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2007-533-Order No. 2007-121A Recorded 5/22/2007REVIE D LEGAL COUNSEL COUNTY NANCYUBLANKENSHIP,FC UNTY CLERKDS 1~~1 ~0~~-533 COMMISSIONERS' JOURNAL , 2007-533 051ZM &M OZ , 51, 00 FH For Recording Stamp Only BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON An Order to Approve Special Procurement for supplying and hauling of crushed, pre-coated ORDER NO. 2007-121 A rock for chip seal. WHEREAS, the Deschutes County Road Department formally solicited bids for supplying and hauling of crushed pre-coated rock for chip seal, by advertisement on April 4 and 9, 2007; and WHEREAS, no bids were received by the April 19th bid opening date; and WHEREAS, the contract delivery date was modified and the bid re-advertised on April 24 and 27, 2007; and WHEREAS, only one bid was received by the May 2, 2007 bid opening date; and WHEREAS, the bid received was from High Desert Aggregate & Paving in the amount of $884,365.00; and WHEREAS, said bid is 33% over the Department's cost estimate of $666,750.00; and WHEREAS, on May 9, 2007 the Board of County Commissioners signed Order 2007-120 rejecting the bid of High Desert Aggregate & Paving due to financial considerations; and WHEREAS, THE Road Department is requesting a special procurement because time is of the essence due to the delay in the original solicitation process and the need to acquire the materials in time for the chip seal season; and WHEREAS, on May 8, 2007 the Deschutes County Road Department published a public meeting notice for the adoption of a contract specific special procurement for supplying and hauling of crushed, pre-coated rock for chip seal; and WHEREAS, awarding this contract by special procurement will result in substantial cost savings for the public because the Department will not incur the added expense of going through the invitation to bid process again, the time saving will provide the Department with materials needed to keep their maintenance activities within an efficient time frame, and it will allow the supplier and Department to negotiate a more cost effective delivery schedule; and WHEREAS, due to the limited number of materials suppliers able to produce this product, and the fact that all of the available local suppliers have been contacted during the special PAGE 1 OF 2- ORDER No. 2007-121 A procurement process, it is unlikely that the special procurement process will encourage favoritism or substantially diminish competition for this public contract; and WHREAS, the special procurement process will otherwise promote the public interest in a manner that could not practically be realized complying with the requirements that are applicable under ORS 279B.055, 279B.060, 279B.065 or 279B.070 or under any rules adopted there under; and WHEREAS, if an invitation to bid process was undertaken it can reasonably be expected that the bids received would be virtually identical to the quotes received in the special procurement process; now, therefore, THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, HEREBY ORDERS as follows: Section 1. Based upon the above recited findings, which are incorporated by reference herein, the Board approves the Special Procurement for the supplying and hauling of crushed pre- coated rock for chip seal. Section 2. The Board authorizes the Chair signature on the contract with High Desert Aggregate and Paving, Inc., Document No. 2007-235, attached as Exhibit "A" and incorporated by reference herein. DATED this & day of '2007. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON ATTEST: Recording Secretary PAGE 2 OF 2- ORDER NO. 2007-121 ~EVIED J LE AL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2007-235 This Contract is between DESCHUTES COUNTY (County) and High Desert Aggregate and Paving, Inc. (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be May 16, 2007 or the date, on which each party has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed performance or on August 1, 2007, whichever date occurs last. Contract termination shall not extinguish or prejudice County's right to enforce this Contract with respect to any default by Contractor that has not been cured. Statement of Work. Contractor shall perform the work described in Exhibit 1 (Special Provisions). Payment for Work. County agrees to pay Contractor in accordance with the bid schedule in Exhibit 1. Contract Documents. This Contract includes Page 1-23 including Exhibits 1, 2, 3, 4, 5 and 6. CONTRACTOR DATA AND SIGNATURE Contractor Address: P.O. Box 1929, Redmond, OR 97756 Federal Tax ID# or Social Security 20-0591425 Is Contractor a nonresident alien? ❑Yes ❑X No Business Designation (check one): ❑ Sole Proprietorship ❑ Partnership N Corporation-for profit ❑ Corporation-non-profit ❑ Other, describe A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above. I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bo e b NOTE: Contractor shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 6. llz~'IWW V uG04L /y/D'Okr, Titl # f D 7 Name (please print) Date DESCHUTES COUNTY SIGNATURE Dated this of /Ay 2007 Dated this of 2007 DESCHUTES COUNTY DIRECTOR OF BOARD OF COUNTY COMMIS IONERS ROAD DEPARTMENT OF DESCHUTES COUNTY-OREGON Toff-eBlust - - Michael M Daly, Chair Page 1 of 23 - Personal Services Contract No. 2007-235 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made as set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings submitted by Contractor. Contractor shall also submit copies of other billings for work performed under this Contract when such bills are to be paid by other parties. These other billings are subject to the maximum compensation amount of this contract. b. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses (See Exhibit 5). If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be fully executed before Contractor performs work subject to the amendment. No payment shall be made for any services performed before the beginning date or after the expiration date of this contract. This Contract shall not be amended after the expiration date. c. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. d. County shall not be responsible for payment for work performed before the contract is fully executed and Contractor is given notice or direction to proceed. 3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County that shall be attached to the original contract. a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and the Contractor shall be responsible for the performance of the subcontractor. 4. No Third Party Beneficiaries. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any time. b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this contract. This Contract may be modified to accommodate the change in available funds. Page 2 of 23 - Personal Services Contract No. 2007-235 2) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this contract. 3) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this contract, and if County has no funds legally available for consideration from other sources. 4) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County specifying. such failure, the Contractor fails to correct such failure within 10 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. County shall not, however, pay Contractor for any obligations or liabilities incurred by Contractor after Contractor receives written notice of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract (a) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable-based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligations or liabilities of either party already reasonably incurred prior to such termination. Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. Page 3 of 23 - Personal Services Contract No. 2007-235 b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. Additionally, County may complete the work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess. c. In addition to the remedies in paragraphs 6 through 8 of this Contract for a breach by the Contractor, the County also shall be entitled to any other equitable and legal remedies that are provided by law. d. If previous amounts paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. e. If the County breaches this Contract, Contractor's sole monetary remedy shall be (a) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed, and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. f. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contract. g. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's right to enforce this Contract with respect to any default or defect in performance that has not been cured. h. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies'singly, collectively, successively or in any order whatsoever. 9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works-in-progress and other property that are or would be deliverables had this Contract been completed. Upon County's request, Contractor shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. 10. Work Standard. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. For goods and services to be provided under this contract, Contractor agrees to: a. perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; b. comply with all applicable legal requirements; c. comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; d, take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of drugs while performing work under this Contract. Page 4 of 23 - Personal Services Contract No. 2007-235 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this contract. Expenses reimbursed shall be at the actual cost incurred, including any taxes paid, and shall not include any mark-up unless the mark-up on expenses is specifically agreed to in this Contract. The cost of any subcontracted work approved in this Contract shall not be marked up. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this contract. The maximum amounts for certain reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor is subject to periodic criminal background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor, such non-disclosure. shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. b. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. c. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ("HIPAA" Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the contract. Such assurances provided by Contractor shall be supported by documentation from third parties. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, which ever is later. If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. Page 5 of 23 - Personal Services Contract No. 2007-235 County and its authorized representatives shall have the right to direct access to all of Contractor's books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor's premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, copies and transcriptions. 18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product") is the exclusive property of the County. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as County may reasonably request in order to fully vest such rights in County. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. County shall have no rights in any pre-existing work product of Contractor provided to County by Contractor in the performance of this Contract except to copy, use and re-use any such work product for County use only. If this Contract is terminated prior to completion, and the County is not in default, County, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver all partially completed work products, reports or documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract. In the event that Work Product is deemed Contractor Intellectual Property, Contractor hereby grants to Agency an irrevocable, non- exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on County's behalf. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County's behalf and in the name of the County, an irrevocable, non-exclusive, perpetual, royalty-free license td' use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on County's behalf. 19. Materials. At all times, Contractor shall make reasonable efforts to use recycled materials in the performance work required under this contract. 20. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended and ORS 659A.112 through 659A.139; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659A, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders and all regulations and administrative rules established pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. Page 6 of 23 - Personal Services Contract No. 2007-235 21. Constraints. Pursuant to the requirements of ORS 27913.220 through 279B.235 and Article XI, Section 10, of the Oregon Constitution, the following terms and conditions are made a part of this contract. a. Contractor shall: 1) Make payments promptly, as due, to all persons supplying to Contractor labor or materials for the performance of the work provided for in this contract. 2) Pay all contributions or amounts due the Industrial Accident Fund from such Contractor or subcontractor incurred in the performance of this contract. 3) Not permit any lien or claim to be filed or prosecuted against the County on account of any labor or material furnished. 4) Pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. 5) Be responsible for all federal or state taxes applicable to compensation or payments paid to Contractor under this Contract and, unless Contractor is subject to backup withholding, County will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual. b. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person in connection with this Contract as such claim becomes due, the proper officer or officers representing the County may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due Contractor by reason of this Contract. c. Contractor's Employees. 1) Employees of Contractor may not be employed for more than 10 hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency or when the public policy absolutely requires it, and in such cases (except for personal services designated under ORS 279A.055) the employee shall be paid at least time and a half pay: (a) For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or (b) For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days , Monday through Friday; and (c) For all work performed on Saturday and on any legal holiday specified in ORS 279C.540. 2) In the case of contracts for personal services described in ORS 279A.055, the employee shall be paid at least time and a half for all overtime worked in excess of 40 hours in any one week, except for individuals under personal services contracts who are excluded under ORS 653.010 to 653.261 or under 29. U.S.C 201 to 209 from receiving overtime. 3) Except for contracts subject to ORS 279B.235(4), contracts for services require that persons employed under such contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement or in ORS 27913.020 and for all time worked in excess of 10 hours in any one day or in excess of 40 hours in any one week, whichever is greater. d. Contractor shall promptly, as due, make payment to any person or copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of Contractor's employees pursuant to any law, contract or agreement for the purpose of providing or paying for such services. e. Contractor agrees that if Contractor is a subject employer that is not exempt under ORS 656.126, that it shall comply with ORS 656.017. 