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HomeMy WebLinkAboutDoc 054 - Agrmt - Jail Inmate Phone SystemDeschutes 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 April 27, 2011 DATE: April 15, 2011 FROM: Darryl Nakahira Sheriffs Office: 617-3369 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document 2011-054, Services Contract for the Jail Inmate Telephone and Recording System. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: On September 17, 2010, the Sheriffs Office published a Request for Proposal (RFP) to provide a local and long distance telephone and recording system for the Adult Jail and Work Center inmate population. The Sheriffs Office received four proposals in response to the RFP. The RFPs were reviewed and scored by Sheriffs Office personnel. Telmate was selected to enter into a contract with the Sheriffs Office. The period of the contract is from May 1 , 201 1 to December 31, 2013. Telmate will provide "turnkey" inmate telephone/recording services in the Deschutes County Jail and Work Center for 22 installed telephones, including equipment, service (including qualified technicians) and the training of appropriate personnel. Telephones will be installed in secure dayrooms and holding facilities. In addition, Telmate will provide telephone service to the Deschutes County Juvenile Detention Center, which currently has 4 wall telephones in use. FISCAL IMPLICATIONS: The Sheriffs Office will make no annual payment for the inmate telephone system. Instead, the Sheriffs Office will see income from the inmates' use of the system, as much as 840,000 to 850,000 per year of the contract. Likewise, the Juvenile Detention Center will make no annual payment for the services. Monthly revenues generated by the Juvenile Detention Center telephones in 2010 were approximately S23.00. RECOMMENDATION & ACTION REQUESTED: Approve and sign Services Contract 2011-054. ATTENDANC E: Lt. Tracy Jones, Sheriffs Office; Darryl Nakahira, Sheriffs Office Legal Counsel DISTRIBUTION OF DOCUMENTS: Return signed copy to Darryl Nakahira, Sheriff's Office Legal Counsel, for distribution. DESCHUTES COUNTY DOCUMENT SUMMARY Date: April 15, 2011 Department: Sheriff's Office Contractor/Supplier/Consultant Name: Telmate Contractor Contact: Kevin O'Neill Contractor Phone #: 541-889-8900 Type of Document: Document 2011-054 is a Services Contract in which Telmate will provide the inmate telephone and recording system at the Deschutes County Adult Jail and Work Center. Goods and/or Services: Telmate will provide inmate telephone/recording services in the Deschutes County Jail and Work Center for 22 installed telephones, including equipment, service, qualified technicians and the training of appropriate personnel. The telephones are located in secure dayrooms and holding facilities. Two coin operated telephones are located in the jail for the public. In addition, Telmate will provide telephone service to the Deschutes County Juvenile Detention Center, which currently has 4 wall telephones in use. Background & History: When the current services contract for the inmate telephone/recording system approached expiration, the Sheriff's Office published a Request for Proposal (RFP) to provide a local and long distance telephone and recording system for the Adult Jail and Work Center inmate population. The Sheriff's Office received four proposals in response to the RFP. The RFPs were reviewed and scored by Sheriff's Office personnel. Telmate was selected to enter into a contract with the Sheriff's Office. Agreement Starting Date: May 1, 2011 Ending Date: December 31, 2013 with an option to renew for one additional 2 -year period. Annual Value or Total Payment: The Sheriff's Office will make no annual payment for the inmate telephone system. Instead, the Sheriff's Office will see income from the inmates' use of the system, as much as $40,000 to $50,000 per year of the contract. Likewise, the Juvenile Detention Center will make no annual payment for the services. Monthly revenues generated by the Juvenile Detention Center telephones in 2010 were approximately $23.00. Insurance Certificate Received (check box) Insurance Expiration Date: 4/21/2012 4/18/2011 Check all that apply: ® RFP, Solicitation or Bid Process Informal quotes (<$150K) ❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) II Funding Source: (Included in current budget? ® Yes If No, has budget amendment been submitted? No Yes I No Is this a Grant Agreement providing revenue to the County? Departmental Contact: Captain Ruth Je in, 388-6667 Sheriff's Approval: Si Yes ® No Date Distribution of Document: Return originals to Darryl Nakahira, Legal Counsel, Sheriff's Office. Official Review: County Signature Required (check one): ® BOCC ❑ Department Director (if <$25K) Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. �f Ili/2_0/ / Legal Review Date Document Number 2011-054 4/18/2011 REVIEWED + WVY. LEGL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2011-054 This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the SHERIFF'S OFFICE (County) and TELMATE (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be April 1, 2011 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 December 31, 2013, with an option to renew for one additional two-year period. The term of the contract may be terminated at any time by either party subject to a ninety -day (90) written notice of such termination to the other. 