HomeMy WebLinkAboutDoc 194 - Radio Systems Agrmt - MotorolaDeschutes 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 May 11, 2011
DATE: May 2, 2011
FROM: Darryl Nakahira
Department: Sheriff's Office Phone#: 617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document 2011-194, a Services Contract between the Sheriff s
Office and Motorola Solutions, Inc..
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
This Services Agreement is the culmination of the Sheriff's Office efforts to obtain a contract that
will result in the engineering and design of a plan to assist the Sheriffs Office in complying with
Federal Communication Commission (FCC) requirements for the Sheriffs Office radio
communications system.
Once the funds were secured through a grant from the Department of Homeland Security, the
Sheriff's Office determined that the plan required a sole -source procurement with Motorola
Solutions, Inc. The Sheriff's Office completed the required steps regarding sole -source
procurement and is now ready to proceed with the contract.
The plan will identify infrastructure and equipment needs for the radio systems operated by the
Deschutes, Jefferson and Crook County Sheriffs Offices. The FCC has declared that VHF and
UHF radio systems will migrate to narrowband operation by December 31, 2012.
FISCAL IMPLICATIOiNS: The total payment to Motorola Solutions, Inc. will be $155,575.00,
which is the amount of the grant funds.
RECOMMENDATION & ACTION REQUESTED:
Approve and sign Services Contract No. 2011-194.
ATTENDANCE: Darryl Nakahira, Sheriffs 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: May 2, 2011 Department: Sheriffs Office
Contractor/Supplier/Consultant Name: Motorola Solutions, Inc.
Contractor Contact: Mark Hall Contractor Phone #: 541-772-2814
Type of Document: Document 2011-194 is a Services Agreement between Motorola Solutions,
Inc. and the Sheriff's Office.
Goods and/or Services: This Services Agreement is the culmination of the Sheriffs Office
efforts to obtain a contract that will result in the engineering and design of a plan to assist the
Sheriff's Office in complying with Federal Communication Commission (FCC) requirements for
the Sheriff's Office radio communications system.
The plan will identify infrastructure and equipment needs for the radio systems operated by the
Deschutes, Jefferson and Crook County Sheriff's Offices. The FCC has declared that VHF and
UHF radio systems will migrate to narrowband operation by December 31, 2012.
Background & History: Once the funds were secured through a grant from the Department of
Homeland Security, the Sheriffs Office determined that the plan required a sole -source
procurement with Motorola Solutions, Inc. The Sheriff's Office completed the required steps
regarding sole -source procurement and is now ready to proceed with the contract.
Agreement Starting Date: May 1, 2011 Ending Date: April 30, 2012
Annual Value or Total Payment: Payment in the amount of $155,575.00 to Motorola
Solutions, Inc. The funds have been provided through a grant from the Department of Homeland
Security.
>{ Insurance Certificate Received (check box)
Insurance Expiration Date: 7/01/2011
Check all that apply:
RFP, Solicitation or Bid Process
Informal quotes (<$150K)
7 Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
DCC 2.37.120
Funding Source: Included in current budget?
Yes [>Q No
If No, has budget amendment been submitted?
Yes M No
5/3/2011
Is this a Grant Agreement providing revenue to the County? Yes No
Special conditions attached to this grant: The grant funds can only be used to purchase the listed
services (engineering and design plan) as described above.
Deadlines for reporting to the grantor: Reports are due quarterly, beginning March 31, 2011.
(The first report has been completed and submitted to the State Department of Homeland
Security.).
Contact information for the person responsible for grant compliance:
Name: Pat Davis, Legal Assistant, Sheriff's Office Phone #: 541-617-3367
Departmental Contact a Title: Captain Tim Edwards, Sheriffs Office
hone #: 38: 6..6
Sheriffs Approval:
Date
Distribution of Do ument: Return -erre original, to Darryl Nakahira, Sheriffs Office Legal
Counsel
t•.;;
Official Review:
County Signature Required (check one): ® BOCC
Department Director (if <$25K)
Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. )
Legal Review Date 5 -hl
Document Number 2011-194
5/2/2011
REVIEWED
SHERIFFS OFFICE
LEGAL COUNSEL
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2011-194
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Sheriff's Office
(County) and MOTOROLA SOLUTIONS, INC., formerly Motorola, Inc. (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be May 1, 2011 or the date upon which all
parties have signed, whichever date 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 April 30, 2012, 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 Exhibit A.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit land Exhibit A.