22. Contractor Not an Agent of County. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of County, and County does not have the right of direction or control of the manner in which Contractor delivers services under this Contract or exercise any control over the activities of Contractor. Contractor is not an officer, employee or agent of County as those terms are used in ORS 30.265. Contractor covenants for itself and its successors in interest and assigns that it will not claim or assert that Contractor is an officer, employee or agent of the County, as those terms are used in ORS 30.265. Page 7 of 23 - Personal Services Contract No. 2007-235 23. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 24. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County. and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to section 24.a; however neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 25. Waiver. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 27. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular term or provision held invalid. 28. Force Majeure. Neither County nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. 29. Counterparts. This Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Contract so executed shall constitute on original. Page 8 of 23 - Personal Services Contract No. 2007-235 30. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal there from, is brought for failure to observe any of the terms of this contract, each party shall be responsible for their own attorney fees, expenses, costs and disbursements for said action, lawsuit, proceeding or appeal. 31. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to the County Administrator or the designee listed below. C. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: To County: Mike Moore Tom Blust, Director High Desert Aggregate and Paving, Inc. Deschutes County Road Department P.O. Box 1929 61150 SE 27`h Street Redmond, OR 97756 Bend, Oregon 97702 Phone: 541-504-8566 Fax No. 541-548-7600 Phone: 541-322-7105 Fax No. 541-388-2719 32. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 33. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 4, 5, 8, 9, 15, 17-20, 24-27 and 31-34. 34. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that (1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession, (4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work, and (5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty, b. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. Page 9 of 23 - Personal Services Contract No. 2007-235 EXHIBIT 1 DESCHUTES COUNTY ROAD DEPARTMENT 61150 SE 27TH STREET BEND, OREGON 97702 SPECIAL PROVISIONS SPECIAL PROCUREMENT FOR THE SUPPLYING AND HAULING OF CRUSHED, PRE-COATED ROCK FOR CHIP SEAL 2007 Page 10 of 23 - Personal Services Contract No. 2007-235 SPECIAL PROVISIONS THE SUPPLYING AND HAULING OF CRUSHED, PRE-COATED ROCK FOR CHIP SEAL WORK TO BE DONE This contract consists of the following work on the project; 1. Supplying and hauling the following amounts of crushed, asphalt coated rock for chip seal to the required stockpile site. (See the attached map for location details). LOWER BRIDGE ROAD STOCKPILE SITE 3/8" - #8------------ 1800 TONS------------- REDMOND STOCKPILE SITE 1/4" - #10---------- 3600 TONS SISTERS STOCKPILE SITE 3/8" - #8------------ 400 TONS NORTHWEST WAY STOCKPILE SITE 3/8" - #8------------ 1200 TONS GERKING STOCKPILE SITE 3/8" - #8------------ 700 TONS BEND STOCKPILE SITE Completion date: June 30, 2007 Completion date: June 30, 2007 Completion date: June 30, 2007 Completion date: July 13, 2007 Completion date: July 13, 2007 3/8" - #8------------ 6300 TONS-------------------- Completion date: July 20, 2007 CROOK COUNTY STOCKPILE SITE 3/8" - #8------------ 6800 TONS Completion date: July 30, 2007 2. Deschutes County will determine and award contract to the low bidder for crushed, pre-coated rock for chip seal at the stockpile locations described in the Bid Schedule. 3. Performance of such additional and incidental work as is called for by the specifications. Page 11 of 23 - Personal Services Contract No. 2007-235 4. Consideration under this contract shall be on a unit cost basis as outlined in the bid schedule. There shall be no reimbursement for additional contractor expenses. APPLICABLE STANDARD SPECIFICATIONS The standard specifications which are applicable to work on this project are the Oregon State "Standard Specifications for Highway Construction", Revised 1984, hereinafter referred to as the Standard Specifications. Whenever these specifications refer to the State, consider that to mean the County of Deschutes, the appropriate County department, or appropriate County address. All number references in these special provisions shall be understood to refer to the Section or Subsection of the Standard Specifications bearing like numbers. SECTION 106 - CONTROL OF MATERIALS This work shall be performed in accordance with Section 106 of the Standard Specifications, modified as follows: 106.03 Furnishing Material from Outside Sources - No County controlled sources are being offered for use on this project. All material sources shall be provided by the Contractor. 