HomeMy WebLinkAboutDoc 013 - Motorola Svc Agrmt - SO - ShortDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of March 9, 2011
DATE: February 28, 2011
FROM: Darryl Nakahira
Department: Sheriff's Office Phone#: 617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document No. 2011-013, a Service Agreement between the
Deschutes County Sheriffs Office and Motorola Solutions, a subsidiary of Motorola, for
communications equipment.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
This is the annual renewal of an existing, sole source procurement for maintenance and repair to
Motorola equipment used in the current 800 MHz Sheriffs Office radio communications system.
Motorola Solutions provides a variety of services to assist the Sheriff's Office in maintaining its
existing radio system, including technical support, infrastructure repair, and preventative maintenance.
FISCAL IMPLICATIONS: The total annual payment will be $186,625.32, which is included in the
current budget for 2011. The cost for the 2011 agreement has decreased by $16,542.60 from the 2010
agreement. The reason for the decrease is because the Sheriff's Office has acquired the parts necessary
to make certain repairs to the system. In most cases, the costs involved to send parts to Motorola to
make the repairs, including interim equipment and shipping costs, have been eliminated.
RECOMMENDATION & ACTION REQUESTED:
Approve and sign Service Agreement 2011-013.
ATTENDANCE: Darryl Nakahira, Sheriff's Office Legal Counsel; Jon Sholes, Sheriff's Office
Communications Technician; and Captain Tim Edwards of the Sheriff's Office
DISTRIBUTION OF DOCUMENTS:
Return one signed original to Darryl Nakahira, Sheriffs Office Legal Counsel, for distribution.
DESCHUTES COUNTY DOCUMENT SUMMARY
Date: February 28, 2011 Department: Sheriffs Office
Contractor/Supplier/Consultant Name: Motorola Solutions (a subsidiary of Motorola)
Contractor Contact: Jim Nicholl Contractor Phone #: 253-377-9400
Type of Document: Document 2011-013 is a Service Agreement between Motorola
Solutions and the Sheriffs Office.
Goods and/or Services: This is an existing, sole source procurement for maintenance and
repair to Motorola equipment used in the current 800 MHz Sheriffs Office radio system.
Background & History: This is the annual service agreement renewal needed to
insure the existing radio communication system is repaired and maintained. The
agreement is with Motorola Solutions because the County has purchased
communications equipment from Motorola since 1998 and only Motorola Solutions can
maintain, repair, and guarantee that the equipment will function as required for the
Sheriffs Office.
Agreement Starting Date: January 1, 2011 Ending Date: December 31, 2011
Annual Value or Total Payment: $186,625.32
® Insurance Certificate Received (check box)
Insurance Expiration Date: 7/01/2011
Check all that apply:
❑ RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
DCC 2.37.080(6)(4)
Funding Source: Included in current budget? ® Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No
2/28/2011
Departmental Contact and Title: Darryl Nakahira, Sheriffs Office Legal Counsel
Phon #: 617-3 69
Sheriff's Approval:
Date
r
Distribution of Documedt: Return one original to Darryl Nakahira, Sheriff's Office
Legal Counsel
Official Review:
County Signature Required (check one): ® BOCC ❑ Department Director (if <$25K)
II
Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
Legal Review
Document Number 2011-013
Date.9.128 lit
2/28/2011
REVI WED
SHERIF OFFICE
LEGAL COUNSEL
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2011- 013
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Sheriffs Office
(County) and MOTOROLA SOLUTIONS, INC. (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be January 1, 2011. Unless extended or
terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed
performance or on December 31, 2011, 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 and Attachments A -J.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.
Contract Documents. This Contract includes Page 1-15, Exhibits 1- 7, and Attachments A-5.
CONTRACTOR DATA AND SIGNATURE
Contractor Address:
Federal Tax ID# or Social Security #: FEIN — 36-1115800
Is Contractor a nonresident alien? Yes ® No
Business Designation (check one): ❑ Sole Proprietorship
®Corporation -for profit ❑ Corporation -non-profit
❑ Partnership
❑ 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.
Signat
r 101 bit1 C11u1
Name (please print)
Title
Date
DESCHUTES COUNTY SIGNATURE
Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until
signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration
greater than $25,000 but Tess than $150,000 are not valid and not binding on the County until signed by the County
Administrator or the Board of County Commissioners.
, 2011 Board of County Commissioners' signatures on pg 2 of
Exhibit 7
Page 1 of 15 - Personal Services Contract No. 2011-013
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. 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, which consent will not be unreasonably withheld.,
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.
