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HomeMy WebLinkAboutDoc 369 - Assessment-Taxation SoftwareI t Deschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 r (541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of 6-18-12 Please see directions for completing this document on the next page. DATE: 6-07-12 FROM: Scot Langton. Assessor 388-6513 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document No. 2012-369 -Assessment and Taxation software annual Personal Services Contract with Helion Software, Inc. PUBLIC HEARING ON THIS DATE? no BACKGROUND AND POLICY IMPLICATIONS: Yearly Personal Services contract for support and maintance of assessment and taxation software FISCAL IMPLICATIONS: Total compensation by the County for FYI 0/11 not to exceed $177,100; 80% from the Assessor budget and 20% from the FinancelTax budget RECOMMENDATION & ACTION REQUESTED: Board of Commissioners approval and signatures of Document No. 2012-369 ATTENDANCE: Scot Langton or Tana West DISTRIBUTION OF DOCUMENTS: Please send one orginal to - Helion Software, Inc. Attn: Ramona Qualls PO Box 3506 Salem, OR 97302 Copy to -Scot Langton, Deschutes County Assessor Copy to -Marty Wynee, Deschutes County Tax Collector • DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be retumed 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: 6-07-121 Department: !Assessor &Ta~ Contractor/Supplier/Consultant Name: IHelion Software, Ing Contractor Contact: Contractor Phone #: 1503-362-939~ Type of Document: Services Contract Goods and/or Services: FY12/13 Personal Services contract for support and maintenance of assessment and taxation software Background & History: Annual personal services contract with software vendor Agreement Starting Date: 17-1-121 Ending Date: ~-30-1 ~ Annual Value or Total Payment: Inot to exceed $177,1001 Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$150K)o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37) Funding Source: {Included in current budget? ~ Yes 0 No If No, has budget amendment been submitted? 0 Yes 0 No Is this a Grant Agreement providing revenue to the County? 0 Yes ISJ No Special conditions attached to this grant: Deadlines for reporting to the grantor: If a new FTE will be hired with ~grant funds, confirm that Personnel has been notified that it is a grant-funded position so that this will be noted in the offer letter: 0 Yes No Contact information for the person responsible for grant compliance: Name: Phone #: 6/8/2012 .s • Departmental Contact and Title: Scot Langton, Deschutes County Assessor Phone #: 541-388-6513 '?d.$ Deparbnent Director Approval: (j;j,~t -)-( 2 Date Distribution of Document: 1-orginal to -Helion Software Inc.; attn : Ramona Qualls; PO Box 3506; Salem, OR 97302 1 -Copy to -Scot Langton, Assessor 1-Copy to -Marty Wynne, Tax Collector Official Review: County Signature Required (check one): 0 BOCC 0 Department Director (if <$25K) ~ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ____~ Legal Review Date b -f/ -J-t­~"i I iecdi Document Number DC -2 a12 - 3 6 6/8/2012 • REVIEW fi9 _ n -~ ~ &ltiw ~ALCO NSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. .;J-o 12 -3 Co Cf This Contract is between DESCHUTES COUNTY (County) and HELION SOF1WARE, INC. (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be July 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 June 30, 2013, whichever date occurs last. Contract termination shall not extinguish or prejud ice 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 1-7 and Exhibits 1, 2, 3, 4, and 5. CONTRACTOR DATA AND SIGNATURE Contractor Address: PO Box 3506 , Salem, OR 97302 Federal Tax 10# or Social Security #: 93-1298376 Is Contractor a nonresident alien? DYes 181 No Business Designation (check one): D Sole Proprietorship D Partnership [8J Corporation-for profit D Corporation-non-profit D Other, describe A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none , the Social Security number provided above . I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms. NOTE : Contractor shall also sign Exhibits 3 and 4 and , if applicable, Exhibit 5. ~ j7f't;!s,-j~t authorized Signature Title &('r~y C le.s. br-rc f.,f 0-/ -20/2. Name (please print) Date DESCHUTES COUNTY SIGNATURE Dated this I of :rut\! 2.. ,2012 Dated this ___ of ________, 2012 DESCHUTES COUNTY ASSESSOR BOARD OF COUNTY COM MISSIONERS OF DESCHUTES COUNTY , OREGON TONY DEBONE, Chair ALAN UNGER, Vice Chair TAMMY BANEY, Conunissioner Page 1 of 19 -Personal Services Contract 2012-2013 DC -20 12 -3 6 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made as set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings submitted by Contractor. Contractor shall also submit copies of other billings for work performed under this Contract when such bills are to be paid by other parties. These other billings are subject to the maximum compensation amount of this contract. b. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses (See Exhibit 5). If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be fully executed before Contractor performs work subject to the amendment. No payment shall be made for any services performed before the beginning date or after the expiration date of this contract. This Contract shall not be amended after the expiration date. c. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. 