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Doc 372 - Annual A-T Software Agrmt
wc'o01-ES 67 � Deschutes 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 6-29-11 Please see directions for completing this document on the next page. DATE: 6-26-11 FROM: Scot Langton. Assessor 388-6513 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document No. 2011-372 - Assessment and Taxation software annual Personal Services Contract with Helion Software, Inc. PUBLIC HEARING ON THIS DATE? no BACKGROUND AND POLICY IMPLICATIONS: Yearly Personal Services contract for support and maintance of assessment and taxation software FISCAL IMPLICATIONS: Total compensation by the County for FY10/11 not to exceed $174,080; 80% from the Assessor budget and 20% from the Finance/Tax budget RECOMMENDATION & ACTION REQUESTED: Board of Commissioners approval and signatures of Document No. 2011-372 ATTENDANCE: Scot Langton or Tana West DISTRIBUTION OF DOCUMENTS: Please send one orginal to - Helion Software, Inc. Attn: Ramona Qualls PO Box 3506 Salem, OR 97302 Copy to - Scot Langton, Deschutes County Assessor Copy to - Marty Wynee, Deschutes County Tax Collector DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form electronically to the Board Secretary.) Date: 6-21-10 Please complete all sections above the Official Review line. Department: Contractor/Supplier/Consultant Name: Contractor Contact: Type of Document: Services Contract Assessor & Tax Helion Software, Inc Contractor Phone #: 503-362-9394 Goods and/or Services: FY11/12 Personal Services contract for support and maintenance of assessment and taxation software Background & History: Annual personal services contract with software vendor Agreement Starting Date: 7-1-11 Annual Value or Total Payment: Ending Date: not to exceed $174,080 ® Insurance Certificate Received (check box) Insurance Expiration Date: 4-11-2012 6-30-12 Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes (<$150K) ❑ Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) Funding Source: (Included in current budget? ® Yes No If No, has budget amendment been submitted? Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No Special conditions attached to this grant: Deadlines for reporting to the grantor: If a new FTE will be hired with grant funds, confirm that Personnel has been notified that it is a grant -funded position so that this will be noted in the offer letter: ❑ Yes ❑ No Contact information for the person responsible for grant compliance: Name: Phone #: 6/15/2011 Departmental Contact and Title: Scot Langton, Deschutes County Assessor Phone #: 541-388-6513 Department Director Approval: Date Distribution of Document: 1- orginal to - Helion Software Inc.; attn: Ramona Qualls; PO Box 3506; Salem, OR 97302 1 - Copy to - Scot Langton, Assessor 1- Copy to - Marty Wynne, Tax Collector Official Review: County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ) Legal Review Date Document Number 6/15/2011 REVIEWED LEGAL COUNSEL For Recording Stamp Only DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. This Contract is between DESCHUTES COUNTY (County) and HELION SOFTWARE, INC. (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be July 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 June 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. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1-7 and Exhibits 1, 2, 3, 4, and 5. CONTRACTOR DATA AND SIGNATURE Contractor Address: PO Box 3506, Salem, OR 97302 Federal Tax ID# or Social Security #: 93-1298376 Is Contractor a nonresident alien? ❑Yes ❑x No Business Designation (check one): ❑ Sole Proprietorship ❑ Partnership ® Corporation -for profit ❑ Corporation -non-profit ❑ 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. f TE: Contractor shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 5. Contractor authorized Signature Title rr L� hoc. Name (please tint) Date DESCHUTES COUNTY SIGNATURE Dated this 20 of , 2011 Dated this of , 2011 DESCHUTES COUNTY ASSESSOR BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON Page 1 of 16 —Personal Services Contract TAMMY BANEY, Chair TONY DEBONE, Vice Chair ALAN UNGER, Commissioner , ., 1i • STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made as set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings submitted by Contractor. Contractor shall also submit copies of other billings for work performed under this Contract when such bills are to be paid by other parties. These other billings are subject to the maximum compensation amount of this contract. b. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses (See Exhibit 5). If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be fully executed before Contractor performs work subject to the amendment. No payment shall be made for any services performed before the beginning date or after the expiration date of this contract. This Contract shall not be amended after the expiration date. c. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. 3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County that shall be attached to the original contract. a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and the Contractor shall be responsible for the performance of the subcontractor. 4. No Third Party Beneficiaries. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any 6. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any time. b. County's Convenience. County may terminate this Contract for any reason effective as of the first day of a month after at least 30 calendar days written notice to the other party specifying the effective date of termination. