HomeMy WebLinkAboutDoc No 2014-426 Sheriffs Office Purchasing ContractDeschutes 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 August 27, 2014
DATE: August 27, 2014
FROM: Julie Lovrien
Department: Sheriffs Office Phone: (541) 550-4857
TITLE OF AGENDA ITEM:
Consideration of Approval of Deschutes County Goods Contract No. 2014- 426.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
Seven new vehicles will serve as replacements to older patrol cars and trucks that have been in service
for several years. The Deschutes County Sheriffs Office replaces certain vehicles every year due to
their age and accrued mileage. The patrol fleet averages approximately 45,000 miles a year per vehicle.
FISCAL IMPLICATIONS:
Contractor shall deliver to the County seven vehicles as outlined in the Contract for the Purchase of
Goods in the amount of $214,183.00.
RECOMMENDATION & ACTION REQUESTED:
Move Approval of Deschutes County Document No. 2014-426, Goods Contract with Wright Ford.
ATTENDANCE: Captian Erik Utter, Sheriffs Office
DISTRIBUTION OF DOCUMENTS:
Please call Julie Lovrien, Sheriffs Office Administrative Assistant, x 4857, when the document (BOCC
Signature Page) is ready for pick-up.
DESCHUTES COUNTY DOCUMENT SUMMARY
Date: 8/1/2014 Department: Sheriffs Office
Contractor/Supplier/Consultant Name: Wright Ford
Contractor Contact: Tom Wright Contractor Phone #: (541) 548-2138
Type of Document: Goods Contract
Goods and/or Services: Document Number 2014-426 is a Goods Contract in which
the Sheriffs Office will purchase four 2015 Ford Expeditions for the Patrol Division, two
2015 Ford F250 crew cab trucks for the Special Services division, and one 2014 Ford
F150 for the Patrol Division.
Background & History: The vehicles will serve as replacements to older patrol cars
and trucks that have been in service for several years. The Deschutes County Sheriffs
Office replaces certain vehicles every year due to their age and accrued mileage. The
patrol fleet averages approximately 45,000 miles a year per vehicle.
Agreement Starting Date: Upon signature of all parties. Ending Date: Upon delivery
of all goods and services in accordance with the requirements of the contract.
Annual Value or Total Payment: The Sheriffs Office will pay a total of $214,183.00
for the seven vehicles.
❑ Insurance Certificate Received (check box)
Insurance Expiration Date:
Check all that apply:
El RFP, Solicitation or Bid Process
® Informal quotes (<$150K)
❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
Funding Source: (Included in current budget? ® Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Is this a Grant Agreement providing revenue to the County? 0 Yes ® No
Departmental Contact and Title: Erik Utter, Captain
Sheriff's Approval:
Phone #: (541) 617-3368
Distribution of Document: Please call Julie Lovrien, Sheriffs Office Administrative
Assistant, x 4857, when the document is ready for pick-up.
Official Review:
County Signature Required (check one): ® BOCC ❑ Department Director (if <$25K)
0 Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. )
Legal Review Date 5"// 41 11 if
Document Number 2014-426
For Recording Stamp Only
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2014-426
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Sheriffs
Department (County) and Wright Ford (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be the date on which each party
has signed this Contract. Unless extended or terminated earlier in accordance with its terms, this Contract shall
terminate when County accepts Contractor's completed performance. 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 - 0 5 Sc (oyQ
Is Contractor a nonresident alien? ❑Yes ❑ No
Business Designation (check one): ❑ Sole Proprietorship
0 Corporation -for profit ❑ Corporation -non-profit
0 Partnership
0 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.
Signature Title
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 maximum
consideration greater than $25,000 but Tess 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 /V14 ofAliA.phi: , 20N Dated this of , 20_
DESCHUTES fie UNTY SH RI F
LARRY BL
Personal Services Contract No. 2014-426
TAMMY BANEY, Chair, County Commissioner
ANTHONY DEBONE, Vice Chair, County Commissioner
ALAN UNGER, County Commissioner
Q EWED fret
DESCHUTES COUNTY SHERIFF'S OFFICE
CONTRACT FOR THE
PURCHASE OF GOODS
CONTRACT NO. 2014-426
This Contract is between Deschutes County ("County"), by and through its Sheriff's Office, and Wright
Ford ("Contractor"). This Contract is effective on the date it has been signed by all parties and all required
County approvals have been obtained. This Contract expires on the date all warranties have expired or
the date Contractor has completed delivery of all Goods and Services in accordance with the
requirements of this Contract, as determined by County.