Contract Documents. This Contract includes Page 1-8 and Exhibits 1, A, 2, 3, and 4.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 6450 Sequence Drive, San Diego, CA 92121
Federal Tax ID# or Social Security #:36-1115800
Is Contractor a nonresident alien? ❑Yes ❑ No
Business Designation (check one): ❑ Sole Proprietorship — Partnership
Corporation -for profit Corporation -non-profit ❑ Other, describe
x
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.
"MALA 0-6
Signatu
Name (please print)
,Plre &MY U' iic s
Title0,0
it_co..„MARK W. ANTHONY
Date yhw
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 2— of :til /11' , 2011 TAMMY BANEY, Chair
7
LARRY BMA
h' riff
ATTEST:
ANTHONY DEBONE, Vice Chair
ALAN UNGER, Commissioner
DATED THIS
Recording Secretary
Page 1 of 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
OF , 2011
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 firm fixed
price amount of $155,575 and in the 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.
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. Contractor shall submit invoices for work performed at the completion of the work. The invoices
shall describe all work performed with particularity and shall itemize and explain all expenses for
which reimbursement is claimed.
e. The invoices also shall include the total amount invoiced to date by Contractor prior to the current
invoice.
f. 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. County agrees that
Contractor might wish to subcontract site walk, documentation, or other work, and that a subcontract
to TekSystems is pre -approved.
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, Contractor may assign this Agreement to any of its affiliates or its
right to receive payment without the prior consent of County. In addition, in the event Contractor
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"),
Contractor may, without the prior written consent of the other Party and at no additional cost to
Contractor, assign this Agreement such that it will continue to benefit the Separated Business and
its affiliates (and Contractor 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.
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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.
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 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.
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 except for reasonable costs actually incurred in winding down the Contract.
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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:
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. Except for personal injury or death
or for termination covered by subparagraph 7.b, Contractor's total liability, whether for
breach of contract, warranty, negligence, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed $300,000.
b. If terminated under subparagraph 6d. 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. Subject to subparagraphs 7.b and 8.a.2, 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,
Page 4 of 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
research, objects or other tangible things needed to complete the work.
Contractor will not grant County any rights to Contractor's intellectual property, including patents,
patent applications, copyrights, trademarks, and trade secrets, except that County 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 Contracor software, including all rights in patents,
copyrights, trade secrets, and other intellectual properties, remains vested exclusively in
Contractor.
10. Work Standard.
a. Contractor shall be solely responsible for and shall have control over the means, methods,
techniques, sequences and procedures of performing the work, subject to the plans and
specifications under this Contract and shall be solely responsible for the errors and omissions of
its employees, subcontractors and agents.
b. For 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. 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. Contractor 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 County to reasonably believe an additional criminal background check is
necessary, Contractor agrees to allow the County to conduct such a check on terms that are mutually
acceptable to the parites and compliant with applicable law. However, in no event can Contractor
agree to waive the rights of its employees, nor can Contractor provide the County with any
information protected by law, including but not limited to background check data.
15. Confidentiality. Contractor shall maintain confidentiality of confidential information obtained from the
County pursuant to this Contract as follows:
a. Contractor shall not use, release or disclose any confidential 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
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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 and confidential 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. The County will conspicuously mark any of its confidential information as "CONFIDENTIAL"
except for the information stated above to be confidential by its nature.
16. Reports. Contractor shall provide County with periodic reports as mutually determined by the parties.
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, if applicable.
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.
3) Subject to the provisions of ORS 192.410 to 192.505 (Oregon Public Records law) records
provided by Contractor under this paragraph 17 shall not be disclosed to any third party
without Contractor's prior written consent.
In no circumstances will Contractor be required to create or maintain documents not kept in the
ordinary course of Contractor's business operation, nor will Contractor be required to disclose any
information, including but not limited to cost data, which it considers confidential or
proprietary to Contractor.
18. Ownership of Work. Contractor will not grant County any rights to Contractor's intellectual property,
including patents, patent applications, copyrights, trademarks, and trade secrets, except that County
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 Contractor software, including all rights in
patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in
Contractor.