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this contract. This Contract may be modified to accommodate the change in available funds. 2) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this contract. 3) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this contract, and if County has no funds legally available for consideration from other sources. 4) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. Page 2 of 16 —Personal Services Contract 2011-2012 d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County specifying such failure, the Contractor fails to correct such failure within 15 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 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. If the County has not entirely cured the breach within 15 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. County shall not, however, pay Contractor for any obligations or liabilities incurred by Contractor after Contractor the date of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract (a) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable -based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. 8. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligations or liabilities of either party already reasonably incurred prior to such termination. Contractor may not incur obligations or liabilities after Contractor the date of termination. Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms. b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. Additionally, County may complete the work either itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall pay to the County the amount of the reasonable excess. c. In addition to the remedies in paragraphs 6 through 8 of this Contract for a breach by the Contractor, the County also shall be entitled to any other equitable and legal remedies that are provided by law. d. If previous amounts paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. e. If the County breaches this Contract, Contractor's sole monetary remedy shall be (a) with respect to services compensable on an hourly basis, a claim for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred and interest within the limits set forth under ORS 293.462, and (b) with respect to deliverable -based Work, a claim for the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. f. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor Page 3 of 16 —Personal Services Contract 2011-2012 unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contract. g. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's right to enforce this Contract with respect to any default or defect in performance that has not been cured. h. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 9. Contractor's Tender upon Termination. As of the date of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works -in -progress and other property that are or would be deliverables had this Contract been completed. Upon County's request, Contractor shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. 10. Work Standard. Contractor shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. For goods and services to be provided under this contract, Contractor agrees to: a. perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; b. comply with all applicable legal requirements; c. comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; d. take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of drugs while performing work under this Contract. 12. Insurance. Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, in addition to Exhibit 5, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this contract. Expenses reimbursed shall be at the actual cost incurred, including any taxes paid, and shall not include any mark-up unless the mark-up on expenses is specifically agreed to in this Contract. The cost of any subcontracted work approved in this Contract shall not be marked up. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this contract. The maximum amounts for certain reimbursable expenses are set forth in Exhibit "5," attached hereto and by reference incorporated herein. 14. Criminal Background Investigations. Contractor understands that Contractor is subject to periodic criminal background investigations by County and, if such investigations disclose criminal activity not disclosed by Contractor, such non -disclosure shall constitute a material breach of this Contract and County may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. Page 4 of 16 —Personal Services Contract 2011-2012 b. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. c. Personally identifiable health information about applicants and Medicaid recipients will be subject to the transaction, security and privacy provisions of the Health Insurance Portability and Accountability Act ("HIPAA"). Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the privacy and security of records and for conducting transactions pursuant to HIPAA requirements. This Contract may be amended in writing in the future to incorporate additional requirements related to compliance with HIPAA. If Contractor receives or transmits protected health information, Contractor shall enter into a Business Associate Agreement with County. 16. Reports. Contractor shall provide County with periodic reports pertinent to Contractor's performance of its obligations under this agreement at the frequency and with the information reasonably prescribed by County. Further, at any time, County has the right to demand adequate assurances that the services provided by Contractor shall be in accordance with the contract. Such assurances provided by Contractor shall be supported by documentation from third parties, if appropriate. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, which ever is later. If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. County and its authorized representatives shall have the right to direct access to all of Contractor's books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor's premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, copies and transcriptions. 18. Ownership of Work. All work of Contractor that results from this Contract (the "Work Product") is covered under the ORCATS Consortium contract. 19. Materials. At all times, Contractor shall make reasonable efforts to use recycled materials in the performance work required under this contract. 20. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Debt Limitation. This Contract is expressly subject to the debt limitation of Oregon counties set forth in Article XI, Section 10, of the Oregon Constitution, and is contingent upon funds being appropriated therefore. Any provisions herein, which would conflict with law, are deemed inoperative to that extent. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the Contract. Without limiting the generality of the foregoing, Contractor expressly agrees to comply with the following laws, regulations and executive orders to the extent they are applicable to the Contract: (i) Titles VI and VII of the Civil Rights Act of 1964, as amended; (ii) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended; (iii) the Americans with Disabilities Act of 1990, as amended and ORS 659A.112 through 659A.139; (iv) Executive Order 11246, as amended; (v) the Health Insurance Portability and Accountability Act of 1996; (vi) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended; (vii) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended; (viii) ORS Chapter 659A, as amended; (ix) all regulations and administrative rules established pursuant to the foregoing laws; and (x) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. These laws, regulations and executive orders and all regulations and administrative rules established pursuant to those laws are incorporated by reference herein to the extent that they are applicable to the Contract and required by law to be so incorporated. Page 5 of 16 —Personal Services Contract 2011-2012 21. Constraints. Contractor shall comply with all requirements of Oregon law which may applicable to Contractor with regard to the performance of public contracts for the services provided hereunder. 22. Contractor Not an Agent of County. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of County, and County does not have the right of direction or control of the manner in which Contractor delivers services under this Contract or exercise any control over the activities of Contractor. Contractor is not an officer, employee or agent of County as those terms are used in ORS 30.265. Contractor covenants for itself and its successors in interest and assigns that it will not claim or assert that Contractor is an officer, employee or agent of the County, as those terms are used in ORS 30.265. For purposes of this paragraph, Contractor's on-site staff person shall be deemed Contractor's employee and not County's agent or employee. 23. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 24. Indemnity and Hold Harmless. a. To the fullest extent authorized by law Contractor shall defend, save, hold harmless and indemnify the County and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract, including without limitation any claims that the work, the work product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or the County's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any third party. b. Contractor shall have control of the defense and settlement of any claim that is subject to section 24.a; however neither contractor nor any attorney engaged by Contractor shall defend the claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal representative of the County or any of its departments or agencies without first receiving from the County's legal counsel, in a form and manner determined appropriate by the County's legal counsel, authority to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the Count without the approval of the County's legal counsel. c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of County or its officers, employees, contractors, or agents under this Contract. Neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this contract. Neither party shall be liable for any damages of any sort arising solely from the rightful termination of this contract or any part hereof in accordance with its terms. 25. Waiver. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 26. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on International Sales of Goods shall not apply. 27. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular term or provision held invalid. Page 6 of 16 —Personal Services Contract 2011-2012 28. Force Majeure. Neither County nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was beyond the reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. 29. Counterparts. This Contract may be executed in several counterparts, 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. 