HomeMy WebLinkAboutDoc 330 - Assess-Tax Software Annual AgrmtDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of 6-26-13
Please see directions for completing this document on the next page.
DATE: 6-05-13
FROM: Scot Langton. Assessor 388-6513
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document No. 2013-330 -Assessment and Taxation software
annual Personal Services Contract with Helion Software, Inc.
PUBLIC HEARING ON THIS DATE? no
BACKGROUND AND POLICY IMPLICATIONS:
Yearly Personal Services contract for support and maintance of assessment and taxation software
FISCAL IMPLICATIONS:
Total compensation by the County for FY13/14 not to exceed $177,099; 80% from the Assessor budget
and 20% from the Finance/Tax budget
RECOMMENDATION & ACTION REQUESTED:
Board of Commissioners approval and signatures of Document No. 2013-330
ATTENDANCE: Scot Langton or Tana West
DISTRIBUTION OF DOCUMENTS:
Please send one orginal to -
Helion Software, Inc.
Attn: Ramona Qualls
PO Box 3506
Salem, OR 97302
Copy to -Scot Langton, Deschutes County Assessor
Copy to -Marty Wynee, Deschutes County Tax Collector
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the CommisSioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: ~-05-131 Department: \Assessor &Ta~
Contractor/Supplier/Consultant Name: IHelion Software, Ing
Contractor Contact: I I Contractor Phone #: 1503-362-93941
Type of Document: Services Contract
Goods and/or Services: FY13/14 Personal Services contract for support and
maintenance of assessment and taxation software
Background & History: Annual personal services contract with software vendor
Agreement Starting Date: 17-1-131 Ending Date: ~-30-141
Annual Value or Total Payment: Inot to exceed $177,0991
[8J Insurance Certificate Received check box)
Insurance Expiration Date: -11-201
Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$150K)o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? ~ Yes 0 No
If No, has budget amendment been submitted? 0 Yes 0 No
Is this a Grant Agreement providing revenue to the County? 0 Yes ~ No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: 0 Yes 0 No
Contact information for the person responsible for grant cornpliance: Name:
Phone#:
6/5/2013
Departmental Contact and Title: Scot Langton, Deschutes County Assessor
Phone #: 541-388-6513
Department Director Approval:_ t -/O-IJ
Date
Distribution of Document: 1-orginal to -Helion Software Inc.; attn: Ramona Qualls;
PO Sox 3506; Salem, OR 97302
1 -Copy to -Scot Langton, Assessor
1-Copy to -Marty Wynne, Tax Collector
Official Review:
County Signature Required (check one): ~ SOCC 0 Department Director (if <$25K)
Legal Review
Document Number DC -201 3 - 3 30
Date " -(Sr' ~ 11
6/512013
"iJ:.E~
LEGAL: COUNSEL
For Recording Stamp Only
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 20a-33l)
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Assessment and
Taxation Department (County) and HELION SOFTWARE, INC (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be July 1,2013 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 Contractors completed performance or on June 30,2014 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.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.
Contract Documents. This Contract includes Page 1-9 and Exhibits 1, 2, 3, 4,5 and 6.
CONTRACTOR DATA AND SIGNATURE
Contractor Address:
Federal Tax ID# or Social Security #:93-1298376
Is Contractor a nonresident alien? DYes X No
Business Designation (check one): D Sole Proprietorship D Partnership
X Corporation-for profit D Corporation-non-profit D 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 bound by its
terms. NOTE: Contractor shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 6.
~--./~ -+B-L-Ie.~s/~d.t!o::LL...JI-~___
Signature ~ Title
Murray Giesbrecht ___~k==---..:../.=3:...--,/wJ,,-_______
Name (please print) Date
DESCHUTES COUNTY SIGNATURE
Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until
signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a ma~imum consideration
greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County
Administrator or the Board of County Commissioners.
DATED this Day of _____2013.
Dated this /8 of :S-u..Jt.. ,20.J..J
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY. OREGON DESCHUTESCOUNTY~~~~~~A~s~s!t~JS~~~_
f
ALAN UNGER, Chair ,
TAMMY BANEY. Vice Chair
f
ANTHONY DEBONE, Commissioner
ATTEST:Page 1 of 23 -Personal Services Contract No. 2013-2014 \
Recording Secretary
DC -2al~-330 I
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 in the amounts and
manner set forth in Exhibit 1.
a. Payments shall be made to Contractor following County's review and approval of billings and
deliverables submitted by Contractor.
b. All Contractor billings are subject to the maximum compensation amount of this contract.
c. 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).
