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Doc 006 - Clerk Recording Software Agrmt
Deschutes County Board of Commissioners l300 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 February 27, 2012 Please see directions for completing this document on the nextpage. DATE: February 13, 2012 FROM: Nancy Blankenship Clerk's office 541-388-6544 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document No. 2012 -006, Helion Software, Inc. personal services contract for County Clerk recording software. PUBLIC HEARING ON THIS DATE? No. BACKGROUND AND POLICY IMPLICATIONS: Deschutes County Clerk's office has been a Helion Software, Inc., customer since early 2001. The primary software products and support include document management for land records, licensing of marriage applications, and flexible Point of Sale Cashier Management systems. The recording software is integrated with the Assessor's software (ORCATS), which is also a Helion application. Helion's ability to seamlessly share the intricate data between the Assessor and Clerk's offices has allowed the Clerk's office to serve as Clerk for the Board of Property Tax Appeals in an ever increasingly efficient manner. Since choosing and implementing Helion software over 10 year ago, Deschutes County Clerk's office has been able to recreate a digital record easily accessible by county staff, management and public consumers. Additionally, Deschutes was able to retain the same level of FTE throughout one of Deschutes County's fastest growth periods. One reason for this recognized success is because of Helion's software and support. FISCAL IMPLICATIONS: This service has been budgeted in FY 11-12. RECOMMENDATION & ACTION REOUESTED: Move approval of Board Signature of Document No. 2012-006, Helion Software, Inc., personal services contract for County Clerk recordings software. ATTENDANCE: Nancy Blankenship, Deschutes County Clerk DISTRIBUTION OF DOCUMENTS: Return all copies to Deschutes County Clerk Nancy Blankenship for distribution. 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: IFebruary 13, 20121 Department: ICler~ Contractor/Supplier/Consultant Name: Helion Software, Inc. Contractor Contact: Murra Giesbrecht Contractor Phone #: 1503)1 1362-939~ Type of Document: Personal Services Contract Goods and/or Services: Helion Software Inc is a local, Oregon-based software development and consulting company specializing in imaging solutions and local government products. They offer service and support primarily to county governments who are customer-driven. Their primary software products and support include: document management for land records, licensing of marriage applications, and tlexible Point of Sale Cashier Management systems. Helion also provides a software module called "ActiveDox" which provides for indexing, imaging and archiving of non-real property records which Deschutes County Clerk's office use for election and commissioners' journal records. Several recent software developments include eRecording, auto-indexing, auto-redaction and website design. Background & History: Deschutes County Clerk's office has been a Helion customer since early 2001 using all of the above applications. The recording software is integrated with the Assessor's software (ORCATS), which is also a Helion application. Helion's ability to seamlessly share the intricate data between the Assessor's and Clerk's offices has allowed us to serve as Clerk for the Board of Property Tax Appeals in an ever-increaSing efficient manner. Since choosing and implementing Helion software over 10 year ago, Deschutes County Clerk's office has been able to recreate a digital record easily accessible by county staff, management and public consumers. Additionally, Deschutes was able to retain the same level of FTE throughout one of Deschutes County's fastest growth periods. One reason for this recognized success is because of Helion's software and support. The Notice of Intent to Award Contract was published on Friday, February 17, 2012 in the Bend Bulletin subject to DCC 2.37.040 (C). Any firm or person who believed they were adversely affected or aggrieved by the intended award of contract was given seven (7) calendar days after the publishing of this Notice to submit a written protest. Agreement Starting Date: 12-1-20121 Ending Date: 101-31-2017 Annual Value or Total Payment: \$550,000 total paymen~ 2/13/2012 D Insurance Certificate Receiied (cleck box) Insurance Expiration Date: Check all that apply: D RFP, Solicitation or Bid Process D Informal quotes «$150K) [8J Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37) Funding Source: (Included in current budget? [8J Yes 0 No If No, has budget amendment been submitted? DYes D No Is this a Grant Agreement providing revenue to the County? DYes [8J 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 D No Contact information for the person responsible for grant compliance: Name: Phone#: Departmental Contact and Title: Nancy Blankenship, County Clerk Phone #: 541-388-6544 Department Director Approval: ~ 2-1'1 .2£iI</ S~n Da~ Distribution of Document: Return all signed copies to the County Clerk for distribution. Official Review: / County Signature Required {check one)~OCC D Department Director (if <$25K) ) 2/13/2012 Deschutes County Clerk's office Recording Software Findings for Exemption for