30. Attorney Fees. In the event an action, lawsuit or proceeding, including appeal there from, is brought for failure to observe any of the terms of this contract, each party shall be responsible for their own attorney fees, expenses, costs and disbursements for said action, lawsuit, proceeding or appeal. 31. Notice. Expect as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to County's Director of Administrative Services. c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: Murray Giesbrecht, President Helion Software, Inc. 4275 Commercial St. SE, Ste 180 Salem, OR 97302 Fax No. 503-584-0608 To County Scot Langton Deschutes County Assessor 1300 NW Wall Street, Bend, Oregon 97701 Fax No. 541-382-1692 32. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 33. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 4, 5, 8, 9, 15, 17-20, 22, 24-27 and 31-34. 34. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that (1) Contractor has the power and authority to enter into and perform this Contract, (2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession, (4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work, and (5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. b. Warranties cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. Page 7 of 16 —Personal Services Contract 2011-2012 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor's services are divided into THREE parts: Part A - Consortium is for staff support per the agreement with the ORCATS consortium. Staff will work on property assessment and tax projects as directed by the ORCATS consortium. The Contractor shall provide the County with monthly reports on hours of service by project and description provided to the Consortium. Part B - Support is for 600 hours ( at $99.00/hour) of offsite/onsite staff for ORCATS support hours for other support services. These services would include telephone support, report assistance, database assistance, data updates, data extraction, and other support. Any unused hours may not be carried forward or reimbursed. These hours may be used by Deschutes for programming but will still be billed as Part B Hours. Additional 150 hour blocks of time (at $99.00/hour) may be purchased throughout the year given 60 days notice. Helion will give a good faith effort to provide the additional requested hours in as few a days as possible. The Contractor shall provide the County with task based monthly reports on hours of service for support by description. Part C — Programming for a maximum of 400 hours (at $99.00/hour) of offsite/onsite staff for ORCATS program development assuming development of projects by Deschutes (and in combination with various consortium members). For those projects that require less than 20 hours to complete Helion will notify Deschutes and after authorization will work on them. These will be "not to exceed" projects and Deschutes will not be responsible for any hours over 20. For development projects that will require more than 20 hours to complete ( or if Deschutes requests ), Helion and Deschutes (and other consortium members) will work together to create a set of project requirements. Helion will then develop a fixed quote for the number of hours to complete the project. Helion will begin work on the project after Deschutes (and, if applicable, other consortium members) approve the quote. Project requirements should be sufficiently detailed to identify the deliverables, the cost in hours, and the timeframe for completion. The time required to develop the requirements will be charged directly against the Part C - Programming hours. The project requirements will include a project timeline indicating which tasks are the responsibility of Helion and which tasks are the responsibilities of the County(s). Upon using the software in production, programming bugs (any programming functionality that does not perform to specification) as identified by Deschutes (or other consortium members) within 45 days or within a specified project timeline as established by mutual agreement between the Contractor and Deschutes will be will be considered part of the original quote. Identification of a bug does not extend the acceptance period. Delays in programming will result in a reduction to the hours charged to the project at the rate of 3% of the fixed quote for every 60 days past the deadline as stated in the project timeline. Any delays caused by tasks that are the responsibility of Deschutes or other consortium members involved in the project ( as identified in the project plan ) will adjust the deadline accordingly. Examples of such tasks include but are not limited to: responses to design questions, beta testing and release schedule coordination. Work performed on a bug during the acceptance period does count against the delay from the point in time of identification to the point in time when Helion and Deschutes agree that the issue in question is resolved. Again any tasks identified as the responsibility of Deschutes or other consortium members do not count against the delay period. The following is an example for the purpose of clarification of the process. Page 8 of 16— Exhibit 1 to Personal Service Contract 2011-2012 1. Helion and Deschutes develop a set of requirements and a project plan. This process took 25 hours and was billed directly against the Part C budget. The project was to take 100 hours and be finished by September 1St 2. Deschutes approves the project plan and timeline and Helion bills for 25 hours (25% of the total ) 3. Programming began but there was some misunderstanding about a requirement. Helion sent a request for clarification to Deschutes and Deschutes responded 5 working days later. These 5 days were added to the due date moving it to September 6th 4. During development an additional requirement was agreed upon by Helion and Deschutes adding 20 hours to the fixed bid for a total of 120 hours and moving the deadline from the 6th to the 10th of September. Helion bills for 5 hours ( 25% of the additional 20 hours ). 