Contractor agrees to sell, and County agrees to purchase, Goods and Services for the benefit of County
subject to the following terms and conditions:
RECITAL
This Contract is for the purchase of the following: Four 2015 Ford Expeditions 4x4 XL for the Sheriff's
Office Patrol Division, two 2015 Ford F250 4x4 Crew Cab trucks for the Sheriff's Office Special Services
Division and one 2014 Ford F150 4x4 crewcab for the Patrol Division.
1. DEFINITIONS.
A. "Goods" means the goods specified in attached Exhibit A.
B. "IRS" means the Internal Revenue Service.
C. "Services" means the services, if any, that are incidental to the purchase of Goods and that
Contractor is required to perform under section 2.
D. "Specifications" means the specific attributes of Goods and Services described in section 3
2. REQUIRED GOODS, SERVICES, PRICING AND DELIVERY SCHEDULE.
Contractor shall deliver to County the following Goods and Services for the prices specified in this
section 2.
A. GOODS.
Description and Quantity:
Four 2015 Ford Expeditions 4x4 XL Described in attached Exhibit A.
Price: $30,693.00 each; $122,772.00 for the four.
Two 2015 Ford F250 4x4 Crew Cab trucks described in attached Exhibit B.
Price $30,894.00 each; $61,788.00 for the two.
One 2014 Ford F150 4x4 crewcab described in attached Exhibit C.
Price $29,673.00
Total for the seven vehicles: $214,183.00
�c•
Contractor shall not deliver unless and until written notice is provided by County.
Page 1 of 10 Contract 2014-426
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6. SERVICES.
TRAINING: Contractor shall train to County's satisfaction the individuals identified by County in
the operation, adjustment, repair and maintenance of Goods delivered under this Contract.
C. DELIVERY.
Contractor shall deliver Goods to a destination specified by the Sheriff's Office. Contractor
shall retain the risk of loss of Goods until County accepts Goods in accordance with section
4.D.
3. SPECIFICATIONS.
Contractor shall deliver all Goods and Services specified in section 2 in accordance with this section 3.
Contractor's failure to deliver Goods and Services in accordance with the provisions of this Contract is a
material breach of this Contract.
A. GENERAL PROVISIONS.
i. NON-COMPLIANCE. If any Goods or component parts are recalled by a regulatory body or
the manufacturer, or discovered by Contractor not to comply with applicable regulatory
standards or the Specifications, Contractor shall immediately notify County of the recall or non-
compliance, and shall provide copies of the recall notice or notice of non-compliance, as
applicable, and all other supporting documentation for the recall or non-compliance
determination. County may elect to (a) reject Goods in whole or in part, or (b) revoke its
acceptance of Goods in whole or in part. If County rejects Goods or revokes its acceptance of
Goods, Contractor shall remove the particular Goods from County's possession as provided in
section 4.D.iv at no cost to County and shall reimburse County for all payments made for those
Goods.
ii. STANDARD COMPONENTS. Unless specified otherwise in this section 3, Specifications,
Contractor shall provide Goods with all components and accessories that the manufacturer lists
as "standard" for Goods.
iii. NECESSARY COMPONENTS. Unless specified otherwise in this section 3, Specifications,
Contractor shall include all components, hardware and parts necessary for complete and
proper assembly, installation and operation of Goods.
iv. NEW AND UNUSED GOODS. Unless specified otherwise in this section 3, Specifications,
Contractor shall deliver Goods that are new, unused and produced from current production
inventory. Contractor shall provide Goods manufactured from only those components that the
manufacturer offers in the manufacturer's current parts catalogue for Goods.