106.08(8) Samples, Tests and Cited Specifications of Materials - All testing will conform to methods described in the Oregon Department of Transportation's "Laboratory Manual of Test Procedures" and will be done by and at the expense of Deschutes County. SECTION 107 - LEGAL REGULATIONS AND RESPONSIBILITY TO PUBLIC This work shall be performed in accordance with Section 107 of the Standard Specifications, modified as follows: 107.21 Responsibility for Damage Claims - The Contractor shall carry as a minimum personal injury and property damage insurance in the amounts of $200,000 per person for personal injury, $50,000 for property damage and $1,000,000 total for all claims arising out of a single accident or occurrence. When said insurance policy contains an aggregate limit, the Contractor shall provide an additional $1,000,000 excess insurance coverage. The contractor shall include Deschutes County by and through its Road Department, its officers, agents, and employees as named insured on insurance policies issued for this project, or shall furnish an additional insured endorsement naming the same as additional insured to the Contractor's existing public liability and property damage insurance. Page 12 of 23 - Personal Services Contract No. 2007-235 SECTION 108 - PROSECUTION AND PROGRESS This work shall be performed in accordance with Section 108 of the Standard Specifications supplemented as follows: 108.08 Contract Time for Completion of Work - All work to be done under this contract shall be completed as indicated on the Bid Schedule. Contractor shall do NO WORK before receiving the "Notice to Proceed". 108.08(b) Exclusions From Elapse of Contract Time - At the end of paragraph (b-1) in this subsection add the following as a third reason for exclusion from elapse of contract time: (3) Acts of God 108.09 Adjustment of Contract Time - Add the following to the last sentence of the last paragraph of this subsection: except for unreasonable delays caused by acts or,omissions of the Division or persons acting for the Division. 108.10 Failure to Complete on Time and Liquidated Damages - Delete the table under the heading "Schedule of Liquidated Damages" and substitute the following: Per diem amount of liquidated damages for this contract will be $500.00 per calendar day. SECTION 109 - MEASUREMENT AND PAYMENT This work shall be performed in accordance with Section 109 of the Standard Specifications supplemented and/or modified as follows: 109.09 Progress Payments and Retained Amounts - Delete the first sentence and substitute: Once each month, on the 25th of the month, the Road Department Director will make an estimate of the amount of work completed and of the value of such completed work. 109.12 Final Estimate and Final Payment - This subsection shall be modified to include: The final payment will not be made until the final clean-up has been completed and approved by the Road Department Director as specified in Subsection 104.08. Page 13 of 23 - Personal Services Contract No. 2007-235 SECTION 350 - STOCKPILED AGGREGATES This work shall be performed in accordance with Section 350 of the Standard Specifications, modified as follows: 350.32 Preparation of Stockpile Sites - The sites for the stockpiles will be prepared by County forces. 350.33 Piling of Materials - Add the following to the subsection: All necessary labor and equipment required for the construction of the stockpiles shall be furnished by the County. 350.35 Tentative Plan of Distribution When Haul is not to be Separately Paid - The haul to any stockpile shall not be initiated unless a minimum of 300 tons per day is to be hauled. 350.81 General - The pay quantity of the crushed, pre-coated rock for chip seal will be by ton. The weight of all aggregate will be determined by deducting from the weight of material the weight of water in the material at the time of weighing in excess of three (3%) percent of the dry weight of the material. Measurement shall be as set forth in Section 109, to the nearest 0.1 ton. 350.91 General - Delete the first sentence and substitute: The pay quantity of each designated size of specified material furnished and hauled to stockpiles by the contractor will be paid for at the contract price per unit as shown in the bid schedule. SECTION 703 -AGGREGATES This work shall be performed in accordance with Section 703 of the Standard Specifications, modified as follows: 703.12 Aggregate for Asphalt Penetration Macadam - The grading requirements for the crushed, pre-coated rock for chip seal shall be as follows: Sieve Size 1/2 inch 3/8" No. 4 No. 8 No. 40 3/8" - #8 Percent Passing 100 85-100 0-15 0-8 0-2 Sieve Size 1/2 inch 1/4 inch No. 10 No. 40 1/2" - #10 Percent Passing 100 85-100 0-15 0-2 Page 14 of 23 - Personal Services Contract No. 2007-235 (d) Aggregate shall be clean - Unless all dirt, dust, clay and