3. Delegation, Subcontracts and ASSignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County that shall be attached to the original contract. a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and the Contractor shall be responsible for the performance of the subcontractor. 4. No Third Party Beneficiaries. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly. or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any 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. County's Convenience. County may terminate this Contract for any reason effective as of the first day of a month after at least 30 calendar days written notice to the other party specifying the effective date of termination. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1} If funding from state or other sources is not obtained and continued at levels suffiCient to allow for the purchase of the indicated quantity of services as required in this contract. This Contract may be modified to accommodate the change in available funds. 2) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this contract. 3) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this contract, and jf County has no funds legally available for consideration from other sources. 4} If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. Page 2 of 19 -Personal Services Contract 2012-2013 1 i i d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the i whole or any part of this Contract under any of the following conditions: I 1 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 I t from the County specifying such failure, the Contractor fails to correct such failure within 15 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. J i e. County Default or Breach. Contractor may terminate this Contract in the event of a breach of this Contract by the 1 County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to I terminate. If the County has not entirely cured the breach within 15 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination.J 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. County shall not, however, pay Contractor for any obligations or liabilities incurred by Contractor after Contractor the date of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract (a) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable-based Work, the sum deSignated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim{s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for antiCipated profits. 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. Contractor may not incur obligations or liabilities after Contractor the date of termination. Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. Additionally, County may complete the work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess. c. In addition to the remedies in paragraphs 6 through 8 of this Contract for a breach by the Contractor, the County also shall be entitled to any other equitable and legal remedies that are provided by law. d. If previous amounts paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. e. If the County breaches this Contract, Contractor's sole monetary remedy shall be (a) with respect to services compensable on an hourly baSiS, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable-based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim{s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for antiCipated profits. f. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor Page 3 of 19 -Personal Services Contract 2012-2013 I I unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contract. g. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's right to enforce this Contract with respect to any default or defect in performance that has not been cured. j I h. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. I 9. Contractor's Tender upon Termination. As of the date of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works-in-progress and other property that are or would be deliverables had this Contract been completed. Upon County's request, Contractor I shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. 10. Work Standard. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. For goods and services to be provided under this contract, Contractor agrees to: a. perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; b. comply with all applicable legal requirements; c. comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; d. take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of drugs while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this contract. Expenses reimbursed shall be at the actual cost incurred, including any taxes paid, and shall not include any mark-up unless the mark-up on expenses is specifically agreed to in this Contract. The cost of any subcontracted work approved in this Contract shall not be marked up. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this contract. The maximum amounts for certain reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor is subject to periodic criminal background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor, such non-disclosure shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. Page 4 of 19 -Personal Services Contract 2012-2013 b. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. c. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ("HIPAA"). Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County. 