Sole Source Authority to exempt contract from competitive bidding: ORS 279B.275 and the Deschutes County Code ("DCC") 2.37.040{C) authorize the Board of County Commissioners ("BOCC"), acting as the local contract review board, to exempt certain personal services contracts from competitive bidding upon approval of appropriate findings. Pursuant to DCC 2.37.040(C), public contracts may be exempted from the competitive bidding requirements if: 1/(1) that the efficient utilization of existing goods requires the acquisition of compatible goods or services; (2) that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source; (3) that the goods or services are for use in a pilot or experimental project; or (4) other findings that support the conclusion that the goods or services are available from only one source." Background: Helion Software Inc is a local, Oregon-based software development and consulting company specializing in imaging solutions and local government products. They offer service and support primarily to county governments who are customer-driven. Their primary software products and support include: document management for land records, licensing of marriage applications, and flexible Point of Sale Cashier Management systems. Helion also provides a software module called IIActiveDox" which provides for indexing, imaging and archiving of non-real property records which Deschutes County Clerk's office use for election and commissioners' journal records. Several recent software developments include eRecording, auto-indexing, auto-redaction and website design. Helion Software and its representatives are active members and participants in various industry associations and conferences including: o Association of Oregon County Clerks o NACRC (National Association of County Recorders, Election Officials and Clerks) o PRIA (Property Records Industry Association) Deschutes County Clerk's office has been a Helion customer since early 2001 using all of the above applications. The recording software is integrated with the Assessor's software (ORCATS), which is also a Helion application. Helion's ability to seamlessly share the intricate data between the Assessor's and Clerk's offices has allowed us to serve as Clerk for the Board of Property Tax Appeals in an ever-increasing efficient manner. Since choosing and implementing llPage -R cording 5 flwar., Findings for Exemption for Sole Sourc(; Helion software over 10 year ago, Deschutes County Clerk's office has been able to recreate a digital record easily accessible by county staff, management and public consumers. Additionally, Deschutes was able to retain the same level of FTE throughout one of Deschutes County's fastest growth periods. One reason for this recognized success is because of Helion's software and support. Notice ofthe intent to award this contract as a "sole-source' procurement as allowed by ORS 279B.075 and DCC 2.37.040(C) was published in The Bulletin on Friday, February 17, 2012, which is seven days prior to the presentation of the contract to the BOCC in a public meeting for approval and signature. Findings: • Helion has over 10 years of servicing a majority of Oregon o 27 counties in Oregon • Helion has expert knowledge in mandated services required by Oregon law related to Oregon County Clerks' document storage and retrieval responsibilities o Real property recording o Marriage licenses o Domestic partnership o Board of Property Tax Appeals • Helion provides integrated software services between county departments o Assessor's office • Migration away from Helion would create enormous replacement costs to county o Software o Hardware o Staff training Because of the above, continuing with Helion and its integrated software systems is an efficient utilization of existing services. If the Clerk had to engage the services of any other vendor, the Clerk's office would likely have an increase in costs for the installation and staff training for the new software. Also, the staff time to learn the new software would create less time for the staff to spend on customer service in an office that is already at the bare minimum needed to complete all the work required of a county clerk's office. Additionally, the Clerk's office would risk possible interruption in the services to the public because of the transition issues that would most likely occur as the office transitions to new software. Furthermore, because Helion provides the software for the Assessment and Taxation functions and the Clerk's Helion software is integrated and communicates with the Assessment and Taxation software, it is doubtful that recording software from any other vendor could or would be able to provide that integration. As a result, the Helion software is the only source that would provide the appropriate efficiencies of service and costs. Therefore, the BOCC should award this contract to Helion Software Inc. 21Page Rec()rding Software Findings for Exempti n for Sole Sour(.