remove any persons or property by legal action or by selfhelp with the use of reasonable force, provided however such liability and right
is subject to a mutuality of remedy in favor of Lessee.
11.2.2 Reletting. In the event of any re-entry by Lessor, Lessor may relet the
premises and in that connection may make any suitable alterations or refurbish
the premises, or both, or change the character or use of the Property, but
Lessor shall not be required to relet for any use purpose inconsistent with uses
for which the premises were offered prior to the beginning of this Lease. Lessor
may relet all or part of the premises, alone or in conjunction with other
properties, for a term longer or shorter than the term of this Lease, upon any
reasonable terms and conditions, including rent concessions, provided they are
consistent with the general practice in the community rental market.
11.2.3 Damages. In the event of termination on default, Lessor shall be entitled
to recover immediately, without waiting until the due date of any future rent or
until the date fixed by expiration of the lease term, the following amounts of
damages to the extent that they do not exceed the limitations of Art. X, §10 of
the Oregon Constitution affecting Lessee:
1) The loss of reasonable rental value from the date of default until a new
Lessee has been, or with the exercise of reasonable diligence could have
been, secured;
2) The reasonable costs of any alterations or improvements to the Property
installed or paid for by Lessor, if the costs of such alterations or
improvements have not yet been recouped by Lessor, and of which the
alterations or improvements were done at the request of Lessee;
3) The reasonable costs of reentry and reletting including without limitation
the cost of any clean up, refurbishing, removal of Lessee’s property and
fixtures, or any other expense occasioned by Lessee’s failure to quit the
premises upon termination and to leave them in the required condition,
any remodeling costs, attorneys’ fees, court costs, broker commissions,
and advertising costs; and
4) Any excess of the value of the rent and all of Lessee’s other obligations
under this lease over the reasonable expected return from the premises

for the period commencing the earlier of the date of trial or the date the
premises are relet and continuing through the end of the term. The
present value of future amounts will be computed using a discount rate
equal to the prime rate of major Oregon banks in effect on the date of
trial.
11.2.4 Right to Sue More than Once. Lessor may sue periodically to recover
damages during the period corresponding to the remainder of the lease term,
and no action for damages shall bar a later action for damages subsequently
accruing.
11.3 Condemnation. A condemnation of the entire building, or a condemnation of
any portion of the Property, shall result in the termination of this Lease. Lessor shall
receive the total of any amount awarded as a result of any condemnation proceeding
or sale in lieu thereof, but Lessee may file a claim for any taking of fixtures and
improvements owned by Lessee, and for relocation expenses. All future rent
installments to be paid by Lessee under this Lease shall be terminated.
11.4 Loss of Funding. It is specifically understood that Lessee’s need for the Property
is dependent on both the continuation of various state and federal program
requirements and grants for funding, as well as yearly appropriation of funds to the
agency as part of the county budget process. If the federal or state programs relied
on for the funding of these services are eliminated or reduced in scope, Lessee may,
in its discretion, terminate this lease upon sixty (60) days written notice without
liability for rent after the date of termination. If county funding is terminated through
the annual budget process, Lessee shall endeavor to give Lessor sixty (60) days’ notice
of this action and its intent not to continue its occupancy. Lessee shall advise Lessor
in writing of any funding cuts as soon as it is officially adopted; however, in such an
event, Lessee, regardless of the delivery of notice or not, shall not be liable for any
rent after ending the Lease under this provision.
Article 12: NOTICES
12.1 Notice. All notices, demands, consents, approvals, and other communications
provided for herein will be invalid unless set forth in a writing and delivered by facsimile
transmission, overnight air courier, personal delivery, or registered or certified U.S.
mail with return receipt requested to the appropriate party at its address as follows:
12.1.1 Lessor Contact Information.
JJSS Property, LLC
Attn: Sam Lee
PO Box 96097
Portland, OR 97296
(503) 957-2913
[email protected]
12.1.2 Lessee Contact Information.
Yamhill County Health and Human Services
Attn: Lindsey Manfrin
535 NE 5th Street
McMinnville, OR 97128
[email protected]
[email protected]