4. TERMS AND CONDITIONS.
A. PAYMENT.
i. County's Payment. County shall pay Contractor for Goods delivered and Services performed
at the prices and rates specified in section 2. Contractor shall look solely to County for
payment of all amounts County owes to Contractor. Contractor shall not be compensated by
any department of County other than County for Goods delivered or Services performed.
ii. If Contractor is a nonresident alien as defined in 26 USC § 7701(b)(1)(B), then Contractor
shall, upon execution of this Contract, deliver to County a completed and signed W-8
form, 8233 form, or W-9 form, as applicable, from the IRS, as evidence that County is not
Page 2 of 10 Contract 2014-426 8/1/2014
required by 26 USC 1441 to withhold part of Contractor's payment. Such forms are currently
available at httq://www.irs.Aov. County may withhold payments to Contractor pending County's
receipt from Contractor of the applicable, completed and signed form. If County does not
receive the applicable, completed and signed form from Contractor, or if the IRS provides notice
to County that Contractor's information on the form provided is incorrect, County will
withhold as federal income tax 30% of all amounts County owes to Contractor under this
Contract.
iii. Funds Available and Authorized; Payments. Contractor understands and agrees that
County's payment of amounts under this Contract is contingent on County receiving funding,
appropriations, limitations, allotments or other expenditure authority at levels sufficient to allow
County, in the exercise of its reasonable administrative discretion, to make payments under this
Contract. Provided however, County shall pay Contractor for Goods and Services delivered
prior to receipt of notice of non -appropriation.
B. INVOICES.
i. Contractor shall send invoices to County no more often than monthly after County's
acceptance in accordance with section 4.D of Goods delivered under this Contract. Contractor
shall send invoices to County for completed Services no more often than monthly.
ii. Contractor shall send all invoices to the County mailing address specified in section 5 or to
any other address that County may indicate in writing to Contractor. Contractor shall include in
each invoice:
• The Solicitation number if any, the Contract number if any;
• The quantity of Goods ordered, the quantity of Goods delivered, the date Goods
were delivered, the price per unit, if applicable;
• A detailed description of Services performed, including the name or names of the
individuals who performed Services and prepared the deliverables to which the
invoice applies, the dates Services were performed, all deliverables delivered during
the period of the invoices, the rate or rates for Services performed, and the total cost
of Services
• Itemization and explanation of all expenses for which Contractor claims
reimbursement authorized under this Contract; and
• The total amount due and the payment address.
C. MOST FAVORABLE PRICES AND TERMS.
Contractor represents and warrants that all prices, terms and benefits offered by Contractor under
this Contract are equal to or better than the equivalent prices, terms and benefits being offered by
Contractor to any other state or local governmental entity or commercial customer.
i. If during the term of this Contract Contractor enters any contract, agreement or arrangement
that provides lower prices, more favorable terms or greater benefits to any other state or local
governmental entity or commercial customer, Contractor shall provide the same price or prices,
terms and benefits to County. The prices, terms and benefits shall be effective as of the date
Contractor made the more favorable terms or greater benefits available to any other state or
local governmental entity or commercial customer. This provision applies to comparable goods
and services and to purchase volumes by County that are not less than the purchase volumes
of the state or local governmental entity or commercial customer that has received the lower
prices, greater benefits or more favorable terms.
ii. Section 4.C.i does not apply to Contractor's donations of comparable goods and services to
charitable, nonprofit or governmental entities if the donations are recognized as donations and
are deductible under the federal Internal Revenue Code. These donations are not considered
Page 3 of 10 Contract 2014-426 8/1/2014
contracts, agreements or arrangements with other state or local governmental entities or
commercial customers for purposes of section 4.C.i.
D. ACCEPTANCE, REJECTION AND REVOCATION OF ACCEPTANCE.
i. ACCEPTANCE. County shall test if County, in its sole discretion deems testing necessary,
inspect and either accept or reject Goods delivered within fourteen (14) calendar days from the
date Contractor delivers Goods to County. If County does not provide written notice of
acceptance or rejection of Goods to Contractor within fourteen (14) calendar days following the
date of delivery of Goods, County is deemed to have accepted Goods.