<: NOTICE OF INTENT TO AWARD CONTRACT Document Recording Software for Deschutes County Clerk's office On February 27,2012, the Board of County Commissioners of Deschutes County, Oregon, will consider exempting the document recording software contract from competitive bidding and awarding the contract to Helion Software, Inc. This Notice of Intent to Award Contract is issued pursuant to Oregon Revised Statutes 279B.275 and the Deschutes County Code ("DCC") 2.37.040(C) authorizing the Board of County Commissioners, acting as the local contract review board, to exempt certain personal services contracts from competitive bidding upon approval of appropriate findings. This Notice is being published in the Bend Bulletin seven days prior to the presentation of the contract to the Board of County Commissioners in a public meeting. Any firm or person who believes that they are adversely affected or aggrieved by the intended award of contract set forth in this Notice may submit a written protest within seven (7) calendar days after the publishing of this Notice of Intent to Award Contract to the Board of County Commissioners of Deschutes County, Oregon, at the below address. The seven (7) calendar day protest period will expire at 5:00 PM on Friday, February 24, 2012. Any protest must be in writing and specify any grounds upon which the protest is based. If a protest is filed, a hearing will be held at 10:00 a.m. on Monday, February 27,2012 before the Board of County Commissioners of Deschutes County Oregon, acting as the Contract Review Board, in the Deschutes County Services Center, 1300 NW Wall Street, Suite 200, Bend, Oregon 97701-1960. If no protest is filed within the protest period, the Board of County Commissioners awards this contract to Helion Software Inc. upon approval of appropriate findings, unless the Board of County Commissioners, for good cause, rescinds this Notice before the expiration of the protest period. Any questions regarding this Notice of Intent to Award Contract, or the procedures under which the County is proceeding, please contact Deschutes County Legal Counsel Bend, OR 97701, Telephone (541) 388-6625 or FAX (541) 383-0496. Publish: Bend Bulletin -one time only on Friday, February 17, 2012 For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2012 • 006 This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Clerk's Office (County) and Helion Software Inc. (Contractor). The parties agree as follows: Effective Date and Tennlnation Date. The effective date of this Contract shall be February 1, 2012 or the date, on which each party has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed performance or on January 31, 2017, 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, 6, 7 and 8. . CONTRACTOR DATA AND SIGNATURE Contractor Address: 4275-C;tlflJff1#"c.. .·:d s+, s+e. ISO; ~t'/>1. 0(2.. q 1302 Federal Tax ID# or Social Security #: 93 -1;2 ? J 3 7 , Is Contractor a nonresident alien? DYes 129 No Business Designation (check one): 0 Sole Proprietorship D Partnership ~Corporation-for profit 0 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 . . ~ Pres;J_i Signa,tyre ~ Title I /:/V/ V e rA.." c.1~sr-ec 2. (5 ~ol'Z- Name (pleasetPrint) 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 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 Z JS.!: of r:/tI;r.~ , 2012 Dated this of . 2012 DES~LERK ANTHONY DeBONE, Chair, County Commissioner ALAN UNGER, Vice-Chair, County Commissioner TAMMY BANEY, County Commissioner Page 1 of 18 -Personal Services Contract No. 2012 -006 DC-201l-QOt) 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 individuaUy 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 any time. b. PartY's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. Page 2 of 18 -Personal Services Contract No. 2012 -006 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. 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 shaH 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 18 -Personal Services Contract No. 2012 -006 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 aU 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 Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to Page 4 of 18 -Personal Services Contract No. 2012 -006 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. 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. 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. 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 Contractors books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. Page 5 of 18 -Personal Services Contract No. 2012 -006 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 Contractor's 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 the exclusive property of County. a. County and Contractor intend that such Work Product be deemed "work made for hire" of which County shall be deemed author. b. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. . c. Contractor shall execute such further documents and instruments as County may reasonably request in order to fully vest such rights in County. d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. e. County shall have no rights in any pre-existing work product of Contractor provided to County by Contractor in the performance of this Contract except an irrevocable, non-exclusive, perpetual, royalty free license to copy, use and re-use any such work product for County use only. f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed work products, reports or documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract. g. In the event that Work Product is deemed Contractor's Intellectual Property and not ·work made for hire,· Contractor hereby grants to County an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on County's behalf. h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County's behalf and in the name of the County, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on County's behalf. 