12.2 Change in Address. Addresses for notices may be changed from time to time
by written notice to all other parties.
12.3 Facsimile Confirmation. Any communication given by facsimile transmission
must be confirmed within 48 hours by overnight air courier.
12.4 Effective Date/Time. If any communication is given by mail, it will be effective
on the earlier of (a) 48 hours after deposit in the U.S. mail, with postage prepaid; or
(b) actual receipt, as indicated by the return receipt, if given by facsimile, when sent.
If communication is given by personal delivery or by overnight air courier, it will be
effective when delivered.
Article 13: ACCESS
13.1 Access Generally. Lessee will have access to the Property 24 hours per day, 7
days per week, and 52 weeks per year. Subject to any federal or state security
regulations, Lessor will not be liable to Lessee for permitting or refusing to permit
access to the Property by anyone. Pursuant to the terms and conditions outlined in
section 13.2 below, Lessor may enter the Property with its passkey or other reasonable
means to assess compliance with this Lease; perform required or necessary services,
maintenance, repairs, alterations, or services to the Property or Common Areas; show
the Property to potential buyers of the building; post appropriate notices; and during
the last three months of the Lease Term, show the Property to any potential future
Lessee. Except in case of emergency, all entry to the Property shall be at times and in
a manner that minimizes interference with Lessee’s use of the Property.
13.2 Lessor’s Right of Entry. Lessee’s utilization of the premises for the provision of
services on behalf of Yamhill County requires that the confidentiality and privacy of its
clients be maintained. Accordingly, the Lessor agrees to limit its right of entry to the
property to only business hours following 24 hours’ notice of intent to enter, to be
given to Lessee’s person in charge at the premises. Non-business hour entry, except
in case of emergency, shall only occur upon seven days’ written notice and written
approval of Lessee, which approval shall not be unreasonably withheld. Emergency
entry without notice may occur in cases where such action is reasonably necessary to
prevent injury to persons or to prevent damage to the Property, the building, Common
Areas, or any contents therein.
Article 14: SURRENDER; HOLDOVER
14.1 Surrender of Property. Upon expiration or earlier termination of this Lease,
Lessee will surrender the Property and, at Lessor’s option, all improvements and
alterations therein, vacuumed, swept, and free of debris and in good and serviceable
condition, subject to ordinary wear and tear. Lessee will remove all of its personal
property and any conduits, wiring, cables, or alterations if required by this Lease and
will repair all damage to the Property and/or Common Areas resulting from that
removal. If Lessee fails to remove any such personal property or alterations, those
items will be deemed abandoned, and Lessor may remove or dispose of the items
without liability to Lessee or others. Upon demand, Lessee will reimburse Lessor for
the cost of such removal.
14.2 Failure to Surrender; Holdover. If Lessee fails to surrender the Property and
remove all its personal property as set forth herein, Lessor may either: (a) recognize
Lessee as a month-to-month Lessee at sufferance, and such tenancy will be subject to
all terms of this Lease, except that Rent will be 120 percent of the total Rent for the
last month being charged, and all options or other rights regarding extension of the