ii. REJECTION. If County rejects Goods, then County's written notice of rejection shall, at a
minimum, itemize the apparent defects and include:
a. a description of nonconformance between Goods delivered and the required
Specifications and warranties (including any variance from demonstrations or sample
characteristics of Goods if Contractor provided demonstrations or samples);
b. a description of any other nonconformance of Goods (including late delivery); and
c. a statement indicating whether Contractor may cure the nonconformance and if so, the
method by which and time period within which Contractor may cure.
iii. REVOCATION OF ACCEPTANCE. Notwithstanding County's acceptance of Goods under
section 4.D.i County may revoke its acceptance of Goods for nonconformance with the
Specifications. If County revokes acceptance of Goods, County shall deliver a written notice of
revocation of acceptance to Contractor that includes the same information required for a written
notice of rejection under section 4. D. ii.
iv. EFFECT OF REJECTION OR REVOCATION OF ACCEPTANCE. If County rejects Goods
or revokes its acceptance of Goods, Contractor shall refund all payments County has made to
Contractor for those Goods and shall, at no cost to County, remove Goods from County's
possession within nine (9) calendar days following the later of the date of County's notice of
rejection, the date of County's notice of revocation of acceptance, or the date of Contractor's
failure to cure if cure is permitted. Nothing contained in this section 4.D precludes County from
pursuing any remedies to which either may be entitled upon rejection or revocation of
acceptance of Goods or otherwise under this Contract.
E. OTHER REPRESENTATIONS AND WARRANTIES.
All express and implied warranties that are applicable to goods under ORS Chapter 72 apply to
Goods delivered under this Contract. Contractor represents and further warrants that:
i. Contractor has the authority to enter into and perform in accordance with this Contract, and
that this Contract, when executed and delivered, is a valid and binding obligation of Contractor
that is enforceable in accordance with its terms;
ii. All Goods delivered to County are new, unused, current production models
and are free from defects in materials, design and manufacture for the duration of the warranty
period specified in section 3 ("Warranty Period"). Contractor further represents and warrants
that all Goods meet or exceed all Specifications;
iii. All Goods delivered shall comply with all applicable federal health and safety standards.
iv. 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
Page 4 of 10 Contract 2014-426 8/1/2014
and perform Services in a timely, professional and workmanlike manner in accordance with
standards applicable to Contractor's industry, trade or profession; and
v. Contractor is, and shall be at all times during the term of this Contract, qualified,
professionally competent and duly licensed to perform Services.
The warranties specified in this section 4.E are in addition to, and not in lieu of, any other
warranties provided in this Contract. All warranties are cumulative and shall be interpreted
broadly to give County the greatest warranty protection available.
F. MANUFACTURER WARRANTIES.
At no charge to County, Contractor shall transfer or cause the transfer of all manufacturers'
warranties for Goods and component parts, if any, to the County for County's benefit when
Contractor delivers Goods to County. If a conflict or inconsistency exists between a manufacturer's
warranty and Contractor's warranty, the warranty that provides the greatest benefit and protection
to County shall prevail.
G. COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS.
i. Contractor shall comply with all federal, state and local laws, regulations, and ordinances
applicable to this Contract or to Contractor's obligations under this Contract, as they may be
adopted or amended from time to time.
ii. County's performance under this Contract is conditioned upon Contractor's compliance with
the obligations intended for contractors under ORS 2796.220, 279B.225 (if applicable to this
Contract), 279B.230 and 279B.235 (if applicable to this Contract), and Deschutes County Code
Chapter 2.37.150, all of which are incorporated into this Contract by reference. Contractor
shall, to the maximum extent economically feasible in the performance of this Contract, use
recycled paper (as defined in ORS 279A.010(1)(ee)), recycled PETE products (as defined in
ORS 279A.010(1)(hh)), and other recycled plastic resin products and recycled products (as
"recycled product" is defined in ORS 279A.010(1)(ii)).
H. TIME IS OF THE ESSENCE.
Contractor agrees that time is of the essence in the performance of this Contract.
I. FORCE MAJEURE.
Neither County nor Contractor shall be responsible for any failure to perform or for any delay in the
performance of any obligation under this Contract caused by fire, riot, acts of God, terrorism, war, or
any other cause which is beyond the delaying or breaching entity's reasonable control. Contractor
shall make all reasonable efforts to eliminate the cause of Contractor's delay or breach and shall,
upon elimination of the cause, continue performing under this Contract. County may terminate this
Contract upon written notice to Contractor after reasonably determining that this delay or breach
could likely prevent successful performance of this Contract.