19. 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://web.deschutes.orgldccode/Title2IhtmIlChapter2.37.htm. 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 Page 6 of 18 -Personal Services Contract No. 2012 -006 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 privllege. 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 from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. 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. 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. 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 number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the deSignated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to the County Administrator. 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* Nancy Blankenship Helion Software Inc. Deschutes County Clerk 4275 Commercial St. S.E., Building 2, Suite 180 1300 NW Wall Street. Suite 202 Salem. OR 97302 Bend. Oregon 97701 Fax No. (503) 584-0608 Fax No. 541-383-4424 27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. Page 7 of 18 -Personal Services Contract No. 2012 -006 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 wel~informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession; 4) Contractor shall. at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; 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 Page 8 of 18 -Personal Services Contract No. 2012 -006 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012-006 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: a. Contractor's obligations are as described in Exhibit 7. 2. County Services. County shall provide Contractor, at county's expense, with material and services described as follows: a. County's obligations are as described in Exhibit 7 and 8. 3. Consideration. a. County shall pay Contractor on a fee-for-service basis at the rate of: Exhibit 7, Section 1: Recording, Auto Indexing and ActiveDox: $56,613 for FY 2012, paid annually Board of Property Tax Appeals (Sopta): $4,060 for FY 2012, paid annually Exhibit 7, Section 6: eRecording: no cost Optional Services: Auto Film Creation: if purchased prices listed in Exhibit 7, Section 6.02 Auto Redaction: if purchased prices listed in Exhibit 7, Section 6.03 ActiveOox, Optical Character Recognition: if purchased prices listed in Exhibit 7, Section 6.04 Price adjustments for all the above, described in Exhibit 7, Section 7, Support Cost Increases b. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 5 DYES • NO [Check one] 4. The maximum compensation. a. The maximum compensation under this contract, including allowable expenses, is $550,000. b. Contractor shall not submit invoices for, and County shalJ not pay for any amount in excess of the maximum compe nsation amount set forth above. 1) If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. 2) Contractor shall notify County in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date. S. Schedule of Performance or Delivery. a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with the schedule in Exhibit 7: b. County will only pay for completed work that conforms to this schedule. I I Page 9 of 18 -Personal Services Contract No. 2012 -006 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012..006 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-contrlbutory 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 • $1,000,000 • $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 Contrad. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after the contrad work is completed. one box must be checked o Page 10 of 18 -Personal Services Contract No. 2012 -006 f \ I I EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012-006 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-contrlbutory 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 H£ L I u,J 0'Q F T W ,It-If E: r,J ( . Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers' compensation coverage for aU 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 aU 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 • $1,000,000 o $2,000,000 o $3,000,000 Professional liability insurance covers • $2,000,000 0 $3,000,000 0 $5,000,000 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. one box must be checked Psge 10 of 18 -Personal Services Contract No. 2012 -006 Commercial General Liability insurance with a combined single limit of not less than: Per SinQle C . • and Incident All Claimants Arising from Single Incident • $1,000,000 • $2,000,000 [J $2,000,000 [J $3,000,000 o $3,000,000 [J $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 attomey 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 projecr 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. • Required by County [J Not required by County (One box must be checked) Automobile Liability insurance with a combined single limit of not less than: Per Occurrence o $500,000 [J $1,000,000 [J $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. [J Re uired b Coun Not re uired b Coun 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 11 of 18 -Personal Services Contract No. 2012 -006 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 . RiS:;g:z:-: Page 12 of 18 -Personal Services Contract No. 2012 -006 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012-006 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. I certify under penalty of perjury that Contractor is a Icheck one]: ~Cor oration 0 ~i mite Liability Company 0 Partnership-aut orized to do business in the State of Oregon. p~, cL Z-~2PI2- TWe D~e B. CONTRACTOR IS A SOL 'E 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 Schedu le C in the name of the business as part of a personal income tax return), an~ 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. A. The labor or services I perform are pr imarily carried out at a location that is separate from my res idence or primarily carried out in a specific portion of my residence that is set aside as the location of the business . B. 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. 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 li censes, certificates or specialized training. D. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons . E. Each year I 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. Contractor Signature Date Page 13 of 18 -Personal Services Contract No . 2012 -006 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. Date ~ Page 14 of 18 -Personal Services Contract No. 2012 -006 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012-006 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): D SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. ~CORPORATION. FOR PROFIT • Contractor's business is incorporated, and • All employees of the corporation are officers and directors and have a SUbstantial ownership interest· in the corporation, 2ill1 • The officers and directors shall perform all work. Contractor shall not hire other employees to perform this contract. D 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. D 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 . D LIMITED LIABILITY COMPANY • Contractor is a limited liability company, and • Contractor has no employees, ~ • 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 engagedl 1in 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 . ~vrr-«:c,'~{,r«clJ ~ contrn tor pri¥ Npme ContraCtOfSiatUre ~s.' t 2-1,S""; zc;} I-z.,.. Contractor Title Date Page 15 of 18 -Personal Services Contract No. 2012 -006 EXHIBIT 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012.()06 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. Mileaae. 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 allocatio n 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 (Le. 8:00 a.m.). b) Lunch expenses are reimbursable only if Contractor is required to travel ovemight 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 16 of 18 -Personal Services Contract No. 2012 -006 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 17 of 18 -Personal Services Contract No. 2012 -006 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2012-006 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 Contractor's 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 Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30.265. 2. No federaUy 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 8 . 2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condi,tion 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 al l 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 Contractor's 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 represe ntation 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. Contracto r. ignature Date Page 18 of 18 -Personal Services Contract No . 2012 -006 EXHIBIT 7 DESCHUTES COUNTY SERVICES CONTRACT Contract 2012-006 STATEMENT OF WORK 1.00 Software Maintenance and Support 1.01 Supported Software: Unless stated otherwise, Helion will provide support for all software listed below purchased by Deschutes County, Oregon from Helion. Recording Receipting Document Indexing & Imaging Batch Scanning Image Export Image Archive Recording Web Query Automated Indexing Marriage Licensing Marriage License Web Query and Application Submission Domestic Partnership Indexing All other support and maintenance programs provided by Helion Optional Products Supported ( see section 6 for details and costs) I Automated Document Services eRecording Automated Film Creation Automated Redaction ActiveDoX ActiveDoX Enterprise ActiveDoX Batch Scanning ActiveDoX Web Query All other support and maintenance programs provided by Helion Optional Products Supported (see section 6 for details and costs) Full Text Indexing Bopta Board of Property Tax Appeals 1.02 Helion shall provide Deschutes County with written notification two (2) years in advance of a decision by Helion to discontinue support for a non-current version or non-current release of the Software in use by the County at the time of the notification. This written notification will also provide upgrade cost price quotes for supported versions of the Software, and the date supported versions of the Software will be available. The purpose of the two year notification is to allow the County time to make any purchasing decisions. I 1.03 Maintenance shall include providing Deschutes County with new releases, updates, and I Page 1 of 5 • Personal Services Contract No. 2012 -006 J 1 f 1 j I corrections to the Software, including