term or expansion of the Property will automatically terminate; or (b) evict Lessee
from the Property and recover all damages resulting from Lessee’s wrongful holdover.
Article 15: GOVERNING LAW, JURISDICTION, VENUE, & ATTORNEY FEES
This Lease shall be governed and construed in accordance with the laws of the State of
Oregon, without resort to any jurisdiction's conflict of laws rules or doctrines. Any claim,
action, suit, or proceeding (collectively, "the claim") between Lessee and Lessor that arises
from or relates to this Lease shall be brought and conducted solely and exclusively within the
Circuit Court of Yamhill County for the State of Oregon. Provided, however, if the claim must
be brought in a federal forum, then it shall be brought and conducted solely and exclusively
within the United States District Court for the District of Oregon. Each party hereby consents
to the in personam jurisdiction of said courts. Each party shall be responsible for the party's
attorney fees, costs, and disbursements at all times including appeals.
Article 16: ESTOPPEL
At any time and from time to time upon not less than 10 days’ prior notice from either party,
the other party will execute, acknowledge, and deliver to the requesting party a certificate
certifying that this Lease is in full force and effect and unmodified or, if there are any modifications, that the Lease is in full force and effect as modified; that Lessee is in possession of the
Property; the dates to which rent has been paid in advance and the amount of any security
deposit or prepaid rent; and such other matters as may be reasonably requested.
Article 17: QUIET ENJOYMENT
Lessor warrants that as long as Lessee complies with all terms of this Lease, Lessee will have
quiet and peaceful possession of the Property free of disturbance by Lessor or others claiming
by or through Lessor.
Article 18: FORCE MAJEURE
If the performance by either party of any provision of this Lease (other than the payment of
rent) is prevented or delayed by any strikes, lockouts, labor disputes, acts of God, government
actions, civil commotions, fire or other casualty, or other causes beyond the reasonable
control of the party from whom performance is required, the party will be excused from such
performance for the period of time equal to the time of that prevention or delay up to a
maximum of 180 days.
Article 19: NONWAIVER
No delay by either party in promptly enforcing any right or remedy set forth in this Lease will
be deemed a waiver thereof, and that right or remedy may be asserted at any time after the
delaying party becomes entitled to the benefit of the right or remedy notwithstanding the
delay. Further, waiver by either party of strict performance of any provision of this lease shall
not be a waiver of or prejudice the party’s right to require strict performance of the same
provision in the future or of any other provision.
Article 20: CAPTIONS
The article and section headings of this Lease are for descriptive purposes only and in no way
define, limit, or describe the scope, intent, or meaning of this Lease.
Article 21: CONSENT
Except when otherwise specifically provided in this Lease to the contrary, whenever a party’s
consent is required under this Lease, the party will not unreasonably withhold its consent.

Article 22: RECORDS MAINTENANCE
Lessor shall maintain all fiscal records relating to this Lease in accordance with generally
accepted accounting principles. In addition, Lessor shall maintain any other records pertinent
to this Lease in such a manner as required by law. Lessor acknowledges and agrees that
Lessee, the Oregon Secretary of State’s Office, the Federal Government, and their duly
authorized representatives shall have access to such fiscal records and all other documents
that are pertinent to this Lease for the purpose of performing audits and examinations and
making copies, transcripts and excerpts. All such fiscal records and documents shall be
retained by parties for a minimum of ten (10) years (except as required longer by law)
following final payment and termination of this Lease, or until the conclusion of any audit,
controversy, or litigation arising out of or related to this Lease, whichever date is later.
Article 23: TIME OF THE ESSENCE AND HOLIDAYS
Time is of the essence of each and every provision hereof. If the final date of any period of
time set forth herein occurs on a Saturday, Sunday, or legal holiday, then the expiration of
the period of time will be postponed to the next day that is not a Saturday, Sunday, or legal
holiday.
Article 24: COMPLETE AGREEMENT; NO IMPLIED COVENANTS
This Lease and the attached exhibits and schedules, if any, contain the entire agreement of
Lessor and Lessee concerning the Property, Building, Common Areas, and Land, and all prior
written and oral agreements and representations between the parties are void. Lessor and
Lessee agree that there are no implied covenants or other agreements between the parties
except as expressly set forth in this Lease. Neither Lessor nor Lessee is relying on any
representations of the other party except those expressly set forth herein.
Article 25: SUCCESSORS
This Lease will bind and inure to the benefit of the parties, their respective heirs, successors,
and permitted assigns.

[remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in
duplicate by the duly authorized persons whose signatures appear below.
DATED this _________ day of ____________________, 2026

JJSS PROPERTY LLC

YAMHILL COUNTY, OREGON

Name

Chair, KIT JOHNSTON

Title

Commissioner, MARY STARRETT

Date

Commissioner, DAVID “BUBBA” KING

APPROVED AS TO CONTENT:

APPROVED AS TO FORM:

KENNETH HUFFER
Yamhill County Administrator

KALEB RAEVER
Yamhill County Counsel

Agenda Item I4

Agenda Item Jl
Public Hearing Docket

G-01-22

https://www.yamhillcounty.gov/DocumentCenter/
View/20190/G-01-22-Record-as-of-050726-PDF

Yamhill County

DEPARTMENT OF PLANNING AND DEVELOPMENT
400 NE BAKER STREET • McMINNVILLE, OREGON 97128
Phone: 503-434-7516 • Fax: 503-434-7544 • TTY: 800-735-2900 • Internet Address: www.yamhillcounty.gov

May 29, 2026

MEMORANDUM

To:

Board of Commissioners
Ken Huffer, County Administrator

From:

Ken Friday, Planning Director

Re:

Docket G-01-22, ordinance amendments to permit roads in exception areas

At the May 7th, 2026, hearing the Board reviewed the recommendation from the Planning Commission to
add the use: “Roads, highways and other transportation facilities and improvements” in certain zones as a
permitted or conditional use. At that time the Board continued the hearing to June 4, 2026, and expressed
interest in looking at definitions.to go along with the proposed language. The following are some
definitions to consider incorporating into the zoning ordinance.
Section 202 of the Yamhill County Zoning Ordinance has the definition of Road as:
Road: Any public or private access road, street, alley, highway, walkway easement or way platted
recorded or shown on any official map, whether or not such street is actually developed or used.
ORS 801.305(1) defines highway as:
Highway means every public way, road, street, thoroughfare and place, including bridges, viaducts
and other structures within the boundaries of this state, open, used or intended for use of the
general public for vehicles or vehicular traffic as a matter of right.
Statewide Planning Goal 12 contains the definition of Transportation Facility as:
Transportation Facility: Refers to any physical facility that moves or assists in the movement of
people and goods excluding electricity, sewage and water.
Similarly, Oregon Administrative Rule 660-012-0005(51) defines Transportation Facilities as:
Transportation Facilities means any physical facility that moves or assist in the movement of
people or goods including facilities identified in OAR 660-012-0020 but excluding electricity,
sewage, and water systems.

From:
To:
Cc:
Subject:
Date:

Mary Starrett
Ken Huffer; Ken Friday
Bailey Barnhart
Please include this in the record for today"s land use hearing
Thursday, June 4, 2026 8:40:56 AM

Please share with BOC,

Transportation Facility: A facility designed and constructed primarily to accommodate the movement
of motor vehicles, public transit vehicles, freight vehicles, emergency vehicles, and associated
transportation infrastructure. Transportation facilities include roads, highways, bridges, transit stops,
park-and-ride facilities, and related vehicular transportation improvements. Transportation facilities
do not include recreational trails, bicycle paths, shared-use paths, pedestrian trails, greenways, railtrails, walking paths, or facilities intended primarily for recreational or non-motorized transportation
purposes.
Thank you,

Mary Starrett
Yamhill County Commissioner

YAMHILL COUNTY BOARD OF COMMISSIONERS
AGENDA - ACTION LIST - REVISED
June 4, 2026

10:00 a.m.

Formal Session

Room 32, Courthouse
535 NE Fifth St.
https://us06web.zoom.us/j/81867313185
Webinar ID: 818 6731 3185

Welcome! Thank you for attending today’s meeting. Public participation is encouraged. If you wish to
address the Commissioners on any item not on the agenda, you may do so as part of the public comment
period at the beginning of the meeting. If you desire to speak on any item, please raise your hand to be
recognized after the Chair announces the agenda item. Please fill out a public comment card to indicate your
intent to speak. NEW – Public participation also includes the ability to attend Formal Session via Zoom. For
attendees that are attending the meeting via Zoom, the Chair will ask if any Zoom attendees wish to provide
public comment in same manner as provided above. At that time, attendees will be asked to use the “raise
hand” function in Zoom and staff will unmute the participant. Meetings will also continue to be available for
view via a live stream on the Commissioners’ YouTube channel. Written public comments may be submitted
via email at [email protected] by 5:00p.m. Wednesday.