other objectionable matter is completely removed by dry screening, the aggregates shall be made clean by washing and/or by eliminating from the quarry rock or pit-run product, or from the product of the breaking crusher, the smaller sized rock or gravel with which the dirt, clay and other objectionable matter is combined. The minimum dry unit weight for all crushed rock shall be 100 lbs./cubic foot per O.S.H.D. TM 201-86 (ASSHTO T19). Asphalt Coating Specifications Aggregates produced to the specifications of 703.12 will be coated with paving grade asphalt at a rate of 0.8 to 1.1 % of total mix (by dry weight). A County representative who must be present during the coating of the initial batch will determine actual percentage. Uniform coating is best achieved by increased mixing time rather than an increased quantity of asphalt. PBA-3, PBA-5, PG64-28 are acceptable grades of asphalt, others will be considered. Asphalt cement at the time of coating should. be 320 (+/-10) degrees F. Aggregate shall be passed through a dryer at 190-225 degrees F. at time of coating. The coated aggregates shall be turned with a loader or other machinery during the first 18 hours to accelerate cooling, increase uniform coating, and prevent clumping of the coated aggregate. Excessive clumping may require re-screening of the product prior to acceptance. Acceptance of the Asphalt Coated Aggregate will be at the stockpile site. Page 15 of 23 - Personal Services Contract No. 2007-235 BID SCHEDULE SPECIAL PROCUREMENT FOR THE SUPPLYING AND HAULING OF CRUSHED, PRE-COATED ROCK FOR CHIP SEAL ITEM SIZE LOCATION QUANTITY UNIT PRICE TOTAL COST LOWER BRIDGE WAY STOCKPILE SITE 1. 3/8" - #8 1800 TONS delivered by June 30, 2007 $ 3-7 to- TON $ ( O, ZZO REDMOND STOCKPILE SITE 2. '/4" - #10 3600 TONS delivered by June 30, 2007 $ 37 5 TON $ 133,740- SISTERS STOCKPILE SITE s 3. 3/8" - #8 400 TONS delivered by June 30, 2007 $ 1 ' TON $ 16,500- NORTHWEST WAY STOCKPILE SITE Ci 0 4. 3/8" - #8 1200 TONS delivered by July 13, 2007 $ 31 TON $ 45,4Oo GERKING STOCKPILE SITE z5 5. 3/8" - #8 700 TONS delivered by July 13, 2007 $ 41 TON $ Z6% BEND STOCKPILE SITE yo 6. 3/8" - #8 6300 TONS delivered by July 20, 2007 $ 47- J TON $ 2-70,210- CROOK COUNTY STOCKPILE SITE ~o 7. 3/8" - #8 6800 TONS delivered by July 30, 2007 $ TON $ 241, 290- 8. TOTAL COST $ ,0 3Z, 3(a5 ' BID PRICE: (written words) Eijk~ I'Auid✓cd Iwo 7160s4.44 1 ~az_ 4imbld ~yt- DOLLARS. Page 16 of 23 - Personal Services Contract No. 2007-235 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2007-235 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name 414k olgl A44/e j&Te *'B' &Contract Number 2007-Z35' Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit _$500,000 _$500,000 _$1,000,000 _$1,000,000 _$2,000,000 _$2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after this contract is completed. ❑ Required b Count 9 Not required b Count one box must be checked Commercial General Liability insurance with a combined single limit of not less than: Per Occurrence limit Annual Aggregate limit D $500,000 $500,000 _$1,000,000 $1,000,000 _$2,000,000 _$2,000,000 Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. ❑x Required by County ❑ Not required by County (One box must be checked Automobile Liability insurance with a combined single limit of not less than: Per Occurrence Z $500,000 _$1,000,000 _$2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. M Required by County ❑ Not required by County (one box must be checked) Page 17 of 23 - Personal Services Contract No. 2007-235 Additional Requirements. Contractor shall pay all deductibles and retentions. A cross-liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor's coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. The Certificate shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor's insurer to the County. The Certificate shall also state the deductible or, if applicable, the self-insured retention level. For commercial general liability coverage, the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor's services provided under this Contract. The endorsement must be in a format acceptable to Deschutes County. If requested, complete copies of insurance policies shall be provided to the County. Risk Management review Date: May 11, 2007 e-1 It. Page 18 of 23 - Personal Services Contract No. 2007-235 AC RO CERTIFICATE OF LIABILITY INSURANCE OP IDJw DATE(MMIDINYYYY) HIGH03c 02/08/07 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE KPD Insurance, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 'o Box 784 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. pringfield OR 97477 Phone: 541-741-0550 Fax: 541-741-1674 INSURED H ghlbesert Aggregate & Paving Inc PO Box 1929 Redmond OR 97756 INSURERS AFFORDING COVERAGE NAIC # INSURER A: North Pacific Insurance Co 23892 INSURER B: The Hartford 22357 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH - P000IES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR D0'L POLICY EFFECTIVE POLICY EXPIRATION Lm NSRD TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDfM DATE(MMIDOIYY) LIMITS 13ENERAL LIABILITY