16. Reports. Contractor shall provide County with periodic reports pertinent to Contractor's performance of its obligations under this agreement at the frequency and with the information reasonably prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the contract. Such assurances provided by Contractor shall be supported by documentation from third parties, if appropriate. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, which ever is later. If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of Contractor's books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor's premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, copies and transcriptions. 18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product") is covered under the ORCATS Consortium contract. 19. Materials. At all times, Contractor shall make reasonable efforts to use recycled materials in the performance work required under this contract. 20. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: {i} Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended and ORS 659A 112 through 659A 139; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659A, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders and all regulations and administrative rules established pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. Page 5 of 19 -Personal Services Contract 2012-2013 21. Constraints. Contractor shall comply with all requirements of Oregon law which may applicable to Contractor with regard to the performance of public contracts for the services provided hereunder. 22. Contractor Not an Agent of County. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of County, and County does not have the right of direction or control of the manner in which Contractor delivers services under this Contract or exercise any control over the activities of Contractor. Contractor is not an officer, employee or agent of County as those terms are used in ORS 30.265. Contractor covenants for itself and its successors in interest and assigns that it will not claim or assert that Contractor is an officer, employee or agent of the County, as those terms are used in ORS 30.265. For purposes of this paragraph, Contractor's on-site staff person shall be deemed Contractor's employee and not County's agent or employee. 23. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 24. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to section 24.a; however neither contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. Neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this contract. Neither party shall be liable for any damages of any sort arising solely from the rightful termination of this contract or any part hereof in accordance with its terms. 25. Waiver. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 27. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular term or provision held invalid. Page 6 of 19 -Personal Services Contract 2012-2013 28. Force Majeure. Neither County nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. 29. Counterparts. This Contract may be executed in several counterparts, a/l 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. 30. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal there from, is brought for failure to observe any of the terms of this contract, each party shall be responsible for their own attomey fees, expenses, costs and disbursements for said action, lawsuit, proceeding or appeal. 31. Notice. Expect 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 County's Director of Administrative Services. c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: To County: Murray Giesbrecht, President Scot Langton Helion Software, Inc. Deschutes County Assessor P.O. Box 3506 4275 Commercial St. SE, Ste 180 1300 NW Wall Street, Salem, OR 97302 Bend, Oregon 97701 Fax No. 503-584-0608 Fax No. 541-382-1692 32. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 33. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations setforth in Sections 4,5,8,9, 15, 17-20,22,24-27 and 31-34. 34. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that (1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession, (4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work, and (5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. b. Warranties cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. Page 7 of 19 -Personal Services Contract 2012-2013 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. STATEMENT OF WORK. COMPENSATION PAYMENT TERMS and SCHEDULE Section 1. Contractor's Services Contractor's services are divided into THREE parts: Part A -Consortium is for staff support per the agreement with the ORCATS consortium. Helion will work on and complete property assessment and tax projects as agreed upon between the ORCATS consortium and Helion Software. Part B -Support is for ORCATS support and described below in Section 2. Service Level Agreement. Part C -Discretionary Support Hours for a maximum of 500 hours ( at $102.00/hour ) of offsite/onsite staff for ORCATS support and program development for Deschutes. Estimates or Fix Bid Quotes will be provided upon County request for work performed under this Part. Work will be billed monthly. For those projects that require less than 20 hours to complete Helion will notify Deschutes County and after authorization will work on