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/html/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.
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21. Indemnity and Hold Harmless.
Contractor will indemnify and hold County 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 County to the extent it is caused by the negligence of Contractor, its
subcontractors, or their employees or agents, while performing their duties under this Agreement,
provided that County gives Contractor prompt, wrtten notice of any such claim or suit. County shall
cooperate with Contractor in its defense or settlement of such claim or suit. This section sets forth
the full extent of Contractor's general indemnification of County from liabilities that are in any way
related to Contractor's performance under this Agreement.
22. Waiver.
a. Any 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
unless otherwise stated in the particular provision.
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:
Mark Hall
Account Manager
Motorola Solutions Inc.
PO Box 939
Medford, Oregon 97501
Fax No. 541-582-0805
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.
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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. AH rights and obligations shall cease upon termination or expiration of this Contract, except
for the rights and obligations set forth in Sections 4, 5, 7.b, 8, 9, 15 (for 3 years after termination or
expiration), 17, 18, 20-27, 28 and 30.
30. Representations and Warranties.
a. Contractor's Representations and Warranties. Contractor represents and warrants to County
that:
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of
Contractor enforceable in accordance with its terms;
3) Contractor has the skill and knowledge possessed by 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.
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EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011-194
STATEMENT OF WORK, COMPENSATION
PAYMENT TERMS and SCHEDULE
1. Contractor shall perform the following work:
as set out in Exhibit A: Statement of Work — Deschutes County Engineering Design Services.
2. County Services. County shall provide Contractor, at County's expense, with material and services
described as follows:
as set out in Exhibit A: Statement of Work — Deschutes County Engineering Design Services.
3. Consideration.
County shall pay Contractor on a fee-for-service basis at the rate as set out in Exhibit A: Statement
of Work — Deschutes County Engineering Design Services.
4. The maximum compensation.
a. The maximum compensation under this contract, including allowable expenses, is the firm, fixed
price of $155,575.00.
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.
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 A: Statement of Work — Deschutes County Engineering Design
Services.
b. County will only pay for completed work.
Page 9 of 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
Engineering Statement of Work
EXHIBIT A
STATEMENT OF WORK - DESCHUTES
COUNTY ENGINEERING DESIGN SERVICES
1.1 GENERAL I NFORMA TION
This document is intended to provide a definition of System Design Analysis (SDA)
services proposed by Motorola. This document describes tasks to be performed by
Motorola as well as tasks which will require information and/or assistance from
Deschutes County, Oregon.
This Statement of Work (SOW) references Captain Edwards letter dated, July 24, 2009 to
Motorola requesting engineering services to design a regional P25 trunked radio system,
and a narrowband VHF communications system. This document will be considered the
"working" document for the delivery of these technical services.
1.2 PROJECT IDENTIFICATION
Identifying Name
Buyer
End User
Address
Project Manager
Technical Advisor
Deschutes County Regional P25 Radio System
Deschutes County, OR
Deschutes County, OR and associated agencies
63333 W. Highway 20
Bend, OR 97701
Captain Tim Edwards, Deschutes County Sheriff's Office
Jon Sholes, Deschutes County Sheriffs Office
1.3 DESCRIPTION OF SERVICES
Conduct Information Gathering Sessions
These meetings are intended as an information gathering activity. Motorola will conduct
meetings with Deschutes County and other agencies as deemed appropriate by Deschutes
County. The meetings will be used to gather data about current wireless communications
configurations. They will also serve as a forum for Motorola to learn of the wireless
communications needs and desire for the future. It is always helpful if end user
representatives participate in these sessions.
Deschutes County Radio Systems March 9, 2010
Revised May 4, 2010 jcs
Page 1
Engineering Statement of Work
Define User Coverage Area
Motorola will assist Deschutes County with gathering information from all agencies
participating in the design regarding system coverage and communication needs. This
will include mobile radio coverage, portable radio coverage, mobile data coverage and
any pursuit, fire coordination, and interoperation coverage requirements. The coverage
design should reflect how the users will be operating their communications and where
they will need to operate.
Identify Existing Tower Sites
With the assistance of all concerned agencies, Motorola will identify existing radio site
possibilities. These sites will be used in the design phase to finalize the coverage design.