J. ASSIGNMENT OF ANTITRUST RIGHTS.
I. Contractor irrevocably assigns to county any claim for relief or cause of action which
contractor now has or which may accrue to contractor in the future by reason of any violation of
15 USC. § 1-15 or ORS 646.725 or ORS 646.730, in connection with any goods or services
provided to contractor for the purpose of carrying out contractor's obligations under this
contract, including, at county's option, the right to control any such litigation on such claim for
relief or cause of action.
ii. Contractor shall require any subcontractors hired to perform any of contractor's duties under
this contract to irrevocably assign to county, as third party beneficiary, any right, title or interest
Page 5 of 10 Contract 2014-426 8/1/2014
that has accrued or which may accrue in the future by reason of any violation of 15 USC § 1-15
or ORS 646.725 or ORS 646.730, in connection with any goods or services provided to the
subcontractor for the purpose of carrying out the subcontractor's obligations to contractor in
pursuance of this contract, including, at county's option, the right to control any such litigation
on such claim for relief or cause of action.
K. EVENTS OF BREACH.
i. Breach by Contractor. Contractor breaches this Contract if:
a. 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;
b. Contractor no longer holds a license or certificate that is required for Contractor to
perform its obligations under this Contract and Contractor has not obtained the required
license or certificate within fourteen (14) calendar days after delivery of County's notice of
breach or a longer period as County may specify in its notice; or
c. Contractor commits any material breach of any covenant, warranty, obligation or
certification under this Contract, and Contractor fails to cure its breach within fourteen (14)
calendar days after delivery of County's notice of breach or within a longer period as
County may specify in its notice.
ii. Breach by County. County breaches this Contract if:
a. County fails to pay Contractor any amount pursuant to the terms of this Contract, and
County fails to cure this failure within fourteen (14) business days after delivery of
Contractor's notice of breach or within a longer period as Contractor may specify in its
notice; or
b. County commits any material breach of its obligations under this Contract, fails to
perform its obligations hereunder within the time specified or any extension thereof, and
fails to cure its failure within fourteen (14) calendar days after delivery of Contractor's notice
of breach or a longer period as Contractor may specify in its notice.
L. REMEDIES.
i. County's Remedies. If Contractor is in breach under section 4.K.i, then in addition to the
remedies afforded elsewhere in this Contract, County shall be entitled to recover for any and all
damages suffered as the result of Contractor's breach of this Contract, including but not limited
to direct, indirect, incidental and consequential damages, as provided in ORS Chapter 72.
County may, at its option, pursue any or all of the remedies available under this Contract and at
law or in equity, including, but not limited to:
a. Termination of this Contract under section 4.N.ii;
b. Withholding all amounts Contractor has invoiced for Goods and Services that Contractor
is obligated to but has failed to deliver or perform within any scheduled completion dates or
has performed inadequately or defectively;
c. Initiation of an action or proceeding for damages, specific performance, declaratory or
injunctive relief; or
d. Exercise of the right of setoff and withholding amounts otherwise due and owing to
Contractor in an amount equal to County's setoff right, without penalty.
Page 6 of 10 Contract 2014-426 8/1/2014
These 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. If Contractor is found to not be in breach under section 4.L.i, the rights and
obligations of the parties shall be the same as if this Contract was terminated pursuant to
section 4.N.ii.a.
ii. Contractor's Remedies. If County terminates this Contract for convenience under section
4.N.ii.a, or if County is in breach under section 4.K.ii and whether or not Contractor elects to
exercise its right to terminate this Contract under section 4.L.iii, Contractor's sole remedy is a
claim against County for the unpaid price for any Goods delivered and accepted by County less
any claims County has against Contractor and is as follows for unpaid Services completed and
accepted by County:
a. For Services compensable on an hourly basis, a claim against County for unpaid
invoices, hours worked but not yet invoiced, and authorized expenses for Services
completed and accepted by County Tess any claims County has against Contractor.
b. For deliverable -based Services, a claim against County for the amount specified for
completing the deliverable multiplied by the percentage of Services completed and
accepted by County, less previous amounts paid and the amount of any claims County has
against Contractor.