them. These will be "not to exceed" projects and Deschutes County will not be responsible for any hours over 20. For development projects that will require more than 20 hours to complete ( or if Deschutes County requests ), Helion and Deschutes County (and other consortium members) will work together to create a set of project requirements. Helion will then develop a fixed quote for the number of hours to complete the project. Helion will begin work on the project after Deschutes County (and, if applicable, other consortium members) approve the quote. Project requirements should be suffiCiently detailed to identify the deliverables, the cost in hours, and the timeframe for completion. The time required to develop the requirements will be charged directly against the Part C -Programming hours. The project requirements will include a project timeline indicating which tasks are the responsibility of Helion and which tasks are the responsibilities of the County(s). Upon using the software in production, programming bugs (any programming functionality that does not perform to specification) as identified by Deschutes County ( or other consortium members) within 45 days or within a specified project timeline as established by mutual agreement between the Contractor and the County will be will be considered part of the original quote. Identification of a bug does not extend the acceptance period. Any changes to requirements as agreed between Helion and County may cause an adjustment to the original quote. All Helion staff will be under the direct management of Helion and would be required to follow all of Helion's procedures and policies. Helion is in the process of developing these policies and procedures and will provide County a copy of those that are relevant to the work described in this contract as they become available or change. Helion will work on whatever County requested as long as it is within those policies and procedures. Typical uses would be programming projects unique to County (or groups of consortium members) and additional programming on projects of special interest to County (or groups of consortium members). Additional 150 hour blocks of time may be purchased throughout the year given 60 days notice. Helion will give a good faith effort to provide the additional requested hours in as few a days as possible. The Contractor shall provide the County with monthly reports on hours of service by project and by description. Should multiple counties be paying for the program development, the service hour reports should include all hours assessed to the project for all of the involved counties. Page 8 of 19-Exhibit 1 to Personal Service Contract 2012-2013 Section 2. Service Level Agreement 1. Supported Software and Maintenance 1.01 Supported Software: Unless stated otherwise, Helion will provide support for all software listed below: Helion Start Menu Deployer Account Manager Real Value Voucher Ratio Study Real Land Schedules Real Sales Trend Finder Real Librarian Real Value Indexes Real Value Recalc MS Ledger Voucher Personal Vouchers Utility Ledger Voucher Utility Values Utility Input Address Parser Appraisal Maintenance Appraisal Reports Assessor Reports Name Parser Lookup Table Maintenance Name Parser Property Query Web Property Query Custom Query Image Processing ORCATS Integration Services File Service Data Exchange Interested Party Lender Code Maintenance Tax Notation Maintenance Tax Receipts Tax Reports Tax Voucher Turnover Distribution Tax Receipt Image Loader Tax Balance Service Prepaid Tax Processing Tax Rate Calculation Tax Amount Calculation Tax District Adjustments Tax Statements Assessment and Tax Database Views 1.02 Maintenance shall include providing County with new releases, updates, and corrections to the Software, including the Software documentation. Maintenance shall also include necessary assistance and consultation to Page 9 of 19-Exhibit 1 to Personal Service Contract 2012-2013 assist County in resolving problems with the use of the Software including the verification, diagnosis and correction of errors and defects in the Software. Maintenance shall include third party software bundled with the ORCATS system, as well as updates to documentation. 1.03 Helion shall correct any defect or error or non-conformity comprising a problem by, among other things, supplying to County and installing such corrective codes and making such additions, modifications or adjustments to the Software as may be necessary to keep the Software in operating order and in conformity with the warranties contained in this Agreement. The corrective services provided by Helion may include: • Providing a resolution to the problem immediately; or • Providing documented clear steps that county staff can reasonably take to correct the problem; or • Following analysis, providing documented clear steps toward problem resolution; or • Performing configuration changes to the Helion software; or • Modifying corrupt data caused by a defect in the software. 1.04 Helion will provide support for modifications or specialized features made at the request of the County and performed by Helion. 1.05 All modifications or specialized features made at the request of the County and performed by Helion will be ported to and supported in all future versions and releases of the Software unless authorized in writing from the County. 