If areas are found where no existing sites can provide the performance required, Motorola
will work with Deschutes County to identify new possibilities. Motorola will also
determine what locations would be used if the "ideal coverage" system were considered.
This system may include some or none of the currently used sites.
Coverage Design
Motorola will provide engineering coverage analysis which will be developed by the
Motorola tool "Hydra". This design tool will provide very accurate coverage information
for the system. Hydra is used throughout the world to model the predicted ("should he")
signal coverage for wireless communications systems. There are many modeling
programs, in the market, which employ various statistical techniques to develop the
coverage design model. The Hydra coverage -modeling program complies with the
Telecommunications industries Association (TIA) standard TSB -88A. The Hydra tool
used for design is a proven tool with testable results. If desired the coverage map can
become a document describing the "guarantee" of coverage that Motorola is willing to
provide.
Gather Subscriber Quantity Information
Motorola will assist Deschutes County with gathering information from each of the
participating agencies on the current number of users they will be bringing to the new
system. This is required information in order to design the system capacity properly. The
system design is fully "scaleable" and radio resources will be provided in areas with high
concentrations of users. A Grade of Service design goal can be set so that adequate
charnel resources to meet Deschutes County's Grade of Service goal is included in the
new system design.
Define Interoperability Needs
Motorola will gather information on the need for operating with other agencies including
frequency and area of coverage. Today the requirement for interoperability is an
important element in the system design.
Deschutes County Radio Systems
Revised May 4, 2010 jcs
March 9, 2010
Page 2
Engineering Statement of Work
Educate Users On Technology
In the course of conducting the information gathering meetings and discussion of system
design options, the operation of many different system types and technology suites will
be discussed. Motorola's goal is to ensure that the capabilities of any new system are
fully understood by all agencies participating in the system. Many agencies today have
necessarily adapted their operation techniques around an aging communication system,
rather than having the radio system adapt to how they want to, or need to, operate. A
strong knowledge of the power and flexibility of current system technology will enable
agencies to fully exploit the system's capability.
Provide Engineered System
As a final deliverable of this System Design Analysis, Motorola will provide a fully
engineered solution with pricing. It will be an accurate, cost effective solution for the
requirements gathered by the needs analysis phase of the System Design Analysis.
Provide Detailed Equipment List
Motorola will provide a listing of the equipment required as part of the final design
deliverable. This listing will describe what equipment is required at each location of the
radio infrastructure.
Provide Detailed Equipment Description
Motorola will provide a description of the final system proposed. This will be a document
that describes how the overall communication network will operate.
Provide Statement of Work
Motorola will provide a detailed document detailing the exact tasks and responsibilities
required to implement the system design.
Provide Firm System Pricing
Motorola's System Design Analysis will provide a fully engineered solution. The pricing
provided for that system will be well known ahead of a purchase decision by Deschutes
County.
Provide Firm Pricing In Phases
If needed for the purpose of breaking the system purchase into smaller cost elements,
Motorola will provide the system design in phases.
Deschutes County Radio Systems March 9, 2010
Revised May 4, 2010 jcs
Page 3
Engineering Statement of Work
Provide Project Schedule
A detailed implementation schedule and transition plan for system installation,
optimization, testing, and final acceptance will be provided. Motorola will coordinate this
timing with Deschutes County and the associated agencies to ensure that it meets the
requirements of all parties.
Provide Guaranteed Coverage Maps
Motorola will provide detailed coverage maps for the three system designs (700 / 800
MHz and VHF) in accordance with the following scenarios;
1. Mobile radio transmitting into the Infrastructure. (Mobile Inbound)
2. The .Infrastructure transmitting to the Mobile (Mobile Outbound)
3. Portable, on street with speaker mic, transmitting into the Infrastructure (Portable
Inbound)
4. The Infrastructure transmitting to the Portable. (Portable Outbound)
5. Portable inbound assuming light density building losses
6. Portable inbound assuming medium density building losses
7. Portable inbound assuming heavy density building losses
8. Motorola will model the existing system coverage using the same service area and
reliability goals.