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. Contract Documents. This Contract includes Page 1-7 and Exhibits 1, 2, 3 and 4. CONTRACTOR DATA AND SIGNATURE Contractor Address: Federal Tax ID# or Social Security #: 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. Signature Title Name (please print) Date DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. 1 Dated this of 6pri l , 2011 Dated this of , 2011 DESCHUT COUNTY Larry Blal Attes : HEIRIFF TAMMY BANEY, Chair ANTHONY DeBONE, Vice Chair Recording Secretary ALAN UNGER, Commissioner Page 1 of 13 - Personal Services Contract No. 2011-054 • REVIEWED LEGAL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2011-054 This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the SHERIFF'S OFFICE (County) and TELMATE (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be April 1, 2011 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 December 31, 2013, with an option to renew for one additional two-year period. The term of the contract may be terminated at any time by either party subject to a ninety -day (90) written notice of such termination to the other. 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. Contract Documents. This Contract includes Page 1-7 and Exhibits 1, 2, 3 and 4. Contractor Address: Federal Tax ID# or Social Security #: Is Contractor a nonresident alien? Business Designation (check one): /-Corporation-for profit CONTRACTOR DATA AND SIGNATURE 30Li Yes No Sole Proprietorship 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. ntract i udi•g the attached Exhibits. I understand this Contract and agree to be bound by its ontractgl ..o sign Exhibits 3 and 4. Signature KtAii'41 Name (please print) Ofre,7 12e501(4 Title % 3 Z5 Date DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the appropriate Deschutes County Department Head. Additionally. Contracts with a maximum consideration greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. Dated this of , 2011 DESCHUTES COUNTY SHERIFF Larry Blanton Page 1 of 13 - Personal Services Contract No. 2011-054 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. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County. a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontractor. 3. 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. 4. 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. 5. 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, Page 2 of 13 - Personal Services Contract No. 2011-054 and after receipt of written notice from the County specifying such failure, the Contractor fails to correct such failure within 10 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency. receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors. or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. 2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 6. 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. 7. 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. 8. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and Page 3 of 13 - Personal Services Contract No. 2011-054 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: 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. 9. 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. 10. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 11. Criminal Background Investigations. Contractor understands that Contractor and Contractors employees and agents are subject to periodic criminal background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor, such non -disclosure shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County. 12. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information. or other form that does not identify particular individuals. e. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ("HIPAA"). f. Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. g. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County, which, if attached hereto, shall become a part of this Contract. 13. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time. County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be supported by documentation in Contractor's possession from third parties. Page 4 of 13 - Personal Services Contract No. 2011-054 14. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a, All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. 1) All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, whichever is later. 2) If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of 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. 1) These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. 2) At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives. shall have license to enter upon Contractor's premises to access and inspect the books, documents. papers; computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract. 3) If Contractor's dwelling is Contractor's place of business, Contractor may. at Contractor's expense, make the above records available at a location acceptable to the County. 15. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product") is the exclusive property of County. a. County and Contractor intend that such Work Product be deemed "work made for hire' of which County shall be deemed author. b. If, for any reason, the Work Product is not deemed "work made for hire," Contractor hereby irrevocably assigns to County all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret. or any other state or federal intellectual property law or doctrine. c. Contractor shall execute such further documents and instruments as County may reasonably request in order to fully vest such rights in County. d. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. e. County shall have no rights in any pre-existing work product of Contractor provided to County by Contractor in the performance of this Contract except an irrevocable, non-exclusive, perpetual, royalty -free license to copy, use and re -use any such work product for County use only. f. If this Contract is terminated prior to completion, and County is not in default, County, in addition to any other rights provided by this Contract, may require Contractor to transfer and deliver all partially completed work products, reports or documentation that Contractor has specifically developed or specifically acquired for the performance of this Contract. g. In the event that Work Product is deemed Contractor's Intellectual Property and not "work made for hire," Contractor hereby grants to County an irrevocable, non-exclusive, perpetual, royalty -free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property, and to authorize others to do the same on County's behalf. h. In the event that Work Product is Third Party Intellectual Property, Contractor shall secure on the County's behalf and in the name of the County, an irrevocable, non-exclusive, perpetual, royalty - free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and to authorize others to do the same on County's behalf. 16. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following URL address: http:JJwww.co.deschutes.or.usldccodelTitle2lhtml!Chapter2.37.htm. Page 5 of 13 - Personal Services Contract No. 2011-054 17. 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. 18. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims. suits. actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work. the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph a of this paragraph; however neither contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers. employees and agents from and against all claims, suits, actions. losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. 19. 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. 20. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. a. Any claim, action, suit or proceeding (collectively, "Claim") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided. however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 21. 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. 22. 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. Page 6 of 13 - Personal Services Contract No. 2011-054 23. 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: • Kevin O'Neil Telmate 1108 SE 6th St. Ontario, OR 97914 Fax No. 208-379-7498 To County_ Captain Ruth Jenkin Deschutes County Sheriff's Office 63333 W Hwy 20 Bend, Oregon 97701 Fax No. 541-389-4454 24. 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. 25. Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 26. 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. 27. 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 7 of 13 - Personal Services Contract No. 2011-054 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011-045 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: As set out in Exhibit A, attached hereto and fully incorporated herein. Exhibit A includes the Request for Proposal documents, including Attachments A. B. C and D and the RFP questions and answers (Attachment E). Page 8 of 13 - Personal Services Contract No. 2011-054 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011-054 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary or non-contributory basis. All insurance policies. except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name Telmate 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 ❑ S1,000,000 ❑ $2,000,000 ❑ $500,000. ❑ $1,000,000 O $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 IZ Not required by County (one box must be checked) Commercial General Liability Per Single Claimant and Incident IE Oregon Tort Claims Act limits ❑ $1,000,000 ❑ $2,000,000 insurance with a combined single limit All Claimants Arising from Single Incident EJ Oregon Tort Claims Act limits O $2,000,000 ❑ $3,000.000 of not less than: 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 be endorsed to name Deschutes County, its officers, agents, employees and volunteers as an additional insured. The additional insured endorsement shall not include declarations that reduce any per occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. d Required by County 0 Not required by County (One box must be checked) Page 9 of 13 - Personal Services Contract No. 2011-054 Automobile Liability insurance with a combined single limit of not less than: Per Occurrence ❑ S500.000 Cil $1,000,000 D 52,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. O Required by County ❑ 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 notify the County in writing at least 30 days in advance of any cancellation, termination, material change, or reduction of limits of the insurance coverage. The Certificate shall also state the deductible or, if applicable, the self-insured retention level. Contractor shall be responsible for any deductible or self-insured retention. If requested, complete