1) If the maximum compensation amount is increased by amendment to this Contract, the amendment
shall be Signed by both parties and fully executed before Contractor performs work subject to the
amendment.
2) No payment shall be made for any services performed before the beginning date or after the
expiration date of this contract.
d. This Contract shall not be amended after the expiration date.
e. Unless otherwise specifically provided in Exhibit 5, 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.
f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current
invoice.
g. Prior to approval or payment of any billing, County may require and Contractor shall provide any
information which County deems necessary to verify work has been properly performed in accordance
with the Contract.
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.
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
unless otherwise specified by the County the Contractor shall be responsible for the performance of the
subcontractor.
4. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its
terms.
b. 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.
6. Early Termination. This Contract may be terminated as follows:
a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at
anytime.
b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar
days written notice to the other party.
Page 2 of 23 -Personal Services Contract No. 2013-2014
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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.
2) This Contract may be modified to accommodate the change in available funds.
3) 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.
4) 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.
5) 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.
1) 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.
2) 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. I
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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. Provided however, County shall not 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:
1) 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 if payable
according to this Contract and interest within the limits set forth under ORS 293.462, and
2) 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.
3) Subject to the limitations under paragraph 8 of this Contract.
8. 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.
1) Contractor may not incur obligations or liabilities after Contractor receives written notice of
termination.
Page 3 of 23 -Personal Services Contract No. 2013-2014
2) 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.
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.
1) 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.
2) Additionally, County may complete the work either by 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 be liable to the
County for the amount of the reasonable excess.
c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract.
Contractor shall repay any excess to County upon demand.
d. 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; however, Contractor shall 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.
e. 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.
f. 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.
a. 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.
b. 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.
a. 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.
b. For goods and services to be provided under this contract, Contractor agrees to:
1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans
and specifications approved by County;
2) comply with all applicable legal requirements;
3) comply with all programs, directives, and instructions of County relating to safety, storage of
equipment or materials;
4) 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 controlled substances while performing work under this
Contract.
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 l
Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to I
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Page 4 of 23 -Personal Services Contract No. 2013-2014
reimbursement for such expenses.
a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the
performance of this contract.
b. 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.
c. The cost of any subcontracted work approved in this Contract shall not be marked up.
d. Contractor shall not bill County for any time expended to complete the documents necessary for
reimbursement of expenses or for payment under this contract.
e. The limitations applicable to reimbursable expenses are set forth in Exhibit "5," attached hereto and by
reference incorporated herein.
14. Criminal Background Investigations. Contractor understands that Contractor and Contractor's employees
and agents are 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.
b. 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.
c. 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. I
d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that
does not identify particular individuals.
e. 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").
f. 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.
g. This Contract may be amended in writing in the future to incorporate additional requirements related to
compliance with HIPAA.
h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business
Associate Agreement with County, which, if attached hereto, shall become a part of 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.
1) 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, whichever is later.
2) 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.
b. 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. I
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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 in Contractor's possession from third parties.
17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract.
Page 5 of 23 -Personal Services Contract No. 2013-2014
1) 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.
2} 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.
3} If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractors expense,
make the above records available at a location acceptable to the County.
18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product") is covered
under the ORCATS Consortium contract.
19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County
Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the
following URL address: http://www.deschutes.org/County-Code.aspx?F=chapter+ 2.37. pdf.
20. 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.
21. 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 subparagraph
a of this paragraph; 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.
22. Waiver.
a. 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.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
23. 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.
a. Any claim, action, suit or proceeding (collectively, "Claim") between County and Contractor that arises Ifrom 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. I
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b. 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. I
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25. 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.
26. 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 Inumber set forth below or to such other addresses or numbers as either party may hereafter indicate in I
24. 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.
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.
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:
Murray Giesbrecht, President David Kanner
Helion Software, Inc. County Administrator
PO Box 3506 1300 NW Wall Street, Suite 200
Salem, OR 97302 Bend, Oregon 97701
Fax No. 503-362-9394 Fax No. 541-385-3202
27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the
parties.
a. All understandings and agreements between the parties and representations by either party concerning
this Contract are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in
writing signed by both parties.
c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for
the specific purpose given.
28. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity
Theft Protection Act (ORS 646A.600 et seq.).
29. 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, 17,18,20-27,28 and 30.