the Software documentation. Maintenance shall also include all necessary assistance and consultation to assist Deschutes County in resolving problems with the use of the Software including, without limitation, the verification, diagnosis and correction of errors and defects in the Software. Maintenance shall include third party software1 bundled with the Helion system, as well as updates to documentation. Helion will provide upgrades for error correction, to comply with legal requirements and changes in the law and such other enhancements and changes to existing functionality as are necessary andlor required by law. j 1.04 Helion shall correct any defect or error or non-conformity comprising a problem by, among other things, supplying to Deschutes 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. l The corrective services provided by Helion may include: .Providing a resolution to the problem immediately; .Following analysis, providing documented clear steps toward problem resolution; or .Performing configuration changes to the Helion software. 1.05 Helion will provide support under all conditions to software that includes modifications or specialized features made at the request of Deschutes County and performed by Helion. 1.06 All modifications or speCialized features made at the request of Deschutes 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 Deschutes County. 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 Helion software. l 2.02 Helion will consult with Deschutes County technical staff as needed on the status of all databases required to run the Helion software and ensure that all database indexes and database features are configured appropriately to ensure the proper functioning of all Helion supported software. 1 2.03 Helion will ensure that database backups are performed prior to any modification to the database structure andlor schema as part the implementation of new Helion 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 Helion 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 Deschutes 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. Page 2 of 5 -PeN>onal Services Contract No. 2012 -006 I 3.02 Deschutes 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 Deschutes County designated representatives. A resolution is the initial contact and any subsequent contact and actions necessary to resolve the issue for Deschutes County. Helion will provide Deschutes County with a local telephone or toll-free telephone number, an email address, and a designated point of contact to receive calls for trouble reports. Deschutes County shall deSignate authorized callers (who may change from time to time) for access to the telephone support. 3.03 Deschutes County agrees to provide Helion with VPN access or through other secure electronic access technology and services at Deschutes 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 Deschutes County's business operations. 3.04 Repair of system problems that do not prevent normal daily operation of the system (Non Emergency Response) shall commence within 16 working 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 Deschutes 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 hours of 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 (POST) when in effect) weekdays. The hours of Support shall not include regular holidays which include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day. 3.08 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 products as a component of their software. Helion guarantees the functioning of this third party software as a component of their software. 3.09 Helion is not liable for any failure or delay in performance due to any cause beyond its control. 3.10 The obligations described in Sections 3.00 through 3.10 are hereafter referred to as "Support." 4.00 Deschutes County Responsibilities 4.01 To receive Maintenance and Support, Deschutes 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 8, attached and incorporated by reference herein); • Deschutes County deSignated representatives will submit all questions to Helion; • Deschutes 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 representative and Page 3 of 5· Personal Services Contract No. 2012 • 006 J I I 1 1 1 accessible by him or her without limit during any telephone discussions with Helion support personnel; • The representative will follow the instructions and suggestions of Helion's support personnel, using the full system. 4.02 Deschutes 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 Deschutes County's security requirements. 4.03 Helion must have received payment under the Agreement. 4.04 If the resolution of a problem requires the installation of a newer version of the product, Deschutes County agrees that Helion may install the new version as part of the resolution process, depending upon the urgency of the problem resolution. 5.0Q Services NOT Covered by Hellon 5.01 Helion is not responsible for support in instances in which Deschutes County has made significant changes to the computing environment without consultation with Helion or in which Deschutes 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 Hellon. 5.03 Helion is not responsible for software support on any products that are not supplied by Helion. 