If previous amounts paid to Contractor for Goods and Services exceed the amount due to
Contractor under this section 4.L.ii, Contractor shall pay the excess amount to County immediately
upon written demand.
M. ARBITRATION REQUIRED AND ATTORNEYS' FEES.
The parties agree to use reasonable efforts to comply with all terms of this agreement. The parties
agree to use reasonable efforts to resolve disputes between themselves. Any dispute or claim that
arises out of or that relates to this agreement cannot be resolved by the parties, or to the
interpretation, breach, or default thereof, or to the existence, scope or validity of this agreement or
the arbitration agreement, shall be resolved by arbitration in accordance with the then arbitration
rules of and by filing a claim with Arbitration Service of Portland, Inc., and judgment upon the award
rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. In the
event suit or action is brought, or an arbitration proceeding is initiated, to enforce or interpret any of
the provisions of this agreement, or that arise out of or relate to this agreement, the prevailing party
shall be entitled to reasonable attorney's fees in connection therewith. The determination of who is
the prevailing party and the amount of the reasonable attorney's fees to be paid to the prevailing
party shall be decided by the arbitrator(s), with respect to attorney's fees incurred prior to and
during the arbitration proceedings, and by the court or courts, including any appellate court, in
which such matter is tried, heard, or decided, including a court that hears a request to compel or
stay litigation or that hears any exceptions or objections to, or requests to modify, correct, or vacate,
an arbitration award submitted to it for confirmation as a judgment.
N. TERMINATION.
i. MUTUAL CONSENT. The Contract may be terminated at any time by mutual written consent
of the parties.
ii. County:
a. County may, at its sole discretion, terminate the Contract for its convenience upon 30
days written notice to Contractor.
Page 7 of 10 Contract 2014-426 8/1/2014
b. County may, in its sole discretion, terminate this Contract, immediately upon notice to
Contractor, or at a later date as County may establish in its notice, upon the occurrence of
any of the following events:
1. County fails to receive funding, appropriations, limitations, allotments or other
expenditure authority at levels sufficient to allow County, in the exercise of its
reasonable administrative discretion, to make payments under this Contract. In the
event County does fail to receive funding to complete the contract, Contractor shall be
paid for all work completed as of the date set in the notice.
2. Federal or state laws, regulations, or guidelines are modified or interpreted in a way
that either the purchase of Goods or Services, or both, by the County under this
Contract is prohibited, or the County is prohibited from paying for Goods or Services, or
both, from the planned funding source; or
3. Contractor commits any material breach of this Contract.
Contractor shall stop performance under this Contract as directed by County in any written notice of
termination delivered to Contractor under this section 4.N.ii.
iii. CONTRACTOR. Contractor may terminate this Contract immediately upon written notice to
County, or at a later date as Contractor may establish in its notice, if County is in breach under
section 4.Kii.
0. NOTICES.
All notices required under this Contract shall be in writing and addressed to the party's authorized
representative. For County, the authorized representative is the County contact person identified in
section 8. Contractor's authorized representative is the contact person identified in section 5..
Mailed notices are deemed received five (5) days after the post mark date when properly
addressed and deposited prepaid into the U.S. postal service. Faxed notices are deemed received
upon electronic confirmation of successful transmission to the designated fax number. Notices
delivered by personal delivery are deemed received when delivered to the address specified for the
receiving party's authorized representative.
P. GOVERNING LAW.
The Contract is governed by and construed in accordance with the laws of State of Oregon without
regard to principles of conflicts of laws. To the extent not modified by the terms of this Contract, the
Uniform Commercial Code as codified in ORS Chapters 71 and 72 governs Goods under this
Contract. The applicability of the UN Convention on Contracts for the International Sale of Goods is
hereby expressly waived by the parties, and it does not apply to this Contract.
Q. SURVIVAL:
In addition to all provisions which by their nature extend beyond the Contract termination or full
performance, the following provisions shall remain in effect beyond any Contract termination or full
performance: sections 1, 3, 4.A, 4.D, 4.E, 4.F, 4.J, 4.K, 4.M, 4.N, 4.0, 4.Q, 4.R and 4.S.