Notwithstanding the foregoing, Motorla may assign this Agreement to any of its affiliates or its
right to receive payment without the prior consent of Customer. In addition, in the event Motorola
separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may,
without the prior written consent of the other Party and at no additional cost to Motorola, assign
this Agreement such that it will continue to benefit the Separated Business and its affiliates (and
Motorola and its affiliates, to the extent applicable) following the Separation Event.
4. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to
enforce its terms.
b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or
otherwise, to third persons unless such third persons are individually identified by name in this
Contract and expressly described as intended beneficiaries of this Contract.
Page 2 of 15 - Personal Services Contract No. 2011-013
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.
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 30 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 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:
Page 3 of 15 - Personal Services Contract No. 2011-013
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.
2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special
damages under this Contract or for any damages of any sort arising solely from the
termination of this Contract in accordance with its terms,
b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the
Contractor, County may pursue any remedies available at law or in equity.
1) Such remedies may include, but are not limited to, termination of this contract, return of all or
a portion of this Contract amount, payment of interest earned on this Contract amount, and
declaration of ineligibility for the receipt of future contract awards.
2) Additionally, County may complete the work either by itself, by agreement with another
Contractor, or by a combination thereof. If the cost of completing the work exceeds the
remaining unpaid balance of the total compensation provided under this Contract, then the
Contractor shall be liable to the County for the amount of the reasonable excess.
c. If amounts previously paid to Contractor exceed the amount due to Contractor under this
Contract, Contractor shall repay any excess to County upon demand.
d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil
unrest, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of
County or Contractor, respectively; however, Contractor shall make all reasonable efforts to
remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause,
diligently pursue performance of its obligations under this Contract. For any delay in performance
as a result of the events described in this subparagraph, Contractor shall be entitled to additional
reasonable time for performance that shall be set forth in an amendment to this Contract.
e. The passage of this Contract expiration date shall not extinguish or prejudice the County's or
Contractor's right to enforce this Contract with respect to any default or defect in performance that
has not been cured.
f. County's remedies are cumulative to the extent the remedies are not inconsistent, and County
may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.
9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract,
Contractor shall immediately cease all activities under this Contract unless County expressly directs
otherwise in such notice of termination.
a. Upon termination of this Contract, Contractor shall deliver to County all documents, information,
works -in -progress and other property that are or would be deliverables had this Contract been
completed.
b. Upon County's request, Contractor shall surrender to anyone County designates, all documents,
research, objects or other tangible things needed to complete the work.
Motorola will not grant Customer any rights to Motorola's intellectual property, including patents,
patent applications, copyrights, trademarks, and trade secrets, except that Customer will have the
normal non-exclusive royalty -free license to use that is implied, or otherwise arises by operation of
law, in the sale of a product. Title to all Motorola software, including all rights in patents,
copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola.
10. Work Standard.
a. Contractor shall be solely responsible for and shall have control over the means, methods,
Page 4 of 15 - Personal Services Contract No. 2011-013
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. Upon execution of this Contract, 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, Exhibit 1 shall state that Contractor is or is not entitled to 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.
14. Criminal Background investigations. Motorola affirms that it checks the criminal records of all
applicants for felony convictions and misdemeanor convictions involving a violent act or threat of
violence within the seven (7) years prior to employment, where permitted by law. If circumstances
arise that cause the Customer to reasonably believe an additional criminal background check is
necessary, Motorola agrees to conduct such a check on terms that are mutually acceptable to the
parites and compliant with applicable law. However, in no event can Motorola agree to waive the
rights of its employees, nor can Motorola provide the Customer with any information protected by law,
including but not limited to background check data.
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.
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
Page 5 of 15 - Personal Services Contract No. 2011-013
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. Upon thirty (30) days prior written notice to Contractor, County and its authorized representatives
shall have the right to direct access to all of Contractor's directly pertinent books, documents,
papers and records related to this Contract for the purpose of conducting audits and examinations
and making copies, excerpts and transcripts.
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) 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.
In no circumstances will Motorola be required to create or maintain documents not kept in the
ordinary course of Motorola's business operation, nor will Motorola be required to disclose any
information, including but not limited to product cost data, which it considers confidential or
proprietary to Motorola.
18. Ownership of Work. Motorola will not grant Customer any rights to Motorola's intellectual
property, including patents, patent applications, copyrights, trademarks, and trade secrets, except
that Customer will have the normal non-exclusive royalty -free license to use that is implied, or
otherwise arises by operation of law, in the sale of a product. Title to all Motorola software,
including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains
vested exclusively in Motorola.