EACH OCCURRENCE f 1,000,000 A X X COMMERCIAL GENERAL LIABIL IT Y-- C06152264 02/19/07 02/19/08 DAMAGE TO RENTED PREMISES (Es OCCU ) f 100,000 III - - CLAIMS MADE XI OCCUR MED EXP(Any One I-e ) f 5,000 X Contractual PERSONAL A ADV INJURY f 1,000,000 X Jobsite Pollution C06152264 02/19/07 02/19/08 GENERAL AGGREGATE s 2,000,000 GENL AGGREGATE LIMIT APPLIES PER. PRODUCTS. COMP/OP AGO f 2,000,000 POLICY X PRO- ,IECT Loc Job Poll 1,000,000 AUTO MOBILE LIABILITY COMBINED SINGLE LIMIT COMBINED f 1,000,000 A X ANY AUTO C06152264 02/19/07 02/19/08 X ALL OWNED AUTOS BODILY INJURY f X SCHEDULED AUTOS (POT Pe-) X HIRED AUTOS BODILY INJURY f X NON-OWNED AUTOS (Par eccdmD A X Auto Phys Damage C06152264 02/19/07 02/19/08 PROPERTY DAMAGE (Pe, s.dd-1) f GARAGE LIABILITY AUTO ONLY - EA ACCIDENT f ANY AUTO ' EA ACC OTHER THAN Ii ECEIVED F R AUTO UTO ONLY: Y: AGO f EXCESSAIMBRELLA LIABILITY EACH OCCURRENCE f 5,000,000 A X OCCUR ❑ CLAIMS MADE C0615z'2 f3 2007 02/19/07 02/19/08 AGGREGATE f 5,000,000 r G f DEDUCTIBLE DESCHUTES CO f RETENTION s ROAD DEPT f WORKERS COMPENSATION AND TORYWC STANLIMITS - OTH- ER EMPLOYERS' LIABILITY ANY PROPRIETOWARTNEWEXECUTNE E.L. EACH ACCIDENT i OFFICERIMEMBER EXCLUDED? E,L. DISEASE EA EMPLOYEE f X yes, d-w wde, SPECIALPROVISIONS beI- E. L. DISEASE POLICY LIMB f OTHER A Property-Spec Form C06 152264 02/19/07 02/19/08 $500.Ded R/C B Equip -All Risk,- 52MSUR4346 02/19/07 02/19/08 $1000Ded ExcCranes5% DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE: All Operations. Deschutes County Road Department is Additional Insured per attached LGL4032(7/05). CERTIFICATE HOLDER CANCELLATION DESBE03 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 80 SMALL Deschutes County Road Dept IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 61150 SE 27th St Bend OR 97702 REPRES NTATIVES, ACORD 25 (2001108) © ACORD CORPORATION 1988 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2007-235 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP 1 certify der penalty of perjury that Contractor is a [check one]: L C r i Limited Liability Company[] Partership authorized to do business in the State of Oregon. N^- 14' 5-1/4167 Signature Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKIN(I AR AN INnFPFNn1=IUT r`nniTDArTnD Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and 2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least four (4) - to establish that you are an Independent Contractor. A. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence that is set aside as the location of the business. B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association. C. My business telephone listing is separate from my personal residence telephone listing. D. I perform labor or services only under written contracts. E. Each year I perform labor or services for at least two different persons or entities. F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide. Contractor Signature Date Page 19 of 23 - Personal Services Contract No. 2007-235 C. Representation and Warranties. Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. Contractor has the power and authority to enter into and perform this contract; 2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS 305.380(4), 6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any consideration and payments paid to Contractor under this contract; and 7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any ireqo,re racts. '5f/4fb7 C ontractor Signature Date Page 20 of 23 - Personal Services Contract No. 2007-235 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2007-235 Workers' Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reason (check the appropriate box): ❑ SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. ❑ CORPORATION - FOR PROFIT • Contractor's business is incorporated, and • All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and • The officers and directors shall perform all work. Contractor shall not hire other employees to perform this contract. ❑ CORPORATION - NONPROFIT • Contractor's business is incorporated as a nonprofit corporation, and • Contractor has no employees; all work is performed by volunteers, and • Contractor shall not hire employees to perform this contract. e ❑ PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and • Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. ❑ LIMITED LIABILITY COMPANY • Contractor is a limited liability company, and • Contractor has no employees, and • All work shall be performed by the members; Contractor shall not hire employees to perform this contract, and • If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. *NOTE: Under OAR436-050-050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption request is accepted from a contractor who shall perform construction work. Contractor Printed Name Contractor Title Contractor Signature Date Page 21 of 23 - Personal Services Contract No. 2007-235 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2007-235 Expense Reimbursement Travel and Other Expenses. (When travel and other expenses are reimbursed.) a. It is the policy of the County that travel shall be