These maps can be verified with formal coverage testing. This testing consists of using a
tool known as "Voyager". This tool measures the actual coverage provided by the
infrastructure, thereby testing the validity of the maps. This test is executed by driving the
tool through the coverage area, depicted by the maps, and making thousands of
measurements. Motorola will be prepared to provide a guarantee of coverage for a
modeled map which includes the actual "as installed" system values.
Audit Existing Dispatch Consoles
Motorola will conduct detailed audits of existing dispatch center equipment. This
information will be used in the design phase of the Analysis to engineer compatible
replacement equipment. Where possible, existing equipment will be re -used in the new
system. Where this is not possible, engineered new equipment will be provided in the
design.
Engineer Microwave Upgrades/Additions
This task is for the purpose of detailing the inter -site communication links required for
the system to operate. Motorola can provide this service on a number of different levels.
Motorola will provide completely engineered solutions, with associated costs, as part of
Deschutes County Radio Systems March 9, 2010
Revised May 4, 2010 jcs
Page 4
Engineering Statement of Work
the design. Motorola will also identify the site link requirements, for others to provide
connectivity.
Engineer Shelter Floor Plan
Motorola will provide site floor plans which will detail how the new equipment will fit
into existing sites.
Engineer Rack Layout W/ Drawings
Motorola will provide rack face drawings, for all of the equipment, at each radio site
proposed in the final system design.
Provide Block Diagrams
Motorola will provide overall block diagrams of the system design. These drawings will
be multi -layered in nature. System block diagrams will depict a logical portion of the
system with all associated sites, shown as blocks. Site level block diagrams will show
equipment required at the individual sites to make that site functional.
1.4 ACCESS To INFORMATION AND FACILITIES
Motorola will, most likely, need to visit sites for information gathering. It will be the
responsibility of Deschutes County to provide building information, access, and guides to
facilities.
1.5 INFORMATION ACCURACY
It will be the responsibility of Deschutes County to provide Motorola with accurate
information. Motorola cannot be held responsible for errors in the final document that are
due to inaccurate information beyond Motorola's control.
1.6 MODIFICATION / CHANGE ORDERS
Once this Statement of Work is approved by Deschutes County and Motorola, a formal
Change Order procedure will be in effect. This change order procedure will allow some
flexibility for the project.
1.7 PROJECT TIMELINE / COMPLETION DATE
A mutually agreed upon project timeline will be developed upon receipt of the executed
contract with a target finish date to be determined.
Deschutes County Radio Systems
Revised May 4, 2010 jcs
March 9, 2010
Page 5
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EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011-194
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:
Annual Aggregate limit
Per Occurrence limit
❑ $500,000
❑ $1,000,000
❑ $2,000,000
Professional Liability insurance covers damages caused by error, omission, or negligent acts related to
professional services provided under this Contract. The policy must provide extended reporting period
coverage, sometimes referred to as "tail coverage" for claims made within two years after the contract work
is completed.
❑ $500,000
❑ $1,000,000
❑ $2,000,000
❑ Required by County
® Not required by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
® Oregon Tort Claims Act limits Oregon Tort Claims Act limits
❑ $1,000,000 ❑ $2,000,000
❑ $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 and employees as an additional
insured.
® Required by County ❑ Not required by County (One box must be checked)
Page 10 of 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
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.
❑ Re•uired b 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 be responsible for any deductible or self-insured retention.
Risk Management review Date
Digitally signed by Ken Harms
DN: cn=Ken Harms, o=Deschutes
/ J County, ou=Risk Management,
email=kenh@co.deschutes.or.us,
I`
c= -US
Date: 2011.04.25 14:40:41 -07'00'
Page 11 0114 - Personal Services Contract No. 2011-194 Motorola Migration Plan
MEMORANDUM OF INSURANCE
PRODUCER
AON RISK SERVICES CENTRAL, INC.
AON CEN I ER
200 EAST RANDOLPH STREET
CHICAGO, ILLINOIS 60601
D/B/A Aon Risk Insurance Services of Illinois. CA License 110095623
INSURED
MOTOROLA INC. AND ITS SUBSIDARIES
1303 EAST ALGONGUIN ROAD
SCHAUMBURG, IL 60196
THIS MEMORANDUM FS A MATTER OF INFORMATION ONLY. THIS
MEMORANDUM DOES NOT AMEND, EXTEND OR ALTER THE
COVERAGES AFFORDED BY THE POLICIES BELOW,
COMPANIES AFFORDING COVERAGE
COMPANY A LIBERTY MUTUAL FIRE INSURANCE COMPANY
COMPANY B LIBERTY INSURANCE CORPORATION
COMPANY C
COMPANY D
COVERAGES
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.