19. County Code Provisions. Except as otherwise specifically provided, and only if applicable to
Contractor and this Contract, the provisions of Deschutes County Code, Section 2.37.150 are
incorporated herein by reference. Such code section may be found at the following URL address:
http://www.co. deschutes. or.us/dccode/Title2/htm I/Chapter2.37. 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.
Motorola will indemnify and hold Customer harmless from any and all libility, expense, judgement, suit,
cause of action, or demand for personal injury, death, or direct damage to tangible property which may
accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors,
or their employees or agents, while performing their duties under this Agreement, provided that
Customer gives Motorola prompt, wrtten notice of any such claim or suit. Customer shall cooperate
with Motorola in its defense or settlement of such claim or suit. This section sets forth the full extent
of Motorola's general indemnification of Customer from liabilities that are in any way related to
Motorola's performance under this Agreement.
Page 6 of 15 - Personal Services Contract No. 2011-013
22. Waiver.
a. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract
shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or
privilege under this Contract preclude any other or further exercise thereof or the exercise of any
other such right, power, or privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
23. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the
State of Oregon without regard to principles of conflicts of law.
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:
utu'-t ►-11
(2v -,') (,qte-t Lvp Qd`1@
Fax No. —
To County:
Captain Tim Edwards
Deschutes County Sheriff's Office
63333 W Hwy 20
Bend, Oregon 97701
Fax No. 541-389-4454
27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the
parties.
a. All understandings and agreements between the parties and representations by either party
concerning this Contract are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Contract shall bind either party
unless in writing signed by both parties.
c. Any written waiver, consent, modification or change shall be effective only in the specific instance
and for the specific purpose given.
28. Identity Theft Protection. If applicable to Contractor and this Contract, 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.
Page 7 of 15 - Personal Services Contract No. 2011-013
30. Representations and Warranties.
a. Contractor's Representations and Warranties. Contractor represents and warrants to County
that:
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms;
3) Contractor has the skill and knowledge possessed by well-informed members of its industry,
trade or profession and Contractor will apply that skill and knowledge with care and diligence
to perform the 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 15 - Personal Services Contract No. 2011-013
EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011- 013
STATEMENT OF WORK, COMPENSATION
PAYMENT TERMS and SCHEDULE
1. Contractor shall perform the following work:
as set out in Exhibit 7 and the attachments A -K thereto.
2. County Services. County shall provide Contractor, at county's expense, with material and services
described as follows:
as set out in Exhibit 7 and the attachments A -K thereto.
3. Consideration.
County shall pay Contractor on a fee-for-service basis at the rate as set out in Exhibit 7 and the
attachments A -K thereto.
4. The maximum compensation.
a. The maximum compensation under this contract, including allowable expenses, is $186,625.32.
b. Contractor shall not submit invoices for, and County shall not pay for any amount in excess of the
maximum compensation 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.
5. Schedule of Performance or Delivery.
a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with
the schedule contained in Exhibit 7.
b. County will only pay for completed work that conforms to this schedule.
Page 9 of 15 - Personal Services Contract No. 2011-013
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011- 013
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 basis. All insurance policies 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: Motorola Solutions, 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. Employer's Liability Insurance with coverage limits of not less than $500,000 must be
included.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
❑ $500,000 ❑ $500,000
❑ $1,000,000 ❑ $1,000,000
❑ $2,000,000 ❑ $2,000,000
Professional Liability insurance covers damages caused by error, omission, or negligent acts related to
professional services provided under this Contract. The policy must provide extended reporting period
coverage, sometimes referred to as "tail coverage" for claims made within two years after the contract work
is completed.
❑ Required by County
® Not required by County (one box must be checked)
Commercial General Liability
Per Single Claimant and Incident
® Oregon Tort Claims Act limits
❑ $1,000,000
❑ $2,000,000
insurance with a combined single limit of not less than:
All Claimants Arising from Single Incident
® Oregon Tort Claims Act limits
❑ $2,000,000
❑ $3,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising
injury, property damage, premises, operations, products, completed operations and contractual liability. The
Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local
public bodies, including their officers, agents and employees. The tort claims act limits are automatically
adjusted on July 1 every year.
The policy shall include Deschutes County, its officers, agents, employees and volunteers as an
additional insured. In addition, see attachment K.
® Required by County ❑ Not required by County (One box must be checked)
Page [0 of 15 - Personal Services Contract No. 2011-013
Automobile Liability insurance with a combined single limit of not less than:
Per Occurrence
® $500,000
❑ $1,000,000
❑ $2,000,000
Automobile Liability insurance includes coverage for bodily injury and property damage resulting from
operation of a motor vehicle. Business 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.