30. 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 l Work in a professional manner and in accordance with standards prevalent in Contractors industry, l trade or profession; I
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, Iand duly licensed to perform the Work; I
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5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers,
and without collusion, fraud, or other dishonesty; and
6) Contractor's making and performance of this Contract do not and will not violate any provision of any
applicable law, rule or regulation or order of any court, regulatory commission, board or other
administrative agency.
b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any
other warranties provided
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EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011-~30
STATEMENT OF WORK, COMPENSATION
i PAYMENT TERMS and SCHEDULE I
Section 1. Contractor's Services
Contractor's services are divided into THREE parts:
Part 1 -ORCATS Base and Support is for staff support per the agreement with the ORCATS consortium.
Helion will work on and complete property assessment and tax projects and Support as described below in
Section 2. Service Level Agreement.
Part 2 -Discretionary Support Hours for a maximum of 223 hours (at $105.00/hour) of offsitelonsite staff
for ORCATS support and program development for Deschutes.
Part 3 -ORCATS Transition Development Share is for One-Fifth (1/5) of the amount per the "ORCATS
Counties Transition Contract, Section 3 Costs, paragraph b., titled "Development Investment Ongoing
Support".
Estimates or Fix Bid Quotes will be provided upon County request for work performed under Part 2.
Work will be billed monthly.
For those projects that require less than 20 hours to complete Helion will notify Deschutes County and after
authorization will work on them. These will be "not to exceed" projects and Deschutes County will not be
responsible for any hours over 20.
For development projects that will require more than 20 hours to complete (or if Deschutes County
requests), Helion and Deschutes County (and other consortium members) will work together to create a set
of project requirements. Helion will then develop a fixed quote for the number of hours to complete the
project. Helion will begin work on the project after Deschutes County (and, if applicable, other consortium
members) approve the quote. Project requirements should be sufficiently detailed to identify the
deliverables, the cost in hours, and the timeframe for completion. The time required to develop the
requirements will be charged directly against the Part 2 -Programming hours. The project requirements will
include a project timeline indicating which tasks are the responsibility of Helion and which tasks are the
responsibilities of the County(s).
Upon using the software in production, programming bugs (any programming functionality that does not
perform to speCification) as identified by Deschutes County (or other consortium members) within 45 days or
within a specified project timeline as established by mutual agreement between the Contractor and the
County will be will be considered part of the original quote. Identification of a bug does not extend the
acceptance period.
Any changes to requirements as agreed between Helion and County may cause an adjustment to the
original quote. All Helion staff will be under the direct management of Helion and would be required to follow
all of Helion's procedures and policies. Helion is in the process of developing these policies and procedures
and will provide County a copy of those that are relevant to the work described in this contract as they
become available or change. Helion will work on whatever County requested as long as it is within those
policies and procedures. Typical uses would be programming projects unique to County (or groups of
consortium members) and additional programming on projects of special interest to County (or groups of
consortium members).
Additional 150 hour blocks of time may be purchased throughout the year, given 60 days notice. Helion will
give a good faith effort to provide the additional requested hours in as few a days as possible.
Page 9 of 23 -Personal Services Contract No. 2013-2014
The Contractor shall provide the County with monthly reports on hours of service by project and by description.
Should multiple counties be paying for the program development, the service hour reports should include all
hours assessed to the project for all of the involved counties.
Section 2. Service Level Agreement
1. Supported Software and Maintenance
1.01 Supported Software: Unless stated otherwise, Helion will provide support for all software listed below:
Helion Start Menu
Deployer
Account Manager
Real Value Voucher
Ratio Study
Real Land Schedules
Real Sales
Trend Finder
Real Librarian
Real Value Indexes
Real Value Recalc
MS Ledger Voucher
Personal Vouchers
Utility Ledger Voucher
Utility Values
Utility Input
Address Parser
Appraisal Maintenance
Appraisal Reports
Assessor Reports
Name Parser
Lookup Table Maintenance
Name Parser
Property Query
Web Property Query
Custom Query
Image Processing
ORCATS Integration Services
File Service
Data Exchange
Interested Party
Lender Code Maintenance
Tax Notation Maintenance
Tax Receipts
Tax Reports
Tax Voucher
Turnover Distribution
Tax Receipt Image Loader
Tax Balance Service
Prepaid Tax Processing
Tax Rate Calculation
Tax Amount Calculation
Tax District Adjustments
Tax Statements
Assessment and Tax Database Views
1.02 Maintenance shall include providing County with new releases, updates, and corrections to the Software,
including the Software documentation. Maintenance shall also include necessary assistance and
Page 10 of 23 -Personal Services Contract No. 2013-2014
consultation to assist County in resolving problems with the use of the Software including the verification,
diagnosis and correction of errors and defects in the Software. Maintenance shall include third party
software bundled with the ORCATS system, as well as updates to documentation.