1.06 Any changes to comply with legal requirements will be performed under Section 1, Part A. 1.07 Helion will assist County with the following Data Manipulation either directly or by providing an application so the County can perform the tasks themselves: • Changing a value from Entered to Calculated or Calculated to Entered at the following levels: o Improvement o Accessories o Floor o Inventory o Land Fragment o OSD • Changing a Neighborhood Code • Changing an Improvement, Land Fragment or OSD from Trendable to Non-Trendable or Non-Trendable to Trendable • Change one RMV class to another • Bulk load LCM Schedules Selection will be by either a County selected set of Neighborhood Codes or by a County selected set of Property Account Id's. The Property Account Id's must be in a CR/LF delimited text file. ( Map and Taxlots are not considered Property Account Id's. ) 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 OR CATS software. 2.02 Helion will consult with the County technical staff as needed on the status of all databases required to run the ORCATS software and ensure that all database indexes and database features are configured appropriately to ensure the proper functioning of all Helion supported software. Page 10 of 19-Exhibit 1 to Personal Service Contract 2012-2013 2.03 If requested, Helion will ensure that database backups are performed prior to any modification to the database structure and/or schema as part the implementation of new ORCATS software through new version release or problem resolution. 2.04 Helion will perform all database repair and recovery due to database corruption, malfunction, or inconSistency brought about by implementation of new ORCATS software through new version release or problem resolution, by defects in or improper functioning of the client software, or by third party software used within any Helion supported software. 2.05 The obligations described in Sections 1.00 through 2.05 are hereafter referred to as "Maintenance." 3.00 Response Times and System Access 3.01 Unless visit was requested by the County, Helion will provide the County IT Division with 2 days notice prior to performing a site visit to perform software upgrades or modifications to the database or the client software. 3.02 County shall notify Helion, either by telephone or in writing or email, of any deficiency and shall provide any other information that Helion may reasonably request in determining the nature of the deficiency. Helion shall commence correction of such deficiency in accordance with this section. Helion will provide problem resolution through telephone, electronic, remote and onsite assistance to the County designated representatives. Resolving the problem may include the initial contact and any subsequent contact and actions necessary to address the initial issue for the County. Helion will provide the County with a local telephone or toll-free telephone number, an email address, and a designated point of contact to receive calls or e-mails for trouble reports. The County shall designate authorized callers (who may change from time to time) for access to the telephone support. 3.03 The County agrees to provide Helion with VPN access or through other secure electronic access technology and services at the County's expense for purposes of Helion's fulfillment of its maintenance obligations. Such access shall not result in the unnecessary or unreasonable disruption of the County's business operations. 3.04 Helion will respond to system problems that do not prevent normal daily operation of the system (Non­ Emergency Response) within 16 business hours of the receipt of the trouble call. 3.05 On-Site Support. In an emergency or if all other support options fail, Helion shall have a technician on-site within one (1) business day of a request from the County. This does not apply to Down System events, as described in Section 3.06. 3.06 Down-System Response: The system is considered "down" when any part of the system prevents daily operation ("Down System"). Helion shall respond within two business hours of telephone notification. Response may be by telephone. 3.07 Normal Support Hours: At all times from 8:00 a.m. to 5:00 pm Pacific Standard Time (PST) (note: Pacific Daylight Saving Time (PDST) when in effect) weekdays. The hours of Support shall not include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day. 3.08 Helion will provide Tax Season assistance to ensure the timely completion of tax amount calculation, statement printing and state reporting. 3.09 Helion will provide support for and is solely responsible for the proper functioning, licensing and distribution of additional or third party software used within their products or distributed with their products as a component of their software. Helion guarantees the functioning of this third party software as a component of their software. 3.10 Helion is not liable for any failure or delay in performance due to any cause beyond its control. 