5. Helion finishes development and moves the program into Beta test. The timeline gives Deschutes 10 working days to review the program but Deschutes takes 15 days. This moves the deadline from September 10th to September 15th ( for the additional 5 days ). 6. Helion and Deschutes agree that the program is ready for production on September 30th but the next scheduled release isn't until October 10th. Since the program was supposed to be ready on the 15th but was actually ready on the 30th, 15 days are counted against the delay penalty ( still under the total of 60 days ). Since the actual production release date is October 10th the acceptance period is from October 10th through November 24th (45 days ). 7. Helion bills for 60 hours ( 50% of the total fixed bid ). 8. Deschutes finds a bug on November 2e. This is within the acceptance period so Helion fixes it as part of the fixed bid of 120 hours. The bug takes 10 days to fix so the number of penalty days is now 25 (15 original and 10 from the bug fix, still within the 60 day penalty total ). 9. After the bug is fixed and released into production Helion bills the remaining amount ( 30 hours, 25% of 120 hours ) 10. On November 25th Deschutes finds another bug. Since this is outside the acceptance period it becomes a separate project to be prioritized by Deschutes. Any changes to requirements as agreed between Helion and Deschutes may cause an adjustment to the original quote. All Helion staff will be under the direct management of Helion and would be required to follow all of Helion's procedures and policies. Helion is in the process of developing these policies and procedures and will provide Deschutes a copy of those that are relevant to the work described in this contract as they become available or change. Helion will work on whatever Deschutes requested as long as it is within those policies and procedures. Typical uses would be programming projects unique to Deschutes (or groups of consortium members) and additional programming on projects of special interest to Deschutes (or groups of consortium members). Additional 150 hour blocks of time (at $99.00/hour) may be purchased throughout the year given 60 days notice. Helion will give a good faith effort to provide the additional requested hours in as few a days as possible. The Contractor shall provide the County with monthly reports on hours of service by project and by description. Should multiple counties be paying for the program development, the service hour reports should include all hours assessed to the project for all of the involved counties. 2. Compensation by the County: Payment for all work performed under this contract shall be made as set forth below from available and authorized County funds, and shall not exceed the maximum sum of $75,080 for Part A, $59,400 for Part B, $39,600 for Part C, {$174,080.00 in Total}. Travel and other expenses of the Contractor shall not be reimbursed by County unless specifically provided herein as a supplementary condition. a. Interim payments shall be made to Contractor following County's review and approval of billings submitted by Contractor. Contractor will also submit copies of other billings for work performed under the contract when such bills are to be paid by other parties. These other billings are not subject to the maximum compensation amount of this contract. b. Contractor shall not submit billings for, and County will not pay, any amount in excess of the maximum compensation amount of this contract, including any travel and other expense when noted below. If the maximum compensation amount is increased by amendment of this contract, the amendment must be fully effective before Contractor performs work subject to the amendment. Contractor shall notify County's supervising representative in writing 30 calendar days before this contract expires of the upcoming expiration of the contract. No payment will be made for any services performed before the beginning date or after the expiration date of this contract. This contract will not be amended after the expiration date. Page 9 of 16— Exhibit 1 to Personal Service Contract 2011-2012 c. Contractor shall submit separate monthly billings for Part A, Part B, and Part C. Billings for Part A and Part B will be for 1112th of the contract totals. Billings for Part C will be based upon projects identified. Projects done as "not to exceed" quotes and requirement development will be billed monthly as they occur. Part C payments for "fixed bid" projects will occur as follows: 25% of fixed bid at start of project programming, 50% when the project is moved into production and 25% after the end of the acceptance period and all outstanding bugs are resolved. Payment structure may be adjusted with advance consent of County and Contractor. Billings shall be sent to the supervising representative. 