1.03 Helion shall correct any defect or error or non-conformity comprising a problem by, among other things,
supplying to County and installing such corrective codes and making such additions, modifications or
adjustments to the Software as may be necessary to keep the Software in operating order and in
conformity with the warranties contained in this Agreement.
The corrective services provided by Helion may include:
• Providing a resolution to the problem immediately; or
• Providing documented clear steps that county staff can reasonably take to correct the
problem; or
• Following analysis, providing documented clear steps toward problem resolution; or
• Performing configuration changes to the Helion software; or
• Modifying corrupt data caused by a defect in the software.
1.04 Helion will provide support for modifications or specialized features made at the request of the County
and performed by Helion.
1.05 All modifications or specialized features made at the request of the County and performed by Helion will
be ported to and supported in all future versions and releases of the Software unless authorized in
writing from the County.
1.06 Any changes to comply with legal requirements will be performed under Section 1, Part 1.
1.07 Helion will assist County with the following Data Manipulation either directly or by providing an application
so the County can perform the tasks themselves:
• Changing a value from Entered to Calculated or Calculated to Entered at the following levels:
o Improvement
o Accessories
o Floor
o Inventory
o Land Fragment
o OSD
• Changing a Neighborhood Code
• Changing an Improvement, Land Fragment or OSD from Trendable to Non-Trendable or Non
Trendable to Trendable
• Change one RMV class to another
• Bulk load LCM Schedules
Selection will be by either a County selected set of Neighborhood Codes or by a County selected set of
Property Account Id's. The Property Account Id's must be in a CRILF delimited text file. (Map and
Taxlots are not considered Property Account Id's.)
Page 11 of 23 -Personal Services Contract No. 2013-2014
2.00 Database Maintenance
2.01 Helion will provide on-going consulting on procedures for the backup and restoration of all databases
required to run the ORCATS software.
2.02 Helion will consult with the County technical staff as needed on the status of all databases required to
run the ORCATS software and ensure that all database indexes and database features are configured
appropriately to ensure the proper functioning of all Helion supported software.
2.03 If requested, Helion will ensure that database backups are performed prior to any modification to the
database structure and/or schema as part the implementation of new ORCATS software through new
version release or problem resolution.
2.04 Helion will perform all database repair and recovery due to database corruption, malfunction, or
inconsistency brought about by implementation of new ORCATS software through new version release
or problem resolution, by defects in or improper functioning of the client software, or by third party
software used within any Helion supported software.
2.05 The obligations described in Sections 1.00 through 2.05 are hereafter referred to as "Maintenance."
3.00 Response Times and System Access
3.01 Unless visit was requested by the County, Helion will provide the County IT Division with 2 days notice
prior to performing a site visit to perform software upgrades or modifications to the database or the client
software.
3.02 County shall notify Helion, either by telephone or in writing or email, of any deficiency and shall provide
any other information that Helion may reasonably request in determining the nature of the defiCiency.
Helion shall commence correction of such defiCiency in accordance with this section. Helion will provide
problem resolution through telephone, electronic, remote and onsite assistance to the County
designated representatives. Resolving the problem may include the initial contact and any subsequent
contact and actions necessary to address the initial issue for the County. Helion will provide the County
with a local telephone or toll-free telephone number, an email address, and a designated point of contact
to receive calls or e-mails for trouble reports. The County shall designate authorized callers (who may
change from time to time) for access to the telephone support.
3.03 The County agrees to provide Helion with VPN access or through other secure electronic access
technology and services at the County's expense for purposes of Helion's fulfillment of its maintenance
obligations. Such access shall not result in the unnecessary or unreasonable disruption of the County's
business operations.
3.04 Helion will respond to system problems that do not prevent normal daily operation of the system (Non
Emergency Response) within 16 business hours of the receipt of the trouble call.
3.05 On-Site Support. In an emergency or if all other support options fail, Helion shall have a technician on
site within one (1) business day of a request from the County. This does not apply to Down System
events. as described in Section 3.06.
3.06 Down-System Response: The system is considered "down" when any part of the system prevents daily
operation ("Down System"). Helion shall respond within two business hours of telephone notification.
Response may be by telephone.