A.

CALL TO ORDER

B.

FLAG SALUTE

C.
CALENDAR SESSION: This time is reserved for the review of the commissioner’s
joint schedule (if needed).
D.
PUBLIC COMMENT: This time is reserved for public comment on any topic other than: 1)
agenda items, 2) A quasi-judicial land use matter, or 3) a topic scheduled for public hearing. The Chair
may limit the length of individual comments.
E.

DEPARTMENT UPDATES: None.

F.
WORK SESSION: This time is reserved for topics of discussion scheduled for the
Commissioners in advance.
1.
YCOM – Sheriff Sam Elliott.
G.
CONSENT AGENDA:
Minutes
1.
B.O. 26-148 - Approval of Formal Session minutes from May 21, 2026.
H.

OLD BUSINESS: None.

I.
OTHER BUSINESS (Add-ons and non-consent items):
1.
B.O. 26-149 - Consideration of approval of an Intergovernmental Agreement between Yamhill
County Transit and Confederated Tribes of Grand Ronde for fixed route service effective upon full
execution through June 30, 2030. Oracle #TR25014IA.

Action List
Page 1

Yamhill County Board of Commissioners
June 4, 2026
10:00 a.m.

Formal Session

2.
B.O. 26-150 - Consideration of approval of Amendment #9 to the Provider Services Agreement
between Yamhill County Health and Human Services and Yamhill Community Care Organization (B.O.
26-099) adding $45,535.17 in funding for Lutheran Community Services school-based mental health
outpatient services, effective July 1, 2026 through December 31, 2026. Oracle #HHS24023GS.
3.
B.O. 26-151 - Consideration of approval of a Board Order in the matter of approving a lease
with the JJSS Property LLC and terminating Board Order 22-383. Oracle #HHS26015LA.
4.
B.O. 26-152 - Consideration of a Board Order in the matter of appointing legal counsel for the
county as required under ORS 203.145.
J.
PUBLIC HEARINGS:
1.
Docket G-01-22: A public hearing to consider a Planning Commission recommendation to add
“Roads, highways and other transportation facilities and improvements” as a permitted use to the following
zoning districts. Parks, Recreation, Open Space District – Section 405 (PRO) Rural Residential Districts –
502 (VLDR), and 503 (LDR) Public Assembly Institutional District – Sections 801 (PAI) And as a
conditional use to the following zoning districts: Mineral Resource District – Section 404 (MR) Rural
Residential District – Section 501 (AF-10) Commercial Districts – Sections 601 (RC), 602 (NC) and 603
(HC) Industrial Districts – Sections 701 (RI), 702 (LI) and 703 (HI) Public Works/ Safety District – Section
802 (PWS) Public Airports/ Landing Fields District – Section 803 (PALF). [Public Hearing was previously
tabled on June 22, 2023.] [Continued from May 7, 2026 at the point of Deliberations.] [Continued to June
18, 2026 at the point of Deliberations and directed staff to draft final ordinance.]
THE RECORDS FOR PUBLIC HEARINGS CAN BE FOUND AT:
https://www.yamhillcounty.gov/1190/Public-Hearing-Notices
K.
ANNOUNCEMENTS:
1.
For information on county advisory committee vacancies, please refer to the county’s website,
https://www.yamhillcounty.gov/765/Boards-and-Committees, or call the Board of Commissioners’
office at 503-434-7501 or 503-554-7801 (toll-free from Newberg).
2.
For questions regarding accessibility or to request an accommodation contact the Board of
Commissioners’ office at (503)-434-7501 or (503)-554-7801 (toll-free from Newberg) or email at
[email protected]
3.
Electronic versions of all meeting agendas and meeting information packets can be found at the
county’s website: https://www.yamhillcounty.gov/AgendaCenter

Action List
Page 2

Yamhill County Board of Commissioners
June 4, 2026
10:00 a.m.

Formal Session