21 Required by County 0 Not required by County (one box must be checked)
Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross -liability clause
or separation of insured's condition must be included in all commercial general liability policies required by this
Contract. Contractor's coverage will be primary in the event of loss.
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with
the signed Contract. Contractor shall be responsible for any deductible or self-insured retention.
Risk Management review Date
Digitally signed by Ken Harms
DN: cn=Ken Harms,
o=Deschutes County, ou=Risk
lti Management, email=kenh@co.
111 deschutes.or.us, c=US
Date: 2011.02.18 13:02:16
-08'00'
Page 11 of 15 - Personal Services Contract No. 2011-013
A.
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011- 013
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B in addition to C below:
CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certify under penalty of perjury that Contractor is a [check one]:
❑ Corporation ;❑ Limited Liability Company g Partnership authorized to do business in the State of Oregon.
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 three (3) - to establish that you are an
Independent Contractor.
A. The labor or services I perform are primarily carried out at a location that is separate from my
residence or primarily carried out in a specific portion of my residence that is set aside as the
location of the business.
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 licenses, 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 12 of 15 - Personal Services Contract No. 2011-013
C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor's knowledge:
1. Contractor has the power and authority to enter into and perform this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable
in accordance with its terms;
3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance
with the highest professional standards; and
4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly
licensed to perform the services.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS
305.380(4),
6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any
consideration and payments paid to Contractor under this contract; and
7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any
required subcontracts.
Contractor Signature
VI 2 (W/
Date
Page l3 of 15 - Personal Services Contract No. 2011-013
EXHIBIT 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011- 013
Workers' Compensation Exemption Certificate
(To be use• Iy when Contractor claims to be exempt from Workers' Compensation coverage requirements)
Contractor is exe from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reason
(check the appropria •ox):
❑ SOLE PRO '; ETOR
• Con : ctor is a sole proprietor, and
• Contra •r has no employees, and
• Contracto hall not hire employees to perform this contract.
® CORPORATION - FOR ' OFIT
• Contractor's busi = s 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 directo •shall perform a Vv ork.1Contractpr shall not hire other employees to perform this
contract.
❑ CORPORATION • NONPROFIT
• Contractor's business is incorporate as a nonprofit rpora
• Contractor has no employees; all work perform by vol ,' eer
• Contractor shall not hire employees to pe •rm this cont
❑ PARTNERSHIP
• Contractor is a partnership, and
• Contractor has no employees, and
• All work shall be performed by the partners; Contracto hall not hire employees to perform this contract, and
• Contractor is not engaged in work performed in dire connection with the construction, alteration, repair,
improvement, moving or demolition of an improvement to re: property or appurtenances thereto.
❑ LIMITED LIABILITY COMPANY
• Contractor is a limited liability company, and
• Contractor has no employees, and
• All work shall be performed by the members; Contractor shall not hire e .loyees to perform this contract, and
• If Contractor has more than one member, Contractor is not engaged in wore •erformed in direct connection with
the construction, alteration, repair, improvement, moving or demolition of a improvement to real property or
appurtenances thereto.
*NOTE; Under OAR 436-050-050 a shareholder has a "substantial ownership" interest if the shareholder own 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 pe entage of ownership of
all shareholders.
**NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even en performing
construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exems '.n request is
accepted from a contractor who shall perform construction work.
int /J:JL/ .�-----
Contractor rinted N27/4 Contracto ignatu e
Contractor Title Date
Page 14 of i5 - Personal Services Contract No. 2011-013
Exhibit 6
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011- 013
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 federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person
for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with the awarding
of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit
Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions.
1) Standard Form -LLL and instructions are located in 45 CFR Part 93 Appendix B.
2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a
material condition of this Contract also file a copy of the Standard Form -LLL with the Department.
3) This filing shall occur at the same time as the filing in accordance with the instructions.
b. Contractor understands this certification is a material representation of fact upon which the County and
the Department has relied in entering into this Contract. Contractor further understands that submission
of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract.
c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
d. Contractor shall include the language of this certification in the award documents for all sub -awards at all
tiers (including subcontracts, sub -grants, and contracts under grants, loans and cooperative
agreements) and that all sub -recipients shall certify and disclose accordingly.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the
terms of this certification.
f. Contractor promises to indemnify County for any damages suffered by County as a result of 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.
Contra,ctofSignature Date
Page 15 of 15 - Personal Services Contract No. 2011-013