3.11 The obligations described in Sections 3.00 through 3.11 are hereafter referred to as "Support." Page 11 of 19-Exhibit 1 to Personal Service Contract 2012-2013 4.00 County's Responsibilities 4.01 To receive Maintenance and Support, the County is responsible for complying with the following: • The situation giving rise to the question is reproducible or a documented history of the same event has been provided; • The hardware and client workstation operating systems meet minimum Helion requirements (See Exhibit 6, attached and incorporated by reference herein); • County designated representatives will submit all questions to Helion; • County designated representatives must have knowledge regarding the facts and circumstances surrounding the incident; • The full system, including software and hardware, is available to the County representative and accessible by him or her without limit during any telephone discussions with Helion support personnel; • The County representative will follow the instructions and suggestions of Helion's support personnel, using the full system. 4.02 County will provide remote electronic access using VPN access through Internet connection (this is the preferred method) or will provide remote electronic access using other technologies and services that meet County's security requirements. 4.03 Helion must have received payment per this Agreement, Section 3, Paragraph 2. 4.04 If the resolution of a problem requires the installation of a newer version of the product, the County agrees that Helion may install the new version as part of the resolution process, depending upon the urgency of the problem resolution. 5.00 Services NOT Covered by Helion Under Part B 5.01 Helion is not responsible for support in instances in which the County has made significant changes to the computing environment without consultation with Helion or in which the County has made significant client workstation configuration changes, such as Operating System version updates or Microsoft Office version updates, without consultation with Helion. 5.02 Helion is not responsible for remote or on-site training assistance unless specifically arranged through a separate services contract with Helion. 5.03 Helion is not responsible for software support on any products that are not part of the ORCATS system. Examples include Deschutes Download, County's web sites, Microsoft Office, etc. 5.04 The following services are excluded from coverage under Part B: • Creation of new Custom Queries • Importing data or images • Manipulation of data unless covered under section 1.03 or 1.07 above • Display changes to forms, reports, letters or export • Onsite Installation • A& T View Access Database 5.05 Helion is not responsible to maintain compatibility with any application not listed as part of the ORCATS system. Helion will make a good faith effort to notify the County of any incompatibility between ORCATS and third party software. Page 12 of 19-Exhibit 1 to Personal Service Contract 2012-2013 Section 3 Schedule and Payment Terms 1. Effective Date and Duration: Contractor's services will begin on July 1, 2012. Unless earlier terminated or extended, this contract shall expire on June 30, 2013 or when Contractor's completed performance has been accepted by County. However, such expiration shall not extinguish or prejudice County's right to enforce this contract with respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in Contractor's performance that has not been cured. 2. Compensation by the County: Payment for all work performed under this contract shall be made as set forth below from available and authorized County funds, and shall not exceed the maximum sum of $75,100 for Part A, $51,000 for Part B, and $51,000 for Part C {$177,100 in Total}. Travel and other expenses of the Contractor shall not be reimbursed by County unless specifically provided herein as a supplementary condition. 1. Interim payments shall be made to Contractor following County's review and approval of billings submitted by Contractor. Contractor will also submit copies of other billings for work performed under the contract when such bills are to be paid by other parties. These other billings are not subject to the maximum compensation amount of this contract. 2. Contractor shall not submit billings for, and County will not pay, any amount in excess of the maximum compensation amount of this contract, including any travel and other expense when noted below. If the maximum compensation amount is increased by amendment of this contract, the amendment must be fully effective before Contractor performs work subject to the amendment. Contractor shall notify County's supervising representative in writing 30 calendar days before this contract expires of the upcoming expiration of the contract. No payment will be made for any services performed before the beginning date or after the expiration date of this contract. This contract will not be amended after the expiration date. 3. Contractor shall submit separate monthly billings for Part A, Part B, and Part C. Billings for Part A and Part B will be for 1/12'h of the contract totals. Billings for Part C will be based upon projects identified. Projects done as "not to exceed" quotes and requirement development will be billed monthly as they occur. Part C payments for "fixed bid" projects will occur as follows: 25% of fixed bid at start of project programming, 50% when the project is moved into production and 25% after the end of the acceptance period and all outstanding bugs are resolved. Payment structure may be adjusted with advance consent of County and Contractor. Billings shall be sent to the supervising representative. I I Page 13 of 19-Exhibit 1 to Personal Service Contract 2012-2013 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. All insurance poliCies shall be written on an occurrence basis and be in effect for the term of this contract. Authorization from Deschutes County is required for any policy written on a "claims made" basis. Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage in accordance with ORS Chapter 656 for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027 (See Exhibit 4). Employer'S Liability Insurance with coverage limits of not less than $500,000 must be included. THIS COVERAGE IS REQUIRED. Attach Certificate of Insurance for Contractor. If Contractor does not have coverage and claims to be exempt, attach Exhibit 4 in lieu of Certificate. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit _$ 500,000 L$1,000,000 _$2,000,000 Annual Aggregate limit _$ 500,000 -'1..$ 1,000,000 _$2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after this contract is completed. IBI Required by County o Not required by County Commercial General Liability insurance with a combined single limit of not less than: Per Occurrence limit L$ 500,000 _$1,000,000 _$2,000,000 Annual Aggregate limit _$ 500,000 ~$1,000,000 _$2,000,000 Commercial General Liability insurance covers personal injury, bodily injury, property damage, premises, operations, . products, completed operations and contractual damages. By separate endorsement, the policy shall name Deschutes . County, its officers, agents, employees and volunteers as an additional insured. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. 181 Required by County C Not required by County 181 Policy endorsed with additional insured language Automobile Liability insurance with a combined single limit of not less than: Per Occurrence Annual Aggregate limit 1$ 500,000 _$ 500,000 _$1,000,000 _$1,000,000 _$2,000,000 _$2,000,000 Automobile Liability insurance covers 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 re istered to the business. Exam les include: lumbers, electricians or construction contractors. Personal Page 14 of 19 -Exhibit 2 to Personal Services Contract 2012-2013 i vehicle insurance polices, if applicable , shall not have a Business use exclusion. Examples of acceptable personal automobile policies include contractors who are sole proprietors that do not own vehicles registered to the business. ~ Required by County o Not required by County Additional Requirements. An insurance company rated B+ or better by Best's Insurance Rating must provide coverage . Contractor shall pay all deductibles and self insured retentions. Contractor's coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contracts . The Certificate shall provide that there shall be no cancellation , term ination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor's insurer to the County and shall be provided by endorsement. The Certificate shall also state the deductible or, if applicable, the self insured retention level. For commercial general liability the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor's services provided under this Contract. If requested, complete copies of insurance policies shall be provided to the County. Deschutes County Contract Originator Scot Lan ton Assessor ~w Da:/ll;/~ **Note to Contract Originator: For certain types of contracts additional insurance may be required . Contact Risk Management for those requirements. Page 15 of 19 -Exhibit 2 to Personal Services Contract 2012-2013 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 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 [check one]: Qrc~ration ~ted J-jP bility Company 0 Partnership authorized to do 9usiness in the State of Oregon. or _~ ,q'~:e/dt::.,,:1 6-/-2()1c:. Signatur Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and 2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least four (4) -to establish that you are an Independent Contractor. L-A. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence that is set aside as the location of the business. X B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association . X C . My business telephone listing is separate from my personal residence telephone listing. D . I perform labor or services only under written contracts . X E. Each year I perform labor or services for at least two different persons or entities . 1-F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide . Contractor Signature Date Page 16 of 19 -Exhibit 3 to Personal Services Contract 2012·2013 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. c&~ 6-/-2012­ Date Page 17 of 19 -Exhibit 3 to Personal Services Contract 2012-2013 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Workers' Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers ' compensation insurance under ORS Chapter 656 for the following reason (check the appropriate box): o SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. o CORPORATION· FOR PROFIT • Contractor's business is incorporated, and • All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation , and • The officers and directors shall perform all work . Contractor shall not hire other employees to perform this contract. o CORPORATION· NONPROFIT • Contractor's business is incorporated as a nonprofit corporation, and • Contractor has no employees; all work is performed by volunteers , and • Contractor shall not hire employees to perform this contract. o PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and • Contractor is not engaged in work performed in direct connection with the construction, alteration , repair, improvement , moving or demolition of an improvement to real property or appurtenances thereto . o LIMITED LIABILITY COMPANY • Contractor is a limited liability company , and • Contractor has no employees, and • All work shall be performed by the members; Contractor shall not hire employees to perform this contract, and • If Contractor has more than one member , Contractor is not engaged in work performed in direct connection with the construction , alteration, repair , improvement, moving or demolition of an improvement to real property or appurtenances thereto. *NOTE: Under OAR 436·050·050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders . **NOTE: Under certain circumstances partnerships and limited liab ility 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. Murray Giesbrecht Contractor Printed Name President 6 -/-2. olZ. Contractor Title Date Page 18 of 19 -Exhibit 4 to Personal Services Contract 2012-2013 Exhibit 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and pOlicies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor by signature to this Contract declares certifies that ; Contractor's Work to be performed under this Contract create no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30 .265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress , or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal , amendment, or modification of any federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress , an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying ," in accordance with its instructions . Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B. If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form-LLL with the Department. This filing shall occur at the same time as the filing in accordance with the instructions . b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c . Contractor shall include the language of this certification in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly . d. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. Additionally, Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification . 3. Contractor understands that , if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100 ,000 for each failure . b-/ -701Z­ Date Page 19 of 19 -Exhibit 5 to Personal Services Contract 2012-2013 ------- -- I DAlE (MM/DDIYYYY)ACORD~ ~ CERTIFICATE OF LIABILITY INSURANCE 3/22/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jessica DeshlerNA~__._ I FAX . .-~-- Huggins Insurance Services, Inc. ~l'(503)585-2211 iAJC Nol: (503)399-4658 1786 State St. ,jessica@huggins.com Salem, OR __N!,!C_'-­INSURER(S) AFFORDING COVERAGE -~--~- 97301 ~_9424 ____INSURER A :Hartford Ca...El1J.al ty Ins Co ._---­r- INSURED INSURER B :Hartford Underwriters 3Ql_CLtL­ 37478HELION SOFTWARE, INC. ~SURERC :Hartford Ins Midwest '.­ PO BOX 3506 INSURER 0 :Scottsdale Insurance Company --..~--.- SALEM, OR r!NSURERE: -.--f-.-----­ 97302 INSURERF: COVERAGES CERTIFICATE NUMBER:CL12322071 04 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 VVlTH 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 REDUCED BY PAID CLAIMS. --_._-­ ~tf:l TYPE OF INSURANCE INSR [WVD POLICY NUMBER I:Sf-6~YvWnI L~~6~ LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ffiMERCIAL GENERAL LIABILITY DAMA~l<EN"WD $ 300~PREMIS[,;§ (Ea occurrence) A \--' CLAIMS-MADE W OCCUR X 52SBAUL9504 4/11/2012 ~/11/2013 i~~(Anyone person) $ 10,000 r---­PERSONAL & ADV INJURY $ 2,000,0001 GENERAL AGGREGATE $ 4,000,0~c-~---------------- PRODUCTS ­COMPIOP ~Q§...~-~'L AGGRa LIMIT A~~S PER: 4,000,000 X POLICY ~f-RT i LOC $ AUTOMOBILE LIABILITY ~BINED SINGLE LIMIT $­l,OOO,~Ea !lg:>ilentl ~'"'~ BOOILY INJURY (Per person) $ B ~ ALlOWNEO S""""''' 52UECTR8461 4/11/2012 4/11/2013 1--- BOOllY INJURY (Per accidenl) , $ IAUTOS AUTOS tf;ROPERTY DAMAGENON-OWNED $i--HIRED AUTOS AUTOS PJ![ accident) I Terrorism COVSreQ8 $ I .­UMBRELLA UAB WOCCUR ~C.ti.QC.CURRENCE -$ I-­ EXCESS LlAB I I CLAIMS-MADE, ~ATE $ t-;~T-~ETENTION $­$ C WORKERS COMPENSATION X I~~~I:llUs I \OJ~-AND EMPLOYERS' L1ABIUTY YIN -­ ANY PROPRIETORIPARTNERlEXECUTIVE [!] NIA ~J=.ACH ACCIDENT $ _ 500,Q.QQOFFICERIMEMBER EXCLUDED? 4/11/2012 4/11/2013(Mandalory in NH) 52WECRL9648 cE,L DISEASE -EA EMPLOY~ $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS belC>ll_~_ E.l. DISEASE -POLICY LIMIT $ 500,000 D Errors & Omissions EKS3044525 8/1/2011 8/1/2012 Limit of Liability $2,000,000 Retention $5,000 I DESCRIPTION OF OPERAnONS I LOCAnONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is 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, NOnCE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Deschutes County Assessors Office AUTHORIZED REPRESENTATIVEAttn: Scot Langton 1300 NW Wall Street, Suite 200 Bend, OR 97701 ~...............'--->~~ J Deshler/JESSIC , ACORD 25 (2010/05) © 1988·2010 ACORD CORPORATION. All rights reserved. IN~021i '?I1,nn~\ 111 Th.. A~nl:.'n n ..rnA "'nlilnnn "'........nh.t......1i on", .. "" nf A~nl:.'n POLICY NUMBER: 52 SBA UL 9504 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured -Person / Organization Deschutes County, its officers, agents, employees, and volunteers 1300 NW Wall Street Suite 200 Bend, Oregon 97701 \ Form IH 120011 85 Printed in U.S.A. Expiration Date: 04/11/13 \