copies of insurance policies shall be provided to the County. Risk Manacfement eview Page 10 of 13 - Personal Services Contract No. 2011-054 Date ACORLI CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/5/2011 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 Wortham Insurance & Risk Management P.O. Box 795008 San Antonio, TX 78279 www.worthamsa.com CONTACT NAME: No): 210-223-2806 PHONE (A/C, No Ext): 210-223-9171 FAX IA/C. E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 0 INSURER A : Travelers Property Casualty Co of America INSURED Telmate, LLC IntelMate, LLC 188 King Street #602 San Francisco CA 94107 INSURER B : Travelers Indemnity Co of America INSURER c INSURERD: INSURER E : INSURER 0 : COVERAGES CERTIFICATE NUMBER: 9914768 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE R POLICY NUMBER IKSR SSD IMM/DD/YEYYYF ) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY I i I COMMERCIAL GENERAL LIABILITY OCCUR TT06304602 4/21/2011 '14/21/2012 ` EACH OCCURRENCE _ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) S 300,000 • CLAIMS -MADE I i MED EXP (Any one person) S 10,000 PERSONAL & ADV INJURY 5 1,000,000 GENERAL AGGREGATE S 2.000,000 I GEN'L AGGREGATE LIMIT APPLIES PER: �_', POLICY ' II PRO- ' I LOC JECT I PRODUCTS - COMP/OP AGG 5 2,000,000 i c B 1 AUTOMOBILE LIABILITY �I ANY AUTO _, ALL OWNED I SCHEDULED AUTOS _ AUTOS . NON -OWNED I I I HIRED AUTOS AUTOS I BA0133R139 4/21/2011 14/21/2012 I C O MBINEDIj SINGLELIMITLIMIT 1 000,000 1 BODILY INJURY (Per person) I 5 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) 5 C A UMBRELLA UAB ✓ I EXCESS LIAB OCCUR CLAIMS -MADE 1 TT06304603 14/21/2011 4/21/2012 EACH OCCURRENCE 5 2,000,000 , AGGREGATE 15 2,000,000 ' DED i' RETENTION 510,000 IS I5 j` A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYTORY ANY PROPRIETOR/PARTNER/EXECUTIVE IY / NI OFFICER/MEMBER EXCLUDED? (Mandatory In NH) L—� It yes, describe under DESCRIPTION OF OPERATIONS below N / A UB3482R068 4/21/2011 14/21/2012 I WC STATU-sI I°R-,,v LIMITS EL. EACH ACCIDENT i 0 1,000,000 E.L. DISEASE - EA EMPLOYEEII 5 1 000 000 E.L DISEASE - POLICY LIMIT 5 1.000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, 0 more space is required) Deschutes County. Its officers, agents, employees and volunteers are Additional Insured on the General Liability policy as required by written contract. CERTIFICATE HOLDER CANCELLATION Deshutes County 63333 W Hwy 20 Bend OR 97701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE iiiihil4.: tal,1—,--EA-4 (SA) Joe Westheimer ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERT NC.- 591476/ CLIENT CCCE_ 22TELMALLC (Ee, Kimberly Abbott 4/5/2E11 11-__.76 PM Face 1 of 2 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011-054 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 der •-nalty of per ury that Contractor is a [check one]: IU Limite/%bi Ly Company 0 Part{4p authofized to do business i the State of Oregon. Title Date Signature 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. ?C' C NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent Contractor. The labor or services I perform are primarily carried out at a location that is separate from my residence or primarily carried out in a specific portion of my residence that is set aside as the location of the business. I bear the risk of loss related to the business or provision of services as shown by factors such as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the services or (d) indemnification agreements, liability insurance, performance bonds or professional liability insurance. I have made significant investment in the business through means such as: (a) purchasing necessary tools or equipment; (b) paying for the premises or facilities where services are provided; or (c) paying for licenses, certificates or specialized training. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons. 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 11 of 13 - Personal Services Contract No. 2011-054 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. C. .,tor has not discrimi Contractor Signature against minority, women or small business enterprises in obtaining any 3/2 -Vi / Date Page 12 of 13 - Personal Services Contract No. 2011-054 Exhibit 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011-054 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: 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. 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 certificate n is prerequisite for make or entering into this Contract imposed by Sec�ti�o• 52, Title 311, U.S. C e a that any person who fails to file the required certification shall be su•: civ p--.Ity of no I $10.000 and not more than 3100,000 for each failure. 7,5 1 1 Contractor Signature Date Page 13 of 13 - Personal Services Contract No. 2011-054 NOTICE REGARDING THIS DOCUMENT This document is very large (over 100 pages); therefore, the entire document has not been scanned at this point. A copy of the document is available for review at the Commissioner's Office. In addition, once the Board of Commissioners has formally approved and signed the document, it is submitted to the Clerk's Office where it is then scanned in total so that it becomes a permanent public record in the Commissioners' Journal. Please contact the Clerk's Office at 388-6549 or via e-mail at nancyb@co.deschutes.or.us (Nancy Blankenship, County Clerk) for more information.