3. Effective Date and Duration: Contractor's services will begin on July 1, 2011. Unless earlier terminated or extended, this contract shall expire on June 30, 2012 or when Contractor's completed performance has been accepted by County. However, such expiration shall not extinguish or prejudice County's right to enforce this contract with respect to: (a) any breach of a Contractor warranty; or (b) any default or defect in Contractor's performance that has not been cured. Page 10 of 16— Exhibit 1 to Personal Service Contract 2011-2012 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. All insurance policies shall be written on an occurrence basis and be in effect for the term of this contract. Authorization from Deschutes County is required for any policy written on a "claims made" basis. Workers Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage in accordance with ORS Chapter 656 for all subject workers. Contractor and all subcontractors of Contractor with one or more employees must have this insurance unless exempt under ORS 656.027 (See Exhibit 4). Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. THIS COVERAGE IS REQUIRED. Attach Certificate of Insurance for Contractor. If Contractor does not have coverage and claims to be exempt, attach Exhibit 4 in lieu of Certificate. Professional Liability insurance with an occurrence combined single limit of not Tess than: Per Occurrence limit $ 500,000 N $1,000,000 $2,000,000 Annual Aggregate limit $ 500,000 I $ 1,000,000 $2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after this contract is completed. CI Required by County 0 Not required by County Commercial General Liability insurance with a combined single limit of not less than: Per Occurrence limit • $ 500,000 _$1,000,000 $2,000,000 Annual Aggregate limit $ 500,000 lI $1,000,000 $2,000,000 Commercial General Liability insurance covers personal injury, bodily injury, property damage, premises, operations, products, completed operations and contractual damages. By separate endorsement, the policy shall name Deschutes County, its officers, agents, employees and volunteers as an additional insured. Construction contracts may include aggregate limits that apply on a "per location" or "per project" basis. ® Required by County ❑ Not required by County © Policy endorsed with additional insured language Automobile Liability insurance with a combined single limit of not less than: Per Occurrence $ 500,000 $1,000,000 _$2,000,000 Annual Aggregate limit $ 500,000 $1,000,000 $2,000,000 Automobile Liability insurance covers bodily injury and property damage resulting from operation of a motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. Personal Page 11 of 16 — Exhibit 2 to Personal Services Contract 2011-2012 vehicle insurance polices, if applicable, shall not have a Business use exclusion. Examples of acceptable personal automobile policies include contractors who are sole proprietors that do not own vehicles registered to the business. x❑ Required by County Not required by County Additional Requirements. An insurance company rated B+ or better by Best's Insurance Rating must provide coverage. Contractor shall pay all deductibles and self insured retentions. Contractor's coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contracts. The Certificate shall provide that there shall be no cancellation, termination, material change, or reduction of limits of the insurance coverage without at least 30 days written notice from the Contractor's insurer to the County and shall be provided by endorsement. The Certificate shall also state the deductible or, if applicable, the self insured retention level. For commercial general liability the Certificate shall also provide, by policy endorsement, that Deschutes County, its agents, officers, employees and volunteers are additional insureds with respect to Contractor's services provided under this Contract. If requested, complete copies of insurance policies shall be provided to the County. Deschutes County Contract Originator Scot Langton, Assessor Risk Man ement review *`Note to Contract Originator: For certain types of contracts additional insurance may be required. Contact Risk Management for those requirements. Date al L(' Date Page 12 of 16 — Exhibit 2 to Personal Services Contract 2011-2012 EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]: T Cor tion ❑ Li ite Lia ' ty Company ❑ Partnership authorized to do business in the State of Oregon. fiie.%:c144.1- 61- /0--2-0'1 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. X A. NOTE: Check all that apply. You shall check at least four (4) - to establish that you are an Independent Contractor. The labor or services I perform is primarily carried out at a location that is separate from my residence or is primarily carried out in a specific portion of my residence that is set aside as the location of the business. X B. I purchase commercial advertising or I have business cards for my business, or I am a member of a trade association. X C. My business telephone listing is separate from my personal residence telephone listing. D. I perform labor or services only under written contracts. X E. Each year I perform labor or services for at least two different persons or entities. X F. I assume financial responsibility for defective workmanship or for service not provided by purchasing performance bonds, errors and omission insurance or liability insurance, or providing warranties relating to the labor or services I provide. Contractor Signature Date Page 13 of 16 - Exhibit 3 to Personal Services Contract 2011-2012 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. �f ontract Signature Date Page 14 of 16 — Exhibit 3 to Personal Services Contract 2011-2012 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Workers' Compensation Exemption Certificate (To be used only when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exempt