6.00 Optional Software DeSCription and Prices. The software listed in this section may be purchased by Deschutes County at any time for the prices listed in this section. 6.01 Recording -Automated Document Services eRecording: eRecording allows the connection of the Helion Recording software to the Helion eRecording gateway to allow documents to be electronically submitted and either recorded or rejected and returned electronically to the submitter. There is no cost to the County for either purchase or maintenance as long as maintenance is current on the Helion Recording software. 6.02 Recording Automated Document Services -Automated Film Creation: This service automatically transmits images of Recorded documents, ActiveDoX records and BOPTA records to Helion servers for aggregation. Once enough records are transmitted to meet County film requirements, Helion converts the images into microfilm that conforms to Oregon State law for archiving each document type. After the conversion to microfilm, Helion sends the completed silver microfilm to the County for review and signoff. The cost for this service is $.05 ( five cents ) per page plus the cost of shipping. This cost is fixed for one year from the signing of this contract. New rates will be negotiated at the beginning of each maintenance term. The maintenance term is for one year with the first year beginning upon signature of all parties to this contract. Additional silver copies of film can be purchased for the cost of $20 per 215' roll or $12.00 per 100' roll. Brown toning is $15 per roll. 6.03 Recording -Automated Redaction: The Automated Redaction service will search documents for Social Security Numbers and redact the ones that can be identified by the service. Once the Automated Redaction has been put on the document it has all the same functionality as manually added redaction within the Recording system. Accuracy rates depend on many variables and Helion is not liable for any incorrectly redacted documents. The cost of this service is a one-time Page 4 of 5 • Personal Services Contract No. 2012 -006 fee of $24.700 which includes installation. setup and any training. There is also an annual support fee of $7,500. 6.04 ActiveDoX -Full Text Indexing: This service converts to text using Optical Character Recognition ("OCR-) all the documents in ActiveDoX and indexes the text within those documents. This allows the searching of any word or combination of words contained in the document. Accuracy rates depend on many variables and Helion is not liable for any incorrectly indexed documents. The cost of this service is a onetime fee of $2,500. This fee covers all installation, setup and any training costs. Annual support is included in the ActiveDoX annual support. 7.00 Support Cost Increases 7.01 Helion may adjust and make changes to the costs for this Agreement on a yearly basis. Helion will provide a written notification of price changes three months prior to the invoice on which any changes will appear. 7.02 The cost shall be adjusted based on any increase in the Consumer Price Index Rate plus a maximum of no more than Five Percent (5%). The annual change in the cost of this Agreement shall be based on the change in the ·Consumer Price Index -U.S. City Average for all Items for All Urban Consumers (1962-84=100)" published in the Monthly Labor Review by the Bureau of Labor Statistics of the United States Department of Labor (the MCPI-U") for the previous year plus an optional amount of no more than Five Percent (5%). 7.03 Each adjustment shall be determined by multiplying the then-current Agreement cost by any increase in the CPI-U, from the previous Agreement year to the current Agreement year, using the CPI-U Summary for the twelve months ending December 31 It of the calendar year prior to the end of the current Agreement year for comparison. Deschutes County will be notified of the adjustment to be made to the renewing Agreement year cost within 90 days after the end of the calendar year referenced above. If the applicable CPI-U Information is unavailable or delayed, Helion will notify Deschutes County as soon as the information becomes available and shall be applied retroactively to the period subject to the adjustment if applicable. In no case shall the Agreement cost as adjusted be less than the cost of the Agreement in effect just prior to the adjustment 7.04 In the event the CPI-U is discontinued, the "Consumer Price Index -U.S. City Average for all Items for Urban Wage Earners and Clerical Workers (1982-84=100)" published in the Monthly Labor Review by the Bureau of Labor Statistics of the United States Department of Labor shall be used for making the computation. In the event the Bureau of Labor Statistics no longer maintains such statistics on the purchasing power of the U.S. consumer dollar, comparable statistics published by a responsible financial periodical or recognized authority selected by Deschutes County in its sole discretion shall be used for making the computation. If the CPI-U base year 1962-84 (or other base year for a substituted index) is changed. the figure used for the past year in making the computation shall accordingly be changed so that all increases in the CPI-U from the base year are taken into account notwithstanding any such change in such CPI-U base year. 7.05 Deschutes County will consider good faith increases proposed by Helion