3.07 Normal Support Hours: At all times from 8:00 a.m. to 5:00 pm Pacific Standard Time (PST) (note:
Pacific Daylight Saving Time (PDST) when in effect) weekdays. The hours of Support shall not include
New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after
Thanksgiving and Christmas Day.
3.08 Helion will provide Tax Season assistance to ensure the timely completion of tax amount calculation,
statement printing and state reporting.
3.09 Helion will provide support for and is solely responsible for the proper functioning, licensing and
distribution of additional or third party software used within their products or distributed with their
Page 12 of 23 -Personal Services Contract No. 2013-2014
products as a component of their software. Helion guarantees the functioning of this third party software
as a component of their software.
3.10 Helion is not liable for any failure or delay in performance due to any cause beyond its control.
3.11 The obligations described in Sections 3.00 through 3.11 are hereafter referred to as "Support."
4.00 County's Responsibilities
4.01 To receive Maintenance and Support, the County is responsible for complying with the following:
• The situation giving rise to the question is reproducible or a documented history of the same event
has been provided;
• The hardware and client workstation operating systems meet minimum Helion requirements (See
Exhibit 6, attached and incorporated by reference herein);
• County designated representatives will submit all questions to Helion;
• County designated representatives must have knowledge regarding the facts and circumstances
surrounding the incident;
• The full system, including software and hardware, is available to the County representative and
accessible by him or her without limit during any telephone discussions with Helion support
personnel;
• The County representative will follow the instructions and suggestions of Helion's support personnel,
using the full system.
4.02 County will provide remote electronic access using VPN access through Internet connection (this is the
preferred method) or will provide remote electronic access using other technologies and services that
meet County's security requirements.
4.03 Helion must have received payment per this Agreement, Section 3, Paragraph 2.
4.04 If the resolution of a problem requires the installation of a newer version of the product, the County
agrees that Helion may install the new version as part of the resolution process, depending upon the
urgency of the problem resolution.
5.00 Services NOT Covered by Helion Under Part 1
5.01 Helion is not responsible for support in instances in which the County has made significant changes to
the computing environment without consultation with Helion or in which the County has made significant
client workstation configuration changes, such as Operating System version updates or Microsoft Office
version updates, without consultation with Helion.
5.02 Helion is not responsible for remote or on-site training assistance unless specifically arranged through a
separate services contract with Helion.
5.03 Helion is not responsible for software support on any products that are not part of the ORCATS system.
Examples include Deschutes Download, County's web sites, Microsoft Office, etc.
5.04 The following services are excluded from coverage under Part 1:
• Creation of new Custom Queries
• Importing data or images
• Manipulation of data unless covered under section 1.03 or 1.07 above
• Display changes to forms, reports, letters or export
Page 13 of 23 -Personal Services Contract No. 2013-2014
• Onsite Installation
• A& T View Access Database
5.05 Helion is not responsible to maintain compatibility with any application not listed as part of the ORCATS
system. Helion will make a good faith effort to notify the County of any incompatibility between ORCATS
and third party software.
Section 3 Schedule and Payment Terms
1. Effective Date and Duration: Contractor's services will begin on July 1, 2013. Unless earlier terminated
or extended, this contract shall expire on June 30,2014 or when Contractor's completed performance has
been accepted by County. However, such expiration shall not extinguish or prejudice County's right to
enforce this contract with respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in
Contractor's performance that has not been cured.
2. Compensation by the County: Payment for all work performed under this contract shall be made as set
forth below from available and authorized County funds, and shall not exceed the maximum sum of
$128,622 for Part 1, $23,415 for Part 2 and $25,062 for Part 3 {$177,099 in Total}. Travel and other
expenses of the Contractor shall not be reimbursed by County unless speCifically provided herein as a
supplementary condition.
1. Interim payments shall be made to Contractor following County's review and approval of billings
submitted by Contractor. Contractor will also submit copies of other billings for work performed under the
contract when such bills are to be paid by other parties. These other billings are not subject to the
maximum compensation amount of this contract.
2. Contractor shall not submit billings for, and County will not pay, any amount in excess of the maximum
compensation amount of this contract, including any travel and other expense when noted below. If the
maximum compensation amount is increased by amendment of this contract, the amendment must be
fully effective before Contractor performs work subject to the amendment. Contractor shall notify
County's supervising representative in writing 30 calendar days before this contract expires of the
upcoming expiration of the contract. No payment will be made for any services performed before the
beginning date or after the expiration date of this contract. This contract will not be amended after the
expiration date.