from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reason (check the appropriate box): ❑ SOLE PROPRIETOR • Contractor is a sole proprietor, and • Contractor has no employees, and • Contractor shall not hire employees to perform this contract. .CORPORATION - FOR PROFIT • Contractor's business is incorporated, and • All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and • The officers and directors shall perform all work. Contractor shall not hire other employees to perform this contract. ❑ CORPORATION - NONPROFIT • Contractor's business is incorporated as a nonprofit corporation, and • Contractor has no employees; all work is performed by volunteers, and • Contractor shall not hire employees to perform this contract. ❑ PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contractor shall not hire employees to perform this contract, and • Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. ❑ LIMITED LIABILITY COMPANY • Contractor is a limited liability company, and • Contractor has no employees, and • All work shall be performed by the members; Contractor shall not hire employees to perform this contract, and • If Contractor has more than one member, Contractor is not engaged in work performed in direct connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to real property or appurtenances thereto. *NOTE: Under OAR 436-050-050 a shareholder has a "substantial ownership" interest if the shareholder owns 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average percentage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even when performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exemption request is accepted from a contractor who shall perform construction work. Murray Giesbrecht Contractor Printed Name Contractor «nature President Contractor Title Date Page 15 of 16 — Exhibit 4 to Personal Services Contract 2011-2012 Exhibit 5 DESCHUTES COUNTY SERVICES CONTRACT Contract No. Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor by signature to this Contract declares certifies that; Contractor's Work to be performed under this Contract create no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. Standard Form -LLL and instructions are located in 45 CFR Part 93 Appendix B. If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form -LLL with the Department. This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c. Contractor shall include the language of this certification in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. d. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. Additionally, Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. 3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Contra -:r Signature Date Page 16 of 16 — Exhibit 5 to Personal Services Contract 2011-2012 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 3/10/2011 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 Huggins Insurance Services, Inc. 1786 State St. Salem INSURED OR 97301 Helion Software, Inc. PO Box 18086 Salem, OR 97305 CONTACT Jessica Deshler NAME: PHONE (503) 585-2211 FAX (503)399-4658 (A/C, No, Ext): (AIC, No): E-MAIL ADDRESS: essica@huggins.com com � PRODUCER 00001274 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Hartford Casualty Ins Co 29424 INSURERB:Hartford Underwriters Ins Co 30104 INsuRERC:Hartford Ins Co of the Midwest 37478 INSURER D :Scottsdale Insurance Company INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:CL1131005700 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. INSR TYPE OF INSURANCE '.ADDLSUBR POLICY EFF i POLICY EXP LIMITS LTR I INSR WVD POLICY NUMBER (MM/DD/YYYY) I (MM/DDIYYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGEMTO RENTED 300,000 � PREMISES (Ea occurrence) _ $ A CLAIMS -MADE X OCCUR X 52SBAUL9504 4/11/2011 4/11/2012 MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 • GEN'L AGGREGATE LIMIT APPLIES PER: . PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PRO JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO WBODILY INJURY (Per person) $ 52UECTR8461 4/11/2011 '.4/11/2012 B ALL OWNED AUTOS _ - BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTYDAMAGE$ X HIRED AUTOS (Per accident) X NON -OWNED AUTOS Terrorism Coverage $ PIP -Basic • $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS -MADE AGGREGATE 1g DEDUCTIBLE ` l $ RETENTION $ : $ C WORKERS COMPENSATION X WC STATU- ' OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ' ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT :$ 500, 000 OFFICER/MEMBER EXCLUDED? y N / A •4/11/2011 4/11/2012 (Mandatory in NH) 52WECRL9648E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT ' $ 500,000 D Errors & Omissions EKS3022542 8/1/2010 8/1/2011 Limit of Liability $2,000,000 Retention $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space is required) Deschutes County, it's officers, agents, employees, and volunteers are named additional insured. CERTIFICATE HOLDER CANCELLATION Deschutes County Assessors Office Attn: Scot Langton 1300 NW Wall Street, Suite Bend, OR 97701 200 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 Jessica Deshler W„y'J ,J /, ACORD 25 (2009/09) INS025 (200909) © 1988-2009 ACCORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 52 SBA UL 9504 MAR I 2,011 D DESC HU ; LS COUNTY ASSES SO�S OF Fin THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured - Person / Organization Deschutes County, its officers, agents, employees, and volunteers 1300 NW Wall Street Suite 200 Bend, Oregon 97701 Form 1H 12 00 11 85 Printed in U.S.A. Expiration Date: 04/11/12