R. SEVERABILITY.
If a court of competent jurisdiction declares any provision of this Contract to be illegal or otherwise
invalid, 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 provision held to be invalid.
Page 8 of 10 Contract 2014-426 8/1/2014
S. MERGER CLAUSE; AMENDMENT; WAIVER.
This Contract constitutes the entire agreement between the parties on the subject matter thereof.
There are no understandings, agreements or representations, oral or written, not specified herein
regarding this Contract. This Contract may be amended to the extent permitted by applicable
statutes and administrative rules. For Anticipated Amendments, this Contract may be amended
only in accordance with and to the extent provided in the Solicitation, if any, and this Contract, in
accordance with OAR 125-246-0560. No waiver, consent or amendment of terms of this Contract
shall bind either party unless in writing and signed by County and Contractor, and all necessary
approvals have been obtained. Waivers and consents shall be effective only in the specific instance
and for the specific purpose given. The failure of County to enforce any provision of this Contract
shall not constitute a waiver by County of that or any other provision.
5. CERTIFICATIONS AND SIGNATURE OF CONTRACTOR'S AUTHORIZED REPRESENTATIVE.
THIS CONTRACT MUST BE SIGNED IN INK BY AN AUTHORIZED REPRESENTATIVE OF THE
CONTRACTOR.
The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:
A. The undersigned is a duly authorized representative of Contractor, has been authorized by
Contractor to make all representations, attestations, and certifications contained in this Contract
and to execute this Contract on behalf of Contractor;
B. The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best
of the undersigned's knowledge, not in violation of any Oregon Tax Laws. For purposes of this
certification, "Oregon Tax Laws" means a state tax imposed by ORS 401.792 to 401.816 (Tax For
Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax),
317 (Corporation Excise Tax), 318 (Corporation Income Tax), 320 (Amusement Device and
Transient Lodging Taxes), 321 (Timber and Forestland Tax), 323 (Cigarettes and Tobacco Products
Tax), and the elderly rental assistance program under ORS 310.630 to 310.706; and any local
taxes administered by the Department of Revenue under ORS 305.620.
C. To the best of the undersigned's knowledge, Contractor has not discriminated against and will
not discriminate against minority, women or emerging small business enterprises certified under
ORS 200.055 in obtaining any required subcontracts.
D. Contractor and Contractor's employees and agents are not included on the list titled "Specially
Designated Nationals and Blocked Persons" maintained by the Office of Foreign Assets Control of
the United States Department of the Treasury and currently found at
http://www.treas.govloffices/enforcement/ofac/sdn/t11 sdn.pdf;
E. Contractor's Federal Employee Identification Number or Social Security Number specified below
is correct;
F. Contractor is bound by and will comply with all requirements, terms and conditions contained in
this Contract and will provide Goods and Services in accordance with the Specifications; and
G. Contractor is / X is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check
one). See section 4.A. ii.
Page 9 of 10 Contract 2014-426 8/1/2014
SIGNATURE OF CONTRACTOR'S AUTHORIZED REPRESENTATIVE
Contractor (print Contractor's name): Wright Ford
Authorized Signature:
Title:
Date:
FEIN ID# or SSN# (required):
Contractor's Contact Person (Type or Print): Tom Wright
Contact Telephone Number: 541-548-2138
Contact Fax Number: 541-504-3347
Mailing Address: 1835 S Hwy 97
Redmond, OR 97756
SIGNATURE OF COUNTY'S AUTHORIZED REPRESENTATIVE
Deschutes County accepts Contractor's offer and awards this Contract to Contractor for Goods and
Service described in this Contract.
Deschute County a tin ► by and throu
Larry B
Date: 4/))/0/ LI
Erik Ut er, Captain
Date: r6 "l
County's Contact Person (Type or Print): Pete Martin
Contact Telephone Number: (541) 388-6537
Fax Number: (541) 388-0793
County Mailing Address: Deschutes County Sheriff's Office
63333 W Hwy 20
Bend, OR 97701
For Deschutes County:
Tom Anderson, County Administrator
Date:
Page 10 of 10
Contract 2014-426 8/1/2014