3. Contractor shall submit a separate monthly billing for Part 1. Billing for Part 1 will be for 1/12th of the
contract total for Part 1. Billing for Part 2 will be based upon projects identified. Projects done as Unot to
exceed" quotes and requirement development will be billed monthly as they occur. Contractor will bill
monthly for other Part 2 hours as they occur. Payment for Part 3 is payable as defined in the ORCATS
Counties Transition Contract. Payment structure may be adjusted with advance consent of County and
Contractor. Billings shall be sent to the supervising representative.
Page 14 of 23 -Personal Services Contract No. 2013-2014
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 20a-330
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 HELION SOFTWARE, INC.
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.
Worker's Compensation Insurance to cover claims made under Worker's Compensation, disability benefit or any
other employee benefit laws, including statutory limits in any state of operation with Coverage B Employer's
Liability coverage all at the statutory limits. . In the absence of statutory limits the limits of said Employers liability
coverage shall be not less than $1,000,000 each accident, disease and each employee. This insurance must be
endorsed with a waiver of subrogation endorsement, waiving the insured's right of subrogation against County.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
x $1,000,000 x $2,000,000
o $2,000,000 0 $3,000,000
o $3,000,000 0 $5,000,000
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 the contract work is completed.
x Required by County o Not required by County (one box must be checked)
Page 15 of 23 -Personal Services Contract No. 2013-2014
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
x $1,000,000 x $2,000,000
o $2,000,000 o $3,000,000
o $3,000,000 o $5,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury,
property damage, premises, operations, products, completed operations and contractual liability. The insurance
coverages provided for herein must be endorsed as primary and non-contributory to any insurance of County, its
officers, employees or agents. Each such policy obtained by Contractor shall provide that the insurer shall defend
any suit against the named insured and the additional insureds, their officers, agents, or employees, even if such
suit is frivolous or fraudulent. Such insurance shall provide County with the right, but not the obligation, to engage
its own attorney for the purpose of defending any legal action against County, its officers, agents, or employees,
and that Contractor shall indemnify County for costs and expenses, including reasonable attorneys' fees, incurred
or arising out of the defense of such action.
The policy shall be endorsed to 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. The additional insurance protection shall extend equal protection to County as to Contractor or
subcontractors and shall not be limited to vicarious liability only or any similar limitation. To the extent any aspect
of this Paragraph shall be deemed unenforceable, then the additional insurance protection to County shall be
narrowed to the maximum amount of protection allowed by law.
x Required by County o Not required by County (One box must be checked)
Automobile Liability insurance with a combined single limit of not less than:
Per Occurrence
x $500,000
o $1,000,000 o $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.
X Required by County 0 Not required by County (one box must be checked)
Additional Requirements. Contractor shall pay all deductibles and self-insured 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.
Page 16 of 23 -Personal Services Contract No. 2013-2014
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with
the signed Contract. Contractor shall notify the County in writing at least 30 days in advance of any cancellation,
termination, material change, or reduction of limits of the insurance coverage. The Certificate shall also state the
deductible or, if applicable, the self-insured retention level. Contractor shall be responsible for any deductible or
self-insured retention. If requested, complete copies of insurance policies shall be provided to the County.
Date
t.p~-::?
Page 17 of 23 -Personal Services Contract No. 2013-2014
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 20Li-~~O
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.
!..9rtify under penalty of perjury that Contractor is a [check one]:
KI Cor ion 0 Limited Li 'Uty Company 0 Partnership authorized to do business in the State of Oregon.
~~~~~~~~~~___________ ~'5IdC41 '-/3-/3
Signature lfTtIe Date
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
1. If Contractor 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 three (3) -to establish that you are an
Independent Contractor.
h. The labor or services I perform are primarily carried out at a location that is separate from my
residence or primarily carried out in a specific portion of my residence that is set aside as the
location of the business.
I bear the risk of loss related to the business or provision of services as shown by factors such
as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the services or
(d) indemnification agreements. liability insurance, performance bonds or professional liability
insurance.
-A., c. I have made significant investment in the business through means such as: (a) purchasing
necessary tools or equipment; (b) paying for the premises or facilities where services are
provided; or (c) paying for licenses, certificates or specialized training.
I have the authority to hire other persons to provide or to assist in providing the services and if
necessary to fire such persons.
1:0.
~. Each year J perform labor or services for at least two different persons or entities or I routinely
engage in business advertising. solicitation or other marketing efforts reasonably calculated to
obtain new contracts to provide similar services.