in excess of CPI + 5%. Deschutes County will base such considerations on information provided by Helion that it has incurred increased operational costs in excess of the percentage increase in CPI in the previous year. If Deschutes County and Helion cannot come to an agreement about price increases in excess of CPI + 5%, then Helion will continue to support Deschutes'County at the current rate plus annual CPI + 5% adjustments for up to three years following the year in which the disagreement occurs, during which time additional priCing negotiations may take place. Helion agrees that the hourly rates charged to Deschutes County will not exceed hourly rates charged to others and agrees that services billed on other than an hourly basis will be proportional to those charged to others for the same or similar service. I Page 5 of 5 -Personal Services Contract No. 2012 • 006 I "Exhibit 8"-Dec 12012 -006 Helion Recording Client Hardware Specifications The following are the minimum specifications for the cUent hardware. These are not the specifications for the database server. CnentIWorkstaUon Processor Memory Free Drive Space Display Operating System Network Speed Receipt Printer Label Printer Cash Drawer Scanners 1 GHz 2GB 400MB 1024x768 Multiple monitors are supported Windows XP. Windows 7 100Mb Additional ClintIWorkstation Hardware The system requires at least one. The software supports:. Any 8Y.t x 11" Laser Printer (This printer can be shared) Or Epson TM-U950 ( Typical cost is $650 to $800 ) ( These printers can't be shared ) The system requires at least one. The software supports: Zebra LPITLP2844 ( Typical cost is $300 to $400 ) Or Dymo Labelmaker 400 or 400 Turbo This is not required Any Point of Sale compatible Cash Drawer will work. Actual model depends on the receipt printer selected and ports available on the computer. Typical cost is $125. The system requires at least one. The software supports any scanner that has an ISIS driver. If you have any questions or concerns please contact us at 1-866-HELION1 or (503) 362-9394 or e-mail atmurrayg@helionsoft.com Exhibit -8" -Page 1 of 1 -Dee12012-006 DATE (MMIOOIYYYY)CERTIFICATE OF LIABILITY INSURANCE 2/15/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE OOES 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. must may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER Huggins Insurance Services, Inc. 1786 State St. Salem, OR INSURED Helion Software, PO Box 18086 Salem, OR COVERAGES Inc. 97305 CERTIFICATE NUMBER'CL113l005700 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 WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDU CEO BY PAID CLAIMS. ..--..--.~~--------~-.i~~T----';;PE O;;-NSURANCE 1A~~~-----"--'--~U%~ilO~~1 ·IN POUCY NUMBER MMiOD' MMI UMITS ! GENERAL UABIUTY I I ! EACH OCCURRENCE I $ 2,000, 09!> 'DAMAGE"T~:--'----'-..IIx!! X . COMMERCIAL GENERAL LIABILITY I I fiBJ;~l$~-"OCCUITllI1~....;._$_ ..__3.Q.Q., 00.0 A [=l CLAIMS·MADE ..zJ OCCUR 14/11/2011!52SBAUI.9504 \4/11/2012 :!-1E:Q.E~!~ one~n)_1'--___ "'!~QQ() • PERSONAL&ADVINJURY 1$ 2,000,000 I-------·--~-----------··~··--··--··-·~ I I • GENERAL AGGREGATE 1$ 4,000,000~---~--------"--"---'c'""----"----- Ii GEN'LAGGREGATE LIMIT APPLIES PER: i I • PRODUCTS·COMPIOPAGG I $ 4,000,0001--'-'-'--'--'--y-;---'-"--"-'--'" .c.!rxl POLICY Ii ~~Rr ~i LOC I i I . $ , AUTOMOBILE UABiLITY ! COMBINED SINGLE LIMIT '---..~ I , 1,000,0001 (Ea accidEnt) ,' $ IX -~--~ANY AUTO I I i f"OODIL Y INJURy(per Person) Ti-····_·- B ALL OVIMED AUTOS ~2UECTR8461 !4/11/2011 l4/1 1/2012 '._... I I I eoDllY INJURY (Per ~~dEnt)~$' SCHEDULEDAUTOS I--'"""-"-"-"-"-'-:--'~'---,. " ~'-: , PROPERTY DAMAGE I $:.!..; HIRED AUTOS J.~b,a~u~ . .I !, X . NON-OVIMED AUTOS Terrorism~~. i$ _.i , PIP·Basic ,$ A' J UMBRELLA UAB L!~ OCCUR I :$ 1 000 00_0· I ,I, lEACHIx :EXCESS UAB I I CLAIMS-MADE \52SBAUL9504 ~7/01/2011n4/11/2012' ,$ 1,000 000---.--.~~---.-.----I : i '"'''''''' '''' :..~J DEDUCTIBLE I I ! 1$ ...... J RETENTION $ I: I I 1$C : WORKERS COMPENSATION I ~v\'cSTATU-' ,on;-,. AND EMPLOYERS' UABILITY YIN I NIA ANY PROPRIETORIPARTNERlEXECUTIVE [!J ! I , i . E.l ~~:~:;~.!.~I $ _==j"O·O~.o.QQOFFICERIMEMBER EXCLUDED? Y : : (Mandatory In NHI . I 2WECRL9648 14/11/2011F ~/11/2012 : E.L DISEASE· EA EMPlOYE~ $ 500 000 i If ~es, desoibe under I J:.;-·--~·-·---T~-···---·-'-'.~~iD SCRIPTION OF OPERATIONS below I i E.L. DISEASE -POLICY LIMIT I $ 500 000 0 i Errors & Omissions 18/1/2011 18/1/2012! ~KS3044525 I Limit of Liablity $2,000,000I I I I II Retention $5,000 DESCRIPlION OF OPERATIONS I LOCATIONS I VEfiCLES (Attach ACORD 101, Additional RemarkllSchecllle.1f more apace Ie required) Deschutes County, it's officers, agents, employees, and volunteers are named additional insured. 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. County Clerk Office Attn: Nancy Blankenship AUTHORIZED REPRESENTATIVE 1300 NW Wall Street, Suite 202 Bend, OR 97701 ~~~ J Deshler/JESSIC AC ORO 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved.INS025 (200909) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 52 SBA UL 9504 HELION SOFTWARE, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured -Person / Organization Deschutes County, its officers, agents, employees, and volunteers County Clerks Office 1300 NW Wall Street Suite 202 Bend, Oregon 97701 Form IH 12001185 Printed in U.S.A. Expiration Date: 04/11/12