allowed only when the travel is essential to the normal discharge of work for the County. All travel shall be conducted in the most efficient and cost effective manner resulting in the best value to the County. The travel shall comply with all the requirements set forth in this Exhibit and shall be for official County business only. Personal expenses shall not be authorized at any time. All expenses are included in the total maximum contract amount. b. Travel expenses shall be reimbursed only in accordance with rates approved by the County and only when the reimbursement of expenses is specifically provided for in paragraph 4 of Exhibit 1 of this Contract. The current approved rates for reimbursement of travel expenses are set forth below. c. County shall not reimburse for any expenses related to alcohol consumption or entertainment. d. Except where noted, detailed receipts for all expenses shall be provided. Charge slips for gross amounts are not acceptable. e. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to an employee of Deschutes County. 2. Approved reimbursement rates are as follows: a. Mileage. Mileage for travel in a private automobile, while Contractor is acting within the course and scope of Contractor's duties under this Contract and driving over the most direct and usually traveled route, shall be reimbursed at a rate of 48.5 cents per mile. To qualify for mileage reimbursement, Contractor shall hold a valid, current driver's license for the class of vehicle to be driven and carry personal automobile liability insurance in amounts not less than $500,000 per occurrence, $1,000,000 in the aggregate. No mileage reimbursement shall be paid for the use of bicycles, motorcycles or mopeds. b. Meals. Per Diem for meals is $44 per day. 1) For purposes of calculating individual meals where the Contractor is entitled only to a partial day reimbursement, the following allocation of the meal per diem applies: Breakfast, $10; Lunch, $12; Dinner, $22. Reimbursement rates for meals are "per diem" and receipts are not required for reimbursement. County shall not, however, pay any reimbursement for meals included as part of a conference fee or provided by others. 2) Except in the event of necessary overnight travel as provided below, breakfast and dinner expenses shall be reimbursed only if Contractor, while acting within the course and scope of his/her duties under this Contract, is required to travel more than two (2) hours: (a) before the start (for breakfast expense reimbursement), or (b) after the end (for dinner expense reimbursement), of Contractor's regular workday (8:00 a.m. to 5:00 p.m.). Lunch expense is reimbursable only if Contractor, while acting within the course and scope of his/her duties under this Contract, is required to travel overnight and begins or ends the journey, respectively, before or after 11:00 a.m. Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel while acting within the course and scope of his/her duties under this Contract. c. Lodging. County shall reimburse Contractor for Contractor's actual cost of lodging up to $80 per night for lodging necessary to provide service to the County. Reimbursement rates for lodging are not considered "per diem" and receipts are required for reimbursement. d. Other travel expenses. In addition to meals and lodging, out-of-state travel expenses shall be reimbursed for airfare and rental vehicles only if Contractor is acting within the course and scope of his/her duties under this contract. Receipts are required for all out-of-state travel expenses except meals. All Contractor representatives shall fly "coach class", unless Contractor personally pays the difference. All Contractor representatives shall be limited to an economy or compact size rental vehicles, unless the Contractor personally pays the difference. e. County shall not reimburse Contractor for any airline ticket or vehicle rental charges in excess of the lowest available fare and vehicle rental charge. 3. Exceptions. Contractor shall obtain separate written approval of the County Administrator for any exceptions to the expense items listed above prior to incurring any expense for which reimbursement shall be sought. Page 22 of 23 - Personal Services Contract No. 2007-235 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2007-235 Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor by signature to this Contract declares certifies that; Contractor's Work to be performed under this Contract create no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B. If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form-LLL with the Department. This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c. Contractor shall include the language of this certification in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. d. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. Additionally, Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be subject a civil penalty of not less than $10,000 and not more than $100,000 for each failure. si¢o7 Co ractor Signature Date Page 23 of 23 - Personal Services Contract No. 2007-235