Dateco~
Page 18 of 23 -Personal Services Contract No. 2013-2014
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
required subcontracts.
Contractor SI ture Date
I
I
I
I
I
I
~ I
I
I
Page 19 of 23 . Personal Services Contract No. 2013-2014
EXHIBIT 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 20t1-'30
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):
o SOLE PROPRIETOR
• Contractor is a sole proprietor, and
• Contractor has no employees, and
• Contractor shall not hire employees to perform this contract.
iJ 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.
o 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.
o 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.
o 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 OAR 436-050-050 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.
;csbrt:cJ,.J. ~~ con~
'-13,t!
Contractor Tiije Date
Page 20 of 23 • Personal Services Contract No. 2013·2014
f,Lrra,
ctor . ted Name
~~~~~f-_____
EXHIBIT 5
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 20J1-~O
Expense Reimbursement
1. Travel and Other Expenses. (When travel and other expenses are reimbursed.)
a. It is the policy of the County that all travel shall be allowed only when the travel is essential to the normal
discharge of the County responsibilities.
1) All travel shall be conducted in the most efficient and cost effective manner resulting in the best
value to the County.
2) Travel expenses shall be reimbursed for official County business only.
3) County shall not reimburse Contractor for any item that is not otherwise available for reimbursement
to an employee of Deschutes County per Deschutes County Finance Policy F-1,
"REIMBURSEMENT FOR MISCELLANEOUS EXPENSES AND EXPENSES INCURRED WHILE
TRAVELING ON COUNTY BUSINESS," dated 11/8/06.
4) County may approve a form other than the County Employee Reimbursement Form for Contractor to
submit an itemized description of travel expenses for payment.
5) Personal expenses shall not be authorized at any time.
6) 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 Exhibit 1, paragraph 3 of this
contract.
c. The current approved rates for reimbursement of travel expenses are set forth in the above described
policy.
d. County shall not reimburse for any expenses related to alcohol consumption or entertainment.
e. Except where noted, detailed receipts for all expenses shall be provided.
f. Charge slips for gross amounts are not acceptable.
g. County shall not reimburse Contractor for any item that is not otherwise available for reimbursement to
an employee of Deschutes County.
2. Approved reimbursements:
a. Mileage. Contractor shall be entitled to 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 to and from Bend, Oregon.
1) Reimbursement for mileage shall be equal to but not exceed those set by the United States General
Services Administration ("GSA") and are subject to change accordingly.
2) 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 those required by this contract.
3) No mileage reimbursement shall be paid for the use of motorcycles or mopeds.
b. Meals.
1) Any reimbursement for meals shall be for actual cost of meals incurred by Contractor while acting
within the course and scope of Contractor's duties under this contract.
2) For purposes of calculating individual meals where the Contractor is entitled only to a partial day
reimbursement, the following maximum allocation of the meal expenses applies:
a) Breakfast, $10;
b) Lunch, $12;
c) Dinner, $22.
3) Except in the event of necessary overnight travel as provided below, partial day meal expenses shall
be reimbursed as follows and only while Contractor is acting within the course and scope of
Contractor's duties under this contract:
a) Breakfast expenses are reimbursable if Contractor is required to travel more than two (2) hours:
before the start Contractor's regular workday (i.e. 8:00 a.m.).
b) Lunch expenses are reimbursable only if Contractor is required to travel overnight and begins
the journey before 11 :00 am or ends the journey after 11 :00 a.m.
c) Dinner expenses are reimbursable only if Contractor is required to travel more than two (2)
hours after Contractor's regular workday (i.e. 5:00 p.m.).
Page 21 of 23 -Personal Services Contract No. 2013-2014
4) Breakfast and dinner expenses are reimbursable during Contractor's necessary overnight travel
while acting within the course and scope of Contractor's duties under this contract and shall not
exceed those set by the GSA. and are subject to change accordingly.
c. Lodging.
1) County shall reimburse Contractor for Contractor's actual cost of lodging necessary to provide
service to the County and shall not exceed the maximum lodge set by the GSA for Bend, Oregon.
2) Reimbursement rates for lodging are not considered "per diem" and receipts are required for
reimbursement.
d County shall not reimburse Contractor in excess of the lowest fair for any airline ticket or vehicle rental
charges.
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. 2013-2014
1 · .
Exhibit 6
OESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2oLl-33 0
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 and certifies that Contractors Work to be performed under this
Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations
of Contractors employee agency (County State or Federal) would prohibit Contractors 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.
1) Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B.