POLICY
NUMBER
CO
LTR
A
TYPE OF INSURANCE
POLICY EFFECTIVE
DATE (MM/DD/YY)
POLICY EXPIRATION
DATE (MM/DD/YY/)
GENERAL LIABILITY
-Commercial General
Liability
-Occurrence
TB2-641-005169-070
7/01/2010
7/01/201 I
LIMITS
GENERAL
AGGREGATE
32,000,000
PRODUCTS
COMP/OP AGG
Included
PERSONAL&
ADV INJURY
51,000,000
EACH
OCCURENCE
SI ,000,000
FIRE DAMAGE
(any one tire)
3250,000
AUTOMOBILE
LIABILITY
-Any Auto
AS2-641.005169-010
(Domestic Auto- All Sates)
7/01/2010
7/01/2011
MED EXP
(any one person)
COMBINED
SINGLE LIMIT
310,000
31,000,000
GARAGE LIABILITY
BODILY INJURY
(per accident)
BODILY INJURY
(per accident)
PROPERTY
DAMAGE
AUTO ONLY
(each accident)
OTHER THAN
AUTO ONLY
EACH ACCIDENT
EXCESS LIABILITY
AGGREGATE
EACH
OCCURENCE
AGGREGATE
WORKERS COMP &
EMPLOYER'S
LIABILITY
WA7-64 D-005169-080 (Deductible)
WC7-641.005169-090 (Retro)
7/01/2010
7/01/20 I 1
X
WC Statu-
tory Iimits
EL EACH
ACCIDENT
31,000,000
EL DISEASE -
POLICY LIMIT
31,000,000
EL DISEASE—
EA EMPLOYEE
51,000,000
OTHER
FOR INFORMATIONAL PURPOSES ONLY
Insurance. In conjunction with all services performed under this
agreement:
a. Contractor shall maintain Commercial General Liability insurance
with a combined single limit of not less than $500,000 per
occurrence limit / $1,000,000 annual aggregate limit.
Commercial General Liability insurance includes coverage for
personal injury, bodily injury, advertising injury, property
damage, premises, operations, products, completed operations and
contractual damages. By Blanket endorsement, the policy shall
include Deschutes County, its officers, and employees as an
additional insured.
b. Contractor shall maintain Business liability insurance with a
combined single limit of not less than $500,000 per occurrence.
Automobile Liability insurance includes coverage for bodily
injury and property damage resulting from operation of a motor
vehicle. Business Automobile liability Insurance shall provide
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. Business 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
c. Additional Requirements. Contractor shall pay all deductibles
ad retentions. A cross-liability clause or separation of
insured's condition must be included in all commercial general
liability policies required by this contract.
d. Certificate of Insurance Required. Contractor shall furnish a
current Certificate of Insurance to the County with the Signed
contract. For commercial general liability coverage, the
Certificate shall also provide, by policy Blanket endorsement,
that Deschutes County, its officers and employees are additional
insured's with respect to Contractor's services provided under
this contract.
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011-194
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B in addition to C below:
MARK W. ANTHONY
A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
certify under penalty of perjury that Contractor is a [check one]: momioL4 .504iarl oNs,J,yc. f b�
® Corporation ❑ Limited Liability Company Partnership authorized to do business in the State of Oregon.
%1--/C_ X,1)rrec v oFcWvices
Signature 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 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
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.
MomecLA-/SaLu77oNS/
Contractor Signature Date
aPPrwle
MARK W. ANTHONY
1740i`k
Page 13 of 14 - Personal Services Contract No. 2011-194 Motorola Migration Plan
Exhibit 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2011-194
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.
Morifiod2044 S-044/77 at/4 /./C., 6sy
x
X Li/z Izt
Contractor Signature Date
reiW
Page 14 of 14 Peo�naalll eiTtJs"CP�fltract No. 2011-194 Motorola Migration Plan