2) 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.
3) 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.
c. 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.
d. 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.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the
terms of this certification.
f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractors
failure to comply with the terms of this certification.
3. 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 to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.
t -./3-13con~~ Date
Page 23 of 23 -Personal Services Contract No. 2013-2014
ACORD-I DATE(MMIODYVVY)
~ CERTIFICATE OF LIABILITY INSURANCE 3/14/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Ie an ADDmONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the tenna and conditions of the policy. certain pollcl.s may require an endonlemant A statement on thIs certificate does not confer rights to the
certificate holder In Iktu of such endonlement(s).
PRODUCER
Huggins Insurance Services, Inc.
~."iC'Deshler
. (503) 585-2211 I rfJl!. Nol' 1503) 399-4658
1786 State St. L .jessica@huggins.com
Salem, OR INSURIIR{SI AFfORDING COVl5RAGE NAIC#
97301 INSUReRA:Hartford Casualty Ins Co :29424
INSURED INSURER B :Hartford Underwri ters t30104
HELION SO~, INC. INSUReRC :Hartford Ins Midwest 37478
PO BOX 3506 ttsdale Insurance Co
SALEM, OR f;RIIRE:
97302 INSUReRF:
COVERAGES CERTIfiCATE NUMBER:CL1331408458. REVISION NUMBER'
THIS IS TO CERTIFY THAT 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 'MTH 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 POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS.
INSR TYPE OF INSURANCE == POLICY NUMBER POI,JCYEFF POUCY~p LIMITSLTR
GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
~MERC1AL GENERAl. LIABILITY l)l'.t!'IA~~ l?E~~f:D $ 300,000
A CLAlMS·MAOE [i] OCCUR X 52SBAUL9504 ~/11/2013 ~/11/2014 MEO EXP (Any one person) s 10,000
j PERSONAl. & AD'll INJURY $ 2,000,000
GENERAl. AGGREGAte $. 4,000,000
~LAGGRn LIMIT AnSPER: PROOUCTS·COMPKWAGG $. 4,000,000
i--. POLICY ~rg: LOC s
AUTOMOBILE UABIUTY fEi~~rIN<.>I..t LIMIT $. 1 000 000 ~
B X 10#( AUTO SOOILYINJURY (Per person) $.
I--ALL QIMlEO -SCHEDULED ~2lJECTRe461 1'/1112013 4/11/2014',--AUTOS AUTOS OODIL YINJURY (Per accident) $.
r-NQN.OWIIED rp~~~~pAMAGEHIRED AUTOS AUTOS S r'-
UnirlllUte(\ Motonm $ $500 000
i UMSRE.LLAUAB HOCCUR EACH OCCURRENCE $I EXCESS UAB CLAIMS-MAOE AGGREGAte $
OED I I RETENTION $. S
C WORKERSCOMPENSA noN X I T~~T~JIf~I IO~'AND EMPLOYERS'LIABIUTY YIN
ANY PROPRIETORIPARTNmtEXECUTIV15 [!] NIA E,L, EACH ACCIDENT $. 500 000OFflCERIMEMSER EXCLUDED? 52'1f1lCJU.9648 4/11/2013 ~/ll/2014(MInd_tory In NH) EL DISEASE· EA EMPLOYEE S 500 000 ~,deaaibe"""'"SCRPTION OF OPERATIONS below e.L. DISEASE· POLICY LIMIT $ 500 000
D Professional Liability ~!tS3071445 8/1/2012 ~/1/2013 UrrVI of Liabllty $2,000,000
Retention $5,000
DESCRIPTION OF OPERATIONS I LOCAnONS I VEHCLES (Attach ACOIID 101, Addltlonlll Rtlllltkt SchedLle, If ~..,aee lalllqUlred)
Deschutes County, it's officers, agents, employees, and volunteers are named additional insured.
UPDATE: ERRORS & QUSSIONS LIABILITY RENEWAL
CERTIfiCATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Deschutes County ACCORDANCE WITH THE POLICY PROVISIONS.
Assessors Office
Attn: Scot Langton AI.ITHORIZED REPRESENI'AWE
1300 NW Wall Street, Suite 200
Bend, OR 97701 ~~~~ J Deshler/JESSIe
ACORD 25 (2010/05) @1988-2010ACORDCORPORATION. All rights reserved.
IN~n'lI "0'00<' '" Th.. A~nDn ..." ..... " ..... 1 ....."',._ ....... 1 .........,. ..."'...... ",f 4~nDn